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: March 4, 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 (I.R.S. 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 March 4, 1999, Berkshire Realty Company, Inc. (the "Company") issued a
press release announcing that it has received several offers to acquire the
Company, all of which are subject to negotiation of a definitive agreement and
other conditions. 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
99.1 Press release dated March 4, 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: March 4, 1999 BERKSHIRE REALTY COMPANY, INC.
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BY: /s/ David F. Marshall
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David F. Marshall
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press release dated March 4, 1999.
Exhibit 99.1
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Berkshire Realty Company, Inc. (NYSE-BRI)
NEWS RELEASE
FOR FURTHER INFORMATION CONTACT:
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AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD:
David Marshall, CEO (617) 646-2325 Laurie Berman, 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 COMPANY, INC.
ENTERTAINS SEVERAL ACQUISITION OFFERS
Boston, MA - March 4, 1999 -- Berkshire Realty Company, Inc. (the "Company")
(NYSE: BRI) today announced that it has received several offers to acquire the
Company. All of the offers are subject to negotiation of a definitive agreement
and other conditions.
One of the offers is from Aptco LLC at a price of $11.05 in cash per share of
Common Stock. A special committee of the Company's Board of Directors has
advised Aptco LLC that this price is insufficient. Because Aptco LLC includes
affiliates of Douglas Krupp, the Chairman of the Board of Berkshire Realty,
Aptco LLC was required to disclose the terms of its offer in a filing with the
Securities and Exchange Commission on Schedule 13D. The Company is not now
disclosing the terms of the other offers it received.
Berkshire Realty received the acquisition offers as a result of its ongoing
evaluation of strategic alternatives that it initiated last year. The Company's
Board of Directors has established a special committee comprised of
disinterested directors to review and negotiate these offers.
The offer received by Berkshire Realty from Aptco LLC contained certain
conditions related to the Company's technical compliance with REIT tax
requirements. The Company is addressing these compliance issues and, based on
advice from its tax advisors, expects that these issues will be satisfactorily
resolved without significant cost to the Company, although there can be no
assurance that this will be the case.
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 and manages an additional 18 apartment communities consisting of
approximately 7,500 units.
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.
This press release contains forward-looking statements relating to activities of
the Company within the meaning of the federal securities laws. Although the
Company believes that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, there are certain factors that
might cause a difference between actual results and those forward-looking
statements, including those factors discussed periodically in the Company's
reports filed with the Securities and Exchange Commission, including the report
on Form 10-K for the year ended December 31, 1997, as amended by Form 10-K/A,
Form 10-Q for the quarter ended September 30, 1998 and the registration
statement on Form S-3 filed November 23, 1998.
