<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(AMENDMENT NO. 3)
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
BERKSHIRE REALTY COMPANY, INC.
(Name of Issuer)
------------------------------
BRI ACQUISITION LLC
BERKSHIRE REALTY HOLDINGS, L.P.
BERKSHIRE REALTY COMPANY, INC.
DOUGLAS S. KRUPP
GEORGE KRUPP
APTCO GEN-PAR, L.L.C.
APTCO HOLDINGS, L.L.C.
BLACKSTONE REAL ESTATE PARTNERS III L.P.
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP XI
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
------------------------------
084710 10 2
(CUSIP Number of Class of Securities)
--------------------------------------------------
<TABLE>
<S> <C>
SCOTT D. SPELFOGEL, ESQ. DOUGLAS S. KRUPP
BERKSHIRE REALTY COMPANY, INC. BERKSHIRE REALTY HOLDINGS, L.P.
ONE BEACON STREET, SUITE 1550 ONE BEACON STREET, SUITE 1500
BOSTON, MASSACHUSETTS 02108 BOSTON, MASSACHUSETTS 02108
(617) 574-8385 (617) 523-7722
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
DAVID E. REDLICK, ESQ. JAMES M. DUBIN, ESQ.
KENNETH A. HOXSIE, ESQ. MICHELE R. JENKINSON, ESQ.
HALE AND DORR LLP PAUL, WEISS, RIFKIND, WHARTON &
60 STATE STREET GARRISON
BOSTON, MASSACHUSETTS 02109 1285 AVENUE OF THE AMERICAS
(617) 526-6000 NEW YORK, NEW YORK 10019
(212) 373-3000
ROBERT A. WEIBLE, ESQ. GREGORY J. RESSA, ESQ.
SUZANNE K. HANSELMAN, ESQ. BRIAN M. STADLER, ESQ.
BAKER & HOSTETLER LLP SIMPSON THACHER & BARTLETT
NATIONAL CITY CENTER 425 LEXINGTON AVENUE
SUITE 3200 NEW YORK, NEW YORK 10017
1900 EAST 9TH STREET (212) 455-2000
CLEVELAND, OHIO 44114
(216) 621-0200
ANTHONY J. COLLETTA, ESQ.
GERALD D. SHEPHERD, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
</TABLE>
Page 1 of 16 Pages
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting material or information
statement referred to in checking box (a) are preliminary copies: [ ]
Calculation of Filing Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
Amount of Filing
Transaction Valuation* Fee
<S> <C>
$536,493,116...................................... $107,299
- --------------------------------------------------------------------------
</TABLE>
* This amount is based upon a merger involving the cancellation of
37,371,785 shares of Common Stock at $12.25 cash per share and
2,737,000 shares of Preferred Stock at $28.75 per share. Pursuant to,
and as provided by, Rule 0-11(b)(1), the amount required to be paid
with the filing of this Schedule 13E-3 is $107,299.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
<TABLE>
<S> <C>
Amount previously paid: $107,299 Filing Party: Berkshire Realty Company, Inc.
Form or registration No.: Preliminary Schedule 14A Date Filed: June 23, 1999
Amendment No. 1 to
Preliminary Schedule 14A Date Filed: August 17, 1999
Amendment No. 2 to
Preliminary Schedule 14A Date Filed: August 30, 1999
</TABLE>
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being
filed jointly by Berkshire Realty Holdings, L.P., a Delaware limited
partnership (the "Parent"), BRI Acquisition, LLC, a Delaware limited
liability company (the "Acquiror"), Berkshire Realty Company, Inc., a
Delaware corporation (the "Company"), Douglas S. Krupp, Aptco Gen-Par,
L.L.C., a Delaware limited liability company ("Berkshire GP"), Aptco
Holdings, L.L.C., a Delaware limited liability company ("Berkshire LP"),
George Krupp, Blackstone Real Estate Partners III L.P., a Delaware limited
partnership, and Whitehall Street Real Estate Limited Partnership XI, a
Delaware limited partnership, in connection with the proposed merger of the
Acquiror with and into the Company or, alternatively, the merger of the
Company with and into the Parent (either such structure is hereinafter
referred to as the "Merger"), pursuant to an Agreement and Plan of Merger,
dated as of April 13, 1999 (as amended, the "Merger Agreement"), by and among
the Company, the Parent and the Acquiror.
