-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gxv/zK33jmsIVkAYsR3tyco8f9lLN7Z99BkWBed89RDk1MCQqERJKKxJDoHjOjQg MpW8HSDweeFbigRNJMYDqg== 0000950142-03-000045.txt : 20030114 0000950142-03-000045.hdr.sgml : 20030114 20030110110805 ACCESSION NUMBER: 0000950142-03-000045 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20030110 GROUP MEMBERS: BERKSHIRE INCOME REALTY, INC. GROUP MEMBERS: DOUGLAS KRUPP GROUP MEMBERS: GEORGE D. KRUPP GROUP MEMBERS: KRF COMPANY, L.L.C. GROUP MEMBERS: KRUPP FAMILY LIMITED PARTNERSHIP - 94 GROUP MEMBERS: THE DOUGLAS KRUPP 1980 FAMILY TRUST GROUP MEMBERS: THE GEORGE KRUPP 1980 FAMILY TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE INCOME REALTY INC CENTRAL INDEX KEY: 0001178862 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: ONE BEACON ST STREET 2: SUITE 1500 CITY: BOSTON STATE: MA ZIP: 02108 MAIL ADDRESS: STREET 1: ONE BEACON ST STREET 2: SUITE 1500 CITY: BOSTON STATE: MA ZIP: 02108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KRUPP INSURED PLUS II LTD PARTNERSHIP CENTRAL INDEX KEY: 0000805297 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 042955007 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-78666 FILM NUMBER: 03509993 BUSINESS ADDRESS: STREET 1: ONE BEACON ST CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6175230066 MAIL ADDRESS: STREET 1: ONE BEACON ST CITY: BOSTON STATE: MA ZIP: 02108 SC TO-I 1 sctoi-kipiilp.txt KRUPP INSURED PLUS II LIMITED PARTNERSHIP ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 KRUPP INSURED PLUS II LIMITED PARTNERSHIP (Name of Subject Company (Issuer)) BERKSHIRE INCOME REALTY, INC. KRF COMPANY, L.L.C. KRUPP FAMILY LIMITED PARTNERSHIP - 94 THE GEORGE KRUPP 1980 FAMILY TRUST THE DOUGLAS KRUPP 1980 FAMILY TRUST GEORGE D. KRUPP DOUGLAS KRUPP (Names of Filing Persons (Offerors)) ------------------ DEPOSITARY RECEIPTS (Title of Class of Securities) ------------------ NONE (CUSIP Number of Class of Securities) ------------------ SCOTT D. SPELFOGEL, ESQ. GENERAL COUNSEL BERKSHIRE INCOME REALTY, INC. ONE BEACON STREET, SUITE 1500 BOSTON, MASSACHUSETTS 02108 (617) 523-7722 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) WITH COPIES TO: JAMES M. DUBIN, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019-6064 (212) 373-3000 CALCULATION OF FILING FEE: TRANSACTION VALUATION* AMOUNT OF FILING FEE** ---------------------- ---------------------- $4,616,486.70 $923.30 * For purposes of calculating the filing fee only. This calculation assumes the exchange of 4,396,654 units of depositary receipts representing units of limited partner interests of Krupp Insured Plus II Limited Partnership for 184,659.47 shares of Series A Cumulative Redeemable Preferred Stock of Berkshire Income Realty, Inc. valued as of January 10, 2003 at $25.00 per share. ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction valuation. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. Amount Previously Paid: $9,947.50 Filing Party: Berkshire Income Realty, Inc. Form or Registration No.: Form S-11 (333-98571) Date Filed: August 22, 2002 The filing fee in the amount of $923.30 was offset against the above-referenced S-11 fees. [_] Check the box if the filing relates to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1. [X] ISSUER TENDER OFFER SUBJECT TO RULE 13E-4. [_] GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3. [_] AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2. [_] Check the box if the filing is a final amendment reporting the results of the tender offer. 2 This Tender Offer Statement on Schedule TO (the "Schedule TO") is filed by Berkshire Income Realty, Inc., a Maryland corporation ("BIR"), BIR's sole stockholder, KRF Company, L.L.C., a Delaware limited liability company ("KRF"), KRF's sole member, Krupp Family Limited Partnership - 94, a Massachusetts limited partnership ("KFLP"), KFLP's limited partners, The George Krupp 1980 Family Trust, a Massachusetts trust, and The Douglas Krupp 1980 Family Trust, a Massachusetts trust, and KFLP's general partners, George D. Krupp and Douglas Krupp. The Schedule TO relates to the offer by BIR to exchange shares of BIR's 9% Series A Cumulative Redeemable Preferred Stock for up to 4,396,654 units of depositary receipts representing units of limited partner interests of Krupp Insured Plus II Limited Partnership, a Massachusetts limited partnership (the "Company"), on the terms and conditions contained in BIR's prospectus, dated January 9, 2003, and in the related letter of transmittal, copies of which are incorporated by reference herein as Exhibits (a)(1) and (a)(2) (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). ITEMS 1 TO 11. The information set forth in the Offer is incorporated herein by reference in answer to Items 1-11 of this Schedule TO, as supplemented below. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. (a) The filing persons are: Berkshire Income Realty, Inc., a Maryland corporation ("BIR"), and the address of its principal executive office is One Beacon Street, Suite 1500, Boston, Massachusetts 02108. BIR's telephone number is (617) 523-7722. The directors and executive officers of BIR are: George D. Krupp; David C. Quade; Randolph G. Hawthorne; Robert M. Kaufman; Richard B. Peiser; Frank Apeseche; Wayne H. Zarozny; Christopher M. Nichols; and Scott D. Spelfogel. Each can be reached at BIR's address and telephone number set forth above. BIR's sole stockholder is KRF Company, L.L.C., a Delaware limited liability company ("KRF"), and the address of its principal executive office and its telephone number are the same as BIR's, as set forth above. The executive officers of KRF are: Douglas Krupp; George D. Krupp; Frank Apeseche; David C. Quade; Wayne H. Zarozny; Claire Umanzio; Scott D. Spelfogel; and Mary Beth Bloom. Each can be reached at BIR's address and telephone number set forth above. KRF's sole member is the Krupp Family Limited Partnership - 94, a Massachusetts limited partnership ("KFLP"), and the address of its principal executive office and its telephone number are the same as BIR's, as set forth above. KFLP's general partners are: George D. Krupp and Douglas Krupp. Each can be reached at BIR's address and telephone number set forth above. KFLP's limited partners are: The George Krupp 1980 Family Trust, a Massachusetts trust, and the Douglas Krupp 1980 Family Trust, a Massachusetts trust (collectively, the "Trusts"). Each can be reached at BIR's address and telephone numbers set forth above. 