UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________
Commission file number 1-10660
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Berkshire Realty Company, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 04-3086485
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
470 Atlantic Avenue, Boston, Massachusetts 02210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 423-2233
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Securities registered pursuant to Section 12(b) of the Act:
Title Name of Exchange on which Registered
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Common Stock New York Stock Exchange
$.01 par value
Warrants to purchase common stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
Aggregate market value of voting securities held by non-affiliates of the
registrant was approximately $411,289,000 as of March 2, 1998.
As of March 2, 1998 there were 36,656,925 shares of the registrant's common
stock outstanding.
Documents incorporated by reference: See Item 14 herein. The exhibit index is
located on pages 31 - 42. The total number of pages in this document is 123.
<PAGE>
Additional information required by Item 402 and 404 of Regulation S-K is
incorporated by reference to the Proxy Statement dated March 31, 1998 filed with
the Securities and Exchange Commission.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a) 1. Financial Statements - see Index to Consolidated Financial
Statements, Schedules, and Summary Quarterly Financial Information
included under Item 8, Appendix A, on page F-2 of this report.
2. Financial Statement Schedule - Consolidated Financial Statement
Schedule to the Consolidated Financial Statements are included under
Item 8, Appendix A on pages F-37 through F-52. Certain other
schedules are omitted as they are not applicable or not required or
because the information is provided in the Consolidated Financial
Statements or the Notes thereto.
3. Separate Financial Statements - as required by Rule 3-09 of
Regulation S-X. The separate financial statements and schedule for
Spring Valley Partnership and Brookwood Village Joint Venture are
included under Item 8 (Appendix A) on pages F-54 to F-80 of this
report.
(b) Exhibits:
Number and Description
Under Regulation S-K
The following reflects all applicable Exhibits required under Item 601
of Regulation S-K:
2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession.
(2.1) BRI River Oaks First Amended and Restated Agreement of
Limited Partnership, dated May 1, 1995. [Exhibit 2.1 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-10660)].*
(2.2) BRI Newport First Amended and Restated Agreement of
Limited Partnership, dated May 1, 1995. [Exhibit 2.2 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-10660)].*
(2.3) BRI Altamonte First Amended and Restated Agreement of
Limited Partnership, dated May 1, 1995. [Exhibit 2.3 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-10660)].*
(2.4) BRI Huntington Chase First Amended and Restated
Agreement of Limited Partnership, dated May 1, 1995.
[Exhibit 2.4 to Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (File No. 1-10660)].*
(2.5) BRI Pointe West First Amended and Restated Agreement of
Limited Partnership, dated May 1, 1995. [Exhibit 2.5 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-10660)].*
(2.6) BRI Timbers First Amended and Restated Agreement of
Limited Partnership, dated May 1, 1995. [Exhibit 2.6 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-10660)].*
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(2.7) BRI Plantation Colony First Amended and Restated
Agreement of Limited Partnership, dated May 1, 1995.
[Exhibit 2.7 to Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (File No. 1-10660)].*
(2.8) BRI Southwest Apartments First Amended and Restated
Agreement of Limited Partnership, dated May 1, 1995.
[Exhibit 2.8 to Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (File No. 1-10660)].*
(2.9) BRI Texas Apartments First Amended and Restated
Agreement of Limited Partnership, dated May 1, 1995.
[Exhibit 2.9 to Company's Annual Report on Form 10-K for
the year ended December 31, 1995 (File No. 1-10660)].*
(2.10) BRI Park Colony - Woodland First Amended and Restated
Agreement of Limited Partnership, dated April 5, 1995.
[Exhibit 2.10 to Company's Annual Report on Form 10-K
for the year ended December 31, 1995 (File No.
1-10660)].*
(2.11) Amended and Restated Agreement of Limited Partnership of
BRI OP Limited Partnership, dated May 1, 1995. [Exhibit
2.11 to Company's Annual Report on Form 10-K for the
year ended December 31, 1995 (File No. 1-10660)].*
(2.12) Amendment No. 1 to BRI OP Limited Partnership Agreement
among Berkshire Realty Company, Inc. and GN Limited
Partnership, dated October 2, 1995. [Exhibit 2.12 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-10660)].*
(2.13) Amendment No. 2 to BRI OP Limited Partnership Agreement
among Berkshire Realty Company, Inc. and GN Limited
Partnership, dated December 15, 1995. [Exhibit 2.13 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-10660)].*
(3) Articles of Incorporation and By-Laws.
