As filed with the Securities and Exchange Commission on October 26, 1998
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): October 19, 1998
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
Jurisdiction of Identification
Incorporation) No.)
TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Office) (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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 19, 1998, Merry Land & Investment Company, Inc.'s, a
Georgia corporation ("Merry Land") multifamily property business was merged
into Equity Residential Properties Trust, a Maryland real estate investment
trust ("EQR") pursuant to an Agreement and Plan of Merger dated as of
July 8, 1998 by and between EQR and Merry Land, as amended by the First
Amendment to Agreement and Plan of Merger dated September 4, 1998 (the
"Merger"). In the merger, EQR acquired Merry Land's portfolio of 118
properties consisting of 34,990 units in 9 states, including 6 properties
consisting of 1,962 units under development. The Merger was approved by
the shareholders of each of EQR and Merry Land at their respective special
meetings held on October 15, 1998. With respect to EQR, 72,608,401 of the
95,914,158 common shares of beneficial interest outstanding of EQR approved
the Merger. Regarding Merry Land, 28,932,335 of the 43,016,898 shares of
common stock of Merry Land outstanding approved the Merger.
Each share of common stock without par value of Merry Land outstanding
immediately prior to the Merger was converted into 0.53 of a common share
of beneficial interest, $.01 par value per share, of EQR ("EQR Common").
EQR issued approximately 21.9 million new common shares of beneficial
interest in connection with the Merger. EQR also issued five new series of
EQR preferred shares of beneficial interest, Series H, I, J, K and L, in
exchange for Merry Land's Series A, B, C, D and E preferred stock,
respectively, on a one-for-one basis. In connection with the Merger, the
terms of Merry Land's series of convertible preferred stock have been
adjusted so that shares of EQR Series H are convertible at a conversion
price of $34.53 per EQR Common, equivalent to a conversion rate of
approximately .7240 EQR Common for each share of Series H. Shares of EQR
Series I are convertible at a conversion price of $38.96 per EQR Common,
equivalent to a conversion rate of approximately .6417 EQR Common for each
share of Series I. Shares of EQR Series J are convertible at a conversion
price of $40.74 per EQR Common, equivalent to a conversion rate of
approximately .6136 EQR Common for each share of Series J. Each
outstanding share of EQR remained unchanged.
ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Incorporated by reference to EQR's Proxy Statement dated
September 14, 1998 relating to the Special Meeting of
Shareholders of EQR held on October 15, 1998, which was part of
EQR's registration statement on Form S-4/A (SEC File 333-61449).
(B) PRO FORMA FINANCIAL INFORMATION
Incorporated by reference to EQR's Proxy Statement dated
September 14, 1998 relating to the Special Meeting of
Shareholders of EQR held on October 15, 1998, which was part of
EQR's registration statement on Form S-4/A (SEC File 333-61449).
(C) EXHIBITS
2.1 Agreement and Plan of Merger, dated July 8, 1998, by and
between Equity Residential Properties Trust and Merry Land &
Investment Company, Inc., as amended by the First Amendment
to Agreement and Plan of Merger dated September 4, 1998
(incorporated by reference to Appendix A of EQR's Proxy
Statement dated September 14, 1998 relating to the Special
Meeting of Shareholders of EQR held on October 15, 1998,
which was part of EQR's registration statement on Form S-4/A
(SEC File No. 333-61449)).
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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
By:/S/ YASMINA RAHAL
Yasmina Rahal, Vice President
Dated: October 26, 1998
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
2.1 Agreement and Plan of Merger, dated July 8, 1998, by and
between Equity Residential Properties Trust and Merry Land &
Investment Company, Inc. , as amended by the First Amendment
to Agreement and Plan of Merger, dated as of September 4,
1998 (incorporated by reference to Appendix A of EQR's Proxy
Statement dated September 14, 1998 relating to the Special
Meeting of Shareholders of EQR held on October 15, 1998
which was part of EQR's registration statement on Form S-4/A
(SEC File No. 333-61449)).
