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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Lexford Residential Trust
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(NAME OF ISSUER)
Common Stock, Par Value $.01 Per Share
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(TITLE OF CLASS OF SECURITIES)
528933104
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(CUSIP NUMBER)
Douglas Crocker II
Equity Residential Properties Trust
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
(312) 474-1300
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
August 16, 1999
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Page 1 of 11
Exhibit Index Appears on Page 11
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CUSIP No. 528933104 13D Page 2 of 11 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
ERP Operating Limited Partnership FEIN: 36-3894853
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Illinois
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Number of Shares (7) Sole Voting
Beneficially Owned Power 862,400
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 862,400
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
862,400
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
9.0%(1)
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(14) Type of Reporting Person*
PN
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(1) Based upon 9,559,228 common shares of beneficial interest outstanding
on August 12, 1999 as reported in the Issuer's quarterly report on Form
10-Q for the quarter ended June 30, 1999.
Page 2 of 11
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ITEM 1. SECURITY AND ISSUER.
The Statement relates to the common shares of beneficial
interest, $.01 par value per share ("Common Shares"), of
Lexford Residential Trust (the "Issuer") which has its
principal executive office at 6954 Americana Parkway,
Columbus, OH 43068.
ITEM 2. IDENTITY AND BACKGROUND.
(a-c) and (f) This Statement is being filed by ERP Operating
Limited Partnership, an Illinois limited partnership ("ERP").
ERP is managed by Equity Residential Properties Trust, a
publicly traded Maryland real estate investment trust ("EQR"),
its sole general partner and holder of a majority of its
partnership interests. The principal executive office of both
ERP and EQR is Two North Riverside Plaza, Suite 400, Chicago,
Illinois 60606. The principal business of ERP is to own and
operate multi-family residential properties. The principal
business of EQR is to act as the sole general partner of ERP.
Appendix A hereto sets forth certain information concerning
the executive officers, trustees and principal shareholders of
EQR, which persons, as executive officers and trustees of its
general partner, may be deemed to control the management of
ERP.
(d) and (e) Neither ERP nor, to the best knowledge of ERP, any
of the persons listed in Appendix A hereto has, during the
last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or
(ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was, or is, subject to a judgment, decree
or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 16, 1999, ERP and/or one of its consolidated
subsidiaries purchased 500,000 Common Shares in an open market
transaction at a price of $20.0625 per Common Share, exclusive
of commission. On August 17, 1999, ERP and/or one of its
consolidated subsidiaries purchased an additional 362,400
Common Shares in an open market transaction at a price of
$20.0597 per Common Share, exclusive of commission. The
aggregate amount of funds used in acquiring the Common Shares
reported herein was $17,300,885.28, excluding commissions of
$51,744. All funds used in acquiring the Common Shares were
obtained from the working capital of ERP.
ITEM 4. PURPOSE OF TRANSACTION.
On June 30, 1999, EQR and the Issuer entered into an Agreement
and Plan of Merger dated as of June 30, 1999 pursuant to which
the Issuer will merge with and into EQR (the "Merger").
Pursuant to the Merger, each Common Share of the Issuer issued
and outstanding immediately prior to the Merger will be
converted into 0.463 of a common share of beneficial interest
of EQR.
Page 3 of 11
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Consummation of the Merger is subject to the approval
of the Merger by the shareholders of EQR and the Issuer and to
specified closing conditions. Upon completion of the Merger,
it is expected that EQR will contribute all or substantially
all of the assets of the Issuer to ERP in exchange for
additional partnership interests in ERP.
