<PAGE>
As filed with the Securities and Exchange Commission on September 9, 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): SEPTEMBER 4, 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 400
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
Exhibit
Number Exhibit
------ -------
1 Terms Agreement dated September 4, 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, under the Securities Act of 1933,
as amended, and which, as this Form 8-K filing is
incorporated by reference in such registration statement,
is set forth in full in such registration statement.
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, under the Securities Act of 1933, as amended, and
which, as this Form 8-K filing is incorporated by reference
in such registration statement, is set forth in full in
such registration statement.
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: September 9, 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)
Depositary Shares Each Representing 1/10 of a 9-1/8% Series C Cumulative
Redeemable Preferred Share of Beneficial Interest (Par Value $.01 Per Share)
(Liquidation Preference Equivalent to $25.00 Per Depositary Share)
TERMS AGREEMENT
---------------
Dated: September 4, 1996
To: Equity Residential Properties Trust
ERP Operating Limited Partnership
Two North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We (the "Representatives") understand that Equity Residential
Properties Trust ("EQR") proposes to issue and sell interests in 9-1/8% Series C
Cumulative Redeemable Preferred Shares of Beneficial Interest ("Series C
Preferred Shares") in the form of depositary shares (the "Depositary Shares")
represented by depositary receipts (the "Depositary Receipts") (the Depositary
Shares and Depositary Receipts collectively hereinafter referred to as the
"Underwritten Securities"). Subject to the terms and conditions set forth or
incorporated by reference herein, the underwriters named below (the
"Underwriters") offer to purchase, severally and not jointly, the respective
numbers of Initial Underwritten Securities (as defined in the Purchase Agreement
referred to below) set forth below opposite their respective names, and a
proportionate share of Option Securities (as defined in the Purchase Agreement
referred to below) to the extent any are purchased, at the purchase price per
Depositary Share set forth below.
<TABLE>
<CAPTION>
Number of Shares of Initial
Underwriter Underwritten Securities
----------- -----------------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 670,000
Smith Barney Inc. 670,000
A.G. Edwards & Sons, Inc. 670,000
Lehman Brothers Inc. 670,000
Prudential Securities Incorporated 670,000
Alex. Brown & Sons Incorporated 50,000
Cowen & Company 50,000
Dain Bosworth Incorporated 50,000
EVEREN Securities, Inc. 50,000
The Ohio Company 50,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of Initial
Underwriter Underwritten Securities
----------- -----------------------
<S> <C>
Oppenheimer & Co., Inc. 50,000
Piper Jaffray Inc. 50,000
Principal Financial Securities, Inc. 50,000
Rauscher Pierce Refsnes, Inc. 50,000
Raymond James & Associates, Inc. 50,000
The Robinson-Humphrey Company, Inc. 50,000
Tucker Anthony Incorporated 50,000
US Clearing Corp. 50,000
---------
Total 4,000,000
=========
</TABLE>
The Underwritten Securities shall have the following terms:
Depositary Shares
TITLE OF SECURITIES: Depositary Shares
NUMBER OF SHARES: 4,000,000
FRACTIONAL AMOUNT OF PREFERRED SHARES REPRESENTED BY EACH DEPOSITARY SHARE:
1/10 of a Series C Preferred Share deposited with The First National Bank of
Boston, as Depositary, entitling the holder to all proportional rights and
preferences of the Series C Preferred Shares (including distribution, voting,
redemption and liquidation rights and preferences).
CURRENT RATINGS: Moody's "baa3," S&P "BBB-," and Duff & Phelps "BBB."
DISTRIBUTION RATE: $2.28125 per annum, (representing 9-1/8% of the public
offering price per Depositary Share) payable quarterly on or about the 15th day
of January, April, July and October of each year, commencing on October 15,
1996.
PAR VALUE: $.01 per Series C Preferred Share.
LIQUIDATION PREFERENCE: $250 per Series C Preferred Share (equivalent to $25
per Depositary Share), plus accrued and unpaid distributions.
RANKING: With respect to the payment of distributions and amounts upon
liquidation, the Series C Preferred Shares will rank pari passu with any other
preferred shares and will rank senior to the Common Shares and any other shares
of beneficial interest of the Company ranking junior to the Series C Preferred
Shares.
PUBLIC OFFERING PRICE PER DEPOSITARY SHARE: $25, plus accumulated
distributions, if any, from September 9, 1996.
PURCHASE PRICE PER DEPOSITARY SHARE: $24.2125, plus accumulated distributions,
if any, from September 9, 1996.
CONVERSION PROVISIONS: Not convertible into or exchangeable for any other
property or securities of the Company.
REDEMPTION PROVISIONS: The Series C Preferred Shares are not redeemable prior
to September 9, 2006; on or after September 9, 2006, they are redeemable for
cash at the option of the Company, in whole or in part, at $250.00 per share,
plus distributions accrued and unpaid to the redemption date. The redemption
price (other than the portion thereof consisting of accrued and unpaid
distributions) is payable solely out of the sale proceeds of other shares of
beneficial interest of the Company which may include series of preferred shares,
and from no other source. However, the Company may redeem Series C Preferred
-2-
<PAGE>
Shares in certain circumstances relating to the maintenance of its ability to
qualify as a REIT for Federal income tax purposes.
