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As filed with the Securities and Exchange Commission on June 9, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 30, 1997
EQUITY RESIDENTIAL PROPERTIES TRUST
(Exact Name of Registrant as Specified in Charter)
MARYLAND 1-12252 13-3675988
(State or other (Commission File Number) (IRS Employer Identification No.)
Jurisdiction of
Incorporation)
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)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
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8. Opinion of Rudnick & Wolfe regarding certain tax
matters, which is being filed pursuant to Regulation
601(b)(23) as an exhibit to the Registrant's registration
statement on Form S-3 (SEC File No. 333-27153), 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
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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
(Registrant)
By:/s/ David J. Neithercut
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David J. Neithercut
Executive Vice President
and Chief Financial Officer
Dated: June 9, 1997
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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8. Opinion of Rudnick and Wolfe regarding certain tax matters,
which is being filed pursuant to Regulation 601(b)(23) as an
exhibit to the Registrant's registration statement on Form S-3
(SEC File No. 333-27153), 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
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RUDNICK & WOLFE
203 NORTH LASALLE STREET
SUITE 2800
CHICAGO, ILLINOIS 60601-1293
June 9, 1997
Board of Trustees
Equity Residential Properties Trust
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as special tax counsel to Equity Residential Properties
Trust, a Maryland real estate investment trust and its predecessors (the
"Company"), in connection with its registration statement on Form S-3 No.
333-27153 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") on May 14, 1997, relating to the proposed public
offering of up to $674,769,287 in aggregate amount of its (i) common shares of
beneficial interest, $.01 par value (the "Common Shares"), (ii) one or more
series of its preferred shares of beneficial interest, $.01 par value (the
"Preferred Shares"), (iii) depositary shares representing fractional interests
in Preferred Shares (the "Depositary Shares," and, together with the Common
shares, and Preferred 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 dated June 9, 1997 (the "Prospectus") which will form a part of the
Registration Statement to be filed with the Commission pursuant to Rule
424(b)(5), and as to be set forth in one or more supplements to the Prospectus.
In connection with the registration of the Preferred Shares, Common Shares and
a Depositary Shares, we have been asked to provide an opinion regarding certain
federal income tax matters related to the Company. Capitalized terms used in
this letter and not otherwise defined herein have the meaning set forth in the
Registration Statement.
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The opinion set forth in this letter is based on relevant provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations thereunder (including proposed and temporary Regulations), and
interpretations of the foregoing as expressed in court decisions, the
legislative history, and existing administrative rulings and practices of the
Internal Revenue Service (including its practices and policies in issuing
private letter rulings, which are not binding on the Internal Revenue Service
except with respect to a taxpayer that receives such a ruling), all as of the
date hereof. These provisions and interpretations are subject to change, which
may or may not be retroactive in effect, that might result in modifications of
our opinion. Our opinion does not foreclose the possibility of a contrary
determination by the Internal Revenue Service or a court of competent
jurisdiction, or of a contrary position by the Internal Revenue Service or the
Treasury Department in regulations or rulings issued in the future.
In rendering our opinion, we have examined such statutes, regulations,
records, certificates, opinions of other counsel and other documents as we have
considered necessary or appropriate as a basis for such opinion, including the
following: (1) the Registration Statement; (2) the Amended and Restated
Declaration of Trust of the Company (the "Declaration of Trust") as in effect
on the date hereof; (3) the Fourth Amended and Restated ERP Operating Limited
Partnership Agreement of Limited Partnership, dated September 30, 1995 as in
effect on the date hereof; (4) the Company's Joint Proxy Statement/Prospectus,
dated April 25, 1997; and (5) such other documents as may have been presented
to us by the Company from time to time. The opinion set forth in this letter
also is premised on certain written representations of the Company and the
Operating Partnership made to us.
In our review, we have assumed, with your consent, that all of the
representations and statements set forth in the documents we reviewed are true
and correct, and all of the obligations imposed by any such documents on the
parties thereto have been and will be performed or satisfied in accordance with
their terms. Moreover, we have assumed that the Company, the Operating
Partnership, and the Subsidiary Entities (as defined in the Prospectus) each
have been and will continue to be operated in the manner described in the
relevant partnership agreement, limited liability company agreement, articles
of incorporation or other organizational documents in the Prospectus. We also
have assumed the genuineness of all signatures, the proper execution of all
documents, the authenticity of all documents submitted to us as originals, the
conformity to originals of documents submitted to us as copies, and the
authenticity of the originals from which any copies were made.
For the purposes of our opinion, we have not made an independent
investigation of the facts set forth in the documents we reviewed. We
consequently have assumed that the information presented in such documents or
otherwise furnished to us accurately and completely describes all material
facts relevant to our opinion. No facts have come to our attention, however,
that would cause us to question the accuracy and completeness of such facts or
documents in a material way.
We assume for the purposes of this opinion that the Company is a validly
organized and duly incorporated real estate investment trust under the laws of
the State of Maryland, that the Subsidiary Entities that are corporations are
validly organized and duly incorporated under the laws of the states in which
they are incorporated, and that the Operating Partnership, and the
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Board of Trustees
Equity Residential Properties Trust
June 9, 1997
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Subsidiary Entities that are partnerships or limited liability companies are
duly organized and validly existing partnerships or limited liability companies
under the laws of the states in which they are organized.
Based upon, and subject to, the foregoing and the next paragraph below, we
are of the opinion that:
I. The Company was organized and has operated in conformity with
the requirements for qualification and taxation as a REIT and under
the Code for its taxable years ended December 31, 1992, December 31,
1993, December 31, 1994, December 31, 1995, and December 31, 1996,
and the Company's current organization and method of operation
should enable it to continue to meet the requirements for
qualification and taxation as a REIT; and
II. The discussion in the Prospectus under the heading "Federal
Income Tax Considerations," to the extent that it constitutes
matters of law or legal conclusions, is correct in all material
respects.
Other than as expressly stated above, we express no opinion on any issue
relating to the Company and the Operating Partnership, or to any investment
therein.
The Company's qualification and taxation as a REIT depend upon the
Company's ability to meet on a continuing basis, through actual annual
operating and other results, the various requirements under the Code and
described in the Prospectus with regard to, among other things, the sources of
its gross income, the composition of its assets, the level of its distributions
to stockholders, and the diversity of its share ownerships. Rudnick & Wolfe
will not review the Company's compliance with these requirements on a
continuing basis. No assurance can be given that the actual results of the
operations of the Company, the Operating Partnership, and the Subsidiary
Entities, the sources of their income, the nature of their assets, the level of
the Company's distributions to shareholders and the diversity of its share
ownership for any given taxable year will satisfy the requirements under the
Code for qualification and taxation as a REIT.
For a discussion relating the law to the facts and the legal analysis
underlying the opinion set forth in this letter, we incorporate by reference
the discussion of federal income tax issues, which we assisted in preparing, in
the section of the Prospectus under the heading "Federal Income Tax
Considerations." We note that the Prospectus does not necessarily address all
of the federal income tax considerations that may be relevant to a holder of
Securities, depending upon the particular form and economic terms of the
Securities when issued. It is our understanding that in
