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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EVANS WITHYCOMBE RESIDENTIAL, L.P.
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(Name of Issuer)
Partnership Unit
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(Title of Class of Securities)
Not Applicable
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(CUSIP number)
STEPHEN O. EVANS
c/o EVANS WITHYCOMBE RESIDENTIAL, INC.
6991 EAST CAMELBACK ROAD, SUITE A-200
SCOTTSDALE, ARIZONA 85251
(602) 840-1040
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(Name, address and telephone number of person
authorized to receive notices and communications)
August 27, 1997
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
NOTE. Six copies of this statement, including all exhibits, should be
filed with the Commission. SEE Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Page 1 of 12 Pages)
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CUSIP NO. N/A 13D PAGE 2 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Stephen O. Evans
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
769,899
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
2,089,551
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
769,899
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PERSON WITH 10 SHARED DISPOSITIVE POWER
2,089,551
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,859,450
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. N/A 13D PAGE 3 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
F. Keith Withycombe
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
772,199
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
1,954,001
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
772,199
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PERSON WITH 10 SHARED DISPOSITIVE POWER
1,954,001
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,726,200
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. N/A 13D PAGE 4 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
EW Investments Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF 7 SOLE VOTING POWER
SHARES
1,632,114
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,632,114
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,632,114
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP NO. N/A 13D PAGE 5 OF 12 PAGES
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Evans Family Limited Liability Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF 7 SOLE VOTING POWER
SHARES
135,550
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
135,550
----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,550
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
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14 TYPE OF REPORTING PERSON*
OO
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ITEM 1. SECURITY AND ISSUER
This statement relates to the units of limited partnership of (the
"Units"), of Evans Withycombe Residential, L.P., a Delaware limited partnership
(the "Company"). The principal executive offices of the Company are located at
6991 East Camelback Road, Suite A-200, Scottsdale, Arizona 85251.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of the following persons
(collectively, the "Unitholders"): (1) Stephen O. Evans; (2) F. Keith
Withycombe; (3) EW Investments Limited Partnership, an Arizona limited
partnership; and (4) The Evans Family Limited Liability Company, an Arizona
limited liability company.
STEPHEN O. EVANS
The business address of Stephen O. Evans is c/o Evans Withycombe
Residential, Inc., 6991 East Camelback Road, Suite A-200, Scottsdale, Arizona
85251. Mr. Evans is the Chairman of the Board and Chief Executive Officer of
Evans Withycombe Residential, Inc. ("EWR"), a Maryland corporation and general
partner of the Company. The Company and EWR develop, acquire, own and manage
upscale multifamily apartment communities.
Mr. Evans has not during the past five years been convicted in a
criminal proceeding or been a party to any civil proceeding resulting in his
being subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws. Mr. Evans
is a citizen of the United States.
F. KEITH WITHYCOMBE
The business address of F. Keith Withycombe is c/o Evans Withycombe
Residential, Inc., 6991 East Camelback Road, Suite A-200, Scottsdale, Arizona
85251. Mr. Withycombe is a director of EWR.
Mr. Withycombe has not during the past five years been convicted in a
criminal proceeding or been a party to any civil proceeding resulting in his
being subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws. Mr.
Withycombe is a citizen of the United States.
EW INVESTMENTS LIMITED PARTNERSHIP
EW Investments Limited Partnership ("EWILP"), an Arizona limited
partnership, was formed to acquire, own, develop, improve, manage, encumber,
mortgage, lease, sell, transfer, exchange, venture, joint venture and hold for
investment real property located in certain counties of the state of Arizona.
EWILP's business address is c/o EW Investments, Inc., 6991 East Camelback Road,
Suite A-200, Scottsdale, Arizona 85251.
EWILP has not during the last five years been convicted in a criminal
proceeding or been a party to a civil proceeding resulting in its being subject
to a judgment, decree or final
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order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
EW Investments, Inc., an Arizona corporation ("EWI"), is the general
partner of EWILP. EWI's business is to serve as the general partner of EWILP.
EWI's principal business address is 6991 East Camelback Road, Suite A-200,
Scottsdale, Arizona 85251. Stephen O. Evans, F. Keith Withycombe and Paul R.
