-----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, TBEpIXZm0LUSC3h9aq6gTN42cs4BiH8DXByAwrN+IJkPgsY19EyGeeWup5I792GU qGkbJTst2WlobVgP81ZayA== 0000950142-03-000382.txt : 20030227 0000950142-03-000382.hdr.sgml : 20030227 20030227123918 ACCESSION NUMBER: 0000950142-03-000382 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030227 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: 03582634 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 kipiiiscto-ia6.txt AMENDMENT NO. 6 ================================================================================ 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. 6) 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. 6 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) (13) Prospectus Supplement, dated February 27, 2003. (a) (14) Letter to Investors. (a) (15) Letter to 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: February 27, 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. (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-4 4 exhibita13.txt EXHIBIT (A)(13) EXHIBIT (a)(13) --------------- [GRAPHIC OMITTED - BERKSHIRE INCOME REALTY] - -------------------------------------------------------------------------------- Prospectus Supplement No. 1 (To Prospectus, Dated January 9, 2003) Filed pursuant to Rule 424(b)(3) Registration No. 333-98571 Exchange Offers for a Total of Up to 3,010,941 Shares of its 9% Series A Cumulative Redeemable Preferred Stock This prospectus supplement contains additional information relating to our exchange offers. Our common stockholder, KRF Company, L.L.C., through a newly created affiliate, Gable of Texas Limited Partnership, has entered into an agreement to acquire The Gables Apartments (which we refer to as the "Gables"), an apartment complex located in Houston, Texas, from Wentworth Gables, L.P. The purchase is expected to take place on March 25, 2003. Although there can be no assurance that this purchase will occur, if it does, we currently intend to acquire Gables of Texas Limited Partnership from KRF Company, subject to certain closing conditions and the approval of the audit committee of our board of directors. The following discussion regarding the Gables was derived from information provided by Wentwood Gables, L.P. THE GABLES APARTMENTS HOUSTON, TEXAS [GRAPHIC OMITTED - PHOTOGRAPH] PROPERTY DESCRIPTION The Gables is a 140-unit apartment community located in Houston, Texas. The property is contiguous to Walden Pond Apartments, a property that we will acquire upon the completion of our offers, as described in our prospectus, dated January 9, 2003. The Gables consists of 11 apartment buildings and a clubhouse/leasing center, all built on 6.16 acres of land. Amenities include a resort style pool area with hot tub, clubhouse, and picnic area. Apartment amenities include Italian tile entry flooring, fireplaces, French doors, vaulted ceilings, and full-size washer/dryer connections. The floor plans average 894 square feet. The property has received almost $700,000 in recent capital improvements, including Hardiplank siding and exterior paint, new roofs, parking lot repairs, pool area improvements, and upgraded landscaping. THE GABLES APARTMENTS HOUSTON, TEXAS - -------------------------------------------------------------------------------- LOCATION AND MARKET AREA The Gables is located in a stable, well-maintained, middle class neighborhood. Median household income is in the mid $60,000 range and schools serving the property are well respected. The complex is along two of West Houston's most prominent and heavily traveled thoroughfares, which we believe is ideally situated, allowing residents to reach any point of interest in Houston with little difficulty. The major employment centers are easily accessible from the property. The property is also minutes from the Galleria, Greenway Plaza, and the Texas Medical Center. Downtown Houston is 15 miles east of the property. The Gables is well served by retail and ancillary services. For daily needs, less than one mile from the property is Randall's Flagship anchored retail center, a Signature Kroger anchored retail center, and the recently developed Royal Oaks Village Shopping Center. In addition, there is a