-------------------------------- OMB APPROVAL -------------------------------- OMB Number: 3235-0060 Expires: March 31, 2006 Estimated average burden hours per response 2.64 -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 29, 2004 Commission file number 0-17691 Krupp Insured Plus-III Limited Partnership (Exact name of registrant as specified in its charter) Massachusetts 04-3007489 (State or other jurisdiction of (IRS employer identification no.) incorporation or organization) One Beacon Street, Boston, Massachusetts 02108 (Address of principal executive offices) (Zip Code) (617) 523-0066 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) SEC 873 (6-04) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. -1- Item 8.01. Other Events Terminating Capital Transaction Distribution The Partnership completed the process of winding up its business during the third quarter of 2004. Upon the occurrence of a Terminating Capital Transaction, as defined in the Partnership Agreement, the Partnership Agreement provides that losses from such a transaction, which were approximately $200,000, were to be allocated first to the Limited Partners and General Partners to the extent of any then existing positive account balances (or, if the amount would be insufficient to reduce those positive capital account balances to zero, then in proportion to any positive account balances). As of December 31, 2003, the General Partners had deficit account balances of approximately $408,000 and the Limited Partners had positive account balances of approximately $16,669,000. Therefore, all estimated losses from the Terminating Capital Transaction were allocated, for tax purposes, to the Limited Partners to reduce their positive capital accounts. Subsequent to this allocation, the General Partners had a remaining deficit balance in their capital accounts of $432,780, which included current year distributions. This amount was contributed to the Partnership by the General Partners on September 27, 2004, was included with other amounts available for distribution from the Terminating Capital Transaction, and was distributed to the Limited Partners on September 29, 2004 in a final liquidating distribution of approximately $0.20 per Limited Partner interest. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Krupp Insured Plus-III Limited Partnership (Registrant) BY: /s/ Alan Reese ------------------------------------ Alan Reese Treasurer and Chief Accounting Officer of Krupp Plus Corporation, a General Partner. Date: September 29, 2004 -3-