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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-12252
EQUITY RESIDENTIAL PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 13-3675988
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 474-1300
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
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Common Shares of Beneficial Interest, $0.01 Par Value New York Stock Exchange
(Title of Class) (Name of Each Exchange on Which Registered)
Preferred Shares of Beneficial Interest, $0.01 Par Value New York Stock Exchange
(Title of Class) (Name of Each Exchange on Which Registered)
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ____
-------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting and non-voting shares held by non-
affiliates of the Registrant was approximately $4.8 billion based upon the
closing price on March 12, 1999 of $40 9/16 using beneficial ownership of shares
rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to
exclude voting shares owned by Trustees and Officers, some of whom may not be
held to be affiliates upon judicial determination.
At March 9, 1999, 118,832,901 of the Registrant's Common Shares of Beneficial
Interest were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates by reference information to be contained in the Company's
definitive proxy statement, which the Company anticipates will be filed no later
than March 31, 1999, and thus these items have been omitted in accordance with
General Instruction G(3) to Form 10-K.
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EQUITY RESIDENTIAL PROPERTIES TRUST
TABLE OF CONTENTS
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PART I. PAGE
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Item 1. Business 4
Item 2. Properties 27
Item 3. Legal Proceedings 52
Item 4. Submission of Matters to a Vote of Security Holders 52
PART II.
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters 53
Item 6. Selected Financial Data 53
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 56
Item 7A. Quantitative and Qualitative Disclosure About Market Risk 68
Item 8. Financial Statements and Supplementary Data 69
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 69
PART III.
Item 10. Trustees and Executive Officers of the Registrant 70
Item 11. Executive Compensation 70
Item 12. Security Ownership of Certain Beneficial Owners and Management 70
Item 13. Certain Relationships and Related Transactions 70
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 71
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PART I
ITEM 1. BUSINESS
GENERAL
Equity Residential Properties Trust ("EQR") is a self-administered and self-
managed equity real estate investment trust ("REIT"). EQR was organized in
March 1993 and commenced operations on August 18, 1993 upon completion of its
initial public offering (the "EQR IPO") of 13,225,000 common shares of
beneficial interest, $0.01 par value per share ("Common Shares"). 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 residential
properties since 1969. As used herein, the term "Company" includes EQR and
those entities owned or controlled by it, as the survivor of the mergers between
EQR and each of Wellsford Residential Property Trust ("Wellsford") (the
"Wellsford Merger"), Evans Withycombe Residential, Inc. ("EWR") (the "EWR
Merger") and Merry Land & Investment Company, Inc. ("MRY") (the "MRY Merger")
(collectively, the "Mergers").
The Company's subsidiaries include ERP Operating Limited Partnership (the
"Operating Partnership"), Equity Residential Properties Management Limited
Partnership and Equity Residential Properties Management Limited Partnership II
(collectively, the "Management Partnerships"), a series of partnerships (the
"Financing Partnerships") and limited liability companies ("LLCs") which
beneficially own certain properties encumbered by mortgage indebtedness, and
Merry Land DownREIT I LP.
As of December 31, 1998, the Company owned or had interests in 681 multifamily
properties, of which it controlled a portfolio of 654 multifamily properties
(individually, a "Property" and collectively, the "Properties") containing
187,002 units. The remaining 27 properties represent an investment in
partnership interests and subordinated mortgages collateralized by 21 properties
containing 3,896 units and an investment in six joint ventures consisting of six
properties containing 1,297 units (collectively, the "Additional Properties").
The Company's Properties and the Additional Properties are located throughout
the United States in the following states: Alabama, Arizona, Arkansas,
California, Colorado, Connecticut, Florida, Georgia, Idaho, Illinois, Indiana,
Iowa, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota,
Missouri, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, Ohio,
Oklahoma, Oregon, South Carolina, Tennessee, Texas, Utah, Virginia, Washington
and Wisconsin. In addition, Equity Residential Properties Management Corp.
("Management Corp.") and Equity Residential Properties Management Corp. II
("Management Corp. II") also provide residential property and asset management
services to 52 properties containing 12,890 units owned by affiliated entities.
The Company is one of the largest publicly traded REIT's (based on the aggregate
market value of its outstanding Common Shares) and is the largest publicly
traded REIT owner of multifamily properties (based on the number of apartment
units wholly-owned and total revenues earned).
Since the EQR IPO and through December 31, 1998, the Company, through the
Operating Partnership, has acquired direct or indirect interests in 650
properties (which included the debt collateralized by six Properties) containing
180,224 units in the aggregate for a total purchase price of approximately $10.6
billion, including the assumption of approximately $2.6 billion of mortgage
indebtedness and $845.9 million of unsecured notes. Since the EQR IPO and
through December 31, 1998, the Company has disposed of 38 properties and a
portion of one Property, containing 9,754 units, and a vacant land parcel for a
total sales price of approximately $306.8 million.
The Company's corporate headquarters and executive offices are located in
Chicago, Illinois. In addition, the Company has 30 management offices in the
following cities:
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PART I
. Chicago, Illinois;
. Dallas, Houston and San Antonio, Texas;
. Denver, Colorado;
. Bethesda, Maryland;
. Atlanta and Augusta, Georgia;
. Las Vegas, Nevada;
. Scottsdale and Tucson, Arizona;
. Portland, Oregon;
. Ypsilanti, Michigan;
. Charlotte and Raleigh, North Carolina;
. Tampa, Jacksonville, Ft. Lauderdale and Orlando, Florida;
. Irvine, Pleasant Hill and Stockton, California;
. Kansas City, Kansas;
. Minneapolis, Minnesota;
. Louisville, Kentucky;
. Tulsa, Oklahoma;
. Seattle and Redmond, Washington; and
. Nashville and Memphis, Tennessee.
The Company has approximately 6,000 employees. An on-site manager, who
supervises the on-site employees and is responsible for the day-to-day
operations of the Property, directs each of the Company's Properties. A leasing
administrator and/or property administrator generally assists the manager. In
addition, a maintenance director at each Property supervises a maintenance staff
whose responsibilities include a variety of tasks, including responding to
service requests, preparing vacant apartments for the next resident and
performing preventive maintenance procedures year-round.
BUSINESS OBJECTIVES AND OPERATING STRATEGIES
The Company seeks to maximize both current income and long-term growth in
income, thereby increasing: (a) the value of the Properties; (b) distributions
on a per Common Share basis; and (c) shareholders' value.
The Company's strategies for accomplishing these objectives are:
. maintaining and increasing Property occupancy while increasing rental
rates;
. controlling expenses, providing regular preventive maintenance, making
periodic renovations and enhancing amenities;
. maintaining a ratio of consolidated debt-to-total market capitalization of
less than 50%;
. pursuing acquisitions that:
a) are available at prices below estimated replacement costs;
b) have potential for rental rate and/or occupancy increases;
c) have attractive locations in their respective markets;
d) provide anticipated total returns that will increase the Company's
distributions per Common Share and shareholders' value; and
. purchasing newly developed, as well as co-investing in the development of,
multifamily communities in the Company's existing target markets where the
market conditions warrant such development.
The Company is committed to tenant satisfaction by striving to anticipate
industry trends and implementing strategies and policies consistent with
providing quality tenant services. In addition, the Company continuously
surveys rental rates of competing properties and conducts satisfaction surveys
of
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PART I
residents to determine the factors they consider most important in choosing a
particular apartment unit.
ACQUISITION STRATEGIES
The Company anticipates that future property acquisitions will be located
in the continental United States. Management will continue to use market
information to evaluate acquisition opportunities. The Company's market
database allows it to review the primary economic indicators of the markets
where the Company currently manages Properties and where it expects to expand
its operations. Acquisitions may be financed from various sources of capital,
which may include undistributed funds from operations ("FFO"), issuance of
additional equity securities, sales of Properties and collateralized and
uncollateralized borrowings. In addition, the Company may acquire additional
multifamily properties in transactions that include the issuance of limited
partnership interests in the Operating Partnership ("OP Units") as consideration
for the acquired properties. Such transactions may, in certain circumstances,
partially defer the sellers' tax consequences.
When evaluating potential acquisitions, the Company will consider:
. the geographic area and type of community;
. the location, construction quality, condition and design of the property;
. the current and projected cash flow of the property and the ability to
increase cash flow;
. the potential for capital appreciation of the property;
. the terms of resident leases, including the potential for rent increases;
. the potential for economic growth and the tax and regulatory environment of
the community in which the property is located;
. the occupancy and demand by residents for properties of a similar type in
the vicinity (the overall market and submarket);
. the prospects for liquidity through sale, financing or refinancing of the
property;
. the benefits of integration into existing operations; and
. competition from existing multifamily properties and the potential for the
construction of new multifamily properties in the area.
The Company expects to purchase multifamily properties with physical and market
characteristics similar to the Properties.
DEVELOPMENT STRATEGIES
The Company seeks to acquire newly constructed properties and make investments
towards the development of properties in markets where it discerns strong
demand, which the Company believes will enable it to achieve superior rates of
return. The Company's current communities under development and future
developments are in markets or will be in markets where certain market
demographics justify the development of high quality multifamily communities.
In evaluating whether to develop an apartment community in a particular
location, the Company analyzes relevant demographic, economic and financial
data. Specifically, the Company considers the following factors, among others,
in determining the viability of a potential new apartment community:
. income levels and employment growth trends in the relevant market;
. uniqueness of location;
. household growth and net migration of the relevant market's population;
. supply/demand ratio, competitive housing alternatives, sub-market occupancy
and rent levels;
. barriers to entry that would limit competition; and
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PART I
. the purchase prices and yields of available existing stabilized
communities, if any.
DISPOSITION STRATEGIES
Management will use market information to evaluate dispositions. Factors the
Company considers in deciding whether to dispose of its Properties include the
following:
. potential increases in new construction;
. areas where the economy is expected to decline substantially; and
. markets where the Company does not intend to establish long-term
concentrations.
The Company will reinvest the proceeds received from property dispositions
primarily to fund property acquisitions. In addition, when feasible the Company
may structure these transactions as tax deferred exchanges.
FINANCING STRATEGIES
The Company intends to maintain a ratio of consolidated debt-to-total market
capitalization of 50% or less. At December 31, 1998, the Company had a ratio of
approximately 41% based on the closing price of the Company's Common Shares on
the New York Stock Exchange and assuming conversion of all OP Units plus the
liquidation preference of non-voting preferred shares of beneficial interest,
$0.01 par value per share ("Preferred Shares"). 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.
Equity Offerings For the Years Ended December 31, 1996, 1997 and 1998
- ---------------------------------------------------------------------
In January 1996, the Company completed an offering of 1,725,000 registered
Common Shares, which were sold at a net price of $29.375 per share (the "January
1996 Common Share Offering") and received net proceeds of approximately $50.7
million in connection therewith.
In February 1996, the Company completed an offering of 2,300,000 registered
Common Shares, which were sold at a net price of $29.50 per share (the "February
1996 Common Share Offering") and received net proceeds of approximately $67.8
million in connection therewith.
On May 21, 1996, the Company completed an offering of 2,300,000 publicly
registered Common Shares, which were sold at a net price of $30.50 per share.
On May 28, 1996 the Company completed the sale of 73,287 publicly registered
Common Shares to employees of the Company and to employees of Equity Group
Investments, Inc. ("EGI") and certain of their respective affiliates and
consultants at a net price equal to $30.50 per share. On May 30, 1996, the
Company completed an offering of 1,264,400 publicly registered Common Shares,
which were sold at a net price of $30.75 per share. The Company received net
proceeds of approximately $111.3 million in connection with the sale of the
3,637,687 Common Shares mentioned above (collectively, the "May 1996 Common
Share Offerings").
In September 1996, the Company sold 4,600,000 depositary shares (the "Series C
Depositary Shares"). Each Series C Depositary Share represents a 1/10
fractional interest in a 9 1/8% Series C Cumulative Redeemable Preferred Share
of Beneficial Interest, $0.01 par value per share (the "Series C Preferred
Shares"). The liquidation preference of each of the Series C Preferred Shares
is $250.00 (equivalent to $25 per Series C Depositary Share). The Company
raised net proceeds of $111.4 million from this offering (the "Series C
Preferred Share Offering").
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PART I
Also in September 1996, the Company completed the sale of 2,272,728
publicly registered Common Shares, which were sold at net price of $33 per
share. The Company received net proceeds of approximately $75 million in
connection with this offering (the "September 1996 Common Share Offering").
In November 1996, the Company issued 39,458 Common Shares pursuant to the
1996 Nonqualified Employee Share Purchase Plan (the "Employee Share Purchase
Plan") at a net price of $30.44 and received net proceeds of approximately $1.2
million.
In December 1996, the Company completed offerings of 4,440,000 publicly
registered Common Shares, which were sold to the public at a price of $41.25 per
share (the "December 1996 Common Share Offerings"). The Company received net
proceeds of approximately $177.4 million.
In March 1997, the Company completed three separate public offerings
relating to an aggregate of 1,921,000 publicly registered Common Shares, which
were sold to the public at a price of $46 per share (the "March 1997 Common
Share Offerings"). The Company received net proceeds of approximately $88.3
million therefrom.
On May 14, 1997, the Company filed with the SEC a Form S-3 Registration
Statement to register $500 million of equity securities (the "June 1997 Equity
Shelf Registration"). The SEC declared this registration statement effective on
June 5, 1997.
In May 1997, the Company sold 7,000,000 depositary shares (the "Series D
Depositary Shares") pursuant to the June 1997 Equity Shelf Registration. Each
Series D Depositary Share represents a 1/10 fractional interest in a 8.60%
Series D Cumulative Redeemable Preferred Share of Beneficial Interest, $0.01 par
value per share (the "Series D Preferred Shares"). The liquidation preference
of each of the Series D Preferred shares is $250.00 (equivalent to $25 per
Series D Depositary Share). The Company received net proceeds of approximately
$169.5 million from this offering (the "Series D Preferred Share Offering").
In June 1997, the Company completed five separate public offerings
comprising an aggregate of 8,992,023 publicly registered Common Shares, which
were sold to the public at prices ranging from $44.06 to $45.88 per share (the
"June 1997 Common Share Offerings"). The Company received net proceeds of
approximately $398.9 million therefrom.
On July 28, 1997, the Company filed with the SEC a Form S-3 Registration
Statement to register $750 million of equity securities (the "August 1997 Equity
Shelf Registration"). The SEC declared this registration statement effective on
August 4, 1997.
In September 1997, the Company completed the sale of 498,000 publicly
registered Common Shares, which were sold to the public at a price of $51.125
per share. The Company received net proceeds of approximately $24.2 million in
connection with this offering (the "September 1997 Common Share Offering").
In September 1997, the Company sold 11,000,000 depositary shares (the
"Series G Depositary Shares") pursuant to the August 1997 Equity Shelf
Registration. Each Series G Depositary Share represents a 1/10 fractional
interest in a 7 1/4% Series G Convertible Cumulative Preferred Share of
Beneficial Interest, $0.01 par value per share (the "Series G Preferred
Shares"). Series G Depositary Shares representing Series G Preferred Shares are
convertible at the option of the holder thereof at any time into Common Shares
at a conversion price of $58.58 per Common Share (equivalent to a conversion
rate of approximately .4268 Common Shares for each Series G Depositary Share).
The liquidation preference of each of the Series G Preferred Shares is $250.00
per share (equivalent to $25 per Series G Depositary Share). The Company
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PART I
received net proceeds of approximately $264 million from this offering (the
"Series G Preferred Share Offering"). In addition, in October 1997, the Company
sold 1,650,000 additional Series G Depositary Shares pursuant to an over-
allotment option granted to the underwriters and received net proceeds of
approximately $39.6 million therefrom.
In October 1997, in connection with the acquisition of a portfolio of
Properties, the Company issued 3,315,500 publicly registered Common Shares,
which were issued at a price of $45.25 per share with a value of approximately
$150 million (the "October 1997 Common Share Offering").
On November 3, 1997, the Company filed with the SEC a Form S-3 Registration
Statement to register 7,000,000 Common Shares pursuant to a Distribution
Reinvestment and Share Purchase Plan. This registration statement was declared
effective on November 25, 1997. The Distribution Reinvestment and Share
Purchase Plan (the "DRIP Plan") of the Company provides holders of record and
beneficial owners of Common Shares, Preferred Shares, and limited partnership
interests in the Operating Partnership with a simple and convenient method of
investing cash distributions in additional Common Shares (which is referred to
herein as the "Dividend Reinvestment-DRIP Plan"). Common Shares may also be
purchased on a monthly basis with optional cash payments made by participants in
the Plan and interested new investors, not currently shareholders of the
Company, at the market price of the Common Shares less a discount ranging
between 0% and 5% (as determined in accordance with the DRIP Plan)(which is
referred to herein as the "Share Purchase-DRIP Plan").
In December 1997, in connection with an acquisition of a Property, the
Company issued 736,296 publicly registered Common Shares, which were issued at a
price of $48.85 per share with a value of approximately $36 million.
Also in December 1997, the Company completed the sale of 467,722 publicly
registered Common Shares, which were sold at a price of $51.3125 per share. The
Company received net proceeds of approximately $22.8 million in connection with
this offering (the "December 1997 Common Share Offering").
During 1997, the Company issued 84,183 Common Shares pursuant to the
Employee Share Purchase Plan at net prices, which ranged from $35.63 per share
to $42.08 per share and raised approximately $3.2 million in connection
therewith.
