EXHIBIT (a)(2)
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LETTER OF TRANSMITTAL
Relating to
OFFER TO EXCHANGE SHARES OF 9%
SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK OF BERKSHIRE INCOME REALTY, INC.
For Interests In
[NAME OF FUND]
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT, AND THIS LETTER OF TRANSMITTAL
MUST BE RECEIVED BY BERKSHIRE INCOME REALTY, INC. ("BIR") BY, 5:00 P.M., NEW
YORK CITY TIME, ON THURSDAY, FEBRUARY 20, 2003, UNLESS THE OFFER IS EXTENDED.
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(Please see Instructions on Back Cover)
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[Investor Name]
[Address]
If you tender and BIR accepts all your Interests, you will be entitled
to receive ___ shares of BIR's 9% Series A Cumulative Redeemable Preferred Stock
(the "Preferred Shares") plus _______ in cash. Each Interest accepted by BIR
entitles you to ___ Preferred Shares.
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1. YOUR TENDER.
[_] I hereby tender all of my Interests in exchange for Preferred Shares.
-OR-
[_] I hereby tender ______ Interests, representing only a portion of my
Interests, in exchange for Preferred Shares.
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2. FORM OF OWNERSHIP. TO BE COMPLETED ONLY IF YOU WANT TO HOLD THE PREFERRED
SHARES DIFFERENTLY FROM YOUR OWNERSHIP OF THE INTERESTS. MARK ONLY ONE BOX
[_] SINGLE PERSON - one signature required. [_] PARTNERSHIP
[_] JOINT TENANTS WITH RIGHT OF SURVIVORSHIP - all [_] IRA or SEP/IRA - custodian signature required.
parties must sign
[_] TENANTS BY THE ENTIRETY - two signatures required. [_] KEOGH (H.R. 10) - custodian signature required.
[_] HUSBAND AND WIFE - two signatures required. [_] IRCss.401 QUALIFIED PLAN - trustee signature(s) required.
[_] TENANTS IN COMMON - all parties must sign. [_] TAX-EXEMPT ORGANIZATION (under IRC ss.501(c) or (d)).
[_] CORPORATION [_] CUSTODIAN - custodian signature required.
[_] TRUST - trustee signature(s) required. ALL [_] OTHER - please specify ______________________________
SECTIONS MUST BE FILLED IN.
Print Trustee name(s) here; sign in Section 7.
TRUST DATE _____ ___ ____ FOR THE BENEFIT OF: ______________________________________________________
Month Day Year
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3. INVESTOR INFORMATION. TO BE COMPLETED ONLY IF THIS INFORMATION HAS CHANGED
SINCE SEPTEMBER 30, 2002. Type or print your name(s) exactly as it should
appear on the account. Include the name and address of the trustee,
custodian or administrator when
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applicable. All checks and correspondence will go to this address unless another
address is listed in Section 4 or 5 below.
Individual or Entity Name ______________________________________________________
Joint Tenant Name (if any) _____________________________________________________
Street Address _________________________________________________________________
_________________________________________________________________
City ________________________________ State _______________ Zip Code ___________
Investor Daytime Phone Number ________ -- ________ -- _______
State of residence (Required): IRA and Keogh accounts: state of residence of
plan beneficiary; all others, state of residence of investor. __________________
________________________________________________________________________________
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4. ADDITIONAL MAILING ADDRESS. TO BE COMPLETED ONLY IF THIS INFORMATION HAS
CHANGED SINCE SEPTEMBER 30, 2002. If you would like investor mailings sent
to an address other than the address specified in Section 3 above, please
fill in below (recommended for IRA accounts).
Name(s) _________________________________________________________________
Address _________________________________________________________________
City ________________________________ State _______________ Zip Code ___________
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5. ELECTRONIC FUNDS TRANSFER. TO BE COMPLETED ONLY IF THIS INFORMATION HAS
CHANGED SINCE SEPTEMBER 30, 2002. (Not to be completed for IRAs.) If you
would like direct deposit of dividend checks, please complete below.