Fannin are the Chairman, President and Treasurer, and Vice President and
Secretary, respectively, of EWI. Messrs. Evans and Withycombe are also the
directors of EWI.
The business address of Paul R. Fannin is c/o Evans Withycombe
Residential, Inc., 6991 East Camelback Road, Suite A-200, Scottsdale, Arizona
85251. Mr. Fannin is the Senior Vice President, Chief Financial Officer,
Treasurer and Secretary of EWR. Mr. Fannin has not during the past five years
been convicted in a criminal proceeding or been a party to any civil proceeding
resulting in his being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with respect to such laws.
Mr. Fannin is a citizen of the United States.
THE EVANS FAMILY LIMITED LIABILITY COMPANY
The Evans Family Limited Liability Company ("Evans LLC"), an Arizona
limited liability company, was formed to acquire and hold for investment
(i) interests in partnerships which own real estate rental properties and
(ii) stocks, bonds and other marketable securities. The address of Evans LLC is
c/o its manager, Stephen O. Evans, whose business address is provided above.
Evans LLC has not during the last five years been convicted in a
criminal proceeding or been a party to a civil proceeding resulting in its being
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
The managers of Evans LLC are Stephen O. Evans and Arduth L. Evans
(each, a "Manager"). The members of Evans LLC are Mr. and Mrs. Evans, Pamela K.
Evans, Matthew S. Evans and Elizabeth C. Evans (collectively, the "Members").
The business address of each of the Members is 6991 East Camelback Road, Suite
A-200, Scottsdale, Arizona 85251.
Arduth L. Evans is a community volunteer. Mrs. Evans has not during
the past five years been convicted in a criminal proceeding or been a party
to any civil proceeding resulting in her being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws. Mrs. Evans is a citizen of the United
States.
Pamela K. Evans is a school teacher. Pamela K. Evans has not during
the past five years been convicted in a criminal proceeding or been a party
to any civil proceeding resulting in her being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws. Pamela K. Evans is a citizen of the
United States.
Matthew S. Evans is a mortgage banker. Matthew S. Evans has not
during the past five years been convicted in a criminal proceeding or been a
party to any civil proceeding resulting
Page 7 of 12
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in his being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Matthew S. Evans is a citizen of the United States.
Elizabeth C. Evans is a student. Elizabeth C. Evans has not during
the past five years been convicted in a criminal proceeding or been a party
to any civil proceeding resulting in her being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws. Elizabeth C. Evans is a citizen of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
On August 27, 1997, the Company and ERP Operating Limited Partnership,
an Illinois limited partnership ("ERP"), entered into an Asset Contribution
Agreement (the "Asset Contribution Agreement"), dated as of August 27, 1997,
pursuant to which the Company agreed, subject to certain conditions, to
contribute all of its assets to ERP (the "Contribution") in exchange for units
of limited partnership interest in ERP ("ERP Units") following the Merger (as
defined below). The Asset Contribution Agreement was entered into in connection
with the contemplated merger ("Merger") of EWR with and into Equity Residential
Properties Trust ("EQR"), a Maryland real estate investment trust and sole
general partner of ERP, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of August 27, 1997, between EQR and EWR. The number of
ERP Units to be received by the Company in consideration for the Contribution
shall equal the number of units of limited partnership interest in the Company
("the Company Units") outstanding immediately prior to the Contribution
multiplied by 0.50 (the "Exchange Ratio"). The Contribution shall occur upon
ERP giving notice to the Company at any time following the first to occur of
(i) the date twelve months after the consummation of the Merger, (ii) the date
on which EQR receives an opinion of a nationally recognized tax counsel
satisfactory to it or a ruling from the Internal Revenue Service that the
Contribution may be effected without adversely affecting the qualification of
the Merger as a tax-free reorganization within the meaning of Section 368 of the
Internal Revenue Code of 1986, as amended (the "Code"), or (iii) the date on
which regulations are promulgated by the Department of the Treasury which, in
the opinion of a nationally recognized tax counsel satisfactory to EQR, would
permit the Contribution to occur without adversely affecting the qualification
of the Merger as a tax-free reorganization within the meaning of Section 368 of
the Code. If ERP fails to give such notice by December 31, 1999, the Asset
Contribution Agreement shall terminate and the Company shall
Page 8 of 12
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have no further obligations thereunder. The Contribution is also subject to
the approval of the limited partners of the Company.