3 The trustees of The George Krupp 1980 Family Trust are: Paul Krupp and Lawrence I. Silverstein. The trustees of the Douglas Krupp 1980 Family Trust are: Paul Krupp, Lawrence I. Silverstein and Vincent O'Reilly. Each can be reached at BIR's address and telephone number set forth above. As described in the Offer, each of BIR, KRF and KFLP is an affiliate of the Company. (b) BIR is a newly formed company whose principal business is expected to be acquiring, owning and operating multi-family residential real properties. The information set forth under "Business and Properties" in the Offer is incorporated herein by reference. KRF's principal business is to act as the sole member of entities that acquire real estate related investments. KFLP's principal business is to make financial related investments. The Trusts were formed for estate planning purposes. None of BIR, KRF, KFLP or the Trusts has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors). None of BIR, KRF, KFLP or the Trusts has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining it from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. (c) Douglas Krupp co-founded and serves as Co-Chairman and Chief Executive Officer of The Berkshire Group, an integrated real estate financial services firm engaged in real estate acquisitions, property management, investment sponsorship, venture capital investing, mortgage banking, financial management and ownership of two operating companies through private equity investments. Mr. Krupp has held the position of Co-Chairman since The Berkshire Group was established as The Krupp Companies in 1969 and he has served as the Chief Executive Officer since 1992. Mr. Krupp presently serves as President, Chairman of the Board and Trustee for Krupp Government Income Trust and Krupp Government Income Trust II. He is also currently a regional board member for the Anti-Defamation League. Mr. Krupp is a graduate of Bryant College where he received an honorary Doctor of Science in Business Administration in 1989. Paul Krupp has been the President of Eastern Property Association since 1973, whose address is 85 Devonshire Street, Suite 300, Boston, Massachusetts, 02109. Mary Beth Bloom has been the Assistant General Counsel to The Berkshire Group since August 2000, whose address is the same as BIR's set forth above. Before joining The Berkshire Group in 2000, Ms. Bloom was an attorney with John Hancock Financial Services, whose address is 200 Clarendon Street, Boston, Massachusetts, 02117. Ms. Bloom holds a Bachelor of Arts degree from the College of Holy Cross and a Juris Doctor degree from New England School of Law. She is admitted to the bar in Massachusetts and New York. 4 Claire Umanzio has been the Vice President of the tax department at The Berkshire Group since 1993, whose address is the same as BIR's set forth above. Vincent O'Reilly has been the Distinguished Senior Lecturer of the Carroll Graduate School of Management of Boston College since 1997, whose address is 140 Commonwealth Avenue, Chestnut Hill, Massachusetts, 02467. Lawrence I. Silverstein has been a partner in the real estate group at Bingham McCutchen LLP (formerly Bingham Dana LLP) since 1980, whose address is 150 Federal Street, Boston, Massachusetts, 02110. The information set forth under "Management" in the Offer is incorporated herein by reference. None of the individuals listed above has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors). None of the individuals listed above has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in judgment, decree or final order enjoining him or her from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Each of the individuals listed above is a citizen of the United States. (d) Not applicable. ITEM 12. EXHIBITS. (a) (1) Prospectus, dated January 9, 2003 (incorporated by reference from BIR's Registration Statement on Form S-11(Registration No. 333-98571) (the "Form S-11")). (a) (2) Form of Letter of Transmittal. (a) (3) Letter to Investors. (a) (4) Instructions for Completing the Letter of Transmittal. (a) (5) Brochure. (a) (6) Press Release, dated January 10, 2003. (a) (7) Transcripts of telephone messages to potential investors. (b) Not applicable. (d) Not applicable. (g) Not applicable. 5 (h) Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding federal income tax considerations (incorporated herein by reference to Exhibit 8.1 of the Form S-11). ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. 6 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BERKSHIRE INCOME REALTY, INC. By: /s/ David C. Quade --------------------------------------- David C. Quade President KRF COMPANY, L.L.C. By: Krupp Family Limited Partnership - 94, its sole member By: /s/ Douglas Krupp --------------------------------------- Douglas Krupp General Partner KRUPP FAMILY LIMITED PARTNERSHIP - 94 By: /s/ Douglas Krupp --------------------------------------- Douglas Krupp General Partner THE GEORGE KRUPP 1980 FAMILY TRUST By: /s/ Lawrence I. Silverstein --------------------------------------- Lawrence I. Silverstein Trustee THE DOUGLAS KRUPP 1980 FAMILY TRUST By: /s/ Lawrence I. Silverstein --------------------------------------- Lawrence I. Silverstein Trustee /s/ George D. Krupp -------------------------------------------- GEORGE D. KRUPP /s/ Douglas Krupp -------------------------------------------- DOUGLAS KRUPP Dated: January 10, 2003 7 INDEX TO EXHIBITS EXHIBIT NUMBER (a) (1) Prospectus, dated January 9, 2003 (incorporated by reference from BIR's Registration Statement on Form S-11(Registration No. 333-98571) (the "Form S-11")). (a) (2) Form of Letter of Transmittal. (a) (3) Letter to Investors. (a) (4) Instructions for Completing the Letter of Transmittal. (a) (5) Brochure. (a) (6) Press Release, dated January 10, 2003. (a) (7) Transcripts of telephone messages to potential investors. (b) Not applicable. (d) Not applicable. (g) Not applicable. (h) Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding federal income tax considerations (incorporated herein by reference to Exhibit 8.1 of the Form S-11). 8 EX-20 4 exhibita2.txt EXHIBIT (A)(2) EXHIBIT (a)(2) - -------------------------------------------------------------------------------- LETTER OF TRANSMITTAL Relating to OFFER TO EXCHANGE SHARES OF 9% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK OF BERKSHIRE INCOME REALTY, INC. For Interests In [NAME OF FUND] THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT, AND THIS LETTER OF TRANSMITTAL MUST BE RECEIVED BY BERKSHIRE INCOME REALTY, INC. ("BIR") BY, 5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, FEBRUARY 20, 2003, UNLESS THE OFFER IS EXTENDED. - -------------------------------------------------------------------------------- (Please see Instructions on Back Cover) - -------------------------------------------------------------------------------- [Investor Name] [Address] If you tender and BIR accepts all your Interests, you will be entitled to receive ___ shares of BIR's 9% Series A Cumulative Redeemable Preferred Stock (the "Preferred Shares") plus _______ in cash. Each Interest accepted by BIR entitles you to ___ Preferred Shares. - -------------------------------------------------------------------------------- 1. YOUR TENDER. [_] I hereby tender all of my Interests in exchange for Preferred Shares. -OR- [_] I hereby tender ______ Interests, representing only a portion of my Interests, in exchange for Preferred Shares. - -------------------------------------------------------------------------------- 2. FORM OF OWNERSHIP. TO BE COMPLETED ONLY IF YOU WANT TO HOLD THE PREFERRED SHARES DIFFERENTLY FROM YOUR OWNERSHIP OF THE INTERESTS. MARK ONLY ONE BOX
