<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment to Application of Report
Filed Pursuant to Section 12, 13 or 15(d) of
The Securities Exchange Act of 1934
EQUITY RESIDENTIAL PROPERTIES TRUST
(Exact Name of Registrant As Specified In Its Charter)
1-12252
(Commission File No.)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
November 15, 1996 as set forth in the pages attached hereto:
Filing of amended information under Item 7 (b).
Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant
has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
Equity Residential Properties Trust
Date: November 15, 1996 By: /s/ Michael J. McHugh
--------------------------------
Michael J. McHugh
Senior Vice President, Chief
Accounting Officer and Treasurer
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Capitalized terms not defined herein are used as defined in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, as amended by Form
10-K/A, and the Company's Quarterly Report on Form 10-Q for the three months
ended September 30, 1996.
The following unaudited Pro Forma Condensed Balance Sheet as of September 30,
1996 and Statement of Operations for the nine months ended September 30, 1996
have been presented as if the January 1996 Common Share Offering, the February
1996 Common Share Offering, the May 1996 Common Share Offerings, the Third
Public Debt Offering, the Series C Preferred Share Offering, the September 1996
Common Share Offering, the refinancing of certain tax-exempt bonds, the
acquisition of 41 multifamily residential properties (10 from January 1, 1996
through May 30, 1996 and 31 from May 31, 1996 through the date of this Form
8-K) and disposition of two multifamily residential properties had occurred on
January 1, 1996 (or September 30, 1996 for balance sheet purposes).
Thirty-eight of the acquired properties are included in the Historical Balance
Sheet as of September 30, 1996 and three of the properties which were acquired
subsequent to September 30, 1996 are included on a Pro Forma basis as described
in Note A of the Pro Forma Condensed Consolidated Balance Sheet as of September
30, 1996.
The following unaudited Pro Forma Statement of Operations for the year ended
December 31, 1995 has been presented as if the January 1996 Common Share
Offering, the February 1996 Common Share Offering, the May 1996 Common Share
Offerings, the Second Public Debt Offering, the Series A Preferred Share
Offering, the Series B Preferred Share Offering, the Third Public Debt Offering,
the Series C Preferred Share Offering, the September 1996 Common Share Offering,
the refinancing of certain tax-exempt bonds, the acquisition of 58 multifamily
residential properties, the disposition of eight multifamily residential
properties and the investment in partnership interests and subordinated
mortgages collateralized by 21 multifamily residential properties had occurred
on January 1, 1995.
The unaudited Pro Forma Condensed Consolidated Financial Statements are not
necessarily indicative of the results of future operations, nor the results of
historical operations, had all the transactions occurred as described above on
either January 1, 1995 or January 1, 1996.
The Pro Forma Condensed Consolidated Financial Statements should be read in
conjunction with the accompanying Notes to Pro Forma Condensed Consolidated
Financial Statements, Quarterly Report on Form 10-Q for the three months ended
September 30, 1996 and Combined Statements of Revenue and Certain Expenses
(included elsewhere herein).