Prior to the purchases of Common Shares by ERP, the Issuer and
EQR entered into an agreement dated August 12, 1999 (the
"Waiver") pursuant to which the Issuer agreed to allow EQR and
its affiliates to purchase, in the aggregate, up to 15% of the
total outstanding Common Shares, and in connection therewith
the Issuer waived specific provisions of its Declaration of
Trust limiting a shareholder's ability to acquire and vote
Common Shares, and waived the prohibition on EQR and its
affiliates purchasing any security issued by the Issuer, which
prohibition is contained in the confidentiality agreement
dated March 26, 1999 between EQR, ERP and the Issuer. Such
waiver is personal to EQR and its affiliates, and in
connection therewith EQR agreed, on behalf of itself and its
affiliates, (i) not to sell or otherwise transfer in excess of
9.9% in the aggregate of the Common Shares to any entity or
group acting in concert and (ii) to allow the Issuer to vote
any Common Shares owned by EQR and its affiliates in excess of
10% of the total outstanding Common Shares, except in respect
of the pending Merger, as to which EQR has agreed to vote or
cause to be voted all Common Shares owned by any such entity
in favor of the merger. The agreement is effective until the
earlier of the completion of the Merger or the termination of
the merger agreement.
The summaries contained in this Schedule 13D of certain
provisions of the Waiver are not intended to be complete and
are qualified in their entirety by reference to the Waiver, as
incorporated herein by reference.
ERP has entered into the subject transactions on behalf of EQR
in order to acquire Common Shares prior to the closing of the
Merger.
Except as set forth above, ERP does not have any present plans
or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) To the best knowledge of ERP, there are 9,559,228
Common Shares outstanding, as reported in the Issuer's
quarterly report on Form 10-Q for the quarter ended June 30,
1999. As of the date hereof, the 862,400 Common Shares owned
by ERP represent approximately 9.0% of the Common Shares
outstanding. ERP, at the direction of its sole general
partner, EQR, has sole power to vote or to direct the vote of
the Common Stock owned by it, subject to the terms of the
Waiver, and the sole power to dispose or to direct the
disposition of the Common Stock owned by it.
Page 4 of 11
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(c) During the last sixty days, ERP affected the following
purchases in the open market:
<TABLE>
<CAPTION>
NUMBER OF PRICE PER
DATE SHARES SHARE
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<S> <C> <C>
8/16/99 500,000 $20.0625
8/16/99 362,400 20.0597
</TABLE>
(d) and (e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH REGARD TO SECURITIES OF THE ISSUER.
Neither ERP nor EQR has any contract, arrangement,
understanding or relationship with any person with respect to
the securities of the Issuer, except for the matters described
herein and any contracts, arrangements, understandings or
relationships collateral to the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement dated August 12, 1999 between
Lexford Residential Trust and Equity
Residential Properties Trust (incorporated
by reference to Exhibit 10.1 of the Joint
Proxy Statement/Prospectus of Equity
Residential Properties Trust on Form S-4/A,
filed with the Securities and Exchange
Commission on August 19, 1999)
Page 5 of 11
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the Statement is true, complete and
correct.
ERP OPERATING LIMITED PARTNERSHIP
By: Equity Residential Properties Trust,
its general partner
By: /s/ Bruce C. Strohm
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Bruce C. Strohm
Executive Vice President, General
Counsel and Secretary
Dated: August 25, 1999
Page 6 of 11
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APPENDIX A
Set forth herein please find information as of December 31, 1998, concerning
Executive Officers, Trustees and Principal Shareholders of EQR, the general
partner of, and holder of a majority of the partnership interests in, ERP. Such
information sets forth the position held at EQR and the present principal
occupation or employment, if other than that held at EQR, of the Trustees and
Executive Officers of EQR. All the individuals listed below are United States
citizens. Unless otherwise indicated, the principal business address of each of
the Executive Officers and Trustees set forth below is Two North Riverside
Plaza, Chicago, Illinois 60606.
TRUSTEES AND EXECUTIVE OFFICERS
Samuel Zell is the Chairman of the Board of EQR. Mr. Zell is chairman
of the board of directors of Equity Group Investments, L.L.C. ("EGI"), an owner,
manager and financier of real estate and corporations, which is located at Two
North Riverside Plaza, Chicago, Illinois 60606.
Douglas Crocker II is a Trustee, Chief Executive Officer and President
of EQR.
Alan W. George is Executive Vice President--Acquisitions of EQR.
