<PAGE>
As filed with the Securities and Exchange Commission on March 20, 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): March 20, 1997
(March 13, 1997)
EQUITY RESIDENTIAL PROPERTIES TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland 1-12252 36-3877868
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 474-1300
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
<PAGE>
ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
1 Form of Purchase Agreement dated March 13, 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.
333-12211, under the Securities Act of 1933, as
amended, and which, as this Form 8-K filing is
incorporated by reference in such registration
statement, is set forth in full in such
registration statement.
5 Opinion of Rosenberg & Liebentritt, P.C., 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. 333-12211, 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>
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: March 20, 1997 By: /s/ Bruce C. Strohm
_______________________________________
Bruce C. Strohm, Secretary,
Executive Vice President and
General Counsel
2
<PAGE>
PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement") is made as of March 13, 1997, by
and between EQUITY RESIDENTIAL PROPERTIES TRUST (the "Company") and ________
____________________________________________________________ (the "Purchaser").
SECTION I.
Authorization and Sale of Shares
--------------------------------
1.1. Authorization of Sale of the Shares. Subject to the terms and
conditions of this Agreement, the Company has authorized the sale of ________
common shares of beneficial interest, $.01 par value per share ("Shares"), to
the Purchaser.
1.2. Sale of Shares. At the Closing (as defined in Section 2), the Company
will issue and sell to the Purchaser, and Purchaser will buy from the Company,
upon the terms and conditions hereinafter set forth, ______ Shares at a price of
$46.00 per Share for an aggregate purchase price of $____________.
SECTION II.
Closing Date; Delivery
----------------------
2.1. Closing Date. The closing (the "Closing") of the purchase and sale of
the Shares hereunder shall occur at the offices of Rosenberg & Liebentritt,
P.C., Chicago, Illinois on Wednesday, March 19, 1997, or at such other time and
place as the parties hereto may agree (the "Closing Date").
2.2. Delivery. At the Closing, the Company will deliver, via the facilities
of The Depository Trust Company, certificates representing the Shares registered
in the Purchaser's name or in the name of Purchaser's nominee. Such delivery
shall be against payment of the purchase price for the Shares determined
pursuant to Section 1.2 above by wire transfer to a bank account of the Company
specified to the Purchaser by the Company.
SECTION III.
Representations and Warranties of the Company
---------------------------------------------
The Company represents and warrants to Purchaser as follows:
(a) The Company has been duly organized and is validly existing as a real
estate investment trust in good standing under the laws of Maryland with full
corporate power and authority to own, lease and operate its properties and
conduct its business as described in the Company's Registration Statement on
Form S-3 (File No. 333-12211) relating to the sale of the Shares (as amended,
the "Registration Statement").
(b) The Company has full power and authority to enter into this Agreement
and to perform the transactions contemplated hereby. This Agreement has been
duly authorized, executed and delivered by the Company and is a valid and
binding agreement on the part of the
1
<PAGE>
Company, enforceable against the Company in accordance with its terms, except as
may be limited by applicable laws or equitable principles and except as
enforcement hereof may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or affecting creditors' rights
generally or by general equitable principles; the performance of this Agreement
by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby will not result in a breach or violation of any
of the terms and provisions of, or constitute a default under the Declaration of
Trust or By-laws of the Company, assuming that, following the issuance of the
Shares to Purchaser, Purchaser will own less than the Ownership Limit (as
defined in the Company's Declaration of Trust) or such limit regarding ownership
of Common Shares by Purchaser that has been established by a resolution of the
Board of Trustees in accordance with Article VII of the Company's Declaration of
Trust.
(c) The Common Shares to be purchased from the Company hereunder have been
duly authorized for issuance and, when issued and delivered to the Purchaser by
the Company against payment therefor in accordance with the terms of this
Agreement, will be duly and validly issued and fully paid and non-assessable.
(d) The Common Shares are registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are
approved for listing, subject to notice of issuance on the New York Stock
Exchange, Inc. The Company has taken no action designed to, or likely to have
the effect of, terminating the registration of the Common Shares under the
Exchange Act or delisting the Common Shares from the New York Stock Exchange,
Inc., nor has the Company received any notification that the Commission (as
defined below) or the New York Stock Exchange, Inc. is contemplating terminating
such registration or listing.
(e) The Registration Statement has become effective and the Company has not
received, and has no notice of, any order of the Securities and Exchange
Commission (the "Commission") preventing or suspending the use of the
Registration Statement or the Prospectus contained therein, or proceedings
instituted for that purpose.
SECTION IV.
Representations and Warranties of the Purchasers
------------------------------------------------
This Agreement has been duly authorized, executed and delivered by the
Purchaser and constitutes a valid and legally binding obligation of the
Purchaser, enforceable in accordance with its terms, except as may be limited by
applicable laws or equitable principles and except as enforcement hereof may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or affecting creditors' rights generally or by general
equitable principles. Purchaser is acquiring the Shares for investment and not
with a view to distribution.
SECTION V.
Conditions to Closing of Purchaser
----------------------------------
The Purchaser's obligation to purchase the Shares at the Closing is subject
to fulfillment or waiver as of the Closing Date of the following conditions:
2
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(a) The representations and warranties made by the Company in Section 3
hereof shall be true and correct in all material respects when made, and shall
be true and correct in all material respects on the Closing Date with the same
force and effect as if they had been made on and as of said date.
