<PAGE> 1
PROSPECTUS SUPPLEMENT
- ---------------------
(To Prospectus dated March 25, 1998)
946,565 SHARES
EQUITY RESIDENTIAL PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
___________________
Equity Residential Properties Trust (the "Company") is a Maryland real
estate investment trust ("REIT") which, as of March 31, 1998, owned or had
interests in a portfolio of 502 multifamily properties (individually a
"Property" and collectively the "Properties") containing 143,348 apartment
units and managed 9,295 additional units owned by affiliated entities. The
Company is the largest owner of multifamily properties in the United States
(based on the number of apartment units owned), with Properties located in 35
states.
All of the common shares of beneficial interest of the Company, $.01 par
value per share (the "Common Shares"), offered hereby are being offered by the
Company (the "Offering"). The Underwriter (as defined herein) has agreed to
purchase the Common Shares from the Company at a price of $46.5459 per Common
Share, resulting in aggregate proceeds to the Company of $44,058,720 before
payment of expenses by the Company estimated to be $50,000, subject to the
terms and conditions set forth in the Underwriting Agreement (as defined
herein). The Underwriter intends to deposit the Common Shares, valued at the
last reported sales price on April 23, 1998, with the trustee of the Equity
Investor Fund Cohen & Steers Realty Majors Portfolio (A Unit Investment Trust)
(the "Trust") in exchange for units in the Trust. The units of the Trust will
be sold to investors at a price based upon the net asset value of the
securities in the Trust. For purposes of this calculation, the value of the
Common Shares as of the evaluation time for units of the Trust on April 23,
1998 was $49.1250 per Common Share. The Company has agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
To ensure that the Company qualifies as a REIT, transfer of the Common
Shares is restricted and ownership by any person is limited to 5% of the lesser
of the number or value of the Company's outstanding shares of beneficial
interest, subject to certain exceptions. See "Description of Shares of
Beneficial Interest--Restrictions on Transfer" in the accompanying Prospectus.
The Common Shares are listed on the New York Stock Exchange ("NYSE") under
the symbol "EQR." On April 23, 1998, the last reported sale price of the
Common Shares on the NYSE was $49.1250 per share. See "Price Range of Common
Shares and Distributions."
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________
The Common Shares are offered by the Underwriter subject to prior sale, to
withdrawal, cancellation or modification of the offer without notice, to
delivery and acceptance by the Underwriter and to certain further conditions.
It is expected that delivery of the Common Shares will be made to the
Underwriter through the facilities of the Depository Trust Company, New York,
New York, on or about April 29, 1998.
_______________________
MERRILL LYNCH & CO.
_______________________
The date of this Prospectus Supplement is April 23, 1998.
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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON SHARES,
INCLUDING PURCHASES OF THE COMMON SHARES, THE SERIES E PREFERRED SHARES
(DEFINED BELOW) OR THE SERIES G PREFERRED SHARES (DEFINED BELOW) TO STABILIZE
THEIR MARKET PRICES AND PURCHASES OF COMMON SHARES TO COVER SOME OR ALL OF A
SHORT POSITION. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
The following information contained in this Prospectus Supplement is qualified
in its entirety by the detailed information appearing elsewhere in this
Prospectus Supplement or the accompanying Prospectus or incorporated therein by
reference. As used herein, the term "Company" includes Equity Residential
Properties Trust ("EQR") and those entities owned or controlled by it
(collectively, the "Subsidiaries"), as the survivor of the mergers between EQR
and each of Wellsford Residential Property Trust ("Wellsford") and Evans
Withycombe Residential, Inc. ("EWR") and each of EQR, Wellsford and EWR as
predecessors to the Company, unless the context indicates otherwise.
