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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report: OCTOBER 5, 1999 Commission File No. 1-10660
(Date of earliest event reported)
BERKSHIRE REALTY COMPANY, INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 04-3086485
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
One Beacon Street, Suite 1550
BOSTON, MASSACHUSETTS 02108
(Address of principal executive offices) (Zip Code)
(888) 867-0100
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 5, 1999, Berkshire Realty Company, Inc. (the "Company") held
a Special Meeting of Stockholders (the "Special Meeting") to consider and
vote upon a proposal (the "Merger Proposal") to (i) approve the merger of BRI
Acquisition, LLC (the "Acquiror") with and into the Company or, at the
election of Berkshire Realty Holdings, L.P., the parent of the Acquiror (the
"Parent"), the merger of the Company with and into the Parent; and (ii) adopt
an Agreement and Plan of Merger, dated as of April 13, 1999, by and among the
Parent, the Acquiror and the Company, as amended. At the Special Meeting, the
Company's stockholders approved and adopted the Merger Proposal.
The Company's Board of Directors, based upon the unanimous
recommendation of a special committee consisting of four Directors who are
not employees of, or otherwise affiliated with, the Company, the Acquiror or
the Parent, had previously approved the Merger Proposal and recommended that
the Company's stockholders vote for approval and adoption of the Merger
Proposal. At the Special Meeting, 28,863,058 votes (including shares of the
Company's voting stock present in person and represented by proxy) were cast
in favor of the proposal, 1,265,688 votes were cast against the proposal and
562,939 votes abstained.
As previously announced by the Company, the Parent and the Acquiror were
formed by the Company's Chairman of the Board and affiliates of Blackstone
Real Estate Advisors and Whitehall Street Real Estate Limited Partnership XI,
an affiliate of Goldman, Sachs & Co.
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SIGNATURES
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 hereunto duly authorized.
Dated: October 5, 1999 BERKSHIRE REALTY COMPANY, INC.
/s/ Marianne Pritchard
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Marianne Pritchard
Executive Vice President and Chief Financial
Officer of Berkshire Realty Company, Inc.