[_] SINGLE PERSON - one signature required. [_] PARTNERSHIP [_] JOINT TENANTS WITH RIGHT OF SURVIVORSHIP - all [_] IRA or SEP/IRA - custodian signature required. parties must sign [_] TENANTS BY THE ENTIRETY - two signatures required. [_] KEOGH (H.R. 10) - custodian signature required. [_] HUSBAND AND WIFE - two signatures required. [_] IRCss.401 QUALIFIED PLAN - trustee signature(s) required. [_] TENANTS IN COMMON - all parties must sign. [_] TAX-EXEMPT ORGANIZATION (under IRC ss.501(c) or (d)). [_] CORPORATION [_] CUSTODIAN - custodian signature required. [_] TRUST - trustee signature(s) required. ALL [_] OTHER - please specify ______________________________ SECTIONS MUST BE FILLED IN. Print Trustee name(s) here; sign in Section 7. TRUST DATE _____ ___ ____ FOR THE BENEFIT OF: ______________________________________________________ Month Day Year
- -------------------------------------------------------------------------------- 3. INVESTOR INFORMATION. TO BE COMPLETED ONLY IF THIS INFORMATION HAS CHANGED SINCE SEPTEMBER 30, 2002. Type or print your name(s) exactly as it should appear on the account. Include the name and address of the trustee, custodian or administrator when 2 - -------------------------------------------------------------------------------- applicable. All checks and correspondence will go to this address unless another address is listed in Section 4 or 5 below. Individual or Entity Name ______________________________________________________ Joint Tenant Name (if any) _____________________________________________________ Street Address _________________________________________________________________ _________________________________________________________________ City ________________________________ State _______________ Zip Code ___________ Investor Daytime Phone Number ________ -- ________ -- _______ State of residence (Required): IRA and Keogh accounts: state of residence of plan beneficiary; all others, state of residence of investor. __________________ ________________________________________________________________________________ - -------------------------------------------------------------------------------- 4. ADDITIONAL MAILING ADDRESS. TO BE COMPLETED ONLY IF THIS INFORMATION HAS CHANGED SINCE SEPTEMBER 30, 2002. If you would like investor mailings sent to an address other than the address specified in Section 3 above, please fill in below (recommended for IRA accounts). Name(s) _________________________________________________________________ Address _________________________________________________________________ City ________________________________ State _______________ Zip Code ___________ - -------------------------------------------------------------------------------- 5. ELECTRONIC FUNDS TRANSFER. TO BE COMPLETED ONLY IF THIS INFORMATION HAS CHANGED SINCE SEPTEMBER 30, 2002. (Not to be completed for IRAs.) If you would like direct deposit of dividend checks, please complete below. Name of Depositary (Bank) ______________________________________________________ Account Number _________________________________________________________________ Address ________________________________________________________________________ City ________________________________ State _______________ Zip Code ___________ - -------------------------------------------------------------------------------- 6. INVESTOR CERTIFICATIONS. - -------------------------------------------------------------------------------- TENDER OF INTERESTS - -------------------------------------------------------------------------------- THE FOLLOWING APPLIES IF YOU ARE ELECTING TO TENDER SOME OR ALL OF YOUR INTERESTS. I hereby certify that: I am the owner of the Interests in the mortgage fund listed above (the "Mortgage Fund"). I hereby tender all or a portion of my Interests, as described in Section 1 above, to Berkshire Income Realty, Inc. ("BIR") in exchange for the number of Preferred Shares plus cash instead of fractional shares, determined as set forth above, upon the terms and conditions set forth in the Prospectus, dated January 9, 2003, relating to BIR's Offer to Exchange Preferred Shares for Interests (the "Prospectus"). The Prospectus, together with this Letter of Transmittal, constitutes the "Offer." I hereby certify that a copy of the Prospectus relating to the Preferred Shares, as amended and/or supplemented to date, has been delivered and received 3 by me. If Section 5 above has been completed, I hereby authorize direct deposit of my dividend checks. I ACKNOWLEDGE THAT THIS LETTER OF TRANSMITTAL IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THE PROSPECTUS. I CERTIFY THAT I AM NOT RELYING ON ANY STATEMENTS, PROMISES OR REPRESENTATIONS, WHETHER ORAL OR WRITTEN, EXCEPT THOSE SET FORTH IN THE PROSPECTUS. I hereby represent and warrant that I have full power and authority to tender and sell my Interests being tendered hereby to BIR, and that BIR will acquire good title to the Interests, free and clear of any adverse claim. Upon request, I will execute and deliver any additional documents necessary to complete the tender and sale of my Interests being tendered hereby in accordance with the terms of the Offer. In the event of my death or incapacity, all authority and obligation shall be placed with my heirs, personal representatives and successors. Except as stated in the Offer, this tender and sale by me is irrevocable. I hereby represent and warrant that I have read and agree to all of the terms of the Offer. I understand that my tender and sale of Interests pursuant hereto will constitute my acceptance of the terms and conditions of the Offer, and that BIR's acceptance of my properly tendered Interests will constitute a binding agreement between BIR and me regarding the tender and sale of my Interests in exchange for Preferred Shares upon the terms and subject to the conditions of the Offer. I further expressly acknowledge that BIR may authorize, create or increase the number of authorized shares of any series of BIR's stock that would rank on a parity with the Preferred Shares as to distributions or liquidation without a vote by the holders of the Preferred Shares. I acknowledge that the tender of my Interests is subject to the proration procedures described in the Prospectus. I also acknowledge that, under certain circumstances set forth in the Offer, BIR may terminate the Offer or may postpone the acceptance of Interests in exchange for the issuance of Preferred Shares, or may not be required to accept any of the Interests tendered