SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(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 (IRS Employer Identification No.)
or Organization)
TWO NORTH RIVERSIDE PLAZA 60606
CHICAGO, ILLINOIS (zip code)
(Address of principal executive
offices)
SECURITIES TO BE REGISTERED PURSUANT
TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS Name of Each Exchange on Which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Series E Cumulative Convertible New York Stock Exchange
Preferred Shares of Beneficial
Interest
Series F Cumulative Redeemable New York Stock Exchange
Preferred Shares of Beneficial
Interest
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF
THE ACT:
None.
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
The description of the Series E Cumulative
Convertible Preferred Shares of Beneficial Interest
("Series E Preferred") to be registered hereunder
set forth under the caption "Description of Series
A Cumulative Convertible Preferred Shares" in
Wellsford Residential Property Trust's Registration
Statement on Form S-11 (Registration No. 33-69868)
dated October 1, 1993 and in Amendments Nos. 1 and
2 thereto dated October 22, 1993, and November 4,
1993, respectively, is hereby incorporated herein
by reference. The Series E Preferred is being
issued in connection with the merger of the
Registrant and Wellsford Residential Property Trust
("Wellsford").
The description of the Series F Cumulative
Redeemable Preferred Shares of Beneficial Interest
("Series F Preferred") to be registered hereunder
set forth under the caption "Description of
Registrant's Securities to be Registered" in
Wellsford Residential Property Trust's Registration
Statement on Form 8-A dated September 5, 1995, is
hereby incorporated by reference. The Series F
Preferred is being issued in connection with the
merger of the Registrant and Wellsford.
Item 2. EXHIBITS
The securities described herein are to be listed on
the New York Stock Exchange on which other
securities of the Registrant are registered.
Accordingly, the following exhibits required in
accordance with Part I to the Instructions as to
exhibits on Form 8-A have been duly filed with, or
incorporated by reference in, the Form filed with
the Securities and Exchange Commission, but are
neither filed with, nor incorporated by reference
in, copies of this form to be filed with the New
York Stock Exchange.
NUMBER DESCRIPTION
1 Copy of Amendment No. 2 to the Registrant's
Registration Statement on Form S-4 (No. 333-24653)
4.1 Amended and Restated Declaration of Trust of Equity
Residential Properties Trust
4.2 Amended and Restated By-Laws of Equity Residential
Properties Trust
5.1 Specimen Series E Cumulative Convertible Preferred
Share Certificate
5.2 Specimen Series F Cumulative Redeemable Preferred Share
Certificate
13.1 Equity Residential Properties Trust Annual Report on
Form 10-K for the year
ended December 31, 1996
13.2 Equity Residential Properties Trust Annual Report
Shareholders for the year
ended December 31, 1996
13.3 Equity Residential Properties Trust Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
EQUITY RESIDENTIAL PROPERTIES TRUST (Registrant)
By:/S/ BRUCE C. STROHM
Bruce C. Strohm
Executive Vice President, Secretary
and General Counsel
Date: May 22, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*1 Copy of Amendment No. 2 to the
Registrant's Registration
Statement on Form S-4
(No. 333-24653)
*4.1 Amended and Restated
Declaration of Trust of Equity
Residential Properties Trust
[Incorporated by reference to
Exhibit 99.1 to Amendment No.
2 to the Registrant's
Registration Statement
No. 333-24653 on Form S-4]
*4.2 Amended and Restated Bylaws of
Equity Residential Properties
Trust
[Incorporated by reference to
Exhibit 99.2 to Amendment No.
2 to the Registrant's
Registration Statement
No. 333-24653 on Form S-4]
5.1 Specimen Series E Cumulative
Convertible Preferred Share
Certificate
5.2 Specimen Series F Cumulative
Redeemable Preferred Share
Certificate
*13.1 Equity Residential Properties
Trust Annual Report on Form
10-K for the year ended
December 31, 1996
(Commission File No. 1-2252)
*13.2 Equity Residential Properties
Trust Annual Report
Shareholders for the year
ended December 31, 1996
[Incorporated by reference to
Exhibit 13 to Annual Report on
Form 10-K for the year ended
December 31, 1996 Commission
File No. 1-2252]
*13.3 Equity Residential Properties
Trust Quarterly Report on Form
10-Q for the quarter ended
March 31, 1997 (Commission
File No. 1-2252)
* These exhibits are incorporated by reference in this registration
statement in accordance with Part I to the Instructions as to exhibits
on Form 8-A.
EXHIBIT 5.1
SERIES E CUMULATIVE CONVERTIBLE
EQUITY
PREFERRED SHARES OF BENEFICIAL INTEREST,
RESIDENTIAL PROPERTIES TRUST
PAR VALUE $.01 PER SHARE
ORGANIZED UNDER THE LAWS OF THE STATE OF MARYLAND
(LIQUIDATION PREFERENCE EQUAL TO
$25.00 PER SHARE)
THIS CERTIFICATE IS TRANSFERABLE
IN BOSTON, MA OR NEW YORK, NY
CUSIP ___________
SEE REVERSE FOR CERTAIN
RESTRICTIONS AND DEFINITIONS
Number
This certifies that
is the owner of
FULLY PAID AND NONASSESSABLE PREFERRED SHARES OF BENEFICIAL
INTEREST, PAR VALUE $.01 PER SHARE ("PREFERRED SHARES") IN
Equity Residential Properties Trust, a real estate investment trust formed
under the laws of the State of Maryland, which Preferred Shares are held
subject to the Declaration of Trust and Bylaws of the Trust and any amendments
thereto. Such Declaration of Trust is filed and on record with the State
Department of Assessments and Taxation of Maryland.