The Unitholders have agreed to contribute their Company Units to ERP
in exchange for ERP Units pursuant to a Unit Contribution Agreement (the "Unit
Contribution Agreement"), dated as of August 27, 1997, between ERP and the
Unitholders. The number of ERP Units to be received by the Unitholders
immediately following the effectiveness of the Merger pursuant to the Unit
Contribution Agreement shall equal the number of Company Units contributed to
ERP by the Unitholders multiplied by the Exchange Ratio. Following the
effectiveness of the Merger and contribution of Company Units pursuant to the
Unit Contribution Agreement, but prior to the effectiveness of the Asset
Contribution Agreement or contribution of Company Units by other Company unit
holders which are anticipated to be made pursuant to an exchange offer, (i) ERP
will own approximately 13.28% of the total number of the Company Units currently
outstanding, 1% of which will represent a general partnership interest in the
Company and (ii) EQR will own approximately 81.74% of the total number of
Company Units currently outstanding, 1% of which will represent a general
partnership interest in the Company.
On August 27, 1997 each of the Unitholders entered into a letter
agreement with EQR (the "Voting Agreement"), whereby each Unitholder agreed,
among other things, to vote all Units owned by him or it in favor of the
Merger, the Contribution, certain amendments to the Company's limited
partnership agreement and certain related transactions described in and
contemplated by the Merger Agreement.
Except as described above, the Unitholders do not presently have any
other proposals or plans which would result in any event listed in items (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
STEPHEN O. EVANS. Stephen O. Evans directly owns 769,899 Units,
representing 3.1% of the outstanding Units. Mr. Evans, as the Chairman of
the general partner of EWILP, may be deemed the beneficial owner with shared
voting and dispositive power of 1,632,114 Units held by EWILP. Additionally,
Mr. Evans, as a manager of Evans LLC, may be deemed the beneficial owner with
shared voting and dispositive power of 135,550 Units held by Evans LLC. Mr.
Evans may also be deemed the beneficial owner with shared voting and
dispositive power of an aggregate of 321,887 Units held by EW
Cottonwood/Tempe Limited Partnership, EW Lakewood Limited Partnership, EW/SWS
Investors Limited Partnership and EW Kachina Limited Partnership
(collectively, the "EW LPs"). Mr. Evans is the Chairman of Evans Withycombe
Communities, Inc., an Arizona corporation ("Communities"), which is the
general partner of each of the EW LPs. In the aggregate, Mr. Evans may be
deemed to beneficially own 2,859,450 Units, which represents 11.5% of the
outstanding Units. Mr. Evans has not effected any transactions involving
Units during the past sixty days.
F. KEITH WITHYCOMBE. F. Keith Withycombe directly owns 772,199
Units, representing 3.1% of the outstanding Units. Mr. Withycombe, as the
President and Treasurer of the general partner of EWILP, may be deemed the
beneficial owner with shared voting and dispositive power of 1,632,114 Units
held by EWILP. Mr. Withycombe may also be deemed the beneficial owner with
shared voting and dispositive power of an aggregate of 321,887 Units held by
the EW LPs. Mr. Withycombe is the President and Treasurer of Communities.
In the aggregate, Mr. Withycombe may be deemed to beneficially own 2,726,200
Units, which represents 10.9% of the outstanding Units. Mr. Withycombe has
not effected any transactions involving Units during the past sixty days.
Page 9 of 12
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<PAGE>
EWILP. EWILP directly owns 1,632,114 Units, representing 6.5% of the
outstanding Units. EWILP has not effected any transactions involving Units
during the past sixty days.
EVANS LLC. Evans LLC directly owns 135,550 Units, representing 0.5%
of the outstanding Units. Evans LLC has not effected any transactions involving
Units during the past sixty days.
