<PAGE>
As filed with the Securities and Exchange Commission on February 23, 1998
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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): FEBRUARY 18, 1998
EQUITY RESIDENTIAL PROPERTIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 1-12252 13-3675988
(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)
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ITEM 7. Financial Statements, PRO FORMA Financial Information and Exhibits
Exhibit
Number Exhibit
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1 Form of Terms Agreement, dated February 18, 1998, 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. 333-32183, 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 May 16, 1997, which was previously filed as
Exhibit 1 to the Registrant's registration statement on
Form S-3, file no. 333-27153 under the Securities Act of
1933, as amended, and is incorporated herein by reference
thereto, and which, as this Form 8-K filing is
incorporated by reference in registration statement
no. 333-32183, is set forth in full in such registration
statement.
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. 333-32183, 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.
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: February 23, 1998 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: February 18, 1998
To: Equity Residential Properties Trust
ERP Operating Limited Partnership
Two North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We, A.G. Edwards & Sons, Inc. (the "UNDERWRITER"), understand that
Equity Residential Properties Trust ("EQR" or the "COMPANY") proposes to
issue and sell its Common Shares of Beneficial Interest (the "COMMON SHARES"
or "UNDERWRITTEN SECURITIES"). Subject to the terms and conditions set forth
or incorporated by reference herein, the Underwriter offers to purchase
1,000,000 Common Shares at the purchase price per Common Share set forth
below. The Underwriter intends to sell the Common Shares to Nike Securities
L.P., which intends to deposit such shares, together with shares of common
stock of other entities also acquired from the Underwriter, into a
newly-formed unit investment trust (the "TRUST") registered under the
Investment Company Act of 1940, as amended, in exchange for units in the
Trust.
The Underwritten Securities shall have the following terms:
Common Shares
Title of Securities: Common Shares
Number of Shares: 1,000,000
Par Value: $.01 per Common Share
Closing price per Common Share on NYSE: $50.00
Purchase price per Common Share: $47.50
Number of Option Securities, if any, that may be purchased by
the Underwriter: None
Delayed Delivery Contracts: Not authorized
Additional co-managers, if any: None
Closing date and location: February 23, 1998, Rosenberg & Liebentritt, P.C.,
Two North Riverside Plaza, Suite 1600, 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," dated May 16, 1997 (the "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.
<PAGE>
Please accept this offer no later than 4:30 p.m. on February 18, 1998 by
signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us.
Very truly yours,
A.G. EDWARDS & SONS, INC.
By /s/ Richard E. McDonnell
-------------------------------
Name: Richard E. McDonnell
Title: Managing Director
ACCEPTED:
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
for itself and as the general partner of ERP
Operating Limited Partnership
By: /s/ David J. Neithercut
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Name: David J. Neithercut
Title: Executive Vice President and
Chief Financial Officer
-2-
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[Rosenberg & Liebentritt, P.C. Letterhead]
WRITER'S DIRECT DIAL NUMBER WRITER'S DIRECT FAX NUMBER
(312) 466-3927 (312) 454-0335
February 23, 1998
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. 333-32183) (the "Registration
Statement") previously declared effective by the Securities and Exchange
Commission relating to the proposed public offering of up to $750,000,000 in
aggregate amount of its (i) common shares of beneficial interest, $.01 par value
per share ("Common Shares") and one or more series of its (ii) preferred shares
of beneficial interest, $.01 par value per share (the "Preferred Shares") and
(iii) 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
1,000,000 Common Shares (the "Shares") as described in a Prospectus Supplement
of the Company, dated February 18, 1998 (the "Prospectus Supplement"). 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. Section 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 Second 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 February 11, 1998 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
February 23, 1998
Page 2
3. The Second 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 June
26, 1997 relating to the filing of the Registration Statement and
related matters, and on November 14, 1997, and of the Pricing
Committee of the Board of Trustees on February 18, 1998, relating to
the offerings 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 February 18, 1998,
among the Company, ERP Operating Limited Partnership (the "Operating
Partnership") and A.G. Edwards & Sons, Inc., which incorporates
therein the terms and provisions of the Company's Standard
Underwriting Provisions, dated May 16, 1997 (collectively, the
"Purchase Agreements").
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
February 23, 1998
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/ William C. Hermann
-----------------------------------
William C. Hermann
Vice President
<PAGE>
[HOGAN & HARTSON L.L.P. LETTERHEAD]
Exhibit A
February 23, 1998
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1600
Chicago, Illinois 60606
Ladies and Gentlemen:
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. 333-32183) (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 issuance and sale of 1,000,000 common shares of
beneficial interest, $.01 par value as described in a Prospectus Supplement
dated February 18, 1998 (the "A.G. Edwards Shares"). 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.
Section 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 Second 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 February 11, 1998 and the Secretary of the Company
on the date hereof as then being complete, accurate and in
effect.
<PAGE>
Rosenberg & Liebentritt, P.C.
February 23, 1998
Page 2
3. The Second 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
June 26, 1997 and November 14, 1997, relating to the filing of
the Registration Statement and related matters, and by the
Pricing Committee of the Board of Trustees on February 18, 1998,
relating to the offering of the A.G. Edwards 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 (the "Terms Agreement")
(which incorporates by reference the Company's Standard
Underwriting Provisions dated May 16, 1997), dated February 18,
1998, between the Company, ERP Operating Limited Partnership
("ERP"), an Illinois limited partnership, and A.G. Edwards &
Sons, Inc.
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.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following issuance of the A.G. Edwards Shares pursuant to the
terms of the Terms Agreement and receipt by the Company of the consideration
for the A.G. Edwards Shares specified in the resolutions of the Board of
Trustees and the Pricing Committee referred to above, the 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.
<PAGE>
Rosenberg & Liebentritt, P.C.
February 23, 1998
Page 3
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.
