This document is a copy to the Form 8-K
pursuant to a Rule 201 temporary hardship exemption
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 23, 1997
EVANS WITHYCOMBE RESIDENTIAL, L.P.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-22109 86-0766007
(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (312) 474-1300
6991 EAST CAMELBACK ROAD, SUITE A-200, SCOTTSDALE, ARIZONA 85251
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
1(A) On December 23, 1997, 32 limited partners of Evans
Withycombe Residential, L.P., a Delaware limited
partnership ("EWRLP"), who collectively owned 99.3% or
24,811,438 of the 24,978,056 units of limited partnership
interest in EWRLP ("EWRLP Units") outstanding as of
December 23, 1997 consented to: (a) the contribution of all
of the assets (subject to its liabilities) of EWRLP in
exchange for units of limited partnership interest in ERP
Operating Limited Partnership, an Illinois limited
partnership ("ERP"), (the "Asset Contribution") pursuant to
that certain Asset Contribution Agreement dated August 27,
1997, by and between ERP and EWRLP (the "Asset Contribution
Agreement"); (b) an amendment to the EWRLP Partnership
Agreement dated August 14, 1997 (the "EWRLP Partnership
Agreement"), which among other things, (i) allows Equity
Residential Properties Trust, a Maryland real estate
investment trust ("EQR") and ERP to serve as co-general
partners of EWRLP, (ii) reduces each outstanding EWRLP Unit
equal to the number of EWRLP Units so exchanged multiplied
by 0.5, (iii) eliminates certain restrictions that the
EWRLP Partnership Agreement would place upon EQR and ERP as
co-general partners of EWRLP, (iv) permits the Asset
Contribution, (v) permits the liquidation of EWRLP upon the
terms contained in the Asset Contribution Agreement and
(vi) ratifies the revocation of an amendment adopted on
June 18, 1997, by Evans Withycombe Residential, Inc., a
Maryland real estate investment trust, in its then capacity
as general partner of EWRLP, to Section 11.2 of the EWRLP
Partnership Agreement.
Also on such date, 31 limited partners of EWRLP
contributed an aggregate of 4,234,218 EWRLP Units to ERP in
exchange for an aggregate of 2,117,109 units of limited
partnership interest of ERP. As a result of an amendment
to the EWRLP Partnership Agreement and the merger of Evans
Withycombe Residential, Inc., a Maryland real estate
investment trust into EQR, EQR and ERP became the general
partners of EWRLP.
1(B)SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AS
OF DECEMBER 23, 1997
<TABLE>
<CAPTION>
TITLE OF NAME AMOUNT PERCENT
CLASS AND ADDRESS AND NATURE OF OF
OF BENEFICIAL OWNER BENEFICIAL CLASS
OWNERSHIP
<S> <C> <C> <C>
Limited Equity Residential 3,387,374 Units 80.0%
Partnership Properties Trust of Limited
Interests Two North Riverside Partnership
Plaza Interest
Suit 400
Chicago, Illinois 60606
Limited ERP Operating Limited 846,844 Units 19.3%
Partnership Partnership of Limited
Interests Two North Riverside Partnership
Plaza Interest
Suit 400
Chicago, Illinois 60606
General Equity Residential 42,342 Units 50.0%
Partnership Properties Trust of General
Interests Partnership
Interest
General ERP Operating Limited 42,342 Units 50.0%
Partnership Partnership of General
Interests Partnership
Interest
</TABLE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1 above.
<PAGE>
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.
EVANS WITHYCOMBE RESIDENTIAL, L.P.
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
its General Partner
By: /s/ Shelley L. Dunck
Shelley L. Dunck, Vice President
Dated: December 23, 1997