variety of retail and restaurant establishments in the area. [GRAPHIC OMITTED - PHOTOGRAPH] PROPOSED TERMS OF ACQUISITION The purchase price is $7 million plus closing costs. We currently expect to borrow the purchase price from KRF Company or its affiliates on terms that are no less favorable to us than would be available from a third party. [GRAPHIC OMITTED - PHOTOGRAPH] COMBINING THE GABLES AND WALDEN POND We believe the ability to combine the two properties has numerous benefits. First, we believe we would benefit from economies of scale because the additional units could be managed using existing Walden Pond staff supplemented with minimal additions. We could realize payroll savings because there would be little to no incremental administrative costs. The units at the Gables are larger in size than at Walden Pond and would allow for a broader appeal as residents can choose across a variety of floor plans. We believe the greater range of choices will appeal to the middle-income renter, who is the dominant target group. The combination of the properties would also allow the amenities package to be enhanced. We are considering converting the Gables offices into a fitness center and business center. This will provide greater marketability to new residents and likely greater retention of existing residents, resulting in a more predictable and potentially greater income stream. If such a plan were initiated, we estimate that the cost of such renovations would be under $75,000 and we would expect to fund the cost of such renovations out of existing capital sources. [GRAPHIC OMITTED - PHOTOGRAPH] COMPETITION The Gables is located in an developed area. There are numerous other rental apartment properties within and around the market area of the Gables. The number of competitive rental properties in the area could have a material adverse effect on our ability to attract and retain residents and to increase rental rates. Virtually all of the leases for units in the Gables are short-term leases (generally one year or less). OTHER INFORMATION Our proposed ownership interest in the Gables is a fee simple interest. The following is a tabular description of the physical occupancy rates at the Gables and the average annual rental income per unit, which was determined by dividing the annual effective gross rental income by the number of apartment units: - -------------------------------------------------------------------------------- 2002 2001 2000 1999 1998 ---- ---- ---- ---- ---- Physical Occupancy Rate 94% 94% 90% 90% 95% Average Annual Rental Income per Unit $7,793 $7,527 $6,988 $7,304 $7,239 - -------------------------------------------------------------------------------- The current real estate tax rate pertaining to the Gables is 2.962603 per $100. We believe that the property will be adequately covered by insurance under our current policies upon acquisition. THE DATE OF THE PROSPECTUS SUPPLEMENT IS FEBRUARY 27, 2003. BERKSHIRE INCOME REALTY ONE BEACON STREET BOSTON, MA 02108 1-866-33-KRUPP (1-866-335-7877) EX-99 5 exhibita14.txt EXHIBIT (A)(14) EXHIBIT (a)(14) --------------- BERKSHIRE INCOME REALTY, INC. EXCHANGE OFFERS FOR A TOTAL OF UP TO 3,010,941 SHARES OF OUR 9% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK February 27, 2003 Dear Krupp Mortgage Fund Investor: We are excited to inform you that our common stockholder, KRF Company, L.L.C., through a newly created affiliate, Gables of Texas Limited Partnership, has entered into an agreement to acquire The Gables Apartments (the "Gables"), an apartment complex located in Houston, Texas, from Wentwood Gables, L.P. The purchase is expected to take place on March 25, 2003. Although there can be no assurance that this purchase will occur, if it does, we currently intend to acquire Gables of Texas Limited Partnership from KRF Company, subject to certain closing conditions and the approval of the audit committee of our board of directors. Our primary goal is to acquire, own, and operate multi-family residential properties. Our ownership of the Gables will enhance our investment presence in what we consider to be a strong metropolitan market. At the completion of our exchange offers, we will own interests in five properties