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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EQUITY RESIDENTIAL PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)
Maryland 36-3877868
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Depositary Shares each Representing
a 1/10 fractional interest in a
9 1/8% Series C Cumulative
Redeemable Preferred Share of Beneficial
Interest (Par Value $0.01 Per Share)
(Liquidation Preference Equivalent to The New York Stock Exchange, Inc.
$25.00 Per Depositary Share) (Name of each exchange on which each
(Title of Class) Class is to be Registered
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
(a) Regulation S-K Item 202(a)
"Description of Shares of Beneficial Interest-Preferred Shares" and
"Description of Depositary Shares," pp. 10 through 20, inclusive, of
the Prospectus and "Description of Series C Preferred Shares and
Depositary Shares," pp. S-12 through S-15, inclusive, of the final
Prospectus Supplement of the Registrant, dated September 4, 1996,
filed on September 5, 1996 with the Securities and Exchange
Commission, File No. 33-96792, pursuant to Rule 424(b)(5), are hereby
incorporated herein by reference. The Registrant has filed an
application for listing of the Depositary Shares of the Registrant to
which this Form 8-A applies on the New York Stock Exchange.
(b) Regulation S-K Item 202(b)-(f)
Not applicable.
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Item 2. Exhibits.
Exhibit
Number Description of Exhibit
1.1 Form S-3 Registration Statement of the Registrant, declared effective
on October 30, 1995 by the Securities and Exchange Commission, File
No. 33-96792, is hereby incorporated hereby reference.
4.1 Amended and Restated Declaration of Trust of Equity Residential
Properties Trust (filed as Exhibit 3(i) to the Form 10-Q for the three
months ended June 30, 1995 of the Registrant filed with the Securities
and Exchange Commission, and hereby incorporated herein by reference).
4.2 Amended and Restated Bylaws of Equity Residential Properties Trust
(filed as Exhibit 3.1 to the Form S-11 Registration Statement of the
Registrant dated July 26, 1993, as amended, File No. 33-63158, and
hereby incorporated herein by reference).
4.3 Articles Supplementary to the Amended and Restated Declaration of
Trust of Equity Residential Properties Trust.
5.1 Form of Specimen Depositary Share Certificate representing a 1/10
fractional interest in a 9 1/8% Series C Cumulative Redeemable
Preferred Share of Beneficial Interest.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: September 10, 1996
EQUITY RESIDENTIAL PROPERTIES TRUST
(Registrant)
By: /s/ David J. Neithercut
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David J. Neithercut
Executive Vice President and Chief
Financial Officer
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ARTICLES SUPPLEMENTARY
TO THE
AMENDED AND RESTATED DECLARATION OF TRUST OF
EQUITY RESIDENTIAL PROPERTIES TRUST
Pursuant to Section 8-203(b) of the Corporations and Associations Article
of the Annoted Code of the State of Maryland, as amended.
1. The name of the trust (the "Trust") is Equity Residential Properties Trust.
2. Pursuant to authority granted under Section 5.3 of the Trust's Declaration
of Trust, the Board of Trustees of the Trust hereby establishes a series of
preferred shares of beneficial interest designated 9 1/8% Series C
Cumulative Redeemable Preferred Shares of Beneficial Interest ($0.01 Par
Value Per Share) (Liquidation Preference $250.00 Per Share) (the "Series C
Preferred Shares") on the following terms:
A. Certain Definitions.
Unless the context otherwise requires, the terms defined in this
subparagraph A of paragraph 2 shall have, for all purposes of these Articles
Supplementary, the meanings herein specified (with terms defined in the singular
having comparable meanings when used in the plural).
"Business Day" shall mean any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions in New
York City are authorized or required by law, regulation or executive order to
close.
"Common Shares" shall mean the common shares of beneficial interest,
$.01 par value per share, of the Trust.
"Distribution Period" shall have the meaning set forth in subparagraph
(3) of paragraph B.
"Junior Shares" shall have the meaning set forth in subparagraph (2)
of paragraph B.
"Person" shall mean an individual, corporation, partnership, estate,
trust (including a trust qualified under Section 401(a) or 501(c)(17) of the
Code), a portion of a trust permanently set aside for or to be used exclusively
for the purposes described in Section 642(c) of the Code, association, private
foundation within the meaning of Section 509(a) of the Code, joint stock company
or other entity, and also includes a group as that term is used for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended; but does
not include an underwriter which participates in a public offering of the Series
C Preferred Shares provided that the ownership of Series C Preferred Shares by
such Underwriter would not result in the Trust being "closely held" within the
meaning of Section 856(h) of the Code, or would otherwise result in the Trust
failing to qualify as a REIT.