THE COMPANY
GENERAL
Equity Residential Properties Trust, one of the largest publicly traded
REITs (based on the aggregate market value of its outstanding equity
capitalization), is a self-administered and self-managed equity REIT. EQR was
organized in March 1993 and commenced operations as a publicly traded company
on August 18, 1993 upon completion of its initial public offering (the "EQR
IPO"). EQR was formed to continue the multifamily property business objectives
and acquisition strategies of certain affiliated entities controlled by Mr.
Samuel Zell, Chairman of the Board of Trustees of the Company. These entities
had been engaged in the acquisition, ownership and operation of multifamily
properties since 1969. In May 1997, EQR completed the acquisition of the
multifamily property business of Wellsford through the tax free merger of EQR
and Wellsford. In December 1997, EQR completed the acquisition of the
multifamily property business of EWR through the tax free merger of EQR and
EWR. The Company's senior executives average over 24 years of experience in the
multifamily property business.
As of March 31, 1998, the Company owned or had interests in a portfolio of
502 Properties containing 143,348 apartment units and managed 9,295 additional
units owned by affiliated entities. Since the EQR IPO, at which time EQR owned
69 Properties, and through March 31, 1998, the Company has acquired, directly or
indirectly, interests in an additional 453 Properties containing 127,164 units
for a total purchase price of approximately $7.0 billion, including the
assumption of approximately $2.1 billion of mortgage indebtedness and unsecured
notes. Since the EQR IPO and through March 31, 1998, the Company disposed of
20 of its Properties and a portion of one of its Properties, containing an
aggregate of 5,541 units, and a vacant land parcel for a total sales price of
approximately $146.5 million and the release of mortgage indebtedness in the
amount of approximately $20.5 million. The Company's interest in 11 of the
Properties at the time of acquisition thereof consisted solely of ownership of
the debt collateralized by such Properties and in 21 of the Properties consists
solely of investments in partnership interests and subordinated mortgages
collateralized by such Properties. At March 31, 1998, the Properties had an
average occupancy rate of approximately 96%. As of March 31, 1998, the
Properties were located throughout the United States in the following 35
states: Alabama, Arizona, Arkansas, California, Colorado, Connecticut,
Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Maine,
Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Hampshire, New
Jersey, New Mexico, Nevada, North Carolina, Ohio, Oklahoma, Oregon, South
Carolina, Tennessee, Texas, Utah, Virginia, Washington and Wisconsin.
As of March 31, 1998, the Company's portfolio was the largest multifamily
property portfolio in the United States (based on the number of apartment units
owned). All of the Company's interests in the Properties are held or
controlled directly or indirectly by, and substantially all of its operations
relating to the Properties are conducted through, ERP Operating Limited
Partnership (the "Operating Partnership"). The Operating Partnership currently
has eight classes of limited partnership interests outstanding: (i) partnership
interests ("OP Units"), which may be exchanged by the holders thereof for
either Common Shares on a one-for-one basis or, at the Company's option, cash;
(ii) 9 3/8% Series A Cumulative Redeemable Preference Units ("9 3/8% Series A
Preference Units"); (iii) 9 1/8% Series B Cumulative Redeemable Preference
Units ("9 1/8% Series B Preference Units"); (iv) 9 1/8% Series C Cumulative
Redeemable Preference Units ("9 1/8% Series C Preference Units"); (v) 8.60%
Series D Cumulative Redeemable Preference Units ("8.60% Series D Preference
Units"); (vi) Series E Cumulative Convertible Preference Units ("Series E
Preference Units"); (vii) 9.65% Series F Cumulative Redeemable Preference Units
("9.65% Series F Preference Units"), and (viii) 7 1/4% Series G Convertible
Cumulative Preference Units ("7 1/4% Series G Preference Units"). The 9 3/8%
Series A Preference
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Units, the 9 1/8% Series B Preference Units, the 9 1/8% Series C Preference
Units, the 8.60% Series D Preference Units, the Series E Preference Units, the
9.65% Series F Preference Units and the 7 1/4% Series G Preference Units are
owned by the Company and mirror the payments of distributions, including
accrued and unpaid distributions upon redemption, and of the liquidating