On January 27, 1998, the Company completed an offering of 4,000,000
publicly registered Common Shares, which were sold to the public at a price of
$50.4375 per share (the "January 1998 Common Share Offering"). The Company
received net proceeds of approximately $195.3 million in connection therewith.
On February 3, 1998, the Company filed with the SEC a Form S-3 Registration
Statement to register $1 billion of equity securities. The SEC declared this
registration statement effective on February 27, 1998.
On February 18, 1998, the Company completed two offerings of 988,340
publicly registered Common Shares, which were sold to the public at a price of
$50.625 per share. On February 23, 1998, the Company completed an offering of
1,000,000 publicly registered Common Shares, which were sold to the public at a
price of $48 per share. The Company received net proceeds from these offerings
(collectively, the "February 1998 Common Share Offerings") of approximately $95
million.
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PART I
On March 30, 1998, the Company completed an offering of 495,663 publicly
registered Common Shares, which were sold at a price of $47.9156 per share (the
"March 1998 Common Share Offering"). The Company received net proceeds of
approximately $23.7 million in connection therewith.
On April 29, 1998, the Company completed an offering of 946,565 publicly
registered Common Shares, which were sold at a price of $46.5459 per share (the
"April 1998 Common Share Offering"). The Company received net proceeds of
approximately $44.1 million in connection therewith.
On September 20, 1998, the Company completed its repurchase of 2,367,400 of
its Common Shares of beneficial interest, on the open market, for an average
price of $40 per share. The purchases were made between August 5 and September
17, 1998. The Company paid approximately $94.7 million in connection therewith.
These shares were subsequently retired.
During 1998, the Company issued 93,521 Common Shares pursuant to the
Employee Share Purchase Plan and received net proceeds of approximately $3.7
million.
During 1998, the Company issued 1,023,184 Common Shares pursuant to the
Share Purchase-DRIP Plan and received net proceeds of approximately $50.7
million.
Debt Offerings For the Years Ended December 31, 1996, 1997 and 1998
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In August 1996, the Operating Partnership issued $150 million of 7.57%
unsecured fixed rate notes (the "2026 Notes") in a public debt offering (the
"Third Public Debt Offering"). The Operating Partnership received net proceeds
of approximately $149 million in connection with this issuance.
On September 18, 1996, the Operating Partnership filed with the SEC a Form
S-3 Registration Statement to register $500 million of debt securities (the
"1996 Debt Shelf Registration").
In October 1997, the Operating Partnership issued $150 million of unsecured
fixed rate notes (the "2017 Notes") in a public debt offering (the "Fourth
Public Debt Offering"). The 2017 Notes are due on October 15, 2017 and bear
interest at 7.125%, which is payable semiannually in arrears on April 15 and
October 15, commencing April 15, 1998. The 2017 Notes are redeemable at any
time by the Operating Partnership pursuant to the terms thereof. The Operating
Partnership received net proceeds of approximately $147.4 million in connection
with this issuance.
In November 1997, the Operating Partnership issued $200 million of
unsecured fixed rate notes in a public debt offering (the "Fifth Public Debt
Offering"). Of the $200 million issued, $150 million of these notes are due
November 15, 2001 (the "2001 Notes") and bear interest at a rate of 6.55%, which
is payable semiannually in arrears on May 15 and November 15, commencing on May
15, 1998. The remaining $50 million of these notes are due November 15, 2003
(the "2003 Notes") and bear interest at a rate of 6.65%, which is payable
semiannually in arrears on May 15 and November 15, commencing on May 15, 1998.
The Operating Partnership received net proceeds of approximately $198.5 million
in connection with the 2001 Notes and the 2003 Notes.
On February 3, 1998, the Operating Partnership filed a Form S-3
Registration Statement to register $1 billion of debt securities. The SEC
declared this registration statement effective on February 27, 1998.
In April 1998, the Operating Partnership issued $300 million of unsecured
fixed rate notes (the "2015 Notes") in a public debt offering (the "Sixth Public
Debt Offering"). The 2015 Notes were issued at a discount, which is being
amortized over the life of the notes on a straight-line basis. The 2015 Notes
are due April 13, 2015. The annual interest rate on the 2015 Notes to April 13,
2005 (the "Remarketing Date") is 6.63%, which is payable semi-annually in
arrears on October 13 and April 13, commencing October 13,
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PART I
1998. The 2015 Notes are subject to mandatory tender to the remarketing agent on
the Remarketing Date, at the election of the remarketing dealer and subject to
certain limitations. If the remarketing dealer, initially Salomon Brothers Inc.,
does not purchase all tendered 2015 Notes on the Remarketing Date, or in certain
other limited circumstances, the Operating Partnership will be required to
repurchase the 2015 Notes at 100% of their principal amount plus accrued
interest. If the 2015 Notes are remarketed, the 2015 Notes will bear interest at
the rate determined by the remarketing dealer on and after the Remarketing Date.
The Operating Partnership received net proceeds of approximately $298.1 million
in connection with this issuance. The Operating Partnership also received
approximately $8.1 million from the sale of the option to remarket the 2015
Notes on the Remarketing Date, which is being amortized over the term of the
2015 Notes. Prior to the issuance of the 2015 Notes, the Operating Partnership
entered into an interest rate protection agreement to effectively fix the
interest rate cost of such issuance until the Remarketing Date. The Operating
Partnership received a one-time settlement payment from this transaction, which
was approximately $0.6 million and is being amortized over seven years.
In August 1998, the Operating Partnership issued $100 million of Remarketed
Reset Notes (the "August 2003 Notes") in a public debt offering (the "Seventh
Public Debt Offering"). The August 2003 Notes were issued at a discount, which
is being amortized over the life of the notes on a straight-line basis. The
August 2003 Notes are due August 21, 2003. During the period from and including
August 21, 1998 to but excluding August 23, 1999 (the "Initial Spread Period")
the interest rate on the August 2003 Notes will be reset quarterly, and will
equal LIBOR plus an applicable spread. The spread during the Initial Spread
Period is .45%. After the Initial Spread Period, the character (i.e. fixed or
floating rate) and duration of the interest rate on the notes and the subsequent
spread will be agreed to by the Operating Partnership and the remarketing
underwriter, initially Merrill Lynch, Pierce, Fenner and Smith Incorporated, on
each applicable determination date. Beginning August 23, 1999, the Operating
Partnership may elect to redeem the August 2003 Notes on certain dates and in
certain circumstances. The Operating Partnership received net proceeds of
approximately $99.7 million in connection with this issuance.
In September 1998, the Operating Partnership issued $145 million of
unsecured fixed rate notes (the "2000 Notes") in a public debt offering (the
"Eighth Public Debt Offering"). The 2000 Notes were issued at a discount, which
is being amortized over the life of the notes on a straight-line basis. The 2000
Notes are due September 15, 2000. The annual interest rate on the 2000 Notes is
6.15%, which is payable semi-annually in arrears on March 15 and September 15,
commencing March 15, 1999. The Operating Partnership received net proceeds of
approximately $144.5 million in connection with this issuance.
CREDIT FACILITIES
The Company has a revolving credit facility with Morgan Guaranty Trust
Company of New York ("Morgan Guaranty") and Bank of America Illinois ("Bank of
America") as co-agents to provide the Operating Partnership with potential
borrowings of up to $500 million. This credit facility matures in November 1999
and borrowings generally will bear interest at a per annum rate of one, two,
three or six month LONDON INTERBANK OFFERED RATE ("LIBOR"), plus a certain
spread dependent upon the Company's credit rating, which spread is currently
0.45%, and is subject to an annual facility fee of $750,000. As of December 31,
1998, $245 million of borrowings were outstanding on this credit facility,
bearing interest at a weighted average rate of 6.04%.
In connection with the MRY Merger, the Company assumed an additional
revolving credit facility with First Union Bank (as agent) with potential
borrowings of up to $120 million. This credit facility matures in September 2000
and borrowings generally will bear interest at a per annum rate of LIBOR, plus a
certain spread dependent upon the Company's credit rating, which spread is
currently 0.50%, and is subject to an annual facility fee of $120,000. As of
December 31, 1998, $45 million was outstanding under this facility, bearing
interest at a weighted average rate of 5.74%.
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PART I
BUSINESS COMBINATIONS
On May 30, 1997, the Company completed the acquisition of the multifamily
property business of Wellsford through the Wellsford Merger. The transaction
was valued at approximately $1 billion and included 72 Properties of Wellsford
containing 19,004 units. The purchase price consisted of:
. 10.8 million Common Shares issued by the Company with a market value,
at the date of closing, of $443.7 million;
. liquidation value of $157.5 million for the following:
a) Wellsford Series A Cumulative Convertible Preferred Shares of
Beneficial Interest;
b) Wellsford Series B Cumulative Redeemable Preferred Shares of
Beneficial Interest;
. assumption of mortgage indebtedness and unsecured notes in the amount
of $345 million;
. assumption of other liabilities of approximately $33.5 million; and
. other merger related costs of approximately $23.4 million;
In the Wellsford Merger, each outstanding common share of beneficial
interest of Wellsford was converted into .625 of a Common Share. In addition,
Wellsford Series A Cumulative Convertible Preferred Shares of Beneficial
Interest were redesignated as the Company's 3,999,800 Series E Cumulative
Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share
(the "Series E Preferred Shares") and Wellsford's Series B Cumulative Redeemable
Preferred Shares of Beneficial Interest were redesignated as the Company's
2,300,000 9.65% Series F Cumulative Redeemable Preferred Shares of Beneficial
Interest, $0.01 par value per share (the "Series F Preferred Shares").
On December 23, 1997, the Company completed the acquisition of the
multifamily property business of EWR, through the EWR Merger. The transaction
was valued at approximately $1.2 billion and included 53 Properties of EWR
containing 15,331 units and three Properties under construction or expansion
containing 953 units. The purchase price consisted of:
. 10.3 million Common Shares issued by the Company with a market value,
at the date of closing, of approximately $501.6 million;
. assumption of EWR's minority interest with a market value of
approximately $107.3 million;
. assumption of mortgage indebtedness and unsecured notes in the amount
of $498 million;
. assumption of other liabilities of approximately $28.2 million; and
. other merger related costs of approximately $16.7 million;
In the EWR Merger, each outstanding common share of beneficial interest of EWR
was converted into .50 of a Common Share.
On October 19, 1998, the Company completed the acquisition of the
multifamily property business of MRY, through the MRY Merger. The transaction
was valued at approximately $2.2 billion and included 108 Properties containing
32,315 units, four Properties under construction and/or expansion anticipated to
contain 1,378 units and six Additional Properties containing 1,297 units that
were contributed to six joint ventures. The purchase price consisted of:
. 21.8 million Common Shares issued by the Company with a market value,
at the date of closing, of approximately $1 billion;
. liquidation value of $369.1 million for the following:
a) MRY Series A Cumulative Convertible Preferred Shares of
Beneficial Interest;
b) MRY Series B Cumulative Convertible Preferred Shares of
Beneficial Interest;
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PART 1
c) MRY Series C Cumulative Convertible Preferred Shares of
Beneficial Interest;
d) MRY Series D Cumulative Redeemable Preferred Shares of Beneficial
Interest; and
e) MRY Series E Cumulative Redeemable Preferred Shares of Beneficial
Interest.
. assumption of MRY's minority interest with a market value of
approximately $40.2 million.
. assumption of mortgage indebtedness, unsecured notes and the
outstanding balance under a line of credit in the amount of $723.5
million;
. assumption of other liabilities, of approximately $46.5 million; and
. other merger related costs of approximately $51.9 million.
In the MRY Merger, each outstanding common share of beneficial
interest of MRY was converted into 0.53 of a Common Share. In addition, MRY
spun-off certain assets and liabilities to Merry Land Properties, Inc. ("MRYP
Spinco"). In connection with this spin-off, each holder of MRY common shares
received one share of MRYP Spinco for each twenty shares of MRY common held. As
partial consideration for the transfer, the Company extended a $25 million, one
year, non-revolving Senior Debt Agreement to MRYP Spinco. At December 31, 1998,
approximately $18.3 million was outstanding, bearing interest at LIBOR plus 250
basis points. As additional consideration, the Company extended an additional
$20 million of indebtedness to MRYP Spinco under a 15-year Subordinated Debt
Agreement, bearing interest payable quarterly. The Company also entered into the
Preferred Stock Agreement and received 5,000 shares of MRYP Spinco Preferred
Stock with a liquidation preference of $1,000 per share.
In addition, MRY Series A Cumulative Convertible Preferred Shares of
Beneficial Interest were redesignated as the Company's 164,951 Series H
Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 par value
per share (the "Series H Preferred Shares"), the MRY Series B Cumulative
Convertible Preferred Shares of Beneficial Interest were redesignated as the
Company's 4,000,000 Series I Cumulative Convertible Preferred Shares of
Beneficial Interest, $0.01 par value per share (the "Series I Preferred
Shares"), the MRY Series C Cumulative Convertible Preferred Shares of Beneficial
Interest were redesignated as the Company's 4,599,400 Series J Cumulative
Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share
(the "Series J Preferred Shares"), the MRY Series D Cumulative Redeemable
Preferred Shares of Beneficial Interest were redesignated as the Company's
1,000,000 Series K Cumulative Redeemable Preferred Shares of Beneficial
Interest, $0.01 par value per share (the "Series K Preferred Shares") and the
MRY Series E Cumulative Redeemable Preferred Shares of Beneficial Interest were
redesignated as the Company's 4,000,000 Series L Cumulative Redeemable Preferred
Shares of Beneficial Interest, $0.01 par value per share (the "Series L
Preferred Shares").
RECENT TRANSACTIONS
From January 1, 1999 through March 12, 1999, the Company acquired
three Properties from an affiliated party and two Properties from unaffiliated
third parties for a total purchase price of approximately $86.6 million, which
included the assumption of mortgage indebtedness of approximately $16.9 million.
The three Properties acquired from an affiliated party were Aspen Crossing, a
192-unit property located in Wheaton, Maryland; Fireside Park, a 236-unit
property located in Rockville, Maryland; and Mill Pond, a 240-unit property
located in Glen Burnie, Maryland. The two Properties acquired from unaffiliated
third parties were Copper Canyon, a 222-unit property located in Denver,
Colorado; and Siena Terrace, a 356-unit property located in Lake Forest,
California.
From January 1, 1999 through March 12, 1999, the Company disposed of six
Properties for a total sales price of $64 million.
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PART I
COMPETITION
All of the Properties are located in developed areas that include other
multifamily properties. The number of competitive multifamily properties in a
particular area could have a material effect on the Company's ability to lease
units at the Properties or at any newly acquired properties and on the rents
charged. The Company may be competing with other entities that have greater
resources than the Company and whose managers have more experience than the
Company's officers and trustees. In addition, other forms of multifamily
properties, including multifamily properties and manufactured housing controlled
by Mr. Zell, and single-family housing, provide housing alternatives to
potential residents of multifamily properties.
RISK FACTORS
The following Risk Factors omit the use of defined terms used elsewhere
herein and contain defined terms that are different from those used in the other
sections of this report. Unless otherwise indicated, when used in this section,
the terms "we" and "us" refer to Equity Residential Properties Trust and its
subsidiaries, including ERP Operating Limited Partnership.
Set forth below are the risks that we believe are important to investors
who purchase or own our common shares of beneficial interest or preferred shares
of beneficial interest (which we refer to collectively as "Shares") or units of
limited partnership interest ("Units") of ERP Operating Limited Partnership, our
operating partnership, which are redeemable on a one-for-one basis for common
shares or their cash equivalent. In this section, we refer to the Shares and
the Units together as our "securities," and the investors who own Shares and/or
Units as our "security holders."
DEBT FINANCING AND PREFERRED SHARES COULD ADVERSELY AFFECT OUR PERFORMANCE
General
As of December 31, 1998, our multifamily properties were subject to
approximately $2.3 billion of mortgage indebtedness and our total debt equaled
approximately $4.7 billion. Of our total debt outstanding, $840 million
(including the balance of $290 million outstanding on our $620 million unsecured
lines of credit) was floating rate debt, which included $684.7 million issued at
tax exempt rates. In addition to debt, we have issued preferred shares of
beneficial interest. Our use of debt and preferred equity financing creates
certain risks, including the following.
Scheduled Debt Payments Could Adversely Affect Our Financial Condition
In the future, our cash flow could be insufficient to meet required
payments of principal and interest or to pay distributions on our securities at
expected levels. We may not be able to refinance existing debt (which in
virtually all cases requires substantial principal payments at maturity) and, if
we can, the terms of such refinancing might not be as favorable as the terms of
existing indebtedness. If principal payments due at maturity cannot be
refinanced, extended or paid with proceeds of other capital transactions, such
as new equity capital, our cash flow will not be sufficient in all years to
repay all maturing debt. As a result, we may be forced to postpone capital
expenditures necessary for the maintenance of our properties and may have to
dispose of one or more properties on terms that would otherwise be unacceptable
to us.
Financial Covenants Could Adversely Affect the Company's Financial
Condition
If a property we own is mortgaged to secure payment of indebtedness and we
are unable to meet the mortgage payments, the holder of the mortgage could
foreclose on the property, resulting in loss of
14
<PAGE>
PART I
income and asset value. Foreclosure on mortgaged properties or an inability to
refinance existing indebtedness would likely have a negative impact on our
financial condition and results of operations. A foreclosure could also result
in our recognition of taxable income without our actually receiving cash
proceeds from the disposition of the property with which to pay the tax. This
could adversely affect our cash flow and could make it more difficult for us to
meet our distribution requirements as a real estate investment trust (a "REIT").
