Berkshire Income Realty, Inc., et al. – ‘SC TO-I’ on 1/10/03 re: Krupp Insured Plus Ltd Partnership

On:  Friday, 1/10/03, at 10:58am ET   ·   Accession #:  950142-3-42   ·   File #:  5-78665

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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 

SC TO-I   —   Krupp Insured Plus Limited Partnership
Document Table of Contents

SC TO-I
1st Page of 8
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

 SCHEDULE TO

 TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

KRUPP INSURED PLUS 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**   
----------------------                     ----------------------   
$6,300,084.00                                $1,260.02    

SC TO-I
2nd Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 2nd
*    For purposes of calculating the filing fee only. This calculation assumes  
   the exchange of 2,250,030 units of depositary receipts representing units
    of limited partner interests of Krupp Insured Plus Limited Partnership for
252,003.36 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 $1,260.02 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 

SC TO-I
3rd Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 3rd
         This Tender Offer Statement on Schedule TO (the "Schedule TO") is filed
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 2,250,030 units of  
depositary receipts representing units of limited partner interests of Krupp    
Insured Plus 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 herein as Exhibits (a)(1) and (a)(2) (which, together 
with any amendments or supplements thereto, collectively constitute the         
"Offer").                                                                       

ITEMS 1 TO 11.                                                                  

  The information set forth in the Offer is incorporated herein by
reference in answer to Items 1-11 of this Schedule TO, as supplemented below.   

ITEM 3.  IDENTITY AND BACKGROUND OF FILING PERSON.                              

(a)      The filing persons are:                              

        Berkshire Income Realty, Inc., a Maryland corporation ("BIR"), and the
address of its principal executive office is One Beacon Street, Suite 1500,     
Boston, Massachusetts 02108. BIR's telephone number is (617) 523-7722.          

         The directors and executive officers of BIR are: George D. Krupp; David
C. Quade; Randolph G. Hawthorne; Robert M. Kaufman; Richard B. Peiser; Frank    
Apeseche; Wayne H. Zarozny; Christopher M. Nichols; and Scott D. Spelfogel. Each
can be reached at BIR's address and telephone number set forth above.           

   BIR's sole stockholder is KRF Company, L.L.C., a Delaware limited
liability company ("KRF"), and the address of its principal executive office and
its telephone number are the same as BIR's, as set forth above.                 

    The executive officers of KRF are: Douglas Krupp; George D. Krupp;
Frank Apeseche; David C. Quade; Wayne H. Zarozny; Claire Umanzio; Scott D.      
Spelfogel; and Mary Beth Bloom. Each can be reached at BIR's address and        
telephone number set forth above.                                               

   KRF's sole member is the Krupp Family Limited Partnership - 94, a
Massachusetts limited partnership ("KFLP"), and the address of its principal    
executive office and its telephone number are the same as BIR's, as set forth   
above.                                                                          

      KFLP's general partners are: George D. Krupp and Douglas Krupp. Each
can be reached at BIR's address and telephone number set forth above.           

    KFLP's limited partners are: The George Krupp 1980 Family Trust, a
Massachusetts trust, and the Douglas Krupp 1980 Family Trust, a Massachusetts   
trust (collectively, the "Trusts"). Each can be reached at BIR's address and    
telephone numbers set forth above.                                              

3 

SC TO-I
4th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 4th
        The trustees of The George Krupp 1980 Family Trust are: Paul Krupp and
Lawrence I. Silverstein. The trustees of the Douglas Krupp 1980 Family Trust    
are: Paul Krupp, Lawrence I. Silverstein and Vincent O'Reilly. Each can be      
reached at BIR's address and telephone number set forth above.                  

         As described in the Offer, each of BIR, KRF and KFLP is an affiliate of
the Company.                                                                    

    (b)      BIR is a newly formed company whose principal business is
expected to be acquiring, owning and operating multi-family residential real    
properties. The information set forth under "Business and Properties" in the    
Offer is incorporated herein by reference. KRF's principal business is to act as
the sole member of entities that acquire real estate related investments. KFLP's
principal business is to make financial related investments. The Trusts were    
formed for estate planning purposes.                                            

       None of BIR, KRF, KFLP or the Trusts has been convicted in a criminal
proceeding in the past five years (excluding traffic violations or similar      
misdemeanors).                                                                  

       None of BIR, KRF, KFLP or the Trusts has been a party to any judicial
or administrative proceeding during the past five years (except for matters that
were dismissed without sanction or settlement) that resulted in a judgment,     
decree or final order enjoining it from future violations of, or prohibiting    
activities subject to, federal or state securities laws, or a finding of any    
violation of federal or state securities laws.                                  