"Preferred Shares" shall mean preferred shares of beneficial interest,
$.01 par value per share, including Series A Preferred Shares, Series B
Preferred Shares and Series C Preferred Shares.
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"Quarterly Distribution Date" shall have the meaning set forth in
subparagraph (3) of paragraph B below.
"Record Date" shall have the meaning set forth in subparagraph (3) of
paragraph B below.
"REIT" shall mean a Real Estate Investment Trust under Section 856 of
the Code.
"Series C Redemption Date" shall have the meaning set forth in
subparagraph (5) of paragraph B below.
"Series C Redemption Price" shall have the meaning set forth in
subparagraph (5) of paragraph B below.
B. Series C Preferred Shares
(1) Number. The maximum number of shares of the Series C Preferred
Shares shall be 460,000.
(2) Relative Seniority. In respect of rights to receive distributions
and to participate in distributions or payments in the event of any Liquidation,
dissolution or winding up of the Trust, the Series C Preferred Shares shall rank
pari passu with any other preferred shares of beneficial interest of the Trust,
including the 9 3/8% Series A Cumulative Redeemable Preferred Shares of
Beneficial Interest ($0.01 par value per share) (liquidation value $25.00 per
share) (the "Series A Preferred Shares") and the 9 1/8% Series B Cumulative
Redeemable Preferred Shares of Beneficial Interest ($0.01 par value per share)
(liquidation value $250.00 per share) (liquidation preference equivalent to
$25.00 per Depositary Share) (the "Series B Preferred Shares"), and will rank
senior to the Common Shares and any other class or series of shares of
beneficial interest of the Trust ranking, as to distributions and upon
Liquidation, junior (collectively, the "Junior Shares") to the Series A
Preferred Shares, the Series B Preferred Shares or the Series C Preferred
Shares.
(3) Distributions. The holders of the then outstanding Series C
Preferred Shares shall be entitled to receive, when and as declared by the Board
of Trustees out of any funds legally available therefor, cumulative
distributions at the rate of $22.8125 per share per year, payable in equal
amounts of $5.703125 per share quarterly in cash on the fifteenth day, or if not
a Business Day, the next succeeding Business Day, of January, April, July and
October in each year, beginning October 15, 1996 (each such day being
hereinafter called a "Quarterly Distribution Date" and each period ending on a
Quarterly Distribution Date being hereinafter called a "Distribution Period"),
to shareholders of record at the close of business on such date as shall be
fixed by the Board of Trustees at the time of declaration of the distribution
(the "Record Date"), which shall not be less than 10 nor more than 30 days
preceding the Quarterly Distribution Date. The amount of any distribution
payable for the initial Distribution Period and for any other Distribution
Period shorter than a full Distribution Period shall be prorated and computed on
the basis of a 360-day year of twelve 30-day months. Distributions on each share
of Series C Preferred Shares shall accrue and be cumulative from and including
the date of original issue thereof, whether or not (i) distributions on such
shares are earned or declared or
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(ii) on any Quarterly Distribution Date there shall be funds legally available
for the payment of distributions. Distributions paid on the Series C Preferred
Shares in an amount less than the total amount of such distributions at the time
accrued and payable on such shares shall be allocated pro rata on a per share
basis among all such shares at the time outstanding.
The amount of any distributions accrued on any Series C Preferred
Shares at any quarterly Distribution Date shall be the amount of any unpaid
distributions accumulated thereon, to and including such Quarterly Distribution
Date, whether or not earned or declared, and the amount of distributions accrued
on any shares of Series C Preferred Shares at any date other than a Quarterly
Distribution Date shall be equal to the sum of the amount of any unpaid
distributions accumulated thereon, to and including the last preceding Quarterly
Distribution Date, whether or not earned or declared, plus an amount calculated
on the basis of the annual distribution rate of $22.8125 for the period after
such last preceding Quarterly Distribution Date to and including the date as of
which the calculation is made based on a 360-day year of twelve 30-day months.
Except as provided in these Articles, the Series C Preferred Shares
shall not be entitled to participate in the earnings or assets of the Trust.