(3.1) Restated Certificate of Incorporation of the Company
[Exhibit 3.1 to the Company's Registration Statement on
Form S-4 (File No. 33-37592)].*
(3.2) Certificate of Amendment to Restated Certificate of
Incorporation of the Company [Exhibit 3.11 to
Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-4 (File No.
33-37592)].*
(3.3) By-laws of the Company, as amended on February 4, 1993.
[Exhibit 3.3 to Company's Annual Report on Form 10-K for
the year ended December 31, 1993 (File No. 10-10660)].*
(3.4) By-laws of Berkshire Realty Company, Inc., as amended on
February 28, 1996. [Exhibit 3.4 to Company's Annual
Report on Form 10-K for the year ended December 31, 1995
(File No. 1-10660)].*
(4) Instruments defining the rights of security holders, including
indentures.
(4.1) Berkshire Realty Company, Inc. Certificate of Common
Stock. [Exhibit 4.1 to Company's Annual Report on Form
10-K for the year ended December 31, 1994 (File No.
10-10660)].*
(10) Material Contracts.
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<PAGE>
(10.1) Exchange Agreement dated June 27, 1991 between Berkshire
Realty Company, Inc., a Delaware corporation and Krupp
Cash Plus-III Limited Partnership and Krupp Cash Plus-IV
Limited Partnership, each of which is a Massachusetts
limited partnership. [Exhibit 10.6 to Company's Annual
Report on Form 10-K for the year ended December 31, 1991
(File No. 1-10660)].*
(10.2) Commercial Mortgage Loan and Real Property Purchase
Agreement by and between Resolution Trust Corporation as
conservator for Great American Federal Savings
Association (formerly Great American First Savings Bank)
(the "RTC"), and Berkshire Realty Company, Inc., dated
October 12, 1992. [Exhibit 10.1 to Company's Report on
Form 8-K dated October 14, 1992.(File No. 1-10660)].*
Property Management Agreements
(10.3) Form of Property Management Agreement between the
Company, as Owner, and Krupp Realty Company Limited
Partnership, now known as Berkshire Realty Enterprises
Limited Partnership ("BRE"), as Agent, for Residential
Property [Exhibit 10.1 to the Company's Registration
Statement on Form S-4 (File No. 33-37592)].*
(10.4) Form of Property Management Agreement between the
Company, as Owner, and BRE, as Agent, for Commercial
Property [Exhibit 10.2 to the Company's Registration
Statement on Form S-4 (File No. 33-37592)].*
Advisory Services Agreement
(10.5) Advisory Services Agreement dated October 22, 1990
between the Company and Krupp Realty Advisors Limited
Partnership, now known as Berkshire Realty Advisors
Limited Partnership (the "Advisor") [Exhibit 10.37 to
the Company's Registration Statement on Form S-4 (File
No. 33-37592)].*
(10.6) Amendment No. 1 to Advisory Services Agreement dated
December 10, 1990, between the Company and the Advisor
[Exhibit 10.40 to Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-4 (File No.
33-37592)].*
(10.7) Amendment No. 2 to the Advisory Services Agreement dated
January 31, 1991 between the Company and the Advisor.
[Exhibit 10.5 to Company's Annual Report on Form 10-K
for the year ended December 31, 1991 (File No.
1-10660)].*
(10.8) Amendment No. 3 to the Advisory Services Agreement dated
January 31, 1991 between the Company and the Advisor as
of May 4, 1994. [Exhibit 10.8 to Company's Annual Report
on Form 10-K for the year ended December 31, 1994 (File
No. 1-10660)].*
Credit Agreement
(10.9) 1992 Credit Agreement among the Company and The First
National Bank of Boston, NationsBank of Texas, N.A. and
Other Banks which may become parties to this Agreement
and The First National Bank of Boston, as Agent dated as
of December 30, 1992. [Exhibit 10.2 to Company's Annual
Report on form 10K for the year ended December 31, 1993.