The mortgages on our properties contain customary negative covenants that,
among other things, limit our ability, without the prior consent of the lender,
to further mortgage the property and to discontinue insurance coverage. In
addition, our credit facilities contain certain customary restrictions,
requirements and other limitations on our ability to incur indebtedness. The
indentures under which a substantial portion of our debt was issued contain
certain financial and operating covenants including, among other things,
maintenance of certain financial ratios, as well as limitations on our ability
to incur secured and unsecured indebtedness (including acquisition financing),
sell all or substantially all of our assets and engage in mergers,
consolidations and certain acquisitions. Accordingly, in the event that we are
unable to raise additional equity or borrow money because of these restrictions,
our ability to acquire additional properties may be limited. If we are unable to
acquire additional properties, our ability to increase the distributions to
security holders, as we have done in the past, will be limited to management's
ability to increase funds from operations, and thereby cash available for
distributions, from the existing properties in our portfolio at such time.
Some of the properties were financed with tax-exempt bonds that contain
certain restrictive covenants or deed restrictions. We have retained an
independent outside consultant to monitor compliance with the restrictive
covenants and deed restrictions that affect these properties. If these bond
compliance requirements require us to lower our rental rates to attract low or
moderate income tenants, or eligible/qualified tenants, then our income from
these properties may be limited.
Our Degree of Leverage Could Limit Our Ability to Obtain Additional
Financing
Our debt to market capitalization ratio (total debt as a percentage of
total debt plus the market value of the outstanding common and preferred shares
and Units) was approximately 41% as of December 31, 1998. We have a policy of
incurring indebtedness for borrowed money only through the Operating Partnership
and its subsidiaries and only if upon such incurrence our debt to market
capitalization ratio would be approximately 50% or less. Our degree of leverage
could have important consequences to security holders. For example, the degree
of leverage could affect our ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions, development or
other general corporate purposes, making us more vulnerable to a downturn in
business or the economy generally.
Rising Interest Rates Could Adversely Affect Cash Flow
Advances under our credit facilities bear interest at variable rates based
upon one, two, three or six month LIBOR, plus a certain spread dependent upon
the Company's credit rating. Certain of our senior unsecured debt instruments
also, from time to time, bear interest at floating rates. We may also borrow
additional money with variable interest rates in the future. Increases in
interest rates would increase our interest expenses under these debt instruments
and would increase the costs of refinancing existing indebtedness and of issuing
new debt. Accordingly, higher interest rates would adversely affect cash flow
and our ability to service our debt and to make distributions to security
holders.
15
<PAGE>
PART I
CONTROL AND INFLUENCE BY SIGNIFICANT SHAREHOLDERS COULD BE EXERCISED IN A
MANNER ADVERSE TO OTHER SHAREHOLDERS
General
As of December 31, 1998, (1) Samuel Zell and certain of the current holders
of Units issued to affiliates of Mr. Zell, who contributed 33 properties to us
at the time of our initial public offering, owned in the aggregate approximately
3.69% of our common shares (Mr. Zell and these affiliates are described herein
as the "Zell Original Owners"); (2) certain entities controlled by Starwood
Capital Partners LP ("Starwood") and its affiliates, who contributed 23
properties to us at the time of our initial public offering, owned approximately
0.24% of our common shares; and (3) certain of our officers, employees, trustees
and consultants, some of whom are affiliated with Mr. Zell, owned approximately
4.31% of our common shares. These percentages assume all options are exercised
for common shares and all Units are converted to common shares. In addition,
the consent of certain affiliates of Mr. Zell and Starwood is required for
certain amendments to the Fifth Amended and Restated ERP Operating Limited
Partnership Agreement of Limited Partnership (the "Partnership Agreement"). As
a result of their security ownership and rights concerning amendments to the
Partnership Agreement, Mr. Zell and the Starwood owners may have substantial
influence over the Company. Although these security holders have not agreed to
act together on any matter, they would be in a position to exercise even more
influence over the Company's affairs if they were to act together in the future.
This influence might be exercised in a manner that is inconsistent with the
interests of other security holders.
Mr. Zell and Others are Exempt from the 5% Ownership Limit Generally
Applicable to Securities Holders
In order to maintain its qualification as a REIT under the Internal Revenue
Code of 1986, as amended (the "Code"), not more than 50% of the value of the
outstanding Shares may be owned, directly or indirectly, by five or fewer
individuals (as defined in the Code to include certain entities). To assure
compliance with this test, our Declaration of Trust restricts the ownership of
more than 5% of the lesser of the number or value of the outstanding Shares by
any single security holder, subject to certain exceptions. These restrictions
do not apply to the ownership of common shares that may be acquired by the
holders of Units issued to the Zell Original Owners and the Starwood owners.
Additionally, our Declaration of Trust exempts any transferees of such common
shares from the 5% ownership limit, provided such transfers do not result in an
increased concentration in the ownership.
ENVIRONMENTAL PROBLEMS ARE POSSIBLE AND CAN BE COSTLY
Federal, state and local laws and regulations relating to the protection of
the environment may require a current or previous owner or operator of real
estate to investigate and clean up hazardous or toxic substances or petroleum
product releases at such property. The owner or operator may have to pay a
governmental entity or third parties for property damage and for investigation
and clean-up costs incurred by such parties in connection with the
contamination. These laws typically impose clean-up responsibility and liability
without regard to whether the owner or operator knew of or caused the presence
of the contaminants. Even if more than one person may have been responsible for
the contamination each person covered by the environmental laws may be held
responsible for all of the clean-up costs incurred. In addition, third parties
may sue the owner or operator of a site for damages and costs resulting from
environmental contamination emanating from that site.
Environmental laws also govern the presence, maintenance and removal of
asbestos. These laws require that owners or operators of buildings containing
asbestos properly manage and maintain the asbestos, that they notify and train
those who may come into contact with asbestos and that they undertake special
precautions, including removal or other abatement, if asbestos would be
disturbed
16
<PAGE>
PART I
during renovation or demolition of a building. These laws may impose fines and
penalties on building owners or operators who fail to comply with these
requirements and may allow third parties to seek recovery from owners or
operators for personal injury associated with exposure to asbestos fibers.
All of our properties have been the subject of a Phase I, and in certain
cases a supplemental, environmental assessment completed by qualified
independent environmental consultant companies. Environmental assessments were
obtained prior to our acquisition of each of our properties. These
environmental assessments have not revealed, nor are we aware of, any
environmental liability that our management believes would have a material
adverse effect on our business, results of operations, financial condition or
liquidity.
We cannot assure you that existing environmental assessments of our
properties reveal all environmental liabilities, that any prior owner of any of
our properties did not create a material environmental condition not known to
us, or that a material environmental condition does not otherwise exist as to
any one or more of our properties.
OUR PERFORMANCE AND SHARE VALUE ARE SUBJECT TO RISKS ASSOCIATED WITH THE
REAL ESTATE INDUSTRY
General
Real property investments are subject to varying degrees of risk and are
relatively illiquid. Several factors may adversely affect the economic
performance and value of our properties. These factors include changes in the
national, regional and local economic climate, local conditions such as an
oversupply of multifamily properties or a reduction in demand for our
multifamily properties, the attractiveness of our properties to tenants,
competition from other available multifamily property owners and changes in
market rental rates. Our performance also depends on our ability to collect
rent from tenants and to pay for adequate maintenance, insurance and other
operating costs, including real estate taxes, which could increase over time.
Also, the expenses of owning and operating a property are not necessarily
reduced when circumstances such as market factors and competition cause a
reduction in income from the property.
We May be Unable to Renew Leases or Relet Space as Leases Expire
When our tenants decide not to renew their leases upon expiration, we may
not be able to relet their space. Even if the tenants do renew or we can relet
the space, the terms of renewal or reletting may be less favorable than current
lease terms. If we are unable to promptly renew the leases or relet the space,
or if the rental rates upon renewal or reletting are significantly lower than
expected rates, then our results of operations and financial condition will be
adversely affected. Consequently, our cash flow and ability to service debt and
make distributions to security holders would be reduced.
New Acquisitions or Developments May Fail to Perform as Expected and
Competition for Acquisitions May Result in Increased Prices for Properties
We intend to continue to actively acquire or develop multifamily
properties. Newly acquired or developed properties may fail to perform as
expected. We may underestimate the costs necessary to bring an acquired
property up to standards established for its intended market position or to
develop a property. Additionally, we expect other major real estate investors
with significant capital will compete with us for attractive investment
opportunities. This competition has increased prices for multifamily
properties. We may not be in a position or have the opportunity in the future
to make suitable property acquisitions on favorable terms.
17
<PAGE>
PART I
Because Real Estate Investments Are Illiquid, We May Not Be Able To Sell
Properties When Appropriate
Real estate investments generally cannot be sold quickly. We may not be
able to vary our portfolio promptly in response to economic or other conditions.
This inability to respond promptly to changes in the performance of our
investments could adversely affect our financial condition and ability to make
distributions to our security holders.
Changes in Laws Could Affect Our Business
We are generally not able to pass through to our tenants under existing
leases increases in real estate taxes, income taxes and service or other taxes.
Consequently, any such increases may adversely affect our financial condition
and limit our ability to make distributions to our security holders. Similarly,
changes that increase our potential liability under environmental laws or our
expenditures on environmental compliance would adversely affect our cash flow
and ability to make distributions on our securities.
SHAREHOLDERS' ABILITY TO EFFECT CHANGES IN CONTROL OF THE COMPANY IS
LIMITED
Provisions of Our Declaration of Trust and Bylaws Could Inhibit Changes in
Control
Certain provisions of our Declaration of Trust and Bylaws may delay or
prevent a change in control of the Company or other transactions that could
provide the security holders with a premium over the then-prevailing market
price of their securities or which might otherwise be in the best interest of
our security holders. These include a staggered Board of Trustees and the 5%
Ownership Limit described below. See "--We Have a Share Ownership Limit for
REIT Tax Purposes." Also, any future series of preferred shares of beneficial
interest may have certain voting provisions that could delay or prevent a change
of control or other transactions that might otherwise be in the interest of our
security holders.
We Have a Share Ownership Limit for REIT Tax Purposes
To remain qualified as a REIT for federal income tax purposes, not more
than 50% in value of our outstanding Shares may be owned, directly or
indirectly, by five or fewer individuals at any time during the last half of any
year. To facilitate maintenance of our REIT qualification, our Declaration of
Trust, subject to certain exceptions, prohibits ownership by any single
shareholder of more than 5% of the lesser of the number or value of the
outstanding class of common or preferred shares. See "--Control and Influence
by Significant Shareholders--Mr. Zell and Others are Exempt from the 5%
Ownership Limit Generally Applicable to Securities Holders." We refer to this
restriction as the "Ownership Limit." Absent any exemption or waiver,
securities acquired or held in violation of the Ownership Limit will be
transferred to a trust for the exclusive benefit of a designated charitable
beneficiary, and the security holder's rights to distributions and to vote would
terminate. A transfer of Shares may be void if it causes a person to violate
the Ownership Limit. The Ownership Limit could delay or prevent a change in
control and, therefore, could adversely affect our security holders' ability to
realize a premium over the then-prevailing market price for their Shares.
Our Preferred Shares of Beneficial Interest May Affect Changes in Control
Our Declaration of Trust authorizes the Board of Trustees to issue up to
100 million preferred shares of beneficial interest, and to establish the
preferences and rights (including the right to vote and the right to convert
into common shares) of any preferred shares issued. The Board of Trustees may
use its powers to issue preferred shares and to set the terms of such securities
to delay or prevent a change in
18
<PAGE>
PART I
control of the Company, even if a change in control were in the interest of
security holders. As of December 31, 1998, 29,097,951 preferred shares were
issued and outstanding.
Inapplicability of Maryland Law Limiting Certain Changes in Control
Certain provisions of Maryland law applicable to real estate investment
trusts prohibit "business combinations" (including certain issuances of equity
securities) with any person who beneficially owns ten percent or more of the
voting power of outstanding securities, or with an affiliate who, at any time
within the two-year period prior to the date in question, was the beneficial
owner of ten percent or more of the voting power of the trust's outstanding
voting securities (an "Interested Shareholder"), or with an affiliate of an
Interested Shareholder. These prohibitions last for five years after the most
recent date on which the Interested Shareholder became an Interested
Shareholder. After the five-year period, a business combination with an
Interested Shareholder must be approved by two super-majority shareholder votes
unless, among other conditions, the trust's holders of common shares receive a
minimum price for their shares and the consideration is received in cash or in
the same form as previously paid by the Interested Shareholder for its common
shares. As permitted by Maryland law, however, the Board of Trustees of the
Company has opted out of these restrictions with respect to any business
combination involving the Zell Original Owners and persons acting in concert
with any of the Zell Original Owners. Consequently, the five-year prohibition
and the super-majority vote requirements will not apply to a business
combination involving us and any of them. Such business combinations may not be
in the best interest of our security holders.
OUR SUCCESS AS A REIT IS DEPENDENT ON COMPLIANCE WITH FEDERAL INCOME TAX
REQUIREMENTS
Our Failure to Qualify as a REIT Would Have Serious Adverse Consequences to
Our Security Holders
We believe that we have qualified for taxation as a REIT for federal income
tax purposes since our taxable year ended December 31, 1992. We plan to
continue to meet the requirements for taxation as a REIT. Many of these
requirements, however, are highly technical and complex. We cannot, therefore,
guarantee that we have qualified or will qualify in the future as a REIT. The
determination that we are a REIT requires an analysis of various factual matters
that may not be totally within our control. For example, to qualify as a REIT,
at least 95% of our gross income must come from sources that are itemized in the
REIT tax laws. We are also required to distribute to security holders at least
95% of our REIT taxable income excluding capital gains. The fact that we hold
our assets through ERP Operating Limited Partnership and its subsidiaries
further complicates the application of the REIT requirements. Even a technical
or inadvertent mistake could jeopardize our REIT status. Furthermore, Congress
and the IRS might make changes to the tax laws and regulations, and the courts
might issue new rulings that make it more difficult, or impossible, for us to
remain qualified as a REIT. We do not believe, however, that any pending or
proposed tax law changes would jeopardize our REIT status.
If we fail to qualify as a REIT, we would be subject to federal income tax
at regular corporate rates. Also, unless the IRS granted us relief under certain
statutory provisions, we would remain disqualified as a REIT for four years
following the year we first failed to qualify. If we fail to qualify as a REIT,
we would have to pay significant income taxes. We, therefore, would have less
money available for investments or for distributions to security holders. This
would likely have a significant adverse affect on the value of our securities.
In addition, we would no longer be required to make any distributions to
security holders.
19
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PART 1
We Could be Disqualified as a REIT or Have to Pay Taxes if Our Merger
Partners Did Not Qualify as REIT's
If any of our recent merger partners had failed to qualify as a REIT
throughout the duration of its existence, then it might have had undistributed
"C corporation earnings and profits" at the time of its merger with us. If that
was the case and we did not distribute those earnings and profits prior to the
end of the year in which the merger took place, we might not qualify as a REIT.
We believe that each of our merger partners qualified as a REIT and that, in any
event, none of them had any undistributed "C corporation earnings and profits"
at the time of its merger with us. If any of our merger partners failed to
qualify as a REIT, an additional concern would be that it would have recognized
taxable gain at the time it was merged with us. We would be liable for the tax
on such gain. In this event, we would have to pay corporate income tax on any
gain existing at the time of the applicable merger on assets acquired in the
merger if the assets are sold within ten years of the merger. Finally, we could
be precluded from electing REIT status for up to four years after the year in
which the predecessor entity failed to qualify for REIT status.
Other Tax Liabilities
Even if we qualify as a REIT, we will be subject to certain federal, state
and local taxes on our income and property. In addition, our third-party
management operations, which are conducted through subsidiaries, generally will
be subject to federal income tax at regular corporate rates.
WE DEPEND ON OUR KEY PERSONNEL
We depend on the efforts of our executive officers, particularly Samuel
Zell and Douglas Crocker II. If they resign, our operations could be
temporarily adversely effected. Neither Mr. Crocker nor Mr. Zell has entered
into an employment agreement with us.
COMPLIANCE WITH REIT DISTRIBUTION REQUIREMENTS MAY AFFECT OUR FINANCIAL
CONDITION
Distribution Requirements May Increase the Indebtedness of the Company
We may be required from time to time, under certain circumstances, to
accrue as income for tax purposes interest and rent earned but not yet received.
In such event, or upon our repayment of principal on debt, we could have taxable
income without sufficient cash to enable us to meet the distribution
requirements of a REIT. Accordingly, we could be required to borrow funds or
liquidate investments on adverse terms in order to meet these distribution
requirements.
We Are Dependent on External Sources of Capital
Because of our annual REIT distribution requirements, it is not likely that
we will be able to fund all future capital needs, including for acquisitions,
from income generated by operations. We therefore will have to rely on third-
party sources of capital, which may or may not be available on favorable terms
or at all. Our access to third-party sources of capital depends on a number of
things, including the market's perception of our growth potential and our
current and potential future earnings. Moreover, additional equity offerings may
result in substantial dilution of security holders' interests, and additional
debt financing may substantially increase our leverage.
20
<PAGE>
PART I
FEDERAL INCOME TAX CONSIDERATIONS
General
The following discussion summarizes all of the federal income tax
considerations material to a holder of common shares. It is not exhaustive of
all possible tax considerations. For example, it does not give a detailed
discussion of any state, local or foreign tax considerations. The following
discussion also does not address all tax matters that may be relevant to
prospective shareholders in light of their particular circumstances. Moreover,
it does not address all tax matters that may be relevant to shareholders who are
subject to special treatment under the tax laws, such as insurance companies,
tax-exempt entities, financial institutions or broker-dealers, foreign
corporations and persons who are not citizens or residents of the United States.