hereby. I hereby release BIR and its affiliates, directors, officers, employees, partners, agents, advisors and representatives, and their respective successors and assigns, from any and all claims arising from or in connection with BIR's purchase or ownership of the Interests being tendered hereby. I hereby irrevocably appoint each designee of BIR as my attorney-in-fact and proxy, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), with respect to my Interests being tendered hereby and accepted for exchange by BIR, and with respect to any and all other securities issued or issuable, and any and all cash distributions payable or distributable, in respect of my Interests being tendered hereby and accepted for exchange by BIR, to: (1) transfer ownership on the books of the Mortgage Fund of my Interests being tendered hereby to BIR, (2) change the address of record of my Interests being tendered hereby, (3) execute and deliver any and all transfer documents with respect to my Interests being tendered hereby, (4) direct any custodian or trustee holding record title to the Interests being tendered hereby to do what is necessary, including executing and delivering a copy of this Letter of Transmittal, (5) withdraw any previous tender of my Interests that may have been made to an entity other than BIR, and 4 (6) upon acceptance by BIR of my Interests in the Offer, exercise any voting rights with respect to, and receive all benefits and cash distributions and otherwise exercise all rights of beneficial ownership of, the Interests being tendered hereby. In addition, I hereby assign to BIR any and all of my rights to receive (A) any and all regular quarterly cash distributions payable or distributable in respect of my Interests being tendered hereby on or after the date BIR has accepted my Interests in the Offer and (B) any and all distributions consisting of special distributions (as defined in the Prospectus) payable or distributable in respect of my Interests being tendered hereby on or after December 1, 2002. - -------------------------------------------------------------------------------- SUBSTITUTE FORM W-9 - -------------------------------------------------------------------------------- THE FOLLOWING MUST BE COMPLETED. - -------------------------------------------------------------------------------- PART 1 - PLEASE PROVIDE YOUR TIN ____________________________ TAXPAYER IDENTIFICATION NUMBER Social Security Number or Employer ("TIN") IN THE BOX AT THE RIGHT AND Identification Number (if awaiting CERTIFY BY SIGNING AND DATING TIN write "Applied For") BELOW OR IF A TIN HAS NOT BEEN ISSUED TO YOU PLEASE CHECK THE BOX IN PART 3 BELOW. - -------------------------------------------------------------------------------- Check one: [_] Indiv./Sole Prop. [_] Corporation [_] Partnership [_] Other _____ - -------------------------------------------------------------------------------- PART 2 -- [_] Check this box if you are exempt from backup withholding. - -------------------------------------------------------------------------------- CERTIFICATION -- Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien). - -------------------------------------------------------------------------------- PART 3 -- Awaiting TIN [_] - -------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN THE APPLICATION OF BACKUP WITHHOLDING TO ANY PAYMENTS MADE TO YOU BY BIR. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. - -------------------------------------------------------------------------------- IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9, YOUR SIGNATURE BELOW WILL ATTEST TO THE FOLLOWING CERTIFICATE: CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER. I certify that under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer 5 identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payer, a portion, determined according to the applicable backup withholding rate, of all reportable payments made to me will be withheld, until I provide a taxpayer identification number and that, if I do not provide my taxpayer identification number within sixty (60) days, such amounts will be remitted to the Internal Revenue Service as backup withholding and a portion, determined according to the applicable backup withholding rate, of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number. - -------------------------------------------------------------------------------- 7. SIGNATURE(S) TO LETTER OF TRANSMITTAL (INCLUDING INVESTOR CERTIFICATIONS AND SUBSTITUTE FORM W-9 IN SECTION 6). NOTE: THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING. NOT TO BE EXECUTED UNTIL RECEIPT OF FINAL PROSPECTUS X _________________________ _________/____/________ Authorized Signature of Date 1st Investor X _________________________ _________/____/________ Authorized Signature of Date 2nd Investor (if more than one) - -------------------------------------------------------------------------------- Return or deliver this Letter of Transmittal on or before the expiration date of the Offer, in the enclosed prepaid self-addressed envelope. Unless extended, the expiration date is 5:00 p.m. NYC time, on Thursday, February 20, 2003. For additional information, call: 1-866-335-7877 * * * Letter of Transmittal sent to: BERKSHIRE INCOME REALTY, INC. One Beacon Street, Suite 1500 Boston, Massachusetts 02108 Attn: Krupp Funds Group The Information Agent of the Offer is: The Dealer Manager for the Offer is: Georgeson Shareholder Georgeson Shareholder Communications, Inc. Securities Corporation 17 State Street, 10th floor 17 State Street, 10th floor New York, NY 10004 New York, NY 10004 EX-20 5 exhibita3.txt EXHIBIT (A)(3) EXHIBIT (a)(3) BERKSHIRE INCOME REALTY, INC. One Beacon Street, Suite 1500 Boston, Massachusetts 02108 January 10, 2003 Dear Krupp Mortgage Fund Investor: We are writing to tell you about an opportunity to invest in Berkshire Income Realty, Inc., a newly formed company that is controlled by Douglas Krupp, Chairman and Chief Executive Officer of The Berkshire Group, and George Krupp, Vice Chairman of The Berkshire Group. We are offering you the opportunity to exchange the interests in your Krupp mortgage fund for our shares of 9% Series A Cumulative Redeemable Preferred Stock, which are expected to be listed on the American Stock Exchange under the symbol "BIR." The terms of this exchange offer are described in the enclosed Prospectus. As anticipated, your Krupp mortgage fund has experienced significant payoffs of its mortgage loan investments. Your mortgage fund is not permitted to reinvest the funds it receives from repayments of its mortgage loan assets, but instead must distribute the net cash proceeds attributable to these repayments to the fund investors. This has resulted in ever-decreasing levels of regular distributions to the fund investors. Berkshire Income Realty expects to be able to offer you predictable and level