(File No. 1-10660)].*
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<PAGE>
(10.10) Amendment No. 1 to 1992 Credit Agreement among the
Company and The First National Bank of Boston and
NationsBank of Texas, N.A. as of May 28, 1993. [Exhibit
10.10 to Company's Annual Report on Form 10-K for the
year ended December 31, 1993. (File No. 1-10660)].*
(10.11) Amendment No. 2 to 1992 Credit Agreement among the
Company and The First National Bank of Boston and
NationsBank of Texas, N.A. as of December 1, 1993.
[Exhibit 10.11 to Company's Annual Report on Form 10-K
for the year ended December 31, 1993 (File No.
1-10660)].*
(10.12) Amendment No. 3 to 1992 Credit Agreement among the
Company and The First National Bank of Boston and
NationsBank of Texas, N.A. as of January 7, 1994.
[Exhibit 10.12 to Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No.
1-10660)].*
(10.13) Amendment No. 4 to 1992 Credit Agreement among the
Company and the First National Bank of Boston and
NationsBank of Texas, N.A. as of March 1, 1994. [Exhibit
10.13 to Company's Annual Report on Form 10-K for the
year ended December 31, 1994 (File No. 1-10660)].*
(10.14) Amendment No. 5 to 1992 Credit Agreement among the
Company and the First National Bank of Boston and
NationsBank of Texas, N.A. as of May 1, 1994. [Exhibit
10.14 to Company's Annual Report on Form 10-K for the
year ended December 31, 1994 (File No. 1-10660)].*
(10.15) Amendment No. 6 to 1992 Credit Agreement among The
Company and the First Nation Bank of Boston and
NationsBank of Texas, N.A. as of August 12, 1994.
[Exhibit 10.15 to Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No.
1-10660)].*
(10.16) Amendment No. 7 to 1992 Credit Agreement among The
Company and the First Nation Bank of Boston and
NationsBank of Texas, N.A. as of August 25, 1994.
[Exhibit 10.16 to Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No.
1-10660)].*
(10.17) Amended 1992 Credit Agreement among Berkshire Realty
Company, Inc., BRI OP Limited Partnership and The First
National Bank of Boston and NationsBank of Texas, NA as
of November 21, 1995. [Exhibit 10.17 to Company's Annual
Report on Form 10-K for the year ended December 31, 1995
(File No. 1-10660)].*
(10.18) Master Credit Facility Agreement by and among BRI OP
Limited Partnership, Berkshire Realty Company, Inc., BRI
River Oaks Limited Partnership and Washington Mortgage
Financial Group, LTD., dated November 17, 1995. [Exhibit
10.18 to Company's Annual Report on Form 10-K for the
year ended December 31, 1995 (File No. 1-10660)].*
(10.19) Exhibits to the Master Credit Facility Agreement among
BRI OP Limited Partnership, Berkshire Realty Company,
Inc., BRI River Oaks Limited Partnership and Washington
Mortgage Financial Group, LTD, dated November 17, 1995.
[Exhibit 10.19 to Company's Annual Report on Form 10-K
for the year ended December 31, 1995 (File No.
1-10660)].*
(10.20) Amendment No. 1 of Amended and Rested 1992 Credit
Agreement among the Company and The First National Bank
of Boston and
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<PAGE>
NationsBank of Texas, N.A. as of March 1, 1996. [Exhibit
10.1 to Company's Form 10-Q for the quarter ended
September 30, 1996 (File No. 1-10660)].*
(10.21) Amendment No. 2 of Amended and Rested 1992 Credit
Agreement among the Company and The First National Bank
of Boston and NationsBank of Texas, N.A. as of March 1,
1996. [Exhibit 10.2 to Company's Form 10-Q for the
quarter ended September 30, 1996 (File No. 1-10660)].*
(10.22) Amendment No. 3 of Amended and Restated 1992 Credit
Agreement among the Company and The First National Bank
of Boston and Mellon Bank, N.A. as of June 26, 1996.
[Exhibit 10.3 to Company's Form 10-Q for the quarter
ended September 30, 1996 (File No. 1-10660)].*
(10.23) Amendment No. 4 of Amended and Restated 1992 Credit
Agreement among the Company and The First National Bank
of Boston and Mellon Bank, N.A. as of July 16, 1996.
