<PAGE>
As filed with the Securities and Exchange Commission on May 21, 1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): MAY 15, 1996
EQUITY RESIDENTIAL PROPERTIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 1-12252 36-3877868
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
TWO NORTH RIVERSIDE PLAZA, SUITE 450
CHICAGO, ILLINOIS 60606
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (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 7. Financial Statements, Pro forma Financial Information and Exhibits
<TABLE>
<C> <S>
Exhibit
Number Exhibit
- ------- -------
1 Terms Agreement dated May 15, 1996 which is being filed pursuant
to Regulation S-K, Item 601(b)(1) as an exhibit to the
Registrant's registration statement on Form S-3, file no.
33-96792, and the Registrant's registration statement on Form S-3,
file no. 33-83918, under the Securities Act of 1933, as amended,
and which, as this Form 8-K filing is incorporated by reference in
such registration statements, is set forth in full in such
registration statements.
5 Opinion of Rosenberg & Liebentritt, P.C., which is being filed
pursuant to Regulation 601(b)(5) as an exhibit to the Registrant's
registration statement on Form S-3, file no. 33-96792, and the
Registrant's registration statement on Form S-3, file no. 33-83918
under the Securities Act of 1933, as amended, and which, as this
Form 8-K filing is incorporated by reference in such registration
statements, is set forth in full in such registration statements.
</TABLE>
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.
EQUITY RESIDENTIAL PROPERTIES TRUST
Date: May 21, 1996 By: /s/ Bruce C. Strohm
-------------------------------------
Bruce C. Strohm, Secretary, Executive
Vice President and General Counsel
2
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
(a Maryland real estate investment trust)
COMMON SHARES OF BENEFICIAL INTEREST,
PAR VALUE $.01 PER SHARE
TERMS AGREEMENT
---------------
Dated: May 15, 1996
To: Equity Residential Properties Trust
Two North Riverside Plaza
Chicago, Illinois 60606
Attention:
Ladies and Gentlemen:
We understand that Equity Residential Properties Trust ("EQR") proposes to
issue and sell 2,000,000 of its Common Shares of Beneficial Interest, $.01 par
value per share (the "Common Shares," being collectively hereinafter referred to
as the "Initial Underwritten Securities"). Subject to the terms and conditions
set forth or incorporated by reference herein, Merrill Lynch, Pierce, Fenner &
Smith Incorporated (the "Underwriters") offer to purchase the Initial
Underwritten Securities at the purchase price set forth below and the Option
Securities (as defined in the Purchase Agreement referred to below), to the
extent any are purchased, at the purchase price set forth below. The
Underwritten Securities shall have the following terms:
TITLE OF UNDERWRITTEN SECURITIES: Common Shares of Beneficial Interest
NUMBER OF SHARES: 2,000,000
PAR VALUE: $.01 per share
PURCHASE PRICE PER SHARE: $30.50
NUMBER OF OPTION SECURITIES, IF ANY, THAT MAY BE PURCHASED BY THE UNDERWRITER:
300,000
DELAYED DELIVERY CONTRACTS: not authorized
OTHER TERMS: The Common Shares may be offered to the public by the Underwriter
from time to time in one or more transactions on the NYSE or otherwise, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices, but in no event at less than
$31.00 per Common Share. Payment to be made to EQR by wire transfer of
immediately available federal funds to an account specified by EQR on the
closing date set forth below. EQR will not, between the date hereof and the
date which is 30 days from the date hereof, without your prior written consent,
offer or sell, grant any option for the sale of, or enter into any agreement to
sell, any Common Shares or securities ranking on a parity with, or convertible
into, Common Shares (except for Common Shares or securities convertible into
Common Shares issued pursuant to transactions exempt from registration under the
1933 Act, reservations, acquisition agreements, employee benefit plans, dividend
reinvestment plans, or employee and trustee share options plans) in the United
States.
CLOSING DATE AND LOCATION: May 21, 1996, Rosenberg & Liebentritt, P.C., Two
North Riverside Plaza, Suite 1515, Chicago, Illinois 60606.
