EXHIBIT (a)(12)
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THE OFFERING HAS BEEN EXTENDED TO 5:00 P.M. NYC TIME,
MARCH 17, 2002
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
<<FUND>>
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT, AND THIS LETTER OF TRANSMITTAL
("TRANSMITTAL LETTER") MUST BE RECEIVED BY BERKSHIRE INCOME REALTY, INC. ("BIR")
BY, 5:00 P.M., NEW YORK CITY TIME, ON MARCH 17, 2003, UNLESS THE OFFER IS
EXTENDED.
(Please See Separate Instructions Enclosed)
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<<Address_1>>
<<Address_2>>
<<City>>, <<State>> <<Zip>>
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If you tender and BIR accepts all your Interests, you will be entitled to
receive <<Shares>> shares of BIR's 9% Series A Cumulative Redeemable Preferred
Stock (the "Preferred Shares") plus <<Cash_>> in cash. Each Interest accepted by
BIR entitles you to <<per_share>> Preferred Shares.
Krupp Account Number:<<KRUPP_ACCOUNT_NUMBER>> Number of Interests:<<UNITS_>>
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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 parties [_] IRA or SEP/IRA - custodian signature required.
must sign [_] KEOGH (H.R. 10) - custodian signature required.
[_] TENANTS BY THE ENTIRETY - two signatures required. [_] IRCss.401 QUALIFIED PLAN - trustee signature(s)
[_] HUSBAND AND WIFE - two signatures required. required.
[_] TENANTS IN COMMON - all parties must sign. [_] TAX-EXEMPT ORGANIZATION (under IRCss.501(c) or (d)).
[_] CORPORATION [_] CUSTODIAN - custodian signature required.
[_] TRUST - trustee signature(s) required. ALL SECTIONS [_] OTHER - please specify
MUST BE FILLED IN.
Print Trustee name(s) ________________________
Trust date _____ _____ _____ For the benefit of: _________________
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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 applicable. All checks and correspondence
will go to this address unless another address is listed in Section 4 or 5
below.
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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Individual Entity or Name
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Joint Tenant Name (if any)
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Street Address
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City: State Zip Code
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Investor Daytime Phone Number ( )
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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).
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Name(s)
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Address
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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 or accounts
for further credit.) If you would like direct deposit of dividend checks,
please complete below.
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Name of Depositary (Bank)
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Address
City State Zip
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Bank Routing Number __________________ Bank Account Number _________________
Please specify: Checking ________________ Savings __________________________
Please include a voided check or savings deposit slip for verification of
account numbers.
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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 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.
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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 Transmittal Letter, (5) withdraw any previous tender
of my Interests that may have been made to an entity other than BIR, and (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
in the offer 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 TAXPAYER TIN ________________________
IDENTIFICATION NUMBER ("TIN") IN THE BOX AT THE Social Security Number or
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Employer Identification
OR IF A TIN HAS NOT BEEN ISSUED TO YOU PLEASE Number (if awaiting TIN
CHECK THE BOX IN PART 3 BELOW. write "Applied For")
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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
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(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 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 TRANSMITTAL LETTER (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 1st Investor Date
X ____________________________________ ___ / ___ / ____
Authorized Signature of 2nd Investor Date
(if more than one)
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Return or deliver this Transmittal Letter 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 March 17, 2003.
FOR ADDITIONAL INFORMATION, CALL: 1-866-335-7877
Transmittal Letter sent to: The Information Agent The Dealer Manager
of the Offer is: for the Offer is:
Berkshire Income Realty, Inc. Georgeson Shareholder Georgeson Shareholder
Attn: Krupp Funds Group Communications, Inc. Securities Corporation
One Beacon Street, 17 State Street, 17 State Street,
Suite 1500 10th floor 10th floor
Boston, MA 02108 New York, NY 10004 New York, NY 10004
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