Upon the effectiveness of the Merger (the "Effective Time"), each share
of common stock, par value $.01 per share, of the Company issued and outstanding
immediately prior to the Effective Time will be converted into $12.25 in cash,
and each share of Series 1997-A Convertible Preferred Stock, $.01 par value per
share, issued and outstanding immediately prior to the Effective Time, will be
converted into $28.75, together with 115% of unpaid accrued dividends, in cash.
Page 2 of 16 Pages
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This Amendment No. 3 to the Schedule 13E-3 is being filed with the
Securities and Exchange Commission concurrently with a definitive proxy
statement filed by the Company pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Proxy Statement"). A copy
of the Proxy Statement is attached hereto as Exhibit 99.1. The following
cross reference sheet is being supplied pursuant to General Instruction F to
Schedule 13E-3 and shows the location in the Proxy Statement of the
information required to be included in this Amendment No. 3 to Schedule
13E-3. The information contained in the Proxy Statement, including all
appendices thereto, is expressly incorporated herein by reference and the
responses to each item are qualified in their entirety by reference to the
information contained in the Proxy Statement and the appendices thereto.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Proxy Statement.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION IN LOCATION IN THE
SCHEDULE 13E-3 PROXY STATEMENT
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<S> <C> <C>
1. Issuer and Class of Security Subject to
the Transaction
(a) "SUMMARY;" and "GENERAL -- The Company"
(b) COVER PAGE, "SUMMARY -- Voting Securities
and Votes Required;" and "INFORMATION
CONCERNING THE SPECIAL MEETING --
Record Date; Quorum; Outstanding Common
Stock and Preferred Stock Entitled to Vote"
(c) "COMMON STOCK MARKET PRICE
INFORMATION; DIVIDEND INFORMATION"
(d) "COMMON STOCK MARKET PRICE
INFORMATION; DIVIDEND INFORMATION"
(e) "COMMON STOCK MARKET PRICE
INFORMATION; DIVIDEND INFORMATION"
(f) *
2. IDENTITY AND BACKGROUND "SUMMARY;" "GENERAL -- The Parent and the
Acquiror;" "MANAGEMENT OF THE
COMPANY;" "MANAGEMENT OF THE
PARENT AND THE ACQUIROR; GENERAL
PARTNERS OF THE PARENT;" "APPENDIX F;"
"APPENDIX G;" AND "APPENDIX H"
3. PAST CONTACTS, TRANSACTIONS
OR NEGOTIATIONS
(a)(1) "SPECIAL FACTORS -- Background of the
Merger;" "SPECIAL FACTORS -- Interest of
Certain Persons in Matters to be Acted
Upon;" and "CERTAIN RELATIONSHIPS AND
TRANSACTIONS"
</TABLE>
Page 3 of 16 Pages
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<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION IN LOCATION IN THE
SCHEDULE 13E-3 PROXY STATEMENT
- -------------- ---------------
<S> <C> <C>
(a)(2) "SPECIAL FACTORS -- Background of the
Merger;" "SPECIAL FACTORS -- Purpose and
Structure of the Merger;" "SPECIAL FACTORS --
Interests of Certain Persons in Matters to be
Acted Upon;" and "CERTAIN RELATIONSHIPS
AND TRANSACTIONS"
(b) "SPECIAL FACTORS -- Background of the
Merger;" "SPECIAL FACTORS -- Interests of
Certain Persons in Matters to be Acted
Upon;" and "CERTAIN RELATIONSHIPS AND
TRANSACTIONS"
4. TERMS OF THE TRANSACTION
(a) "SUMMARY;" "SPECIAL FACTORS;" and "THE
MERGER"
(b) "SUMMARY;" "SPECIAL FACTORS;" and "THE
MERGER"
5. PLANS OR PROPOSALS OF THE
ISSUER OR AFFILIATE
(a) - (g) "SUMMARY -- Partnership Merger;" "SPECIAL
FACTORS -- Purpose and Structure of the
Merger;" "SPECIAL FACTORS -- Interest of
Certain Persons in Matters to be Acted Upon;"
"SPECIAL FACTORS -- Certain Consequences of
the Merger;" "SPECIAL FACTORS -- Plans for
