-----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, CvZ9bKdfiqSZZD9Uy1dF5cb2BcGyF9G9P05TNVHnufjZHuHBv2tbZKw56CiTw6D0 +k3+9OGtmq3Ek/XtIuWhSg== 0000950142-03-000145.txt : 20030124 0000950142-03-000145.hdr.sgml : 20030124 20030124153135 ACCESSION NUMBER: 0000950142-03-000145 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030124 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 III LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000832091 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 043007489 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78667 FILM NUMBER: 03524118 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 kipiiito-ia3.txt AMENDMENT NO. 3 ================================================================================ 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. 3) KRUPP INSURED PLUS III 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** ---------------------- ---------------------- $6,867,207.32 $1,373.44 * For purposes of calculating the filing fee only. This calculation assumes the exchange of 3,831,078 units of depositary receipts representing units of limited partner interests of Krupp Insured Plus III Limited Partnership for 274,688.29 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 $1,373.44 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. 3 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 3,831,078 units of depositary receipts representing units of limited partner interests of Krupp Insured Plus III 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) (9) Letter to Brokers. (g) (3) Transcripts of telephone messages 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: January 24, 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. (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 exhibita9.txt EXHIBIT (A)(9) EXHIBIT (a)(9) -------------- Letter to Brokers BERKSHIRE INCOME REALTY, INC. One Beacon Street, Suite 1500 Boston, Massachusetts 02108 January 24, 2003 Dear Registered Representative: We are writing to tell you about an investment opportunity that is being offered to your clients that are Krupp mortgage fund investors. It is an opportunity for them to exchange their mortgage fund interests for preferred stock of Berkshire Income Realty, Inc. (BIR), a newly formed REIT that is controlled by Douglas Krupp, Chairman and Chief Executive Officer of The Berkshire Group, and George Krupp, Vice Chairman of The Berkshire Group. The exchange offer is being made only to Krupp mortgage fund investors, and provides them with an opportunity to exchange their interests in their Krupp mortgage fund for Berkshire Income Realty's shares of 9% Series A Cumulative Redeemable Preferred Stock, which will be listed on the American Stock Exchange under the symbol "BIR." As anticipated, the Krupp mortgage funds have experienced significant payoffs of their mortgage loan investments. Since the mortgage funds are not permitted to reinvest the funds they receive from repayments of the mortgage loan assets, but instead must distribute the net cash proceeds attributable to these repayments to the fund investors, this results in ever-decreasing levels of regular distributions to the fund investors. In order to provide an alternative ongoing investment vehicle, we have developed a new investment program in Berkshire Realty Income that offers the following advantages: o Issuance of 9% Series A Cumulative Redeemable Preferred Stock, with dividends paid quarterly. o Listing of the Preferred Stock on the American Stock Exchange to provide investors with liquidity. o No cost to the investors to effect the exchange from their mortgage fund shares to Berkshire Income Realty's Preferred Stock. Berkshire Income Realty is a newly formed REIT whose objective is to acquire, own and operate multi-family residential properties. In making this offer, we are seeking to provide investors with an opportunity to exchange all or part of the interests in their mortgage fund for a preferred security in a newly organized REIT. This preferred security will be issued by us, a REIT having substantially different assets, objectives, and ownership structure from the mortgage funds. The dividend, liquidation rights and trading liquidity will also be substantially different from those of the interests in the mortgage funds. Investors will not be required to pay any commissions or transfer fees in connection with the exchange of their mortgage fund investment for our 9% Series A Cumulative Redeemable Preferred Stock. If they choose not to participate, they will remain a unitholder in their mortgage fund. The exchange offer is scheduled to expire at 5:00 p.m., New York City time, on February 20, 2003, unless extended. For your information, we have enclosed a brochure highlighting the terms of this offer. The prospectus is available on our website at www.kruppfunds.com. If your clients need additional copies of the prospectus or letter of transmittal, copies