dividends on its 9% Series A Cumulative Redeemable Preferred Stock. We are a newly formed company whose objective is to acquire, own, and operate multi-family residential properties. We intend to operate our business to qualify as a real estate investment trust (a "REIT"). By making this offer, we are seeking to provide you with an opportunity to exchange all or part of the interests in your mortgage fund for a preferred security in a newly organized REIT. This preferred security will be issued by us, a company having substantially different assets, objectives, and ownership structure from your mortgage fund. The dividend, liquidation rights and trading liquidity will also be substantially different from those of the interests in your mortgage fund. You will not be required to pay any commissions or transfer fees in connection with the exchange of your mortgage fund investment for our Series A Preferred Stock. If you choose not to participate, you will remain a unitholder in your mortgage fund. Enclosed you will find a brochure highlighting the terms of this offer, the Prospectus, a Letter of Transmittal, instructions for accepting the offer, and tax guidelines relating to the Substitute Form W-9. Please read the enclosed material carefully. To accept this exchange offer, the Letter of Transmittal must be completed, signed, dated, and returned to us in the enclosed prepaid self-addressed envelope. Should you have any questions, please contact us at 1-866-33-KRUPP and we will be happy to assist you. Very truly yours, BERKSHIRE INCOME REALTY, INC. EX-20 6 exhibita4.txt EXHIBIT (A)(4) EXHIBIT (a)(4) INSTRUCTIONS FOR COMPLETING THE LETTER OF TRANSMITTAL 1. YOUR TENDER. Please check the applicable box to indicate the number of Interests you are tendering and, if you are not tendering all of your Interests, insert the number of Interests you wish to tender. Be sure to complete the Transmittal Letter and return it to us: BERKSHIRE INCOME REALTY, INC. ONE BEACON STREET, SUITE 1500 BOSTON, MA 02108 ATTN: KRUPP FUNDS GROUP 2. INVESTOR INFORMATION. Print the exact name(s) in which the Preferred Shares are to be registered. This would be the Investor's name in the case of taxable entities. For IRA accounts, registration would be in the name of the trustee for the benefit of (FBO) the IRA account holder (example, Community Savings & Loan, Trustee FBO John R. Doe, IRA). Registration for other retirement plans would be in the plan name. When completing the taxpayer identification or social security number, if the account is in more than one name, the number of the first Investor should be listed. IRAs and other retirement plans should provide the taxpayer identification number and the social security number of the IRA account holder. A trust should provide its taxpayer identification number. Uniform Gifts to Minors should provide the minor's social security number. All other Investors should provide the appropriate social security number or taxpayer identification number. 3. ADDITIONAL MAILING ADDRESS. This section should be completed only if the Interests are held through a trust company and the Investor wants to receive investor mailings at a separate address. This is recommended for IRA accounts so that the beneficiary can receive informational mailings at a home address. 4. DIRECT DEPOSIT ADDRESS. This section should be left blank if the form of ownership is an IRA. It should be completed only if the Investor wishes distribution checks directly deposited to a bank or cash management account. Please specify checking or savings account and include a voided check or savings deposit slip to verify account numbers. 5. FORM OF OWNERSHIP. Check applicable box. To such extent as may be requested by BIR, any partner, trustee, agent or other person acting in a representative or fiduciary capacity must furnish either: (i) an opinion of counsel, acceptable to BIR, that such representative or fiduciary has power and authority to execute the Transmittal Letter; or (ii) a copy of the partnership agreement, trust agreement (including family trust agreements), power of attorney or other document pursuant to which such person acts in a representative or fiduciary capacity. Whether or not BIR requests to examine such supporting documents shall in no manner affect the representation and warranty as to due 1 authority made by the representative or fiduciary on behalf of the Investor on the Transmittal Letter. 6. INVESTOR SIGNATURES. If applicable, the signature of an IRA or other retirement plan trustee is required. The signature of the beneficiary is not necessary. All other Investors must sign and date the Transmittal Letter. If ownership is held by joint tenants with rights of survivorship, tenants in common, tenants by the entirety or community property, then all parties must sign and date the Transmittal Letter. INSTRUCTIONS FOR COMPLETING THE SUBSTITUTE FORM W-9 Under federal income tax law, each Investor who surrenders Interests under the Offer generally is required to provide to BIR its correct Taxpayer Identification Number ("TIN") on Substitute Form W-9, which is included in the Letter of Transmittal, and to certify, under penalties of perjury, that the number is correct and that the Investor is not subject to backup withholding of federal income tax. If BIR is not provided with the correct TIN, the Investor may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"). In addition, failure to provide the information on Substitute Form W-9 may subject the Investor to federal income tax withholding on payments made to the Investor by BIR. If the Investor has been notified by the IRS that the Investor is subject to backup withholding, the Investor must cross out item (2) of the certification box of the Substitute Form W-9, unless the Investor has since been notified by the IRS that the Investor is no longer subject to backup withholding. If backup withholding applies, BIR is required to withhold a portion, determined according to the applicable backup withholding rate, of any reportable payments made to the Investor. