SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 13, 1999 Commission File No. 1-10660 (Date of earliest event reported) BERKSHIRE REALTY COMPANY, INC. ------------------------------ (Exact name of registrant as specified in its Charter) Delaware 04-3086485 -------- ---------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) One Beacon Street, Suite 1550 Boston, Massachusetts 02108 - --------------------------------- ----- (Address of principal executive offices) (Zip Code) (888) 867-0100 -------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On April 14, 1999, Berkshire Realty Company, Inc. (the "Company") issued a press release announcing that it has entered into a definitive merger agreement with a partnership formed by the Company's Chairman of the Board and affiliates of Blackstone Real Estate Advisors and Whitehall Street Real Estate Limited Partnership XI, an affiliate of Goldman, Sachs & Co. A copy of the press release has been filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. EXHIBITS Exhibit Numbers Description - ------- ----------- 2.1(1) Agreement and Plan of Merger, dated as of April 13, 1999, by and among Berkshire Realty Holdings, L.P., BRI Acquisition, LLC and the Company. 99.1 Press release dated April 14, 1999. - -------------------------- (1) Incorporated herein by reference to Exhibit 9 to Amendment No. 2 to Schedule 13D, dated April 13, 1999, filed with the Securities and Exchange Commission on April 15, 1999 by Whitehall Street Real Estate Limited Partnership XI, WXI/BRH Gen-Par, L.L.C., WH Advisors, L.L.C. XI, Goldman, Sachs & Co. and The Goldman Sachs Group, L.P. in respect of shares of common stock, $0.01 par value per share, of Berkshire Realty Company, Inc. (File No. 1-10660). SIGNATURES 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 hereunto duly authorized. Dated: April 15, 1999 BERKSHIRE REALTY COMPANY, INC. /s/ Marianne Pritchard ------------------------------------ Marianne Pritchard Executive Vice President and Chief Financial Officer of Berkshire Realty Company, Inc. INDEX TO EXHIBITS Exhibit Numbers Description - ------- ----------- 2.1(1) Agreement and Plan of Merger, dated as of April 13, 1999, by and among Berkshire Realty Holdings, L.P., BRI Acquisition, LLC and the Company. 99.1 Press release dated April 14, 1999. - -------------------------- (1) Incorporated herein by reference to Exhibit 9 to Amendment No. 2 to Schedule 13D, dated April 13, 1999, filed with the Securities and Exchange Commission on April 15, 1999 by Whitehall Street Real Estate Limited Partnership XI, WXI/BRH Gen-Par, L.L.C., WH Advisors, L.L.C. XI, Goldman, Sachs & Co. and The Goldman Sachs Group, L.P. in respect of shares of common stock, $0.01 par value per share, of Berkshire Realty Company, Inc. (File No. 1-10660).