<PAGE>
As filed with the Securities and Exchange Commission on February 18, 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 12, 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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<PAGE>
ITEM 7. Financial Statements, PRO FORMA Financial Information and Exhibits
Exhibit
Number Exhibit
------ -------
1 Two Forms of Terms Agreement, each dated February 12, 1998,
respectively, which are 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, are set forth in full in
such registration statement, which Terms Agreements
incorporate 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 18, 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 12, 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, Prudential Securities
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 Underwriter intends to deposit the Underwritten Securities with the trustee
of National Equity Trust Equity Portfolio Series 2 (REIT Portfolio) (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.
The Underwritten Securities shall have the following terms:
Common Shares
TITLE OF SECURITIES: Common Shares
NUMBER OF UNDERWRITTEN SECURITIES: 396,580 Common Shares
PAR VALUE: $.01 per Common Share.
PURCHASE PRICE PER COMMON SHARE: $48.09
PUBLIC OFFERING PRICE PER COMMON SHARE: $50.625
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: In addition to the events set forth in Section 9 of the Standard
Underwriting Provisions (as defined below), the Underwriter may terminate this
Terms Agreement by notice to EQR, at any time at or prior to the Closing Time
if there has occurred any material adverse change in the financial markets in
the United States or any outbreak of hostilities or other calamity or crisis or
escalation of any existing hostilities or any change or development involving a
prospective change in national political, financial or economic conditions, in
each case, the effect of which is such as to make it, in the Underwriter's
judgment, impracticable to market the units of the Trust or enforce contracts
for the sale of the units of the Trust.
<PAGE>
REPRESENTATION OF THE UNDERWRITER: The Underwriter hereby represents and
warrants to the Company that it and its affiliates, collectively, beneficially
own less than 9.9% of the Company's outstanding Common Shares.
CLOSING DATE AND LOCATION: February 18, 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. Terms defined in such document are used herein as
therein defined.
-2-
<PAGE>
Please accept this offer no later than 4:30 p.m. (New York City time) on
February 12, 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,
PRUDENTIAL SECURITIES INCORPORATED
By: /s/ Jean Claude Canfin
--------------------------------
Name: Jean Claude Canfin
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
-----------------------------------
Name: David J. Neithercut
Title: Executive Vice President and
Chief Financial Officer
-3-
<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 12, 1998
To: Equity Residential Properties Trust
Two North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We, Smith Barney Inc. (the "Underwriter"), understand that Equity Residen
tial Properties Trust ("EQR") proposes to issue and sell 591,760 of its Common
Shares of Beneficial Interest, $.01 par value per share, being collectively
hereinafter referred to as the "Underwritten Securities." Subject to the terms
and conditions set forth or incorporated by reference herein, the Underwriter
offers to purchase the Underwritten Securities at the purchase price set forth
below. The Underwriter intends to deposit the Underwritten Securities with the
trustee of the Equity Focus Trusts Reit Portfolio Series 1998-A (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 in the Trust.
The Underwritten Securities shall have the following terms:
<PAGE>
TITLE OF SECURITIES: Common Shares of Beneficial Interest
NUMBER OF SHARES: 591,760
PAR VALUE: $.01 per share
PRICE TO PUBLIC: $50.625 per share
PURCHASE PRICE PER SHARE: $48.09375, which represents 95% of the Price to
Public.
NUMBER OF OPTION SECURITIES, IF ANY, THAT MAY BE
PURCHASED BY THE UNDERWRITER: Not authorized
DELAYED DELIVERY CONTRACTS: Not authorized
ADDITIONAL CO-MANAGERS, IF ANY: None
OTHER TERMS: Payment to be made to EQR by wire transfer of immediately
available funds to the designated account of EQR to be delivered
on the closing date set forth below.
CLOSING DATE AND LOCATION: February 18, 1998, at the offices of 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" and dated May 16, 1997, are hereby incorporated by
reference in their entirety 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.
2
<PAGE>
Please accept this offer no later than 4:30 p.m. (New York City time) on
February 12, 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,
SMITH BARNEY INC.
By: /s/ Mark R. Patterson
-----------------------------
Name: Mark R. Patterson
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
----------------------------
Name: David J. Neithercut
Title: Executive Vice President and
Chief Financial Officer
3
<PAGE>
[Rosenberg & Liebentritt, P.C. Letterhead]
February 18, 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 an
aggregate of 591,760 Common Shares (the "Shares") as described in two Prospectus
Supplements of the Company, each dated February 12, 1998 (collectively, the
"Prospectus Supplements"). 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
<PAGE>
Board of Trustees
Equity Residential Properties Trust
February 18, 1998
Page 2
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.
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 12,
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 each of (i) the Terms Agreement, dated
February 12, 1998, among the Company, ERP Operating Limited
Partnership (the "Operating Partnership") and Smith Barney Inc.,
and (ii) the Terms Agreement, dated February 12, 1998, among the
Company, the Operating Partnership and Prudential Securities
Incorporated, each of 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 Agreements and receipt by the Company of the consideration
for the Shares specified in the
<PAGE>
Board of Trustees
Equity Residential Properties Trust
February 18, 1998
Page 3
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.
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>
[Hogan & Hartson L.L.P. Letterhead]
Exhibit A
February 18, 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 (i) 591,760 common shares
of beneficial interest, $.01 par value ("Common Shares") as described in a
Prospectus Supplement dated February 12, 1998 (the "Smith Barney Shares") and
(ii) 396,580 Common Shares as described in a Prospectus Supplement dated
February 12, 1998 (the "Prudential Shares" and together with the Smith Barney
Shares, the "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 18, 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 12, 1998,
relating to the offerings of the Smith Barney Shares and
Prudential Shares, respectively, 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 (which incorporates
by reference the Company's Standard Underwriting Provisions
dated May 16, 1997), dated February 12, 1998, between the
Company, ERP Operating Limited Partnership ("ERP"), an Illinois
limited partnership, and Smith Barney Inc.
6. An executed copy of the Terms Agreement (which incorporates
by reference the Company's Standard Underwriting Provisions
dated May 16, 1997), dated February 12, 1998, between the
Company, ERP and Prudential Securities 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 Shares pursuant to the terms of the
Terms Agreements and receipt by the Company of the consideration for the 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.
<PAGE>
Rosenberg & Liebentritt, P.C.
February 18, 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 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.
