Tender-Offer Statement — Issuer Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-I Krupp Insured Plus Limited Partnership 8 31K
2: EX-20 Other Document or Statement to Security Holders -- 5 27K
exhibita2
3: EX-20 Other Document or Statement to Security Holders -- 2± 10K
exhibita3
4: EX-20 Other Document or Statement to Security Holders -- 6 25K
exhibita4
5: EX-20 Other Document or Statement to Security Holders -- 5± 19K
exhibita5
6: EX-99 Miscellaneous Exhibit -- exhibita6 3 13K
7: EX-99 Miscellaneous Exhibit -- exhibita7 1 7K
EX-20 — Other Document or Statement to Security Holders — exhibita5
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EXHIBIT (a)(5)
Q&A BERKSHIRE INCOME REALTY
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BERKSHIRE INCOME REALTY, INC.
9% Series A Cumulative
Redeemable Preferred Stock
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WHY A PREFERRED STOCK?
You will be entitled to receive a 9% cash dividend, $2.25 annualized,
$0.5625 payable quarterly. The dividend must be paid before any
dividend can be paid on the Company's common stock. Consistent with
Maryland law, dividends may be paid only if the Company has available
funds.
WHAT IF I WANT TO SELL THE PREFERRED STOCK AT A LATER DATE?
The Series A Preferred Stock will be listed on the American Stock
Exchange.
IS THERE A MINIMUM INVESTMENT?
No. However, no shares will be issued unless a minimum of 1,000,000
shares of Series A Preferred Stock are issued by the Company.
AM I REQUIRED TO PARTICIPATE IN THE EXCHANGE OFFER?
No. You have the option to either exchange your Interests for the
Series A Preferred Stock or remain in your current investment.
WHAT WILL HAPPEN IF I DON'T EXCHANGE MY INTERESTS?
Nothing. You will continue to own your Interests in your mortgage fund.
WILL I BE RECEIVING A STOCK CERTIFICATE?
No. Similar to your current mortgage fund Interest, the Series A
Preferred Stock will be issued by book-entry only.
HOW DO I ACCEPT THE OFFER?
After carefully reading the enclosed prospectus, all you need to do is
complete, sign and return the letter of transmittal accompanying the
prospectus. You do not need to surrender a stock certificate
representing your Interests.
WHO SHOULD I CALL IF I HAVE ADDITIONAL QUESTIONS
REGARDING THIS OFFER?
We will be happy to answer any questions.
Please call us at 1-866-33-KRUPP (1-866-335-7877).
This brochure does not constitute an offer to sell or the solicitation of an
offer to buy the Series A Preferred Stock, nor will there be any sale of the
Series A 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. The information contained in this brochure is
not complete and does not contain all of the information you should consider in
connection with the offer. You should read the entire enclosed prospectus
carefully, including "Risk Factors," before deciding to accept the offer. Some
of the material risks include the fact that:
The offer consideration was determined without arm's-length
negotiations and may not reflect the fair market value of the
Interests.
By tendering their Interests, investors will be changing the nature of
their investment from primarily guaranteed mortgage loans to primarily
uninsured investments in real estate.
If the Company does not have legally available funds, distributions
actually paid on the Series A Preferred Stock may be less than the
stated preferential amount, and distributions received by holders who
retain their Interests could be greater than this stated preferential
amount.
The trading prices of the Series A Preferred Stock may be less than the
value assigned for purposes of determining the offer consideration.
Tendering holders will relinquish their right to share in future
appreciation, if any, in the value of the mortgage funds' assets. Only
holders who retain their Interests and KRF Company, the Company's sole
common stockholder, will be able to share in this future appreciation.
The Company's advisor and some of its directors are subject to
conflicts of interest as a result of the affiliate with The Berkshire
Group.
Because the persons who control us also are affiliated with the
mortgage funds, there are conflicts of interest associated with the
making of the offers.
Tendering holders may not necessarily receive a return that is
proportional to the relative value of their interests as compared to
the investment of our affiliates.
The Company has no operating history or established financing sources.
Holders of the Series A Preferred Stock will have limited voting
rights.
The exchange will generally be a taxable event for federal income tax
purposes that may result in gain to tendering holders.
There may be adverse tax consequences if the Company fails to qualify
as a REIT.