       (c)      Douglas Krupp co-founded and serves as Co-Chairman and Chief
Executive Officer of The Berkshire Group, an integrated real estate financial   
services firm engaged in real estate acquisitions, property management,         
investment sponsorship, venture capital investing, mortgage banking, financial  
management and ownership of two operating companies through private equity      
investments. Mr. Krupp has held the position of Co-Chairman since The Berkshire 
Group was established as The Krupp Companies in 1969 and he has served as the   
Chief Executive Officer since 1992. Mr. Krupp presently serves as President,    
Chairman of the Board and Trustee for Krupp Government Income Trust and Krupp   
Government Income Trust II. He is also currently a regional board member for the
Anti-Defamation League. Mr. Krupp is a graduate of Bryant College where he      
received an honorary Doctor of Science in Business Administration in 1989.      

         Paul Krupp has been the President of Eastern Property
Association since 1973, whose address is 85 Devonshire Street, Suite 300,       
Boston, Massachusetts, 02109.                                                   

                 Mary Beth Bloom has been the Assistant General Counsel to The
Berkshire Group since August 2000, whose address is the same as BIR's set forth 
above. Before joining The Berkshire Group in 2000, Ms. Bloom was an attorney    
with John Hancock Financial Services, whose address is 200 Clarendon Street,    
Boston, Massachusetts, 02117. Ms. Bloom holds a Bachelor of Arts degree from the
College of Holy Cross and a Juris Doctor degree from New England School of Law. 
She is admitted to the bar in Massachusetts and New York.                       

4 

SC TO-I
5th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 5th
         Claire Umanzio has been the Vice President of the tax
department at The Berkshire Group since 1993, whose address is the same as BIR's
set forth above.                                                                

                  Vincent O'Reilly has been the Distinguished Senior Lecturer of
the Carroll Graduate School of Management of Boston College since 1997, whose   
address is 140 Commonwealth Avenue, Chestnut Hill, Massachusetts, 02467.        

                 Lawrence I. Silverstein has been a partner in the real estate
group at Bingham McCutchen LLP (formerly Bingham Dana LLP) since 1980, whose    
address is 150 Federal Street, Boston, Massachusetts, 02110.                    

The information set forth under "Management" in the Offer is  
incorporated herein by reference.                                               

       None of the individuals listed above has been convicted in a criminal
proceeding in the past five years (excluding traffic violations or similar      
misdemeanors).                                                                  

       None of the individuals listed above has been a party to any judicial
or administrative proceeding during the past five years (except for matters that
were dismissed without sanction or settlement) that resulted in judgment, decree
or final order enjoining him or her from future violations of, or prohibiting   
activities subject to, federal or state securities laws, or a finding of any    
violation of federal or state securities laws.                                  

         Each of the individuals listed above is a citizen of the United States.

(d)     Not applicable.                                     

ITEM 12. EXHIBITS.                                                              

(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.              

(b)  Not applicable.                                                            

(d)  Not applicable.                                                            

(g)  Not applicable.                                                            

5 

SC TO-I
6th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 6th
(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).                                                    

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.                                

Not applicable.                                               

6 

SC TO-I
7th Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 7th
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:  January 10, 2003                                                        

7 

SC TO-I
Last Page of 8
TOC
1st
Previous
Next
↓Bottom
Just 8th
 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.              

(b)  Not applicable.                                                            

(d)  Not applicable.                                                            

(g)  Not applicable.                                                            

(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).                                                    

8 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-I’ Filing		Date		First		Last			Other Filings
Filed on:		1/10/03		2		8			SC 14D9,  SC TO-I,  SC TO-T
		1/9/03		3		8
		8/22/02		2					S-11
									List all Filings