preference amount of the Company's 9 3/8% Series A Cumulative Redeemable
Preferred Shares of Beneficial Interest, $.01 par value per share (the "Series
A Preferred Shares"), the Company's 9 1/8% Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest, $.01 par value per share (the "Series
B Preferred Shares"), the Company's 9 1/8% Series C Cumulative Redeemable
Preferred Shares of Beneficial Interest, $.01 par value per share (the "Series
C Preferred Shares"), the Company's 8.60% Series D Cumulative Redeemable
Preferred Shares of Beneficial Interest, $.01 par value per share (the "Series
D Preferred Shares"), the Company's Series E Cumulative Convertible Preferred
Shares of Beneficial Interest, $.01 par value per share (the "Series E
Preferred Shares"), the Company's 9.65% Series F Preferred Shares of Beneficial
Interest, $.01 par value per share (the "Series F Preferred Shares"), and the
Company's 7 1/4% Series G Convertible Cumulative Preferred Shares of Beneficial
Interest, $.01 par value per share (the "Series G Preferred Shares" and,
collectively with the Series A Preferred Shares, the Series B Preferred Shares,
the Series C Preferred Shares, the Series D Preferred Shares, the Series E
Preferred Shares and the Series F Preferred Shares, the "Outstanding Preferred
Shares"), respectively. The Company controls the Operating Partnership as the
sole general partner and, as of March 31, 1998, owned approximately 91% of all
of the Operating Partnership's outstanding partnership interests, excluding the
9 3/8% Series A Preference Units, the 9 1/8% Series B Preference Units, the 9
1/8% Series C Preference Units, the 8.60% Series D Preference Units, the Series
E Preference Units, the 9.65% Series F Preference Units and the 7 1/4% Series G
Preference Units. It is the Company's policy that EQR shall not incur
indebtedness other than short-term trade, employee compensation, dividends
payable or similar indebtedness that will be paid in the ordinary course of
business, and that indebtedness shall instead be incurred by the Operating
Partnership to the extent necessary to fund the business activities conducted
by the Operating Partnership and its subsidiaries.
The Company's corporate headquarters and executive offices are located at
Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, and its
telephone number is (312) 474-1300. In addition, the Company has 30 management
offices in the following cities: Chicago, Illinois; Denver, Colorado; Seattle,
Federal Way and Redmond, Washington; Bethesda, Maryland; Atlanta, Georgia; Las
Vegas, Nevada; Scottsdale and Tucson, Arizona; Portland, Oregon; Dallas,
Houston and San Antonio, Texas; Irvine, Pleasant Hill and Stockton, California;
Ypsilanti, Michigan; Charlotte and Raleigh, North Carolina; Tampa, Jacksonville
and Ft. Lauderdale, Florida; Kansas City, Kansas; Minneapolis, Minnesota;
Louisville, Kentucky; Tulsa, Oklahoma; Boston, Massachusetts; and Nashville and
Memphis, Tennessee.
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RECENT DEVELOPMENTS
ACQUISITIONS
From January 1, 1998 through March 31, 1998, the Company acquired 15
Properties containing an aggregate of 3,387 units at a total purchase price of
approximately $225.2 million (including the assumption of mortgage
indebtedness of approximately $93.6 million). The Company funded the cash
portion of these acquisitions primarily from proceeds from previous securities
issuances by the Company. See "Securities Issuances" below.
PROBABLE ACQUISITIONS
As of March 31, 1998, the Company had entered into contracts with
unaffiliated sellers to acquire four additional properties containing 1,622
units which are located in four states (collectively, the "Properties Under
Contract"). The total combined purchase price for the Properties Under
Contract is approximately $184.1 million, including the assumption of
approximately $48.5 million of mortgage indebtedness. There can be no
assurance that these four Properties Under Contract will be acquired or, if
acquired, that the terms of such acquisitions will not change from the terms
presently contemplated. The Company anticipates that the acquisition of the
Properties Under Contract will be funded with the net proceeds of the
Offering, its working capital, its $500 million unsecured line of credit (the
"Line of Credit") and/or proceeds from previous securities issuances by the
Company. The Company believes that the Properties Under Contract can be
integrated into its system of management offices without any significant
corresponding increase in the costs of operations of such offices.