(b) All covenants, agreements and conditions contained in this Agreement to
be performed by the Company on or prior to the Closing Date shall have been
performed and complied with in all material respects.
(c) The Purchaser shall have received a legal opinion of Rosenberg &
Liebentritt in substantially the form of Exhibit A attached hereto.
(d) The Registration Statement shall continue to be effective, and no stop
order suspending the effectiveness thereof shall have been issued and no
proceeding for that purpose shall have been initiated or, to the knowledge of
the Company, threatened, by the Commission.
SECTION VI.
Conditions of Closing of Company
--------------------------------
The Company's obligation to sell and issue the Shares at the Closing is
subject to the fulfillment or waiver as of the Closing Date of the following
conditions:
(a) The representations made by Purchaser in Section 4 hereof shall be true
and correct when made, and shall be true and correct on the Closing Date.
(b) All actions, covenants, agreements and conditions contained in this
Agreement to be performed by the Purchaser on or prior to the Closing Date shall
have been performed and complied with in all respects.
(c) The Registration Statement shall continue to be effective, and no stop
order suspending the effectiveness thereof shall have been issued and no
proceeding for that purpose shall have been initiated or, to the knowledge of
the Company, threatened, by the Commission.
SECTION VII.
Miscellaneous
-------------
7.1. Waivers and Amendments. The terms of this Agreement may be waived or
amended only with the written consent of the Company and Purchaser.
7.2. Governing Law. This Agreement shall be governed in all respects by the
laws of Illinois without regard to the conflict of laws and rules thereof.
7.3. Successors and Assigns. This Agreement may not be assigned by
Purchaser without the written consent of the Company.
3
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7.4. Entire Agreement. This Agreement, which includes the Exhibits hereto,
constitutes the full and entire understanding and agreement between the parties
with regard to the subjects herein.
7.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
7.6. Further Assurances. Each party to this Agreement shall do and perform
or cause to be done and performed all such further acts and things and shall
execute and deliver all such other agreements, certificates, instruments and
documents as the other party hereto may reasonably request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.
7.7. Expenses. The Company and Purchaser shall bear its own expense
incurred on its behalf with respect to this Agreement and the transactions
contemplated herein, including fees of legal counsel.
7.8. Survivability. The respective representations and covenants of the
parties hereto shall survive the Closing of the transactions contemplated
hereby.
7.9. Limitation on Liability. The Company is an unincorporated real estate
investment trust. No obligations of the Company hereunder are personally binding
upon, nor shall any recourse be had personally to, or against the private
property of, any of the trustees, shareholders, officers, employees or agents of
the Company, but the Purchaser shall look solely to the property of the Company
for satisfaction of any claim hereunder.
* * * * *
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
EQUITY RESIDENTIAL PROPERTIES TRUST
By:
____________________________________________
Name:
_____________________________________
Title:
_____________________________________
Address:
Telecopy No.:
________________________________________________
________________________________________________
By:
____________________________________________
Name:
_____________________________________
Title:
_____________________________________
Address:
Telecopy No.:
5
<PAGE>
[ROSENBERG & LIEBENTRITT LETTERHEAD]
March 20, 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. 333-12211) (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 offering of an
aggregate of 517,800 Common Shares (the "Shares") as described in a Prospectus
Supplement dated March 20, 1997. 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.
2. The Amended and Restated Declaration of Trust, as amended, of the
Company (the "Declaration of Trust"), as certified by the Maryland
State Department of Assessments and Taxation on March 11, 1997 and by
the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
<PAGE>
Board of Trustees
Equity Residential Properties Trust
March 20, 1997
Page 2
3. The Amended and Restated Bylaws of the Company, as certified by the
Secretary of the Company on the date hereof as then being complete,
accurate and in effect.
4. Resolutions of the Board of Trustees of the Company adopted on
September 8, 1995 and September 13, 1996 relating to the filing of the
Registration Statement and related matters, and on February 24, 1997,
and of the Pricing Committee of the Board of Trustees on March 13,
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. Executed copies of the Purchase Agreement dated March 13, 1997, as
amended, between the Company and the purchaser of the Shares (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 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 Purchase Agreement 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.
<PAGE>
Board of Trustees
Equity Residential Properties Trust
March 20, 1997
Page 3
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 Pinkman Haring
-----------------------------
Vice President
<PAGE>
EXHIBIT A
March 20, 1997
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1515
Chicago, Illinois 60606
Ladies and Gentleman:
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. 333-12211) (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 offering of 517,800 common shares of
beneficial interest, $0.1 par value (the "Common Shares"), as described in a
Prospectus Supplement dated March 20, 1997. 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.
2. The Amended and Restated Declaration of Trust, as amended, of the
Company (the "Declaration of Trust"), as certified by the Maryland
State Department of Assessments and Taxation on
<PAGE>
Rosenberg & Liebentritt, P.C.
March 20, 1997
Page 2
March 11, 1997 and the Secretary of the Company on the date hereof
as then being complete, accurate and in effect.
3. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
4. Resolutions of the Board of Trustees of the Company adopted on
September 8, 1995, September 13, 1996, relating to the filing of
the Registration Statement and related matters, and on February
24, 1997, and of the Pricing Committee of the Board of Trustees on
March 13, 1997, relating to the offering of the Common Shares, as
certified by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
5. Executed copies of the Purchase Agreement dated March 13, 1997, as
amended, between the Company and the Purchaser of the Common
Shares (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 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.
March 20, 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 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,
HOGAN & HARTSON L.L.P.