Name of Depositary (Bank) ______________________________________________________
Account Number _________________________________________________________________
Address ________________________________________________________________________
City ________________________________ State _______________ Zip Code ___________
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6. INVESTOR CERTIFICATIONS.
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TENDER OF INTERESTS
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THE FOLLOWING APPLIES IF YOU ARE ELECTING TO TENDER SOME OR ALL OF YOUR
INTERESTS.
I hereby certify that:
I am the owner of the Interests in the mortgage fund listed above (the
"Mortgage Fund"). I hereby tender all or a portion of my Interests, as described
in Section 1 above, to Berkshire Income Realty, Inc. ("BIR") in exchange for the
number of Preferred Shares plus cash instead of fractional shares, determined as
set forth above, upon the terms and conditions set forth in the Prospectus,
dated January 9, 2003, relating to BIR's Offer to Exchange Preferred Shares for
Interests (the "Prospectus"). The Prospectus, together with this Letter of
Transmittal, constitutes the "Offer." I hereby certify that a copy of the
Prospectus relating to the Preferred Shares, as amended and/or supplemented to
date, has been delivered and received
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by me. If Section 5 above has been completed, I hereby authorize direct deposit
of my dividend checks.
I ACKNOWLEDGE THAT THIS LETTER OF TRANSMITTAL IS SUBJECT TO ALL OF THE
TERMS AND CONDITIONS SET FORTH IN THE PROSPECTUS. I CERTIFY THAT I AM NOT
RELYING ON ANY STATEMENTS, PROMISES OR REPRESENTATIONS, WHETHER ORAL OR WRITTEN,
EXCEPT THOSE SET FORTH IN THE PROSPECTUS.
I hereby represent and warrant that I have full power and authority to
tender and sell my Interests being tendered hereby to BIR, and that BIR will
acquire good title to the Interests, free and clear of any adverse claim. Upon
request, I will execute and deliver any additional documents necessary to
complete the tender and sale of my Interests being tendered hereby in accordance
with the terms of the Offer. In the event of my death or incapacity, all
authority and obligation shall be placed with my heirs, personal representatives
and successors. Except as stated in the Offer, this tender and sale by me is
irrevocable.
I hereby represent and warrant that I have read and agree to all of the
terms of the Offer. I understand that my tender and sale of Interests pursuant
hereto will constitute my acceptance of the terms and conditions of the Offer,
and that BIR's acceptance of my properly tendered Interests will constitute a
binding agreement between BIR and me regarding the tender and sale of my
Interests in exchange for Preferred Shares upon the terms and subject to the
conditions of the Offer. I further expressly acknowledge that BIR may authorize,
create or increase the number of authorized shares of any series of BIR's stock
that would rank on a parity with the Preferred Shares as to distributions or
liquidation without a vote by the holders of the Preferred Shares.
I acknowledge that the tender of my Interests is subject to the
proration procedures described in the Prospectus. I also acknowledge that, under
certain circumstances set forth in the Offer, BIR may terminate the Offer or may
postpone the acceptance of Interests in exchange for the issuance of Preferred
Shares, or may not be required to accept any of the Interests tendered hereby.
I hereby release BIR and its affiliates, directors, officers,
employees, partners, agents, advisors and representatives, and their respective
successors and assigns, from any and all claims arising from or in connection
with BIR's purchase or ownership of the Interests being tendered hereby.