2
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1996
(UNAUDITED)
(Amounts in thousands)
<TABLE>
<CAPTION>
1996
Most Recent
Acquired Pro
Historical Properties (A) Forma
---------- -------------- ----------
<S> <C> <C> <C>
ASSETS
Rental property, net $2,473,686 $ 58,065 $2,531,751
Real Estate held for disposition 11,260 -- 11,260
Investment in mortgage notes, net 86,486 -- 86,486
Cash and cash equivalents 152,545 (37,269) 115,276
Rents receivable 2,126 -- 2,126
Deposits-restricted 5,501 -- 5,501
Escrows deposits-mortgage 14,953 -- 14,953
Deferred financing costs, net 13,062 -- 13,062
Other assets 25,247 -- 25,247
---------- -------- ----------
Total assets $2,784,866 $ 20,796 $2,805,662
========== ======== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $ 738,862 $ 20,796 $ 759,658
Line of credit -- -- --
Notes, net 498,761 -- 498,761
Accounts payable and accrued expenses 36,063 -- 36,063
Accrued interest payable 14,682 -- 14,682
Due to affiliates 778 -- 778
Rents received in advance and other liabilities 16,813 -- 16,813
Security deposits 12,945 -- 12,945
Distributions payable 39,233 -- 39,233
---------- -------- ----------
Total liabilities 1,358,137 20,796 1,378,933
---------- -------- ----------
Commitments and contingencies
Minority Interests 154,839 -- 154,839
---------- -------- ----------
Shareholders' equity:
Common shares 458 -- 458
Preferred shares 393,000 -- 393,000
Employee notes (5,274) -- (5,274)
Paid in capital 962,647 -- 962,647
Distributions in excess of accumulated earnings (78,941) -- (78,941)
---------- -------- ----------
Total shareholders' equity 1,271,890 -- 1,271,890
---------- -------- ----------
Total liabilities and shareholders' equity $2,784,866 $ 20,796 $2,805,662
========== ======== ==========
</TABLE>
(A) Reflects the most recent multifamily residential property acquisitions,
which include Marbrisa, Cedar Crest and Lakeville Resort (acquired October
and November, 1996) (collectively the "1996 Most Recent Acquired
Properties"). In connection with such acquisitions the amounts presented
include the initial purchase price as well as subsequent closing costs
incurred and capital improvements required as identified in the acquisition
process and the assumption of $20.8 million of mortgage indebtedness
secured by one of the 1996 Most Recent Acquired Properties.
3
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the nine months ended September 30, 1996
(UNAUDITED)
(Amounts in thousands except for share data)
<TABLE>
<CAPTION>
1996 1996
Previously Most Recent 1996
Acquired Acquired Disposed
Historical Properties (A) Properties (B) Properties (C)
---------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
REVENUES
Rental income $327,749 $41,949 $ 6,524 $ (505)
Fee and asset management 4,982 -- -- --
Interest income - investment in mortgage notes 9,084 -- -- --
Interest and other income 2,232 -- -- --
------- ------ ----- ----
Total revenues 344,047 41,949 6,524 (505)
------- ------ ----- ----
EXPENSES
Property and maintenance 93,128 11,024 1,720 (226)
Real estate taxes and insurance 32,301 4,421 623 (43)
Property management 13,136 -- -- (22)
Fee & asset management 3,037 -- -- --
Depreciation 66,759 -- -- (82)
Interest:
Expense incurred 58,632 -- -- (1)
Amortization of deferred financing costs 2,860 -- -- --
General and administrative 6,690 -- -- --
------- ------ ----- ----
Total expenses 276,543 15,445 2,343 (374)
------- ------ ----- ----
Income before gain on disposition of properties,
extraordinary items and allocation to Minority Interests 67,504 $26,504 $4,181 (131)
====== ===== ====
Gain on disposition of properties 2,346
-------
Income before extraordinary items and
allocation to Minority Interests 69,850
Write-off of unamortized costs on refinanced debt (3,134)
-------
Income before allocation to Minority Interests 66,716
(Income) allocated to Minority Interests (E) (8,426)
-------
Net income 58,290
Preferred distributions 19,953
-------
Net income available to Common Shares $ 38,337
=======
Net income per weighted average Common
Share outstanding $ 0.94
=======
Weighted average Common Shares outstanding 40,934
=======
</TABLE>
<TABLE>
<CAPTION>
Pro
Adjustments (D) Forma
--------------- --------
<S> <C> <C>
REVENUES
Rental income $ -- $375,717
Fee and asset management -- 4,982
Interest income - investment in mortgage notes -- 9,084
Interest and other income (1,168) 1,064
------ -------
Total revenues (1,168) 390,847
------ -------
EXPENSES
Property and maintenance (324) 105,322
Real estate taxes and insurance -- 37,302
Property management 922 14,036
Fee & asset management -- 3,037
Depreciation 8,915 75,592
Interest:
Expense incurred 12,963 71,594
Amortization of 86 2,946
General and administrative -- 6,690
------ -------
Total expenses 22,562 316,519
------ -------
Income before gain on disposition of properties,
extraordinary items and allocations to Minority Interests $(23,730) 74,328
=======
Gain on disposition on disposition of properties --
-------
Income before extraordinary items and
allocation to Minority Interests 74,328
Write-off of unamortized costs on refinanced debt --
-------
Income before allocation to Minority Interests 74,328
(Income) allocated to Minority Interests (E) (7,548)
-------
Net income 66,780
Preferred distributions (F) 27,183
