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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: July 21, 1999 Commission File No. 1-10660
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(Date of earliest event reported)
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 Identification No.)
incorporation or organization)
One Beacon Street, Suite 1550
Boston, Massachusetts 02108
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(Address of principal executive offices) (Zip Code)
(888) 867-0100
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On July 21, 1999, Berkshire Realty Company, Inc. (the "Company") issued
a press release announcing that its stockholders rejected the Plan of
Liquidation and Dissolution (the "Plan") presented to them at the Company's
Special Meeting of Stockholders held on July 21, 1999. The Company's Restated
Certificate of Incorporation, as amended, required the Company's Board of
Directors to submit to the holders of the Company's voting stock a plan of
liquidation providing for the sale of all of the Company's properties and other
assets and the distribution of the net proceeds therefrom to the Company's
stockholders. The Company's Board of Directors believed that approval of the
Plan was not in the best interests of the Company and its stockholders and
recommended that stockholders vote against approval of the Plan. At the Special
Meeting, 2,135,778 votes (including shares of the Company's voting stock present
in person and represented by proxy) were cast in favor of the proposal,
23,700,944 votes were cast against the proposal and 1,091,344 votes abstained. A
copy of the press release has been filed with this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press release dated July 21, 1999.
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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: July 21, 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.
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
99.1 Press release dated July 21, 1999.
</TABLE>
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Exhibit 99.1
BERKSHIRE REALTY COMPANY, INC. (NYSE-BRI)
NEWS RELEASE
FOR FURTHER INFORMATION CONTACT:
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<S> <C>
AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
David Marshall, CEO (617) 646-2325 Virginia St. John-Needham, General Information (310) 442-0599
Marianne Pritchard, CFO (617) 646-2322 Stephanie Mishra, Analyst Information (415) 986-1591
Shareholder Relations: (888) 867-0100 Martin Gitlin, Media Information (212) 661-8030
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BERKSHIRE REALTY SHAREHOLDERS AGREE WITH DIRECTORS
AND OVERWHELMINGLY REJECT PLAN OF LIQUIDATION
BOSTON, MA -- JULY 21, 1999 -- Berkshire Realty Company, Inc. (the "Company")
(NYSE: BRI) announced that shareholders accepted the recommendation of the
Board of Directors and rejected the Plan of Liquidation and
Dissolution (the "Plan") presented to them at the Company's Special Meeting
of Shareholders held today. Of shareholders voting, 88% voted against the
Plan. The submission of a Plan of Liquidation to shareholders was required by
the Company's charter. Shareholders will have an opportunity to vote at a
later date on the pending merger as described below.
Berkshire previously announced that the Board of Directors had entered into a
definitive merger agreement with Berkshire Realty Holdings, L.P., a
partnership formed by Chairman of the Board Douglas Krupp and affiliates of
Blackstone Real Estate Advisors and Whitehall Street Real Estate Limited
Partnership XI (an affiliate of Goldman, Sachs & Co.). If the merger is
consummated, shareholders of Berkshire would receive $12.25 in cash per share
of common stock. It is expected that a proxy statement related to the merger
transaction will be mailed to shareholders in the third quarter of 1999.
Berkshire Realty Company, Inc. is a multifamily real estate investment trust
which acquires, renovates, rehabilitates, develops and operates apartment
communities. The Company currently owns 82 apartment communities consisting
of 24,387 units located in Florida, Texas and the Mid-Atlantic and
Southeastern United States.
For more information on Berkshire Realty, via fax at no charge,
please dial 1-800-PRO-INFO and enter ticker symbol BRI,
or visit our web site at http://www.brireit.com.
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