may be obtained from us, at our expense, by calling us at the number below. The offer is scheduled to close in the first quarter of 2003, at which time it is expected that our 9% Series A Cumulative Redeemable Preferred Stock will be trading on the American Stock Exchange. You may also want to consider this investment for your other clients at that time. Should you have any questions, please contact us at 1-866-335-7877 and we will be happy to assist you. Very truly yours, BERKSHIRE INCOME REALTY, INC. EX-99 5 exhibitg3.txt EXHIBIT (G)(3) EXHIBIT (g)(3) -------------- Transcripts of Telephone Messages to Potential Investors NOTE TO EDGAR USERS: THE FOLLOWING 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. INBOUND CALLS Thank you for calling the Krupp Funds Group information line. My name is_______________. May I please have your account number? How can I help you? (ANSWER SHAREHOLDER QUESTIONS. REFER TO Q&A, PROSPECTUS AND WWW.KRUPPFUNDS.COM) (IF THE FOLLOWING HAS NOT ALREADY BEEN COVERED, PLEASE EXPLAIN TO CALLER): You will / have receive(d) a package containing our exchange offer for our new preferred stock, which will pay a 9% dividend and will offer daily liquidity, a feature not currently available to you. Are you aware that you will be receiving decreasing amounts of regular dividends from your Fund and that your Fund will liquidate? (ANSWER CALLER'S FOLLOW-UP QUESTIONS) To accept the offer, all you have to do is read the prospectus, and sign the Letter of Transmittal and return it in the supplied envelope. (IF THE SHAREHOLDER HAS NOT INDICATED AT THIS POINT IN TIME WHETHER THEY WILL BE PARTICIPATING OR NOT, ASK...) George & Douglas Krupp are interested in getting your feedback as to whether you intend to participate in the offer? IF YES - Great, thank you for your time and have a nice day/evening. IF NO - In the interest of providing feedback to Krupp Funds Group may we ask why you will not be participating? (BASED ON REASON GIVEN, PROVIDE RESPONSE FROM Q&A - E.G. FROM THE BENEFITS OF OFFER AND HIGHLIGHTS OF OFFER SECTIONS) If you do have any other questions please call us please call us at 1-866-335-7877. From 9 a.m. to 8 p.m. EST Monday to Friday. Thank you and have a nice day. INFORMATION AGENTS MUST PROVIDE ANSWERS THAT ARE CONSISTENT WITH THE PROSPECTUS, PER THE TRAINING PRESENTATION. INFORMATION AGENTS MUST DECLINE TO ANSWER QUESTIONS THE ANSWERS TO WHICH FALL OUTSIDE THAT INFORMATION. IT IS IMPORTANT THAT NO NEW INFORMATION IS GIVEN TO INTEREST HOLDERS. INFORMATION AGENTS MUST NOT COMMENT ON THE MERITS OF THE OFFERS, MUST NOT ADVISE INTEREST HOLDERS WHETHER TO ACCEPT OR NOT ACCEPT THE OFFERS AND MUST NOT PUT INTEREST HOLDERS UNDER ANY PRESSURE. ALL INTEREST HOLDERS MUST BE ENCOURAGED TO CONSULT THEIR PROFESSIONAL ADVISERS. CALLERS WITH QUESTIONS OUTSIDE OF THE TRAINING PRESENTATION SHOULD BE REFERRED TO PHIL DARBY AT (617) 574-8374. OUTBOUND SCRIPT Hello, may I please speak to ___________. This is _________ from Krupp Funds Group. I am calling you regarding your current investment in the _______________ Fund. I'm calling to see if you have received the package concerning our exchange offer for our new preferred stock, which will pay a 9% dividend and will offer daily liquidity, a feature not currently available to you. My main reason for calling today is to see if I may answer questions you have regarding this offer. I also wanted to make sure that you are aware that your Fund will liquidate, and that you will be receiving decreasing amounts of regular dividends from your Fund. Do you have any questions that I can answer for you? To accept the offer, all you have to do is read the prospectus, and sign the Letter of Transmittal and return it in the supplied envelope. George & Douglas Krupp are interested in getting your feedback as to whether you intend to participate in the offer? IF YES - Great, thank you for your time and have a nice day/evening. IF NO - In the interest of providing feedback to Krupp Funds Group may we ask why you will not be participating? (BASED ON REASON GIVEN, PROVIDE RESPONSE FROM Q&A - E.G. FROM THE BENEFITS OF OFFER AND HIGHLIGHTS OF OFFER SECTIONS) If you do have any further questions please call us at 1-866-335-7877. Thank you and have a nice day/evening. INFORMATION AGENTS MUST PROVIDE ANSWERS THAT ARE CONSISTENT WITH THE PROSPECTUS, PER THE TRAINING PRESENTATION. INFORMATION AGENTS MUST DECLINE TO ANSWER QUESTIONS THE ANSWERS TO WHICH FALL OUTSIDE THAT INFORMATION. IT IS IMPORTANT THAT NO NEW INFORMATION IS GIVEN TO INTEREST HOLDERS. INFORMATION AGENTS MUST NOT COMMENT ON THE MERITS OF THE OFFERS, MUST NOT ADVISE INTEREST HOLDERS WHETHER TO ACCEPT OR NOT ACCEPT THE OFFERS AND MUST NOT PUT INTEREST HOLDERS UNDER ANY PRESSURE. ALL INTEREST HOLDERS MUST BE ENCOURAGED TO CONSULT THEIR PROFESSIONAL ADVISERS. CALLERS WITH QUESTIONS OUTSIDE OF THE TRAINING PRESENTATION SHOULD BE REFERRED TO PHIL DARBY AT (617) 574-8374. -----END PRIVACY-ENHANCED MESSAGE-----