[Exhibit 10.4 to Company's Form 10-Q for the quarter
ended September 30, 1996 (File No. 1-10660)].*
(10.24) First Amendment to Master Credit Facility Agreement
among BRI OP L.P., BRI River Oaks L.P., BRI Texas
Apartments L.P. and Hidden Oaks Partnership and
Washington Mortgage Financial Group, LTD and Federal
National Mortgage Association as of March, 1996.
[Exhibit 10.5 to Company's Form 10-Q for the quarter
ended September 30, 1996 (File No. 1-10660)].*
MORTGAGE NOTES PAYABLE:
Kidder Peabody Mortgage Capital Corporation
(10.25) Master Loan Agreement among BRI Huntington Chase, Inc.,
BRI Timbers, Inc., BRI Altamonte, Inc., BRI Newport,
Inc. and BRI Point West, Inc., collectively, as
Borrowers and Kidder Peabody Mortgage Capital
Corporation dated March 31, 1994. [Exhibit 10.17 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-10660)].*
(10.26) Mortgage Note among BRI Altamonte, Inc. and Kidder
Peabody Mortgage Capital Corporation date March 31,
1994. [Exhibit 10.18 to Company's Annual Report on Form
10-K for the year ended December 31, 1994 (File No.
1-10660)].*
(10.27) Security Deed Note among BRI Huntington Chase, Inc. and
Kidder Peabody Mortgage Capital Corporation dated March
31, 1994. [Exhibit 10.19 to Company's Annual Report on
Form 10-K for the year ended December 31, 1994 (File No.
1-10660)].*
(10.28) Mortgage Note among BRI Newport, Inc. and Kidder Peabody
Mortgage Capital Corporation dated March 31, 1994.
[Exhibit 10.20 to Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No.
1-10660)].*
(10.29) Mortgage Note among BRI Point West, Inc. and Kidder
Peabody Mortgage Capital Corporation dated March 31,
1994.[Exhibit 10.21 to Company's Annual Report on Form
10-K for the year ended December 31, 1994 (File No.
1-10660)].*
(10.30) Deed of Trust among BRI Timbers, Inc. and Kidder Peabody
Mortgage Capital Corporation dated March 31, 1994.
[Exhibit 10.22 to Company's Annual Report on Form 10-K
for the year
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<PAGE>
ended December 31, 1994 (File No. 1-10660)].*
FNMA
(10.31) Multi-Family Note Agreement among The Avalon on
Abernathy Apartments and Washington Capital DUS, Inc.,
dated May 11, 1994. [Exhibit 10.23 to Company's Annual
Report on Form 10-K for the year ended December 31, 1994
(File No. 1-10660)].*
(10.32) Multi-Family Note Agreement among Southpoint at
Massepequa Apartments and Washington Capital DUS, Inc.,
dated May 11, 1994. [Exhibit 10.24 to Company's Annual
Report on Form 10-K for the year ended December 31, 1994
(File No. 1-10660)].*
(10.33) Multi-Family Note Agreement among Eastlake Village
Apartments and Washington Capital DUS, Inc., dated May
11, 1994. [Exhibit 10.25 to Company's Annual Report on
Form 10-K for the year ended December 31, 1994 (File No.
1-10660)].*
(10.34) Multi-Family Note Agreement among Lakes of Jacaranda
Apartments and Washington Capital DUS, Inc., dated June
22, 1994. [Exhibit 10.26 to Company's Annual Report on
Form 10-K for the year ended December 31, 1994 (File No.
1-10660)].*
(10.35) Multi-Family Note Agreement among Huntington Downs
Apartments and Washington Capital DUS, Inc., dated June
22, 1994. [Exhibit 10.27 to Company's Annual Report on
Form 10-K for the year ended December 31, 1994 (File No.
1-10660)].*
(10.36) Multi-Family Mortgage, Assignment of Rents and Security
Agreement among Huntington Downs and Washington Capital
DUS, Inc., dated as of June 15, 1994. [Exhibit 10.28 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 1-10660)].*
(10.37) Multi-Family Deed of Trust, Assignment of Rents and
Security Agreement among Eastlake Village Apartments,
dated as of May 11, 1994. [Exhibit 10.29 to Company's
Annual Report on Form 10-K for the year ended December
31, 1994 (File No. 1-10660)].*
(10.38) Multi-Family Deed to Secure Debt, Assignment of Rents
and Security Agreement among Avalon on Abernathy
Apartments and Washington Capital DUS, Inc., dated May
11, 1994. [Exhibit 10.30 to Company's Annual Report on
Form 10-K for the year ended December 31, 1994 (File No.
