<PAGE>
As filed with the Securities and Exchange Commission on March 25, 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 24, 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
------- -------
<C> <S>
1 Form of Terms Agreement dated March 24, 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, 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
December 2, 1996, which was previously filed pursuant to a
Current Report on Form 8-K, dated December 5, 1996, pursuant
to Regulation S-K, Item 601(b)(1) as an exhibit to such
registration statement on Form S-3.
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 25, 1997 By: /s/ Bruce C. Strohm
------------------------------------------
Bruce C. Strohm, Secretary, Executive Vice
President and General Counsel
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: March 24, 1997
To: Equity Residential Properties Trust
Two North Riverside Plaza
Chicago, Illinois 60606
Attention: Douglas Crocker
Ladies and Gentlemen:
We, Smith Barney Inc. (the "Underwriters"), understand that Equity
Residential Properties Trust ("EQR") proposes to issue and sell 982,200 of its
Common Shares of Beneficial Interest, $.01 par value per share, being
collectively hereinafter referred to as the "Underwritten Securities." Subject
to the terms and conditions set forth or incorporated by reference herein, the
Underwriters offer to purchase the Underwritten Securities at the purchase price
set forth below.
<PAGE>
The Underwritten Securities shall have the following terms:
Common Shares
Title of Securities: Common Shares of Beneficial Interest
Number of Shares: 982,200
Par Value: $.01 per share
Price to Public: $46.00
Purchase price per share: Compensation to the Underwriters of $50,000.00 in the
aggregate, which is equal to approximately $.05 per
Common Share.
Number of Option Securities, if any, that may be purchased by the Underwriters:
Not authorized
Delayed Delivery Contracts: Not authorized
Additional co-managers, if any: None
Other terms: Payment to be made to EQR by wire transfer of immediately
available funds to the designated accounts of EQR to be delivered
on the closing date set forth below. Notwithstanding the terms of
the Standard Underwriting Provisions incorporated by reference
herein, EQR shall reimburse the Underwriters for the reasonable
fees of Skadden, Arps, Slate, Meagher & Flom LLP, New York, New
York, as counsel to the Underwriters in connection with the
transactions contemplated by this Terms Agreement.
Closing date and location: March 25, 1997, Rosenberg & Liebentritt, P.C., Two
North Riverside Plaza, Suite 1515, Chicago, Illinois
60606
Except as provided herein, 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" 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 5:00 (five o'clock) P.M. (New York City
time) on March 24, 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,
SMITH BARNEY INC.
By: /s/ Mark R. Patterson
----------------------------------
Name: Mark R. Patterson
Title: Managing Director
Acting on behalf of itself
Accepted:
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
for itself and as the general partner of ERP
Operating Limited Partnership
By: /s/ Bruce C. Strohm
-------------------------------------
Name: Bruce C. Strohm
Title: Executive Vice President,
Secretary and General Counsel
3
<PAGE>
EXHIBIT 5
[ROSENBERG & LIEBENTRITT LETTERHEAD]
March 25, 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 982,200 Common Shares (the "Shares") as described in a Prospectus
Supplement dated March 24, 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)(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.
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 25, 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 and March 24, 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 March 24, 1997,
among the Company, ERP Operating Limited Partnership and Smith
Barney Inc., which incorporates therein the terms and provisions of
the Company's Standard Underwriting Provisions, dated December 2,
1996 (collectively, 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.
<PAGE>
Board of Trustees
Equity Residential Properties Trust
March 25, 1997
Page 3
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 Pinkhan Hering
--------------------------------------
Vice President
<PAGE>
EXHIBIT A
March 25, 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 982,200 common shares of
beneficial interest, $0.1 par value (the "Common Shares"), as described in a
Prospectus Supplement dated March 24, 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 25, 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 and March 24, 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 Terms Agreement, dated March 24, 1997,
among the Company, ERP Operating Limited Partnership and Smith
Barney Inc., which incorporates therein the terms and provisions
of the Company's Standard Underwriting Provisions, dated December
2, 1996 (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 25, 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.
