<PAGE>
As filed with the Securities and Exchange Commission on June 13, 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): June 10, 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)
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<PAGE>
ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
1.1 Form of Terms Agreement dated June 10, 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. 333-27153, under the Securities Act of 1933, as amended,
which Terms Agreement incorporates the terms and provisions of
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, dated May 16, 1997, and
which was previously filed pursuant to a Current Report on
Form 8-K, dated May 16, 1997, and is incorporated herein by
reference, and each of which, as this Form 8-K filing is
incorporated by reference in such registration statement, are
set forth in full in such registration statement.
1.2 * Form of Purchase Agreement which was previously filed pursuant
to a Current Report on Form 8-K, dated March 20, 1997, which
is hereby incorporated by reference as an exhibit pursuant to
Regulation S-K, Item 601(b)(1) to the Registrant's
registration statement on Form S-3, file no. 333-27153, under
the Securities Act of 1933, as amended, and which, as this 8-K
filing is incorporated by reference in such registration
statement, is set forth in full in such registration
statement.
5 Opinion of Rosenberg & Liebentritt, P.C., with an opinion of
Hogan & Hartson L.L.P. attached thereto as Exhibit A, which
are being filed pursuant to Regulation 601(b)(5) as an exhibit
to the Registrant's registration statement on Form S-3, file
no. 333-27153, under the Securities Act of 1933, as amended,
and which, as this Form 8-K filing is incorporated by
reference in such registration statement, are set forth in
full in such registration statement.
</TABLE>
- --------------------
* Incorporated by reference from a previous filing.
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: June 13, 1997 By: /s/ David J. Neithercut
--------------------------------------
David J. Neithercut, Executive Vice
President and Chief Financial Officer
2
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
(a Maryland real estate investment trust)
Common Shares of Beneficial Interest (Par Value $.01 Per Share)
TERMS AGREEMENT
---------------
Dated: June 10, 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 Common
Shares of Beneficial Interest (the "Common Shares" or "Underwritten
Securities"). Subject to the terms and conditions set forth or incorporated by
reference herein, Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Underwriters") offer to purchase the number of Initial Underwritten Securities
(as defined in the Standard Underwriting Provisions referred to below) set forth
below opposite their names, and a proportionate share of Option Securities (as
defined in the Standard Underwriting Provisions referred to below) to the extent
any are purchased, at the purchase price per Common Share set forth below.
<TABLE>
<CAPTION>
Number of Shares of Initial
Underwriter Underwritten Securities
----------- -----------------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith 5,000,000
Incorporated
</TABLE>
The Underwritten Securities shall have the following terms:
Common Shares
Title of Securities: Common Shares
Number of Shares: 5,000,000
Par Value: $.01 per Common Share.
Purchase price per Common Share: $44.06
Number of Option Securities, if any, that may be purchased by the Underwriters:
750,000.
Delayed Delivery Contracts: not authorized
Additional co-managers, if any: None.
Other Terms (Lock-Up): In accordance with Section 3(j) hereof (incorporated by
reference to the Standard Underwriting Provisions), EQR shall be restricted from
selling
<PAGE>
its securities, as set forth in said Section 3(j) for a period of 90 days from
the date hereof; provided, however, that in addition to the exceptions to such
restrictions set forth in Section 3(j), EQR may also sell up to $125 million of
its securities in pending non-underwritten, direct placements to investors,
without the consent of the Representatives.
Closing date and location: June 13, 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," dated May
16, 1997 (the "Standard Underwriting Provisions"), 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.
-2-
<PAGE>
Please accept this offer no later than 12:00 noon (New York City time) on
June 10, 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
/s/ Michael Berman
By: ______________________________
Name: Michael Berman
Title: Director
Accepted:
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
for itself and as the general partner of ERP Operating
Limited Partnership
/s/ David J. Neithercut
By: ______________________________
Name: David J. Neithercut
Title: Executive Vice President
and Chief Financial Officer
-3-
<PAGE>
[ROSENBERG & LIEBENTRITT, P.C. LETTERHEAD]
June 13, 1997
Board of Trustees
Equity Residential Properties Trust
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 (SEC File No. 333-27153) (the "Registration
Statement") previously declared effective by the Securities and Exchange
Commission relating to (a) the proposed public offering of up to $500,000,000 in
aggregate amount of its common shares of beneficial interest, $.01 par value per
share ("Common Shares") and one or more series of its (i) preferred shares of
beneficial interest, $.01 par value per share (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 offerings of
(i) an aggregate of 450,000 Common Shares as described in a Prospectus
Supplement dated June 9, 1997, (ii) an aggregate of 5,750,000 Common Shares as
described in a Prospectus Supplement dated June 10, 1997, and (iii) an aggregate
of 100,000 Common Shares as described in a Prospectus Supplement dated June 11,
1997 (collectively, the "Shares"). This opinion letter is furnished to you at
your request to enable the Company to continue to fulfill the requirements of
Item 601(b)(4) of Regulation S-K, 17 C.F.R. (S)229.601(b)(5), in connection with
the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
<PAGE>
Board of Trustees
Equity Residential Properties Trust
June 13, 1997
Page 2
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 on June 3,
1997 and by the Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
3. 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.
