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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the
Securities Exchange Act of 1934
KRUPP GOVERNMENT INCOME TRUST
(Name of Subject Company)
KRUPP GOVERNMENT INCOME TRUST
(Name of Person Filing Statement)
SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
SCOTT D. SPELFOGEL, ESQ.
GENERAL COUNSEL
KRUPP GOVERNMENT INCOME TRUST
ONE BEACON STREET, SUITE 1500
BOSTON, MASSACHUSETTS 02108
(617) 523-7722
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person(s) Filing Statement)
Copy 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
/ / Check this box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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ITEM 1. SUBJECT COMPANY INFORMATION.
The name of the subject company is Krupp Government Income Trust, a
Massachusetts trust (the "TRUST"), and the address and telephone number of its
principal executive offices are One Beacon Street, Suite 1500, Boston,
Massachusetts 02108, (617) 523-7722.
The title of the class of equity securities to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (the "STATEMENT")
relates is shares of beneficial interest ("SHARES"). The number of Shares
outstanding as of December 31, 2002 was 15,053,135.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
The name, business address and business telephone number of the Trust, which
is the person filing this Statement as well as the subject company, are set
forth in Item 1 above.
This Statement relates to an offer by Berkshire Income Realty, Inc., a
Maryland corporation (the "OFFEROR"), to purchase, among other things, up to
4,515,941 of the issued and outstanding Shares in exchange for the Offeror's 9%
Series A Cumulative Redeemable Preferred Stock (the "OFFEROR PREFERRED STOCK"),
upon the terms and subject to the conditions set forth in the Prospectus, dated
January 9, 2003, relating to the Offeror Preferred Stock (as the same may be
amended or supplemented, the "PROSPECTUS") and the related Letter of Transmittal
(which collectively with the Prospectus constitute the "OFFER"). The Offer is
described in a Tender Offer Statement on Schedule TO, dated January 10, 2003
(the "SCHEDULE TO"), which was filed with the Securities and Exchange Commission
on January 10, 2003.
The address of the Offeror is One Beacon Street, Suite 1500, Boston,
Massachusetts 02108.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Except as described or referred to in this Item 3, there exist on the date
hereof no material agreements, arrangements or understandings or any material
actual or potential conflicts of interest between the Trust or its affiliates
and either (1) the Trust's executive officers, directors or affiliates or
(2) the Offeror, its executive officers, directors or affiliates.
The information under "Certain Relationships and Related Transactions--GIT
Funds Ownership Waiver," the information relating to the Trust under
"Compensation and Distributions by Mortgage Funds" and the information under
"Conflicts of Interest--Conflicts Relating to the Offers" contained in the
Prospectus (a copy of which is filed as Exhibit (e)(3) hereto), is incorporated
herein by reference in partial response to the information required under this
Item 3.
Pursuant to the Advisory Services Agreement, dated as of April 19, 1990 (the
"ADVISORY AGREEMENT"), between the Trust and Krupp Mortgage Advisors Limited
Partnership, a copy of which is filed as Exhibit (e)(1) hereto, as amended by
the Assignment and Assumption Agreement, dated as of December 29, 1994, between
Berkshire Realty Advisors Limited Partnership (formerly known as Krupp Mortgage
Advisors Limited Partnership) and Berkshire Mortgage Advisors Limited
Partnership (the "ADVISOR"), a copy of which is filed as Exhibit (e)(2) hereto,
each of which is incorporated herein by reference, the Advisor, an affiliate of
the Offeror, is entitled to receive various fees for serving as investment
advisor to the Trust, including annual asset management fees equal to 0.75% of
the Trust's Average Invested Assets (as defined in the Advisory Agreement). The
Advisor and its affiliates also are entitled to be reimbursed for certain
expenses incurred by them in connection with the Advisory Agreement. Aggregate
compensation paid to the Advisor and its affiliates under the Advisory Agreement
during each of the three years ended December 31, 2002 is described in the
Prospectus (a copy of which is filed as Exhibit (e)(3) hereto) under
"Compensation and Distributions by Mortgage Funds," and is incorporated herein
by reference.
The Advisor and the person who is President, Chairman of the Board of
Trustees and a Trustee of the Trust are each affiliates of the Offeror. As such,
the Trust is subject to conflicts of interests in connection with its response
to the Offer contained in Item 4 of this Statement.