Edward J. Geraghty is Executive Vice President--Development and Asset
Management of EQR.
David J. Neithercut is Executive Vice President and Chief Financial
Officer of EQR.
Stephen O. Evans is Executive Vice President--Strategic Investments of
EQR.
Gregory H. Smith is Executive Vice President--Asset Management of EQR.
Gerald A. Spector is a Trustee, Executive Vice President and Chief
Operating Officer of EQR.
Bruce C. Strohm is Executive Vice President, General Counsel and
Secretary of EQR.
Frederick C. Tuomi is Executive Vice President--Property Management of
EQR.
Michael J. McHugh is Executive Vice President, Chief Accounting Officer
and Treasurer of EQR.
John W. Alexander is a Trustee of EQR. Mr. Alexander is the president
of Mallard Creek Capital Partners, Inc., an investment company with interests in
real estate and development entities, and a partner of Meringoff Equities, a
real estate investment and development company. Mr. Alexander's principal
business address is Mallard Creek Capital Partners, 229 North Church Street,
Suite 200-Box E, Charlotte, NC 28202.
Henry H. Goldberg is a Trustee of EQR. Mr. Goldberg is chairman of the
board, chief executive officer and founder of The Artery Group, L.L.C., a
diversified real estate company. Mr. Goldberg's principal business address is
The Artery Group, L.L.C., 4733 Bethesda Avenue, Suite 400, Bethesda, MD 20814.
Page 7 of 11
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Errol R. Halperin is a Trustee of EQR. Mr. Halperin is an attorney at
the law firm Rudnick & Wolfe, serving as a senior partner and a member of such
firm's policy committee. Mr. Halperin's principal business address is Rudnick &
Wolfe, 203 North LaSalle Street, Suite 1800, Chicago, IL 60601.
James D. Harper, Jr. is a Trustee of EQR. Mr. Harper is president of
JDH Realty Co., a real estate development and investment company and is the
principal partner in AH Development, S.E. and AH HA Investments, S.E., special
limited partnerships formed to develop land in Puerto Rico. Mr. Harper's
principal business address is JDH Realty Company, 3250 Mary Street, Suite 206,
Coconut Grove, FL 33133.
Edward Lowenthal has been a Trustee of EQR since June 1997, shortly
after the merger of Wellsford Residential Property Trust ("Wellsford"),a
multifamily property REIT, and EQR on May 30, 1997 ("Wellsford Merger"). Mr.
Lowenthal has been the president, chief executive officer and a director of
Wellsford Real Properties, Inc. ("WRP") since its formation in January 1997, and
had been the president and chief executive officer and a trustee of Wellsford
since its formation in July 1992 until the Wellsford Merger. Mr. Lowenthal is a
director of Corporate Renaissance Group, Inc., a mutual fund, Omega Healthcare,
Inc., a healthcare REIT, Omega Worldwide, Inc., a health care finance company,
and Great Lakes REIT, Inc., an office building REIT. Mr. Lowenthal's principal
business address is Wellsford Real Properties, Inc., 535 Madison Avenue, 26th
Fl., New York, NY 10022.
Jeffrey H. Lynford has been a Trustee of EQR since June 1997, shortly
after the Wellsford Merger. Mr. Lynford has been the chairman of the board and
secretary of WRP since its formation in January 1997, and had been the chairman
of the board and secretary of Wellsford since its formation in July 1992 until
the Wellsford Merger, and the chief financial officer of Wellsford from July
1992 until December 1994. Mr. Lynford currently serves as a trustee emeritus of
the National Trust for Historic Preservation and as a director of five mutual
funds: Cohen & Steers Equity Income Fund, Inc., Cohen & Steers Realty Income
Fund, Inc., Cohen & Steers Realty Shares, Inc., Cohen & Steers Special Equity
Fund, Inc. and Cohen & Steers Total Return Realty Fund, Inc. Mr. Lynford's
principal business address is Wellsford Real Properties, Inc., 535 Madison
Avenue, 26th Floor, New York, NY 10020.