The specific tax attributes of a particular shareholder could have a
material impact on the tax considerations associated with the purchase,
ownership and disposition of common shares. Therefore, it is essential that each
prospective shareholder consult with his or her own tax advisors with regard to
the application of the federal income tax laws to the shareholder's personal tax
situation, as well as any tax consequences arising under the laws of any state,
local or foreign taxing jurisdiction.
Our Taxation
We elected REIT status beginning with the year that ended December 31,
1992. In any year in which we qualify as a REIT, we generally will not be
subject to federal income tax on the portion of our REIT taxable income or
capital gain that we distribute to our shareholders. This treatment
substantially eliminates the double taxation that applies to most corporations,
which pay a tax on their income and then distribute dividends to shareholders
who are in turn taxed on the amount they receive. However, we will be subject
to federal income tax at regular corporate rates upon our REIT taxable income or
capital gain that we do not distribute to our shareholders. We also may be
subject to the corporate "alternate minimum tax" on items of preference under
this alternative tax regime. In addition, we will be subject to a 4% excise tax
if we do not satisfy specific REIT distribution requirements. Moreover, we may
be subject to taxes in certain situations and on certain transactions that we do
not presently contemplate.
If we fail to qualify for taxation as a REIT in any taxable year, we will
be subject to tax on our taxable income at regular corporate rates. We also may
be subject to the corporate "alternate minimum tax." As a result, our failure
to qualify as a REIT would significantly reduce the cash we have available to
distribute to our shareholders. Unless entitled to statutory relief, we would
be disqualified from qualification as a REIT for the four taxable years
following the year during which qualification was lost. It is not possible to
state whether we would be entitled to statutory relief.
Our qualification and taxation as a REIT depend on our ability to satisfy
various requirements under the Internal Revenue Code. We are required to
satisfy these requirements on a continuing basis through actual annual operating
and other results. These requirements relate to the sources of our gross
income, the composition of our assets, the amount of dividends we pay to
shareholders, the diversity of our share ownership, and other aspects of our
operations. The purpose of these requirements is to allow the tax benefit of
REIT status only to companies that:
(a) primarily own, and primarily derive income from, real estate-
related assets and certain other assets which are passive in
nature, and
(b) distribute 95% of the taxable income, computed without regard to
net capital gain, to shareholders.
We believe that we have qualified as a REIT for all of our taxable years
beginning with 1992. We also
21
<PAGE>
PART I
believe that our current structure and method of operation is such that we will
continue to qualify as a REIT. However, we cannot guarantee that the actual
results of our operations have satisfied or will satisfy the requirements under
the Internal Revenue Code.
Hogan & Hartson L.L.P., our special tax counsel, has provided an opinion to
the effect that we were organized and have operated in conformity with the
requirements for qualification and taxation as a REIT under the Internal Revenue
Code for each of our taxable years beginning in 1992. The opinion also provides
that our current organization and method of operation should enable us to
continue to meet the requirements for qualification and taxation as a REIT. It
must be emphasized that the opinion is based on various assumptions and factual
representations relating to our organization and our prior and expected
operations. In each case, these representations include representations about
our predecessors. Hogan & Hartson L.L.P. will not review our compliance with
these requirements on a continuing basis.
TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS
General. If we qualify as a REIT, distributions made to our taxable
domestic shareholders with respect to their common shares, other than capital
gain distributions, will be treated as ordinary income to the extent that the
distributions come out of earnings and profits. These distributions will not be
eligible for the dividends received deduction for shareholders that are
corporations. In determining whether distributions are out of earnings and
profits, we will allocate our earnings and profits first to preferred shares and
second to the common shares. We cannot guarantee that we will have sufficient
earnings and profits to cover distributions on the preferred shares.
Distributions made by us that we properly designate as capital gain
dividends will be taxable to taxable domestic shareholders as gain from the sale
or exchange of a capital asset held for more than one year. This treatment
applies only to the extent that the designated distributions do not exceed our
actual net capital gain for the taxable year. It applies regardless of the
period for which a domestic shareholder has held his or her common shares.
Despite this general rule, corporate shareholders may be required to treat up to
20% of certain capital gain dividends as ordinary income.
On November 10, 1997, the IRS issued IRS Notice 97-64, which provides
generally that we may classify portions of our designated capital gains dividend
as a 20% rate gain distribution, an unrecaptured Section 1250 gain distribution,
or a 28% rate gain distribution. If no designation is made, the notice provides
that the entire designated capital gain dividend will be treated as a 28% rate
gain distribution. As the names suggest, a 20% rate gain distribution would be
taxable to taxable domestic shareholders who are individuals, estates or trusts
at a maximum rate of 20% and a 28% rate gain distribution would be taxable to
taxable domestic shareholders who are individuals, estates or trusts at a
maximum rate of 28%. An unrecaptured Section 1250 gain distribution would be
taxable to taxable domestic shareholders who are individuals, estates or trusts
at a maximum rate of 25%. On July 22, 1998, as part of the IRS Restructuring
Act, the holding period requirement for the application of the 20% and 25%
capital gain tax rates was reduced to 12 months from 18 months for sales of
capital gain assets on or after January 1, 1998. This change effectively
eliminated the 28% capital gain tax bracket. It is expected that the IRS will
issue clarifying guidance, most likely applying the same principles set forth in
Notice 97-64, regarding a REIT's designation of capital gain dividends in light
of the new holding period requirements.
If, for any taxable year, we elect to designate as capital gain dividends
any portion of the dividends paid or made available for the year to holders of
all classes of shares of beneficial interest, then the portion of the capital
gains dividends that will be allocable to the holders of common shares will be
the total capital gain dividends multiplied by a fraction. The numerator of the
fraction will be the total dividends paid or made available to the holders of
the common shares for the year. The denominator of the fraction will be the
total dividends paid or made available to holders of all classes of shares of
beneficial interest. To the extent we make distributions in excess of earnings
and profits, these distributions will be treated first as a tax-free return of
capital to the shareholder, reducing the tax basis
22
<PAGE>
PART I
of a shareholder's common shares by the amount of the distribution.
Distributions in excess of the shareholder's tax basis will be treated as
capital gains if the common shares are held as a capital asset. Shareholders may
not include in their individual income tax returns any of our net operating
losses or capital losses.
In general, a shareholder will recognize gain or loss for federal income
tax purposes on the sale or other disposition of common shares in an amount
equal to the difference between:
(a) the amount of cash and the fair market value of any property
received in the sale or other disposition, and
(b) the shareholder's adjusted tax basis in the common shares.
The gain or loss will be capital gain or loss if the common shares were held as
a capital asset. Generally, the capital gain or loss will be long-term capital
gain or loss if the common shares were held for more than one year. The
Taxpayer Relief Act of 1997 allows the IRS to issue regulations relating to the
manner in which capital gain rates will apply to sales of capital assets by
REIT's and to sales of interests in REIT's. The IRS has not issued these
regulations. However, if the IRS does issue these regulations, they could
affect the taxation of gain and loss realized on the disposition of common
shares. Shareholders are urged to consult with their own tax advisors with
respect to the rules contained in the Taxpayer Relief Act.
In general, a loss recognized by a shareholder upon the sale of common
shares that were held for six months or less, determined after applying certain
holding period rules, will be treated as long-term capital loss to the extent
that the shareholder received distributions that were treated as long-term
capital gains. For shareholders who are individuals, trusts and estates, the
long-term capital loss will be apportioned among the applicable long-term
capital gain rates to the extent that distributions received by the shareholder
were previously so treated.
We may elect to require shareholders to include our undistributed net
capital gains in their income. If we make this election, shareholders will
include in their income as long-term capital gains their proportionate share of
these gains. Shareholders will be treated as having paid their proportionate
share of the tax paid by us on these gains. Accordingly, they will receive a
credit or refund for the amount. Shareholders will increase the basis in their
common shares by the difference between the amount of capital gain included in
their income and the amount of the tax they are treated as having paid. Our
earnings and profits will be adjusted appropriately.
TAXATION OF TAX-EXEMPT SHAREHOLDERS
Most tax-exempt organizations are not subject to federal income tax except
to the extent of their unrelated business taxable income, which is often
referred to as UBIT. Unless a tax-exempt shareholder holds its common shares as
debt financed property or uses the common shares in an unrelated trade or
business, distributions to the shareholder should not constitute UBIT.
Similarly, if a tax-exempt shareholder sells common shares, the income from the
sale should not constitute UBIT unless the shareholder held the shares as debt
financed property or used the shares in a trade or business.
However, for tax-exempt shareholders that are social clubs, voluntary
employee benefit associations, supplemental unemployment benefit trusts, and
qualified group legal services plans, income from owning or selling common
shares will constitute UBIT unless the organization is able to properly deduct
amounts set aside or placed in reserve so as to offset the income generated by
its investment in common shares. These shareholders should consult their own tax
advisors concerning these set aside and reserve requirements which are set forth
in the Internal Revenue Code.
In addition, certain pension trusts that own more than 10% of a pension-
held REIT must report a portion of the distributions that they receive from the
REIT as UBIT. We have not been and do not expect to be treated as a pension-held
REIT for purposes of this rule.
23
<PAGE>
PART I
TAXATION OF FOREIGN SHAREHOLDERS
The following is a discussion of certain anticipated United States federal
income tax consequences of the ownership and disposition of common shares
applicable to a foreign shareholder. It is based on current law and is for
general information only. A "foreign shareholder" is any person other than:
(a) a citizen or resident of the United States,
(b) a corporation or partnership created or organized in the United
States or under the laws of the United States or of any state
thereof, or
(c) an estate or trust whose income is includable in gross income for
United States federal income tax purposes regardless of its
source.
Distributions by Us. Distributions by us to a foreign shareholder that are
neither attributable to gain from sales or exchanges by us of United States real
property interests nor designated by us as capital gains dividends will be
treated as dividends of ordinary income to the extent that they are made out of
our earnings and profits. These distributions ordinarily will be subject to
withholding of United States federal income tax on a gross basis at a 30% rate,
or a lower treaty rate, unless the dividends are treated as effectively
connected with the conduct by the foreign shareholder of a United States trade
or business. Please note that under certain treaties lower withholding rates
generally applicable to dividends do not apply to dividends from REIT's.
Dividends that are effectively connected with a United States trade or business
will be subject to tax on a net basis at graduated rates, and are generally not
subject to withholding. Certification and disclosure requirements must be
satisfied before a dividend is exempt from withholding under this exemption. A
foreign shareholder that is a corporation also may be subject to an additional
branch profits tax at a 30% rate or a lower treaty rate.
We expect to withhold United States income tax at the rate of 30% on any
distributions made to a foreign shareholder unless:
(a) a lower treaty rate applies and any required form or
certification evidencing eligibility for that reduced rate is
filed with us, or
(b) the foreign shareholder files an IRS Form 4224 with us claiming
that the distribution is effectively connected income.
A distribution in excess of our current or accumulated earnings and profits
will not be taxable to a foreign shareholder to the extent that the distribution
does not exceed the adjusted basis of the shareholder's common shares. Instead,
the distribution will reduce the adjusted basis of the common shares. To the
extent that the distribution exceeds the adjusted basis of the common shares, it
will give rise to gain from the sale or exchange of the shareholder's common
shares. The tax treatment of this gain is described below.
As a result of a legislative change made by the Small Business Job
Protection Act of 1996, it appears that we will be required to withhold 10% of
any distribution in excess of our earnings and profits. Consequently, although
we intend to withhold at a rate of 30%, or a lower applicable treaty rate, on
the entire amount of any distribution, to the extent that we do not do so,
distributions will be subject to withholding at a rate of 10%. However, a
foreign shareholder may seek a refund of the withheld amount from the IRS if it
subsequently determined that the distribution was, in fact, in excess of our
earnings and profits, and the amount withheld exceeded the foreign shareholder's
United States tax liability with respect to the distribution.
24
<PAGE>
PART I
Distributions to a foreign shareholder that we designate at the time of the
distributions as capital gain dividends, other than those arising from the
disposition of a United States real property interest, generally will not be
subject to United States federal income taxation unless:
(i) the investment in the common shares is effectively connected with
the foreign shareholder's United States trade or business, in
which case the foreign shareholder will be subject to the same
treatment as domestic shareholders, except that a shareholder
that is a foreign corporation may also be subject to the branch
profits tax, as discussed above, or
(ii) the foreign shareholder is a nonresident alien individual who is
present in the United States for 183 days or more during the
taxable year and has a "tax home" in the United States, in which
case the nonresident alien individual will be subject to a 30%
tax on the individual's capital gains.
Under the Foreign Investment in Real Property Tax Act, which is known as
FIRPTA, distributions to a foreign shareholder that are attributable to gain
from sales or exchanges of United States real property interests will cause the
foreign shareholder to be treated as recognizing the gain as income effectively
connected with a United States trade or business. This rule applies whether or
not a distribution is designated as a capital gain dividend. Accordingly,
foreign shareholders generally would be taxed on these distributions at the same
rates applicable to U.S. shareholders, subject to a special alternative minimum
tax in the case of nonresident alien individuals. In addition, a foreign
corporate shareholder might be subject to the branch profits tax discussed
above. We are required to withhold 35% of these distributions. The withheld
amount can be credited against the foreign shareholder's United States federal
income tax liability.
Although the law is not entirely clear on the matter, it appears that
amounts we designate as undistributed capital gains in respect of the common
shares held by U.S. shareholders would be treated with respect to foreign
shareholders in the same manner as actual distributions of capital gain
dividends. Under that approach, foreign shareholders would be able to offset as
a credit against the United States federal income tax liability their
proportionate share of the tax paid by us on these undistributed capital gains.
In addition, foreign shareholders would be able to receive from the IRS a refund
to the extent their proportionate share of the tax paid by us were to exceed
their actual United States federal income tax liability.
Sales of Common Shares. Gain recognized by a foreign shareholder upon the
sale or exchange of common shares generally will not be subject to United States
taxation unless the shares constitute a "United States real property interest"
within the meaning of FIRPTA. The common shares will not constitute a United
States real property interest so long as we are a domestically controlled REIT.
A domestically controlled REIT is a REIT in which at all times during a
specified testing period less than 50% in value of its stock is held directly or
indirectly by foreign shareholders. We believe that we are a domestically
controlled REIT. Therefore, we believe that the sale of common shares will not
be subject to taxation under FIRPTA. However, because common shares and
preferred shares are publicly traded, we cannot guarantee that we will continue
to be a domestically controlled REIT. In any event, gain from the sale or
exchange of common shares not otherwise subject to FIRPTA will be taxable to a
foreign shareholder if either:
(i) the investment in the common shares is effectively connected with
the foreign shareholder's United States trade or business, in
which case the foreign shareholder will be subject to the same
treatment as domestic shareholders with respect to the gain, or
25
<PAGE>
PART I
(ii) the foreign shareholder is a nonresident alien individual who is
present in the United States for 183 days or more during the
taxable year and has a tax home in the United States, in which
case the nonresident alien individual will be subject to a 30%
tax on the individual's capital gains.
Even if we do not qualify as or cease to be a domestically controlled REIT,
gain arising from the sale or exchange by a foreign shareholder of common shares
still would not be subject to United States taxation under FIRPTA as a sale of a
United States real property interest if:
(i) the class or series of shares being sold is "regularly traded,"
as defined by applicable IRS regulations, on an established
securities market such as the New York Stock Exchange, and
(ii) the selling foreign shareholder owned 5% or less of the value of
the outstanding class or series of shares being sold throughout
the five-year period ending on the date of the sale or exchange.
If gain on the sale or exchange of common shares were subject to taxation
under FIRPTA, the foreign shareholder would be subject to regular United States
income tax with respect to the gain in the same manner as a taxable U.S.
shareholder, subject to any applicable alternative minimum tax, a special
alternative minimum tax in the case of nonresident alien individuals and the
possible application of the branch profits tax in the case of foreign
corporations. The purchaser of the common shares would be required to withhold
and remit to the IRS 10% of the purchase price.
OTHER TAX CONSIDERATIONS
Clinton Administration Proposal. The Clinton Administration's fiscal year
2000 budget proposal was announced on February 1, 1999. One part of the
proposed budget would amend the tax rules 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 wholly
owned subsidiary or another REIT. Under 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 covered issuer.
The Clinton proposal also contains an exception to both the 10% asset test
described above and a second REIT asset test which precludes any one issuer's
securities owned by a REIT to exceed 5% of the REIT's total assets. This
exception would allow a REIT to have "qualified independent contractor
subsidiaries," which could perform services for tenants and other customers that
a REIT currently cannot perform, and "qualified business subsidiaries," which
could undertake third-party management and development activities as well as
other non-real estate related activities. Collectively, these two types of
entities are called "taxable REIT subsidiaries." Under the proposal, no more
than 15% of a REIT's total assets could consist of taxable REIT subsidiaries and
no more than 5% of a REIT's total assets could consist of qualified independent
contractor subsidiaries. In addition, a taxable REIT subsidiary would not be
entitled to deduct any interest on debt funded directly or indirectly by the
REIT. If the proposal is enacted, a REIT could combine and convert existing
corporate subsidiaries into taxable REIT subsidiaries tax-free for a limited
period of time. After the effective date of the proposal and any applicable
transition period, the 10% vote or value test would apply to our corporate
subsidiaries, other than wholly owned corporate subsidiaries, that do not
convert into "taxable REIT subsidiaries." It is presently uncertain whether
this proposal, or any other proposal regarding REIT subsidiaries, will be
enacted.