-------
Net income available to Common Shares $ 39,597
=======
Net income per weighted average Common
Share outstanding $ 0.87
=======
Weighted average Common Shares outstanding (G) 45,775
=======
(A) Reflects the results of operations for Desert Park, 7979 Westheimer, Sabal
Pointe (fka: Vinings at Coral Springs), Woodbridge (fka: The Plantations),
Heron Landing (fka: Oxford & Sussex), The Pines of Cloverlane, Regency
Palms, Port Royale II, 2900 on First, Woodland Hills, Ivy Place (fka: Post
Place), Ridgetree, Country Ridge, Rosehill Pointe, Forest Ridge, Canyon
Sands Village, Desert Sands Village, Chandler Court, Lands End, Mallard
Cove, Sunny Oak Village, Pine Meadow, Summer Ridge, Promenade Terrace,
South Creek, Pueblo Villas, Brixworth, Brierwood, Woodscape, Park Place,
Canterchase, Eagle Canyon, Summerset Village, Songbird, Willowglen,
Merrimac Woods, Casa Capricorn and Hunter's Glen (acquired from February
through September, 1996) (collectively the "1996 Previously Acquired
Properties"). The amounts presented represent the historical amounts for
certain revenues and expenses for the periods from January 1, 1996 through
the respective acquisition dates for each property.
(B) Reflects the results of operations for the 1996 Most Recent Acquired
Properties. The amounts presented for rental revenues, property and
maintenance and real estate taxes and insurance are based on the revenues
and certain expenses of the 1996 Most Recent Acquired Properties for the
nine months ended September 30, 1996 as contained in the Combined Statement
of Revenues and Certain Expenses included elsewhere herein.
(C) Reflects the elimination of the results of operations for Sanddollar and
Deer Run (the "1996 Disposed Properties") for the period from January 1,
1996 through the respective disposition dates for each property.
(D) Reflects the following adjustments to the 1996 Previously Acquired
Properties and the 1996 Most Recent Acquired Properties results of
operations as follows:
Interest and other income:
Reduction of interest income due to the use of working capital for
property acquisitions $(-1,168)
=======
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Property and maintenance:
The elimination of third-party management fees where the Company is
providing onsite property management services $ (324)
========
Property management:
Incremental cost associated with self management of the 1996 Most Recent
Acquired Properties for the nine months ended September 30, 1996 and
the 1996 Previously Acquired Properties for the period from January 1,
1996 through the respective acquisition dates for each property. $ 922
========
Depreciation:
Reflects depreciation based on the expected total investment of $58.1
million for the 1996 Most Recent Acquired Properties and the expected
total investment of $570.9 million for the 1996 Previously Acquired
Properties less 10% allocated to land and depreciated over a 30-year
life for real property. Depreciation for the 1996 Previously Acquired
Properties reflect amounts from January 1, 1996 through the respective
acquisition dates for each property. $ 8,915
========
Interest:
Expense incurred:
Interest on mortgage indebtedness for certain of the 1996 Previously
Acquired Properties and the 1996 Most Recent Acquired Properties (I) $ 5,352
Interest on refinancing $138.4 million of tax-exempt bonds at an average
interest cost of 4.4% for the nine months ended September 30, 1996 4,567
Interest on refinancing $77.1 million of tax-exempt bonds at a blended
average interest cost of 6.88% for the nine months ended September 30,
1996 3,977
Non-usage fee on the Company's unused portion of its line of credit equal
to 20 basis points on $250 million 375
Interest on the Third Public Debt Offering in the amount $150 million at
7.57% for the nine months ended September 30, 1996 8,516
Amortization of a swap settlement amount associated with the Third Public
Debt Offering for the nine months ended September 30, 1996 (43)
Reduction of interest associated with refinancing $138.4 million of tax-
exempt bonds to the extent amounts are already included in the Company's
historical financial results (4,164)
Reduction of interest associated with refinancing $77.1 million of tax-
exempt bonds to the extent amounts are already included in the Company's
historical financial results (1,332)
Reduction of interest associated with amounts borrowed on the Company's
line of credit and the Third Public Debt Offering to the extent amounts
are already included in the Company's historical financial results (4,285)
--------
$12,963
========
Amortization of financing costs:
Amortization of financing costs on the Third Public Debt Offering of
$1,275,000 over 10 years for the nine months ended September 30, 1996 96
Reduction of amortization associated with the Third Public Debt Offering
to the extent amounts are already included in the Company's historical
financial results (10)
--------
$ 86
========
</TABLE>
(E) A portion of income was allocated to Minority Interests representing
interests in the Operating Partnership not owned by the Company. The pro
forma allocation to Minority Interests (represented by OP Units) is based
upon the percentage owned by such Minority Interests as a result of the pro
forma transactions.