(4) Liquidation Rights.
(a) Upon the voluntary or involuntary dissolution, liquidation
or winding up of the Trust, the holders of the Series C
Preferred Shares then outstanding shall be entitled to
receive and to be paid out of the assets of the Trust
available for distribution to its shareholders, before any
payment or distribution shall be made on any Junior Shares,
the amount of $250.00 per Series C Preferred Share, plus
accrued and unpaid distributions thereon.
(b) After the payment to the holders of the Series C Preferred
Shares of the full preferential amounts provided for in this
paragraph B, the holders of the Series C Preferred Shares as
such shall have no right or claim to any of the remaining
assets of the Trust.
(c) If, upon any voluntary or involuntary dissolution,
liquidation, or winding up of the Trust, the amounts payable
with respect to the preference value of the Series C
Preferred Shares and any other shares of beneficial interest
of the Trust ranking as to any such distribution on a parity
with the Series C Preferred Shares are not paid in full, the
holders of the Series C Preferred Shares and of such other
shares will share ratably in any such distribution of assets
of the Trust in proportion to the full respective preference
amounts to which they are entitled.
(d) Neither the sale of all or substantially all the property or
business of the Trust, nor the merger or consolidation of
the Trust into or with any other entity or the merger or
consolidation of any other entity into or with the Trust,
shall be deemed to be a dissolution,
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Liquidation or winding up, voluntary or involuntary, for the
purposes of this paragraph B.
(5) Redemption.
(a) Optional Redemption. On and after September 9, 2006, the
Trust may, at its option, redeem at any time all or, from
time to time, part of the Series C Preferred Shares at a
price per share (the "Series C Redemption Price"), payable
in cash, of $250.00 per Series C Preferred Share, together
with all accrued and unpaid distributions to and including
the date fixed for redemption (the "Series C Redemption
Date").
(b) Procedures for Redemption.
(i) Notice of any redemption will be mailed by the
Trust, postage prepaid, not less than 30 nor more than 60
days prior to the Series C Redemption Date, addressed to the
holders of record of the Series C Preferred Shares to be
redeemed at their addresses as they appear on the share
transfer records of the Trust. No failure to give such
notice or any defect therein or in the mailing thereof shall
affect the validity of the proceedings for the redemption of
any Series C Preferred Shares except as to the holder to
whom the Trust has failed to give notice or except as to the
holder to whom notice was defective. In addition to any
information required by law or by the applicable rules of
any exchange upon which Series C Preferred Shares may be
listed or admitted to trading, such notice shall state: (a)
the Series C Redemption Date; (b) the Series C Redemption
Price; (c) the number of Series C Preferred Shares to be
redeemed; (d) the place or places where certificates for
such shares are to be surrendered for payment of the Series
C Redemption Price; and (e) that distributions on the shares
to be redeemed will cease to accumulate on the Series C
Redemption Date.
(ii) If notice has been mailed in accordance with
subparagraph (5)(b)(i) above and provided that on or before
the Series C Redemption Date specified in such notice all
funds necessary for such redemption shall have been
irrevocably set aside by the Trust, separate and apart from
its other funds in trust for the pro rata benefit of the
holders of the Series C Preferred Shares so called for
redemption, so as to be, and to continue to be available
therefor, then, from and after the Series C Redemption Date,
distributions on the Series C Preferred Shares so called for
redemption shall cease to accumulate, and said shares shall
no longer be deemed to be outstanding and shall not have the
status of Series C Preferred Shares and all rights of the
holders thereof as shareholders of the Trust (except the
right to
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receive the Series C Redemption Price) shall cease. Upon
surrender, in accordance with said notice, of the
certificates for any Series C Preferred Shares so redeemed
(properly endorsed or assigned for transfer, if the Trust
shall so require and the notice shall so state), such Series
C Preferred Shares shall be redeemed by the Trust at the
Series C Redemption Price. In case fewer than all the Series
C Preferred Shares represented by any such certificate are
redeemed, a new certificate or certificates shall be issued
representing the unredeemed Series C Preferred Shares
without cost to the holder thereof.
