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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 INSURED PLUS LIMITED PARTNERSHIP
(Name of Subject Company)
KRUPP INSURED PLUS LIMITED PARTNERSHIP
(Name of Person Filing Statement)
DEPOSITARY RECEIPTS
(Title of Class of Securities)
NONE
(CUSIP Number of Class of Securities)
SCOTT D. SPELFOGEL, ESQ.
GENERAL COUNSEL
THE KRUPP CORPORATION
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 Insured Plus Limited Partnership, a
Massachusetts limited partnership (the "PARTNERSHIP"), 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 Depositary Receipts ("DEPOSITARY RECEIPTS") representing the
Partnership's Units of Limited Partner Interests ("UNITS"). The number of
Depositary Receipts outstanding as of December 31, 2002 was 7,500,099.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
The name, business address and business telephone number of the Partnership,
which is the person filing this Statement as well as the subject company, are
set forth in Item 1 above. The general partners responsible for management of
the Partnership's business are The Krupp Corporation, a Massachusetts
corporation, and The Krupp Company Limited Partnership-IV, a Massachusetts
limited partnership (together, the "GENERAL PARTNERS").
This Statement relates to an offer by Berkshire Income Realty, Inc., a
Maryland corporation (the "OFFEROR"), to purchase, among other things, up to
2,250,030 of the issued and outstanding Depositary Receipts representing Units
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 General Partners or their
affiliates and either (1) the Partnership, its executive officers, directors or
affiliates or (2) the Offeror, its executive officers, directors or affiliates.
The information under "Certain Relationships and Related Transactions,"
"Compensation Payable to Our Affiliates" and "Conflicts of Interest--Conflicts
Relating to the Offers," and the information relating to the Partnership under
"Compensation and Distributions by Mortgage Funds," in each case, contained in
the Prospectus (a copy of which is filed as Exhibit (e)(2) hereto), is
incorporated herein by reference in partial response to the information required
under this Item 3.
Pursuant to the Amended Agreement of Limited Partnership, dated as of
June 27, 1986 (the "PARTNERSHIP AGREEMENT"), a copy of which is filed as
Exhibit (e)(1) hereto and is incorporated herein by reference, the General
Partners and Krupp Depositary Corporation (the "CORPORATE LIMITED PARTNER"),
each of which entities is an affiliate of the Offeror and certain of the
Offeror's executive officers and directors, are entitled to receive certain cash
distributions in respect of their interests in the Partnership. Under the
Partnership Agreement, the General Partners also are entitled to receive annual
fees for managing the affairs of the Partnership equal to 0.75% of the value of
the Partnership's Total Invested Assets (as defined in the Partnership
Agreement). The General Partners and their affiliates also are entitled to be
reimbursed for certain expenses incurred by them in connection with the
operation of the Partnership.
Aggregate distributions and compensation paid to the General Partners, the
Corporate Limited Partner and their respective affiliates under the Partnership
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)(2)
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hereto) under "Compensation and Distributions by Mortgage Funds," and is
incorporated herein by reference.
Under the Partnership Agreement, the General Partners also are entitled to
receive an annual incentive fee for managing the affairs of the Partnership in
an amount equal to 0.3% of the Partnership's Total Invested Assets, however,
payment of such fee is subordinated to the extent necessary for the limited
partners to receive an amount for such year equal to a 10% non-cumulative annual
return on their Invested Capital. No such incentive management fees were paid to
the General Partners or their affiliates with respect to the three-year period
ended December 31, 2002.
The General Partners are affiliates of the Offeror. As such, the General
Partners are subject to conflicts of interest in connection with their response
to the Offer contained in Item 4 of this Statement.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) The persons that beneficially own and control the ownership interests in
the General Partners also beneficially own and control the ownership interests
in the Offeror. As a result of this affiliation, the General Partners are
subject to conflicts of interest in connection with the Offer. Accordingly, the
General Partners are expressing no opinion and are remaining neutral with
respect to the Offer.
Although the General Partners are not expressing an opinion with respect to
the Offer, the General Partners believe that holders of Units should be aware of
the following in making their own decision as to whether to accept or reject the
Offer.
As described in the Prospectus, 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 Units. Certain Unit
holders 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 Unit holders may desire to exchange
their Units, which are relatively illiquid, for a security that is expected to
be listed on the AMEX. Still other Unit holders 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
Partnership. Each holder should consider his or her own motivation in
determining whether to accept or reject the Offer.
(b) To the knowledge of the General Partners, other than the Corporate
Limited Partner, which owns 100 Units, no executive officer, director, affiliate
or subsidiary of the Partnership owns any Units. To the knowledge of the General
Partners, the Corporate Limited Partner does not intend to tender its Units into
the Offer.
ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
Neither the Partnership 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 Unit holders on its behalf
concerning the Offer.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Neither the Partnership nor the General Partners have effected any
transactions in the Units during the past 60 days. The General Partners are not
aware of any transactions in the Units during the past 60 days by any of its
executive officers, directors, affiliates or subsidiaries.
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ITEM 7. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
No negotiation is being undertaken or is underway by the Partnership 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 Partnership or any other person; (2) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Partnership; (3) a purchase, sale or transfer of a material amount
of assets of the Partnership; or (4) any material change in the present dividend
rate or policy, or indebtedness or capitalization of the Partnership.
ITEM 8. ADDITIONAL INFORMATION.
The information contained in the Prospectus filed as Exhibit (e)(2) hereto
is incorporated herein by reference in response to the information required
under this Item 8.
ITEM 9. EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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(e)(1) Amended Agreement of Limited Partnership, dated as of June
27, 1986 (the "PARTNERSHIP AGREEMENT"), by and among The
Krupp Corporation and The Krupp Company Limited
Partnership-IV, as general partners, Krupp Depositary
Corporation, as the Corporate Limited Partner, and those
persons who have been admitted to the Partnership as
Investor Limited Partners pursuant to the terms of the
Partnership Agreement.
(e)(2) 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 INSURED PLUS LIMITED PARTNERSHIP
By: The Krupp Corporation, a general partner
By: /s/ ROBERT A. BARROWS
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Name: Robert A. Barrows
Title: SENIOR VICE PRESIDENT
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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(e)(1) Amended Agreement of Limited Partnership, dated as of
June 27, 1986 (the "PARTNERSHIP AGREEMENT"), by and among
The Krupp Corporation and The Krupp Company Limited
Partnership-IV, as general partners, Krupp Depositary
Corporation, as the Corporate Limited Partner, and those
persons who have been admitted to the Partnership as
Investor Limited Partners pursuant to the terms of the
Partnership Agreement.
(e)(2) 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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