<PAGE>
All the provisions contained in the document attached as Annex A hereto
entitled "Equity Residential Properties Trust (a Maryland real estate investment
trust) -- Common Shares of Beneficial Interest, Preferred Shares of Beneficial
Interest and Depositary Shares -- Purchase Agreement" dated November 1, 1995
(the "Purchase Agreement") are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined. In addition, the
Purchase Agreement shall hereby be amended as follows:
Section 1(a)(iv) shall be amended by deleting the reference to "Grant
Thornton LLP" in its entirety and capitalizing the "t" in the word "the"
immediately following such reference.
Sections 5(d) and 5(e) shall each be amended by deleting the reference to
"Grant Thornton LLP" in its entirety and inserting in lieu thereof, "the
Company's independent public accountants."
Please accept this offer no later than six o'clock P.M. (New York City time)
on May 15, 1996 by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Andrew J. Jonas
-----------------------
Name: Andrew J. Jonas
Title: Vice President
Accepted:
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
for itself and as the general partner of ERP Operating
Limited Partnership
By: /s/ David Neithercut
----------------------------------
Name: David Neithercut
Title: Executive Vice President
Chief Financial Officer
<PAGE>
May 21, 1996
Board of Trustees
Equity Residential Properties Trust
Two North Riverside Plaza
Suite 450
Chicago, Illinois 60606
Ladies and Gentlemen:
We are acting as counsel to Equity Residential Properties Trust, a Maryland
real estate investment trust (the "Company"), in connection with its
registration statements on Form S-3 (collectively, the "Registration Statement")
previously declared effective by the Securities and Exchange Commission relating
to (a) the proposed public offering of up to $500,000,000 in aggregate amount of
its common shares of beneficial interest, $.01 par value per share ("Common
Shares") and one or more series of its (i) preferred shares of beneficial
interest, $.01 par value per share (the "Preferred Shares") and (ii) depositary
shares representing fractional interests in Preferred Shares (SEC File No. 33-
96792) (the "Depositary Shares" and, together with the Preferred Shares and
Common Shares, the "Securities") and (b) the proposed public offering of
5,000,000 Common Shares, (SEC File No. 33-83918) all of which Securities may be
offered and sold by the Company from time to time as set forth in the prospectus
which forms a part of the Registration Statement (the "Prospectus"), and as to
be set forth in one or more supplements to the Prospectus (each, a "Prospectus
Supplement"). This opinion letter is rendered in connection with the proposed
public offering of up to an aggregate of 2,300,000 Common Shares (the "Shares")
as described in a Prospectus Supplement dated May 15, 1996. This opinion letter
is furnished to you at your request to enable the Company to continue to fulfill
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
(S)229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Amended and Restated Declaration of Trust, as amended, of the
Company (the "Declaration of Trust"), as certified by the Secretary of
the Company on the date hereof as then being complete, accurate and in
effect.
<PAGE>
Board of Trustees
Equity Residential Properties Trust
May 21, 1996
Page 2
3. The Amended and Restated Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as then being complete,
accurate and in effect.
4. Resolutions of the Board of Trustees of the Company adopted on
September 7, 1994 and September 8, 1995 relating to the filing of the
Registration Statement and related matters, and on May 10, 1996, and
by the Pricing Committee of the Board of Trustees on May 15, 1996,
relating to the offering of the Shares, as certified by the Secretary
of the Company on the date hereof as then being complete, accurate and
in effect.
5. Executed copies of the Purchase Agreement, dated November 1, 1995,
among the Company, ERP Operating Limited Partnership, and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and the Terms Agreement,
dated May 15, 1996, among the Company, ERP Operating Limited
Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(collectively, the "Underwriting Agreement").
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents, and the conformity to authentic original documents of
all documents submitted to us as certified, telecopied, photostatic, or
reproduced copies. This opinion letter is given, and all statements herein are
made, in the context of the foregoing.
