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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
8.60% Series D 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. 9 through 19, inclusive, of
the final Prospectus, dated May 12, 1997, and "Description of Series D
Preferred Shares and Depositary Shares," pp. S-13 through S-15,
inclusive, of the final Prospectus Supplement of the Registrant, dated
May 16, 1997, filed on May 20, 1997 with the Securities and Exchange
Commission, File No. 333-12211, 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 September 23, 1996 by the Securities and Exchange Commission, File
No. 333-12211, 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 Form of 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 8.60% Series D 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: May 21, 1997
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 8.60% Series D
Cumulative Redeemable Preferred Shares of Beneficial Interest (Liquidation
Preference $250.00 Per Share) (the "Series D Preferred Shares") on the
following terms:
A. Certain Definitions.
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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
D Preferred Shares provided that the ownership of Series D 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,
including Series A Preferred Shares, Series B Preferred Shares, Series C
Preferred Shares and Series D 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 D Redemption Date" shall have the meaning set forth in
subparagraph (5) of paragraph B below.
"Series D Redemption Price" shall have the meaning set forth in
subparagraph (5) of paragraph B below.
B. Series D Preferred Shares
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(1) Number. The maximum number of shares of the Series D Preferred
Shares shall be 805,000.
(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 D 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"), 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 the 9 1/8%
Series C 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 C 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, the Series C Preferred Shares
or the Series D Preferred Shares.
(3) Distributions. The holders of the then outstanding Series D
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 $2.15 per share per year, payable in equal amounts
of $.5375 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 July 15, 1997 (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
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computed on the basis of a 360-day year of twelve 30-day months. Distributions
on each share of Series D 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 (ii) on any Quarterly
Distribution Date there shall be funds legally available for the payment of
distributions. Distributions paid on the Series D 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 D 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 Series D 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 $2.15 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 D Preferred Shares
shall not be entitled to participate in the earnings or assets of the Trust.
(4) Liquidation Rights.
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(a) Upon the voluntary or involuntary dissolution, liquidation
or winding up of the Trust, the holders of the Series D
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 D Preferred Share, plus
accrued and unpaid distributions thereon.
(b) After the payment to the holders of the Series D Preferred
Shares of the full preferential amounts provided for in this
paragraph B, the holders of the Series D 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 D
Preferred Shares and any other shares of beneficial interest
of the Trust ranking as to any such distribution on a parity
with the Series D Preferred Shares are not paid in full, the
holders of the Series D 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.
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(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, Liquidation or winding
up, voluntary or involuntary, for the purposes of this
paragraph B.
(5) Redemption.
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(a) Optional Redemption. On and after June 1, 2007, the Trust
may, at its option, redeem at any time all or, from time to
time, part of the Series D Preferred Shares at a price per
share (the "Series D Redemption Price"), payable in cash, of
$250.00 per Series D Preferred Share, together with all
accrued and unpaid distributions to and including the date
fixed for redemption (the "Series D 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 D Redemption Date, addressed to the
holders of record of the Series D 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 D 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 D Preferred Shares may be
listed or admitted to trading, such notice shall state: (a)
the Series D Redemption Date; (b) the Series D Redemption
Price; (c) the number of Series D Preferred Shares to be
redeemed; (d) the place or places where certificates for
such shares are to be surrendered for payment of the Series
D Redemption Price; and (e) that distributions on the shares
to be redeemed will cease to accumulate on the Series D
Redemption Date.
(ii) If notice has been mailed in accordance with
subparagraph (5)(b)(i) above and provided that on or before
the Series D 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 D Preferred Shares so called for
redemption, so as to be, and to continue to be available
therefor, then, from and after the Series D Redemption Date,
distributions on the Series D Preferred Shares
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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 D Preferred Shares and all
rights of the holders thereof as shareholders of the Trust
(except the right to receive the Series D Redemption Price)
shall cease. Upon surrender, in accordance with said notice,
of the certificates for any Series D Preferred Shares so
redeemed (properly endorsed or assigned for transfer, if the
Trust shall so require and the notice shall so state), such
Series D Preferred Shares shall be redeemed by the Trust at
the Series D Redemption Price. In case fewer than all the
Series D Preferred Shares represented by any such
certificate are redeemed, a new certificate or certificates
shall be issued representing the unredeemed Series D
Preferred Shares without cost to the holder thereof.