PENDING ACQUISITIONS
Additional Properties Under Contract
As of March 31, 1998, the Company had entered into contracts with various
unaffiliated sellers to acquire five additional properties under contract (the
"Additional Properties Under Contract") for a total combined purchase price of
approximately $93.7 million, including the assumption of approximately $26.3
million of mortgage indebtedness. These Additional Properties Under Contract
contain 1,205 units and are located in five states. The contracts for the
Additional Properties Under Contract contain due diligence contingency
provisions that allow the Company to conduct extensive investigative
procedures of such properties and give the Company the option to terminate
such contracts with a full refund of earnest money if the Company becomes
dissatisfied with the Additional Properties Under Contract in any way, in its
sole discretion, during such review period. The purchase price for the
Additional Properties Under Contract is expected to be funded primarily with
the net proceeds of the Offering and/or from the Company's Line of Credit.
There can be no assurance that the Additional Properties Under Contract will
be acquired or, if acquired, that the terms of such acquisitions will not
change from the terms presently contemplated.
Properties Under Negotiation
As of March 31, 1998, the Company was also negotiating with various
sellers for the acquisition of 63 additional properties (the "Properties Under
Negotiation") containing 14,238 units for a purchase price of approximately
$970.2 million, including the assumption of approximately $381.6 million of
mortgage indebtedness. With respect to the Properties Under Negotiation, the
Company was negotiating the significant terms of the purchase contracts for
such properties. The Company anticipates that, if and when entered into, the
purchase contracts for the Properties Under Negotiation will contain due
diligence contingency provisions that will allow the Company to conduct
extensive investigations of such properties and will give the Company
flexibility to terminate such contracts with a full refund of earnest money if
the Company becomes dissatisfied with the Properties Under Negotiation in any
way, in its sole discretion, during such review period. If the Company
acquires the Properties Under Negotiation, it is expected that the terms and
conditions of such acquisitions will be similar to other acquisitions of
Properties made by the Company. The purchase price for the Properties Under
Negotiation is expected to be funded primarily with the Company's Line of
Credit. In addition, the Company or the Operating Partnership may consider
issuing additional equity or debt securities to finance some or all of such
potential acquisitions. There can be no assurance, however, that the
Properties Under Negotiation will be acquired or, if acquired, that the terms
of such acquisitions will not change from the terms presently contemplated.
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DISPOSITIONS
Since January 1, 1998, the Company disposed of its interests in two
properties containing 506 units for an aggregate sales price of approximately
$16.7 million. The net proceeds of these dispositions were or will be used
for the acquisition of additional properties.
SECURITIES ISSUANCES
Since January 1, 1998, the Company has raised an aggregate of
approximately $314 million pursuant to five separate public offerings of its
Common Shares. In addition, from January 1, 1998, through April 22, 1998, the
Company has raised approximately $49.2 million pursuant to its Distribution
Reinvestment and Share Purchase Plan. Since January 1, 1998, the Operating
Partnership has raised approximately $306 million pursuant to a public
offering of its notes.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Common Shares offered
hereby are estimated at approximately $44,008,720 after the deduction of the
underwriting discount and the estimated expenses payable by the Company. The
Company will contribute or otherwise transfer the net proceeds of the sale of
the Common Shares to the Operating Partnership in exchange for OP Units. The
Operating Partnership presently intends to use the net proceeds for the
acquisition of additional multifamily properties, including some or all of the
Properties Under Contract and the Additional Properties Under Contract. Any
remaining net proceeds will be used for working capital and general corporate
purposes.