(iii) Any funds deposited with a bank or trust company
for the purpose of redeeming Series C Preferred Shares shall
be irrevocable except that:
(A) the Trust shall be entitled to receive from
such bank or trust company the interest or
other earnings, if any, earned on any money
so deposited in trust, and the holders of
any shares redeemed shall have no claim to
such interest or other earnings; and
(B) any balance of monies so deposited by the
Trust and unclaimed by the holders of the
Series C Preferred Shares entitled thereto
at the expiration of two years from the
applicable Series C Redemption Date shall be
repaid, together with any interest or other
earnings earned thereon, to the Trust, and
after any such repayment, the holders of the
shares entitled to the funds so repaid to
the Trust shall look only to the Trust for
payment without interest or other earnings.
(iv) No Series C Preferred Shares may be redeemed
except with funds legally available for the payment of the
Series C Redemption Price.
(v) Unless full accumulated distributions on all
Series C Preferred Shares shall have been or
contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof set apart for payment
for all past Distribution Periods and the then current
Distribution Period, no Series C Preferred Shares shall be
redeemed (unless all outstanding Series C Preferred Shares
are simultaneously redeemed) or purchased or otherwise
acquired directly or indirectly (except by conversion into
or exchange for capital shares of the Trust ranking
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junior to the Series C Preferred Shares as to distributions
and upon liquidation); provided, however, that the foregoing
shall not prevent the redemption of Series C Preferred
Shares pursuant to Article VII of the Declaration of Trust
or the purchase or acquisition of Series C Preferred Shares
pursuant to a purchase or exchange offer made on the same
terms to holders of all outstanding shares of Series C
Preferred Shares.
(vi) If the Series C Redemption Date is after a
Record Date and before the related Quarterly Distribution
Date, the distribution payable on such Quarterly
Distribution Date shall be paid to the holder in whose name
the Series C Preferred Shares to be redeemed are registered
at the close of business on such Record Date notwithstanding
the redemption thereof between such Record Date and the
related Quarterly Distribution Date or the Trust's default
in the payment of the distribution due.
(vii) In case of redemption of less than all Series C
Preferred Shares at the time outstanding, the Series C
Preferred Shares to be redeemed shall be selected pro rata
from the holders of record of such shares in proportion to
the number of Series C Preferred Shares held by such holders
(with adjustments to avoid redemption of fractional shares)
or by any other equitable method determined by the Trust.
(6) Voting Rights. Except as required by law, the holders of the
Series C Preferred Shares shall not be entitled to vote at any meeting of the
shareholders for election of trustees or for any other purposes or otherwise to
participate in any action taken by the Trust or the shareholders thereof, or to
receive notice of any meeting of shareholders.
(a) In any matter in which the Series C Preferred Shares are
entitled to vote (as expressly provided herein or as may be
required by law), including any action by written consent,
each Series C Preferred Share shall be entitled to 10 votes,
each of which 10 votes may be directed separately by the
holder thereof (or by any proxy or proxies of such holder).
With respect to each Series C Preferred Share, the holder
thereof may designate up to 10 proxies, with each such proxy
having the right to vote a whole number of votes (totaling
10 votes per Series C Preferred Share).
(b) Whenever distributions on any Series C Preferred Shares
shall be in arrears for six or more quarterly periods, the
holders of the Depositary Shares representing such Series C
Preferred 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
of the Trust at a special meeting called by the holders of
record of at least ten percent (10%) of any series of
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Preferred Shares so in arrears (unless such request is
received less than 90 days before the date fixed for the
next annual or special meeting of the shareholders) or at
the next annual meeting of shareholders, and at each
subsequent annual meeting until all distributions
accumulated on such Series C Preferred Shares for the past
distribution periods and the then current distribution
period shall have been fully paid or declared and a sum
sufficient for the payment thereof set aside for payment. In
such case, the entire Board of Trustees of the Trust will be
increased by two Trustees.
