Krupp Insured Plus Ltd Partnership – ‘SC 14D9’ on 1/10/03 re: Krupp Insured Plus Ltd Partnership

On:  Friday, 1/10/03, at 1:16pm ET   ·   Accession #:  1047469-3-1006   ·   File #:  5-78665

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Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9     Tender-Offer Solicitation/Recommendation Statement     5     26K 
 2: EX-99.(E)(1)  Miscellaneous Exhibit                               58    227K 

SC 14D9   —   Tender-Offer Solicitation/Recommendation Statement
Document Table of Contents

SC 14D9
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

SCHEDULE 14D-9
(RULE 14D-101)

Solicitation/Recommendation Statement 
Under Section 14(d)(4) of the 
Securities Exchange Act of 1934 

KRUPP INSURED PLUS LIMITED PARTNERSHIP
(Name of Subject Company) 

KRUPP INSURED PLUS LIMITED PARTNERSHIP
(Name of Person Filing Statement) 

DEPOSITARY RECEIPTS 
(Title of Class of Securities)

NONE
(CUSIP Number of Class of Securities) 

SCOTT D. SPELFOGEL, ESQ.
GENERAL COUNSEL 
THE KRUPP CORPORATION 
ONE BEACON STREET, SUITE 1500 
BOSTON, MASSACHUSETTS 02108 
(617) 523-7722
(Name, Address and Telephone Number of Person 
Authorized to Receive Notice and Communications 
on Behalf of the Person(s) Filing Statement)

Copy 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

/ /  Check this box if the filing relates solely to preliminary communications  
made before the commencement of a tender offer.                         

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ITEM 1. SUBJECT COMPANY INFORMATION.                                            

    The name of the subject company is Krupp Insured Plus Limited Partnership, a
Massachusetts limited partnership (the "PARTNERSHIP"), and the address and      
telephone number of its principal executive offices are One Beacon Street, Suite
1500, Boston, Massachusetts 02108, (617) 523-7722.                              

The title of the class of equity securities to which this               
Solicitation/Recommendation Statement on Schedule 14D-9 (the "STATEMENT")       
relates is Depositary Receipts ("DEPOSITARY RECEIPTS") representing the         
Partnership's Units of Limited Partner Interests ("UNITS"). The number of       
Depositary Receipts outstanding as of December 31, 2002 was 7,500,099.          

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.                               

    The name, business address and business telephone number of the Partnership,
which is the person filing this Statement as well as the subject company, are   
set forth in Item 1 above. The general partners responsible for management of   
the Partnership's business are The Krupp Corporation, a Massachusetts           
corporation, and The Krupp Company Limited Partnership-IV, a Massachusetts      
limited partnership (together, the "GENERAL PARTNERS").                         

This Statement relates to an offer by Berkshire Income Realty, Inc., a  
Maryland corporation (the "OFFEROR"), to purchase, among other things, up to    
2,250,030 of the issued and outstanding Depositary Receipts representing Units  
in exchange for the Offeror's 9% Series A Cumulative Redeemable Preferred Stock 
(the "OFFEROR PREFERRED STOCK"), upon the terms and subject to the conditions   
set forth in the Prospectus, dated January 9, 2003, relating to the Offeror     
Preferred Stock (as the same may be amended or supplemented, the "PROSPECTUS")  
and the related Letter of Transmittal (which collectively with the Prospectus   
constitute the "OFFER"). The Offer is described in a Tender Offer Statement on  
Schedule TO, dated January 10, 2003 (the "SCHEDULE TO"), which was filed with   
the Securities and Exchange Commission on January 10, 2003.                     

The address of the Offeror is One Beacon Street, Suite 1500, Boston,    
Massachusetts 02108.                                                            

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.               

  Except as described or referred to in this Item 3, there exist on the date
hereof no material agreements, arrangements or understandings or any material   
actual or potential conflicts of interest between the General Partners or their 
affiliates and either (1) the Partnership, its executive officers, directors or 
affiliates or (2) the Offeror, its executive officers, directors or affiliates. 