the Company After the Merger;" "THE MERGER
-- The Merger;" and "THE MERGER --
Financing; Source of Funds"
6. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION
(a) - (c) "SUMMARY -- Fairness Opinions;" "SUMMARY
-- Financing; Source of Funds;" "THE MERGER
-- Financing; Source of Funds;" and "THE
MERGER -- Fees and Expenses"
(d) *
</TABLE>
Page 4 of 16 Pages
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<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION IN LOCATION IN THE
SCHEDULE 13E-3 PROXY STATEMENT
- -------------- ---------------
<S> <C> <C>
7. PURPOSE(S), ALTERNATIVES,
REASONS AND EFFECTS
(a) - (c) "SUMMARY -- Purpose, Structure and Effects of
the Merger;" "SPECIAL FACTORS --
Background of the Merger;" "SPECIAL
FACTORS -- Purpose and Structure of the
Merger;" "SPECIAL FACTORS --
Recommendation of the Special Committee and
the Board of Directors; Fairness of the Merger;"
"SPECIAL FACTORS -- Opinions of the
Financial Advisors;" and "SPECIAL FACTORS --
Position of the Parent, the Acquiror and Certain
Affiliates"
(d) "SUMMARY -- Purpose, Structure and Effects of
the Merger;" "SUMMARY -- Potential Conflicts
of Interest of Officers and Directors of the
Company;" "SUMMARY -- Federal Income Tax
Consequences;" "SPECIAL FACTORS -- Purpose
and Structure of the Merger;" "SPECIAL
FACTORS -- Recommendation of the Special
Committee and the Board of Directors; Fairness
of the Merger;" "SPECIAL FACTORS -- Benefits
and Detriments to Nonaffiliated Stockholders;"
"SPECIAL FACTORS -- Interests of Certain
Persons in the Merger;" "SPECIAL FACTORS --
Certain Consequences of the Merger;"
"SPECIAL FACTORS -- Plans for the Company
After the Merger;" "SPECIAL FACTORS --
Material Federal Tax Consequences;" "SPECIAL
FACTORS -- Accounting Treatment;" and "THE
MERGER"
8. FAIRNESS OF THE TRANSACTION
(a) - (f) "SUMMARY -- Recommendation of the Board of
Directors and the Special Committee;"
"INFORMATION CONCERNING THE SPECIAL
MEETING -- Vote Required;" "SPECIAL
FACTORS -- Background of the Merger;"
"SPECIAL FACTORS -- Purpose and Structure
of the Merger;" "SPECIAL FACTORS --
Recommendation of the Special Committee and
the Board of Directors; Fairness of the Merger;"
"SPECIAL FACTORS -- Position of the Parent,
the Acquiror and Certain Affiliates;" "SPECIAL
FACTORS -- Benefits and Detriments to
Nonaffiliated Stockholders;" "SPECIAL
FACTORS -- Opinions of Financial Advisors;"
"SPECIAL FACTORS -- Interests of Certain
Persons in the Merger; "APPENDIX B --
OPINION OF LAZARD," "APPENDIX C --
OPINION OF LEHMAN;" and "APPENDIX D --
OPINION OF PRUDENTIAL SECURITIES"
</TABLE>
Page 5 of 16 Pages
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<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION IN LOCATION IN THE
SCHEDULE 13E-3 PROXY STATEMENT
- -------------- ---------------
<S> <C> <C>
9. REPORTS, OPINIONS, APPRAISALS
AND CERTAIN NEGOTIATIONS
(a) - (c) "SPECIAL FACTORS -- Background of the
Merger;" "SPECIAL FACTORS --
Recommendation of the Special Committee and
the Board of Directors; Fairness of the Merger;"
"SPECIAL FACTORS -- Opinions of the
Financial Advisors;" "THE MERGER --Financing;
Source of Funds;" "ESTIMATED PROCEEDS
PER SHARE IN LIQUIDATION;" "APPENDIX B
-- OPINION OF LAZARD;" "APPENDIX C --
OPINION OF LEHMAN;" "APPENDIX D --
OPINION OF PRUDENTIAL SECURITIES;"
"APPENDIX I --SUMMARY INDEPENDENT
APPRAISAL;" and "APPENDIX J -- SUMMARY
PARENT APPRAISAL"
10. INTEREST IN SECURITIES OF THE
ISSUER
(a) "SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
OF THE COMPANY"
(b) "COMMON STOCK MARKET PRICE
INFORMATION; DIVIDEND INFORMATION"
11. CONTRACTS, ARRANGEMENTS OR "SUMMARY;" "SPECIAL FACTORS -- Interests