(F) Preferred distributions represents amounts payable on the Series A Preferred
Shares, Series B Preferred Shares and Series C Preferred Shares at the rates
of 9.375%, 9.125% and 9.125%, respectively, of the liquidation preference
thereof per annum.
(G) Pro Forma weighted average Common Shares outstanding for the nine months
ended September 30, 1996 was 45.8 million, which includes 45.8 million
Common Shares outstanding as of September 30, 1996. The Common Shares
outstanding does not include any shares issued in a private or public
offering that have not been used or are not intended to be used for
acquisitions or repayment of debt directly incurred in an acquisition.
(H) Detail of interest expense on mortgage indebtedness for certain of the 1996
Previously Acquired Properties and the 1996 Most Recent Acquired
Properties:
<TABLE>
<CAPTION>
Mortgage Interest Interest
Property Indebtedness Rate Expense
------------------------------------- ------------ -------- --------
<S> <C> <C> <C>
Woodbridge (fka: The Plantations) (1) $ 4,862 8.25% $ 68
Desert Sands Village (1) 8,957 6.50% 262
Canyon Sands Village (1) 8,952 6.50% 260
Pine Meadow (1) 4,948 8.33% 223
Promenade Terrace (1) 16,588 7.70% 703
South Creek (1) 16,651 8.00% 733
Park Place I (1) 8,996 8.50% 515
Park Place II (1) 8,996 8.70% 528
Canterchase (1) 5,838 7.66% 320
Songbird (1) 7,015 7.63% 383
Lakeville Resort 20,796 8.70% 1,357
------------ --------
Totals $ 112,599 $ 5,352
============ ========
</TABLE>
(1) The amounts presented for these properties represent the historical
amounts for the periods from January 1, 1996 through the respective
acquisition dates for each property.
5
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 1995
(UNAUDITED)
(Amounts in thousands except for share data)
<TABLE>
<CAPTION>
1995 1996 1995 & 1996
Acquired Acquired Disposed Pro
Historical Properties (A) Properties (B) Properties (C) Adjustments (D) Forma
---------- -------------- -------------- -------------- --------------- --------
<S> <C> <C> <C> <C> <C> <C>
REVENUES
Rental income $372,447 $23,598 $95,679 $(12,608) $ -- $479,116
Fee and asset management 7,030 -- -- -- -- 7,030
Interest income - investment in
mortgage notes 4,862 5,404 -- -- -- 10,266
Interest and other income 4,573 (28) -- (347) (1,243) 2,955
---------- -------------- -------------- -------------- --------------- --------
Total revenues 388,912 28,974 95,679 (12,955) (1,243) 499,367
---------- -------------- -------------- -------------- --------------- --------
EXPENSES
Property and maintenance 110,714 5,595 33,058 (4,324) (4,304) 140,739
Real estate taxes and insurance 37,002 2,386 10,629 (1,057) -- 48,960
Property management 15,213 -- -- (602) 2,860 17,471
Fee & asset management 3,887 -- -- -- -- 3,887
Depreciation 72,410 -- -- (1,923) 23,379 93,866
Interest:
Expense incurred 78,375 -- -- (823) 20,062 97,614
Amortization of deferred financing
costs 3,444 -- -- -- (19) 3,425
General and administrative 8,129 -- -- -- -- 8,129
---------- -------------- -------------- -------------- --------------- --------
Total expenses 329,174 7,981 43,687 (8,729) 41,978 414,091
---------- -------------- -------------- -------------- --------------- --------
Income before gain on disposition of
properties 59,738 $20,993 $51,992 $ (4,226) (43,221) 85,276
Gain on disposition of properties 21,617 ============== ============== ============== =============== --
---------- --------
Income before extraordinary items 81,355 85,276
Extraordinary item:
Gain on early extinguishment of
debt 2,000 --
---------- --------
Income before allocation to
Minority Interests 83,355 85,276
(Income) allocated to Minority
Interests (E) (15,636) (7,850)
---------- --------
Net income 67,719 77,426
Preferred distributions 10,109 (1) 36,244
---------- --------
Net income available to Common Shares $ 57,610 41,182
========== ========
Net income per weighted average
Common Share outstanding $ 1.68 0.94
========== ========
Weighted average Common Shares
outstanding 34,358 (G) 43,774
========== ========
</TABLE>
(A)Reflects the results of operations for the 1995 Acquired Properties. The
amounts presented represent the historical amounts for certain revenues and
expenses for the periods from January 1, 1995 through the respective
acquisition dates for each property.
