<PAGE> 1
As filed with the Securities and Exchange Commission on April 29, 1998
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): APRIL 23, 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)
<PAGE> 2
ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
1 Form of Terms Agreement, dated April 23, 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. 333-45533,
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.
333-45533, 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. 333-45533, 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: April 29, 1998 By: /s/ Bruce C. Strohm
------------------------------------------
Bruce C. Strohm, Secretary, Executive Vice
President and General Counsel
<PAGE> 1
Exhibit 1
EQUITY RESIDENTIAL PROPERTIES TRUST
(a Maryland real estate investment trust)
Common Shares of Beneficial Interest (Par Value $.01 Per Share)
TERMS AGREEMENT
Dated: April 23, 1998
To: Equity Residential Properties Trust
ERP Operating Limited Partnership
Two North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We understand that Equity Residential Properties Trust ("EQR" or the
"Company") proposes to issue and sell Common Shares of Beneficial Interest (the
"Common Shares" or "Underwritten Securities"). Subject to the terms and
conditions set forth or incorporated by reference herein, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") offers
to purchase the number of Underwritten Securities (as defined in the Standard
Underwriting Provisions referred to below) set forth below at the purchase
price per Common Share set forth below. The Company has been advised that the
Underwriter intends to deposit the Underwritten Securities with the trustee of
the Equity Investor Fund Cohen & Steers Realty Majors Portfolio (A Unit
Investment Trust) (the "Trust"), a registered unit investment trust under the
Investment Company Act of 1940, as amended, to which the Underwriter acts as
sponsor and depositor, in exchange for units of the Trust as soon after the
execution and delivery of this Terms Agreement as in the judgment of the
Underwriter is advisable.
The Underwritten Securities shall have the following terms:
TITLE OF SECURITIES: Common Shares
NUMBER OF UNDERWRITTEN SECURITIES: 946,565 Common Shares
PAR VALUE: $.01 per Common Share
CLOSING PRICE PER COMMON SHARE: $49.125
PURCHASE PRICE PER COMMON SHARE: $46.5459
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
OTHER TERMS: Solely for the purpose of this offering, the Standard
Underwriting Provisions are modified as follows:
-2-
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Section 1(a)(vi)(A) is restated to state as follows: "there has been no
material adverse change in the condition, financial or otherwise, or in the
earnings, assets, business prospects or business affairs of EQR and its
subsidiaries, considered as a single enterprise, whether or not arising in the
ordinary course of business (a "Material Adverse Change"),"
Section 1(a)(viii) is restated in its entirety as follows: "EQR is duly
qualified or registered as a foreign organization to transact business and is
in good standing in each jurisdiction in which such qualification is required,
whether by the nature of its business or its ownership or leasing of property,
except where the failure to so qualify would not have a material adverse effect
on the condition, financial or otherwise, or the earnings, assets, business
prospects or business affairs of EQR and its subsidiaries considered as a
single enterprise (a "Material Adverse Effect")."
Section 1(a)(xv) is restated as follows: "All of the issued and outstanding
shares of beneficial interest or capital stock and partnership interests, as
the case may be, of each subsidiary have been validly issued and fully paid and
are owned by EQR, and/or a subsidiary as described in the Registration
Statement, and/or certain affiliated entities, in each case free and clear of
any security interest, mortgage, pledge, lien, encumbrance, claim or equity.
EQR owns no direct or indirect equity interest in any entity other than its
subsidiaries, except for such interests as, in the aggregate, are not material
to the condition, financial or otherwise, or earnings, assets, business
prospects or business affairs of EQR and its subsidiaries considered as a
single enterprise."
The words "impracticable to market the Underwritten Securities or enforce
contracts for the sale of the Underwritten Securities" contained in Section
9(a) therein are replaced by the words "impracticable or inadvisable to (x)
proceed with the public offering or the delivery of the Underwritten Securities
on the terms and in the manner contemplated in the Prospectus, or (y) commence
or continue the offering of the units of the Trust to the public or enforce
contracts for the sale of the units of the Trust." Terms defined in such
document are used herein as therein defined.
The Company shall not be bound by the covenant contained in Section 3(j) of the
Standard Underwriting Provisions.
CLOSING DATE AND LOCATION: April 29, 1998 Rosenberg & Liebentritt, P.C., Two
North Riverside Plaza, Suite 1600, Chicago, Illinois 60606.
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.
-3-
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Please accept this offer no later than 4:30 p.m. (New York City time) on
April 23, 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,
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ John C. Brady
---------------------------------------
Name: John C. Brady
Title: Managing Director
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
<PAGE> 1
Exhibit 5
[Letterhead of Rosenberg & Liebentritt, P.C.]
April 29, 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. 333-45533) (the "Registration
Statement") previously declared effective by the Securities and Exchange
Commission relating to the proposed public offering of up to $1,000,000,000 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 946,565 Common Shares (the "Shares") as
described in a Prospectus Supplement of the Company, dated April 23, 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 March 27, 1998 and by the Secretary of the Company
on the date hereof as then being complete, accurate and in
effect.
<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 January 14, 1998, 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 April 23, 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 April
23, 1998, among the Company, ERP Operating Limited Partnership
(the "Operating Partnership") and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, which incorporates therein the terms and
provisions of the Company's Standard Underwriting Provisions,
dated May 16, 1997 (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.
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> 3
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
----------------------
Vice President
<PAGE> 4
Exhibit A
[Letterhead of Hogan & Hartson L.L.P.]
April 29, 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. 333-45533) (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 946,565 common shares of
beneficial interest, $.01 par value as described in a Prospectus Supplement
dated April 23, 1998 (the "Merrill Lynch 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 March 27, 1998 and the Secretary
of the Company on the date hereof as then being complete,
accurate and in effect.
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.
<PAGE> 5
4. Resolutions of the Board of Trustees of the Company adopted on
June 26,1997, November 14, 1997 and January 14, 1998, relating
to the filing of the Registration Statement and related
matters, and by the Pricing Committee of the Board of Trustees
on April 23, 1998, relating to the offering of the Merrill
Lynch Shares, as certified by the Secretary of theCompany 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 April 23, 1998, between the Company, ERP
Operating Limited Partnership ("ERP"), an Illinois limited
partnership, and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated.
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 Merrill Lynch Shares pursuant to the terms of
the Terms Agreement and receipt by the Company of the consideration for the
Merrill Lynch Shares specified in the resolutions of the Board of Trustees and
the Pricing Committee referred to above, the Merrill Lynch 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> 6
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,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