BERKSHIRE INCOME REALTY
ONE BEACON STREET
BOSTON, MA 02108
1-866-33-KRUPP (1-866-335-7877)
[GRAPHIC OMITTED]
[BERKSHIRE INCOME REALTY]
BERKSHIRE INCOME
YOUR CURRENT INVESTMENT
You currently own an Interest in one of the six mortgage funds
sponsored by the Krupp Funds Group. Your mortgage fund is not permitted
to reinvest the funds it receives from repayments of its mortgage loan
assets, but instead must distribute the net cash proceeds attributable
to these repayments to the fund investors. As anticipated, the mortgage
funds have experienced significant payoffs of their mortgage loan
assets. This has resulted in ever-decreasing levels of regular
distributions by the mortgage funds.
THE EXCHANGE OFFER
We, Berkshire Income Realty, Inc., an affiliate of the Krupp Funds
Group, are offering you the opportunity to exchange the Interests in
your mortgage fund for our shares of 9% Series A Cumulative Redeemable
Preferred Stock, which is expected to be listed on the American Stock
Exchange under the symbol "BIR." The terms of this exchange offer are
described in the enclosed prospectus.
We are a newly formed company whose objective is to acquire, own and
operate multi-family residential properties. We intend to operate our
business to qualify as a real estate investment trust (a REIT).
By making this offer, we are seeking to provide you with an opportunity
to exchange all or part of your Interests for a preferred security in a
newly organized REIT. This preferred security will be issued by us, a
company having substantially different assets and different objectives
and a substantially different ownership structure from your mortgage
fund, and will have substantially different dividend and liquidation
rights and trading liquidity from your Interests.
You will not be required to pay any commissions or transfer fees in
connection with the exchange of your Interests for the Series A
Preferred Stock.
We are not seeking to exchange our Series A Preferred Stock for all of
the outstanding interests in your mortgage fund. The number of
interests we are seeking, and the number of shares of Series A
Preferred Stock we are offering to exchange for those interests, are
described in the enclosed prospectus.
Unless extended, this offer will expire on the expiration date set
forth in the enclosed prospectus. We may extend the expiration date at
our option, by issuing a press release not later than 9:00 a.m., New
York City time, on the day after the day on which the offer was
previously scheduled to expire.
--------------------------------------------------------------------------------
INVESTMENT HIGHLIGHTS
9% RATE 9% annual preferred return
LIQUIDITY To be listed on the American Stock Exchange
SENIOR POSITION Dividends must be paid on the Series A Preferred
Stock before any dividends may be paid on the
Company's common stock
NO TRANSACTION COST No commission or transfer fees
------------------------------------------------------------
THE INVESTMENT
THE COMPANY Berkshire Income Realty, Inc., a new REIT that
will own multi-family residential properties
OBJECTIVE OF COMPANY To acquire, improve and operate quality
apartment communities
EXPERIENCED MANAGEMENT Affiliated with The Berkshire Group, which has
over $1.1 billion of real estate assets
currently under management
------------------------------------------------------------
WHY YOU SHOULD INVEST
9% RATE 9% annual preferred return, payable quarterly
LIQUIDITY To be listed on the American Stock Exchange
CALL PROTECTION Non-callable until February 15, 2010 (7 years)
(unless unanticipated regulatory related changes
occur)
SIMPLE SIGN-UP Read the prospectus carefully. Then just
complete, sign and return the Letter of
Transmittal
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[GRAPHIC OMITTED] [GRAPHIC OMITTED]
[PHOTOGRAPH - CENTURY APARTMENTS [PHOTOGRAPH - THE SEASONS
COCKEYSVILLE, MD] LAUREL, MD]
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
[PHOTOGRAPH - DORSEYS FORGE [PHOTOGRAPH - WALDEN POND
COLUMBIA, MD] HOUSTON, TX]
[GRAPHIC OMITTED]
[PHOTOGRAPH - HANNIBAL GROVE
COLUMBIA, MD]
EASE OF ACCEPTING OFFER
Sign Letter of Transmittal and send back to us.
No stock certificate needed.
No commissions or transfer fees.
All shares held in book entry.
You may obtain additional copies of the prospectus and letter of transmittal, at
our expense, by calling us at 1-866-33-KRUPP (1-866-335-7877).
Dates Referenced Herein and Documents Incorporated by Reference
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