EWI. EWI, as the general partner of EWILP, may be deemed to
beneficially own the 1,632,114 Units held by EWILP, representing 6.5% of the
outstanding Units. EWI has not effected any transactions involving Units during
the past sixty days.
PAUL R. FANNIN. Mr. Fannin, as the Vice President and Secretary of
the general partner of EWILP, may be deemed the beneficial owner with shared
voting and dispositive power of 1,632,114 Units held by EWILP, representing 6.5%
of the outstanding Units. Mr. Fannin has not effected any transactions
involving Units during the past sixty days.
ARDUTH EVANS. Arduth Evans, as a manager of Evans LLC, may be deemed
the beneficial owner with shared voting and dispositive power of 135,550 Units
held by Evans LLC, representing 0.5% of the outstanding Units. Mrs. Evans may
be deemed to share beneficial ownership with respect to the Units owned by her
husband, Stephen O. Evans. Mrs. Evans disclaims beneficial ownership of such
Units. Mrs. Evans has not effected any transactions involving Units during the
past sixty days.
None of Pamela K. Evans, Matthew S. Evans or Elizabeth C. Evans
(collectively, the "Evans LLC Members") are the beneficial owners of Units.
None of the Evans LLC Members has effected any transactions involving Units
during the past sixty days.
In the aggregate, the Unitholders may be deemed to beneficially own
3,631,649 Units, representing 14.6% of the outstanding Units. Pursuant to
Rule 13d-4, each of the Unitholders disclaims beneficial ownership of any
Units other than his or its own, except that Stephen O. Evans does not
disclaim beneficial ownership of the Units held by Evans LLC and Stephen O.
Evans and F. Keith Withycombe do not disclaim beneficial ownership of the
Units held by EWILP.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The Unitholders have entered into the Voting Agreement and the Unit
Contribution Agreement which are described above in Item 4 of this Schedule 13D
and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 -- Voting Agreement dated August 27, 1997, among Equity
Residential Properties Trust, Stephen O. Evans, F. Keith Withycombe, EW
Investments Limited Partnership and The Evans Family Limited Liability Company
Exhibit 2 -- Schedule 13D Joint Filing Agreement dated September 5,
1997, among Stephen O. Evans, F. Keith Withycombe, EW Investments Limited
Partnership and The Evans Family Limited Liability Company
Exhibit 3 -- Agreement and Plan of Merger dated August 27, 1997,
between Equity Residential Properties Trust and Evans Withycombe Residential,
Inc. (incorporated by
Page 10 of 12
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reference to the Current Report on Form 8-K of Evans Withycombe Residential,
Inc. filed August 29, 1997)
Exhibit 4 -- Unit Contribution Agreement, dated as of August 27,
1997, by and among EQR and Stephen O. Evans, F. Keith Withycombe, EW Investments
Limited Partnership and The Evans Family Limited Liability Company (incorporated
by reference to the Current Report on Form 8-K of Evans Withycombe Residential,
L.P. filed August 29, 1997)
Exhibit 5 -- Asset Contribution Agreement, dated as of August 27,
1997, between Evans Withycombe Residential, L.P. and ERP Operating Limited
Partnership (incorporated by reference to the Current Report on Form 8-K of
Evans Withycombe Residential, L.P. filed August 29, 1997)
Page 11 of 12
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<PAGE>
SIGNATURE
After reasonable 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.
Date: September 5, 1997 STEPHEN O. EVANS
/s/ Stephen O. Evans
----------------------------------------------
Date: September 5, 1997 F. KEITH WITHYCOMBE
/s/ F. Keith Withycombe
----------------------------------------------
Date: September 5, 1997 EW INVESTMENTS LIMITED PARTNERSHIP
By: EW Investments, Inc., its general partner
By: /s/ Stephen O. Evans
---------------------------------------
Name: Stephen O. Evans
Title: Chairman
Date: September 5, 1997 THE EVANS FAMILY LIMITED LIABILITY COMPANY
By: /s/ Stephen O. Evans
-------------------------------------------
Name: Stephen O. Evans
Title: Manager
Page 12 of 12
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<PAGE>
EXHIBIT 1
August 27, 1997
Equity Residential Properties Trust
Two North Riverside Plaza
Chicago, Illinois 60606
Gentlemen:
The undersigned are the owners of shares of common stock of Evans
Withycombe Residential, Inc., a Maryland corporation ("Evans Withycombe"),
and/or units of limited partnership in Evans Withycombe Residential L.P., a
Delaware limited partnership ("Evans Withycombe L.P."), and are providing
this letter agreement in order to induce you to enter into that certain
Agreement and Plan of Merger of even date herewith by and between Equity
Residential Properties Trust ("EQR") and Evans Withycombe (the "Merger
Agreement"). Terms not otherwise defined herein shall have the respective
meanings set forth in the Merger Agreement.
