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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 3 Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses}
1. Name and Address of Reporting Person*
Blackstone Real Estate Acquisitions III L.L.C.
(Last) (First) (Middle)
345 Park Avenue
(Street)
New York NY 10154
(City) (State) (Zip)
2. Date of Event Requiring Statement
(Month/Day/Year)
2/22/99
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Berkshire Realty Company, Inc. Symbol: BRI
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner(1)
----- -----
Officer (give title above) Other (specify below)
----- -----
6. If Amendment, Date of Original
(Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
-----
X Form filed by More than One Reporting Person
-----
Page 1 of 8
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Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)
Common Stock
2. Amount of Securities Beneficially Owned (Instr. 4)
5,881,369(1)
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
I(1)
4. Nature of Indirect Beneficial Ownership (Instr. 5)
Please see (1) below
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see
Instruction 5(b)(v).
(Over)
SEC 1473 (7/97)
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
Date Exercisable Expiration Date
3. Title and Amount of Securities Underlying Derivative
Security (Instr. 4)
Title Amount or Number of Shares
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form of Derivative Security: Direct (D) or
Indirect (I) (Instr. 5)
6. Nature of Indirect Beneficial Ownership (Instr. 5)
Page 2 of 8
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Explanation of Responses:
(1) Explanation of Response: See Attachment A
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
/s/ Gary Sumers 3/4/99
------------------------------- ---------------
**Signature of Reporting Person Date
By: Gary Sumers, Vice President
SEC 1473 (7-97)
Page 3 of 8
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Form 3 (continued)
Name and Address of Reporting Person: Blackstone Real Estate Acquisitions
III L.L.C.
345 Park Avenue
New York, New York 10154
Date of Event Requiring Statement: February 22, 1999
Issuer Name and Ticker Symbol: Berkshire Realty Company, Inc. -- BRI
SIGNATURES OF OTHER REPORTING PERSONS
BLACKSTONE REAL ESTATE ADVISORS III L.P.
/s/ Gary Sumers Date: March 4, 1999
By: Gary Sumers
Title: Vice President
BRE ADVISORS III L.L.C.
/s/ Gary Sumers Date: March 4, 1999
By: Gary Sumers
Title: Vice President
PETER G. PETERSON
/s/ Gary Sumers Date: March 4, 1999
By: Gary Sumers
Attorney-in-Fact
STEPHEN A. SCHWARZMAN
/s/ Gary Sumers Date: March 4, 1999
By: Gary Sumers
Attorney-in-Fact
Page 4 of 8
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Form 3 (continued)
Name and Address of Reporting Person: Blackstone Real Estate Acquisitions
III L.L.C.
345 Park Avenue
New York, New York 10154
Date of Event Requiring Statement: February 22, 1999
Issuer Name and Ticker Symbol: Berkshire Realty Company, Inc. -- BRI
OTHER REPORTING PERSONS: NAMES AND ADDRESSES
1. Blackstone Real Estate Advisors III L.P.
345 Park Avenue
New York, New York 10154
2. BRE Advisors III L.L.C.
345 Park Avenue
New York, New York 10154
3. Peter G. Peterson
345 Park Avenue
New York, New York 10154
4. Stephen A. Schwarzman
345 Park Avenue
New York, New York 10154
Page 5 of 8
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Form 3 (continued)
Name and Address of Reporting Person: Blackstone Real Estate Acquisitions
III L.L.C.
345 Park Avenue
New York, New York 10154
Date of Event Requiring Statement: February 22, 1999
Issuer Name and Ticker Symbol: Berkshire Realty Company, Inc. -- BRI
ATTACHMENT A
This Form 3 is being filed jointly by Blackstone Real Estate
Acquisitions III L.L.C., a Delaware limited liability company ("BREA III
L.L.C."), Blackstone Real Estate Advisors III L.P., a Delaware limited
partnership, BRE Advisors III L.L.C., a Delaware limited liability company,
Mr. Peter G. Peterson and Mr. Stephen A. Schwarzman (the foregoing,
collectively, the "Reporting Persons").