The information under "Certain Relationships and Related Transactions," 
"Compensation Payable to Our Affiliates" and "Conflicts of Interest--Conflicts  
Relating to the Offers," and the information relating to the Partnership under  
"Compensation and Distributions by Mortgage Funds," in each case, contained in  
the Prospectus (a copy of which is filed as Exhibit (e)(2) hereto), is          
incorporated herein by reference in partial response to the information required
under this Item 3.                                                              

Pursuant to the Amended Agreement of Limited Partnership, dated as of   
June 27, 1986 (the "PARTNERSHIP AGREEMENT"), a copy of which is filed as        
Exhibit (e)(1) hereto and is incorporated herein by reference, the General      
Partners and Krupp Depositary Corporation (the "CORPORATE LIMITED PARTNER"),    
each of which entities is an affiliate of the Offeror and certain of the        
Offeror's executive officers and directors, are entitled to receive certain cash
distributions in respect of their interests in the Partnership. Under the       
Partnership Agreement, the General Partners also are entitled to receive annual 
fees for managing the affairs of the Partnership equal to 0.75% of the value of 
the Partnership's Total Invested Assets (as defined in the Partnership          
Agreement). The General Partners and their affiliates also are entitled to be   
reimbursed for certain expenses incurred by them in connection with the         
operation of the Partnership.                                                   

  Aggregate distributions and compensation paid to the General Partners, the
Corporate Limited Partner and their respective affiliates under the Partnership 
Agreement during each of the three years ended December 31, 2002 is described in
the Prospectus (a copy of which is filed as Exhibit (e)(2)                      

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hereto) under "Compensation and Distributions by Mortgage Funds," and is        
incorporated herein by reference.                                               

  Under the Partnership Agreement, the General Partners also are entitled to
receive an annual incentive fee for managing the affairs of the Partnership in  
an amount equal to 0.3% of the Partnership's Total Invested Assets, however,    
payment of such fee is subordinated to the extent necessary for the limited     
partners to receive an amount for such year equal to a 10% non-cumulative annual
return on their Invested Capital. No such incentive management fees were paid to
the General Partners or their affiliates with respect to the three-year period  
ended December 31, 2002.                                                        

The General Partners are affiliates of the Offeror. As such, the General
Partners are subject to conflicts of interest in connection with their response 
to the Offer contained in Item 4 of this Statement.                             

ITEM 4. THE SOLICITATION OR RECOMMENDATION.                                     

    (a) The persons that beneficially own and control the ownership interests in
the General Partners also beneficially own and control the ownership interests  
in the Offeror. As a result of this affiliation, the General Partners are       
subject to conflicts of interest in connection with the Offer. Accordingly, the 
General Partners are expressing no opinion and are remaining neutral with       
respect to the Offer.                                                           

   Although the General Partners are not expressing an opinion with respect to
the Offer, the General Partners believe that holders of Units should be aware of
the following in making their own decision as to whether to accept or reject the
Offer.                                                                          

 As described in the Prospectus, the Offeror Preferred Stock has an annual
distribution rate of 9%, and is expected to be listed on the AMEX. However, as  
described in the Prospectus under the "Risk Factors" section beginning on page  
18, there are different and potentially greater risks associated with the       
Offeror Preferred Stock than those associated with the Units. Certain Unit      
holders may find that such risks are acceptable when weighed against their      
desire to own a security that entitles them to receive quarterly cash           
distributions at an annual rate of 9%. Other Unit holders may desire to exchange
their Units, which are relatively illiquid, for a security that is expected to  
be listed on the AMEX. Still other Unit holders who may prefer not to exchange  
their investment for one with potentially greater risks (including those        
highlighted in the Prospectus), or who do not seek the opportunity to have      
greater liquidity, may prefer to continue to retain their investment in the     
Partnership. Each holder should consider his or her own motivation in           
determining whether to accept or reject the Offer.                              

(b) To the knowledge of the General Partners, other than the Corporate  
Limited Partner, which owns 100 Units, no executive officer, director, affiliate
or subsidiary of the Partnership owns any Units. To the knowledge of the General
Partners, the Corporate Limited Partner does not intend to tender its Units into
the Offer.                                                                      

ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.                 