Sheli Z. Rosenberg is a Trustee of EQR. Ms. Rosenberg is chief
executive officer, president and a director of EGI.
B. Joseph White is a Trustee of EQR. Mr. White is a professor at the
University of Michigan Business School since 1987 and has served as Dean since
1991. Mr. White's principal business address is The University of Michigan,
Office of the Dean, School of Business Administration, 701 Tappan, Ann Arbor, MI
48109-1234.
Boone A. Knox has been a Trustee of EQR since October 19, 1998, the
date of the merger of Merry Land & Investment Company, Inc. ("Merry Land"),a
multifamily property REIT, into EQR ("Merry Land Merger"). Mr. Knox has been a
director of Merry Land Properties, Inc. ("MRYP"), a publicly traded diversified
real estate company, since its formation as part of the Merry Land Merger. Prior
to the Merry Land Merger, Mr. Knox had been chairman of the board of Merry Land.
Mr. Knox has served as chairman of the board of directors of Regions Bank,
Central Georgia since January 1997, and has been a director of Cousins
Properties Incorporated, a REIT specializing in the ownership, development and
management of retail and
Page 8 of 11
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office buildings, and The InterCept Group, Inc., a data processing company
for community banks. Mr. Knox's principal business address is Merry Land &
Investment Company, Inc., 624 Ellis Street, Augusta, GA 30901.
Michael N. Thompson is a Trustee of EQR since October 19,1998, the date
of the Merry Land Merger. Mr. Thompson has been president, chief operating
officer and a director of MRYP since its formation as part of the Merry Land
Merger. Prior to the Merry Land Merger, Mr. Thompson served as executive vice
president and chief operating officer of Merry Land since December 1996, and as
a vice president of Merry Land from August 1992 until December 1996. Mr.
Thompson's principal business address is Merry Land & Investment Company, Inc.,
624 Ellis Street, Augusta, GA 30901.
Page 9 of 11
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PRINCIPAL SHAREHOLDERS OF EQR
The following table sets forth information as of December 31, 1998,
with respect to persons who were known by EQR to be the beneficial owner of more
than 5% of EQR's outstanding common shares of beneficial interest ("Common
Shares") as of such date.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of Class
Name and Address of Beneficial Owner Ownership(1) as of December 31, 1999(1)
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<S> <C> <C>
FMR Corp.(2)
82 Devonshire Street
Boston, MA 02109-3614 10,226,044 8.65%
The Prudential Insurance Company of America(3)
171 Broad Street
Newark, NJ 07102-3777 6,476,790 5.48%
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</TABLE>
(1) The amount of Common Shares beneficially owned is reported on the basis
of regulations of the Securities and Exchange Commission ("SEC")
governing the determination of beneficial ownership of securities.
(2) Pursuant to a Schedule 13G filed with the SEC, as of December 31, 1998,
FMR Corp. ("FMR") may have direct or indirect voting and/or investment
discretion over these Common Shares which are held for the benefit of
its clients by its separate accounts, externally managed accounts,
registered investment companies, subsidiaries and/or other affiliates.
FMR is reporting the combined holdings of the entities for the purpose
of administrative convenience.
(3) Pursuant to a Schedule 13G filed with the SEC, as of December 31, 1998,
The Prudential Insurance Company of America ("Prudential") may have
direct or indirect voting and/or investment discretion over these
Common Shares which are held for the benefit of its clients by its
separate accounts, externally managed accounts, registered investment
companies, subsidiaries and/or other affiliates. Prudential is
reporting the combined holdings of the entities for the purpose of
administrative convenience.
Page 10 of 11
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EXHIBIT INDEX
Exhibit Number Description
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1 Agreement dated August 12, 1999 between Lexford
Residential Trust and Equity Residential Properties
Trust (incorporated by reference to Exhibit 10.1 of
the Joint Proxy Statement/Prospectus of Equity
Residential Properties Trust on Form S-4/A, filed
with the Securities and Exchange Commission on
August 19, 1999)
Page 11 of 11
