As filed with the Securities and Exchange Commission on February 19, 1999
Registration No. 33-77306
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BERKSHIRE REALTY COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-3086485
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
One Beacon Street, Suite 1550
Boston, Massachusetts 02108
(888) 867-0100
(Address, Including Zip Code, and Telephone Number Including Area Code,
of Registrant's Principal Executive Offices)
Scott D. Spelfogel, Esq.
Berkshire Realty Company, Inc.
One Beacon Street, Suite 1500
Boston, Massachusetts 02108
(617) 646-2300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
David E. Redlick, Esq.
Kenneth A. Hoxsie, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
Approximate date of commencement of proposed sale to the public: Not
Applicable.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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Explanatory Note:
Pursuant to a Registration Statement on Form S-3 (File No. 33-77306) filed
with the Securities and Exchange Commission (the "Commission") on April 4, 1994
and amended by Pre-Effective Amendment No. 1 to Registration Statement filed
with the Commission on September 2, 1994 (the "Registration Statement"),
Berkshire Realty Company, Inc., a Delaware corporation (the "Company")
registered under the Securities Act of 1933, as amended (the "Securities Act"),
an aggregate of 3,000,000 shares (the "Shares") of the Company's common stock,
$.01 par value per share, issuable upon exercise of certain warrants issued by
the Company on September 7, 1994 (the "Warrants").
The Warrants expired on September 8, 1998. Consequently, the offering of
the Shares terminated on September 8, 1998. As of September 8, 1998, 12,034 of
the Shares had been issued pursuant to the exercise of Warrants and, as a
result, an aggregate of 12,034 Shares were sold in the offering. Accordingly,
this Post-Effective Amendment No. 1 to Registration Statement is being filed for
the purpose of deregistering the remaining 2,987,966 Shares which were not sold
in the offering.
SIGNATURE
Pursuant to Rule 478 promulgated under the Securities Act, the Registrant
duly caused this Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Boston, Commonwealth of Massachusetts on the 18th day of February, 1999.
BERKSHIRE REALTY COMPANY, INC.
By: /s/ David F. Marshall
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David F. Marshall
President and Chief Executive Officer
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