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS provided that required information is furnished to the IRS. The TIN for an individual United States citizen or resident is usually the individual's social security number. If the Investor has not been issued a TIN and has applied for one or intends to apply for one in the near future, the Investor should write "Applied For" in the space provided for the TIN in Part 1 of the Substitute Form W-9 and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number by signing the Letter of Transmittal. If "Applied For" is written in Part 1 and BIR is not provided with a TIN within 60 days, BIR will remit backup withhold taxes on all reportable payments to the IRS until a TIN is provided to BIR. Certain Investors (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding. In order for a foreign Investor to qualify as an exempt recipient, the Investor must submit a completed statement (generally, an Internal Revenue Service Form W-8BEN), signed under penalties of perjury, attesting to the Investor's exempt status. A Form W-8BEN (or such other Form W-8 as is appropriate) may be obtained from Berkshire Income Realty, Inc. at One 2 Beacon Street, Suite 1500, Boston, Massachusetts, 02108, telephone number (617) 523-7722. Other exempt Investors should furnish their TIN, check the box in Part 2 of the Substitute Form W-9, and sign, date and return the Letter of Transmittal to BIR. For additional instructions on how to fill out Substitute Form W-9, refer to the following Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. GUIDELINES FOR CERTIFICATION OF TAXPAYER - IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. - -- Social Security numbers have nine digits separated by two hyphens, e.g., 000-00-000. Employer Identification numbers have nine digits separated by only one hyphen, e.g., 00-0000000. The table below will help determine the number to give the payer.
- --------------------------------------------------------------------------------------------------- FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER IDENTIFICATION NUMBER OF - - - --------------------------------------------------------------------------------------------------- 1. Sole proprietorship account The owner(4) 2. A valid trust, estate, or pension trust The legal entity (do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(5) 3. Corporate account The corporation 4. Religious, charitable, or educational The organization organization account 5. Partnership account held in the name of the The partnership business 6. Association, club, or other tax-exempt The organization organization 7. A broker or registered nominee The broker or nominee 8. Account with the Department of Agriculture The public entity in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments
- -------------------------------------------------------------------------------- (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's name must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show the individual name of the owner. You may also enter your business or "DBA" name. You may use either your social security number or your employer identification number (if you have one). (5) List first and circle the name of the legal trust, estate or pension trust. 3 NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. If you are a single-member limited liability company that is disregarded as an entity separate from the owner for federal tax purposes, enter the taxpayer identification number of the owner. OBTAINING A NUMBER If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at an office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number. To complete Substitute Form W-9, if you do not have a taxpayer identification number, write "Applied For" in the space of the taxpayer identification number. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester before amounts withheld are remitted to the IRS. If the requester does not receive your taxpayer identification number within 60 days, amounts withheld will be remitted to the IRS and backup withholding, if applicable, will continue until you furnish your taxpayer identification number to the requester. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on ALL payments include the following: o An organization exempt from tax under section 501(a) of the Internal Revenue Code, or an individual retirement plan. o The United States or any wholly-owned agency or instrumentality thereof. o A State, the District of Columbia, a possession of the United States, or any political subdivision or wholly-owned agency or instrumentality thereof. o A foreign government or a political subdivision, or wholly-owned agency or instrumentality thereof. o An international organization or any of its wholly-owned agencies or instrumentalities. Other payees that may be exempted from backup withholding include the following: o A corporation. o A financial institution. 4 o A dealer in securities or commodities registered in the United States, the District of Columbia, or a possession of the United States. o A real estate investment trust. o A common trust fund operated by a bank under section 584(a) of the Internal Revenue Code. o An entity registered at all times during the tax year under the Investment Company Act of 1940. o A foreign central bank of issue. o A trust exempt from tax under section 664(c) of the Internal Revenue Code or described in section 4947(a)(1) of the Internal Revenue Code. o A futures commission merchant registered with the Commodity Futures Trading Commission. o A middleman known in the investment community as a nominee or custodian. Payments of dividends not generally subject to backup withholding include the following: o Payments to nonresident aliens subject to withholding under section 1441 of the Internal Revenue Code. o Payments made by certain foreign organizations. Payments of interest not generally subject to backup withholding include the following: o Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if (i) this interest is $600 or more, (ii) the interest is paid in the course of the payer's trade or business and (iii) you have not provided your correct taxpayer identification number to the payer. o Payments of tax-exempt interest (including exempt-interest dividends under section 852 of the Internal Revenue Code). o Payments described in section 6049(b)(5) of the Internal Revenue Code and the corresponding regulations to nonresident aliens. o Payments made by certain foreign organizations. EXEMPT PAYEES DESCRIBED ABOVE GENERALLY SHOULD FILE A SUBSTITUTE FORM W-9 TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX FOR 5 "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. If you are a nonresident alien or a foreign entity not subject to backup withholding (including each such payee on a joint account), file a completed Internal Revenue Service Form W-8BEN or other appropriate Form W-8, as applicable, with the Payer. Certain payments other than interest and dividends that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6045, 6050A and 6050N of the Internal Revenue Code and the Treasury regulations thereunder. PRIVACY ACT NOTICE. - - Section 6109 of the Internal Revenue Code requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a portion, determined according to the applicable backup withholding rate, of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. - - If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. - - If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. - - If you falsify certifications or affirmations, you may be subject to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE IRS 6 EX-20 7 exhibita5.txt EXHIBIT (A)(5) EXHIBIT (a)(5) Q&A BERKSHIRE INCOME REALTY ----------------------------- BERKSHIRE INCOME REALTY, INC. 9% Series A Cumulative Redeemable Preferred Stock ----------------------------- WHY A PREFERRED STOCK? You will be entitled to receive a 9% cash dividend, $2.25 annualized, $0.5625 payable quarterly. The dividend must be paid before any dividend can be paid on the Company's common stock. Consistent with Maryland law, dividends may be paid only if the Company has available funds. WHAT IF I WANT TO SELL THE PREFERRED STOCK AT A LATER DATE? The Series A Preferred Stock will be listed on the American Stock Exchange. IS THERE A MINIMUM INVESTMENT? No. However, no shares will be issued unless a minimum of 1,000,000 shares of Series A Preferred Stock are issued by the Company. AM I REQUIRED TO PARTICIPATE IN THE EXCHANGE OFFER? No. You have the option to either exchange your Interests for the Series A Preferred Stock or remain in your current investment. WHAT WILL HAPPEN IF I DON'T EXCHANGE MY INTERESTS? Nothing. You will continue to own your Interests in your mortgage fund. WILL I BE RECEIVING A STOCK CERTIFICATE? No. Similar to your current mortgage fund Interest, the Series A Preferred Stock will be issued by book-entry only. HOW DO I ACCEPT THE OFFER? After carefully reading the enclosed prospectus, all you need to do is complete, sign and return the letter of transmittal accompanying the prospectus. You do not need to surrender a stock certificate representing your Interests. WHO SHOULD I CALL IF I HAVE ADDITIONAL QUESTIONS REGARDING THIS OFFER? We will be happy to answer any questions. Please call us at 1-866-33-KRUPP (1-866-335-7877). This brochure does not constitute an offer to sell or the solicitation of an offer to buy the Series A Preferred Stock, nor will there be any sale of the Series A Preferred Stock in any state where the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The information contained in this brochure is not complete and does not contain all of the information you should consider in connection with the offer. You should read the entire enclosed prospectus carefully, including "Risk Factors," before deciding to accept the offer. Some of the material risks include the fact that: The offer consideration was determined without arm's-length negotiations and may not reflect the fair market value of the Interests. By tendering their Interests, investors will be changing the nature of their investment from primarily guaranteed mortgage loans to primarily uninsured investments in real estate. If the Company does not have legally available funds, distributions actually paid on the Series A Preferred Stock may be less than the stated preferential amount, and distributions received by holders who retain their Interests could be greater than this stated preferential amount. The trading prices of the Series A Preferred Stock may be less than the value assigned for purposes of determining the offer consideration. Tendering holders will relinquish their right to share in future appreciation, if any, in the value of the mortgage funds' assets. Only holders who retain their Interests and KRF Company, the Company's sole common stockholder, will be able to share in this future appreciation. The Company's advisor and some of its directors are subject to conflicts of interest as a result of the affiliate with The Berkshire Group. Because the persons who control us also are affiliated with the mortgage funds, there are conflicts of interest associated with the making of the offers. Tendering holders may not necessarily receive a return that is proportional to the relative value of their interests as compared to the investment of our affiliates. The Company has no operating history or established financing sources. Holders of the Series A Preferred Stock will have limited voting rights. The exchange will generally be a taxable event for federal income tax purposes that may result in gain to tendering holders. There may be adverse tax consequences if the Company fails to qualify as a REIT. BERKSHIRE INCOME REALTY ONE BEACON STREET BOSTON, MA 02108 1-866-33-KRUPP (1-866-335-7877) [GRAPHIC OMITTED] [BERKSHIRE INCOME REALTY] BERKSHIRE INCOME YOUR CURRENT INVESTMENT You currently own an Interest in one of the six mortgage funds sponsored by the Krupp Funds Group. Your mortgage fund is not permitted to reinvest the funds it receives from repayments of its mortgage loan assets, but instead must distribute the net cash proceeds attributable to these repayments to the fund investors. As anticipated, the mortgage funds have experienced significant payoffs of their mortgage loan assets. This has resulted in ever-decreasing levels of regular distributions by the mortgage funds. THE EXCHANGE OFFER We, Berkshire Income Realty, Inc., an affiliate of the Krupp Funds Group, are offering you the opportunity to exchange the Interests in your mortgage fund for our shares of 9% Series A Cumulative Redeemable Preferred Stock, which is expected to be listed on the American Stock Exchange under the symbol "BIR." The terms of this exchange offer are described in the enclosed prospectus. We are a newly formed company whose objective is to acquire, own and operate multi-family residential properties. We intend to operate our business to qualify as a real estate investment trust (a REIT). By making this offer, we are seeking to provide you with an opportunity to exchange all or part of your Interests for a preferred security in a newly organized REIT. This preferred security will be issued by us, a company having substantially different assets and different objectives and a substantially different ownership structure from your mortgage fund, and will have substantially different dividend and liquidation rights and trading liquidity from your Interests. You will not be required to pay any commissions or transfer fees in connection with the exchange of your Interests for the Series A Preferred Stock. We are not seeking to exchange our Series A Preferred Stock for all of the outstanding interests in your mortgage fund. The number of interests we are seeking, and the number of shares of Series A Preferred Stock we are offering to exchange for those interests, are described in the enclosed prospectus. Unless extended, this offer will expire on the expiration date set forth in the enclosed prospectus. We may extend the expiration date at our option, by issuing a press release not later than 9:00 a.m., New York City time, on the day after the day on which the offer was previously scheduled to expire. - -------------------------------------------------------------------------------- INVESTMENT HIGHLIGHTS 9% RATE 9% annual preferred return LIQUIDITY To be listed on the American Stock Exchange SENIOR POSITION Dividends must be paid on the Series A Preferred Stock before any dividends may be paid on the Company's common stock NO TRANSACTION