<PAGE>
As filed with the Securities and Exchange Commission on June 26, 1996
File No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITY RESIDENTIAL PROPERTIES TRUST
(Exact name of Registrant as specified in its charter)
Maryland 36-3877868
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation of Organization)
Two North Riverside Plaza, Suite 450, Chicago, Illinois 60606 (312) 474-1300
(Address of Principal Executive Offices)
EQUITY RESIDENTIAL PROPERTIES TRUST
SECOND AMENDED AND RESTATED 1993 SHARE OPTION AND SHARE AWARD PLAN
(Full Title of the Plan)
Douglas Crocker II
President and Chief Executive Officer
Two North Riverside Plaza, Suite 450
Chicago, Illinois 60606
(Name and Address of Agent for Service)
(312) 474-1300
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Sheli Z. Rosenberg, Esq.
Ruth Pinkham Haring, Esq.
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza, Suite 1515
Chicago, Illinois 60606
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Maximum Proposed Maximum
Amount to be Aggregate Price Aggregate Amount of
Title of Securities to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial Interest,
$.01 par value ...................... 3,600,000(2) $32.875 $65,750,000 $ 22,672.58(2)
=================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the amount of the registration
fee based upon the average high and low prices reported for such shares on
the New York Stock Exchange on June 19, 1996, pursuant to Rule 457(h)(1).
(2) 1,600,000 Common Shares of Beneficial Interest of the Registrant (the
"Common Shares") have previously been registered with the Securities and
Exchange Commission pursuant to an effective Registration Statement on Form
S-8. The amount of the registration fee, therefore, relates to only those
additional 2,000,000 Common Shares being registered pursuant hereto.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by the Registrant
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this Registration Statement and shall be deemed to be a part
hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1995;
(b) Quarterly Report on Form 10-Q for the quarterly period ending March 31,
1994;
(c) Current Reports on Form 8-K dated September 21, 1995 (as amended by
Forms 8-K/A filed on October 25, 1995 and October 30, 1995, respectively),
January 22, 1996, January 25, 1996, February 5, 1996, March 1, 1996, May 15,
1996, May 23, 1996 and May 24, 1996 and the Company's Current Report on Form
8-K/A dated March 1, 1996; and
(d) Report on Form 8-A dated June 25, 1994 (File No. 1-12252).
All documents subsequently filed by the Registrant with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Sheli Z. Rosenberg, the Chairman of the Board of Rosenberg & Liebentritt,
P.C., is a trustee of the Company. The Company incurred legal fees to Rosenberg
& Liebentritt, P.C. of approximately $1.031 million in 1995 and, through May 31,
1996, approximately $250,000 in 1996. Attorneys for Rosenberg & Liebentritt,
P.C. beneficially own less than 1% of the outstanding Common Shares, either
directly or upon the exercise of options.
Item 6. Indemnification of Directors and Officers.
Under Maryland law, a real estate investment trust formed in Maryland is
permitted to eliminate, by provision in its declaration of trust, the liability
of trustees and officers to the trust and its shareholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) acts or omissions established by a
final judgment as involving active and deliberate dishonesty and being material
to the matter giving rise to the proceeding. The Registrant's declaration of
trust includes such a provision eliminating such liability to the maximum extent
permitted by Maryland law.
The Maryland REIT Law, effective October 1, 1994, permits a Maryland real
estate investment trust to indemnify and advance expenses to its trustees,
officers, employees and agents to the same extent as permitted by the Maryland
General Corporate Law ("MGCL") for directors and officers of Maryland
corporations. In accordance with the MGCL, the Registrant's bylaws require it to
indemnify (a) any present or former trustee, officer or shareholder or any
individual who, while a trustee, officer or shareholder, served or is serving as
a trustee, officer, director, shareholder or partner of another entity at the
Registrant's express request who has been successful, on the merits or
otherwise, in the defense of a proceeding to which he was made a party by reason
of service in such capacity, against reasonable expenses incurred by him in
connection with the proceeding, (b) any present or former trustee or officer or
any individual who, while a trustee or officer served or is serving as a
trustee, officer, director, shareholder or partner of another entity at the
Registrant's express request against any claim or liability to which he may
become subject by reason of service in such capacity unless it is established
that (i) his act or omission was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty, (ii) he actually received an improper personal benefit in
money, property or services or (iii) in the case of a criminal
II-1
<PAGE>
proceeding, he had reasonable cause to believe that his act or omission was
unlawful and (c) any present or former shareholder against any claim or
liability to which he may become subject by reason of such status. In
addition, the Registrant's bylaws require it to pay or reimburse, in
advance of final disposition of a proceeding, reasonable expenses incurred
by a present or former trustee, officer or shareholder or any individual
who, while a trustee, officer or shareholder, served or is serving as a
trustee, officer, director, shareholder or partner of another entity at the
Registrant's express request made a party to a proceeding by reason of such
status, provided that, in the case of a trustee or officer, the Registrant
shall have received (1) a written affirmation by such person of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the Registrant as authorized by the bylaws and (2) a
written undertaking by or on his behalf to repay the amount paid or
reimbursed by the Registrant if it shall ultimately be determined that the
applicable standard of conduct was not met. The Registrant's bylaws also
(x) permit the Registrant to provide indemnification or payment or
reimbursement of expenses to a present or former trustee, officer or
shareholder who served a predecessor of the Registrant and to any employee
or agent of the Registrant or a predecessor of the Registrant (y) provide
that any indemnification or payment or reimbursement of the expenses
permitted by the bylaws shall be furnished in accordance with the
procedures provided for indemnification and payment or reimbursement of
expenses under Section 2-418 of the MGCL for directors of Maryland
corporations and (z) permit the Registrant to provide to the trustees and
officers such other and further indemnification or payment or reimbursement
of expenses to the fullest extent permitted by Section 2-418 of the MGCL
for directors of Maryland corporations.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act") may be permitted
to trustees and officers of the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that, although the
validity and scope of the governing statute have not been tested in court,
in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In addition, indemnification may be limited by state securities laws.