(B)Reflects the results of operations of the 1996 Previously Acquired Properties
and the 1996 Most Recent Acquired Properties (collectively the "1996 Acquired
Properties"). The amounts presented for rental revenues, property and
maintenance and real estate taxes and insurance are based on the revenues and
certain expenses of the 1996 Acquired Properties for the year ended December
31, 1995 as contained in the Combined Statement of Revenue and Certain
Expenses included elsewhere herein.
(C)Reflects the elimination of the results of operations for the 1995 Disposed
Properties and the 1996 Disposed Properties for the year ended December 31,
1995.
<PAGE>
<TABLE>
<CAPTION>
(D) Reflects the following adjustments:
<S> <C>
Interest and other income:
Reduction of interest income due to the use of working capital for
property acquisitions $ (1,313)
Interest income earned on loans made to the Company's Chief Executive
Officer and other officers 70
--------
$ (1,243)
Property and maintenance: ========
The elimination of third-party management fees where the Company is
providing onsite property management services $ (4,304)
========
Property management:
Incremental cost associated with self management of the 1996 Acquired
Properties for the year ended December 31, 1995 and the 1995 Acquired
Properties for the period from January 1, 1995 through the respective
acquisition dates for each property. $ 2,860
========
Depreciation:
Reflects depreciation based on the expected total investment of $629
million for the 1996 Acquired Properties and the expected total
investment of $265.7 million for the 1995 Acquired Properties less 10%
allocated to land and depreciated over a 30-year life for real
property. Depreciation for the 1995 Acquired Properties reflect amounts
from January 1, 1995 through the respective acquisition dates for each
property. $ 23,379
========
Interest:
Expense incurred:
Interest on mortgage indebtedness for certain of the 1995 and 1996
Acquired Properties (H) $ 10,174
Interest on refinancing $138.4 million of tax-exempt bonds at an average
interest cost of 4.4% 6,090
Interest on refinancing $77.1 million of tax-exempt bonds at a blended
average interest cost of 6.88% 5,302
Reduction of interest associated with refinancing $138.4 million of tax-
exempt bonds to the extent amounts are already
included in the Company's historical financial results (6,171)
Reduction of interest associated with refinancing $77.1 million of tax-
exempt bonds to the extent amounts are already included in the
Company's historical financial results (167)
Interest associated with the Second Public Debt Offering in the amount of
$125 million at an interest rate of 7.95% per annum 9,937
Interest associated with the Public Debt Offering in the amount of $100
million at an interest rate of 7.075% per annum 7,075
Interest associated with the Third Public Debt Offering in the amount of
$150 million at an interest rate of 7.57% per annum 11,355
Reflects amortization of discounts associated with the Second Public Debt
Offering and the treasury rate lock costs associated with the Second
Public Debt Offering 253
Reflects amortization of a swap settlement amount associated with the
Third Public Debt Offering (58)
Reduction of interest and amortization associated with the Public Debt
Offering and the Second Public Debt Offering to the extent the amounts
are already included in the Company's historical financial results (14,350)
Non-usage fee on the Company's unused portion of its line of credit equal
to 20 basis points on $250 million 500
Reduction of interest associated with amounts borrowed on the Company's
line of credit to the extent amounts are already
included in the Company's historical financial results (9,878)
-------
$ 20,062
========
Amortization of deferred financing costs:
Reduction of amortization of deferred financing costs on twelve
properties for which the loans were repaid during 1995 and 1996 to the
extent the amounts are already included in the Company's historical
financial results $ (349)
Reflects amortization of deferred financing costs associated with the
Public Debt Offering and the investment in mortgage notes 405
Reflects amortization of deferred financing costs associated with the
Third Public Debt Offering 127
Reduction of amortization of deferred financing costs associated with the
Public Debt Offering and the investment in mortgage notes to the extent
amounts are already included in the Company's historical financial
results (202)
--------
$ (19)
========
</TABLE>
(E) A portion of income/loss was allocated to Minority Interests representing
interests in the Operating Partnership not owned by the Company. The pro
forma allocation to Minority Interests (represented by OP Units) is based
upon the percentage owned by such Minority Interests as a result of the pro
forma transactions.