1-10660)].*
(10.39) Multi-Family Mortgage, Assignment of Rents and Security
Agreement among Southpoint at Massepequa Apartments and
Washington Capital DUS, Inc., dated May 11, 1994.
[Exhibit 10.31 to Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No.
1-10660)].*
(10.40) Multi-Family Mortgage, Assignment of Rents and Security
Agreement among Lakes of Jacaranda Apartments and
Washington Capital DUS, Inc., dated May 15, 1994.
[Exhibit 10.32 to Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No.
1-10660)].*
Plantation Colony
(10.41) Multi-Family Note Agreement among Plantation Colony
Business Trust and Washington Capital DUS, Inc., dated
June 22, 1994. [Exhibit 10.33 to Company's Annual Report
on Form 10-K for the year ended December 31, 1994 (File
No. 1-10660)].*
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<PAGE>
(10.42) Financing Agreement by and among Florida Housing Finance
Agency, Washington Capital DUS, Inc., and Plantation
Colony Business Trust, date as of September 1, 1994.
[Exhibit 10.34 to Company's Annual Report on Form 10-K
for the year ended December 31, 1994 (File No.
1-10660)].*
Park Colony
(10.43) Assumption Agreement and consent to sale of project
dated July 13, 1994 between Florida Housing Finance
Agency and SunBank, National Association and BRI Park
Colony, Inc. [Exhibit 10.35 to Company's Annual Report
on Form 10-K for the year ended December 31, 1994 (File
No. 1-10660)].*
(10.44) Multi-Family Mortgage, Assignment of Rents and Security
Agreement among Hollywood Associates and Florida Housing
Finance Agency, dated December 1, 1985. [Exhibit 10.36
to Company's Annual Report on Form 10-K for the year
ended December 31, 1994 (File No. 1-10660)].*
(10.45) Loan Agreement between Florida Housing Finance Agency
and BRI Park Colony - Woodland Limited Partnership dated
April 1, 1995. [Exhibit 10.40 to Company's Annual Report
on Form 10-K for the year ended December 31, 1995 (File
No. 1-10660)].*
(10.46) Reimbursement Agreement among BRI Park Colony - Woodland
Limited Partnership and Mellon Bank, N.A., dated April
1, 1995. [Exhibit 10.41 to Company's Annual Report on
Form 10-K for the year ended December 31, 1995 (File No.
1-10660)].*
(10.47) First Amendment to Reimbursement Agreement among Park
Colony - Woodland Limited Partnership and Mellon Bank,
N.A., dated November 1, 1995. [Exhibit 10.42 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-10660)].*
(10.48) First Supplemental to Loan Agreement between Florida
Housing Finance Agency and BRI Park Colony - Woodland
Limited Partnership dated October 1, 1995. [Exhibit
10.43 to Company's Annual Report on Form 10-K for the
year ended December 31, 1995 (File No. 1-10660)].*
Kings Crossing
(10.49) Promissory Note Agreement among BRI Texas Apartments
Limited Partnership and Life Insurance Company of
Georgia, dated May 9, 1995. [Exhibit 10.44 to Company's
Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 1-10660)].*
(10.50) Deed of Trust and Security Agreement among BRI Texas
Apartments Limited Partnership and Life Insurance
Company of Georgia, dated May 9, 1995. [Exhibit 10.45 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-10660)].*
(10.51) Assignment of Leases and Rents among BRI Texas
Apartments Limited Partnership and Life Insurance
Company of Georgia, dated May 9, 1995. [Exhibit 10.46 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-10660)].*
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<PAGE>
Kingwood Lakes
(10.52) Promissory Note Agreement among BRI Texas Apartments
Limited Partnership and Security Life of Denver
Insurance Company, dated May 9, 1995. [Exhibit 10.47 to
Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-10660)].*
(10.53) Deed of Trust and Security Agreement among BRI Texas
Apartments Limited Partnership and Security Life of
Denver Insurance Company, dated May 9, 1995. [Exhibit
10.48 to Company's Annual Report on Form 10-K for the
year ended December 31, 1995 (File No. 1-10660)].*
(10.54) Assignment of Leases and Rents among BRI Texas
Apartments and Security Life of Denver Insurance
Company, dated May 9, 1995. [Exhibit 10.49 to Company's