(c) So long as any Series C Preferred Shares remain outstanding,
the Trust will not, without the affirmative vote or consent
of the holders of at least two-thirds of the Series C
Preferred Shares outstanding at the time, given in person or
by proxy, either in writing or at a meeting (such series
voting separately as a class), (i) authorize or create, or
increase the authorized or issued amount of, any class or
series of shares of beneficial interest ranking prior to the
Series C Preferred Shares with respect to the payment of
distributions or the distribution of assets upon
liquidation, dissolution or winding up or reclassify any
authorized shares of beneficial interest of the Trust into
such shares, or create, authorize or issue any obligation or
security convertible into or evidencing the right to
purchase any such shares; or (ii) amend, alter or repeal the
provisions of the Trust's Declaration of Trust or the
Articles Supplementary for the Series C Preferred Shares
whether by merger, consolidation or otherwise (an "Event"),
so as to materially and adversely affect any right,
preference, privilege or voting power of the Series C
Preferred Shares or the holders thereof; provided, however,
with respect to the occurrence of any of the Events set
forth in (ii) above, so long as the Series C Preferred
Shares remain outstanding with the terms thereof materially
unchanged, taking into account that upon the occurrence of
an Event, the Trust may not be the surviving entity, the
occurrence of any such Event shall not be deemed to
materially and adversely affect such rights, preferences,
privileges or voting power of holders of Series C Preferred
Shares and provided further that (x) any increase in the
amount of the authorized Preferred Shares or the creation or
issuance of any other Series C Preferred Shares, or (y) any
increase in the amount of authorized Series C Preferred
Shares or any other Preferred Shares, in each case ranking
on a parity with or junior to the Series C Preferred Shares
with respect to payment of distributions or the distribution
of assets upon liquidation, dissolution or winding up, shall
not be deemed to materially and adversely affect such
rights, preferences, privileges or voting powers.
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The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required shall
be effected, all outstanding Series C Preferred Shares shall have been redeemed
or called for redemption and sufficient funds shall have been deposited in trust
to effect such redemption.
(7) Conversion. The Series C Preferred Shares are not convertible
into or exchangeable for any other property or securities of the Trust, except
into Excess Shares in connection with maintaining the ability of the Trust to
qualify as a REIT.
C. Articles VII of the Trust's Declaration of Trust shall be supplemented
by adding the following new section 7.25.
7.25 Special Rules for Series C Preferred Shares
A. Certain Definitions.
For purposes of this section 7.25 the following terms shall have the
following meanings:
"Closing Date of the Series C Preferred Shares Offering" shall mean
the time and date of payment for and delivery of Series C Preferred Shares
issued pursuant to the Trust's effective registration statement for such Series
C Preferred Shares filed under the Securities Act of 1933, as amended.
"Special Triggering Event" shall mean either (i) the redemption or
purchase by the Trust of all or a portion of the outstanding shares of
beneficial interest in the Trust, or (ii) a change in the value of the Series C
Preferred Shares relative to any other class of beneficial interest in the
Trust.
B. Special Triggering Event. If during the period commencing on the
Closing Date of the Series C Preferred Shares Offering and prior to the
Restriction Termination Date, a Special Triggering Event (if effective) or other
event or occurrence (if effective) would result in any violation of section
7.2(a) of the Trust's Declaration of Trust (or would result in the Trust being
"closely held" within the meaning of Section 856(h) of the Code or would
otherwise cause the Trust to fail to qualify as a REIT), then (i) the number of
Series C Preferred Shares (rounded up to the nearest whole share) that would
(but for this section 7.25) cause any Person to Beneficially Own either Series C
Preferred Shares, or to Beneficially own Series C Preferred Shares and any other
shares of beneficial interest in the Trust, in violation of section 7.2(a) (or
would result in the Trust being "closely held" or otherwise fail to qualify as a
REIT) shall constitute "Excess Shares" and shall be treated as provided in
Article VII. Such designation and treatment shall be effective as of the close
of business on the Business Day prior to the date of the Special Triggering
Event or other event or occurrence.
C. Ambiguity. In the case of an ambiguity in the application of any of
the provisions of this section 7.25, including any definition contained in
paragraph A, the Board of Trustees shall have the power to determine the
application of this section 7.25 with respect to any situation based on the
facts known to it (subject, however, to the provisions of Section 7.2(a)).
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3. Exclusion of Other Rights.
Except as may otherwise be required by law, the Series C Preferred Shares
shall not have any voting powers, preferences and relative, participating,
optional or other special rights, other than those specifically set forth in
these Articles Supplementary (as such Articles Supplementary may be amended from
time to time) and in the Declaration of Trust. The Series C Preferred Shares
shall have no preemptive or subscription rights.
4. Headings of Subdivisions.
The headings of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.