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PRICE RANGE OF COMMON SHARES AND DISTRIBUTIONS
The Common Shares have been traded on the NYSE under the symbol "EQR"
since the EQR IPO. The following table sets forth the quarterly high and low
sales prices per share reported on the NYSE, as well as the quarterly
distributions declared per Common Share for the periods described below.
<TABLE>
<CAPTION>
High Low Distributions
---- --- -------------
<S> <C> <C> <C>
1996
First Quarter.......................... $ 33 3/4 $ 28 1/4 $ .59
Second Quarter......................... 33 1/2 30 7/8 .59
Third Quarter.......................... 36 1/8 32 7/8 .59
Fourth Quarter......................... 43 3/8 35 5/8 .625
1997
First Quarter.......................... 48 7/8 39 3/4 .625
Second Quarter......................... 47 1/2 41 1/4 .625
Third Quarter.......................... 54 9/16 47 1/8 .625
Fourth Quarter......................... 55 47 3/8 .67
1998
First Quarter.......................... 52 7/16 47 7/16 .67(1)
Second Quarter (through April 23, 1998) 52 9/16 49 1/8 N/A
</TABLE>
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(1) The first quarter distribution was paid on April 10, 1998 to shareholders
of record as of March 27, 1998 and represented an annual distribution rate
of $2.68 per share.
On April 23, 1998 the last reported sale price of a Common Share on the
NYSE was $49.1250 per share. As of April 17, 1998, the Company's transfer agent
reported 1,384 record holders of Common Shares and, as of December 31, 1997,
certain depository entities held Common Shares on behalf of approximately
34,665 beneficial owners.
The Company intends to continue to pay regular quarterly distributions to
holders of Common Shares. The Company has increased its annual distribution
each year since the EQR IPO. For the year ended December 31, 1997, the Company
declared distributions of $2.545 per Common Share to holders of Common Shares.
This distribution rate represents an approximate 6% increase over the Company's
1996 distribution rate and an approximate 17% increase over the Company's 1995
distribution rate. Future distributions will be at the discretion of the board
of trustees and will depend on the actual cash available for distribution by
the Company, the Company's financial condition, capital requirements, credit
agreement restrictions, the annual distribution requirements under the REIT
provisions of the Internal Revenue Code of 1986, as amended, and such other
factors as the board of trustees deems relevant. A portion of the Company's
distribution may represent a nontaxable return of capital and/or a capital gain
dividend. For the year ended December 31, 1997, this portion varied from
distribution to distribution. Of the Company's declared distributions in 1997
of $2.545 per Common Share, the nontaxable return of capital ranged from 0% to
approximately 15% and the portion which represented long-term capital gain
ranged from 0% to approximately 3%.
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BUSINESS AND PROPERTIES
The Company is a self-administered and self-managed equity REIT. EQR
was established to continue the multifamily property business objectives and
acquisition strategies of certain affiliated entities controlled by Mr.
Zell, Chairman of the Board of Trustees of the Company. These entities had
been engaged in the multifamily property business since 1969. The Company
is a fully integrated real estate concern that acquires, improves, operates
and manages its Properties. The Company has benefited, and expects to
benefit, from the following elements:
DIVERSIFIED PORTFOLIO
As of March 31, 1998, the Company owned or had interests in a portfolio
of 502 Properties containing 143,348 apartment units located in 35 states.