Each of the undersigned hereby agrees that:
1. He will vote all the shares of common stock of Evans Withycombe
("Evans Withycombe Common Shares") owned by him, of record or beneficially,
in favor of the Merger Agreement and Articles of Merger at any meeting of the
shareholders of Evans Withycombe to consider the same.
2. He will vote all the units of limited partnership in Evans
Withycombe L.P. ("Evans Withycombe Units") in favor of the matters described
in the definition of Evans Withycombe Partner Approvals in the Merger
Agreement.
3. He will contribute all Evans Withycombe Units owned by him to ERP
Operating Limited Partnership (the "Contribution") pursuant to the Unit
Contribution Agreement of even date herewith.
4. He will not directly or indirectly encourage, solicit or initiate
discussions or negotiations with any person or entity other than EQR
regarding any Acquisition Proposal.
5. He will cooperate with you and use his best efforts to cause the
conditions to the Merger to be satisfied.
<PAGE>
Notwithstanding the foregoing, the undersigned shall be relieved
of their obligations under this letter agreement if and only to the same
extent Evans Withycombe is relieved from its obligations under Section 4.1 of
the Merger Agreement.
Notwithstanding the foregoing, this letter agreement shall terminate and
the undersigned shall be relieved of their obligations hereunder if either
(a) the Merger Agreement is terminated pursuant to Section 7.1 thereof (other
than as a result of the breach by any of the undersigned of their covenants
hereunder), or (b) subsequent to the adoption of the Merger Agreement by the
shareholders of Evans Withycombe, the Merger Agreement is amended to alter or
change the amount or kind of shares, securities and/or cash to be received in
exchange for Evans Withycombe Common Shares or options to purchase the same,
or any of the terms and conditions of the Merger Agreement are altered or
changed in a manner which would adversely affect the present treatment of
undersigned as shareholders and holders of options to purchase Evans
Withycombe Common Shares or holders of Evans Withycombe Units.
This letter may be executed in one or more counterparts, each of which
shall be deemed an original and all of which shall constitute one and the
same instrument, but only one of which need be produced. References in this
letter to the masculine shall include the neuter.
Very truly yours,
/s/ STEPHEN O. EVANS
----------------------------------
Stephen O. Evans
/s/ F. KEITH WITHYCOMBE
----------------------------------
F. Keith Withycombe
EW INVESTMENTS LIMITED
PARTNERSHIP
By: /s/ STEPHEN O. EVANS
----------------------------------
Its General Partner
THE EVANS FAMILY LIMITED
LIABILITY COMPANY
By: /s/ STEPHEN O. EVANS
----------------------------------
Its Manager
2
<PAGE>
EXHIBIT 2
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the partnership units of Evans Withycombe Residential, L.P.,
dated September 8, 1997, and any further amendments thereto signed by each of
the undersigned shall be filed on behalf of each of them pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Date: September 5, 1997 STEPHEN O. EVANS
/s/ Stephen O. Evans
----------------------------------
Date: September 5, 1997 F. KEITH WITHYCOMBE
/s/ F. Keith Withycombe
----------------------------------
Date: September 5, 1997 EW INVESTMENTS LIMITED PARTNERSHIP
By: EW Investments, Inc.,
its general partner
By: /s/ Stephen O. Evans
-------------------------
Name: Stephen O. Evans
Title: Chairman
Date: September 5, 1997 THE EVANS FAMILY LIMITED LIABILITY
COMPANY
By: /s/ Stephen O. Evans
-------------------------
Name: Stephen O. Evans
Title: Manager
