-----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, ESxD09JC81xcggFFSLbIn1kCqpwHn77y0V8J/zQMm014q14gum8OaXmxSr+AUePm kccC+RHu4myyvRDR0b7nLQ== 0000914121-98-000569.txt : 19980803 0000914121-98-000569.hdr.sgml : 19980803 ACCESSION NUMBER: 0000914121-98-000569 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980721 FILED AS OF DATE: 19980730 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE REALTY CO INC /DE CENTRAL INDEX KEY: 0000869446 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043086485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: SEC FILE NUMBER: 001-10660 FILM NUMBER: 98674368 BUSINESS ADDRESS: STREET 1: 470 ATLANTIC AVE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6174232233 MAIL ADDRESS: STREET 1: 470 ATLANTIC AVE CITY: BOSTON STATE: MA ZIP: 02210 COMPANY DATA: COMPANY CONFORMED NAME: KAPLAN JEFFREY M CENTRAL INDEX KEY: 0001058792 STANDARD INDUSTRIAL CLASSIFICATION: [] OWNER FILING VALUES: FORM TYPE: 3 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 9729340100 3 1 FORM 3 - -------------------------------------------------------------------------------- FORM 3 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 - ------------------------------------- OMB Approval - ------------------------------------- OMB Number: 3235-0104 Expires: September 30, 1998 Estimated average burden hours per response.........0.5 - ------------------------------------- - -------------------------------------------------------------------------------- (Print or Type Responses) 1. Name and Address of Reporting Person* Kaplan Jeffrey M. ---------------------------------------------------------------- (Last) (First) (Middle) 599 Lexington Avenue, Suite 3800 ---------------------------------------------------------------- (Street) New York New York 10022 ---------------------------------------------------------------- (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) 07/21/98(1) 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Issuer name and Ticker or Trading Symbol Berkshire Realty Company, Inc. - BRI 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) -- Director X 10% Owner -- Officer (give title below) -- Other (specify below) 6. If Amendment, Date of Original (Month/Day/Year) 7. Individual or Joint/Group Filing (Check applicable Line) |X| Form Filed by One Reporting Person | | Form Filed by More than One Reporting Person Table I Non-Derivative Securities Beneficially Owned 1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect (Instr. 4) Securities Form: Direct Beneficial Beneficially (D) or Indirect Ownership Owned (I) (Instr. 5) (Instr. 5) (Instr. 4) Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. *If the form is filed by more than one reporting person, see Instruction 5(b)(v).
Table II-- Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. Date Exer- 3. Title and Amount of 4. Conver- 5. Owner- 6. Nature of Derivative cisable and Securities Underlying sion or ship Form Indirect Security Expiration Derivative Security Exercise of Deriv- Beneficial (Instr. 4) Date (Instr. 4) Price of ative Ownership (Month/Day/Year) Deri- Security: (Instr. 5) vative Direct (D) or Security Indirect (I) (Instr. 5)
Date Expira- Title Amount or Exer- tion Number of cisable Date Shares Series A 09/19/98 None Common Stock, 4,850,640 $12.04 I (3) (3) Convertible par value (2) (3) per share Preferred Stock $0.01 per share
Explanation of Responses (1) - (3): See Attachment A **Intentional mistatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure **Signature of Reporting Person /s/ Jeffrey M. Kaplan - --------------------- Date: 07/21/98 FORM 3 (continued) Name and Address of Reporting Person: Jeffrey M. Kaplan 599 Lexington Avenue, Suite 3800 New York, New York 10022 Date of Event Requiring Statement: 7/21/98 Issuer Name and Ticker Symbol: Berkshire Realty Company, Inc. -- BRI Attachment A (1) The derivative security covered by this Form 3 is exercisable on and from September 19, 1998. The reporting person may be deemed, pursuant to Rule 13d-3(d)(1)(i)(B) under the Act, to be the beneficial owner of the underlying security 60 days prior to such date. (2) Westbrook Berkshire Holdings, L.L.C. ("Holdings"), which may be deemed to be an affiliate of the reporting person, is the record owner of shares of the derivative security which are convertible into 4,323,199 shares of the underlying security (the "Holdings Conversion Shares"). Westbrook Berkshire Co-Holdings, L.L.C. ("Co-Holdings"), which may be deemed to be an affiliate of the reporting person, is the record owner of shares of the derivative security which are convertible into 527,440 shares of the underlying security (the "Co-Holdings Conversion Shares"). The reporting person may be deemed to have the shared power to vote or direct the vote with respect to, and to dispose or direct the disposition of, the Holdings Conversion Shares and the Co-Holdings Conversion Shares. The reporting person expressly states that this filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by the statement. (3) The reporting person is a managing member of Westbrook Real Estate Partners, L.L.C. ("WREP"), which is the sole managing member of Westbrook Real Estate Partners Management II, L.L.C. ("WREM II"), which is the sole general partner of each of Westbrook Real Estate Fund II, L.P. ("WREF II") and Westbrook Real Estate Co-Investment Partnership II, L.P. ("WRECIP II"). Holdings is a wholly-owned subsidiary of WREF II. Co-Holdings is a wholly-owned subsidiary of WRECIP II. WREP may be deemed to have a pecuniary interest ranging from 1% to 20% in the Holdings Conversion Shares and the Co-Holdings Conversion Shares. The reporting person disclaims pecuniary interest in and beneficial ownership of the Holdings Conversion Shares and the Co-Holdings Conversion Shares. -----END PRIVACY-ENHANCED MESSAGE-----