I hereby irrevocably appoint each designee of BIR as my
attorney-in-fact and proxy, with full power of substitution (such power of
attorney being deemed to be an irrevocable power coupled with an interest), with
respect to my Interests being tendered hereby and accepted for exchange by BIR,
and with respect to any and all other securities issued or issuable, and any and
all cash distributions payable or distributable, in respect of my Interests
being tendered hereby and accepted for exchange by BIR, to: (1) transfer
ownership on the books of the Mortgage Fund of my Interests being tendered
hereby to BIR, (2) change the address of record of my Interests being tendered
hereby, (3) execute and deliver any and all transfer documents with respect to
my Interests being tendered hereby, (4) direct any custodian or trustee holding
record title to the Interests being tendered hereby to do what is necessary,
including executing and delivering a copy of this Letter of Transmittal, (5)
withdraw any previous tender of my Interests that may have been made to an
entity other than BIR, and
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(6) upon acceptance by BIR of my Interests in the Offer, exercise any voting
rights with respect to, and receive all benefits and cash distributions and
otherwise exercise all rights of beneficial ownership of, the Interests being
tendered hereby. In addition, I hereby assign to BIR any and all of my rights to
receive (A) any and all regular quarterly cash distributions payable or
distributable in respect of my Interests being tendered hereby on or after the
date BIR has accepted my Interests in the Offer and (B) any and all
distributions consisting of special distributions (as defined in the Prospectus)
payable or distributable in respect of my Interests being tendered hereby on or
after December 1, 2002.
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SUBSTITUTE FORM W-9
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THE FOLLOWING MUST BE COMPLETED.
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PART 1 - PLEASE PROVIDE YOUR TIN ____________________________
TAXPAYER IDENTIFICATION NUMBER Social Security Number or Employer
("TIN") IN THE BOX AT THE RIGHT AND Identification Number (if awaiting
CERTIFY BY SIGNING AND DATING TIN write "Applied For")
BELOW OR IF A TIN HAS NOT BEEN
ISSUED TO YOU PLEASE CHECK THE
BOX IN PART 3 BELOW.
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Check one: [_] Indiv./Sole Prop. [_] Corporation [_] Partnership [_] Other _____
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PART 2 -- [_] Check this box if you are exempt from backup withholding.
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CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of
a failure to report all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
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PART 3 -- Awaiting TIN [_]
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN THE APPLICATION
OF BACKUP WITHHOLDING TO ANY PAYMENTS MADE TO YOU BY BIR. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE
FORM W-9, YOUR SIGNATURE BELOW WILL ATTEST
TO THE FOLLOWING CERTIFICATE:
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER.
I certify that under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer
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identification number to the appropriate Internal Revenue Service Center or
Social Security Administration Office, or (2) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a taxpayer
identification number to the payer, a portion, determined according to the
applicable backup withholding rate, of all reportable payments made to me will
be withheld, until I provide a taxpayer identification number and that, if I do
not provide my taxpayer identification number within sixty (60) days, such
amounts will be remitted to the Internal Revenue Service as backup withholding
and a portion, determined according to the applicable backup withholding rate,
of all reportable payments made to me thereafter will be withheld and remitted
to the Internal Revenue Service until I provide a taxpayer identification
number.
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7. SIGNATURE(S) TO LETTER OF TRANSMITTAL (INCLUDING INVESTOR CERTIFICATIONS
AND SUBSTITUTE FORM W-9 IN SECTION 6).
NOTE: THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO
AVOID BACKUP WITHHOLDING.
NOT TO BE EXECUTED
UNTIL RECEIPT OF
FINAL PROSPECTUS X _________________________ _________/____/________
Authorized Signature of Date
1st Investor
X _________________________ _________/____/________
Authorized Signature of Date
2nd Investor
(if more than one)
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Return or deliver this Letter of Transmittal on or before the expiration date of
the Offer, in the enclosed prepaid self-addressed envelope. Unless extended, the
expiration date is 5:00 p.m. NYC time, on Thursday, February 20, 2003.
For additional information, call: 1-866-335-7877
* * *
Letter of Transmittal sent to:
BERKSHIRE INCOME REALTY, INC.
One Beacon Street, Suite 1500
Boston, Massachusetts 02108
Attn: Krupp Funds Group
The Information Agent of the Offer is: The Dealer Manager for the Offer is:
Georgeson Shareholder Georgeson Shareholder
Communications, Inc. Securities Corporation
17 State Street, 10th floor 17 State Street, 10th floor
New York, NY 10004 New York, NY 10004