UNDERSTANDINGS WITH RESPECT of Certain Persons in Matters to be Acted
TO THE ISSUER'S SECURITIES Upon;" "THE MERGER;" and "CERTAIN
RELATIONSHIPS AND TRANSACTIONS"
12. PRESENT INTENTION AND
RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE
TRANSACTION
(a) - (b) "SUMMARY;" "INFORMATION CONCERNING
THE SPECIAL MEETING -- Vote Required;"
"SPECIAL FACTORS -- Background of the
Merger;" "SPECIAL FACTORS -- Purpose and
Structure of the Merger;" "SPECIAL FACTORS --
Recommendation of the Special Committee and
the Board of Directors; Fairness of the Merger;"
and "SPECIAL FACTORS -- Position of the
Parent and the Acquiror"
13. OTHER PROVISIONS OF THE
TRANSACTION
(a) "SUMMARY -- Appraisal Rights;" and "THE
MERGER -- Appraisal Rights"
</TABLE>
Page 6 of 16 Pages
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<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION IN LOCATION IN THE
SCHEDULE 13E-3 PROXY STATEMENT
- -------------- ---------------
<S> <C> <C>
(b) *
(c) *
14. FINANCIAL INFORMATION
(a) "SELECTED FINANCIAL DATA OF THE COMPANY;"
and the Consolidated Financial Statements
of the Company included in the Proxy
Statement
(b) *
15. PERSONS AND ASSETS EMPLOYED,
RETAINED OR UTILIZED
(a) "INFORMATION CONCERNING THE SPECIAL
MEETING -- Proxy Solicitation;" "SPECIAL
FACTORS -- Background of the Merger;"
"SPECIAL FACTORS -- Plans for the Company
After the Merger;" and "THE MERGER --
Fees and Expenses"
(b) "INFORMATION CONCERNING THE SPECIAL
MEETING -- Proxy Solicitation;" "SPECIAL
FACTORS -- Opinions of the Financial
Advisors;" "THE MERGER -- Fees and
Expenses;" "APPENDIX B -- OPINION OF
LAZARD;" "APPENDIX C -- OPINION OF
LEHMAN;" and "APPENDIX D -- OPINION OF
PRUDENTIAL SECURITIES"
16. ADDITIONAL INFORMATION The Proxy Statement, including the Appendices
thereto, and the Exhibits hereto
17. MATERIAL TO BE FILED AS EXHIBITS
(a) - (f) Separately filed with this Schedule 13E-3.
</TABLE>
* The Item is inapplicable or the answer thereto is in the negative.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information set forth in "SUMMARY;" and "GENERAL -- The
Company" in the Proxy Statement is hereby incorporated herein by reference.
(b) The information set forth on the Cover Page of the Proxy Statement
and in "SUMMARY -- Voting Securities and Vote Required;" and "INFORMATION
CONCERNING THE SPECIAL MEETING -- Record Date; Quorum; Outstanding Common Stock
and Preferred Stock Entitled to Vote" in the Proxy Statement is hereby
incorporated herein by reference.
(c) The information set forth in "COMMON STOCK MARKET PRICE
INFORMATION; DIVIDEND INFORMATION" in the Proxy Statement is hereby incorporated
herein by reference.
(d) The information set forth in "COMMON STOCK MARKET PRICE
INFORMATION; DIVIDEND INFORMATION" in the Proxy Statement is hereby incorporated
herein by reference.
Page 7 of 16 Pages
<PAGE>
(e) The information set forth in "COMMON STOCK MARKET PRICE
INFORMATION; DIVIDEND INFORMATION" in the Proxy Statement is hereby incorporated
herein by reference.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13E-3 is being filed by the Company, the Acquiror, the
Parent, Douglas S. Krupp, Berkshire GP, Berkshire LP, George Krupp,
Blackstone Real Estate Partners III L.P and Whitehall Street Real Estate
Limited Partnership XI. The Company is the issuer of the Common Stock which
is the subject of the Rule 13e-3 transaction. The information set forth in
"SUMMARY;" "GENERAL --The Parent and the Acquiror;" "MANAGEMENT OF THE
COMPANY;" "MANAGEMENT OF THE PARENT AND THE ACQUIROR; GENERAL PARTNERS OF THE
PARENT;" "APPENDIX F;" "APPENDIX G;" and "APPENDIX H" in the Proxy Statement
is hereby incorporated herein by reference.