5. Severability of Provisions.
If any voting powers, preferences and relative, participating, optional and
other special rights of the Series C Preferred Shares and qualifications,
limitations and restrictions thereof set forth in these Articles Supplementary
(as such Articles Supplementary may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or public
policy, all other voting powers, preferences and relative, participating,
optional and other special rights of Series C Preferred Shares and
qualifications, limitations and restrictions thereof set forth in these Articles
Supplementary (as so amended) which can be given effect without the invalid,
unlawful or unenforceable voting powers, preferences and relative,
participating, optional or other special rights of Series C Preferred Shares and
qualifications, limitations and restrictions thereof herein set forth shall be
deemed dependent upon any other such voting powers, preferences and relative,
participating, optional or other special right of Series C Preferred Shares and
qualifications, limitations and restrictions thereof unless so expressed herein.
6. These Articles Supplementary of the Declaration of Trust were duly adopted
by the Board of Trustees of the Trust. Shareholder action was not required.
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IN WITNESS WHEREOF, I hereby certify that I am a Senior Vice President of
Equity Residential Properties Trust (the "Trust") and that as such, I am
authorized to execute and file with the Maryland State Department of Assessments
and Taxation these Articles Supplementary to the Amended and Restated
Declaration of Trust (the "Articles Supplementary") on behalf of the Trust and I
further certify on behalf of the Trust that these Articles Supplementary were
authorized by the Board of Trustees at a meeting held on July 31, 1996 and are
still in full force and effect as of the date hereof. I further certify that my
signature to this document is my free act and deed, that to the best of my
knowledge, information and belief, the matters and facts set forth herein are
true in all material respects and that this statement is made under penalty of
perjury.
EQUITY RESIDENTIAL PROPERTIES TRUST
/s/ Michael J. McHugh
-----------------------------------------
Michael J. McHugh, Senior Vice President,
Chief Accounting Officer and Treasurer
The undersigned, Mariann J. Demkovich, an Assistant Secretary of the Trust,
hereby certifies that Michael J. McHugh is a Senior Vice President of the Trust
and that the signature set forth above is his genuine signature.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 4th day
of September, 1996.
/s/ Mariann J. Demkovich
-----------------------------------------
Mariann J. Demkovich, Assistant Secretary
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RECEIPT FOR DEPOSITARY SHARES, THIS CERTIFICATE IS
EACH REPRESENTING A 1/10 FRACTIONAL INTEREST TRANSFERABLE IN BOSTON, MA
IN A 9 1/8% SERIES C CUMULATIVE REDEEMABLE OR NEW YORK, NY
PREFERRED SHARES OF BENEFICIAL INTEREST,
PAR VALUE $.01 PER SHARE CUSIP 29476L 50 3
(LIQUIDATION PREFERENCE EQUAL TO
$25.00 PER DEPOSITARY SHARE) SEE REVERSE FOR CERTAIN
NUMBER CT RESTRICTIONS AND
DEFINITIONS
[LOGO]
EQUITY
RESIDENTIAL PROPERTIES TRUST
Organized Under the Laws of the State of Maryland
The First National Bank of Boston, as Depositary (the "Depositary") hereby
certifies that __________________ is the registered owner of
_________________________________ Depositary Shares ("Depositary Shares"), each
Depositary Share representing a 1/10 fractional interest in a 9 1/8% Series C
Cumulative Redeemable Preferred Share of Beneficial Interest, par value $.01 per
share, of Equity Residential Properties Trust, a real estate investment trust
organized under the laws of the State of Maryland (the "Trust"), on deposit with
the Depositary, subject to the terms and entitled to the benefits of the Deposit
Agreement dated as of September 9, 1996 (the "Deposit Agreement"), among the
Trust, the Depositary and the holders from time to time of Receipts for
Depositary Shares. By accepting this Receipt, the holder hereof becomes a party
to and agrees to be bound by all terms and conditions of the Deposit Agreement.
This Receipt shall not be valid or obligatory for any purpose or entitled to any
benefits under the Depositary Agreement unless it shall have been executed by
the Depositary by the manual signature of a duly authorized signatory.