Our Management Company Subsidiaries. A portion of the cash to be used by
our operating partnership to fund distributions to us is expected to come from
payments of dividends on non-voting
26
<PAGE>
PART I
stock of management companies held by the Operating Partnership. The management
companies pay federal and state income tax at the full applicable corporate
rates. They will attempt to minimize the amount of these taxes, but we cannot
guarantee whether or the extent to, which measures taken to minimize these
taxes, will be successful. To the extent that the management companies are
required to pay taxes, the cash available for distribution by us to shareholders
will be reduced accordingly.
State and Local Taxes. We and our shareholders may be subject to state or
local taxation in various jurisdictions, including those in which it or they
transact business or reside. The state and local tax treatment of us and our
shareholders may not conform to the federal income tax consequences discussed
above. Consequently, prospective shareholders should consult their own tax
advisors regarding the effect of state and local tax laws on an investment in
common shares.
ITEM 2. THE PROPERTIES
As of December 31, 1998, the Company controlled a portfolio of 654
multifamily Properties, of which six are under development, located in 35 states
containing 187,002 apartment units, of which 2,107 units pertain to the
development Properties. The average number of units per Property, not including
the development Properties, was approximately 285. The units are typically
contained in a series of two-story buildings. The Properties contain an
aggregate of 166.1 million rentable square feet, with an average unit size of
898 square feet (not including the development Properties). The average rent per
unit was $739 and the average rent per square foot was $0.82 (not including the
development Properties).
As of December 31, 1998, the Properties had an average occupancy rate of
95%. Tenant leases are generally year-to-year and require security deposits. The
Properties typically provide residents with attractive amenities, which may
include 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.
The Company believes that the Properties provide amenities and common
facilities that create an attractive residence for tenants. It is management's
role to monitor compliance with Property policies and to provide preventive
maintenance of the Properties including common areas, facilities and amenities.
The Company holds periodic meetings of its Property management personnel for
training and implementation of the Company's strategies. The Company believes
that, due in part to this strategy, the Properties historically have had high
occupancy rates.
The distribution of the Properties throughout the United States reflects
the Company's belief that geographic diversification helps insulate the
portfolio from regional and economic influences. At the same time, the Company
has sought to create clusters of Properties within each of its primary markets
in order to achieve economies of scale in management and operation; however, the
Company may acquire additional multifamily properties located anywhere in the
United States.
The Company beneficially owns fee simple title to 647 of the Properties and
holds a 99-year leasehold interest with respect to one Property (Mallgate).
Direct fee simple title for certain of the Properties is owned by single-purpose
nominee corporations or land trusts that engage in no business other than
holding title to the Property for the benefit of the Company. Holding title in
such a manner is expected to make it less costly to transfer such Property in
the future in the event of a sale and should facilitate financing, since lenders
often require title to a Property to be held in a single purpose entity in order
to isolate that Property from potential liabilities of other Properties. Direct
fee simple title for certain other Properties is owned by an LLC. In addition,
with respect to two Properties, the Company owns the debt collateralized by such
Properties and with respect to four Properties, the Company owns an interest in
the debt collateralized by the Properties.
27
<PAGE>
PART I
As of December 31, 1998, the Company had an investment in partnership
interests and subordinated mortgages collateralized by 21 of the Additional
Properties and an investment in six joint ventures consisting of six of the
Additional Properties. The Additional Properties contain 5,193 units, located
in six states.
The following tables include only those Properties and Additional
Properties owned by the Company or in which the Company had a direct equity or
mortgage interest at December 31, 1998. As such, the properties currently under
development by third parties (see discussion in Item 7) are not included in the
following tables. In addition, the units for expansion properties are not
included in the following tables until the expansion is complete.
The following tables set forth certain information relating to the
Properties, Properties under development and the Additional Properties:
28
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES- CONTINUED
<TABLE>
<CAPTION>
Occupancy
Average As of
Year(s) Square Square Footage December
Property Constructed Units Footage Per Unit 31, 1998
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ALABAMA
Colony Woods, Birmingham (1) 1991/1994 414 450,892 1,089 99.8%
Meadows on the Lake/Park, Birmingham (2 properties) 1986/1987 400 418,452 1,046 95.7%
Shoal Run, Birmingham 1986 276 249,300 903 96.0%
ARIZONA
Acacia Creek, Scottsdale 1988-1994 508 462,280 910 97.8%
Arboretum, Tucson (1) 1987 496 402,272 811 94.3%
Bay Club, Phoenix 1976 420 257,790 614 93.3%
Bayside at the Islands, Gilbert (1) 1989 272 236,640 870 91.9%
Bear Canyon, Tucson 1996 238 231,640 973 94.5%
Camellero, Scottsdale (1) 1979 344 311,526 906 93.0%
Canyon Creek, Tucson 1986 242 169,946 702 97.5%
Canyon Sands, Phoenix 1983 412 353,592 858 91.8%
Chandler Court, Chandler 1987 311 263,338 847 95.2%
Copper Creek, Phoenix 1984 144 146,024 1,014 95.1%
Country Brook, Chandler (1) 1986-1996 396 381,333 963 92.2%
Crown Court, Phoenix 1987 416 464,582 1,117 97.1%
Crystal Creek, Phoenix 1985 273 190,140 696 91.5%
Del Coronado, Mesa (1) 1985 419 394,062 940 96.6%
Desert Sands, Phoenix 1982 412 353,592 858 91.8%
Dos Caminos, Phoenix 1983 264 265,884 1,007 98.5%
Flying Sun, Phoenix 1983 108 93,708 868 94.4%
Fountain Creek, Phoenix 1984 186 144,374 776 93.0%
Gateway Villas, Scottsdale 1995 180 179,664 998 95.5%
Greenwood Village, Tempe (1) 1984 270 238,768 884 94.8%
Harrison Park, Tucson (1) 1985 360 322,356 895 95.5%
Heritage Point, Mesa 1986 148 114,436 773 91.1%
Indian Bend, Scottsdale 1973 275 226,444 823 88.0%
Ingleside, Phoenix 1995 120 118,664 989 96.7%
Isle at Arrowhead Ranch, Glendale 1996 256 244,608 956 94.0%
La Mariposa, Mesa (1) 1986 222 206,052 928 97.3%
La Reserve Villas, Tucson (1) 1988 240 216,008 900 95.0%
La Valencia, Mesa 1997 361 342,946 950 96.7%
Ladera, Phoenix 1995 248 243,312 981 97.6%
<CAPTION>
December, 1998
Avg. Monthly
Rental Rate Per
------------------------------------
Property Unit Square Foot
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
ALABAMA
Colony Woods, Birmingham (1) $652 $0.60
Meadows on the Lake/Park, Birmingham (2 properties) $630 $0.60
Shoal Run, Birmingham $572 $0.63
ARIZONA
Acacia Creek, Scottsdale $773 $0.85
Arboretum, Tucson (1) $589 $0.73
Bay Club, Phoenix $557 $0.91
Bayside at the Islands, Gilbert (1) $743 $0.85
Bear Canyon, Tucson $742 $0.76
Camellero, Scottsdale (1) $740 $0.82
Canyon Creek, Tucson $503 $0.72
Canyon Sands, Phoenix $584 $0.68
Chandler Court, Chandler $651 $0.77
Copper Creek, Phoenix $799 $0.79
Country Brook, Chandler (1) $763 $0.79
Crown Court, Phoenix $869 $0.78
Crystal Creek, Phoenix $605 $0.87
Del Coronado, Mesa (1) $673 $0.72
Desert Sands, Phoenix $584 $0.68
Dos Caminos, Phoenix $794 $0.79
Flying Sun, Phoenix $618 $0.71
Fountain Creek, Phoenix $621 $0.80
Gateway Villas, Scottsdale $830 $0.83
Greenwood Village, Tempe (1) $696 $0.79
Harrison Park, Tucson (1) $623 $0.70
Heritage Point, Mesa $666 $0.86
Indian Bend, Scottsdale $697 $0.85
Ingleside, Phoenix $885 $0.89
Isle at Arrowhead Ranch, Glendale $817 $0.86
La Mariposa, Mesa (1) $648 $0.70
La Reserve Villas, Tucson (1) $651 $0.72
La Valencia, Mesa $675 $0.71
Ladera, Phoenix $871 $0.89
</TABLE>
29
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
------------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Legends at La Paloma, Tucson 1995 312 325,648 1,044 92.9% $804 $0.77
Little Cottonwoods, Tempe (1) 1984 379 389,012 1,026 90.7% $790 $0.77
Mirador, Phoenix 1995 316 311,928 987 98.7% $826 $0.84
Misson Palms, Tucson 1980 360 372,918 1,036 93.1% $681 $0.66
Morningside, Scottsdale (1) 1989 160 163,116 1,019 98.8% $805 $0.79
Mountain Park, Phoenix (1) 1994 240 230,560 961 95.0% $808 $0.84
Orange Grove Village, Tucson (1) 1986-1995 400 339,396 848 92.2% $563 $0.66
Park Meadow, Gilbert (1) 1986 224 197,264 881 90.6% $702 $0.80
Preserve at Squaw Park, Phoenix (1) 1990 108 92,168 853 96.3% $855 $1.00
Promontory Pointe I&II, Phoenix (1) 1984-1996 424 421,446 994 95.7% $778 $0.78
Rancho Murietta, Tempe 1983 292 253,016 866 94.5% $733 $0.85
San Tropez, Phoenix 1989 316 332,080 1,051 95.7% $899 $0.86
Scottsdale Courtyards, Scottsdale (1) 1993 274 284,175 1,037 95.8% $907 $0.87
Scottsdale Meadows, Scottsdale 1984 168 149,520 890 98.2% $739 $0.83
Sedona Ridge, Phoenix 1988 250 235,345 941 96.4% $749 $0.80
Shadow Brook, Scottsdale (1) 1984 224 226,296 1,010 95.5% $859 $0.85
Shores at Andersen Springs, Chandler (1) 1989 299 265,218 887 94.0% $768 $0.87
Silver Creek, Phoenix (1) 1986 174 134,820 775 91.3% $629 $0.81
Skyline Gateway, Tucson 1985 246 179,422 729 95.5% $587 $0.80
Sonoran, Phoenix (1) 1995 429 413,344 964 94.9% $789 $0.82
Southbank, Mesa 1985 113 99,448 880 92.0% $584 $0.66
Southcreek, Mesa (1) 1986-89 528 472,152 894 93.4% $671 $0.75
Sun Creek, Glendale (1) 1985 175 129,661 741 92.5% $605 $0.82
Suntree Village, Tucson (1) 1986 424 345,761 815 92.9% $537 $0.66
Superstition Vista, Mesa 1987 316 300,510 951 91.1% $666 $0.70
Sycamore Creek, Scottsdale (1) 1984 350 335,420 958 97.3% $775 $0.81
The Enclave, Tempe (1) 1994 204 194,142 952 96.5% $866 $0.91
The Hawthorne, Phoenix 1996 276 259,784 941 96.0% $804 $0.85
The Heritage, Phoenix (1) 1995 204 198,276 972 93.6% $821 $0.84
The Meadows, Mesa 1984 306 247,378 808 92.4% $590 $0.73
The Palms, Phoenix (1) 1990 132 135,460 1,026 98.5% $959 $0.93
The Pointe ASM, Phoenix 1988 364 309,548 850 90.9% $677 $0.80
Towne Square, Chandler 1987-1996 584 533,164 913 96.1% $697 $0.76
</TABLE>
30
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December,
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
-------------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Via Ventura, Scottsdale 1980 320 279,187 872 99.7% $721 $0.83
Villa Encanto, Phoenix 1983 382 309,982 811 98.0% $636 $0.78
Villa Madeira, Scottsdale 1971 332 291,280 877 90.3% $736 $0.84
Villa Manana, Phoenix 1971-85 816 212,150 816 94.6% $633 $0.78
Villa Serenas, Tucson (1) 1973 611 452,751 741 91.8% $577 $0.78
Village at Lakewood, Phoenix (1) 1988 240 205,752 857 91.2% $761 $0.89
Village at Tanque Verde, Tucson(1) 1984-1994 217 174,668 805 93.5% $559 $0.69
Vista Grove, Mesa 1997-1998 224 204,136 911 93.3% $756 $0.83
Windemere, Mesa (1) 1986 224 187,192 836 93.7% $614 $0.73
ARKANSAS
Combined Little Rock Properties(3) 1974-1975 1,039 889,416 856 92.2% $513 $0.60
CALIFORNIA
Bay Ridge, San Pedro 1987 60 46,836 781 98.2% $1,264 $1.62
Bramblewood, San Jose 1986 108 86,624 802 92.6% $1,217 $1.52
Briarwood, Sunnyvale (1) 1985 192 157,264 819 97.9% $1,292 $1.58
Canyon Crest Views, Riverside 1982-1983 178 212,292 1,193 89.3% $984 $0.83
Canyon Ridge, San Diego 1989 162 126,000 778 96.9% $952 $1.22
Carmel Terrace, San Diego 1988-89 384 298,588 778 96.1% $863 $1.11
Casa Capricorn & Casa
Camino Ruiz, San Diego
(2 properties) 1976-1986 388 346,720 894 98.4% $863 $0.97
Creekside, San Mateo (1) 1985 192 142,318 741 96.9% $1,349 $1.82
Deerwood, Corona 1992 316 338,345 1,071 92.7% $899 $0.84
Deerwood, San Diego 1990 316 333,079 1,054 94.9% $1,072 $1.02
Eagle Canyon, Chino Hills 1985 252 252,493 1,002 93.7% $1,021 $1.02
Emerald Place, Bermuda Dunes 1988 240 214,072 892 99.2% $649 $0.73
Esprit Del Sol, Solana Beach 1986 146 135,416 928 91.1% $1,063 $1.15
Geary Courtyard, San Francisco (1) 1990 164 85,675 522 83.0% $1,467 $2.81
Greenhaven, Union City (1) 1983 250 193,764 775 95.2% $977 $1.26
Harborview, San Pedro (1) 1985 160 171,800 1,074 98.2% $1,264 $1.18
Hathaway, Long Beach 1987 385 266,805 693 96.4% $937 $1.35
La Mirage, San Diego 1988-1992 1,070 972,689 909 96.9% $1,151 $1.27
Lakeville Resort, Petaluma (1) 1984 492 461,798 939 97.0% $864 $0.92
Lands End, Pacifica 1974 260 161,121 620 97.3% $1,174 $1.89
Larkspur Woods, Sacramento (1) 1989/1993 232 253,134 1,091 96.1% $1,025 $0.94
</TABLE>
31
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
--------------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lincoln Green I & II, Sunnyvale (1) 1979 174 131,900 758 98.3% $1,304 $1.72
Lincoln Village I & II, Larkspur 1980 342 293,597 858 95.9% $1,359 $1.58
Marquessa, Corona 1992 336 299,744 892 99.4% $ 805 $0.90