During the last five years, none of the Acquiror, the Parent,
Berkshire GP, Berkshire LP, Douglas S. Krupp, George Krupp, Blackstone Real
Estate Partners III L.P., Whitehall Street Real Estate Limited Partnership
XI, nor any person controlling the Acquiror or the Parent, nor, to the best
of their knowledge, any of the persons set forth in "MANAGEMENT OF THE
COMPANY" and "MANAGEMENT OF THE PARENT AND THE ACQUIROR; GENERAL PARTNERS OF
THE PARENT" in the Proxy Statement has (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree, or final order enjoining further violations of, or
prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) (1) The information set forth in "SPECIAL FACTORS -- Background of
the Merger;" "SPECIAL FACTORS -- Interest of Certain Persons in Matters to be
Acted Upon;" and "CERTAIN RELATIONSHIPS AND TRANSACTIONS" in the Proxy Statement
is hereby incorporated herein by reference.
(a) (2) The information set forth in "SPECIAL FACTORS -- Background of
the Merger;" "SPECIAL FACTORS -- Purpose and Structure of the Merger;" "SPECIAL
FACTORS -- Interests of Certain Persons in Matters to be Acted Upon;" and
"CERTAIN RELATIONSHIPS AND TRANSACTIONS" in the Proxy Statement is hereby
incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS -- Background of the
Merger;" "SPECIAL FACTORS -- Interests of Certain Persons in Matters to be Acted
Upon;" and "CERTAIN RELATIONSHIPS AND TRANSACTIONS" in the Proxy Statement is
hereby incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY;" "SPECIAL FACTORS ;" and
"THE MERGER" in the Proxy Statement is hereby incorporated herein by reference.
(b) The information set forth in "SUMMARY;" "SPECIAL FACTORS ;" and
"THE MERGER" in the Proxy Statement is hereby incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) - (g) The information set forth in "SUMMARY -- Partnership Merger;"
"SPECIAL FACTORS -- Purpose and Structure of the Merger;" "SPECIAL FACTORS --
Interests of Certain Persons in
Page 8 of 16 Pages
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Matters to be Acted Upon;" "SPECIAL FACTORS -- Certain Consequences of the
Merger;" "THE MERGER -- The Merger;" "SPECIAL FACTORS -- Plans for the Company
After the Merger;" and "THE MERGER -- Financing and Source of Funds" in the
Proxy Statement is hereby incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) - (c) The information set forth in "SUMMARY -- Fairness Opinions;"
"SUMMARY --Financing; Source of Funds;" "THE MERGER -- Financing; Source of
Funds;" and "THE MERGER --Fees and Expenses" in the Proxy Statement is hereby
incorporated herein by reference.
(d) Not Applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c) The information set forth in "SUMMARY -- Purpose, Structure
and Effects of the Merger;" "SPECIAL FACTORS -- Background of the Merger;"
"SPECIAL FACTORS -- Purpose and Structure of the Merger;" "SPECIAL FACTORS --
Recommendation of the Special Committee and the Board of Directors; Fairness of
the Merger;" "SPECIAL FACTORS -- Opinions of the Financial Advisors;" and
"SPECIAL FACTORS -- Position of the Parent, the Acquiror and Certain Affiliates"
in the Proxy Statement is hereby incorporated herein by reference.
