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: April 13, 1999 Commission File No. 1-10660
(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 April 14, 1999, Berkshire Realty Company, Inc. (the "Company") issued a
press release announcing that it has entered into a definitive merger agreement
with a partnership 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. 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
Exhibit
Numbers Description
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2.1(1) Agreement and Plan of Merger, dated as of April 13, 1999, by and
among Berkshire Realty Holdings, L.P., BRI Acquisition, LLC and
the Company.
99.1 Press release dated April 14, 1999.
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(1) Incorporated herein by reference to Exhibit 9 to Amendment No. 2 to
Schedule 13D, dated April 13, 1999, filed with the Securities and Exchange
Commission on April 15, 1999 by Whitehall Street Real Estate Limited Partnership
XI, WXI/BRH Gen-Par, L.L.C., WH Advisors, L.L.C. XI, Goldman, Sachs & Co. and
The Goldman Sachs Group, L.P. in respect of shares of common stock, $0.01 par
value per share, of Berkshire Realty Company, Inc. (File No. 1-10660).
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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: April 15, 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
Exhibit
Numbers Description
- ------- -----------
2.1(1) Agreement and Plan of Merger, dated as of April 13, 1999, by and
among Berkshire Realty Holdings, L.P., BRI Acquisition, LLC and
the Company.
99.1 Press release dated April 14, 1999.
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(1) Incorporated herein by reference to Exhibit 9 to Amendment No. 2 to
Schedule 13D, dated April 13, 1999, filed with the Securities and Exchange
Commission on April 15, 1999 by Whitehall Street Real Estate Limited Partnership
XI, WXI/BRH Gen-Par, L.L.C., WH Advisors, L.L.C. XI, Goldman, Sachs & Co. and
The Goldman Sachs Group, L.P. in respect of shares of common stock, $0.01 par
value per share, of Berkshire Realty Company, Inc. (File No. 1-10660).
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Berkshire Realty Company, Inc. ( NYSE-BRI )
NEWS RELEASE
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FOR FURTHER INFORMATION CONTACT:
<TABLE>
<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
AT BERKSHIRE REALTY HOLDINGS:
Douglas Krupp (617) 574-8360
</TABLE>
BERKSHIRE REALTY COMPANY, INC.
ANNOUNCES DEFINITIVE MERGER AGREEMENT
WITH PARTNERSHIP LED BY CHAIRMAN OF BOARD
Boston, MA - April 14, 1999 -- Berkshire Realty Company, Inc. (the "Company")
(NYSE: BRI) and 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.), today announced that they have entered into a
definitive merger agreement. The Company's Board of Directors has approved the
merger agreement based on a recommendation from a special committee of the Board
comprised of four independent directors.
Pursuant to the terms of the agreement, shareholders of Berkshire will receive
$12.25 in cash per share of common stock. Limited partners in Berkshire's
Operating Partnership can elect to receive the same cash consideration per OP
unit or become limited partners of the acquiring partnership. The transaction is
valued in excess of $1.3 billion.
"My partners and I are excited at the prospect of continuing to develop the
business of Berkshire," Mr. Krupp stated. "At the same time this is also a good
outcome for Berkshire's shareholders in a difficult market for public real
estate companies."
Berkshire announced in May 1998 that its Board of Directors had engaged advisors
to review various strategic alternatives for the Company, including a potential
sale or merger and a Plan of Liquidation that Berkshire's charter requires be
presented to its shareholders. In December 1998, the Company announced that it
had filed proxy materials with the Securities and Exchange Commission related to
a Plan of Liquidation and that the Board had decided to recommend to
shareholders that they vote against approval of
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the Plan. Berkshire's Board believes that the merger produces the greatest value
to shareholders. Filings with the Securities and Exchange Commission on Schedule
13D had previously been made by the investors in the acquiring partnership
detailing their prior merger proposals.
The transaction will be a taxable event for common shareholders and OP unit
holders who elect to receive the cash consideration. The transaction is subject
to the approval of Berkshire's shareholders and other closing conditions. It is
anticipated the closing will occur in the fourth quarter of 1999.
Berkshire was advised by Lazard Freres & Co., LLC, Lehman Brothers Inc. and
Prudential Securities. Greenhill & Co., LLC advised the acquiring partnership.
General Counsel Scott Spelfogel and Hale and Dorr LLP represented Berkshire
while Baker & Hostetler LLP represented the Special Committee of the Board of
Directors of Berkshire. Douglas Krupp was represented by Paul, Weiss, Rifkind,
Wharton & Garrison. Blackstone was represented by Simpson Thacher & Bartlett and
Whitehall was represented by Sullivan & Cromwell.
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.
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, an affiliate of The Blackstone Group, has
invested approximately $5.5 billion in real estate assets, including buildings
representing over 11 million square feet of office space in the United States
and Europe, and luxury hotels such as the Savoy, Four Seasons, Ritz-Carlton and
Hyatts with more than 5,800 rooms. The firm, based in New York, will make the
investment from its third real estate private equity fund.
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.