Merrimac Woods, Costa Mesa 1970 123 88,160 717 95.1% $ 854 $1.19
Mountain Terrace, Stevenson Ranch 1992 510 425,612 835 92.0% $ 952 $1.14
Northridge, Pleasant Hill 1974 221 236,060 1,068 95.9% $1,075 $1.01
Oak Park North & South, Agoura (1)
(2 properties) 1989-1990 444 368,600 830 96.2% $1,100 $1.33
Park West, Los Angeles 1990 444 315,588 711 97.1% $1,061 $1.49
Parkside, Union City 1979 208 143,120 688 96.6% $1,001 $1.45
Parkview Terrace, Redlands (1) 1986 558 446,856 801 95.0% $ 724 $0.90
Portofino, Chino Hills 1989 176 153,708 873 96.6% $ 937 $1.07
Promenade Terrace, Corona Hills (1) 1990 330 360,838 1,093 96.4% $ 918 $0.84
Redlands Lawn and Tennis Club,
Redlands (1) 1986 496 394,560 795 95.2% $ 697 $0.88
Regency Palms, Huntington Beach 1969 310 261,634 844 98.7% $ 890 $1.05
Ridgewood Village, San Diego 1997 192 163,336 851 97.9% $ 972 $1.14
Sierra Canyon, Canyon Cnty 1987 232 239,568 1,033 90.9% $ 830 $0.80
Skylark, Union City (1) 1986 174 140,537 808 97.7% $1,016 $1.26
Smoketree Polo Club, Indio (1) 1987-89 288 238,560 828 98.3% $ 528 $0.64
Sonterra at Foothill Ranch,
Foothill Ranch (1) 1997 300 278,560 929 97.5% $1,014 $1.09
Southwood, Palo Alto 1985 99 80,084 809 98.0% $1,714 $2.12
Summer Ridge, Riverside 1985 136 104,832 771 97.8% $ 732 $0.95
Summerset Village, Chatsworth 1985 280 286,752 1,024 96.1% $1,180 $1.15
Summerwood, Hayward 1982 162 123,066 760 96.9% $ 878 $1.16
The Ashton, Corona (1) 1986 492 418,284 850 98.3% $ 737 $0.87
Villa Solana, Laguna Hills 1984 272 245,104 901 97.1% $ 984 $1.09
Vista Del Lago, Mission Viejo (1) 1986-88 608 512,200 842 96.5% $ 974 $1.16
Whispering Oaks F.K.A. Creekside Oaks,
Walnut Creek (1) 1974 316 237,952 753 97.2% $ 938 $1.25
Windridge, Laguna Niguel (1) 1989 344 375,312 1,091 97.7% $1,122 $1.03
Wood Creek, Pleasant Hill 1987 256 257,632 1,006 95.3% $1,342 $1.33
Woodleaf, Campbell (1) 1984 178 130,400 733 97.2% $1,201 $1.64
COLORADO
Brookside, Boulder 1993 144 121,744 845 90.3% $ 914 $1.08
Cheyenne Crest, Colorado Springs 1984 208 175,424 843 97.6% $ 672 $0.80
</TABLE>
32
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
-------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cierra Crest, Denver (1) 1996 480 439,498 916 94.2% $ 905 $0.99
Cimmaron Ridge, Denver 1984 296 229,048 774 98.0% $ 607 $0.78
Colinas Pointe, Denver 1986 272 213,984 787 96.7% $ 655 $0.83
Crescent at Cherry Creek, Denver (1) 1994 216 189,191 876 90.2% $ 851 $0.97
Dartmouth Woods, Lakewood (1) 1990 201 165,777 825 92.0% $ 745 $0.90
Glenridge, Colorado Springs (1) 1985 220 176,792 804 94.5% $ 675 $0.84
Highland Pointe, Denver 1984 318 237,886 748 94.7% $ 608 $0.81
Highline Oaks, Denver (1) 1986 220 170,756 776 94.1% $ 703 $0.91
Indian Tree, Arvada 1983 168 140,000 833 93.4% $ 698 $0.84
Ironwood at the Ranch, Denver (1) 1986 226 184,081 815 92.4% $ 752 $0.92
Parkwood East, Fort Collins 1986 259 215,064 830 93.1% $ 697 $0.84
Sterling Point, Denver 1979 143 130,120 910 97.2% $ 752 $0.83
Summer Chase, Aurora 1983 384 302,944 789 97.4% $ 649 $0.82
The Marks, Denver (1) 1987-1996 616 520,712 845 93.8% $ 761 $0.90
The Registry, Denver 1987 208 156,558 753 97.1% $ 700 $0.93
Timberwood, Aurora 1983 336 268,256 798 97.3% $ 597 $0.75
Trails, Aurora 1986 351 286,964 818 94.9% $ 642 $0.79
Turf Club, Littleton 1986 324 256,224 791 96.0% $ 691 $0.87
Village at Bear Creek, Denver (1) 1987-1996 472 464,558 984 94.9% $ 876 $0.89
Warwick Station, Denver (1) 1986 332 250,432 754 93.7% $ 719 $0.95
Willowick, Aurora 1980 100 73,400 734 90.0% $ 621 $0.85
Windmill, Colorado Springs 1985 304 180,640 594 97.0% $ 536 $0.90
Woodridge I, II & III, Aurora (3 properties) 1980-82 584 444,224 761 94.8% $ 563 $0.74
Yuma Court, Colorado Springs 1985 40 37,400 935 97.4% $ 649 $0.69
CONNECTICUT
The Classic, Stamford 1990 144 165,727 1,151 96.5% $2,152 $1.87
Fairfield, Stamford 1996 263 223,947 852 98.1% $1,411 $1.66
Rivers Edge, Waterbury 1974 156 134,898 865 89.7% $ 808 $0.93
FLORIDA
Audubon Village, Tampa 1990 447 378,871 848 99.1% $ 696 $0.82
Augustine Club, Tallahassee 1988 222 199,700 900 88.2% $ 631 $0.70
Auvers Village, Orlando 1991 480 490,244 1,021 96.9% $ 737 $0.72
Banyan Lake, Boynton Beach 1986 288 264,636 919 97.6% $ 718 $0.78
Beach Club, Fort Myers 1990 320 278,988 872 93.4% $ 634 $0.73
</TABLE>
33
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
----------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Beneva Place, Sarasota (1) 1986 192 174,911 911 98.4% $689 $0.76
Bermuda Cove, Jacksonville 1989 350 319,338 912 98.0% $686 $0.75
Bishop Park, Winter Park 1991 324 292,440 903 95.4% $687 $0.76
Heron Pointe, Boynton Beach 1989 192 195,840 1,020 94.3% $728 $0.71
Brierwood, Jacksonville 1974 196 263,052 1,342 95.4% $661 $0.49
Casa Cordoba, Tallahassee 1972-73 168 164,336 978 95.8% $575 $0.59
Casa Cortez, Tallahassee 1970 66 74,916 1,135 97.0% $627 $0.55
Chaparral, Largo 1976 444 451,420 1,017 90.7% $616 $0.61
Chicksaw Crossing, Orlando (1) 1986 292 248,280 850 90.7% $611 $0.72
Claire Pointe, Jacksonville 1986 256 258,560 1,010 93.3% $737 $0.73
Coconut Palm Club, Coconut Creek 1992 300 385,372 1,285 96.3% $822 $0.64
Colony Place, Fort Myers 1991 300 336,576 1,122 93.6% $774 $0.69
Combined Ft. Lauderdale Properties (4) 1988-1991 737 528,591 717 94.7% $893 $1.25
Conway Station, Orlando 1987 242 190,438 787 90.5% $639 $0.81
Copper Terrace, Orlando 1989 300 270,568 902 94.6% $710 $0.79
Country Club Place, Pembroke Pines 1987 152 167,200 1,100 94.7% $863 $0.78
Crosswinds, St. Petersburg 1986 208 154,224 741 95.2% $585 $0.79
Cypress Cove, Melbourne 1990 326 334,680 1,027 95.1% $710 $0.69
Deerbrook, Jacksonville 1983 144 186,188 1,293 90.9% $752 $0.58
Emerald Bay, Winter Park 1972 432 394,837 914 85.0% $610 $0.67
Essex Place, Tampa 1989 148 123,456 834 95.9% $686 $0.82
Falls, Tampa 1985 240 158,016 658 95.4% $549 $0.83
Forest Place, Tampa (1) 1985 244 198,525 814 97.9% $566 $0.70
Gatehouse at Pine Lake, Plantation 1990 296 293,792 993 93.9% $868 $0.87
Gatehouse on the Green, Pembroke Pines 1990 312 310,140 994 97.7% $911 $0.92
Habitat, Orlando 1974 344 334,352 972 91.5% $614 $0.63
Hammock's Place, Miami (1) 1986 296 307,900 1,040 94.9% $754 $0.72
Heron Cove, Coral Springs 1987 198 189,932 959 94.9% $773 $0.81
Heron Landing, Lauderhill 1988 144 151,684 1,053 97.2% $788 $0.75
Heron Run, Plantation 1987 198 185,504 937 94.4% $808 $0.86
Hidden Palms, Tampa (1) 1986 256 201,518 787 94.5% $578 $0.73
Horizon Place, Tampa (1) 1985 304 255,596 841 96.4% $601 $0.71
</TABLE>
34
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
-----------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Indigo Plantation, Daytona Beach 1989 304 268,128 882 92.4% $612 $0.69
La Costa Brava, Jacksonville (2) 1970-73 464 441,268 951 94.0% $562 $0.59
La Costa Brava, Orlando 1967 194 190,780 983 94.1% $655 $0.67
Lakeridge at Moors, Miami 1991 175 169,725 970 92.0% $850 $0.88
Lexington Park, Orlando 1988 252 201,236 799 97.2% $630 $0.79
Lofton Place, Tampa 1988 280 267,725 956 95.0% $717 $0.75
Madison at Coral Square, Coral Springs 1989 384 429,960 1,120 95.3% $880 $0.79
Marbrisa, Tampa 1984 224 188,544 842 96.0% $610 $0.72
Mariner Club, Pembroke Pines (1) 1988 304 282,696 930 98.0% $837 $0.90
Mariners Wharf, Orange Park 1989 272 305,392 1,123 93.0% $784 $0.70
Mission Bay, Orlando 1991 304 330,368 1,087 90.4% $805 $0.74
Northlake, Jacksonville 1989 240 193,832 808 96.7% $614 $0.76
Oaks of Lakebridge, Ormond Beach 1984 170 120,792 711 94.1% $611 $0.86
Ocean Walk, Key West (1) 1990 296 208,256 704 100.0% $959 $1.36
Paradise Point, Dania 1987-90 320 286,740 896 87.1% $846 $0.94
Pine Harbour, Orlando 1991 366 344,204 940 93.8% $715 $0.76
Pines of Springdale, W. Palm Beach 1986 151 126,975 841 98.7% $650 $0.77
Plantations at Killearn, Tallahassee (1) 1990 184 156,920 853 95.6% $616 $0.72
Polos East, Orlando 1991 308 270,000 877 95.1% $706 $0.81
Polos, Fort Myers 1991 328 301,120 918 96.3% $671 $0.73
Princeton Square, Jacksonville 1984 288 212,640 738 95.1% $566 $0.77
Promenade, St. Petersburg 1994 334 323,688 969 93.1% $817 $0.84
Reserve at Ashley Lake, Boynton Beach (1) 1990 440 432,756 984 95.2% $703 $0.71
River Bend, Tampa 1971 296 333,580 1,127 94.9% $584 $0.52
Royal Oaks, Jacksonville 1991 284 233,700 823 92.2% $641 $0.78
Sabal Palm, Pompano Beach 1989 416 384,032 923 91.5% $783 $0.85
Sabal Palm at Carrollwood Place, Tampa 1995 432 419,040 970 97.7% $731 $0.75
Sabal Palm at Boot Ranch, Palm Harbor (1) 1996 432 437,303 1,012 95.1% $793 $0.78
Sabal Pointe, Coral Springs 1995 275 355,575 1,293 95.3% $911 $0.70
Sawgrass Cove, Bradenton 1991 336 342,880 1,020 95.4% $693 $0.68
Silver Springs, Jacksonville 1985 432 361,372 837 98.1% $568 $0.68
Spicewood Springs, Jacksonville 1986 512 388,800 759 93.9% $560 $0.74
Springs Colony, Altamonte Springs (1) 1986 188 161,168 857 92.6% $625 $0.73
</TABLE>
35
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
------------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Summit Chase, Coral Springs 1985 140 134,586 961 95.0% $ 732 $0.76
Timberwalk, Jacksonville 1987 284 240,304 846 96.1% $ 648 $0.77
Tivoli Lakes, Deerfield Beach 1991 278 247,336 890 94.2% $ 772 $0.87
Valencia Plantation, Orlando 1990 194 213,448 1,100 96.4% $ 742 $0.67
Vinings at Lake Buena Vista, Orlando (1) 1988 400 370,849 927 97.7% $ 688 $0.74
Vinings at Lenox Place, Orlando 1998 456 496,604 1,089 81.1% $ 892 $0.82
Vinings Club at Metrowest, Orlando 1997 411 510,263 1,242 93.6% $1,015 $0.82
Viridian Lake, Fort Myers 1991 320 276,064 863 91.9% $ 692 $0.80
Waterford , Jacksonville 1988 432 460,312 1,066 96.3% $ 706 $0.66
Waterford at Deerwood, Jacksonville (1) 1985 248 246,820 995 94.7% $ 626 $0.63
Waterford at Orange Park, Orange Park (1) 1986 280 236,596 845 94.6% $ 601 $0.71
Waterford at Regency, Jacksonville (1) 1985 159 134,253 844 96.8% $ 548 $0.65
Waterford Village, Delray Beach 1989 236 222,109 941 98.3% $ 816 $0.87
Welleby Lake Club, Sunrise 1991 304 290,972 957 96.0% $ 794 $0.83
Westwood Pines, Tamarac 1991 208 204,460 983 92.8% $ 861 $0.88
Wood Forest, Daytona Beach (1) 1985 144 118,392 822 93.1% $ 574 $0.70
Woodlake at Killearn, Tallahassee 1986-90 352 305,480 868 90.6% $ 608 $0.70
GEORGIA
Belmont Crossing, Riverdale 1988 316 323,230 1,023 94.3% $ 675 $0.66
Belmont Landing, Riverdale 1988 424 386,530 912 92.9% $ 650 $0.71
Champions Park, Norcross 1987 252 203,391 807 97.6% $ 692 $0.86
Chatelaine Park, Duluth 1995 303 334,845 1,105 95.3% $ 857 $0.78
Defoor Village, Atlanta 1997 156 149,983 961 94.9% $ 974 $1.01
Frey, Atlanta (1) 1985 489 453,760 928 97.0% $ 679 $0.73
Garden Lake, Riverdale 1991 278 274,256 987 96.0% $ 671 $0.68
Governor's Place, Augusta 1972 190 191,580 1,008 94.1% $ 451 $0.45
Governor's Point, Roswell (1) 1982/1986 468 587,176 1,255 94.0% $ 813 $0.65
Greengate, Marietta 1971 152 157,808 1,038 98.7% $ 661 $0.64
Greystone, Atlanta 1960 150 152,600 1,017 97.3% $ 697 $0.69
Gwinnett Crossing, Duluth 1989/90 574 501,384 873 94.1% $ 651 $0.75
Harvest Grove, Conyers 1986 376 350,432 932 94.9% $ 623 $0.67
Highland Grove, Stone Mountain 1988 268 243,360 908 95.8% $ 666 $0.73
Holcomb Bridge, Atlanta (1) 1985 437 419,150 959 95.9% $ 726 $0.76
</TABLE>
36
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
---------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ivy Place, Atlanta 1978 122 180,830 1,482 98.1% $ 953 $0.64
Lakes at Vinings, Atlanta (1) 1972/1975 464 443,178 955 94.4% $ 782 $0.82
Lexington Glen, Atlanta 1990 480 525,504 1,095 94.8% $ 887 $0.81
Lexington Village, Alpharetta (1) 1995 352 379,046 1,077 95.4% $ 846 $0.79
Longwood, Decatur 1992 268 216,970 810 98.9% $ 762 $0.94
Madison at River Sound , Lawrenceville 1996 586 634,999 1,084 95.0% $ 823 $0.76
Martins Landing, Atlanta (1) 1972 300 423,930 1,413 96.0% $ 876 $0.62
Maxwell House, Augusta 1951 216 97,173 450 94.0% $ 382 $0.85
North Hill, Atlanta (1) 1984 420 481,150 1,146 94.7% $ 778 $0.68
Paces Station Combined, Atlanta (8) 1984-1989 610 592,936 972 97.2% $ 784 $0.81
Park Knoll, Marietta 1983 484 587,250 1,213 93.8% $ 851 $0.70
Plantation Ridge, Atlanta 1975 454 513,068 1,130 95.6% $ 692 $0.61
Preston Lake, Tucker 1984-86 320 338,130 1,057 96.2% $ 693 $0.66
Roswell, Atlanta (1) 1985 236 225,598 956 94.0% $ 750 $0.78
Shadow Lake, Doraville 1989 228 232,120 1,018 95.6% $ 683 $0.67
Sweetwater Glen, Lawrenceville 1986 200 160,400 802 96.0% $ 639 $0.80
The Arboretum, Atlanta 1970 312 301,139 965 98.2% $ 866 $0.90
The Clarion, Decatur 1990 217 211,582 975 94.9% $ 792 $0.81
Trowbridge, Atlanta 1980 210 246,000 1,171 97.0% $ 770 $0.66
Willow Trail, Norcross 1985 224 195,216 872 94.6% $ 627 $0.72
Windridge, Dunwoody 1982 272 229,930 845 95.2% $ 650 $0.77
Woodland Hills, Decatur 1985 228 266,304 1,168 97.8% $ 835 $0.71
Wynbrook, Atlanta 1972/1976 318 322,828 1,015 95.0% $ 663 $0.65
IDAHO
The Seasons, Boise 1990 120 108,460 904 96.6% $ 631 $0.70
ILLINOIS
Bourbon Square, Palatine (1) 1984-87 612 875,160 1,430 90.0% $1,091 $0.76
Chantecleer Lakes, Naperville (1) 1986 304 280,536 923 97.1% $ 918 $0.99
Four Lakes III-V, Lisle (1) 1968-1988 1,420 1,108,453 781 95.0% $ 806 $1.03
Glengarry Club, Bloomingdale (1) (7) 1989 250 215,098 860 97.2% $ 887 $1.03
Glenlake Club, Glendale Heights (1) 1988 336 268,560 799 99.4% $ 842 $1.05
McDowell Place, Naperville (1) 1988 400 396,320 991 95.5% $ 899 $0.91