(d) The information set forth in "SUMMARY -- Purpose, Structure and
Effects of the Merger;" "SUMMARY -- Potential Conflicts of Interest of Directors
and Officers of the Company;" "SUMMARY -- Federal Income Tax Consequences;"
"SPECIAL FACTORS -- Purpose and Structure of the Merger;" "SPECIAL FACTORS --
Recommendation of the Special Committee and the Board of Directors; Fairness of
the Merger;" "SPECIAL FACTORS -- Benefits and Detriments to Nonaffiliated
Stockholders;" "SPECIAL FACTORS -- Interests of Certain Persons in the Merger;"
"SPECIAL FACTORS -- Certain Consequences of the Merger;" "SPECIAL FACTORS --
Plans for the Company After the Merger;" "SPECIAL FACTORS -- Material Federal
Tax Consequences;" "SPECIAL FACTORS -- Accounting Treatment;" and "THE MERGER"
in the Proxy Statement is hereby incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) - (f) The information set forth in "SUMMARY - Recommendation of the
Board of Directors and the Special Committee;" "INFORMATION CONCERNING THE
SPECIAL MEETING -- Vote Required;" "SPECIAL FACTORS -- Background of the
Merger;" "SPECIAL FACTORS -- Purpose and Structure of the Merger;" "SPECIAL
FACTORS -- Recommendation of the Special Committee and the Board of Directors;
Fairness of the Merger;" "SPECIAL FACTORS -- Position of the Parent, the
Acquiror and Certain Affiliates;" "SPECIAL FACTORS -- Benefits and Detriments to
Nonaffiliated Stockholders;" "SPECIAL FACTORS -- Opinions of the Financial
Advisors;" "SPECIAL FACTORS --Interest of Certain Persons in the Merger;"
"APPENDIX B -- OPINION OF LAZARD;" APPENDIX C --OPINION OF LEHMAN;" and
"APPENDIX D -- OPINION OF PRUDENTIAL SECURITIES" in the Proxy Statement is
hereby incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) - (c) The information set forth in "SPECIAL FACTORS --
Background of the Merger;" "SPECIAL FACTORS -- Recommendation of the Special
Committee and Board of Directors; Fairness of the Merger;" "SPECIAL FACTORS
- -- Opinions of the Financial Advisors;" "THE MERGER -- Financing; Source of
Funds;" "ESTIMATED PROCEEDS PER SHARE IN LIQUIDATION;" "APPENDIX B --OPINION
OF LAZARD;" "APPENDIX C -- OPINION OF LEHMAN;" "APPENDIX D -- OPINION OF
PRUDENTIAL SECURITIES;" "APPENDIX I -- SUMMARY INDEPENDENT APPRAISAL;" and
"APPENDIX J -- SUMMARY PARENT APPRAISAL" in the Proxy Statement is hereby
incorporated herein by reference.
Page 9 of 16 Pages
<PAGE>
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY" in the Proxy Statement is
hereby incorporated herein by reference.
(b) The information set forth in "COMMON STOCK MARKET PRICE
INFORMATION; DIVIDEND INFORMATION" in the Proxy Statement is hereby incorporated
herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in "SUMMARY;" "SPECIAL FACTORS -- Interests
of Certain Persons in Matters to be Acted Upon;" "THE MERGER;" and "CERTAIN
RELATIONSHIPS AND TRANSACTIONS" in the Proxy Statement is hereby incorporated
herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a) - (b) The information set forth in "SUMMARY;" "INFORMATION
CONCERNING THE SPECIAL MEETING -- Vote Required;" "SPECIAL FACTORS -- Background
of the Merger;" "SPECIAL FACTORS -- Purpose and Structure of the Merger;"
"SPECIAL FACTORS -- Recommendation of the Special Committee and the Board of
Directors; Fairness of the Merger;" and "SPECIAL FACTORS --Position of the
Parent and the Acquiror" in the Proxy Statement is hereby incorporated herein by
reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "SUMMARY -- Appraisal Rights" and "THE
MERGER --Appraisal Rights" in the Proxy Statement is hereby incorporated herein
by reference.
(b) Not Applicable.
(c) Not Applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "SELECTED FINANCIAL DATA OF THE
COMPANY" in the Proxy Statement and the Consolidated Financial Statements of the
Company included in the Proxy Statement are hereby incorporated herein by
reference.
(b) Not Applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "INFORMATION CONCERNING THE SPECIAL
MEETING -- Proxy Solicitation;" "SPECIAL FACTORS -- Background of the Merger;"
"SPECIAL FACTORS -- Plans for the Company after the Merger;" and "THE MERGER --
Fees and Expenses" in the Proxy Statement is hereby incorporated by reference.
(b) The information set forth in "INFORMATION CONCERNING THE SPECIAL
MEETING -- Proxy Solicitation;" "SPECIAL FACTORS -- Opinions of the Financial
Advisors;" "THE MERGER -- Fees and Expenses;" "APPENDIX B - OPINION OF LAZARD;"
"APPENDIX C --OPINION OF LEHMAN;" and "APPENDIX D -- OPINION OF PRUDENTIAL
SECURITIES" in the Proxy Statement is hereby incorporated by reference.
Page 10 of 16 Pages
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ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement and the Appendices
thereto and the Exhibits hereto is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
2.1 -- Agreement and Plan of Merger, dated April 13, 1999, among
the Company, the Parent and the Acquiror, as amended, which is
incorporated herein by reference from Appendix A to the Proxy
Statement.
24 -- Power of Attorney of George Krupp, dated February 22,
1999, naming Douglas Krupp as attorney-in-fact.*
99.1 -- Proxy Statement filed by the Company with the Commission on
even date hereof and hereby incorporated by reference.