Annual Report on Form 10-K for the year ended December
31, 1995 (File No. 1-10660)].*
Other Debt
(10.55) Master Repurchase Agreement; Annex I: Supplemental Terms
and Conditions; and Annex II: Names and Addresses; dated
January 9, 1992 between the Company, a Delaware
corporation and The First Boston Corporation. [Exhibit
10.7 to Company's Annual Report on Form 10-K for the
year ended December 31, 1991 (File No. 1-10660)].*
(10.56) Interest Rate Swap Master Agreement among BRI OP Limited
Partnership and The First National Bank of Boston, dated
October 31, 1995. [Exhibit 10.51 to Company's Annual
Report on Form 10-K for the year ended December 31, 1995
(File No. 1-10660)].*
(10.57) Schedule to the Interest Rate Swap Master Agreement
among BRI OP Limited Partnership and The First National
Bank of Boston, dated October 31, 1995. [Exhibit 10.52
to Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 1-10660)].*
Other
1.1 Underwriting Agreement between Berkshire Realty Company,
Inc. and Lehman Brothers, Inc., as representative of the
Co-Managers dated November 4, 1997.*
3.1 Bylaws as amended of Berkshire Realty Company, Inc.*
8.1 Opinion of Peabody & Brown as to tax matters.*
23.1 Consent of Coopers & Lybrand LLP (dated April 3, 1998).+
Financial Data Schedules
(27.1) Financial Data Schedule - December 31, 1997+
(27.2) Financial Data Schedule - December 31, 1996+
(27.3) Financial Data Schedule - December 31, 1995+
Reports on Form 8-K
(a) Exhibits
10.1 Contribution Agreement by and between Turtle Creek
Associates Limited Partnership and BRI OP Limited
Partnership, dated April 8, 1996. [Exhibit 10.1 to
Company's Report on Form 8-K/A dated July 29, 1996 (File
No. 1-10660)].*
10.2 BRI The Point Agreement of Limited Partnership by and
between BRI Texas Apartments Limited Partnership and BRI
OP Limited Partnership. [Exhibit 10.2 to Company's
Report on Form 8-K/A dated July 29, 1996 (File No.
1-10660)].*
10.3 First Amendment to BRI The Point Limited Partnership
Agreement by and between BRI Texas Apartments Limited
Partnership and BRI OP Limited Partnership, dated March
15, 1996. [Exhibit 10.3 to Company's Report on Form
8-K/A dated July 29, 1996 (File No. 1-10660)].*
10.4 Certificate of Limited Partnership of BRI The Point
Limited Partnership dated October 20, 1995. [Exhibit
10.4 to Company's Report on Form 8-K/A dated July 29,
1996 (File No. 1-10660)].*
-8-
<PAGE>
10.5 Agreement of Release, Assumption of Deed of Trust Note,
Deed of Trust and Regulatory Agreement by and among
Turtle Creek Associates Limited Partnership, BRI The
Point Limited Partnership and Berkshire Mortgage Finance
Corporation, dated March 20, 1996. [Exhibit 10.5 to
Company's Report on Form 8-K/A dated July 29, 1996 (File
No. 1-10660)].*
10.6 Deed of Trust by and between Turtle Creek Associates
Limited Partnership and Berkshire Mortgage Finance
Corporation, dated March 14, 1994. [Exhibit 10.6 to
Company's Report on Form 8-K/A dated July 29, 1996 (File
No. 1-10660)].*
10.7 Deed of Trust Note by and between Turtle Creek
Associates Limited Partnership and Berkshire Mortgage
Finance Corporation, dated March 14, 1994. [Exhibit 10.7
to Company's Report on Form 8-K/A dated July 29, 1996
(File No. 1-10660)].*
10.8 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Third
Rolling Road Associates Limited Partnership (Third
Rolling Road/Coventry) and Questar Investment
Corporation dated as of August 25, 1997.*
10.9 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Williston
Associates and Questar Investment Corporation dated as
of August 25, 1997.*
10.10 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Ridgeview
Chase Associates Limited Partnership and Questar
Investment Corporation dated as of August 25, 1997.*
10.11 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Second
Kingswood Common Associates Limited Partnership and
Questar Investment Corporation dated as of August 25,
1997.*
10.12 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Frederick
Road Associates (Jamestown) and Questar Investment
Corporation dated as of August 25, 1997.*
