UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 30, 1998 ---------------- Berkshire Realty Company, Inc. - -------------------------------------------------------------------------------- Delaware 1-10660 04-3086485 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS employer incorporation or organization) file number) identification no.) 470 Atlantic Avenue, Boston, Massachusetts 02210 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (617) 423-2233 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets ------------------------------------ Disposition of Property On December 2, 1997, Berkshire Realty Enterprises Limited Partnership (the "Agent") acting as agent for Berkshire Realty Company, Inc. (the "Company") entered into an Agreement of Sale to sell two of the Company's properties, College Plaza, a shopping center containing 83,962 leasable square feet located in Fort Myers, Florida, and Spring Valley Marketplace, a shopping center containing 320,684 leasable square feet located in Spring Valley, New York, to Kejack, Inc. and its permitted assigns, which are unaffiliated third parties. Spring Valley Marketplace was owned in joint venture with Krupp Cash Plus V Limited Partnership. The properties were sold as part of a package which included twelve other properties owned by affiliates of the Agent and the General Partner of Krupp Cash Plus V Limited Partnership. The total selling price of the fourteen properties was $138,000,000, of which the Company received $20,828,322, less its share of the closing costs. The terms of the sale were determined by arms length negotiations between the agent and the buyer. The transaction was consummated on January 30, 1998. 2 Item 7. Financial Statements and Exhibits --------------------------------- (a) Financial Statements of Business Acquired Response: Not Applicable (b) Pro Forma Financial Information On January 30, 1998, Berkshire Realty Enterprises Limited Partnership, acting as agent for Berkshire Realty Company, Inc., consummated the sale of two of the Company's properties, College Plaza and Spring Valley Marketplace. The Company has presented in this Form 8-K/A, a Pro Forma Balance Sheet at September 30, 1997 and Pro Forma Statements of Operations for the nine months ended September 30, 1997 and for the year ended December 31, 1996. See Note 1 to the Pro Forma Financial Statements for further description of this matter. (c) Exhibits 1. Agreement of Sale dated December 2, 1997 between Berkshire Realty Enterprise Limited Partnership, agent for Berkshire Realty Company, Inc., and Kejack, Inc. and its permitted assigns.* 2. First Amendment to Agreement of Sale dated December 12, 1997 between Berkshire Realty Enterprise Limited Partnership, agent for Berkshire Realty Company, Inc., and Kejack, Inc. and its permitted assigns.* 3. Second Amendment to Agreement of Sale dated December 14, 1997 between Berkshire Realty Enterprise Limited Partnership, agent for Berkshire Realty Company, Inc., and Kejack, Inc. and its permitted assigns.* 4. Side letter dated December 17, 1997 from William S. Gee on behalf of Kejack, Inc. and its permitted assigns to Eli Rubenstein, Esq. on behalf of Berkshire Realty Enterprise Limited Partnership, agent for Berkshire Realty Company, Inc.* 5. Side letter dated January 6, 1998 from William S. Gee on behalf of Kejack, Inc. and its permitted assigns to Eli Rubenstein, Esq. on behalf of Berkshire Realty Enterprise Limited Partnership, agent for Berkshire Realty Company, Inc.* * Incorporated by reference. 3 BERKSHIRE REALTY COMPANY. INC. PRO FORMA BALANCE SHEET September 30, 1997 ---------------- (unaudited) ASSETS Actual at September Pro Forma Pro Forma 30, 1997 Adjustments September 30, 1997 (Note 1) (Note 1) (Note 1) ---------------------- --------------------- ----------------------- Real Estate Assets Multifamily Apartments Complexes, net of $538,936,747 $538,936,747 depreciation Retail Centers, net of depreciation 0 0 Investment in Unconsolidated Joint 20,512,712 (20,122,206) 390,506 Ventures Mortgage Loans and Other Loans Receivable 2,309,683 2,309,683 Land and Construction in Process 5,732,119 5,732,119 Land Held for Future Development 6,154,965 6,154,965 Property Held for Sale, Net of Valuation Reserve 16,027,837 (5,345,851) 10,681,986 ---------------------- --------------------- ----------------------- Total Real Estate Assets 589,674,063 (25,468,057) 564,206,006 Cash and Cash Equivalents 9,059,234 (42,543) 9,016,691 Mortgages Backed Securities, Net 7,995,983 7,995,983 Escrows 11,910,915 11,910,915 