BERKSHIRE REALTY CO INC /DE
8-K, 1998-05-27
REAL ESTATE INVESTMENT TRUSTS
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                                  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)      May 26, 1998
                                                 ----------------------


                            Berkshire Realty Company, Inc.
- --------------------------------------------------------------------------------


            Delaware                       1-10660               04-3086485
- --------------------------------------------------------------------------------
(State or other jurisdiction of          (Commission            (IRS employer
incorporation or organization)           file number)        identification no.)


470 Atlantic Avenue, Boston, Massachusetts                           02210
- --------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)


                                  (617) 423-2233
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



<PAGE>



Item 5.  Other Matters
         -------------

         On May 26, 1998, Berkshire Realty Company, Inc. announced that it has
         engaged Lazard Freres & Co. LLC as advisor and Lehman Brothers Inc. as
         co-advisor to assist the Company in the exploration and evaluation of
         strategic alternatives. These alternatives include the potential sale
         or merger of the Company and the plan of liquidation that the Company
         is required to submit to its shareholders on or before December 31,
         1998. In connection with the retention of these advisors, the Company
         also adopted and amended severance and retention programs designed to 
         encourage the continued employment of key personnel during the 
         exploration and evaluation of these alternatives.



<PAGE>



Item 7.  Financial Statements and Exhibits
         ---------------------------------

         (a)     Financial Statements of Business Acquired
                 Response:  Not Applicable

         (b)     Pro Forma Financial Information
                 Response:  Not Applicable

         (c)     Exhibits

                 99.1. Press Release dated May 26, 1998.



<PAGE>


                                    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.


                                          Berkshire Realty Company, Inc.
                                          ------------------------------
                                                  Registrant



                                          BY: /s/ Marianne Pritchard
                                              ------------------------------
                                              Executive Vice President and
                                              Chief Financial Officer of
                                              Berkshire Realty Company, Inc.



DATE:  May 26, 1998







- --------------------------------------------------------------------------------
                   Berkshire Realty Company, Inc. ( NYSE-BRI )

                                  NEWS RELEASE
- --------------------------------------------------------------------------------


<TABLE>
<S>                                         <C>
FOR FURTHER INFORMATION CONTACT:
AT THE COMPANY:                             AT THE FINANCIAL RELATIONS BOARD:
David Marshall, CEO (617) 556-1516          Laurie Berman, General Information (310) 442-0599
Marianne Pritchard, CFO (617) 556-1512      Stephanie Mishra, Analyst Information (415) 986-1591
Shareholder Relations  (888) 867-0100       Martin Gitlin, Media Information (212) 661-8030
</TABLE>


                       BERKSHIRE REALTY COMPANY ANNOUNCES
         ENGAGEMENT OF LAZARD FRERES & CO. LLC AND LEHMAN BROTHERS INC.


Boston, MA - May 26, 1998 -- Berkshire Realty Company, Inc. (NYSE:BRI), a
self-administered and self-managed, multifamily real estate investment trust,
announced today that it has engaged Lazard Freres & Co. LLC as advisor and
Lehman Brothers Inc. as co-advisor to assist the Company in the exploration and
evaluation of strategic alternatives. These alternatives include the potential
sale or merger of the Company and the plan of liquidation that the Company is
required to submit to its shareholders on or before December 31, 1998.

         Commenting on the engagement of the financial advisors, Douglas Krupp,
Chairman of the Board, and David Marshall, President and CEO of the Company,
said, "We believe that this is an appropriate time for Berkshire to review its
strategic direction. We have engaged Lazard Freres and Lehman Brothers to assist
us because of their knowledge and experience in the REIT industry and in the
evaluation of strategic alternatives."

         Berkshire Realty Company, Inc. is a self-administered and self-managed,
multifamily real estate investment trust which acquires, renovates,
rehabilitates, develops and operates apartment communities. The Company
currently owns 75 apartment communities consisting of approximately 22,400 units
located in Florida, Texas and the mid-Atlantic and Southeastern United States
and manages an additional 19 apartment communities consisting of 7,700 units.

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