COST No commission or transfer fees ------------------------------------------------------------ THE INVESTMENT THE COMPANY Berkshire Income Realty, Inc., a new REIT that will own multi-family residential properties OBJECTIVE OF COMPANY To acquire, improve and operate quality apartment communities EXPERIENCED MANAGEMENT Affiliated with The Berkshire Group, which has over $1.1 billion of real estate assets currently under management ------------------------------------------------------------ WHY YOU SHOULD INVEST 9% RATE 9% annual preferred return, payable quarterly LIQUIDITY To be listed on the American Stock Exchange CALL PROTECTION Non-callable until February 15, 2010 (7 years) (unless unanticipated regulatory related changes occur) SIMPLE SIGN-UP Read the prospectus carefully. Then just complete, sign and return the Letter of Transmittal - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] [GRAPHIC OMITTED] [PHOTOGRAPH - CENTURY APARTMENTS [PHOTOGRAPH - THE SEASONS COCKEYSVILLE, MD] LAUREL, MD] [GRAPHIC OMITTED] [GRAPHIC OMITTED] [PHOTOGRAPH - DORSEYS FORGE [PHOTOGRAPH - WALDEN POND COLUMBIA, MD] HOUSTON, TX] [GRAPHIC OMITTED] [PHOTOGRAPH - HANNIBAL GROVE COLUMBIA, MD] EASE OF ACCEPTING OFFER Sign Letter of Transmittal and send back to us. No stock certificate needed. No commissions or transfer fees. All shares held in book entry. You may obtain additional copies of the prospectus and letter of transmittal, at our expense, by calling us at 1-866-33-KRUPP (1-866-335-7877). EX-99 8 exhibita6.txt EXHIBIT (A)(6) EXHIBIT (a)(6) BERKSHIRE INCOME REALTY, INC. TO COMMENCE EXCHANGE OFFERS BOSTON, MASSACHUSETTS - January 10, 2003 - Berkshire Income Realty, Inc., a newly-formed affiliate of the Krupp Funds Group that intends to acquire, own and operate multi-family residential properties, announced today that it will be commencing offers to the holders of interests in the funds listed below to exchange its 9% Series A Cumulative Redeemable Preferred Stock for interests in those funds. A separate exchange offer will be made for the interests in each fund. The terms and conditions of the exchange offers, including closing conditions, will be set forth in a Prospectus relating to the offers that will be mailed shortly to such holders. Holders of interests in the following funds will be offered the opportunity to participate in the exchange offers: Krupp Government Income Trust, Krupp Government Income Trust II, Krupp Insured Mortgage Limited Partnership, Krupp Insured Plus Limited Partnership, Krupp Insured Plus II Limited Partnership and Krupp Insured Plus III Limited Partnership. The exchange offers will expire at 5:00 p.m., New York City Time, on February 20, 2003, unless extended. This press release does not constitute an offer to sell or the solicitation of an offer to buy the preferred stock, nor will there be any sale of the preferred stock in any state where the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. This press release contains "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995, about Berkshire Income Realty, Inc. and the funds, including statements containing words such as "expects," "believes" or "will," which indicate that those statements are forward-looking. Except for historical information, the matters discussed in this press release and forward-looking statements that are subject to certain risks and uncertainties could cause actual results, performance or achievements to differ materially. These factors include, among other things, federal, state or local regulations; the inability to meet financial obligations on additional loans; pre-payments of mortgages; operating results at properties underlying 2 mortgages; uninsured losses and potential conflicts of interest between the company and its affiliates and advisors. Additional risks are discussed in Berkshire Income Realty, Inc.'s registration statement on Form S-11 relating to the transactions and in the funds' filings with the Securities and Exchange Commission. Berkshire Income Realty, Inc. has filed a registration statement on Form S-11 with the SEC in connection with the transaction. Current and future holders of interests in the funds are urged to read the following documents filed by Berkshire Income Realty, Inc. in connection with the transaction described above: the prospectus relating to the exchange offers, the registration statement on Form S-11 and the Schedule TOs containing or incorporating by reference such documents and other information. Such documents contain important information about the transaction and related matters. Investors should read the documents filed with the SEC carefully before making any decision in connection with the transaction. In addition to the prospectus relating to the exchange offers, registration statement and Schedule TOs filed by Berkshire Income Realty, Inc., the funds file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by the funds at the SEC Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The funds' filings with the SEC are also available to the public from commercial document-retrieval services and at the web site maintained by the SEC at http://www.sec.gov. Free copies of the exchange offer materials and these other documents may also be obtained from Berkshire Income Realty, Inc. by directing a request by mail to Berkshire Income Realty, Inc., One Beacon Street, Suite 1500, Boston, Massachusetts 02108, Attention: Investor Communications, Telephone: 1-866-33-KRUPP or 1-866-305-7877. 3 CONTACT INFORMATION: Berkshire Income Realty, Inc. One Beacon Street, Suite 1500 Boston, Massachusetts 02108 Attention: Phil Darby Telephone: 1-617-574-8374 E-mail: phil.darby@berkshire-group.com Facsimile: 1-617-423-8919 EX-99 9 exhibita7.txt EXHIBIT (A)(7) EXHIBIT (a)(7) TRANSCRIPTS OF TELEPHONE MESSAGES TO POTENTIAL INVESTORS 1ST CALL Hello, My name is Douglas Krupp, Co-Chairman of Krupp Funds Group. The reason for my call is to alert you to a new preferred stock investment opportunity that is only being offered to our current Krupp investors. A packet containing the prospectus, a brochure with fund highlights and the paperwork to sign up is being mailed to you today. Please take some time to carefully read this material. Should you have any questions please call us at 1-866-33-KRUPP. Thank you and have a nice day. 2ND CALL Hello, I am calling from Krupp Funds Group, by now you should have received a large packet regarding the new preferred stock investment opportunity for our current Krupp investors. I hope that you have had an opportunity to read the prospectus. Please press 1 now if you have any questions and you will immediately be transferred to a representative who will answer any questions. If you haven't yet read the prospectus, please do so. Should you have questions please call us at 1-866-33-KRUPP. Thank you and have a nice day. -----END PRIVACY-ENHANCED MESSAGE-----