10.13 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Gorn
Properties, Inc. (Hilltop) and Questar Investment
Corporation dated as of August 25, 1997.*
10.14 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Rolling
Road Associates (Heraldry Square) and Questar Investment
Corporation dated as of August 25, 1997.*
10.15 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Tremaine
Associates Limited Partnership (Henley/Rolling Wind) and
Questar Investment Corporation dated as of August 25,
1997.*
10.16 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of
Plainfield Associates (Hazelcrest) and Questar
Investment Corporation dated as of August 25, 1997.*
10.17 Contribution Agreement dated as of August 25, 1997 among
BRI
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<PAGE>
OP Limited Partnership and the partners of Fourth
Rolling Road Associates Limited Partnership (Fourth
Rolling Road/Courtleigh), 19 West Lexington Street
Limited Partnership and Questar Investment Corporation
dated as of August 25, 1997.*
10.18 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Purnell
Associates (Fairway Ridge) and Questar Investment
Corporation dated as of August 25, 1997.*
10.19 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Stratton
Associates Limited Partnership, Fairbrook Associates
Limited Partnership (Fairbrook/Stratton Meadows) and
Questar Investment Corporation dated as of August 25,
1997.*
10.20 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Diamond
Ridge Associates Limited Partnership and Questar
Investment Corporation dated as of August 25, 1997.*
10.21 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Citadel
Associates Limited Partnership, Calvert's Walk
Associates Limited Partnership and Questar Investment
Corporation dated as of August 25, 1997.*
10.22 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Caliber
Associates Limited Partnership, Arborview Associates
Limited Partnership and Questar Investment Corporation
dated as of August 25, 1997.*
10.23 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Estates
II Funding Corporation, The Estates Limited Partnership
and Questar Investment Corporation dated as of August
25, 1997.*
10.24 Contribution Agreement dated as of August 25, 1997 among
BRI OP Limited Partnership and the partners of Warren
Park Associates and Questar Investment Corporation dated
as of August 25, 1997.*
10.25 Agreement and Plan of Merger among Berkshire Realty
Company, Inc., Questar Property Management Corporation
and its Shareholders dated as of August 25, 1997.*
10.26 Agreement and Plan of Merger among Berkshire Realty
Company, Inc., Questar Management Company and its
Shareholders dated as of August 25, 1997.*
10.27 Agreement and Plan of Merger among Berkshire Realty
Company, Inc., Kingswood Management Company and its
Shareholders dated as of August 25, 1997.*
10.28 Agreement and Plan of Merger among Berkshire Realty
Company, Inc., Vector Property Management Company and
its Shareholders dated as of August 25, 1997.*
10.29 Agreement and Plan of Merger among Berkshire Realty
Company, Inc., Gorn Management Company and its
Shareholders dated as of August 25, 1997.*
10.30 Agreement and Plan of Merger among Berkshire Realty
Company,
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<PAGE>
Inc., Arborview Management Company and its Shareholders
dated as of August 25, 1997.*
10.31 Form of Development Acquisition Agreement among Questar
Properties, Inc., Stephen M. Gorn, John B. Colvin and
BRI OP Limited Partnership.*
10.32 Development Contribution Agreement (Avalon 1,3,4) among
Stephen Gorn, John B. Colvin and BRI OP Limited
Partnership dated as of August 25, 1997.*
10.33 Development Contribution Agreement (Liriope) among
Stephen Gorn, John B. Colvin and BRI OP Limited
Partnership dated as of August 25, 1997.*
10.34 Development Contribution Agreement (Granite Run) among
Stephen Gorn, John B. Colvin and BRI OP Limited
Partnership dated as of August 25, 1997.*
10.35 Development Contribution Agreement (Avalon 2) among
Stephen Gorn, John B. Colvin and BRI OP Limited
