-----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, RtQIlPG+p3biS+8PfUnCd/aeW5/UW9B4R99wOTgSPgmQpuWGMbdzuhRkbgIltAqd Nwr9d7g1Qv0xtNyzQowT3Q== 0000950142-03-000661.txt : 20030407 0000950142-03-000661.hdr.sgml : 20030407 20030407123738 ACCESSION NUMBER: 0000950142-03-000661 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030407 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: 320024337 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: 03641036 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-ia9.txt AMENDMENT NO. 9 ================================================================================ 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. 9) 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. [X] Check the box if the filing is a final amendment reporting the results of the tender offer. 2 This Amendment No. 9 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"). Capitalized terms used herein but not otherwise defined have the respective meanings given them in the Offer. This Amendment No. 9 reports the results of the Offer and is the final amendment to the Schedule TO. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 8 of the Schedule TO is hereby amended and supplemented by adding the following: The Offer expired at 5:00 p.m., New York City time, on April 2, 2003. A total of approximately 3,752,796 Interests were validly tendered and not withdrawn pursuant to the Offer. On April 4, 2003, BIR accepted an aggregate of approximately 3,663,855 Interests (the "Accepted Interests") in accordance with the terms of the Offer. These Accepted Interests were accepted on a pro rata basis, and a proration factor of 97.63% was applied. On April 4, 2003, BIR transferred all of the Accepted Interests to its operating partnership, Berkshire Income Realty-OP, L.P. ("BIR-OP"), in exchange for preferred limited partner interests in BIR-OP. Based on 14,655,512 Interests issued and outstanding as of April 4, 2003, BIR-OP became the record owner of approximately 25.00% of the outstanding Interests. BIR-OP will have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Accepted Interests. However, pursuant to the Company's partnership agreement, Interests held by affiliates of the general partner of the Company may not be voted. BIR-OP is an affiliate of the general partner of the Company. Each of (i) the filing persons (BIR, KRF, KFLP, the Trusts, George D. Krupp and Douglas Krupp) and (ii) BIR GP, L.L.C. (the general partner of BIR-OP and a wholly owned subsidiary of BIR), by virtue of their beneficial ownership of BIR-OP, may be deemed to beneficially own the Accepted Interests held of record by BIR-OP. ITEM 11. ADDITIONAL INFORMATION. As more fully described under Item 8 above (which description is incorporated herein in response to this Item 11), on April 4, 2003, BIR completed the Offer. On April 7, 2003, BIR issued a press release announcing the final results and proration factor of the Offer, a copy of which is filed as Exhibit (a)(19) to this Amendment No. 9 and is incorporated herein by reference. 3 ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit: (a)(19) Press Release, dated April 7, 2003. 4 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: April 7, 2003 5 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 No. 1, dated February 27, 2003. *(a) (14)Letter to Investors. *(a) (15)Letter to Investors. *(a) (16)Transcript of telephone message to potential investors. *(a) (17)Press Release, dated March 14, 2003. *(a) (18)Prospectus Supplement No. 2, dated March 14, 2003. (a) (19)Press Release, dated April 7, 2003. (b) Not applicable. (d) Not applicable. *(g) (1) Transcript of telephone messages to potential investors. 6 *(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. 7 EX-99 4 exhibita19_040403.txt EXHIBIT (A)(19) Exhibit (a)(19) --------------- BERKSHIRE INCOME REALTY COMPLETES FIVE OF ITS EXCHANGE OFFERS BOSTON, MASSACHUSETTS - - April 7, 2003 - - Berkshire Income Realty, Inc. today announced that it had completed five of its exchange offers in which it offered to exchange shares of its 9% Series A Cumulative Redeemable Preferred Stock for shares of Krupp Government Income Trust (GIT), Krupp Government Income Trust II (GIT II), Krupp Insured Plus Limited Partnership (KIP), Krupp Insured Plus II Limited Partnership (KIP II) and Krupp Insured Plus III Limited Partnership (KIP III). The exchange offers expired at 5:00 p.m., New York City time, on April 2, 2003. Berkshire Income Realty also announced today that, as contemplated by the terms of the exchange offers, it had completed its acquisition of interests in five multi-family properties. The completion of these acquisitions, and the