-----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, ISoOTpu+KXytpaL8/wDWzVzGgxVUiTyHr0Xc1jnTbLflz/YZ0Ppa3p/Ymmb50c4j ephJPAKlPH+lOYT882heuA== 0000950142-03-000300.txt : 20030214 0000950142-03-000300.hdr.sgml : 20030214 20030214135048 ACCESSION NUMBER: 0000950142-03-000300 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030214 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/A 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78666 FILM NUMBER: 03565815 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/A 1 kipiiscto-ia5.txt AMENDMENT NO. 5 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ SCHEDULE TO-I/A TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) 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. [X] 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 Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO filed with the SEC on January 10, 2003 (as amended, the "Schedule TO") 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 on the Schedule TO filed with the SEC on January 10, 2003 as Exhibits (a)(1) and (a)(2), respectively (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits: (a) (11) Press Release, dated February 14, 2003. (a) (12) Letter of Transmittal. 3 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: February 14, 2003 4 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. *(a) (8) Transcript of telephone message to potential investors. *(a) (9) Letter to Brokers. *(a) (10) Letter to Investors. (a) (11) Press Release, dated February 14, 2003. (a) (12) Letter of Transmittal. (b) Not applicable. (d) Not applicable. *(g) (1) Transcript of telephone messages to potential investors. *(g) (2) Power point presentation to information agents. *(g)(3) Transcripts of telephone messages to potential investors. *(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). ================================================================================ * Previously filed. 5 EX-99 4 exhibita11.txt EXHIBIT (A)(11) EXHIBIT (a)(11) --------------- BERKSHIRE INCOME REALTY, INC. EXTENDS EXPIRATION DATE FOR EXCHANGE OFFERS BOSTON, MASSACHUSETTS -- February 14, 2003 -- Berkshire Income Realty, Inc. today announced that the expiration date for its exchange offers for interests in six mortgage funds has been extended until 5:00 p.m., New York City time, on March 17, 2003. The exchange offers relate to interests in Krupp Government Income Trust (GIT), Krupp Government Income Trust II (GIT II), Krupp Insured Mortgage Limited Partnership (KIM), Krupp Insured Plus Limited Partnership (KIP), Krupp Insured Plus II Limited Partnership (KIP II) and Krupp Insured Plus III Limited Partnership (KIP III) and were originally to have expired on February 20, 2003. Except as described above, the terms and conditions of the exchange offers as set forth in the prospectus relating to Berkshire Income Realty's 9% Series A Cumulative Redeemable Preferred Stock (Preferred Shares) remain in effect. As of the close of business on February 13, 2003, Berkshire Income Realty, Inc. had received tenders of approximately 1,601,792 interests in GIT, 1,950,997 interests in GIT II, 1,119,367 interests in KIM, 751,189 interests in KIP, 1,181,438 interests in KIP II and 944,638 interests in KIP III. As of such date, sufficient interests had been tendered so that more than 1,000,000 Preferred Shares would be issued in exchange for mortgage fund interests, thereby satisfying, as of such date, the minimum tender condition referred to in the prospectus relating to the Preferred Shares. 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, the exercise of withdrawal rights by tendering interestholders; federal, state or local regulations; the inability to meet financial obligations on additional loans; pre-payments of mortgages; operating results at properties underlying 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. 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 5 exhibita12.txt EXHIBIT (A)(12) EXHIBIT (a)(12) --------------- THE OFFERING HAS BEEN EXTENDED TO 5:00 P.M. NYC TIME, MARCH 17, 2002 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 <> THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT, AND THIS LETTER OF TRANSMITTAL ("TRANSMITTAL LETTER") MUST BE RECEIVED BY BERKSHIRE INCOME REALTY, INC. ("BIR") BY, 5:00 P.M., NEW YORK CITY TIME, ON MARCH 17, 2003, UNLESS THE OFFER IS EXTENDED. (Please See Separate Instructions Enclosed) - -------------------------------------------------------------------------------- <> <> <>, <> <> - -------------------------------------------------------------------------------- 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. Krupp Account Number:<> Number of Interests:<> - -------------------------------------------------------------------------------- 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 parties [_] IRA or SEP/IRA - custodian signature required. must sign [_] KEOGH (H.R. 10) - custodian signature required. [_] TENANTS BY THE ENTIRETY - two signatures required. [_] IRCss.401 QUALIFIED PLAN - trustee signature(s) [_] HUSBAND AND WIFE - two signatures required. required. [_] TENANTS IN COMMON - all parties must sign. [_] TAX-EXEMPT ORGANIZATION (under IRCss.501(c) or (d)). [_] CORPORATION [_] CUSTODIAN - custodian signature required. [_] TRUST - trustee signature(s) required. ALL SECTIONS [_] OTHER - please specify MUST BE FILLED IN.
Print Trustee name(s) ________________________ Trust date _____ _____ _____ For the benefit of: _________________ - -------------------------------------------------------------------------------- 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 applicable. All checks and correspondence will go to this address unless another address is listed in Section 4 or 5 below. State of residence (Required): IRA and Keogh accounts: state of residence of plan beneficiary; all others, state of residence of investor:_________ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Individual Entity or Name - -------------------------------------------------------------------------------- Joint Tenant Name (if any) - -------------------------------------------------------------------------------- Street Address - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- City: State Zip Code - -------------------------------------------------------------------------------- Investor Daytime Phone Number ( ) - -------------------------------------------------------------------------------- 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 or accounts for further credit.) If you would like direct deposit of dividend checks, please complete below. - -------------------------------------------------------------------------------- Name of Depositary (Bank) - -------------------------------------------------------------------------------- Address City State Zip - -------------------------------------------------------------------------------- Bank Routing Number __________________ Bank Account Number _________________ Please specify: Checking ________________ Savings __________________________ Please include a voided check or savings deposit slip for verification of account numbers. - -------------------------------------------------------------------------------- 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 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 Transmittal Letter, (5) withdraw any previous tender of my Interests that may have been made to an entity other than BIR, and (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 in the offer 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 TAXPAYER TIN ________________________ IDENTIFICATION NUMBER ("TIN") IN THE BOX AT THE Social Security Number or RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Employer Identification OR IF A TIN HAS NOT BEEN ISSUED TO YOU PLEASE Number (if awaiting TIN CHECK THE BOX IN PART 3 BELOW. write "Applied For") - -------------------------------------------------------------------------------- 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 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 TRANSMITTAL LETTER (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 1st Investor Date X ____________________________________ ___ / ___ / ____ Authorized Signature of 2nd Investor Date (if more than one) - -------------------------------------------------------------------------------- Return or deliver this Transmittal Letter 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 March 17, 2003. FOR ADDITIONAL INFORMATION, CALL: 1-866-335-7877 Transmittal Letter sent to: The Information Agent The Dealer Manager of the Offer is: for the Offer is: Berkshire Income Realty, Inc. Georgeson Shareholder Georgeson Shareholder Attn: Krupp Funds Group Communications, Inc. Securities Corporation One Beacon Street, 17 State Street, 17 State Street, Suite 1500 10th floor 10th floor Boston, MA 02108 New York, NY 10004 New York, NY 10004 > -----END PRIVACY-ENHANCED MESSAGE-----