As of such date, the Company's portfolio was the largest multifamily
property portfolio in the United States (based on the number of apartment
units owned). The Company's interest in 11 of the Properties at the time of
acquisition thereof consisted solely of ownership of the debt collateralized
by such Properties and in 21 Properties consists solely of investments in
partnership interests and subordinated mortgages collateralized by such
Properties. No single Property represents more than 1.0% of the total
apartment units. The distribution of the Properties throughout the United
States reflects the Company's belief that geographic diversification helps
insulate the portfolio from regional and local economic influences. At the
same time, the Company has sought to create clusters of Properties within
each of its primary markets to achieve economies of scale in management and
operation. The Company has established 30 management offices in the
following cities: Chicago, Illinois; Denver, Colorado; Seattle, Federal Way
and Redmond, Washington; Bethesda, Maryland; Atlanta, Georgia; Las Vegas,
Nevada; Scottsdale and Tucson, Arizona; Portland, Oregon; Dallas, Houston
and San Antonio, Texas; Irvine, Pleasant Hill and Stockton, California;
Ypsilanti, Michigan; Charlotte and Raleigh, North Carolina; Tampa,
Jacksonville and Ft. Lauderdale, Florida; Kansas City, Kansas; Minneapolis,
Minnesota; Louisville, Kentucky; Tulsa, Oklahoma; Boston, Massachusetts; and
Nashville and Memphis, Tennessee.
EXPERIENCED MANAGEMENT
The Company's senior executives average over 24 years of experience in
the multifamily property business. The Company has a fully integrated
management team: an Acquisitions Department that is dedicated exclusively
to the property acquisition function and is in constant contact with
principals and brokers nationwide; an Asset Management Department that
establishes strategic plans with respect to the portfolio including the
development and implementation of long-term business plans, asset
financings, property repositionings, expansions, and property disposition
decisions; a Property Management Department that aggressively manages the
portfolio through significant interaction with on-site property managers at
each Property; an Accounting and Finance Department that maintains the books
and records of the Properties and generates timely financial reports; a
Capital Markets Department that manages investor relations and capital
raising; and a Legal Department that oversees all of the Company's legal
affairs.
SOPHISTICATED MANAGEMENT INFORMATION SYSTEMS
The Company makes extensive use of management information systems. The
Company has installed on-site computers at every Property, except for the
newly acquired Properties at which such computers will be installed, that
are capable of compiling and forwarding to the Company's Regional Operations
Centers on a daily basis numerous standardized reports including daily
occupancy, lease expiration and renewals, prospective tenants and rental
rate information. Quality controls are assured with the Company's practice
of (i) conducting resident satisfaction surveys, (ii) surveying residents
that move out of the Properties, and (iii) surveying prospective tenants who
select alternative housing.
THE PROPERTIES
As of March 31, 1998, the Company owned or had interests in a portfolio
of 502 Properties located in 35 states containing 143,348 apartment units
with the largest having 1,420 units and the smallest having 40 units. The
average number of units per Property was approximately 286. The units are
typically contained in a series of two-story buildings. As of March 31,
1998, the Properties had an average occupancy rate of approximately 96%.
Tenant leases are generally year-to-year and require security deposits. The
Properties typically provide residents with attractive amenities, including
a clubhouse, swimming pool, laundry facilities and cable television access.
Certain Properties offer additional amenities such as saunas, whirlpools,
spas, sports courts and exercise rooms.
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The following chart sets forth certain information regarding the
Properties on a state-by-state basis.