INDIANA
Idlewood, Indianapolis (1) 1991 320 262,355 820 98.1% $ 605 $0.74
</TABLE>
37
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Average
Year(s) Square Square Footage
Property Constructed Units Footage Per Unit
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
IOWA
3000 Grand, Des Moines 1970 186 199,530 1,073
Regency Woods, West Des Moines (1) 1986 200 165,880 829
KANSAS
Cedar Crest, Overland Park (1) 1986 466 430,034 923
Concorde Bridge, Overland Park 1973 248 403,808 1,628
Essex Place, Overland Park 1970-84 352 429,048 1,219
Rosehill Pointe, Lenexa (1) 1984 498 459,318 922
Silverwood, Mission (1) 1986 280 234,876 839
Sunnyoak Village, Overland Park (1) 1984 548 492,700 899
KENTUCKY
Breckinridge Court, Lexington (1) 1986-1987 382 276,010 723
Cloisters on the Green, Lexington 1974 228 196,560 862
Doral, Louisville 1972 228 293,106 1,286
Mallgate, Louisville 1969 540 535,444 992
Patchen Oaks, Lexington 1990 192 161,760 843
River Oak, Louisville 1989 268 200,056 746
Sonnet Cove I-II, Lexington (2 properties) 1972-1974 331 346,675 1,047
MAINE
Coach Lantern, Scarborough 1971/1981 90 97,700 1,086
Foxcroft, Scarborough 1977/1979 104 98,800 950
Junipers of Yarmouth, Yarmouth 1970 225 188,000 836
Tamarlane, Portland 1986 115 101,801 885
Yarmouth Woods, Yarmouth 1972/1978 138 137,800 999
MARYLAND
Brookside II (MD), Frederick 1979 204 183,920 902
Canterbury, Germantown (1) 1986 544 481,083 884
Clary's Crossing, Columbia 1984 198 185,718 938
Georgian Woods I, Wheaton 1967 97 111,385 1,148
Georgian Woods II, Wheaton (1) 1968 371 305,693 824
Georgian Woods III, Wheaton 1968 102 89,500 877
Greenwich Woods & Hollyview, Silver Springs (6) (2 properties) 1965-1967 606 546,518 902
Marymont, Laurel 1987-88 308 251,264 816
Northhampton I & II, Largo (1) (2 properties) 1977-1988 620 564,399 910
Oak Mill II, Germantown (1) 1985 192 165,611 863
Overlook Manor I, II & III, Frederick (9) (3 properties) 1980/1985/1986 354 324,420 916
<CAPTION>
Occupancy December, 1998
As of Avg. Monthly
December Rental Rate Per
-------------------------------------
Property 31, 1998 Unit Square Foot
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
IOWA
3000 Grand, Des Moines 95.1% $ 834 $0.78
Regency Woods, West Des Moines (1) 100.0% $ 589 $0.71
KANSAS
Cedar Crest, Overland Park (1) 96.6% $ 650 $0.70
Concorde Bridge, Overland Park 92.3% $ 838 $0.51
Essex Place, Overland Park 95.2% $ 806 $0.66
Rosehill Pointe, Lenexa (1) 95.6% $ 627 $0.68
Silverwood, Mission (1) 96.4% $ 649 $0.77
Sunnyoak Village, Overland Park (1) 96.1% $ 623 $0.69
KENTUCKY
Breckinridge Court, Lexington (1) 92.7% $ 516 $0.71
Cloisters on the Green, Lexington 89.9% $ 575 $0.67
Doral, Louisville 92.5% $ 627 $0.49
Mallgate, Louisville 93.7% $ 564 $0.57
Patchen Oaks, Lexington 93.7% $ 579 $0.69
River Oak, Louisville 95.1% $ 574 $0.77
Sonnet Cove I-II, Lexington (2 properties) 93.4% $ 620 $0.59
MAINE
Coach Lantern, Scarborough 92.2% $ 763 $0.70
Foxcroft, Scarborough 96.2% $ 714 $0.75
Junipers of Yarmouth, Yarmouth 98.7% $ 697 $0.83
Tamarlane, Portland 95.7% $ 772 $0.87
Yarmouth Woods, Yarmouth 93.5% $ 682 $0.68
MARYLAND
Brookside II (MD), Frederick 95.6% $ 614 $0.68
Canterbury, Germantown (1) 95.8% $ 747 $0.84
Clary's Crossing, Columbia 90.9% $ 862 $0.92
Georgian Woods I, Wheaton 95.9% $1,024 $0.89
Georgian Woods II, Wheaton (1) 95.1% $ 781 $0.95
Georgian Woods III, Wheaton 91.2% $ 807 $0.92
Greenwich Woods & Hollyview, Silver Springs (6) (2 properties) 95.5% $ 826 $0.92
Marymont, Laurel 94.1% $ 785 $0.96
Northhampton I & II, Largo (1) (2 properties) 97.9% $ 814 $0.89
Oak Mill II, Germantown (1) 96.4% $ 752 $0.87
Overlook Manor I, II & III, Frederick (9) (3 properties) 97.2% $ 644 $0.70
</TABLE>
38
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Average Occupancy December, 1998
Square As of Avg. Monthly
Year(s) Square Footage December Rental Rate Per
-------------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Scarborough Square, Rockville (1) 1967 121 154,624 1,278 100.0% $1,145 $0.90
Town Centre III & IV, Laurel (1) (2 properties) 1968-1969 562 553,083 984 94.5% $ 724 $0.74
Yorktowne at Olde Mill, Millersville 1974 216 195,100 903 94.4% $ 698 $0.77
MASSACHUSETTS
Arboretum, Canton 1989 156 139,944 897 98.7% $1,059 $1.18
Crystal Village, Attleboro 1974 91 92,880 1,021 89.0% $ 957 $0.94
Emerson Place Combined, Boston 1962 462 445,830 965 98.5% $1,485 $1.54
Hall Place, Quincy 1988 90 77,490 861 100.0% $1,098 $1.28
Lincoln Heights, Quincy (1) 1991 336 266,590 793 98.2% $1,194 $1.50
Mill Village, Randolph 1971-77 310 237,755 767 95.1% $ 848 $1.11
Tyrone Gardens, Randolph 1961/1965 165 122,717 744 97.6% $ 817 $1.10
MICHIGAN
Arbor Glen, Pittsfield Township 1990 220 195,996 891 96.3% $ 711 $0.80
Burwick Farms, Howell 1991 264 274,540 1,040 95.4% $ 817 $0.79
Country Ridge, Farmington Hills 1986 252 278,060 1,103 97.6% $ 841 $0.76
Hidden Valley, Ann Arbor 1973 324 237,348 733 97.5% $ 723 $0.99
Lake in the Woods, Ypsilanti 1969 1,028 971,873 945 95.2% $ 747 $0.79
Parkcrest, Southfield (1) 1987 210 252,980 1,205 95.7% $ 831 $0.69
Pines of Cloverlane, Pittsfield Township 1975-79 582 471,966 811 92.6% $ 645 $0.80
Townhomes of Meadowbrook, Auburn Hills (1) 1988 230 254,775 1,108 97.8% $ 747 $0.67
Walden Wood, Southfield (1) 1972 210 295,080 1,405 100.0% $ 908 $0.65
Woodcrest Villa, Westland 1970 458 425,200 928 96.3% $ 624 $0.67
Woodland Meadows, Ann Arbor 1987-1989 306 392,930 1,284 94.8% $1,089 $0.85
MINNESOTA
740 River Drive, St. Paul (1) 1962 162 190,388 1,175 96.9% $1,218 $1.04
Cityscape, South Louis Park 1990 156 162,304 1,040 96.2% $ 985 $0.95
Coachman Trails, Plymouth (1) 1987 154 167,140 1,085 97.4% $ 908 $0.84
Fernbrook Townhomes, Plymouth (1) 1993 72 86,400 1,200 94.4% $ 986 $0.82
Fountain Place I, Eden Prairie (1) 1989 332 382,170 1,151 97.3% $ 856 $0.74
Fountain Place II, Eden Prairie (1) 1989 158 162,598 1,029 96.8% $ 847 $0.82
The Gates at Carlson, Minnetonka (1) (7) 1989 435 396,300 911 97.0% $ 888 $0.97
Park Place I & II, Plymouth (1) 1986 500 569,768 1,140 98.6% $ 829 $0.73
Royal Oak, Eagan (1) 1989 231 209,384 906 98.3% $ 812 $0.90
Summer Creek, Plymouth (1) 1985 72 68,616 953 94.4% $ 986 $1.03
</TABLE>
39
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy
Average As of
Year(s) Square Square Footage December
Property Constructed Units Footage Per Unit 31, 1998
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Trailway Pond I, Burnsville (1) 1988 75 70,283 937 94.6%
Trailway Pond II, Burnsville (1) 1988 165 155,395 942 93.3%
Valley Creek I, Woodbury (1) 1989 225 212,100 943 97.3%
Valley Creek II, Woodbury (1) 1990 177 168,258 951 96.6%
White Bear Woods I, White Bear Lake (1) 1989 225 211,992 942 96.4%
Woodlands of Minnetonka, Minnetonka 1988 248 268,640 1,083 97.2%
Woodlane Place I, Woodbury (1) 1989 216 297,902 1,379 97.7%
Woodridge, Eagan (1) 1986 200 207,271 1,036 99.5%
MISSOURI
Ethan's Glen III, Kansas City (1) 1990 48 33,600 700 93.8%
Ethan's Ridge I, Kansas City (1) 1988 316 283,944 899 94.0%
Ethan's Ridge II, Kansas City (1) 1990 242 196,614 812 96.7%
Hunters Glen, Chesterfield 1985 192 156,489 815 93.2%
Hunters Ridge, St. Louis (1) 1987 198 178,448 901 93.4%
Sleepy Hollow, Kansas City (1) 1987 388 325,486 839 93.0%
South Pointe, St. Louis (1) 1986 192 155,520 810 97.4%
NEVADA
Catalina at South Shore, Las Vegas 1989 240 211,200 880 97.5%
Catalina Shores, Las Vegas (Wellsford) 1989 256 230,872 902 94.1%
Crossing at Green Valley, Las Vegas 1986 384 330,714 861 95.3%
Cypress Point, Las Vegas 1989 212 179,800 848 94.8%
Desert Park, Las Vegas 1987 368 172,513 469 95.9%
Fountains at Flamingo, Las Vegas 1989-91 521 417,870 802 92.9%
Grandview I & II, Las Vegas 1980 456 313,400 687 93.4%
Reflections at the Lakes, Las Vegas 1989 326 274,992 844 98.8%
Silver Shadow, Las Vegas 1992 200 194,656 973 97.0%
Sunrise Springs, Las Vegas 1989 192 164,424 856 93.8%
Trails, Las Vegas 1988 440 453,656 1,031 93.6%
NEW HAMPSHIRE
Wellington Hill, Manchester (1) 1987 390 394,627 1,012 96.9%
NEW JERSEY
Portside Towers Combined, Jersey City (1) 1992/1997 527 564,272 1,071 99.4%
Prospect Towers, Hackensack (1) 1995 157 208,603 1,329 98.1%
Ravens Crest, Plainsboro (1) 1984 704 583,176 828 95.2%
NEW MEXICO
Mountain Run, Albuquerque 1985 472 335,744 711 91.7%
<CAPTION>
December, 1998
Avg. Monthly
Rental Rate Per
------------------------------
Property Unit Square Foot
- ----------------------------------------------------------------------------
<S> <C> <C>
Trailway Pond I, Burnsville (1) $ 768 $0.82
Trailway Pond II, Burnsville (1) $ 769 $0.82
Valley Creek I, Woodbury (1) $ 786 $0.83
Valley Creek II, Woodbury (1) $ 792 $0.83
White Bear Woods I, White Bear Lake (1) $ 783 $0.83
Woodlands of Minnetonka, Minnetonka $ 906 $0.84
Woodlane Place I, Woodbury (1) $ 995 $0.72
Woodridge, Eagan (1) $ 786 $0.76
MISSOURI
Ethan's Glen III, Kansas City (1) $ 521 $0.74
Ethan's Ridge I, Kansas City (1) $ 592 $0.66
Ethan's Ridge II, Kansas City (1) $ 580 $0.71
Hunters Glen, Chesterfield $ 680 $0.83
Hunters Ridge, St. Louis (1) $ 651 $0.72
Sleepy Hollow, Kansas City (1) $ 562 $0.67
South Pointe, St. Louis (1) $ 626 $0.77
NEVADA
Catalina at South Shore, Las Vegas $ 713 $0.81
Catalina Shores, Las Vegas (Wellsford) $ 649 $0.72
Crossing at Green Valley, Las Vegas $ 644 $0.75
Cypress Point, Las Vegas $ 675 $0.80
Desert Park, Las Vegas $ 513 $1.09
Fountains at Flamingo, Las Vegas $ 686 $0.86
Grandview I & II, Las Vegas $ 574 $0.84
Reflections at the Lakes, Las Vegas $ 674 $0.80
Silver Shadow, Las Vegas $ 700 $0.72
Sunrise Springs, Las Vegas $ 686 $0.80
Trails, Las Vegas $ 760 $0.74
NEW HAMPSHIRE
Wellington Hill, Manchester (1) $ 796 $0.79
NEW JERSEY
Portside Towers Combined, Jersey City (1) $1,852 $1.73
Prospect Towers, Hackensack (1) $1,902 $1.43
Ravens Crest, Plainsboro (1) $ 905 $1.09
NEW MEXICO
Mountain Run, Albuquerque $ 549 $0.77
</TABLE>
40
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
-------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Pueblo Villas, Albuquerque 1975 232 173,118 746 90.9% $542 $0.73
NORTH CAROLINA
Adams Farm I & II, Greensboro 1987 500 520,220 1,040 92.0% $704 $0.68
Bainbridge, Durham 1984 216 191,240 885 95.8% $703 $0.79
Berkshire Place, Charlotte 1982 240 211,664 882 93.3% $645 $0.73
Bridgeport, Raleigh 1990 276 252,190 914 94.1% $742 $0.81
Chatham Woods, High Point 1986 208 168,688 811 99.0% $569 $0.70
Creekwood, Charlotte 1987-1990 384 322,868 841 92.8% $625 $0.74
Cross Creek, Charlotte (1) 1989 420 412,020 981 91.6% $651 $0.66
Deerwood Meadows, Greensboro 1986 297 217,757 733 92.2% $575 $0.78
Duraleigh Woods, Raleigh 1987 362 283,856 784 96.9% $641 $0.82
East Pointe, Charlotte (1) 1987 310 301,560 973 94.5% $657 $0.68
English Hills, Charlotte 1984 280 193,100 690 92.5% $570 $0.83
Hidden Oaks & Northwoods Village, Cary (5) 1986-1988 444 345,358 778 91.9% $663 $0.85
Hunt Club, Charlotte 1990 300 267,192 891 96.7% $674 $0.76
Kimmerly Glen, Charlotte 1986 260 195,000 750 93.8% $582 $0.78
Lake Point, Charlotte 1984 296 271,700 918 97.0% $614 $0.67
Laurel Ridge, Chapel Hill 1975 160 158,964 994 98.0% $764 $0.77
Madison at Bridford Lake I, Greensboro 1998 320 353,783 1,106 72.4% $822 $0.74
McAlpine Ridge, Charlotte 1989-90 320 238,125 744 94.4% $604 $0.81
Misty Woods, Cary 1984 360 275,716 766 95.3% $615 $0.80
Pine Meadow, Greensboro (1) 1974 204 226,600 1,111 91.2% $614 $0.55
Rock Creek, Corrboro 1986 188 153,548 817 92.6% $710 $0.87
Sailboat Bay, Raleigh 1986 192 123,004 641 97.4% $573 $0.89
Sommerset Place, Raleigh 1983 144 112,248 780 97.2% $637 $0.82
Steeplechase, Charlotte 1986 247 178,851 724 96.8% $572 $0.79
The Atrium, Durham 1989 208 196,596 945 95.2% $673 $0.71
The Cardinal, Greensboro (1) 1994 256 237,727 929 97.3% $595 $0.64
The Cedars, Charlotte 1983 360 312,400 868 92.2% $621 $0.72
The Chimneys, Charlotte 1974 214 150,152 702 98.6% $533 $0.76
The Oaks, Charlotte 1996 318 280,948 883 97.8% $741 $0.84
The Pointe, Charlotte 1996 340 300,582 884 94.4% $753 $0.85
The Regency, Charlotte 1986 178 178,276 1,002 92.7% $749 $0.75
</TABLE>
41
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
---------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Timber Hollow, Chapel Hill 1986 198 145,478 735 96.5% $685 $0.93
Willow Brook, Durham 1986 176 139,860 795 88.1% $701 $0.88
Winterwood, Charlotte (1) 1986 384 369,260 962 94.8% $682 $0.71
Woodbridge, Cary (1) 1993-95 344 315,624 918 90.4% $745 $0.81
Woodscape & Woods of North Bend, Raleigh 1979-1983 475 430,167 906 96.0% $654 $0.72
OHIO
Olentangy, Columbus 1972 827 981,190 1,186 98.4% $797 $0.67
Orchard of Landen, Maineville (1) 1985-1988 312 288,514 925 92.3% $712 $0.77
Reserve Square, Cleveland 1973 765 631,803 826 84.1% $932 $1.13
University Park, Toledo 1965 99 49,950 505 96.9% $440 $0.87
Village of Hampshire Heights, Toledo 1950 304 187,624 617 96.0% $422 $0.68
OKLAHOMA
Brittany Square, Tulsa 1982 212 170,516 804 98.1% $548 $0.68
Huntington Hollow, Tulsa 1981 288 180,648 627 98.6% $399 $0.64
Lincoln Oaks, Tulsa 1991 300 216,368 721 99.7% $575 $0.80
One Eton Square, Tulsa 1985 448 313,904 701 97.5% $557 $0.79
Riverside Park, Tulsa (1) 1994 288 237,283 824 98.6% $615 $0.75
Silver Springs & Woodland Oaks, Tulsa 1983-1984 428 323,977 757 99.1% $526 $0.69
The Lodge, Tulsa 1979 208 152,240 732 97.6% $453 $0.62
OREGON
Bridgecreek, Wilsonville 1987 315 274,236 871 95.5% $673 $0.77