The partnership agreements of the Operating Partnership, of which the
Registrant is the general partner, and Equity Residential Properties
Management Limited Partnership (the "Management Partnership") of which the
Operating Partnership is general partner, also provide for indemnification
of the Registrant and its officers and trustees to the same extent
indemnification is provided to officers and trustees of the Registrant in
its declaration of trust, and limit the liability of the Registrant and its
officers and trustees to the Operating Partnership and the Management
Partnership and their respective partners to the same extent the liability
of the officers and trustees of the Registrant to the Registrant and its
shareholders is limited under the Registrant's declaration of trust.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of Offered Shares (if the total dollar
value of Offered Shares would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of the prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
II-2
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in this registration statement;
provided, however, that subparagraphs (i) and (ii) above do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports
filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities and Exchange Act of
1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
Offered Shares offered herein, and the offering of such Offered
Shares at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the Offered Shares being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in this registration statement shall be deemed to be a new
registration statement relating to the Offered Shares offered herein, and
the offering of such Offered Shares at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to existing provisions or
arrangements whereby the registrant may indemnify a trustee, officer or
controlling person of the registrant against liabilities arising under the
Securities Act of 1933, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a trustee, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding)
is asserted by such trustee, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on June 26, 1996.
EQUITY RESIDENTIAL PROPERTIES TRUST
By: /s/ Douglas Crocker II
------------------------------------------------------
Douglas Crocker II, President, Chief Executive Officer
and Trustee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Douglas Crocker II and Sheli Z.
Rosenberg, or either of them, his attorneys-in-fact and agents, with full power
of substitution and resubstitution for him in any and all capacities, to sign
any or all amendments or post-effective amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith or in connection with the registration of the Securities
under the Exchange Act, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary in connection
with such matters as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that each of such attorneys-in-
fact and agents or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Name Title Date
- --------------------------- ------------------------------------ -------------
<S> <C> <C>
/s/ Samuel Zell Chairman of the Board of Trustees June 26, 1996
- ---------------------------
Samuel Zell
/s/ Douglas Crocker II President, Chief Executive Officer June 26, 1996
- --------------------------- and Trustee
Douglas Crocker II
/s/ David J. Neithercut Executive Vice President and Chief June 26, 1996
- --------------------------- Financial Officer
David J. Neithercut
/s/ Michael J. McHugh Senior Vice President, Chief June 26, 1996
- --------------------------- Accounting Officer and Treasurer
Michael J. McHugh
/s/ Gerald A. Spector Trustee June 26, 1996
- ---------------------------
Gerald A. Spector
Trustee June 26, 1996
- ---------------------------
Sheli Z. Rosenberg
/s/ James D. Harper, Jr. Trustee June 26, 1996
- ---------------------------
James D. Harper, Jr.
/s/ Errol R. Halperin Trustee June 26, 1996
- ---------------------------
Errol R. Halperin
/s/ John Alexander Trustee June 26, 1996
- ---------------------------
John Alexander
/s/ Barry S. Sternlicht Trustee June 26, 1996
- ---------------------------
Barry S. Sternlicht
/s/ B. Joseph White Trustee June 26, 1996
- ---------------------------
B. Joseph White
/s/ Henry H. Goldberg Trustee June 26, 1996
- ---------------------------
Henry H. Goldberg
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Exhibit
Number Description
------- -----------
<S> <C> <C>
4.1 * Amended and Restated
Declaration of Trust, as amended
4.2 ** Amended and Restated Bylaws
4.3 *** Form of Equity Residential Properties
Trust Second Amended and
Restated 1993 Share Option and
Share Award Plan
5 Opinion of Rosenberg &
Liebentritt, P.C.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Rosenberg &
Liebentritt, P.C. (included in
Exhibit 5)
24 Power of Attorney (filed as
part of the signature page to
the Registration Statement)
</TABLE>
- ---------------------------
* Included as an exhibit to the Registrant's Form 10-Q for the six and
three month periods ended June 30, 1995, and incorporated herein by
reference.
** Included as an exhibit to the Registrant's Form S-11 Registration
Statement, File No. 33-63158, and incorporated herein by reference.