The holder hereof has no interest, legal or equitable, in any specific
property of the Trust and no transfer of this Certificate will be effective
until this Certificate has been surrendered to the offices of the Transfer
Agent and the transfer recorded in the books of the Registrar. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Trust and the facsimile signatures of its
duly authorized officers.
Dated:
Countersigned and Registered:
THE FIRST NATIONAL BANK OF BOSTON
By: Transfer Agent
and Registrar
Authorized Signature SECRETARY
PRESIDENT
SEAL
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
IMPORTANT NOTICE
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 TRUST WILL FURNISH TO ANY SHAREHOLDER, ON REQUEST AND
WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 8-
203(d) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF
MARYLAND. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE TRUST AT ITS
PRINCIPAL OFFICE OR TO THE TRANSFER AGENT. THE SECURITIES 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 (UNLESS
SUCH PERSON IS AN EXCEPTED PERSON) MAY DIRECTLY OR INDIRECTLY OWN COMMON
SHARES AND/OR 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 ATTEMPTS OR PROPOSES TO DIRECTLY OR INDIRECTLY OWN COMMON SHARES
AND/OR 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. ALL ITALICIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE
DECLARATION OF TRUST OF THE TRUST, A COPY OF WHICH, INCLUDING THE RESTRICTIONS
ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS.
IF THE RESTRICTIONS ON OWNERSHIP ARE VIOLATED, THE SECURITIES REPRESENTED
HEREBY WILL BE DESIGNATED AND TREATED AS EXCESS SHARES PURSUANT TO THE
DECLARATION OF TRUST OF THE TRUST.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF
GIFT MIN ACT -
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as tenants with the right
of survivorship and not as
under Uniform Gifts to Minors Act
tenants in common
(State)
UNIF
TRF MIN ACT -
Cust) (Minor)
(until age ___) under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not
in the above list.
ASSIGNMENT
For Value Received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
Series E Cumulative Convertible Preferred Shares of Beneficial Interest
represented by the within Certificate, and do hereby irrevocably constitute
and appoint
attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated
Signature Guarantee
EXHIBIT 5.2
SERIES F CUMULATIVE REDEEMABLE EQUITY
PREFERRED SHARES OF BENEFICIAL INTEREST,
RESIDENTIAL PROPERTIES TRUST
PAR VALUE $.01 PER SHARE
ORGANIZED UNDER THE LAWS OF THE STATE OF MARYLAND
(LIQUIDATION PREFERENCE EQUAL TO
$25.00 PER SHARE)
THIS CERTIFICATE IS TRANSFERABLE
IN BOSTON, MA OR NEW YORK, NY
CUSIP __________
SEE REVERSE FOR CERTAIN
RESTRICTIONS AND DEFINITIONS
Number
This certifies that
is the owner of
FULLY PAID AND NONASSESSABLE PREFERRED SHARES OF BENEFICIAL
INTEREST, PAR VALUE $.01 PER SHARE ("PREFER1RED SHARES") IN
Equity Residential Properties Trust, a real estate investment trust formed
under the laws of the State of Maryland, which Preferred Shares are held
subject to the Declaration of Trust and Bylaws of the Trust and any amendments
thereto. Such Declaration of Trust is filed and on record with the State
Department of Assessments and Taxation of Maryland.
The holder hereof has no interest, legal or equitable, in any specific
property of the Trust and no transfer of this Certificate will be effective
until this Certificate has been surrendered to the offices of the Transfer
Agent and the transfer recorded in the books of the Registrar. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Trust and the facsimile signatures of its
duly authorized officers.
Dated:
Countersigned and Registered:
THE FIRST NATIONAL BANK OF BOSTON
By: Transfer Agent
and Registrar
Authorized Signature SECRETARY
PRESIDENT
SEAL
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
IMPORTANT NOTICE
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 TRUST WILL FURNISH TO ANY SHAREHOLDER, ON REQUEST AND
WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 8-
203(d) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF
MARYLAND. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE TRUST AT ITS
PRINCIPAL OFFICE OR TO THE TRANSFER AGENT. THE SECURITIES 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 (UNLESS
SUCH PERSON IS AN EXCEPTED PERSON) MAY DIRECTLY OR INDIRECTLY OWN COMMON
SHARES AND/OR 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 ATTEMPTS OR PROPOSES TO DIRECTLY OR INDIRECTLY OWN COMMON SHARES
AND/OR 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. ALL ITALICIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE
DECLARATION OF TRUST OF THE TRUST, A COPY OF WHICH, INCLUDING THE RESTRICTIONS
ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS.
IF THE RESTRICTIONS ON OWNERSHIP ARE VIOLATED, THE SECURITIES REPRESENTED
HEREBY WILL BE DESIGNATED AND TREATED AS EXCESS SHARES PURSUANT TO THE
DECLARATION OF TRUST OF THE TRUST.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF
GIFT MIN ACT -
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as tenants with the right
of survivorship and not as
under Uniform Gifts to Minors Act
tenants in common
(State)
UNIF
TRF MIN ACT -
(Cust) (Minor)
(until age ___) under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not
in the above list.
ASSIGNMENT
For Value Received, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE
Series F Cumulative Redeemable Preferred Shares of Beneficial Interest
represented by the within Certificate, and do hereby irrevocably constitute
and appoint
attorney
to transfer the said shares on the books of the within named Trust with
full power of substitution in the premises.
Dated
Signature Guarantee