4. Resolutions of the Board of Trustees of the Company adopted on
March 26, 1997, April 21, 1997 and June 5, 1997 relating to the
filing of the Registration Statement and related matters, and of
the Pricing Committee of the Board of Trustees on June 9, 1997,
June 10, 1997, and June 11, 1997, relating to the offering of the
Shares, as certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
5. An executed copy of the Terms Agreement, dated June 10, 1997, among
the Company, ERP Operating Limited Partnership and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, which incorporates therein the
terms and provisions of the Company's Standard Underwriting
Provisions, dated May 16, 1997 (collectively, the "Underwriting
Agreement") .
6. An executed copy of the Purchase Agreement, dated June 11, 1997, by
and between the Company and CRA Real Estate Securities (the
"Purchase Agreement").
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 certified, telecopied, photostatic, or
reproduced copies. This opinion letter is given, and all statements herein are
made, in the context of the foregoing.
We call your attention to the fact that our firm only requires lawyers to
be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no 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
<PAGE>
Board of Trustees
Equity Residential Properties Trust
June 13, 1997
Page 3
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, as of the date hereof, following issuance of the Shares pursuant to the
terms of the Underwriting Agreement and the Purchase Agreement, respectively,
and receipt by the Company of the consideration for the Shares specified in the
resolutions of the Board of Trustees and the Pricing Committee thereof referred
to above, the Shares will be validly issued, fully paid and nonassessable under
Title 8 of the Corporations and Associations Article of the Annotated Code of
Maryland.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing by the Company of a
Current Report on Form 8-K on the date of this opinion letter, which Form 8-K
will be incorporated by reference into the Registration Statement. This opinion
letter should not be quoted in whole or in part or otherwise be referred to, nor
filed with or furnished to any governmental agency or other person or entity,
without the prior written consent of this firm.
We hereby consent (i) 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 and (ii) to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
ROSENBERG & LIEBENTRITT, P.C.
By: /s/ Ruth Pinkham Haring
---------------------------------
Vice President
<PAGE>
EXHIBIT A
Hogan & Hartson L.L.P.
555 Thirteenth Street, NW
Washington, DC 20004-1109
June 13, 1997
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1515
Chicago, Illinois 60606
Ladies and Gentlemen:
We are acting as special Maryland counsel to Equity Residential
Properties Trust, a Maryland real estate investment trust (the "Company"), in
connection with its registration statement on Form S-3 (No. 333-27153) (the
"Registration Statement") previously declared effective by the Securities and
Exchange Commission relating to the proposed public offering of securities of
the Company that 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 offerings of (i) an aggregate of 450,000
common shares of beneficial interest, $.01 par value (the "Common Shares") as
described in a Prospectus Supplement dated June 9, 1997, (ii) an aggregate of
5,750,000 Common Shares as described in a Prospectus Supplement dated June 10,
1997 and (iii) an aggregate of 100,000 Common Shares as described in a
Prospectus Supplement dated June 11, 1997 (collectively, the "Shares"). This
opinion letter is furnished to you at your request to enable the Company to
continue to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17
C.F.R. (S) 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
<PAGE>
Rosenberg & Liebentritt, P.C.
June 13, 1997
Page 2
2. The Second Amended and Restated Declaration of Trust of the
Company (the "Declaration of Trust"), as certified by the
Maryland State Department of Assessments and Taxation on June 3,
1997 and the Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
3. 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.
4. Resolutions of the Board of Trustees of the Company adopted on
September 8, 1995, September 13, 1996, March 26, 1997 and June 5,
1997 relating to the filing of the Registration Statement and
related matters, and of the Pricing Committee of the Board of
Trustees on June 9, 1997, June 10, 1997, and June 11, 1997,
relating to the offering of the Shares, as certified by the
Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
5. An executed copy of the Terms Agreement, dated June 10, 1997,
among the Company, ERP Operating Limited Partnership and Merrill
Lynch, Pierce, Fenner & Smith Incorporated (the "Terms
Agreement").
8. An executed copy of the Purchase Agreement, dated June 11, 1997,
between the Company and CRA Real Estate Securities (the
"Purchaser").
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). 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 Corporations 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.
<PAGE>
Rosenberg & Liebentritt, P.C.
June 13, 1997
Page 3
Based upon, subject to and limited by the foregoing, we are of the
opinion that following issuance of the Common Shares pursuant to the terms of
the Terms Agreement and the Purchase Agreement and receipt by the Company of the
consideration for the Common Shares specified in the resolutions of the Board of
Trustees and the Pricing Committee referred to above, the Common Shares will be
validly issued, fully paid and nonassessable under the Maryland REIT Statute.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing by the Company of a
Current Report on Form 8-K on the date of this opinion letter, which Form 8-K
will be incorporated by reference into the Registration Statement. This opinion
letter should not be quoted in whole or in part or otherwise be referred to, nor
filed with or furnished to any governmental agency or other person or entity,
without the prior written consent of this firm.
We hereby consent to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
