-----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, IbPej5VCoX6dFKXM/3q2qlorOozFvXgpX1+lAGmddRc7D2mamIGQ2NhltC1U3U4N PD8j9tqCiTx/SdioZdlH5Q== 0000950142-03-000424.txt : 20030306 0000950142-03-000424.hdr.sgml : 20030306 20030306100311 ACCESSION NUMBER: 0000950142-03-000424 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030306 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: 03593962 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-ia7.txt AMENDMENT NO. 7 ================================================================================ 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. 7) 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 Amendment No. 7 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 exhibit: (a)(16) Transcript of telephone message to potential investors. 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: March 6, 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. *(a) (13) Prospectus Supplement, dated February 27, 2003. *(a) (14) Letter to Investors. *(a) (15) Letter to Investors. (a) (16) Transcript of telephone message to potential investors. (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. 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). - -------------------------------------------------------------------------------- * Previously filed. 6 EX-99 4 exhibita16.txt EXHIBIT (A)(16) EXHIBIT (a)(16) --------------- Transcript of Telephone Message to Potential Investors NOTE TO EDGAR USERS: THIS TRANSCRIPT DOES NOT CONSTITUTE AN OFFER TO PURCHASE ANY SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, PURSUANT TO THE EXCHANGE OFFERS OR OTHERWISE. THE OFFERS TO EXCHANGE PREFERRED SHARES FOR INTERESTS ARE MADE SOLELY BY THE PROSPECTUS AND LETTERS OF TRANSMITTAL RELATING TO THE OFFERS, WHICH CONTAIN THE FULL TERMS AND CONDITIONS OF THE OFFERS, INCLUDING DETAILS OF HOW THE OFFERS MAY BE ACCEPTED. BERKSHIRE INCOME REALTY HAS FILED TENDER OFFER STATEMENTS CONTAINING THE PROSPECTUS AND OTHER RELATED DOCUMENTATION. FREE COPIES OF THE TENDER OFFER STATEMENTS ARE AVAILABLE ON THE SEC'S WEBSITE AT WWW.SEC.GOV. INTEREST HOLDERS ARE ADVISED TO READ THE TENDER OFFER STATEMENTS AND THE PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Hello, This is George Krupp, Co-Chairman of Krupp Funds Group. You have received information concerning our new fund, Berkshire Income Realty, Inc., which is offering a 9 % Series A Cumulative Redeemable Preferred Stock that will be listed on the American Stock Exchange. We still have not heard from you, and the extended expiration date of our exchange offer of March 17, 2003 is quickly approaching. We do not want you to miss the opportunity to take advantage of exchanging your current interests in your mortgage fund for shares of Berkshire Income's 9% preferred stock. Our offering is already a success, over 12,000 investors in our funds have already accepted our offer to exchange their interests into the new fund. We are also excited about Berkshire Income's expected acquisition of the Gables Apartments in Houston, Texas. The terms of this acquisition are described in Berkshire Income's prospectus supplement. We believe that the acquisition of the Gables Apartments will enhance Berkshire Income's overall portfolio, and will further its objective of owning well-located properties in strong metropolitan markets. After reading the prospectus, all you have to do to accept the exchange offer is to complete the Letter of Transmittal and return it to us. If you wish to speak to a representative, please press 1, or if you should you have any questions at a later date, please call us at 1-866-335-7877. Thank you and have a nice day. -----END PRIVACY-ENHANCED MESSAGE-----