On February 22, 1999, BREA III L.L.C., together with Whitehall Real
Estate Limited Partnership XI ("Whitehall") and The Berkshire Companies
Limited Partnership ("BCLP"), formed Aptco, LLC, a Delaware limited liability
company ("Aptco"), for the purpose of submitting a merger proposal to the
Berkshire Realty Company, Inc. (the "Company") pursuant to which, among other
things, Aptco would acquire the Company. As a result of this proposal, the
Reporting Persons together with Whitehall and BCLP and certain affiliates
of BCLP (collectively, the "BCLP Affiliates") may be deemed to constitute a
"group" within the meaning of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the Reporting Persons may be
deemed to have acquired beneficial ownership of the shares of common stock of
the Company (the "Common Stock") owned or deemed to be beneficially owned by
the BCLP Affiliates. The Reporting Persons have been advised that the BCLP
Affiliates report on Schedule 13D direct or indirect beneficial ownership of
5,881,369 shares of Common Stock. In connection with the submission of the
merger proposal, the Reporting Parties may be entitled to be reimbursed for
their out-of-pocket third party due diligence, legal and underwriting expenses
following the sale under certain circumstances of the shares of Common Stock
beneficially owned by the BCLP Affiliates. This potential cost-reimbursement
may be deemed to constitute a "pecuniary interest" in the shares of Common
Stock held by the BCLP Affiliates within the meaning of Section 16.
The Reporting Persons do not affirm the existence of a group for the
purpose of Section 13(d) of the Exchange Act or for any other purpose, and
the Reporting Persons disclaim beneficial ownership of and any pecuniary
interest in any shares of Common Stock, including those beneficially owned by
the BCLP Affiliates.
Page 6 of 8
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Form 3 (continued)
Name and Address of Reporting Person: Blackstone Real Estate Acquisitions
III L.L.C.
345 Park Avenue
New York, New York 10154
Date of Event Requiring Statement: February 22, 1999
Issuer Name and Ticker Symbol: Berkshire Realty Company, Inc. -- BRI
POWER OF ATTORNEY
Know all men by these presents that Peter G. Peterson does hereby
make, constitute and appoint each of Thomas J. Saylak and Gary Sumers as my
true and lawful attorneys-in-fact of the undersigned with full powers of
substitution and revocation, for and in the name, place and stead of the
undersigned (both in the undersigned's individual capacity and as a member
of any limited liability company or partner of any limited partnership for
which the undersigned is otherwise authorized to sign), to execute and deliver
such forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to any investments of Blackstone Real
Estate Acquisitions III L.L.C., Blackstone Real Estate Advisors III L.P., BRE
Advisors III L.L.C., or their affiliates in the common stock of Berkshire
Realty Company, Inc. (including any amendments or supplements to any reports
or schedules previously filed by such persons or entities) pursuant to
Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended,
including without limitation Schedules 13D and statements on Form 3, Form 4
and Form 5.
/s/ Peter G. Peterson
Name: Peter G. Peterson
March 3, 1999
Page 7 of 8
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Form 3 (continued)
Name and Address of Reporting Person: Blackstone Real Estate Acquisitions
III L.L.C.
345 Park Avenue
New York, New York 10154
Date of Event Requiring Statement: February 22, 1999
Issuer Name and Ticker Symbol: Berkshire Realty Company, Inc. -- BRI
POWER OF ATTORNEY
Know all men by these presents that Stephen A. Schwarzman does
hereby make, constitute and appoint each of Thomas J. Saylak and Gary Sumers
as my true and lawful attorneys-in-fact of the undersigned with full powers of
substitution and revocation, for and in the name, place and stead of the
undersigned (both in the undersigned's individual capacity and as a member of
any limited liability company or partner of any limited partnership for which
the undersigned is otherwise authorized to sign), to execute and deliver such
forms as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to any investments of Blackstone Real
Estate Acquisitions III L.L.C., Blackstone Real Estate Advisors III L.P., BRE
Advisors III L.L.C., or their affiliates in the common stock of Berkshire
Realty Company, Inc. (including any amendments or supplements to any reports
or schedules previously filed by such persons or entities) pursuant to
Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended,
including without limitation Schedules 13D and statements on Form 3, Form 4
and Form 5.
/s/ Stephen A. Schwarzman
Name: Stephen A. Schwarzman
March 3, 1999
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