(F) Preferred distributions represents amounts payable on the Series A
Preferred Shares, Series B Preferred Shares and Series C Preferred Shares
at the rates of 9.375%, 9.125% and 9.125%, respectively, of the liquidation
preference thereof per annum.
7
<PAGE>
(G) Pro Forma weighted average Common Shares outstanding for the year ended
December 31, 1995 was 43.8 million, which includes 34 million Common Shares
outstanding as of December 31, 1994 and reflects the following transactions
as if they had been completed on January 1, 1995: the issuance of 4,025,000
Common Shares related to the January and February 1996 Common Share
Offerings, the issuance of 3,476,390 Common Shares in connection with the
May 1996 Common Share Offerings and the issuance of 2,272,728 Common Shares
in connection with September 1996 Common Share Offering. The Common Shares
outstanding does not include any shares issued in a private or public
offering that have not been used or are not intended to be used for
acquisitions or repayment of debt directly incurred in an acquisition.
(H) Detail of interest expense on mortgage indebtedness for certain of the 1995
Acquired Properties and the 1996 Acquired Properties:
<TABLE>
<CAPTION>
Mortgage Interest Interest
Property Indebtedness Rate Expense
--------------------------------- ------------ -------- --------
<S> <C> <C> <C>
Camellero (1) $ 12,086 8.96% $ 642
Keystone (1) 3,023 8.00% 152
Wellington (1) 8,453 8.33% 455
Woodbridge (fka: The Plantations) 4,862 8.25% 401
Desert Sands Village 8,957 6.50% 582
Canyon Sands Village 8,952 6.50% 582
Pine Meadow 4,948 8.33% 412
Promenade Terrace 16,588 7.70% 1,277
South Creek 16,651 8.00% 1,332
Park Place I 8,996 8.50% 765
Park Place II 8,996 8.70% 783
Canterchase 5,838 7.66% 447
Songbird 7,015 7.63% 535
Lakeville Resort 20,796 8.70% 1,809
------- ------
Totals $136,161 $10,174
======= ======
</TABLE>
(1) The amounts presented for these properties represent the historical
amounts for the periods from January 1, 1995 through the respective
acquisition dates for each property.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
EQUITY RESIDENTIAL PROPERTIES TRUST
April 3, 1997 By: /s/ Michael J. McHugh
- ------------------ -----------------------------------------------
(Date) Michael J. McHugh
Senior Vice President, Chief Accounting Officer
and Treasurer
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements of
Equity Residential Properties Trust on Form S-3, as amended (File No.
333-12211), and the related Prospectus, of our report dated November 7, 1996
with respect to the Combined Statement of Revenue and Certain Expenses of the
1996 Acquired Properties for the year ended December 31, 1995, in the Current
Report of Equity Residential Properties Trust on this Form 8-K/A, which amends
the previously filed Form 8-K, dated November 15, 1996.
Ernst & Young LLP
Chicago, Illinois
April 3, 1997