<TABLE>
<CAPTION>
PROPERTIES BY STATE
(AS OF MARCH 31, 1998)
% OF UNITS IN
STATE NUMBER OF PROPERTIES NUMBER OF UNITS PORTFOLIO
- ----- -------------------- --------------- -------------
<S> <C> <C> <C>
Alabama 2 400 0.3%
Arizona 74 21,802 15.2%
Arkansas 4 1,039 0.7%
California 53 14,599 10.2%
Colorado 23 6,392 4.4%
Connecticut 2 407 0.3%
Florida 42 11,242 7.8%
Georgia 20 5,811 4.1%
Idaho 1 120 0.1%
Illinois 7 3,322 2.3%
Indiana 1 320 0.2%
Iowa 2 386 0.3%
Kansas 6 2,392 1.7%
Kentucky 7 1,977 1.4%
Maine 5 672 0.5%
Maryland 13 3,795 2.6%
Massachusetts 3 737 0.5%
Michigan 9 3,644 2.5%
Minnesota 14 3,305 2.3%
Missouri 7 1,576 1.1%
Nevada 11 3,279 2.3%
New Hampshire 1 390 0.3%
New Jersey 2 861 0.6%
New Mexico 4 1,073 0.7%
North Carolina 20 5,216 3.6%
Ohio 6 2,683 1.9%
Oklahoma 14 3,981 2.8%
Oregon 11 3,448 2.4%
South Carolina 6 1,045 0.7%
Tennessee 14 3,812 2.7%
Texas 57 18,543 12.9%
Utah 4 1,426 1.0%
Virginia 10 3,133 2.2%
Washington 44 9,834 6.9%
Wisconsin 3 686 0.5%
------- ------- ------
TOTAL 502(1) 143,348 100.0%
======= ======= ======
</TABLE>
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(1) The Company's interest in 11 of the Properties at the time of
acquisition thereof consisted solely of ownership of the debt
collateralized by such Properties and in 21 Properties consists
solely of investments in partnership interests and subordinated
mortgages collateralized by such Properties.
For additional information with respect to the Properties, see the
Company's Annual Report on Form 10-K for the year ended December 31, 1997,
which is incorporated by reference into the accompanying Prospectus.
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ADDITIONAL FEDERAL INCOME TAX CONSIDERATION
On February 2, 1998, the Clinton administration released its budget
proposal for fiscal year 1999. The proposal includes a number of provisions
affecting REITs. One proposed provision would amend the tests relating to the
composition of a REIT's assets. Under current law, a REIT is precluded from
owning more than 10% of the outstanding voting securities of any one issuer,
other than a "qualified REIT subsidiary" or another REIT. Pursuant to the
Clinton administration proposal, a REIT would remain subject to the current
restriction and would be precluded from owning more than 10% of the value of
all classes of stock of any such issuer. If the proposal were enacted as
currently drafted, it would be effective with respect to stock acquired on or
after the date of first congressional committee action, which could include
stock deemed acquired upon a capital contribution to an existing subsidiary
after such date.
To the extent that the Company's current stock ownership in a subsidiary
is grandfathered by virtue of this effective date, the grandfathered status
would terminate with respect to such stock if the subsidiary engaged in a new
trade or business or acquired substantial new assets. Accordingly, if the
proposal were enacted as currently drafted and the Management Corps. (as
defined in the accompanying Prospectus) (in which the Company's stock ownership
exceeds 10% of the value of the securities of the Management Corps.) were to
engage in a new trade or business or acquire substantial new assets, the
grandfathered status of the Company's current ownership of stock in these
entities would terminate and the Company would fail to qualify as a REIT. In
addition, the Company would not be able to own more than 10% of the vote or
value of any subsidiary formed or acquired after the effective date of the
proposal. Thus, the proposal, if enacted as currently drafted, would
materially impede the ability of the Company to engage in new third-party
management or similar activities. The Company's management believes that any
such impact, however, would not have a material adverse effect on the Company's
business, results of operations, financial condition or liquidity.
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<PAGE> 10
UNDERWRITING
Subject to the terms and conditions contained in the Terms Agreement
between the Company, the Operating Partnership and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") and
the related standard underwriting provisions of the Company incorporated by
reference therein (collectively, the "Underwriting Agreement"), the Company
has agreed to sell to the Underwriter, and the Underwriter has agreed to
purchase from the Company, 946,565 Common Shares. The Underwriting
Agreement provides that the obligations of the Underwriter are subject to
certain conditions precedent, and that the Underwriter will be obligated to
purchase all of such shares if any are purchased.
The Underwriter intends to deposit the Common Shares offered hereby
with the Trust, a registered unit investment trust under the Investment
Company Act of 1940, as amended, for which the Underwriter acts as sponsor
and depositor, in exchange for units of the Trust. The Underwriter is an
affiliate of the Trust.
In the Underwriting Agreement, the Company has agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments the Underwriter may be required
to make in respect thereof.
