<PAGE>
As filed with the Securities and Exchange Commission on September 23, 1997
================================================================================
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 18, 1997
EQUITY RESIDENTIAL PROPERTIES TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland 1-12252 13-3675988
(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 18, 1997, 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. 333-
32183, 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, and which incorporates by reference the
terms of the Registrant's Standard Underwriting Provisions,
dated May 16, 1997, which has been previously filed as Exhibit 1
to the Registrant's registration statement on Form S-3, file no.
333-27153 under the Securities Act of 1933, as amended, and is
incorporated herein by reference thereto and which, as this Form
8-K filing is incorporated by reference into the Registrant's
registration statement on Form S-3, file no. 333-32183, is set
forth in full in such registration statement.
5 Opinion of Rosenberg & Liebentritt, P.C., with an opinion of
Hogan & Hartson L.L.P. attached thereto Exhibit A, 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.
333-32183, 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.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EQUITY RESIDENTIAL PROPERTIES TRUST
Date: September 23, 1997 By: /s/ Bruce C. Strohm
-----------------------------
Bruce C. Strohm, Secretary,
Executive Vice President and
General Counsel
3
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
(a Maryland real estate investment trust)
Depositary Shares Each Representing 1/10 of a 7 1/4% Series G Convertible
Cumulative Preferred Share of Beneficial Interest (Liquidation Preference
Equivalent to $25.00 Per Depositary Share)
TERMS AGREEMENT
Dated: September 18, 1997
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" or the "Company") proposes to issue and sell interests
in 7 1/4% Series G Convertible Cumulative Preferred Shares of Beneficial
Interest ("Series G 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
Underwriting Agreement referred to below) set forth below opposite their
respective names, and a proportionate share of Option Securities (as defined in
the Underwriting 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 6,600,000
BT Alex. Brown Incorporated 2,750,000
Smith Barney Inc. 1,650,000
----------
Total 11,000,000
==========
</TABLE>
<PAGE>
The Underwritten Securities shall have the following terms:
Depositary Shares
Title of Securities: Depositary Shares
Number of Shares: 11,000,000
Fractional amount of Preferred Shares represented by each Depositary Share:
1/10 of a Series G Preferred Share deposited with BankBoston N.A., as
Depositary, entitling the holder to all proportional rights and preferences of
the Series G Preferred Shares (including distribution, voting, redemption and
liquidation rights and preferences).
Current Ratings: Moody's "Baa1," S&P "BBB," and Duff & Phelps "BBB."
Distribution Rate: $1.8125 per annum, (representing 7 1/4% 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,
1997.
Par Value: $.01 per Series G Preferred Share.
Liquidation Preference: $250 per Series G 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 G 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 G Preferred
Shares.
Public offering price per Depositary Share: $25, plus accumulated
distributions, if any, from September 24, 1997.
Purchase price per Depositary Share: $24.00, plus accumulated distributions, if
any, from September 24, 1997.
Conversion provisions: Depositary Shares representing Series G Preferred Shares
are convertible at any time at the option of the holders thereof into common
shares of beneficial interest of the Company, par value $.01 per share (the
"Common Shares"), at a conversion price of $58.58 per Common Share (equivalent
to a conversion rate of 0.4268 Common Shares for each Depositary Share), subject
to adjustment in certain circumstances as described in the Prospectus Supplement
under "Description of Series G Preferred Shares and Depositary Shares --
Conversion Price Adjustments."
Redemption provisions: The Depositary Shares representing the Series G
Preferred Shares are not redeemable prior to September 15, 2002. On and after
September 15, 2002, the Series G Preferred Shares represented by Depositary
Shares may be redeemed at the option of the Company, in whole or in part,
initially at $25.90625 per Depositary Shares and thereafter at prices declining
to $25.00 per Depositary Share on and after September 15, 2007, plus in each
case accrued and unpaid distributions, if any, to the redemption date. The
Series G Preferred Shares represented by Depositary Shares have no stated
maturity date and will not be entitled to the benefit of any sinking fund.
However, the Company may redeem Series G Preferred 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:
1,650,000.
Delayed Delivery Contracts: not authorized
Additional co-managers, if any: BT Alex. Brown Incorporated and Smith Barney
Inc.
Other terms: Voting Rights: If distributions on the Series G Preferred Shares
are in arrears for six or more quarterly periods, holders of the Depositary
Shares, voting
-2-
<PAGE>
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 24, 1997, 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 -- Standard Underwriting Provisions" (the
"Underwriting 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 4:30 P.M. (New York City time) on
September 18, 1997 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
BT ALEX. BROWN INCORPORATED
SMITH BARNEY INC.