(iii) Any funds deposited with a bank or trust company
for the purpose of redeeming Series D 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 D Preferred Shares entitled thereto
at the expiration of two years from the
applicable Series D 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 D Preferred Shares may be redeemed
except with funds legally available for the payment of the
Series D Redemption Price.
(v) Unless full accumulated distributions on all
Series D 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 D
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Preferred Shares shall be redeemed (unless all outstanding
Series D 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 junior to the Series D Preferred Shares as
to distributions and upon liquidation); provided, however,
that the foregoing shall not prevent the redemption of
Series D Preferred Shares pursuant to Article VII of the
Declaration of Trust or the purchase or acquisition of
Series D Preferred Shares pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding
shares of Series D Preferred Shares.
(vi) If the Series D 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 D 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 D
Preferred Shares at the time outstanding, the Series D
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 D 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 D 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 D 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 D 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 D 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 D Preferred Share).
(b) Whenever distributions on any Series D Preferred Shares
shall be in arrears for six or more quarterly periods, the
holders of the Depositary Shares representing such Series D
Preferred Shares, voting separately as a class with all
other series of Preferred
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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 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 D 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 D 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 D
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 D 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 D 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 D
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 D 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 D 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 D Preferred Shares, or (y) any
increase in the amount of authorized Series D Preferred
Shares or any other Preferred Shares, in each case ranking
on a parity with or junior to the Series D Preferred Shares
with respect to payment of distributions or the distribution
of assets upon liquidation,
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dissolution or winding up, shall not be deemed to materially
and adversely affect such rights, preferences, privileges or
voting powers.
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 D 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 D 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 7.26.
7.26 Special Rules for Series D Preferred Shares
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A. Certain Definitions.
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For purposes of this section 7.26 the following terms shall have the
following meanings:
"Closing Date of the Series D Preferred Shares Offering" shall mean
the time and date of payment for and delivery of Series D Preferred Shares
issued pursuant to the Trust's effective registration statement for such Series
D 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 D
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 D 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 D Preferred Shares (rounded up to the nearest whole share) that would
(but for this section 7.26) cause any Person to Beneficially Own either Series D
Preferred Shares, or to Beneficially own Series D 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.
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C. Ambiguity. In the case of an ambiguity in the application of any of
the provisions of this section 7.26, including any definition contained in
paragraph A, the Board of Trustees shall have the power to determine the
application of this section 7.26 with respect to any situation based on the
facts known to it (subject, however, to the provisions of Section 7.2(a)).
3. Exclusion of Other Rights.
-------------------------
Except as may otherwise be required by law, the Series D 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 D 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 D 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 D 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 D 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 D 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 May 16, 1997 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 16th day
of May, 1997.
/s/ Mariann J. Demkovich
----------------------------------------
Mariann J. Demkovich, Assistant Secretary
10
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TEMPORARY RECEIPT-EXCHANGEABLE FOR DEFINITIVE ENGRAVED RECEIPT
WHEN READY FOR DELIVERY
[LOGO]
NUMBER
DT
RECEIPT FOR DEPOSITARY SHARES,
EACH REPRESENTING A 1/10 FRACTIONAL INTEREST
IN A 8.60% SERIES D CUMULATIVE REDEEMABLE
PREFERRED SHARE OF BENEFICIAL INTEREST,
PAR VALUE $.01 PER SHARE
(LIQUIDATION PREFERENCE EQUAL TO
$25.00 PER DEPOSITARY SHARE)
[LOGO OF EQUITY RESIDENTIAL PROPERTIES TRUST]
ORGANIZED UNDER THE LAWS OF THE STATE OF MARYLAND
THIS CERTIFICATE IS TRANSFERABLE
IN BOSTON, MA OR NEW YORK, NY
CUSIP 29476L 80 0
SEE REVERSE FOR CERTAIN
RESTRICTIONS AND DEFINITIONS
BankBoston, N.A., 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 8.60% Series D 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 May 21, 1997 (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:
/S/ Bruce C. Strohm /S/ Douglas Crocker II
SECRETARY PRESIDENT
BANKBOSTON, N.A.
Depositary, Transfer Agent and Registrar
/S/
Authorized Signature
<PAGE>
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 D 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 D 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 D 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 D
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 D 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 8.60%
SERIES D 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 --
--------------------
(Cust) (Minor)
TEN ENT--as tenants by the entireties under Uniform Gifts to Minors Act
JT TEN--as tenants with the right ---------------------------------
of survivorship and not as (State)
tenants in common 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
---------------------
Please insert social security or other
identifying number of assignee
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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
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Signature Guarantee