*** Included as Exhibit B to the Registrant's Proxy Statement relating to
the Registrant's 1996 Annual Meeting of Shareholders, File No. 1-12252.
II-5
<PAGE>
312.466.3456 312.454.0335
[Letterhead of Rosenberg & Liebentritt, p.c.]
June 26, 1996
Board of Trustees
Equity Residential Properties Trust
Two North Riverside Plaza
Suite 450
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as counsel for Equity Residential Properties Trust, a
Maryland real estate investment trust (the "Company"), in connection with the
proposed issuance by the Company of awards of, or options to purchase, 3,600,000
common shares of beneficial interest of the Company, $0.01 par value per share
(the "Common Shares"), in connection with the adoption by the Company of the
Equity Residential Properties Trust Second Amended and Restated 1993 Share
Option and Share Award Plan (the "Plan"), 1,600,000 of which Common Shares have
been registered previously and 2,000,000 of which Common Shares are currently
being registered pursuant to the filing of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended,
with the Securities and Exchange Commission. This opinion letter is furnished to
you at your request to enable the Company 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 of the Company.
3. The Amended and Restated Bylaws of the Company.
4. The Plan.
5. Certain minutes or unanimous written consents of the Board of Trustees
and the shareholders of the Company relating to the Plan.
6. The forms of option agreements (the "Option Agreements") and Share
Awards (as defined in the Plan).
7. Such other records, certificates, documents and matters of law as we
have deemed necessary to render this opinion.
<PAGE>
Board of Trustees
Equity Residential Properties Trust
June 26, 1996
Page 2
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all document 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.
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
opinions set forth herein, 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 opinion below that relates 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, when issued in accordance with the terms of the Plan, and, with respect to
Share Awards, subject to the forfeiture provisions set forth in Section 5 of the
Plan, the Common Shares will be validly issued, fully paid and nonassessable
under Title 8 of the Corporation and Associations Article of the Annotated Code
of Maryland.
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 of the Registration
Statement on the date of this opinion letter and 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 to the filing of this opinion letter as Exhibit 5 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.
/s/ Ruth Pinkham Haring
---------------------------
Vice President
<PAGE>
EXHIBIT A
---------
June 26, 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 statement on Form S-8 (the "Registration
Statement"), filed with the Securities and Exchange Commission relating to
3,600,000 shares of the Company's common shares of beneficial interest, par
value $.01 per share (the "Shares"), issuable in connection with the Company's
Second Amended and Restated 1993 Share Option and Share Award Plan (the "1993
Option Plan"). This opinion letter is furnished to you at your request to
enable the Company 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. A 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
Maryland State Department of Assessments and Taxation on May 17,
1996 and the Assistant Secretary of the Company on the date
hereof as being complete, accurate and in effect.
3. The Amended and Restated Bylaws of the Company, as certified by
the Assistant Secretary of the Company on the date hereof as
being complete, accurate and in effect.
4. Resolutions of the Board of Trustees of the Company as certified
by the Assistant Secretary of the Company on the date hereof as
being complete, accurate and in effect, approving and adopting
the 1993 Option Plan.
<PAGE>
Rosenbert & Liebentritt, P.C.
June 26, 1996
Page 2
5. A Certificate of the Assistant Secretary of the Company
certifying as of the date hereof that the adoption of the 1993
Option Plan was approved by the shareholders of the Company at
the Annual Meeting of Shareholders held on May 10, 1996.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, 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, when issued in accordance with the terms of the 1993 Option Plan,
and, with respect to Share Awards (as defined in the 1993 Option Plan), subject
to the forfeiture provisions set forth in Section 5 of the 1993 Option Plan, 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 of the Registration
Statement on the date of this opinion letter and 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 to the filing of this opinion letter as Exhibit 5 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,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our reports dated February 14, 1996 (except for Note 20, as to
which the date is March 14, 1996) accompanying the consolidated and combined
financial statements and schedule of Equity Residential Properties Trust and
Predecessor Business as of December 31, 1995 and 1994 and for each of the three
years in the period ended December 31, 1995. We have also issued our report
dated October 4, 1995 accompanying the Combined Statement of Revenue and Certain
Expenses of the 1995 Most Recent Acquired Properties for the year ended December
31, 1994 included in the Current Report of Equity Residential Properties Trust
on Form 8-K/A, as amended, dated September 21, 1995. We consent to the
incorporation by reference of the above reports in the Registration Statement of
Equity Residential Properties Trust on Form S-8.
GRANT THORNTON LLP
Chicago, Illinois
June 26, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference of our report dated May 17, 1996
with respect to the Combined Statement of Revenue and Certain Expenses of the
1996 Acquired Properties and Probable Properties for the year ended December 31,
1995 in the Current Report of Equity Residential Properties Trust on Form 8-K,
dated May 23, 1996, in the Registration Statement on Form S-8 related to Equity
Residential Properties Trust Second Amended and Restated 1993 Share Option and
Share Award Plan.
Ernst & Young LLP
Chicago, Illinois
June 26, 1996