 Neither the Partnership nor any person acting on its behalf has employed,
retained or compensated, or intends to employ, retain or compensate, any person 
to make solicitations or recommendations to Unit holders on its behalf          
concerning the Offer.                                                           

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                          

Neither the Partnership nor the General Partners have effected any      
transactions in the Units during the past 60 days. The General Partners are not 
aware of any transactions in the Units during the past 60 days by any of its    
executive officers, directors, affiliates or subsidiaries.                      

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ITEM 7. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.                      

No negotiation is being undertaken or is underway by the Partnership in 
response to the Offer that relates to or would result in, and no transaction,   
board resolution, agreement in principle or signed contract has been entered    
into in response to the Offer that relates to: (1) a tender offer or other      
acquisition of securities by or of the Partnership or any other person; (2) an  
extraordinary transaction, such as a merger, reorganization or liquidation,     
involving the Partnership; (3) a purchase, sale or transfer of a material amount
of assets of the Partnership; or (4) any material change in the present dividend
rate or policy, or indebtedness or capitalization of the Partnership.           

ITEM 8. ADDITIONAL INFORMATION.                                                 

  The information contained in the Prospectus filed as Exhibit (e)(2) hereto
is incorporated herein by reference in response to the information required     
under this Item 8.                                                              

ITEM 9. EXHIBITS.                                                               

                                                                [Download Table]

     EXHIBIT NO.                               DESCRIPTION                         
---------------------  ------------------------------------------------------------
                                                                                   
       (e)(1)          Amended Agreement of Limited Partnership, dated as of June  
                       27, 1986 (the "PARTNERSHIP AGREEMENT"), by and among The    
                       Krupp Corporation and The Krupp Company Limited             
                       Partnership-IV, as general partners, Krupp Depositary       
                       Corporation, as the Corporate Limited Partner, and those    
                       persons who have been admitted to the Partnership as        
                       Investor Limited Partners pursuant to the terms of the      
                       Partnership Agreement.                                      

       (e)(2)          Prospectus, dated January 9, 2003, relating to the 9% Series
                       A Cumulative Redeemable Preferred Stock of Berkshire Income 
                       Realty, Inc. (the "OFFEROR"), which is incorporated by      
                       reference to the Schedule TO filed by the Offeror on        
                       January 10, 2003.                                           

SIGNATURE 

    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.      

Dated: January 10, 2003                                                         

                                                                [Download Table]
                                                  
KRUPP INSURED PLUS LIMITED PARTNERSHIP            

By:  The Krupp Corporation, a general partner     

By:  /s/ ROBERT A. BARROWS                        
     ---------------------------------------------
     Name:  Robert A. Barrows                     
     Title: SENIOR VICE PRESIDENT                 

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EXHIBIT INDEX 

                                                                [Download Table]

       EXHIBIT                                 DESCRIPTION                         
---------------------  ------------------------------------------------------------
                                                                                   
       (e)(1)          Amended Agreement of Limited Partnership, dated as of       
                       June 27, 1986 (the "PARTNERSHIP AGREEMENT"), by and among   
                       The Krupp Corporation and The Krupp Company Limited         
                       Partnership-IV, as general partners, Krupp Depositary       
                       Corporation, as the Corporate Limited Partner, and those    
                       persons who have been admitted to the Partnership as        
                       Investor Limited Partners pursuant to the terms of the      
                       Partnership Agreement.                                      

       (e)(2)          Prospectus, dated January 9, 2003, relating to the 9%       
                       Series A Cumulative Redeemable Preferred Stock of Berkshire 
                       Income Realty, Inc. (the "OFFEROR"), which is incorporated  
                       by reference to the Schedule TO filed by the Offeror on     
                       January 10, 2003.                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9’ Filing		Date		First		Last			Other Filings
Filed on:		1/10/03		2		5			SC TO-I
		1/9/03		2		5
		12/31/02		2		3			10-K
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