Deferred Charges and Other Assets 11,596,264 (83,598) 11,512,666 Intangible Assets, Net of Amortization 25,739,272 25,739,272 ---------------------- --------------------- ----------------------- Total Assets $655,975,731 $(25,594,198) $630,381,533 ============ ============= ============ LIABILITIES Credit Agreements $118,410,000 $118,410,000 Mortgage Notes Payable 179,627,929 179,627,929 Repurchase Agreement 8,000,000 8,000,000 Tenant Security Deposits and Prepaid 3,577,189 (35,077) 3,542,112 Rents Accrued Real Estate Tax, Other Liabilities and Accounts Payable 14,081,953 (71,417) 14,010,536 ---------------------- --------------------- ----------------------- Total Liabilities 323,697,071 (106,494) 323,590,577 =========== ========= =========== Minority Interest in Operating 57,898,385 (170,459) 57,727,926 Partnership SHAREHOLDERS' EQUITY Series 1997 A Convertible Preferred 27,370 27,370 Stock ("Preferred Shares") $.01 Par Value 60,000,000 Shares Authorized 2,737,000 Issued Common Stock ("Shares"), $.01 Par Value; 263,203 263,203 140,000 Shares Authorized and 26,320,336 and 25,899,866 Shares Issued Add Paid In Capital 292,977,204 (25,317,245) 267,659,959 Accumulated Deficit (16,179,428) (16,179,428) Loan Receivable - Officer (964,999) (964,999) Less Common Stock Held in Treasury at (1,743,075) (1,743,075) Cost (506,497 Shares) ---------------------- --------------------- ----------------------- Total Shareholders' Equity 274,380,275 (25,317,245) 249,063,030 ---------------------- --------------------- ----------------------- Total Shareholders'Equity and Liabilities $655,975,731 $(25,594,198) $630,381,533 ============ ============= ============ 4 BERKSHIRE REALTY COMPANY, INC. PRO FORMA STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 1997 ---------------- (unaudited) As Reported for the Pro Forma for the Nine Nine Months Ended Pro Forma Months Ended September 30, 1997 Adjustments September 30, 1997 (Note 1) (Note 1) (Note 1) ------------------------ ------------------- ------------------------- REVENUE: Rental $76,493,968 $(780,366) $75,713,602 Management Fee and Reimbursements 2,208,725 2,208,725 Interest Income from Mortgage Loans 252,579 252,579 Interest Income from MBS 592,910 592,910 Other Interest Income 955,918 955,918 ------------------------ ------------------- ------------------------- Total Revenue 80,504,100 (780,366) 79,723,734 EXPENSES: Property Operating 22,164,512 (56,833) 22,107,679 Repairs and Maintenance 5,531,085 (34,218) 5,496,867 General & Administrative 3,727,783 (18,459) 3,709,324 Real Estate Taxes 7,163,713 (123,655) 7,040,058 Property Management Fees Paid to An 866,771 (44,819) 821,952 Affiliate Provisions for Losses on Real Estate 1,850,000 1,850,000 Investments Cost Associates with the Advisor 1,200,000 1,200,000 Transaction Interest 17,461,212 17,461,212 Depreciation & Amortization 28,864,019 28,864,019 ------------------------ ------------------- ------------------------- Total Expenses 88,829,095 (277,984) 88,551,111 Loss from Operations (8,324,995) (502,382) (8,827,377) Minority Interest in Operating Partnership 1,488,214 90,780 1,578,994 Joint Venture Net Income (Loss), Net of (308,886) (394,085) (702,971) Minority Interest ------------------------ ------------------- ------------------------- Loss Before Gains on Sales and (7,145,667) (805,687) (7,951,354) Extraordinary Item Gain on Sale of properties Net of 5,364,707 5,364,707 Minority Interest ------------------------ ------------------- ------------------------- Loss Before Extraordinary Item (1,780,960) (805,687) (2,586,647) Extraordinary Item, Net of Minority (90,191) (90,191) Interest ------------------------ ------------------- ------------------------- Net Loss (1,871,151) (805,687) (2,676,838) Income Allocated to Preferred Shareholders (85,531) (85,531) ------------------------ ------------------- ------------------------- Net Loss $(1,956,682) $(805,687) $(2,762,369) ============ ========== ============ 5 BERKSHIRE REALTY COMPANY, INC. PRO FORMA STATEMENT OF OPERATIONS For the Twelve Months Ended December 31, 1996 ------------------- (unaudited) As Reported for the Pro Forma for the Year Year Ended Pro Forma Ended December 31, 1996 Adjustments December 31, 1996 (Note 1) (Note 1) (Note 1) ------------------------- --------------------- -------------------------- REVENUE: Rental $89,450,647 $(1,019,808) $88,430,839 Interest from Mortgage Loans 1,647,356 1,647,356 Interest from income MBS 942,191 942,191 Other Interest Income 961,472 961,472 ------------------------- --------------------- -------------------------- Total