Partnership dated as of August 25, 1997.*
10.36 Form of Registration Rights Agreement among Berkshire
Realty Company, Inc. and certain partners of BRI OP
Limited Partnership.*
10.37 Loan Agreement between BRI OP Limited Partnership and
GGC, L.L.C. dated as of August 25, 1997.*
10.38 Certificate of Designation designating 2,737,000 shares
of Preferred Stock of 2,737,000 shares of Series 1997-A
Convertible Preferred Stock (par value $0.01 per share)
dated September 30, 1997.*
10.39 Loan Agreement between BRI OP Limited Partnership and
GGC, L.L.C, dated as of August 25, 1997.*
10.40 Stock Purchase Agreement among Berkshire Realty Company,
Inc., Westbrook Real Estate Fund II, L.P. and Westbrook
Berkshire Holdings, L.L.C. dated as of September 19,
1997.*
10.41 Exchange and Amendment Agreement among Berkshire Realty
Company, Inc., Westbrook Berkshire Holdings, L.L.C. and
Morgan Stanley Asset Management, Inc., as attorney in
fact for certain clients, dated as of September 30,
1997.*
10.42 Registration Rights Agreement between Berkshire Realty
Company, Inc. and Westbrook Berkshire Holdings, L.L.C.*
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<PAGE>
23.1 Consent of Coopers & Lybrand L.L.P. Independent
Accountants.*
23.2 Consent of KPMG Peat Marwick LLP, Independent
Accountants.*
23.3 Consent of Coopers & Lybrand, LLP.*
23.4 Consent of KPMG Peat Marwick LLP.*
23.5 Consent of M/PF Research, Inc.*
23.6 Consent of Peabody & Brown (included in Exhibit 8).*
* Incorporated by reference.
+ Filed herein.
(b) Reports on Form 8-K
Date Event Reported Financial Statements
---- -------------- --------------------
October 15, 1997 Changes in Control of Yes
Registrant
Acquisition of Assets
Other Events
October 15, 1997 Prospectus Supplement None
October 24, 1997 Earnings Release Yes
Reports on Form 8-K/A
Date Event Reported Financial Statements
---- -------------- --------------------
November 5, 1997 Property Acquisition None
November 5, 1997 Prospectus Supplement None
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 30th day of
March, 1998.
BERKSHIRE REALTY COMPANY, INC.
By: /s/Douglas Krupp
----------------
Douglas Krupp, Chairman of the Board
and Director of Berkshire Realty
Company, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated, on the 30th day of March, 1998.
Signatures Title(s)
- ---------- --------
/s/ David Marshall President, Chief Executive Officer and
- ---------------------------- Director of Berkshire Realty Company, Inc.
David Marshall
/s/ Marianne Pritchard Executive Vice President and Chief Financial
- ---------------------------- Officer of Berkshire Realty Company, Inc.
Marianne Pritchard
/s/ J. Paul Finnegan Director of Berkshire Realty Company, Inc.
- ---------------------------
J. Paul Finnegan
/s/ Charles N. Goldberg Director of Berkshire Realty Company, Inc.
- ---------------------------
Charles N. Goldberg
/s/ E. Robert Roskind Director of Berkshire Realty Company, Inc.
- ---------------------------
E. Robert Roskind
/s/ David M. deWilde Director of Berkshire Realty Company, Inc.
- ---------------------------
David M. deWilde
/s/ Terrance R. Ahern Director of Berkshire Realty Company, Inc.
- ---------------------------
Terrance R. Ahern
/s/ Paul D. Kazilionis Director of Berkshire Realty Company, Inc.
- ---------------------------
Paul D. Kazilionis
/s/ Arthur P. Solomon Director of Berkshire Realty Company, Inc.
- ---------------------------
Arthur P. Solomon
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Berkshire Realty Company, Inc. and Subsidiaries on Forms S-3 (File Numbers
333-44567, 333-41525, 333-34201, 333-32565, 333-29831, and 033-77306) and Form
S-8 (File Number 333-03997) of our report dated January 16, 1998, except for
Note V, for which the date is February 27, 1998, on our audits of the
consolidated financial statements and financial statement schedule of Berkshire
Realty Company, Inc. and Subsidiaries as of December 31, 1997 and 1996, and for
the year ended December 31, 1997, which is included in this Annual Report on
Form 10-K/A.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
April 3, 1998