99.2 -- Letter to Shareholders of the Company from David F.
Marshall, President and Chief Executive Officer of the
Company, filed by the Company with the Commission on even date
hereof and hereby incorporated by reference.
99.3 -- Notice of Special Meeting of the Shareholders of the
Company filed by the Company with the Commission on even date
hereof and hereby incorporated by reference.
99.4 -- Fairness opinion, dated April 13, 1999, of Lazard Freres &
Co. LLC, financial advisor to the Board of Directors, which is
incorporated herein by reference from Appendix B to the Proxy
Statement.
99.5 -- Fairness opinion, dated April 13, 1999 of Lehman Brothers
Inc., financial advisor to the Board of Directors, which is
incorporated by reference from Appendix C to the Proxy
Statement.
99.6 -- Fairness opinion, dated April 13, 1999, of Prudential
Securities Incorporated, financial advisor to the Special
Committee, which is incorporated by reference from Appendix D
to the Proxy Statement.
99.7 -- Section 262 of the Delaware General Corporation Law, which
is incorporated by reference from Appendix E to the Proxy
Statement.
99.8 -- Debt Commitment Letter, dated April 13, 1999, among the
Parent, Whitehall Street Real Estate Limited Partnership XI
and Blackstone Real Estate Acquisitions III.*
99.9 -- Voting Agreement, dated April 13, 1999, between the Company
and Douglas Krupp.*
99.10 -- Agreement of Limited Partnership of Berkshire Realty
Holdings, L.P., dated April 13, 1999, among Whitehall Street
Real Estate Limited Partnership XI, WXI/BRH Gen-Par, L.L.C.,
Stone Street Real Estate Fund 1998, L.P., Bridge Street Real
Estate Fund 1998, L.P., Stone Street WXI/BRH Corp.,
BRE/Berkshire LP L.L.C., BRE/Berkshire GP L.L.C., Aptco
Holdings, L.L.C. and Aptco Gen-Par, L.L.C.*
99.11 -- Letter Agreement, dated April 13, 1999, among the partners
of Berkshire Realty Holdings, L.P.*
99.12 -- Discussion Materials prepared for the Special Committee by
Prudential Securities Incorporated dated April 13, 1999.*
99.13 -- Discussion Materials prepared for the Board of Directors by
Lazard Freres & Co. LLC dated April 13, 1999.*
Page 11 of 16 Pages
<PAGE>
99.14 -- Discussion Materials prepared for the Board of Directors by
Lehman Brothers Inc. dated April 13, 1999.*
99.15 -- Summary Independent Appraisal prepared by Cushman &
Wakefield, Inc., which is incorporated by reference from
Appendix I to the Proxy Statement.
99.16 -- Summary Parent Appraisal prepared by Cushman & Wakefield,
Inc., which is incorporated by reference from Appendix J to
the Proxy Statement.
99.17 Commitment Letter dated July 29, 1999 between Reilly Mortgage
Group, Inc. and the Parent (the "Freddie Mac Commitment
Letter").*
99.18 Certificate Confirming Loan Amount, Interest Rate and Payment
of Fees, delivered pursuant to the Freddie Mac Commitment
Letter.*
- -------------------------------
* Previously Filed
Page 12 of 16 Pages
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 2, 1999
BRI ACQUISITION LLC
By /S/ DOUGLAS S. KRUPP
--------------------------------------
DOUGLAS S. KRUPP
Authorized Signatory
BERKSHIRE REALTY HOLDINGS, L.P.
By /S/ DOUGLAS S. KRUPP
--------------------------------------
DOUGLAS S. KRUPP
Authorized Signatory
BERKSHIRE REALTY COMPANY, INC.
By /S/ DAVID F. MARSHALL
--------------------------------------
DAVID F. MARSHALL
President and Chief Executive Officer
APTCO GEN-PAR, L.L.C.
By /S/ DOUGLAS S. KRUPP
--------------------------------------
DOUGLAS S. KRUPP
Authorized Signatory
APTCO HOLDINGS, L.L.C.
By /S/ DOUGLAS S. KRUPP
--------------------------------------
DOUGLAS S. KRUPP
Authorized Signatory
DOUGLAS S. KRUPP
/S/DOUGLAS S. KRUPP
--------------------------------------
Page 13 of 16 Pages
<PAGE>
GEORGE KRUPP
/S/DOUGLAS S. KRUPP
--------------------------------------
DOUGLAS S. KRUPP, attorney-in-fact for
George Krupp
BLACKSTONE REAL ESTATE PARTNERS III L.P.
