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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding
Company Act of 1935 or Section 30(f) of
the Investment Company Act of 1940
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OMB Approval
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OMB Number: 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response.........0.5
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(Print or Type Responses)
1. Name and Address of Reporting Person*
Westbrook Real Estate Fund II, L.P.
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(Last) (First) (Middle)
599 Lexington Avenue, Suite 3800
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(Street)
New York New York 10022
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(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/21/98(1)
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Issuer name and Ticker or Trading Symbol
Berkshire Realty Company, Inc. - BRI
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
-- Director
X 10% Owner
-- Officer (give title below)
-- Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing
(Check applicable Line)
|X| Form Filed by One Reporting Person
| | Form Filed by More than One Reporting Person
Table I Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect
(Instr. 4) Securities Form: Direct Beneficial
Beneficially (D) or Indirect Ownership
Owned (I) (Instr. 5) (Instr. 5)
(Instr. 4)
<TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction
5(b)(v).
<CAPTION>
Table II-- Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<S> <C> <C> <C> <C> <C>
1. Title of 2. Date Exer- 3. Title and Amount of 4. Conver- 5. Owner- 6. Nature of
Derivative cisable and Securities Underlying sion or ship Form Indirect
Security Expiration Derivative Security Exercise of Deriv- Beneficial
(Instr. 4) Date (Instr. 4) Price of ative Ownership
(Month/Day/Year) Deri- Security: (Instr. 5)
vative Direct (D) or
Security Indirect (I)
(Instr. 5)
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Date Expira- Title Amount or
Exer- tion Number of
cisable Date Shares
Series A 09/19/98 None Common Stock, 4,323,199 $12.04 I (2) (3) (2) (3)
Convertible par value (2) (3) per share
Preferred Stock $0.01
per share
</TABLE>
Explanation of Responses (1) - (3): See Attachment A
**Intentional mistatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If
space is insufficient, see Instruction 6 for procedure
**Signature of Reporting Person
WESTBROOK REAL ESTATE FUND II, L.P.
By: /s/Patrick K. Fox
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Name: Patrick K. Fox
Title: Attorney-in-Fact
Date: 07/21/98
<PAGE>
FORM 3 (continued)
Name and Address of Reporting Person: Westbrook Real Estate Fund II, L.P.
599 Lexington Avenue, Suite 3800
New York, New York 10022
Date of Event Requiring Statement: 7/21/98
Issuer Name and Ticker Symbol: Berkshire Realty Company, Inc. -- BRI
Attachment A
(1) The derivative security covered by this Form 3 is exercisable on and from
September 19, 1998. The reporting person may be deemed, pursuant to Rule
13d-3(d)(1)(i)(B) under the Act, to be the beneficial owner of the underlying
security 60 days prior to such date.
(2) Westbrook Berkshire Holdings, L.L.C. ("Holdings"), a wholly-owned subsidiary
of the reporting person, is the record owner of shares of the derivative
security which are convertible into 4,323,199 shares of the underlying security
(the "Holdings Conversion Shares"). Westbrook Berkshire Co-Holdings, L.L.C.
("Co-Holdings"), which may be deemed to be an affiliate of the reporting person,
is the record owner of shares of the derivative security which are convertible
into 527,440 shares of the underlying security (the "Co-Holdings Conversion
Shares"). The reporting person may be deemed to have the shared power to vote or
direct the vote with respect to, and to dispose or direct the disposition of,
the Holdings Conversion Shares and the Co-Holdings Conversion Shares. The
reporting person expressly states that this filing shall not be deemed an
admission that the reporting person is, for purposes of Section 16 of the Act or
otherwise, the beneficial owner of any equity securities covered by the
statement.
(3) The reporting person may be deemed to have a pecuniary interest ranging from
1% to 20% in the Holdings Conversion Shares. The reporting person disclaims
pecuniary interest in and beneficial ownership of the Co-Holdings Conversion
Shares.