acceptance by Berkshire Income Realty of the GIT, GIT II, KIP, KIP II and KIP III shares pursuant to the exchange offers, occurred on April 4, 2003. Pursuant to the offer relating to GIT, Berkshire Income Realty offered to exchange 0.1481 share of its Series A Preferred Stock for each of up to 4,708,974 shares of GIT, which represents approximately 31% of GIT's issued and outstanding shares as of April 7, 2003. A total of approximately 4,632,630 GIT shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, Berkshire Income Realty accepted for exchange all of such shares, which represents approximately 30.78% of GIT's issued and outstanding shares as of April 7, 2003. Pursuant to the offer relating to GIT II, Berkshire Income Realty offered to exchange 0.2500 share of its Series A Preferred Stock for each of up to 5,742,802 shares of GIT II, which represents approximately 31% of GIT II's issued and outstanding shares as of April 7, 2003. A total of approximately 5,293,321 GIT II shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, Berkshire Income Realty accepted for exchange all of such shares, which represents approximately 28.81% of GIT II's issued and outstanding shares as of April 7, 2003. Pursuant to the offer relating to KIP, Berkshire Income Realty offered to exchange 0.1120 share of its Series A Preferred Stock for each of up to 2,766,307 shares of KIP, which represents approximately 37% of KIP's issued and outstanding shares as of April 7, 2003. A total of approximately 2,225,157 KIP shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, Berkshire Income Realty accepted for exchange all of such shares, which represents approximately 29.67% of KIP's issued and outstanding shares as of April 7, 2003. Pursuant to the KIP II offer, Berkshire Income Realty offered to exchange 0.0750 share of its Series A Preferred Stock for each of up to 3,370,614 shares of KIP II, which represents approximately 23% of KIP II's issued and outstanding shares as of April 7, 2003. A total of approximately 3,752,796 KIP II shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, Berkshire Income Realty accepted for exchange approximately 3,663,855 KIP II shares, which was the highest number of KIP II shares that could be accepted without amending and thus delaying the completion of the KIP II offer. The number of KIP II shares accepted by Berkshire Income Realty represents approximately 25.00% of KIP II's issued and outstanding shares as of April 7, 2003. Pursuant to the terms of the offer, Berkshire Income Realty accepted these 3,663,855 shares on a pro rata basis, and a proration factor of 97.63% was applied to the tender by each tendering KIP II shareholder. Pursuant to the KIP III offer, Berkshire Income Realty offered to exchange 0.0717 share of its Series A Preferred Stock for each of up to 3,452,096 shares of KIP III, which represents approximately 27% of KIP III's issued and outstanding shares as of April 7, 2003. A total of approximately 3,655,837 KIP III shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, Berkshire Income Realty accepted for exchange all of such shares, which represents approximately 28.63% of KIP III's issued and outstanding shares as of April 7, 2003. As a result of the completion of these five exchange offers, on April 4, 2003 Berkshire Income Realty issued an aggregate of approximately 2,668,068 shares of its Series A Preferred Stock. The newly issued shares of Series A Preferred Stock are expected to begin trading on the American Stock Exchange under the symbol "BIR" shortly after the completion of Berkshire Income Realty's exchange offer for Krupp Insured Mortgage Limited Partnership (KIM). As previously announced, the KIM exchange offer is scheduled to expire at 5:00 p.m., New York City time, on April 17, 2003. Berkshire Income Realty is a newly formed REIT whose objective is to acquire, own and operate multi-family residential properties. As of the completion of these five exchange offers, the Company owns interests in five of such properties, four of which are located in the Baltimore/Washington D.C. metropolitan areas and the fifth is located in Houston, Texas. These properties are each garden style apartment communities and collectively consist of 2,539 apartment units. The Company also expects to acquire a 140 unit garden style apartment community, also located in Houston, Texas, in the second quarter of 2003. 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. Copies of the prospectus relating to the exchange offers and the Series A Preferred Stock may 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. 2 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 3 -----END PRIVACY-ENHANCED MESSAGE-----