NUMBER OF OPTION SECURITIES, IF ANY, THAT MAY BE PURCHASED BY THE UNDERWRITERS:
600,000.
DELAYED DELIVERY CONTRACTS: not authorized
ADDITIONAL CO-MANAGERS, IF ANY: Smith Barney Inc., A.G. Edwards & Sons, Inc.,
Lehman Brothers Inc. and Prudential Securities Incorporated.
OTHER TERMS: Voting Rights: If distributions on the Series C Preferred Shares
are in arrears for six or more quarterly periods, holders of the Depositary
Shares, voting separately as a class with all other series of preferred shares
upon which like voting rights have been conferred and are exercisable, will be
entitled to vote for the election of two additional Trustees to serve on the
Board of Trustees of the Company until all distribution arrearages are
eliminated.
CLOSING DATE AND LOCATION: September 9, 1996, Rosenberg & Liebentritt, P.C.,
Two North Riverside Plaza, Suite 1515, Chicago, Illinois 60606.
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" (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.
-3-
<PAGE>
Please accept this offer no later than five o'clock P.M. (New York City
time) on September 4, 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
SMITH BARNEY INC.
A.G. EDWARDS & SONS, INC.
LEHMAN BROTHERS INC.
PRUDENTIAL SECURITIES INCORPORATED
For themselves and as Representatives of the
several Underwriters named above
By: 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/ Michael J. McHugh
----------------------------
Name: Michael J. McHugh
Title: Senior Vice President, Chief Accounting
Officer and Treasurer
-4-
<PAGE>
ROSENBERG & LIEBENTRITT, P.C. LETTERHEAD
September 9, 1996
Equity Residential Properties Trust
Board of Trustees
Two North Riverside Plaza
Suite 400
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 statement on Form S-3, as amended (the "Registration Statement"),
filed with the Securities and Exchange Commission relating to the proposed
public offering of up to $500,000,000 in aggregate amount of its common shares
of beneficial interest, $0.01 par value ("Common Shares"), and one or more
series of its (i) preferred shares of beneficial interest, $0.01 par value (the
"Preferred Shares"), and (ii) depositary shares representing fractional
interests in Preferred Shares (the "Depositary Shares" and, together with the
Preferred Shares and the Common Shares, the "Securities"), including the
proposed public offering of up to 4,600,000 of the Company's Depositary Shares,
each representing a 1/10 fractional interest in a share of the Company's 9 1/8%
Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, par
value $0.01 per share (liquidation preference $250.00 per share) (liquidation
preference equivalent to $25.00 per Depositary Share) (the "Series C Preferred
Shares"), all of which Depositary Shares are to be sold by the Company as set
forth in the prospectus, dated January 22, 1996, which forms a part of the
Registration Statement (the "Prospectus"), and as set forth in the Prospectus
Supplement, dated September 4, 1996, relating to the Depositary Shares
representing the Series C Preferred Shares (the "Prospectus Supplement"). 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)(b), 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 and
supplemented, 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>
Equity Residential Properties Trust
Board of Trustees
September 9, 1996
Page 2
3. The Articles Supplementary to the Declaration of Trust relating to the
Series C Preferred Shares as filed with the Maryland State Department
of Assessments and Taxation (the "SDAT") on September 9, 1996
("Articles Supplementary").
4. 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.
5. Executed copies of the Purchase Agreement dated November 1, 1995 among
the Company, ERP Operating Limited Partnership and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the Terms
Agreement dated September 4, 1996 among the Company, ERP Operating
Limited Partnership, Merrill Lynch, Pierce, Fenner and Smith
Incorporated, Smith Barney Inc., A.G. Edwards & Sons, Inc., Lehman
Brothers Inc. and Prudential Securities Incorporated (collectively,
the "Underwriting Agreement").
6. The Deposit Agreement dated September 9, 1996 (the "Deposit
Agreement") between the Company and The First National Bank of Boston
(the "Depositary").
7. Resolutions of the Board of Trustees of the Company adopted on
September 8, 1995, relating to the filing of the Registration
Statement and on July 31, 1996 relating to the issuance of the Series
C Preferred Shares and resolutions adopted by the Pricing Committee of
the Board of Trustees of the Company on September 4, 1996 relating to
the designation and issuance of the Series C Preferred Shares and the
issuance and sale of the Depositary Shares underlying the Series C
Preferred Shares and arrangements in connection therewith, as
certified by the Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
We have not, except as specifically identified above, made any independent
review or investigation of factual or other matters, including the organization,
existence, good standing, assets, business or affairs of the Company. In our
examination of the aforesaid documents, we have assumed the genuiness 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.