Dated:
THE FIRST NATIONAL BANK OF BOSTON
Depositary, Transfer Agent and
Registrar
/s/ Bruce C. Strohm /s/ Douglas Crocker II By:
- ------------------- ---------------------- -----------------------------
Secretary President Authorized Signature
[seal]
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EQUITY RESIDENTIAL PROPERTIES TRUST
THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND SETS FORTH A FULL STATEMENT OF
(A) ALL OF THE DESIGNATIONS, PREFERENCES, AND OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND
CONDITIONS OF REDEMPTION, AND OTHER RELATIVE RIGHTS OF THE SHARES OF EACH CLASS
OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE AUTHORITY OF THE BOARD OF TRUSTEES
TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DIFFERENCES IN RELATIVE
RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE
BEEN SET AND THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS
AND PREFERENCES OF SERIES OF PREFERRED SHARES OF BENEFICIAL INTEREST. THE
DEPOSITARY SHARES REPRESENTING SERIES C PREFERRED SHARES OF BENEFICIAL INTEREST
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP FOR THE
PURPOSE OF FACILITATING THE TRUST'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EXCEPT AS
OTHERWISE PROVIDED PURSUANT TO THE DECLARATION OF TRUST OF THE TRUST, NO PERSON
MAY DIRECTLY OR BENEFICIALLY OWN COMMON SHARES, PREFERRED SHARES AND/OR
DEPOSITARY SHARES REPRESENTING SERIES C PREFERRED SHARES IN EXCESS OF THAT
NUMBER OF SHARES WHICH EQUALS THE LESSER OF 5% (OR SUCH GREATER PERCENTAGE AS
MAY BE DETERMINED BY THE BOARD OF TRUSTEES OF THE TRUST) OF (A) THE NUMBER OF
OUTSTANDING EQUITY SHARES OF THE TRUST AND (B) THE VALUE OF OUTSTANDING EQUITY
SHARES OF THE TRUST. ANY PERSON WHO BENEFICIALLY OWNS OR ATTEMPTS OR PROPOSES
TO BENEFICIALLY OWN COMMON SHARES, PREFERRED SHARES AND/OR DEPOSITARY SHARES
REPRESENTING SERIES C PREFERRED SHARES IN EXCESS OF THE ABOVE LIMITATIONS MUST
NOTIFY THE TRUST IN WRITING AT LEAST 15 DAYS PRIOR TO SUCH PROPOSED OR ATTEMPTED
TRANSFER OR IMMEDIATELY UPON SUCH BENEFICIAL OWNERSHIP RESULTING OTHER THAN FROM
SUCH TRANSFER. IF THE RESTRICTIONS ON OWNERSHIP ARE VIOLATED, THE SERIES C
PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THE DEPOSITARY SHARES
REPRESENTED HEREBY WILL BE DESIGNATED AND TREATED AS EXCESS SHARES WHICH WILL BE
HELD IN A SPECIAL TRUST BY THE TRUST. IN SUCH EVENT, THE NUMBER OF DEPOSITARY
SHARES REPRESENTED HEREBY EQUAL TO THE DEPOSITED SERIES C PREFERRED SHARES
CONSTITUTING EXCESS SHARES SHALL BE CANCELED BY THE DEPOSITARY. ALL ITALICIZED
TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE DECLARATION OF TRUST OF
THE TRUST. THE TRUST WILL FURNISH A COPY OF THE DECLARATION OF TRUST TO ANY
HOLDER OF SHARES WITHOUT CHARGE ON WRITTEN REQUEST TO THE TRUST AT ITS
PRINCIPAL PLACE OF BUSINESS. THE TRUST WILL FURNISH WITHOUT CHARGE TO EACH
REGISTERED HOLDER OF A RECEIPT OF A DEPOSITARY SHARE WHO SO REQUESTS A COPY OF
THE DEPOSIT AGREEMENT AND A COPY OF THE DECLARATION OF TRUST WITH RESPECT TO THE
9 1/8% SERIES C CUMULATIVE REDEEMABLE PREFERRED SHARES OF THE TRUST. ANY SUCH
REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS
CERTIFICATE.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT-________ ________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as tenants with the right under Uniform Gifts to Minors Act
of survivorship and not as tenants in common
_______________________________
(State)
UNIF TRF MIN ACT-________ _________
(Cust) (Minor)
(until age ___) under Uniform
Transfers to Minors Act
______________________________
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For Value Received, ______________________________________ hereby sell, assign
and transfer unto
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Please insert Social Security or other
identifying number of assignee
________________________________________________________________________________
Please print or typewrite Name and Address including Postal Zip Code of Assignee
_________________ Depositary Shares represented by the within Receipt, and do
hereby irrevocably constitute and appoint ______________________________________
_______________________________ Attorney to transfer the said Depositary Shares
on the books of the within named Trust with full power of substitution in the
premises.
Dated __________________________ ________________________________
________________________________
Signature Guarantee
