-----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, Ido9gVEFwxbR5jMZcUBt1OjbKzGCWvCx2Uf9k4wyfsbnac8EdMa96MijJFG9PU7X nwTnl/dWG2qjsm9TTx/V4Q== 0000950142-03-000485.txt : 20030314 0000950142-03-000485.hdr.sgml : 20030314 20030314095727 ACCESSION NUMBER: 0000950142-03-000485 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030314 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-T/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 GOVERNMENT INCOME TRUST CENTRAL INDEX KEY: 0000857264 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043089272 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78662 FILM NUMBER: 03603204 BUSINESS ADDRESS: STREET 1: 470 ATLANTIC AVE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6174232233 MAIL ADDRESS: STREET 1: 470 STREET 2: ATLANTIC AVE CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT INCOME TRUST DATE OF NAME CHANGE: 19900209 SC TO-T/A 1 gitscto-ta8.txt AMENDMENT NO. 8 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________ SCHEDULE TO-T/A TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 8) KRUPP GOVERNMENT INCOME TRUST (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)) __________________ SHARES OF BENEFICIAL INTEREST (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** ---------------------- ---------------------- $16,720,271.55 $3,344.05 * For purposes of calculating the filing fee only. This calculation assumes the exchange of 4,515,941 shares of beneficial interest of Krupp Government Income Trust for 668,810.86 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 $3,344.05 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: [X] THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1. [_] 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. 8 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 4,515,941 shares of beneficial interest of Krupp Government Income Trust, a Massachusetts business trust (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)(17) Press Release, dated March 14, 2003. (a)(18) Prospectus Supplement, dated March 14, 2003. 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 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. *(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. (a) (17)Press Release, dated March 14, 2003. (a) (18)Prospectus Supplement, dated March 14, 2003. (b) Not applicable. *(d) (1) Waiver and Standstill Agreement, dated as of August 22, 2002, by and among Krupp Government Income Trust, Krupp Government Income Trust II, Berkshire Income Realty, Inc. and Berkshire Income Realty-OP, L.P. (incorporated herein by reference to Exhibit 10.10 of the Form S-11). 5 *(d) (2) Form of Amended and Restated Voting Agreement, by and among Krupp Government Income Trust, Krupp Government Income Trust II and Berkshire Income Realty, Inc. (incorporated herein by reference to Exhibit 10.12 of the Form S-11). *(d) (3) Amendment to Waiver and Standstill Agreement, dated March 5, 2003. *(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. 6 EX-99 4 exhibita17.txt EXHIBIT (A)(17) EXHIBIT (a)(17) --------------- BERKSHIRE INCOME REALTY AMENDS EXCHANGE OFFERS AND EXTENDS EXPIRATION DATE BOSTON, MASSACHUSETTS - - March 24, 2003 - - Berkshire Income Realty, Inc. today announced that it has amended the terms of its exchange offers and is now seeking up to 4,708,974 interests in Krupp Government Income Trust (GIT), up to 5,742,802 interests in Krupp Government Income Trust II (GIT II), up to 3,501,460 interests in Krupp Insured Mortgage Limited Partnership (KIM), up to 2,766,307 interests in Krupp Insured Plus Limited Partnership (KIP), up to 3,370,614 interests in Krupp Insured Plus II Limited Partnership (KIP II) and up to 3,452,096 interests in Krupp Insured Plus III Limited Partnership (KIP III). These changes to the offers are being made because Berkshire Income Realty has received or expects to receive tenders of interests that are in excess of the number of interests it had been seeking in three of its six exchange offers. In connection with these changes, the Company also announced that the expiration date for its exchange offers has been extended to 5:00 p.m., New York City time, on April 2, 2003. The Company does not expect to further extend the expiration date. 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 remain in effect. As of the close of business on March 13, 2003, Berkshire Income Realty had received tenders of approximately 3,841,766 interests in GIT, 4,726,262 interests in GIT II, 2,971,587 interests in KIM, 2,401,791 interests in KIP, 2,990,570 interests in KIP II and 2,871,897 interests in KIP III. As of such date, sufficient interests had been tendered so that more than 1,000,000 shares of Berkshire Income Realty's 9% Series A Preferred Stock 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 exchange offers. 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 mortgage 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 mortgage 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 mortgage 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 mortgage 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 Berkshire Income Realty, Inc. or the mortgage 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 filings by Berkshire Income Realty, Inc. and the mortgage funds 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-4 5 exhibita18.txt EXHIBIT (A)(18) EXHIBIT (a)(18) --------------- PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS, DATED JANUARY 9, 2003) BERKSHIRE INCOME REALTY, INC. EXCHANGE OFFERS FOR A TOTAL OF UP TO 3,010,941 SHARES OF ITS 9% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK ------------------------------------------ This prospectus supplement no. 2 amends the terms of the exchange offers contained in the prospectus, dated January 9, 2003, as supplemented by prospectus supplement no. 1, dated February 27, 2003. Except as described below, the terms and conditions of the exchange offers set forth in the prospectus (as previously supplemented) remain in effect. Capitalized terms used in this prospectus supplement no. 2 have the meanings given them in the prospectus. ------------------------------------------ QUESTIONS AND ANSWERS ABOUT CHANGES BEING MADE TO THE OFFERS WHAT CHANGES ARE BEING MADE TO THE OFFERS? We are changing the number of Interests in each mortgage fund that we are seeking in our offers. Specifically, we are increasing the number of Interests we are seeking in Krupp Government Income Trust (GIT), Krupp Government Income Trust II (GIT II) and Krupp Insured Plus Limited Partnership (KIP), and decreasing the number of Interests we are seeking in Krupp Insured Mortgage Limited Partnership (KIM), Krupp Insured Plus II Limited Partnership (KIP II) and Krupp Insured Plus III Limited Partnership (KIP III). WHY ARE YOU MAKING THESE CHANGES? We were previously offering to exchange Preferred Shares for up to approximately 30% of the outstanding Interests in each of the mortgage funds. So far, we have received or expect to receive more than 30% of the Interests in some of the mortgage funds but less than 30% of the Interests in the other mortgage funds. Because we want to be able to accept all of the Interests that have been tendered, we are changing the number of Interests of each mortgage fund that we are seeking to exchange for our Preferred Shares. HOW DO THESE CHANGES AFFECT ME? These changes mean that we will likely not have to apply our proration procedures to the offers. If that is the case, we will be able to accept all of the Interests validly tendered by you. IF I HAVE ALREADY TENDERED MY INTERESTS, DO I HAVE TO DO ANYTHING ABOUT THESE CHANGES? No. You do not have to take any action in response to these changes. These changes should have no effect on any valid tender of your Interests that you have previously made to us. IF I HAVEN'T TENDERED MY INTERESTS YET, CAN I STILL DO SO? Yes. You can still exchange your Interests for our Preferred Shares by completing the Letter of Transmittal that was sent to you with the prospectus. If you need another copy of the Letter of Transmittal, you can get one by calling us at 1-800-255-7877 or by downloading one from our website at www.kruppfunds.com. DID YOU EXPECT YOU WOULD BE MAKING THESE CHANGES WHEN YOU COMMENCED THE OFFERS? Yes. We anticipated that we might make these changes, and described them in our prospectus. ARE YOU MAKING ANY OTHER CHANGES TO THE OFFERS? We are also extending the expiration date of our offers to April 2, 2003. Because we are changing the number of Interests in each mortgage fund that we are seeking in our offers, we are required to also extend the expiration date of our offers. DO YOU EXPECT TO EXTEND THE EXPIRATION DATE OF THE OFFERS AGAIN? No. We do not expect to further extend the expiration date (although unforeseen circumstances may require that we do so). WHEN CAN I EXPECT TO RECEIVE A CONFIRMATION THAT THE TENDER OF MY INTERESTS HAS BEEN ACCEPTED BY YOU? If we complete the offers, our transfer agent anticipates that it will begin mailing confirmations of acceptances shortly after completion. We currently expect mailing of these confirmations to begin on or about April 7, 2003. WHEN DO YOU EXPECT THE PREFERRED SHARES TO BEGIN TRADING ON THE AMEX? If we complete the offers as planned, we expect the Preferred Shares to begin trading on the AMEX on or about the second week of April 2003. ------------------------------------------ 2 INFORMATION ABOUT CHANGES BEING MADE TO THE OFFERS 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 0.1120 Preferred Share for each Interest in GIT in KIP 0.2500 Preferred Share for each Interest 0.0420 Preferred Share for each Interest in GIT II in KIP II 0.0750 Preferred Share for each Interest 0.0717 Preferred Share for each Interest in KIM in KIP III
This prospectus supplement contains important information about changes we are making to our offers. Please read this prospectus supplement carefully. AMENDMENT OF PERCENTAGES SOUGHT. We have changed the number of Interests of each mortgage fund that we are seeking to exchange for our Preferred Shares. The new amounts are as follows:
o Up to 4,708,974 Interests in GIT, o Up to 2,766,307 Interests in KIP, representing approximately 31% of representing approximately 37% of the the Interests in that mortgage fund. Interests in that mortgage fund. o Up to 5,742,802 Interests in GIT II, o Up to 3,370,614 Interests in KIP II, representing approximately 31% of representing approximately 23% of the the Interests in that mortgage fund. Interests in that mortgage fund. o Up to 3,501,460 Interests in KIM, o Up to 3,452,096 Interests in KIP III, representing approximately 23% of representing approximately 27% of the the Interests in that mortgage fund. Interests in that mortgage fund.
EXTENSION OF EXPIRATION DATE. The expiration date of our offers has been extended to 5:00 p.m., New York City time, on April 2, 2003, unless further extended. We will announce any further extension by press release no later than 9:00 a.m., New York City time, on the day following the previously scheduled expiration date. We currently do not expect to further extend the expiration date for our offers, although we reserve the right to do so. During this extension, all Interests previously tendered by you will remain subject to our offers, unless properly withdrawn by you in accordance with the procedures described in the prospectus. TENDERS. As of the close of business on March 13, 2003, we had received the following tenders of Interests pursuant to the offers: 3,841,766 Interests in GIT 2,401,791 Interests in KIP 4,726,262 Interests in GIT II 2,990,570 Interests in KIP II 2,971,587 Interests in KIM 2,871,897 Interests in KIP III 3 As of the close of business on March 13, 2003, sufficient Interests had been tendered so that more than 1,000,000 Preferred Shares would be issued in exchange for Interests, thereby satisfying, as of such date, the minimum tender condition referred to in the prospectus. WHERE YOU CAN FIND ADDITIONAL INFORMATION. We and each of the mortgage funds are subject to the informational requirements of the Securities Exchange Act of 1934, and as such are required to file reports and other information with the SEC, including annual reports on Form 10-K which we and each of the mortgage funds are required to file not later than March 31, 2003. These reports will contain updated information from the information contained in the prospectus. Reports and other information filed by us or the mortgage funds with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC, at that address, at prescribed rates. You may also access the above information electronically on the SEC's website, which contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC's website is www.sec.gov. ------------------------------------------- The date of this prospectus supplement no. 2 is March 14, 2003 ------------------------------------------- 4 -----END PRIVACY-ENHANCED MESSAGE-----