By: BLACKSTONE REAL ESTATE
ASSOCIATES III L.P., its general
partner
By: BLACKSTONE REAL ESTATE
MANAGEMENT ASSOCIATES III L.P., its
general partner
By: BREA III, L.L.C., its general partner
By /s/ THOMAS J. SAYLAK
----------------------------
THOMAS J. SAYLAK
Authorized Signatory
WHITEHALL STREET REAL ESTATE LIMITED
PARTNERSHIP XI
By: WH Advisors, L.L.C. XI, its
general partner
By /s/ KATHARINE LAUER
----------------------------
KATHARINE LAUER
Vice President
Page 14 of 16 Pages
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
2.1 -- Agreement and Plan of Merger, dated April 13, 1999, among
the Company, the Parent and the Acquiror, as amended, which
is incorporated herein by reference from Appendix A to the
Proxy Statement.
24 -- Power of Attorney of George Krupp, dated February 22,
1999, naming Douglas Krupp as attorney-in-fact.*
99.1 -- Proxy Statement filed by the Company with the Commission on
even date hereof and hereby incorporated by reference.
99.2 -- Letter to Shareholders of the Company from David F.
Marshall, President and Chief Executive Officer of the Company,
filed by the Company with the Commission on even date hereof
and hereby incorporated by reference.
99.3 -- Notice of Special Meeting of the Shareholders of the Company
filed by the Company with the Commission on even date hereof
and hereby incorporated by reference.
99.4 -- Fairness opinion, dated April 13, 1999, of Lazard Freres &
Co. LLC, financial advisor to the Board of Directors, which is
incorporated herein by reference from Appendix B to the Proxy
Statement.
99.5 -- Fairness opinion, dated April 13, 1999 of Lehman Brothers
Inc., financial advisor to the Board of Directors, which is
incorporated by reference from Appendix C to the Proxy
Statement.
99.6 -- Fairness opinion, dated April 13, 1999, of Prudential
Securities Incorporated, financial advisor to the Special
Committee, which is incorporated by reference from Appendix D
to the Proxy Statement.
99.7 -- Section 262 of the Delaware General Corporation Law, which
is incorporated by reference from Appendix E to the Proxy
Statement.
99.8 -- Debt Commitment Letter, dated April 13, 1999, among the
Parent, Whitehall Street Real Estate Limited Partnership XI and
Blackstone Real Estate Acquisitions III.*
99.9 -- Voting Agreement, dated April 13, 1999, between the Company
and Douglas Krupp.*
99.10 -- Agreement of Limited Partnership of Berkshire Realty
Holdings, L.P., dated April 13, 1999, among Whitehall Street
Real Estate Limited Partnership XI, WXI/BRH Gen-Par, L.L.C.,
Stone Street Real Estate Fund 1998, L.P., Bridge Street Real
Estate Fund 1998, L.P., Stone Street WXI/BRH Corp.,
BRE/Berkshire LP L.L.C., BRE/Berkshire GP L.L.C., Aptco
Holdings, L.L.C. and Aptco Gen-Par, L.L.C.*
99.11 -- Letter Agreement, dated April 13, 1999, among the partners
of Berkshire Realty Holdings, L.P.*
99.12 -- Discussion Materials prepared for the Special Committee by
Prudential Securities Incorporated dated April 13, 1999.*
99.13 -- Discussion Materials prepared for the Board of Directors by
Lazard Freres & Co. LLC dated April 13, 1999.*
99.14 -- Discussion Materials prepared for the Board of Directors by
Lehman Brothers Inc. dated April 13, 1999.*
Page 15 of 16 Pages
<PAGE>
99.15 -- Summary Independent Appraisal prepared by Cushman &
Wakefield, Inc., which is incorporated by reference from
Appendix I to the Proxy Statement.
99.16 -- Summary Parent Appraisal prepared by Cushman & Wakefield,
Inc., which is incorporated by reference from Appendix J to the
Proxy Statement.
99.17 Commitment Letter dated July 29, 1999 between Reilly Mortgage
Group, Inc. and the Parent (the "Freddie Mac Commitment
Letter").*
99.18 Certificate Confirming Loan Amount, Interest Rate and Payment
of Fees, delivered pursuant to the Freddie Mac Commitment
Letter.*
- -------------------------------
* Previously Filed
Page 16 of 16 Pages