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
<PAGE>
Equity Residential Properties Trust
Board of Trustees
September 9, 1996
Page 3
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 following (i) execution and delivery of the depositary receipts
representing the Depositary Shares in the form contemplated and authorized by
the Deposit Agreement, (ii) issuance of the Series C Preferred Shares pursuant
to the terms of the Deposit Agreement and the Underwriting Agreement, (iii)
receipt by the Company of the consideration for the Depositary Shares specified
in the resolutions of the Board of Trustees and the Pricing Committee referred
to above and the Underwriting Agreement, and (iv) due execution and filing of
the Articles Supplementary with the Maryland State Department of Assessments and
Taxation, the Series C Preferred Shares will be validly issued, fully paid and
nonassessable under the Maryland REIT Statute, and the Depositary Shares will
represent valid interests therein.
To the extent that the obligations of the Company and the rights of any
holder of the Depositary Shares under the Deposit Agreement may be dependent
upon such matters, we assume for purposes of this opinion that the applicable
Depositary is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Depositary is duly qualified
to engage in the activities contemplated by the Deposit Agreement; that the
Deposit Agreement has been duly authorized, executed and delivered by the
Depositary and constitutes a valid and binding obligation of the Depositary
enforceable against the Depositary in accordance with its terms; that the
Depositary is in compliance, with respect to acting as a Depositary under the
Deposit Agreement, with all applicable laws and regulations; and that the
Depositary has the requisite organizational and legal power and authority to
perform its obligations under the Deposit Agreement.
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 in connection with the filing by the Company of a Current Report
on Form 8-K (the "Form 8-K") on the date of this opinion letter, which Form 8-K
will be incorporated by reference into the Registration Statement. We hereby
consent to the filing of this opinion letter with the Form 8-K. 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>
Equity Residential Properties Trust
Board of Trustees
September 9, 1996
Page 4
We hereby consent 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. 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: /s/ Ruth Pinkham Haring
--------------------------
Vice President
<PAGE>
EXHIBIT A
Hogan & Hartson L.L.P. Letterhead
September 9, 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-3, as amended (the
"Registration Statement"), previously declared effective by the Securities and
Exchange Commission relating to the proposed public offering of up to
$500,000,000 in aggregate amount of its common shares of beneficial interest,
$.01 par value ("Common Shares") and one or more series of its (i) preferred
shares of beneficial interest, $.01 par value (the "Preferred Shares"), and (ii)
depositary shares representing fractional interests in Preferred Shares (the
"Depositary Shares" and, together with the Preferred Shares and Common Shares,
the "Securities"), 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 4,600,000 of the Company's Depositary Shares (the "Depositary Shares"), each
representing a 1/10 fractional interest in a share of the Company's Series C
Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $.01
per share (liquidation preference $250.00 per share) (the "Series C Preferred
Shares"), all of which Depositary Shares are to be sold by the Company. This
opinion letter is furnished to you at the Company's 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.
<PAGE>
Rosenberg & Liebentritt, P.C.
September 9, 1996
Page 2
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 (the
"SDAT") on September 5, 1996 and the Secretary of the Company on
the date hereof as then being complete, accurate and in effect.
3. The Articles of Supplementary to the Amended and Restated
Declaration of Trust relating to the Series C Preferred Shares as
filed with the SDAT on September 9, 1996 ("Articles
Supplementary").
4. 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.
5. Executed copies of the Purchase Agreement dated November 1, 1995
among the Company, ERP Operating Limited Partnership and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
and the Terms Agreement dated September 4, 1996 among the
Company, ERP Operating Limited Partnership, Merrill Lynch,
Pierce, Fenner and Smith Incorporated, Smith Barney Inc., A.G.
Edwards & Sons, Inc., Lehman Brothers Inc. and Prudential
Securities Incorporated (collectively, the "Underwriting
Agreement").
6. The Deposit Agreement dated September 9, 1996 between the Company
and The First National Bank of Boston (the "Deposit Agreement").
7. Resolutions of the Board of Trustees of the Company adopted on
September 8, 1995, relating to the filing of the Registration
Statement and on July 31, 1996 relating to the issuance of the
Series C Preferred Shares and resolutions adopted by the Pricing
Committee of the Board of Trustees on September 4, 1996 relating
to the designation and issuance of the Series C Preferred Shares
and the issuance and sale of the Depositary Shares underlying the
Series C Preferred Shares and arrangements in connection
therewith, as certified by the Secretary of the Company on the
date hereof as then being complete, accurate and in effect.
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
<PAGE>
Rosenberg & Liebentritt, P.C.
September 9, 1996
Page 3
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 Series C Preferred Shares underlying the
Depositary Shares pursuant to the terms of the Underwriting Agreement and
receipt by the Company of the consideration for the Series C Preferred Shares
specified in the resolutions of the Board of Trustees and the Pricing Committee
referred to above, the Series C Preferred 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 (the "Form 8-K") on the date of this opinion letter,
which Form 8-K will be incorporated by reference into the Registration
Statement. We hereby consent to the filing of this opinion letter with the Form
8-K. 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 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.