We call your attention to the fact that our firm only requires lawyers to
be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no opinion with respect to any laws relevant to
this opinion other than the laws and regulations identified herein. With
respect to the opinions below that relate to the laws of the State of Maryland,
with your consent, we rely solely on the opinion of Hogan & Hartson L.L.P., a
copy of which is attached hereto as Exhibit A.
Based upon, subject to and limited by the foregoing, we are of the opinion
that, as of the date hereof, following issuance of the Shares pursuant to the
terms of the Underwriting Agreement and receipt by the Company of the
consideration for the Shares specified in the resolutions of the Board of
Trustees and the Pricing Committee referred to above, the Shares will be validly
issued, fully paid and nonassessable under the Maryland REIT Statute.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing by the Company of a
Current Report on Form 8-K on the date of this
<PAGE>
Board of Trustees
Equity Residential Properties Trust
May 21, 1996
Page 3
opinion letter, which Form 8-K will be incorporated by reference into the
Registration Statement. This opinion letter should not be quoted in whole or in
part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent (i) to be named in the Registration Statement, and in the
Prospectus, as attorneys who will pass upon the legality of the Securities to be
sold thereunder and (ii) to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
ROSENBERG & LIEBENTRITT, P.C.
By: ___________________________________
Vice President
<PAGE>
EXHIBIT A
---------
May 21, 1996
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1515
Chicago, Illinois 60606
Ladies and Gentlemen:
We are acting as special Maryland counsel to Equity Residential
Properties Trust, a Maryland real estate investment trust (the "Company"), in
connection with its registration statements on Form S-3 (file nos. 33-83918 and
33-96792) (the "Registration Statements") previously declared effective by the
Securities and Exchange Commission relating to the proposed public offering of
securities of the Company that may be offered and sold by the Company from time
to time as set forth in the prospectus which forms a part of the Registration
Statements (the "Prospectus"), and as to be set forth in one or more supplements
to the Prospectus (each, a "Prospectus Supplement"). This opinion letter is
rendered in connection with the proposed public offering of up to 2,300,000
common shares of beneficial interest, $.01 par value (the "Common Shares") as
described in a Prospectus Supplement dated May 15, 1996. This opinion letter is
furnished to you at your request to enable the Company to continue to fulfill
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S)
229.601(b)(5), in connection with the Registration Statements.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of each of the Registration Statements.
2. The Amended and Restated Declaration of Trust, as amended, of the
Company (the "Declaration of Trust"), as certified by the
Maryland State Department of Assessments and Taxation on May 17,
1996 and the Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
<PAGE>
Rosenberg & Liebentritt, P.C.
May 21, 1996
Page 2
3. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
4. Resolutions of the Board of Trustees of the Company adopted on
September 7, 1994, September 8, 1995 and May 10, 1996, relating
to the filing of the Registration Statements and related matters,
and by the Pricing Committee of the Board of Trustees on May 15,
1996, relating to the offering of the Common Shares, as certified
by the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
5. Executed copies of the Purchase Agreement dated November 1, 1995
and the Terms Agreement dated May 15, 1996, among the Company,
ERP Operating Limited Partnership and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (collectively, the "Underwriting
Agreement").
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents and the conformity to authentic original documents of all
documents submitted to us as copies (including telecopies). This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on Title 8 of
the Corporation and Associations Article of the Annotated Code of Maryland (the
"Maryland REIT Statute"). We express no opinion herein as to any other laws,
statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following issuance of the Common Shares pursuant to the terms of
the Underwriting Agreement and receipt by the Company of the consideration for
the Common Shares specified in the resolutions of the Board of Trustees and the
Pricing Committee referred to above, the Common Shares will be validly issued,
fully paid and nonassessable under the Maryland REIT Statute.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing by the Company of a
Current Report on Form 8-K on the date of this opinion letter, which Form 8-K
will be incorporated by reference into the Registration Statement. This opinion
letter should not be quoted in whole or in part or otherwise be referred to, nor
filed with or furnished to any governmental agency or other person or entity,
without the prior written consent of this firm.
<PAGE>
Rosenberg & Liebentritt, P.C.
May 21, 1996
Page 3
We hereby consent to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
HOGAN & HARTSON L.L.P.
