UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Amendment No. 1 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EQUITY RESIDENTIAL PROPERTIES TRUST
-----------------------------------
(Name of issuer as specified in its Charter)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of class of securities)
29576L
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(CUSIP Number)
Cornelius J. Dwyer, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-7019
---------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
June 27, 1997
---------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following |_|.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 7 Pages)
<PAGE>
Schedule 13D
============================ =================================
CUSIP No. 0005543821 Page 2 of 7 Pages
============================ =================================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Stichting Pensioenfonds ABP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* 00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Kingdom of the Netherlands
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER -- 4,272,728
SHARES
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER --
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER -- 4,272,728
PERSON ------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER -- 156,100
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,428,828
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* EP
- --------------------------------------------------------------------------------
(Page 2 of 7 Pages)
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 amends and supplements the Statement on
Schedule 13D filed on September 16, 1996 (the "Schedule 13D") by Stichting
Pensioenfonds ABP, an entity established under the laws of The Kingdom of the
Netherlands, with respect to common shares of beneficial interest ("Common
Shares"), of Equity Residential Properties Trust (the "Issuer"). The Issuer is a
real estate investment trust formed in Maryland and has its principal executive
offices located at Two North Riverside Plaza, Suite 400, Chicago, Illinois.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and supplemented
to read as follows:
This statement is filed by Stichting Pensioenfonds ABP, an
entity established under the laws of The Kingdom of the Netherlands (the
"Fund"), whose principal business is investing funds held on behalf of public
sector employees of The Kingdom of the Netherlands. The address of the Fund's
principal executive office is Oude Lindestraat 70; postbus 2889, 6401 DL
Heerlen, The Netherlands. The name, principal occupation, citizenship and
business address of each director and of each executive officer of the Fund are
as follows:
<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
J. Kleiterp Executive Chairman The Netherlands Bestuur Abp
of the Board of P.O. Box 30909
Trustees of the Fund 2500 GX DEN HAAG
H.J. Albersen Trustee of the Fund The Netherlands CMHF
P.O. Box 80204
2508 AM DEN HAAG
E.J. Anneveld Trustee of the Fund The Netherlands C.F.O.
P.O. Box 84501
2508 AM DEN HAAG
W. Drees Trustee of the Fund The Netherlands Wieringenmeen 36
3844 NA HARDERWIJK
L. Koopmans Trustee of the Fund The Netherlands Lange Voorhout 86, app. 24
2514 EJ DEN HAAG
</TABLE>
(Page 3 of 7 Pages)
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
C.L.J. V. Overbeek Trustee of the Fund The Netherlands Katholieke Onderwijs
Vakorganisatie
Verrijn Stuartlaan 36
2280 EL RIJSWIJK
A.C. van Pelt Trustee of the Fund The Netherlands Ned. Gennootschap van
Leraren
P.O. Box 407
3300 AK DORDRECHT
J. Riezenkamp Trustee of the Fund The Netherlands Hoflaan 20
First Deputy 3062 JG Rotterdam
Chairman of the Fund
D.M. Sluimers Trustee of the Fund The Netherlands Ministerie van Financien
Casuariestraat 32
2511 VB DEN HAAG
A.F.P.M. Scherf Trustee of the Fund The Netherlands Icaruslaan 20
5631 LD EINDHOVEN
R.J. in't Veld Trustee of the Fund The Netherlands Waterbieskreek 40
2353 JH Leiderdorp
J. Witvoet Trustee of the Fund The Netherlands Kanostraat 25
1784 SR Den Helder
X.J. den Uyl Second Deputy Chairman The Netherlands Linnaeuslaan 14
of the Fund 2012 PP HAARLEM
J.W.E. Neervens Executive Chairman of The Netherlands ABP
the Board of Directors Oude Lindestraat 70
of the Fund 6411 EJ HEERLEN
J.F. Maassen Member of the Board of The Netherlands ABP
Directors of the Fund Oude Lindestraat 70
6411 EJ HEERLEN
J.M.G. Frijns Member of the Board of The Netherlands ABP
Directors of the Fund Oude Lindestraat 70
6411 EJ HEERLEN
</TABLE>
(Page 4 of 7 Pages)
<PAGE>
During the last five years, neither the Fund nor any of its
executive officers or directors has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule D is hereby amended and supplemented to
read as follows:
On September 16, 1996, the Fund acquired 2,272,728 Common
Shares directly from the Issuer in an offering registered under the Securities
Act of 1933, as amended, at a price of U.S. $33 per Common Share, raising the
number of Common Shares beneficially owned by the Fund to 2,417,128
(approximately 5.3% of the aggregate number of Common Shares outstanding).
On June 27, 1997, the Fund acquired 2,000,000 Common Shares
directly from the Issuer in an offering registered under the Securities Act of
1933, as amended, at a price of U.S. $44.625 per Common Share, raising the
number of Common Shares beneficially owned by the Fund to 4,428,828
(approximately 6.0% of the aggregate number of Common Shares outstanding).
The funds for the foregoing purchases of shares of Preferred
Stock by the Fund were supplied from Dutch public sector pensioners'
contributions to the Fund.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule D is hereby amended and supplemented to
read as follows:
(a)-(b) As of the date hereof, the Fund has the sole power to
vote and dispose of 4,272,728 Common Shares. The Fund has the shared power to
dispose of an additional 156,100 Common Shares held by the Fund in a securities
account with ABN AMRO BANK N.V. managed by ABKB/LaSalle Securities. ABKB/LaSalle
Securities, as manager of the securities account, has the sole power to vote
such additional Common Shares. Based on information provided by the Issuer to
the Fund on June 27, 1997, the 4,428,828 Common Shares beneficially owned by the
Fund constitute approximately 6% of the outstanding Common Shares. To the
knowledge of the Fund, no Common Shares are beneficially owned by any director
or executive officer listed under Item 2 above.
(Page 5 of 7 Pages)
<PAGE>
(c) The Fund has effected the following purchases directly
from the Issuer in an offering registered under the Securities Act of 1933, as
amended, of Common Shares during the past 60 days:
DATE OF NUMBER OF PRICE
PURCHASE SHARES PURCHASED PER SHARE
-------- ---------------- ---------
June 27, 1997 2,000,000 U.S. $44.625
The Fund has effected no open market purchases of the Common
Shares in the past 60 days.
(d) To the knowledge of the Fund, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock beneficially owned by the
Fund.
(e) Not applicable.
Signature
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After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: July __, 1997 STICHTING PENSIOENFONDS ABP
By s/s J. Mensonides
--------------------
Name: J. Mensonides
Title: Managing Director
Equity Investments
By s/s P.A.W.M. Spijkers
----------------------------
Name: P.A.W.M. Spijkers
Title: Managing Director
Fixed Income Investments
(Page 6 of 7 Pages)