In connection with the Offering, the rules of the Securities and
Exchange Commission permit the Underwriter to engage in certain transactions
that stabilize the price of the Common Shares. Such transactions may
consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the Common Shares. If the Underwriter creates a
short position in the Common Shares in connection with the Offering (i.e.,
if it sells more Common Shares than are set forth on the cover page of this
Prospectus Supplement), the Underwriter may reduce that short position by
purchasing Common Shares in the open market.
In general, purchases of a security for the purpose of stabilization or
to reduce a short position could cause the prices of the security to be
higher than it might otherwise be in the absence of such purchases.
Neither the Company nor the Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Common Shares. In
addition, neither the Company nor the Underwriter makes any representation
that the Underwriter will engage in such transactions or that such
transactions, once commenced, will not be discontinued without notice.
In the ordinary course of its business, the Underwriter provides
investment banking, advisory and other financial services to the Company,
the Operating Partnership and other entities owned or controlled by Mr. Zell
for which it receives customary fees.
The Common Shares are listed on the NYSE under the symbol "EQR". The
Company has applied for listing of the Common Shares offered hereby on the
NYSE.
LEGAL MATTERS
The legality of the Common Shares offered hereby will be passed upon for
the Company by Rosenberg & Liebentritt, P.C., Chicago, Illinois. Rosenberg &
Liebentritt, P.C. will rely on Hogan & Hartson L.L.P., Washington, D.C., as to
certain matters of Maryland law. Certain federal income tax matters described
under "Federal Income Tax Considerations" in the accompanying Prospectus will be
passed on for the Company by Hogan & Hartson L.L.P. Certain legal matters
related to the Offering will be passed upon for the Underwriter by Hogan &
Hartson L.L.P. Hogan & Hartson L.L.P. from time to time provides services to
the Company and other entities controlled by Mr. Zell.
S-10
<PAGE> 11
===================================== ======================================
NO DEALER, SALESPERSON OR OTHER
INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS IN 946,565 SHARES
CONNECTION WITH THE OFFERING COVERED
BY THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS. IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS EQUITY RESIDENTIAL PROPERTIES TRUST
MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS SUPPLEMENT AND THE COMMON SHARES
PROSPECTUS DO NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF OF
AN OFFER TO BUY, THE SHARES IN ANY
JURISDICTION WHERE, OR TO ANY PERSON BENEFICIAL INTEREST
TO WHOM, IT IS UNLAWFUL TO MAKE ANY
SUCH OFFER OF SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS NOR ANY
OFFER OR SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCE, CREATE ANY
IMPLICATION THAT THERE HAS NOT BEEN
ANY CHANGE IN THE FACTS SET FORTH IN
THIS PROSPECTUS SUPPLEMENT OR IN THE
PROSPECTUS OR IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF.
<TABLE>
<CAPTION>
TABLE OF CONTENTS ______________________
PAGE
PROSPECTUS SUPPLEMENT ---- PROSPECTUS SUPPLEMENT
______________________
<S> <C>
The Company...................... S-2
Recent Developments.............. S-4
Use of Proceeds.................. S-5
Price Range of Common Shares and
Distributions................... S-6
Business and Properties.......... S-7
Additional Federal Income Tax
Consideration................... S-9
Underwriting.....................S-10
Legal Matters....................S-10
PROSPECTUS MERRILL LYNCH & CO.
Special Note Regarding
Forward-Looking Statements.........2
Available Information...............2
Incorporation of Certain
Documents by Reference.............2
The Company.........................4
Use of Proceeds.....................5
Description of Shares
of Beneficial Interest ............5
Description of Depositary
Shares............................13
Ratios of Earnings to Combined
Fixed Charges and Preferred
Share Distributions ..............17
Federal Income Tax Consideration...17
Plan of Distribution...............22
Experts............................23 APRIL 23, 1998
Legal Matters......................23
</TABLE>
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