<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(AMENDMENT NO. 4)
(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)
--------------------------------------------------
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.
SUZANNE K. HANSELMAN, ESQ. GREGORY J. RESSA, ESQ.
BAKER & HOSTETLER LLP BRIAN M. STADLER, ESQ.
NATIONAL CITY CENTER SIMPSON THACHER & BARTLETT
SUITE 3200 425 LEXINGTON AVENUE
1900 EAST 9TH STREET NEW YORK, NEW YORK 10017
CLEVELAND, OHIO 44114 (212) 455-2000
(216) 621-0200
ANTHONY J. COLLETTA, ESQ.
GERALD D. SHEPHERD, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
<PAGE>
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
- --------------------------------------------------------------------------------
Amount of Filing
Transaction Valuation* Fee
$538,009,982................................................ $107,602
- --------------------------------------------------------------------------------
* This amount is based upon a merger involving the cancellation of
37,396,051 shares of Common Stock at $12.25 cash per share and
2,737,000 shares of Preferred Stock at $29.1956 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 $107,602.
[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 Amendment No. 4 to the 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. By
filing this Schedule 13E-3, none of the joint signatories concedes that Rules
13e-3 under the Securities Exchange Act of 1934, as amended, is applicable to
the Merger or the other transactions contemplated by the Merger Agreement.
Page 2 of 6
<PAGE>
ITEM 16. ADDITIONAL INFORMATION.
Item 16 is hereby amended and supplemented as follows:
At a special meeting of shareholders of the Company held on October 5,
1999, the shareholders of the Company approved and adopted the Merger in
accordance with the Merger Agreement. The Merger was structured as the merger
of the Company into the Parent and became effective on October 15, 1999 at
12:41 p.m. Boston time after the filing of the Certificate of Merger with the
Secretary of State of the State of Delaware. As a result of the Merger, the
former shareholders of the Company are entitled to receive $12.25 per share
in cash for each share of common stock and $28.75 (together with 115% of
accrued dividends) in cash for each share of preferred stock.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 is hereby amended and supplemented as follows:
99.19 Certificate of Merger filed with the Secretary of State of the
State of Delaware on October 15, 1999.
99.20 Joint press release of the Company and Acquiror dated October
15, 1999.
Page 3 of 6
<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: October 15, 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 4 of 6
<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/ CHAD PIKE
----------------------------------
CHAD PIKE
Vice President
WHITEHALL STREET REAL ESTATE LIMITED
PARTNERSHIP XI
By: WH Advisors, L.L.C. XI, its general
partner
By /s/ ELIZABETH BURBAN
----------------------------------
ELIZABETH BURBAN
Vice President
Page 5 of 6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
99.19 Certificate of Merger filed with the Secretary of State of the State of
Delaware on October 15, 1999.
99.20 Joint press release of the Company and Acquiror dated October 15, 1999.
</TABLE>
Page 6 of 6
<PAGE>
EXHIBIT 99.19
-------------
CERTIFICATE OF MERGER
OF
BERKSHIRE REALTY COMPANY, INC.
WITH AND INTO
BERKSHIRE REALTY HOLDINGS, L.P.
Under Section 17-211 of the Revised Uniform Limited Partnership Act
of the State of Delaware
Pursuant to Section 17-211 of the Revised Uniform Limited Partnership
Act of the State of Delaware (the "DRULPA"), Berkshire Realty Holdings, L.P., a
Delaware limited partnership (the "Partnership"), hereby certifies to the
following information relating to the merger of Berkshire Realty Company, Inc.,
a Delaware corporation (the "Merger Company"), with and into the Partnership
(the "Merger"):
FIRST: That the name and jurisdiction of formation/incorporation of
the Partnership and the Merger Company, which are the constituent entities of
the Merger (the "Constituent Entities"), are as follows:
<TABLE>
<CAPTION>
NAME STATE OF FORMATION/INCORPORATION
------------- --------------------------------
<S> <C>
Berkshire Realty Company, Inc. Delaware
Berkshire Realty Holdings, L.P. Delaware
</TABLE>
SECOND: That an Agreement and Plan of Merger, dated as of April 13,
1999 (as amended, the "Merger Agreement"), by and among the Partnership, BRI
Acquisition,
<PAGE>
LLC and the Merger Company has been approved and executed by each
of the Constituent Entities in accordance with the requirements of Section
17-211 of the DRULPA.
THIRD: That the name of the surviving limited partnership of the
Merger is Berkshire Realty Holdings, L.P. (the "Surviving Company").
FOURTH: That the executed Merger Agreement is on file at the principal
place of business of the Surviving Company. The address of the principal place
of business of the Surviving Company is One Beacon Street, Suite 1500, Boston,
Massachusetts 02108.
FIFTH: That a copy of the Merger Agreement will be furnished by the
Surviving Company, on request and without cost, to any partner of the
Partnership or any stockholder of the Merger Company.
IN WITNESS WHEREOF, Berkshire Realty Holdings, L.P. has caused this
certificate to be signed by the undersigned duly authorized person this 15th day
of October, 1999.
BERKSHIRE REALTY HOLDINGS, L.P.
By: APTCO GEN-PAR, L.L.C.,
a General Partner
By: /s/ DOUGLAS S. KRUPP
----------------------------------------
Name: Douglas S. Krupp
Title: Chairman and Chief
Executive Officer
<PAGE>
EXHIBIT 99.20
-------------
BERKSHIRE REALTY COMPANY, INC. (NYSE-BRI)
NEWS RELEASE
FOR FURTHER INFORMATION CONTACT:
AT BERKSHIRE REALTY HOLDINGS:
Douglas Krupp, CEO (617) 574-8360
David Olney, President (617) 646-2348
Shareholder Relations: (888) 867-0100
BERKSHIRE REALTY COMPANY AND
BERKSHIRE REALTY HOLDINGS
COMPLETE MERGER
Boston, MA - October 15, 1999 - Berkshire Realty Company, Inc. (NYSE:BRI) today
announced that it has completed its previously announced merger with Berkshire
Realty Holdings, L.P. (BRH), a partnership formed by affiliates of BRI's
Chairman, Douglas Krupp, Blackstone Real Estate Advisors and Whitehall Street
Real Estate Limited Partnership XI (an affiliate of Goldman, Sachs & Co.). The
transaction was approved by BRI stockholders on October 5, 1999.
Under the terms of the merger agreement, BRI stockholders will receive $12.25 in
cash per share of common stock. Limited partners in BRI's Operating Partnership
will also receive $12.25 in cash per OP unit, except in respect of 70% of the OP
units for which elections were made to receive partnership interests in BRH.
Berkshire Realty Company, Inc. is a multifamily real estate investment trust
which acquires, renovates, rehabilitates, develops and operates apartment
communities. The Company currently owns 79 apartment communities consisting of
23,572 units located in Florida, Texas and the Mid-Atlantic and Southeastern
United States.
Whitehall Street Real Estate Limited Partnership XI is a $2.2 billion equity
fund and is the seventh in a series of funds sponsored and capitalized by
Goldman Sachs, along with public and private investors, to acquire real estate
worldwide.
Blackstone Real Estate Advisors is a global real estate investment and
management firm, having acquired $6.8 billion in direct property investments,
real estate securities and interests in real estate operating companies through
three private equity funds sponsored by The Blackstone Group L.P.
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.
