UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BERKSHIRE REALTY COMPANY, INC.
------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(Title of Class of Securities)
084710 10 2
-----------
(CUSIP Number)
James M. Dubin, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York, 10019
(212) 373-3000
----------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 15, 1999
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 250.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for the
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 084710 10 2 Page 2 of 11 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
The Berkshire Companies Limited Partnership
04-299-9701
2 Check the Appropriate Box if a Member of a Group (a)[ ]
(See Instructions) (b)[X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Massachusetts
7 Sole Voting Power
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 084710 10 2 Page 3 of 11 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
KGP-1, Incorporated
04-296-2324
2 Check the Appropriate Box if a Member of a Group (a)[ ]
(See Instructions) (b)[X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Massachusetts
7 Sole Voting Power
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 084710 10 2 Page 4 of 11 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
KGP-2, Incorporated
04-296-2323
2 Check the Appropriate Box if a Member of a Group (a)[ ]
(See Instructions) (b)[X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Massachusetts
7 Sole Voting Power
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 084710 10 2 Page 5 of 11 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
Douglas Krupp
2 Check the Appropriate Box if a Member of a Group (a)[ ]
(See Instructions) (b)[X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 084710 10 2 Page 6 of 11 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
George Krupp
2 Check the Appropriate Box if a Member of a Group (a)[ ]
(See Instructions) (b)[X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 084710 10 2 Page 7 of 11 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
Aptco Gen-Par, L.L.C.
2 Check the Appropriate Box if a Member of a Group (a)[ ]
(See Instructions) (b)[X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 084710 10 2 Page 8 of 11 Pages
-----------
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
Aptco Holdings, L.L.C.
2 Check the Appropriate Box if a Member of a Group (a)[ ]
(See Instructions) (b)[X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF 0
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 0
WITH
9 Sole Dispositive Power
0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP No. 084710 10 2 Page 9 of 11 Pages
-----------
Aptco Gen-Par, L.L.C. ("Krupp GP"), Aptco Holdings, L.L.C. ("Krupp
LP"), The Berkshire Companies Limited Partnership ("BCLP"), KGP-1, Incorporated
("KGP-1"), KGP-2, Incorporated ("KGP-2"), Douglas Krupp and George Krupp
(collectively, the "Reporting Parties") hereby amend the report on Schedule 13D
filed by the Reporting Parties other than Krupp GP and Krupp LP on March 4,
1999, as amended by Amendment No. 1 thereto dated March 8, 1999 and Amendment
No. 2 thereto dated April 15, 1999, in respect of the common stock, par value
$.01 per share, of Berkshire Realty Company, Inc., a Delaware corporation (the
"Schedule 13D"), as set forth below.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following
paragraph immediately prior to the final paragraph thereof:
On October 15, 1999, the mergers contemplated by the Merger Agreement
and the OP Merger Agreement (together, the "Mergers") were consummated.
Immediately prior to the consummation of the Mergers, the Reporting Parties
contributed, or caused to be contributed, 512,203 shares of Common Stock and
4,904,066 OP Units (together, the "Contributed Securities") to Berkshire
Holdings, as contemplated by the Partnership Agreement. In connection with the
Mergers, (i) the Contributed Securities were canceled with no merger
consideration deliverable in exchange therefor and (ii) all other outstanding
shares of Common Stock and OP Units (including the remaining shares of Common
Stock and OP Units formerly held by the Reporting Parties) were converted into
the right to receive the applicable merger consideration deliverable in exchange
therefor.
Item 5. Interests in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by adding the following
paragraph at the end thereof:
As of October 15, 1999, as a result of the consummation of the Mergers,
none of the Reporting Parties, David Quade, Whitehall, WHGP, the GS Affiliates,
Blackstone, Blackstone GP or Blackstone LP beneficially owned any shares of
Common Stock or OP Units and no shares of Common Stock were held in Managed
Accounts.
<PAGE>
CUSIP No. 084710 10 2 Page 10 of 11 Pages
-----------
Signatures
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: October 21, 1999
APTCO GEN-PAR, L.L.C.
By: /s/ Douglas Krupp
-----------------
Name: Douglas Krupp
Title: Authorized Signatory
APTCO HOLDINGS, L.L.C.
By: /s/ Douglas Krupp
-----------------
Name: Douglas Krupp
Title: Authorized Signatory
THE BERKSHIRE COMPANIES LIMITED PARTNERSHIP
By: KGP-1, INCORPORATED,
its General Partner
By: /s/ Douglas Krupp
-----------------
Name: Douglas Krupp
Title: President
KGP-1, INCORPORATED
By: /s/ Douglas Krupp
-----------------
Name: Douglas Krupp
Title: President
KGP-2, INCORPORATED
By: /s/ Douglas Krupp
-----------------
Name: Douglas Krupp
Title: President
<PAGE>
CUSIP No. 084710 10 2 Page 11 of 11 Pages
-----------
/s/ Douglas Krupp
-----------------
Douglas Krupp
*
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George Krupp
*By: /s/ Douglas Krupp
-----------------
Name: Douglas Krupp
Title: Attorney-in-fact