Revenue 93,001,666 (1,019,808) 91,981,858 EXPENSES: Property Operating 22,727,069 (73,541) 22,653,528 Repairs and Maintenance 6,647,344 (47,544) 6,599,800 General And Administrative 4,253,641 (22,991) 4,230,650 Real Estate Taxes 8,653,898 (149,517) 8,504,381 Property Management Fees Paid to an 4,324,843 (60,462) 4,264,381 Affiliate Provisions for Loss on Real Estate 7,500,000 7,500,000 Investments Interest 20,500,533 20,500,533 Depreciation & Amortization 30,171,600 (1,660,394) 28,511,206 Non-recurring Charges 441,783 441,783 Asset management fees to an affiliate 392,636 392,636 ------------------------- --------------------- -------------------------- Total Expenses 105,613,347 (2,014,449) 103,598,898 Net Income (loss) from Operations (12,611,681) 994,641 (11,617,040) Minority Interest 1,136,586 (89,816) 1,046,770 Joint Venture Net Income (Loss), Net (2,736,912) (831,906) (3,568,818) of Minority Interest ------------------------- --------------------- -------------------------- Income (Loss) before Gains on Sales (14,212,007) 72,919 (14,139,088) and Extraordinary Items Gain on Sale of Properties Net of 53,002 53,002 Minority Interest ------------------------- --------------------- -------------------------- Income (Loss) before Gains on Sales (14,159,005) 72,919 (14,086,086) and Extraordinary Items Extraordinary Items, Net of Minority (149,272) (149,272) Interest ------------------------- --------------------- -------------------------- Net Loss $(14,308,277) $72,919 $(14,235,358) ============= ======= ============= 6 BERKSHIRE REALTY COMPANY, INC. NOTE TO PRO FORMA FINANCIAL STATEMENTS (1) Basis of Presentation The Pro Forma Balance Sheet at September 30, 1997 is based on the historical Balance Sheet of the Company as reported on Form 10-Q for the quarter ended September 30, 1997. The Pro Forma adjustment represents an adjustment to the Company's investment in Spring Valley Joint Venture (the "Joint Venture") and College Plaza to show the effect of the sale. The Pro Forma Balance Sheet at September 30, 1997 reflects the balance sheet as if the sale had occurred prior to September 30, 1997. The Pro Forma Statement of Operations for the nine months ended September 30, 1997 is based on the historical Statement of Operations of the Company as reported on Form 10-Q for the nine months ended September 30, 1997. The Pro Forma Statement of Operations for the year ended December 31, 1996 is based on the historical Statement of Operations for the Company as presented in the annual report on Form 10-K for the year ended December 31, 1996. The Pro Forma adjustments represent the Company's share of Spring Valley's and College Plaza's net income (loss) for the respective periods presented. The Pro Forma Statements of Operations for the nine months ended September 30, 1997 and for the year ended December 31, 1996 reflect the results of operations of the Company as if College Plaza and Spring Valley Marketplace had been sold prior to January 1, 1996. The Pro Forma Statements of Operations do not reflect any gain or loss which may be recognized by the Company as a result of the sale. (c) Exhibits (1) Agreement of Sale dated December 2, 1997 between Berkshire Realty Enterprise Limited Partnership, agent for Berkshire Realty Company, Inc., and Kejack, Inc. and its permitted assigns.* (2) First Amendment to Agreement of Sale dated December 12, 1997 between Berkshire Realty Enterprise Limited Partnership, agent for Berkshire Realty Company, Inc., and Kejack, Inc. and its permitted assigns.* (3) Second Amendment to Agreement of Sale dated December 14, 1997 between Berkshire Realty Enterprise Limited Partnership, agent for Berkshire Realty Company, Inc., and Kejack, Inc. and its permitted assigns.* (4) Side letter dated December 17, 1997 from William S. Gee on behalf of Kejack, Inc. and its permitted assigns to Eli Rubenstein, Esq. on behalf of Berkshire Realty Enterprise Limited Partnership, agent for Berkshire Realty Company, Inc.* (5) Side letter dated January 6, 1998 from William S. Gee on behalf of Kejack, Inc. and its permitted assigns to Eli Rubenstein, Esq. on behalf of Berkshire Realty Enterprise Limited Partnership, agent for Berkshire Realty Company, Inc.* * Incorporated by reference. 7 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Berkshire Realty Company, Inc. ------------------------------ Registrant BY: /s/ Marianne Pritchard -------------------------- Executive Vice President and Chief Financial Officer of Berkshire Realty Company, Inc. DATE: March 30, 1998