which are described in the prospectus, dated January 9, 2003, and if this acquisition is completed the Gables will be the sixth property held by us. Enclosed is a prospectus supplement, which contains additional information relating to the proposed acquisition. TO ACCEPT OUR EXCHANGE OFFER, THE LETTER OF TRANSMITTAL MUST BE COMPLETED, SIGNED, DATED, AND RETURNED TO US IN THE ENCLOSED PREPAID SELF-ADDRESSED ENVELOPE. If you have already sent in your Letter of Transmittal to accept the offer, you do not need to complete the enclosed Letter of Transmittal. We are sending confirmations to investors who have returned their completed Letter of Transmittal to us. If you do not receive a confirmation within 10 business days, please call us at the number provided below. 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. WE ARE OFFERING TO EXCHANGE UP TO 3,010,941 OF OUR 9% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK AS FOLLOWS:
0.1481 PREFERRED SHARE FOR EACH INTEREST IN 0.1120 PREFERRED SHARE FOR EACH INTEREST IN KRUPP GOVERNMENT INCOME TRUST KRUPP INSURED PLUS LIMITED PARTNERSHIP 0.2500 PREFERRED SHARE FOR EACH INTEREST IN 0.0420 PREFERRED SHARE FOR EACH INTEREST IN KRUPP GOVERNMENT INCOME TRUST II KRUPP INSURED PLUS II LIMITED PARTNERSHIP 0.0750 PREFERRED SHARE FOR EACH INTEREST IN 0.0717 PREFERRED SHARE FOR EACH INTEREST IN KRUPP INSURED MORTGAGE LIMITED PARTNERSHIP KRUPP INSURED PLUS III LIMITED PARTNERSHIP
THE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 17, 2003, UNLESS EXTENDED. ANY EXTENSION WILL BE ANNOUNCED BY PRESS RELEASE NO LATER THAN 9:00 A.M., NEW YORK CITY TIME, ON THE DAY FOLLOWING THE PREVIOUSLY SCHEDULED EXPIRATION DATE. THE TERMS OF THE OFFERS ARE DESCRIBED IN THE PROSPECTUS, DATED JANUARY 9, 2003. EX-99 6 exhibita15.txt EXHIBIT (A)(15) EXHIBIT (a)(15) --------------- BERKSHIRE INCOME REALTY, INC. EXCHANGE OFFERS FOR A TOTAL OF UP TO 3,010,941 SHARES OF OUR 9% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK February 27, 2003 Dear Krupp Mortgage Fund Investor: We are excited to inform you that our common stockholder, KRF Company, L.L.C., through a newly created affiliate, Gables of Texas Limited Partnership, has entered into an agreement to acquire The Gables Apartments (the "Gables"), an apartment complex located in Houston, Texas, from Wentwood Gables, L.P. The purchase is expected to take place on March 25, 2003. Although there can be no assurance that this purchase will occur, if it does, we currently intend to acquire Gables of Texas Limited Partnership from KRF Company, subject to certain closing conditions and the approval of the audit committee of our board of directors. Our primary goal is to acquire, own, and operate multi-family residential properties. Our ownership of the Gables will enhance our investment presence in what we consider to be a strong metropolitan market. At the completion of our exchange offers, we will own interests in five properties which are described in the prospectus, dated January 9, 2003, and if this acquisition is completed the Gables will be the sixth property held by us. Enclosed is a prospectus supplement, which contains additional information relating to the proposed acquisition. 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. WE ARE OFFERING TO EXCHANGE UP TO 3,010,941 OF OUR 9% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK AS FOLLOWS:
0.1481 PREFERRED SHARE FOR EACH INTEREST IN 0.1120 PREFERRED SHARE FOR EACH INTEREST IN KRUPP GOVERNMENT INCOME TRUST KRUPP INSURED PLUS LIMITED PARTNERSHIP 0.2500 PREFERRED SHARE FOR EACH INTEREST IN 0.0420 PREFERRED SHARE FOR EACH INTEREST IN KRUPP GOVERNMENT INCOME TRUST II KRUPP INSURED PLUS II LIMITED PARTNERSHIP 0.0750 PREFERRED SHARE FOR EACH INTEREST IN 0.0717 PREFERRED SHARE FOR EACH INTEREST IN KRUPP INSURED MORTGAGE LIMITED PARTNERSHIP KRUPP INSURED PLUS III LIMITED PARTNERSHIP
THE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 17, 2003, UNLESS EXTENDED. ANY EXTENSION WILL BE ANNOUNCED BY PRESS RELEASE NO LATER THAN 9:00 A.M., NEW YORK CITY TIME, ON THE DAY FOLLOWING THE PREVIOUSLY SCHEDULED EXPIRATION DATE. THE TERMS OF THE OFFERS ARE DESCRIBED IN THE PROSPECTUS, DATED JANUARY 9, 2003. -----END PRIVACY-ENHANCED MESSAGE-----