For themselves and as Representatives of the
several Underwriters named above
By: MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By: /S/ Michael Berman
-----------------------------------
Name: Michael Berman
Title: Director
Accepted:
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
for itself and as the general partner of
ERP Operating Limited Partnership
By: /S/ David J. Neithercut
------------------------------------
Name: David J. Neithercut
Title: Executive Vice President and
Chief Financial Officer
-4-
<PAGE>
[ROSENBERG & LIEBENTRITT, PC LETTERHEAD]
September 23, 1997
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 $750,000,000 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 12,650,000 of the Company's Depositary Shares,
each representing a 1/10 fractional interest in a share of the Company's 7 1/4%
Series G Convertible Cumulative 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 G Preferred
Shares"), all of which Depositary Shares are to be sold by the Company as set
forth in the prospectus, dated September 11, 1997, which forms a part of the
Registration Statement (the "Prospectus"), and as set forth in the Prospectus
Supplement, dated September 18, 1997, relating to the Depositary Shares
representing the Series G 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 Second 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 23, 1997
Page 2
3. The Articles Supplementary to the Declaration of Trust relating to the
Series G Preferred Shares as filed with the Maryland State Department
of Assessments and Taxation ( the "SDAT") on September 22, 1997
("Articles Supplementary").
4. The Second 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 Terms Agreement dated September 18, 1997 among
the Company, ERP Operating Limited Partnership, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner and Smith Incorporated, BT Alex. Brown
Incorporated and Smith Barney Inc., including the Standard
Underwriting Provisions which are incorporated therein (collectively,
the "Underwriting Agreement").
6. The form of Deposit Agreement dated as of September 24, 1997 (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
June 26, 1997 and September 12, 1997 relating to the filing of the
Registration Statement and the issuance of the Series G Preferred
Shares and Depositary Shares and resolutions adopted by the Pricing
Committee of the Board of Trustees of the Company on September 18,
1997 relating to the designation and issuance of the Series G
Preferred Shares and the issuance and sale of the Depositary Shares
underlying the Series G 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). We also have assumed the accuracy,
completeness and authenticity of the foregoing certifications of trust officers
and statements of fact, on which we are relying, and have made no independent
investigations thereof. This opinion letter is given, and all statements herein
are made, in the context of the foregoing.
<PAGE>
Equity Residential Properties Trust
Board of Trustees
September 23, 1997
Page 3
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 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 G 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
representing the Series G Preferred 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,
(a) the Series G Preferred Shares will be validly issued, fully paid and
nonassessable under the Maryland REIT Statute, and the Depositary Shares will
represent valid interests therein, and (b) the Common Shares issuable upon
conversion of the Series G Preferred Shares have been duly and validly
authorized and reserved for issuance upon such conversion by the Company, and
such Common Shares, when issued upon such conversion, will be duly and validly
issued, fully paid and nonassessable under the Maryland REIT Statute.
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
Septembe 23, 1997
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>
[HOGAN & HARTSON L.L.P. LETTERHEAD]
September 23, 1997
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1600
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
$1,025,832,122 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 11,000,000 of the Company's Depositary Shares (the "Depositary Shares"), each
representing a 1/10 fractional interest in a share of the Company's 7 1/4%
Series G Convertible Cumulative Preferred Shares of Beneficial Interest, par
value $.01 per share (liquidation preference $250.00 per share) (the "Series G
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.
<PAGE>
Rosenberg & Liebentritt, P.C.
September 23, 1997
Page 2
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Second 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 19, 1997 and the Secretary of the Company on
the date hereof as then being complete, accurate and in effect.
3. The Articles Supplementary to the Declaration of Trust relating
to the Series G Preferred Shares as filed with the SDAT on
September 22, 1997 ("Articles Supplementary").
4. The Second 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. Copy of the Standard Underwriting Provisions dated May 16, 1997
of the Company and executed copies of the Terms Agreement dated
September 18, 1997 among the Company, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner and Smith Incorporated, BT Alex.
Brown Incorporated and Smith Barney Inc. (collectively, the
"Underwriting Agreement").
6. The form of Deposit Agreement for the Series G Preferred Shares
between the Company and BankBoston, N.A. (the "Deposit
Agreement").
7. Resolutions of the Board of Trustees of the Company adopted on
June 26, 1997 and September 12, 1997, relating to the filing of
the Registration Statement and the issuance of the Series G
Preferred Shares and the Depositary Shares and resolutions
adopted by the Pricing Committee of the Board of Trustees on
September 18, 1997 relating to the designation and issuance of
the Series G Preferred Shares and the issuance and sale of the
Depositary Shares underlying the Series G Preferred Shares and
arrangements in connection therewith, as certified by the
<PAGE>
Rosenberg & Liebentritt, P.C.
September 23, 1997
Page 3
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 authentic original documents of all
documents submitted to us as copies (including telecopies). We also have assumed
the accuracy, completeness and authenticity of the foregoing certifications of
trust officers and statements of fact, on which we are relying, and have made no
independent investigatons thereof. 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:
(a) Following issuance of the Series G Preferred Shares underlying the
Depositary Shares pursuant to the terms of the Underwriting Agreement and
receipt by the Company of the consideration for the Depositary Shares
representing the Series G Preferred Shares specified in the resolutions of the
Board of Trustees and the Pricing Committee referred to above, the Series G
Preferred Shares will be validly issued, fully paid and nonassessable under the
Maryland REIT Statute.
(b) The Common Shares issuable upon conversion of the Series G
Preferred Shares have been duly and validly authorized and reserved for issuance
upon such conversion by the Company, and such Common Shares, when issued upon
such conversion, will be duly and 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
<PAGE>
Rosenberg & Liebentritt, P.C.
September 23, 1997
Page 4
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.
