As filed with the Securities and Exchange Commission on November 3, 1998
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): October 19, 1998
MERRY LAND LLC
(Successor by merger to Merry Land & Investment Company, Inc., a Georgia
corporation. Exact Name of Registrant as Specified in Charter)
GEORGIA 001-11081 58-2419946
(State or other (Commission File Number) (IRS Employer Identification
Jurisdiction of 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
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On October 19, 1998, Merry Land & Investment Company, Inc., a
Georgia corporation ("Merry Land") merged into Merry Land LLC, a Georgia
limited liability company ("Merry Land LLC"), see Item 2 below. On October
22, 1998, Equity Residential Properties Trust, a Maryland real estate
investment trust ("EQR"), contributed its 99% membership interest in Merry
Land LLC to ERP Operating Limited Partnership, an Illinois limited
partnership ("ERP") in exchange for units of limited partnership interest
in ERP.
(b) none.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 19, 1998, Merry Land's multifamily property business was
merged into Merry Land LLC. In the merger, Merry Land LLC acquired all of
Merry Land's assets and liabilities. On October 19, 1998, Merry Land's
assets included 118 apartment properties. In the merger, shareholders of
Merry Land received shares of Merry Land Merger Subsidiary, Inc., a
Maryland corporation ("Merger Sub"), on a one for one basis. Thereafter,
Merger Sub merged with and into EQR. By virtue of the merger transactions,
Merry Land LLC became a subsidiary of EQR.
ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Incorporated by reference to EQR's Proxy Statement dated
September 14, 1998 relating to the Special Meeting of
Shareholders of EQR held on October 15, 1998, which was part of
EQR's registration statement on Form S-4/A (SEC File 333-61449).
(B) PRO FORMA FINANCIAL INFORMATION
Incorporated by reference to EQR's Proxy Statement dated
September 14, 1998 relating to the Special Meeting of
Shareholders of EQR held on October 15, 1998, which was part of
EQR's registration statement on Form S-4/A (SEC File 333-61449).
(C) EXHIBITS
Agreement and Plan of Merger, dated July 8, 1998, by and between
Equity Residential Properties Trust and Merry Land & Investment
Company, Inc., as amended by the First Amendment to Agreement and
Plan of Merger dated September 4, 1998 (incorporated by reference
to Appendix A of EQR's Proxy Statement dated September 14, 1998
relating to the Special Meeting of Shareholders of EQR held on
October 15, 1998, which was part of EQR's registration statement
on Form S-4/A (SEC File No. 333-61449)).
<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.
MERRY LAND LLC
By: ERP OPERATING LIMITED
PARTNERSHIP, its member-manager
By: EQUITY RESIDENTIAL PROPERTIES
TRUST, its general partner
By: /S/ MICHAEL J. MCHUGH
Michael J. McHugh, Executive Vice President, Chief Accounting Officer
and Treasurer
Dated: November 3, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
2.1 Agreement and Plan of Merger, dated July 8, 1998, by and between
Equity Residential Properties Trust and Merry Land & Investment
Company, Inc., as amended by the First Amendment to Agreement and
Plan of Merger, dated as of September 4, 1998 (incorporated by
reference to Appendix A of EQR's Proxy Statement dated September
14, 1998 relating to the Special Meeting of Shareholders of EQR
held on October 15, 1998 which was part of EQR's registration
statement on Form S-4/A (SEC No. 333-61449)).