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ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) The Trust is expressing no opinion and is remaining neutral with respect
to the Offer.
As described in the Prospectus, the Offeror is offering holders of Shares an
opportunity to exchange their Shares for shares of Offeror Preferred Stock. The
Offeror Preferred Stock has an annual distribution rate of 9%, and is expected
to be listed on the AMEX. However, as described in the Prospectus under the
"Risk Factors" section beginning on page 18, there are different and potentially
greater risks associated with the Offeror Preferred Stock than those associated
with the Shares. Certain holders of Shares may find that such risks are
acceptable when weighed against their desire to own a security that entitles
them to receive quarterly cash distributions at an annual rate of 9%. Other
holders of Shares may desire to exchange their Shares, which are relatively
illiquid, for a security that is expected to be listed on the AMEX. Still other
holders of Shares who may prefer not to exchange their investment for one with
potentially greater risks (including those highlighted in the Prospectus), or
who do not seek the opportunity to have greater liquidity, may prefer to
continue to retain their investment in the Trust. Because of the differing
motivations that holders of Shares may have, the Trust is not making a
recommendation and is remaining neutral with respect to the Offer.
(b) The Prospectus states that the Advisor owns 10,000 Shares, and that the
Advisor has advised the Offeror that it intends to tender all of those Shares in
the Offer. Except for the foregoing, to the knowledge of the Trust, no executive
officer, director, affiliate or subsidiary of the Trust owns any Shares and,
accordingly, there is no current intention by any executive officer, director,
affiliate or subsidiary of the Trust to tender any Shares into the Offer.
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
Neither the Trust nor any person acting on its behalf has employed, retained
or compensated, or intends to employ, retain or compensate, any person to make
solicitations or recommendations to holders of Shares on its behalf concerning
the Offer.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Trust has not effected any transactions in the Shares during the past 60
days. The Trust is not aware of any transactions in the Shares during the past
60 days by any of its executive officers, directors, affiliates or subsidiaries.
ITEM 7. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
No negotiation is being undertaken or is underway by the Trust in response
to the Offer that relates to or would result in, and no transaction, board
resolution, agreement in principle or signed contract has been entered into in
response to the Offer that relates to: (1) a tender offer or other acquisition
of securities by or of the Trust or any other person; (2) an extraordinary
transaction, such as a merger, reorganization or liquidation, involving the
Trust; (3) a purchase, sale or transfer of a material amount of assets of the
Trust; or (4) any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Trust.
ITEM 8. ADDITIONAL INFORMATION.
Not applicable.
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ITEM 9. EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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(e)(1) Advisory Services Agreement, dated as of April 19, 1990,
between Krupp Government Income Trust and Krupp Mortgage
Advisors Limited Partnership.
(e)(2) Assignment and Assumption Agreement, dated as of
December 29, 1994, between Berkshire Realty Advisors Limited
Partnership (formerly known as Krupp Mortgage Advisors
Limited Partnership) and Berkshire Mortgage Advisors Limited
Partnership.
(e)(3) Prospectus, dated January 9, 2003, relating to the 9%
Series A Cumulative Redeemable Preferred Stock of Berkshire
Income Realty, Inc. (the "OFFEROR"), which is incorporated
by reference to the Schedule TO filed by the Offeror on
January 10, 2003.
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SIGNATURE
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.
Dated: January 10, 2003
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KRUPP GOVERNMENT INCOME TRUST
By: /s/ ROBERT A. BARROWS
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Name: Robert A. Barrows
Title: TREASURER
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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(e)(1) Advisory Services Agreement, dated as of April 19, 1990,
between Krupp Government Income Trust and Krupp Mortgage
Advisors Limited Partnership.
(e)(2) Assignment and Assumption Agreement, dated as of
December 29, 1994, between Berkshire Realty Advisors Limited
Partnership (formerly known as Krupp Mortgage Advisors
Limited Partnership) and Berkshire Mortgage Advisors Limited
Partnership.
(e)(3) Prospectus, dated January 9, 2003, relating to the 9%
Series A Cumulative Redeemable Preferred Stock of Berkshire
Income Realty, Inc. (the "Offeror"), which is incorporated
by reference to the Schedule TO filed by the Offeror on
January 10, 2003.
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