Club at Tanasbourne, Hillsboro 1990 352 302,902 861 95.1% $693 $0.81
Club at the Green, Beaverton 1991 254 238,850 940 94.2% $699 $0.74
Country Gables, Beaverton (1) 1991 288 275,463 956 93.4% $735 $0.77
Kempton Downs, Gresham 1990 278 277,536 998 92.4% $718 $0.72
Boulder Creek, Wilsonville 1991 296 251,627 850 95.6% $650 $0.76
Meadowcreek, Tigard (1) 1985 304 247,690 815 95.4% $664 $0.81
Portland Center, Portland (1) 1965 525 429,371 818 79.3% $925 $1.13
Tanasbourne Terrace, Hillsboro 1986-89 373 363,758 975 94.6% $733 $0.75
Tanglewood, Lake Oswego 1976 158 200,660 1,270 96.2% $836 $0.66
Watermark Square, Portland (1) 1990 390 350,945 900 90.2% $655 $0.73
Woodcreek, Beaverton (1) 1982-84 440 335,120 762 95.7% $609 $0.80
SOUTH CAROLINA
Carolina Crossing, Greenville 1967 156 121,200 777 92.3% $451 $0.58
</TABLE>
42
<PAGE>
Item 2. Properties
PROPERTIES- Continued
<TABLE>
<CAPTION>
Occupancy
Average As of
Year(s) Square Square Footage December
Property Constructed Units Footage Per Unit 31, 1998
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gleneagle, Greenville 1990 192 177,264 923 95.3%
Greyeagle, Greenville 1991 156 154,624 991 97.4%
Haywood Pointe, Greenville 1985 216 183,136 848 94.9%
Hickory Ridge, Greenville 1968 90 72,392 804 97.8%
Hollows, Columbia 1987 212 161,636 762 95.3%
Mallard Cove, Greenville 1983 211 264,187 1,252 91.9%
Tamarind at Stoneridge, Columbia 1985 240 200,976 837 92.9%
TENNESSEE
Arbors at Century Center 1988/1990 420 386,912 921 96.7%
Arbors of Brentwood, Nashville (1) 1986-87 346 320,993 928 93.0%
Arbors of Hickory Hollow, Nashville (1) 1986 336 337,260 1,004 96.7%
Brixworth, Nashville 1985 216 144,912 671 93.5%
Cambridge at Hickory Hollow, Nashville 1997 360 358,776 997 95.8%
Canterchase, Nashville (1) 1985 235 170,140 724 90.6%
Cherry Creek I & II, Hermitage 1986/96 407 393,100 966 95.1%
Farmington Gates, Germantown 1976 182 192,428 1,057 96.2%
Preakness, Antioch (1) 1986 260 193,500 744 98.5%
Ridgeway Commons, Memphis 1970 127 168,650 1,328 95.3%
Spinnaker Cove, Nashville (1) 1986 278 238,524 858 93.9%
The Landings, Memphis 1986 292 229,376 786 93.8%
The Willows, Knoxville (1) 1987-1988 250 219,760 879 94.4%
Trinity Lakes & Autumn Creek, Cordova (1) (2 properties) 1985-1991 540 484,374 897 91.6%
Village of Sycamore Ridge, Memphis 1977 114 148,560 1,303 95.6%
Waterford Place, Nashville 1994 180 184,850 1,027 95.5%
Wyndridge II & III, Memphis (1) 1988 568 527,924 929 92.4%
TEXAS
7979 Westheimer, Houston 1973 459 401,571 875 97.8%
Altamonte, San Antonio (1) 1985 432 322,928 748 96.7%
Arbors of Las Colinas, Irving 1985 408 334,556 820 97.8%
Balcones Club, Austin 1984 312 262,940 843 98.4%
Blue Swan, San Antonio (1) 1985-1994 285 226,036 793 94.4%
Breton Mill, Houston (1) 1986 392 294,152 750 96.9%
Broadway, Garland (1) 1983 288 227,032 788 93.0%
Burn Brae, Dallas 1984 282 221,966 787 96.8%
<CAPTION>
December, 1998
Avg. Monthly
Rental Rate Per
------------------------------------
Property Unit Square Foot
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Gleneagle, Greenville $544 $0.59
Greyeagle, Greenville $569 $0.57
Haywood Pointe, Greenville $570 $0.67
Hickory Ridge, Greenville $456 $0.57
Hollows, Columbia $536 $0.70
Mallard Cove, Greenville $611 $0.49
Tamarind at Stoneridge, Columbia $576 $0.69
TENNESSEE
Arbors at Century Center $586 $0.64
Arbors of Brentwood, Nashville (1) $679 $0.73
Arbors of Hickory Hollow, Nashville (1) $619 $0.62
Brixworth, Nashville $732 $1.09
Cambridge at Hickory Hollow, Nashville $667 $0.67
Canterchase, Nashville (1) $555 $0.77
Cherry Creek I & II, Hermitage $773 $0.80
Farmington Gates, Germantown $692 $0.65
Preakness, Antioch (1) $534 $0.72
Ridgeway Commons, Memphis $694 $0.52
Spinnaker Cove, Nashville (1) $664 $0.77
The Landings, Memphis $586 $0.75
The Willows, Knoxville (1) $619 $0.70
Trinity Lakes & Autumn Creek, Cordova (1) (2 properties) $610 $0.68
Village of Sycamore Ridge, Memphis $694 $0.53
Waterford Place, Nashville $770 $0.75
Wyndridge II & III, Memphis (1) $618 $0.66
TEXAS
7979 Westheimer, Houston $671 $0.77
Altamonte, San Antonio (1) $542 $0.73
Arbors of Las Colinas, Irving $706 $0.86
Balcones Club, Austin $650 $0.77
Blue Swan, San Antonio (1) $551 $0.69
Breton Mill, Houston (1) $584 $0.78
Broadway, Garland (1) $531 $0.67
Burn Brae, Dallas $576 $0.73
</TABLE>
43
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy Dcember, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
----------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Calais, Dallas 1986 264 206,210 781 98.5% $ 602 $0.77
Cambridge Village, Lewisville 1987 200 160,036 800 98.5% $ 678 $0.85
Cedar Ridge, Arlington (1) 1980 121 127,808 1,056 98.3% $ 715 $0.68
Celebration at Westchase, Houston 1979 367 305,609 833 98.4% $ 584 $0.70
Champion Oaks, Houston (1) 1984 252 190,628 756 96.4% $ 587 $0.78
Chartwell Court, Houston 1995 243 253,553 1,043 95.1% $ 822 $0.79
Copper Hill, Bedford 1983 204 155,764 764 95.1% $ 552 $0.72
Copperfield, San Antonio 1984 258 197,736 766 97.7% $ 522 $0.68
Countryside, San Antonio 1980 220 159,214 724 95.4% $ 491 $0.68
Coventry at City View, Fort Worth 1996 360 351,921 978 95.5% $ 832 $0.85
Creekside Homes at Legacy, Plano 1998 380 375,245 987 93.9% $1,028 $1.04
Dawntree, Carrollton 1982 400 370,152 925 96.2% $ 623 $0.67
Estate on Quarry Lake, Austin (1) 1995 302 269,889 894 96.0% $ 812 $0.91
Farnham Park, Houston (1) 1996 216 226,260 1,048 97.7% $ 933 $0.89
Fielder Crossing, Arlington (1) 1980 119 103,293 868 95.8% $ 626 $0.72
Forest Ridge, Arlington 1984-85 660 555,364 841 96.1% $ 633 $0.75
Forest Valley, San Antonio 1983 185 149,493 808 96.8% $ 548 $0.68
Fountainhead I-III, San Antonio (1) 1985-87 688 457,616 665 95.5% $ 529 $0.80
Foxchase, Grand Prairie 1983 260 243,218 935 95.0% $ 616 $0.66
Hampton Green, San Antonio 1979 293 222,341 759 92.8% $ 488 $0.64
Harbour Landing, Corpus Christi 1985 284 193,288 681 96.5% $ 555 $0.82
Hearthstone, San Antonio 1982 252 167,464 665 99.6% $ 443 $0.67
Hidden Lakes, Haltom City 1996 312 289,620 928 92.0% $ 763 $0.82
Hunter's Green, Fort Worth (1) 1981 248 188,720 761 96.4% $ 516 $0.68
Jefferson at Walnut Creek, Austin (1) 1994 342 286,188 837 95.3% $ 764 $0.91
Keystone, Austin (1) 1981 166 111,440 671 99.4% $ 579 $0.86
Kingswood Manor, San Antonio 1983 129 109,996 853 86.0% $ 521 $0.61
Kirby Place, Houston (1) 1994 362 359,931 994 98.9% $1,063 $1.07
La Tour Fontaine, Houston (1) 1994 162 170,334 1,051 96.9% $1,181 $1.12
Lakeshore at Preston, Plano (1) 1992 302 253,690 840 99.0% $ 745 $0.89
Lakewood Greens, Dallas (1) 1986 252 186,252 739 96.4% $ 605 $0.82
Lakewood Oaks, Dallas 1987 352 257,606 732 95.7% $ 715 $0.98
</TABLE>
44
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION> Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
----------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Landera, San Antonio 1983 184 168,176 914 93.5% $575 $0.63
Lincoln Green I-III, San Antonio 1984-86 680 465,664 685 96.8% $491 $0.72
Madison at Cedar Springs, Dallas 1995 380 334,474 880 92.9% $936 $1.06
Madison at Chase Oaks, Plano 1995 470 420,734 895 93.8% $784 $0.88
Madison at Round Grove, Lewisville 1995 404 358,774 888 94.0% $783 $0.88
Madison at Stone Creek, Austin 1995 390 336,094 862 95.9% $756 $0.88
Madison at the Arboretum, Austin 1995 161 150,836 937 96.9% $832 $0.89
Madison on Melrose, Richardson 1995 200 189,478 947 94.5% $897 $0.95
Madison on the Parkway, Dallas 1995 376 339,796 904 94.4% $822 $0.91
Northgate Village, San Antonio 1984 264 214,928 814 95.8% $519 $0.64
Palms at South Shore, League City 1990 240 190,872 795 91.6% $756 $0.95
Parc Royale, Houston (1) 1994 171 166,859 976 98.2% $986 $1.01
Park Place, Houston (1) 1996 229 206,918 904 95.6% $781 $0.86
Parkridge Place, Irving 1985 536 455,496 850 97.6% $684 $0.80
Parkwest, Austin 1985 196 179,046 914 94.4% $752 $0.82
Plantation, Houston 1969 232 214,432 924 96.0% $721 $0.78
Pleasant Ridge, Arlington (1) 1982 63 57,600 914 96.8% $636 $0.70
Prairie Creek I , Richardson 1998 236 237,002 1,004 93.2% $924 $0.92
Preston Bend, Dallas (1) 1986 255 185,364 727 96.9% $635 $0.87
Preston in Willow Bend, Plano 1985 229 233,893 1,021 93.4% $781 $0.76
Ranchstone, Houston 1996 220 193,088 878 94.5% $773 $0.88
Regatta, San Antonio 1983 200 171,634 858 96.5% $581 $0.68
Richmond Townhomes, Houston (1) 1995 188 183,883 978 96.3% $920 $0.94
Ridgetree, Dallas 1983 798 597,642 749 93.7% $547 $0.73
Rincon, Houston 1996 288 240,787 836 95.1% $954 $1.14
River Hill, Grand Prairie 1996 334 297,214 890 91.5% $779 $0.88
River Park, Fort Worth (1) 1984 280 219,660 785 95.0% $550 $0.70
Rolido Parque, Houston (1) 1978 369 262,930 713 97.8% $521 $0.73
Saddle Creek, Carrollton 1980 238 244,488 1,027 96.2% $703 $0.68
Sandstone, Euless (1) 1988 40 38,236 956 95.0% $747 $0.78
Sedona Springs, Austin 1995 396 389,138 983 97.3% $844 $0.86
Songbird, San Antonio (1) 1981 262 277,720 1,060 96.9% $640 $0.60
Sutton Place, Dallas 1985 456 301,440 661 95.8% $617 $0.93
</TABLE>
45
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square are Footage December Rental Rate Per
---------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
The Lodge, San Antonio 1979 384 259,512 676 99.0% $ 505 $0.75
The Overlook, San Antonio 1985 411 298,133 725 97.2% $ 466 $0.64
The Trails, Arlington 1984 208 141,696 681 94.7% $ 537 $0.79
Town Center, Kingwood 1994 258 220,630 855 95.3% $ 777 $0.91
Trails at Briar Forest, Houston (1) 1990 476 426,724 896 95.6% $ 692 $0.77
Trails at Dominion, Houston (1) 1992-1995 843 766,592 909 95.7% $ 711 $0.78
Trails End, San Antonio 1983 308 202,376 657 92.9% $ 475 $0.72
Trails of Valley Ranch, Irving 1986 216 174,365 807 96.3% $ 727 $0.90
Village Oaks, Austin (1) 1984 280 199,152 711 97.5% $ 703 $0.99
Villas at Josey Ranch, Carrollton (1) 1986 198 168,020 849 97.0% $ 692 $0.82
Villas of Oak Creste, San Antonio 1979 280 208,446 744 97.5% $ 474 $0.64
Vista Pointe, Irving 1996 231 237,985 1,030 94.8% $1,001 $0.97
Walker's Mark, Dallas 1982 164 133,448 814 96.3% $ 644 $0.79
Waterford, San Antonio 1983 133 87,376 657 93.2% $ 502 $0.76
Wimberly, Dallas 1996 372 340,987 917 93.5% $ 840 $0.92
Wimbledon Oaks, Arlington (1) 1985 248 189,960 766 96.0% $ 578 $0.75
Woodmoor, Austin 1981 208 151,348 728 96.8% $ 603 $0.83
UTAH
Brookfield, Salt Lake City 1985 128 101,424 792 93.7% $ 613 $0.77
Quail Cove, Salt Lake City 1987 420 362,580 863 89.7% $ 583 $0.68
Settlers Point, Salt Lake City 1986 288 263,040 913 93.7% $ 613 $0.67
Springs of Country Woods, Salt Lake City 1982 590 486,648 825 94.7% $ 628 $0.76
VIRGINIA
Amberton, Manassas (1) 1986 190 143,402 755 96.3% $ 736 $0.98
Brookridge, Centreville (1) 1989 252 252,353 1,001 98.8% $ 864 $0.86
Carriage Homes at Wyndham, Glen Allen 1998 264 309,351 1,172 61.7% $1,061 $0.91
Cascade at Landmark, Alexandria 1990 277 272,720 985 95.3% $ 983 $1.00
Champions Club, Glen Allen 1988 212 164,580 776 97.2% $ 641 $0.83
Hickory Creek, Richmond 1984 294 250,068 851 96.5% $ 669 $0.79
Kingsport, Alexandria 1985 416 285,793 687 97.8% $ 712 $1.04
Park West End, Richmond (1) 1985 312 224,768 720 96.5% $ 591 $0.82
Saddle Ridge, Ashburn 1989 216 194,142 899 97.7% $ 894 $0.99
Sheffield Court, Arlington 1986 597 356,822 598 96.5% $ 872 $1.46
</TABLE>
46
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
-------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Tanglewood, Manassas (1) 1987 432 388,704 900 94.0% $751 $0.83
Wilde Lake, Richmond (1) 1989 189 172,980 915 97.9% $697 $0.76
Woodside, Lorton 1987 252 231,781 920 92.9% $825 $0.90
WASHINGTON
2300 Elliott, Seattle 1992 91 67,403 741 95.6% $938 $1.27
2900 on First, Seattle 1989-91 135 87,320 647 93.2% $915 $1.41
Alderwood Park, Lynnwood (1) 1982 188 143,696 764 96.8% $715 $0.94
Bellevue Meadows, Bellevue 1983 180 144,208 801 93.9% $891 $1.11
Brentwood, Vancouver 1990 296 286,132 967 89.2% $681 $0.70
Chandler's Bay I, Kent 1989 293 278,874 952 93.5% $784 $0.82
Charter Club, Everett 1991 201 172,773 860 97.5% $779 $0.91
Chelsea Square, Redmond 1991 113 107,912 955 96.5% $979 $1.03
Cherry Hill, Seattle 1991 108 101,390 939 99.1% $860 $0.92
Chestnut Hills, Tacoma 1991 157 143,236 912 91.1% $650 $0.71
Country Club Village, Seattle 1991 151 157,898 1,046 93.6% $922 $0.88
Creekside, Mountlake Terrace (1) 1987 512 407,296 796 94.1% $751 $0.94
Eagle Rim, Redmond 1986-88 156 137,920 884 94.9% $858 $0.97
Edgewood, Woodinville (1) 1986 203 166,299 819 96.1% $785 $0.96
Firdale Village, Seattle 1986 386 323,522 838 96.6% $772 $0.92
Fox Run, Federal Way 1988 143 127,960 895 98.6% $700 $0.78
Gates of Redmond I & II,
Redmond (1) (2 properties) 1979-1989 280 249,728 892 95.7% $936 $1.05
Highland Creste, Seattle 1989 198 192,556 973 95.7% $682 $0.70
Huntington Park, Everett 1991 381 307,793 808 95.5% $743 $0.92
Indigo Springs, Kent (1) 1991 278 255,360 919 92.8% $767 $0.84
James Street Crossing, Kent (1) 1989 300 250,368 835 96.0% $726 $0.87
Martha Lake, Seattle 1991 155 135,662 875 97.6% $742 $0.85
Merrill Creek, Tacoma 1994 149 138,867 932 94.0% $681 $0.73
Metropolitan Park, Seattle 1991 82 49,702 606 98.8% $850 $1.40
Newport Heights, Seattle 1985 80 59,056 738 92.5% $760 $1.03
North Creek Heights, Seattle 1990 114 104,306 915 95.6% $854 $0.93
North Creek, Everett (1) 1986 264 227,568 862 99.2% $689 $0.80
Olde Redmond Place, Redmond (1) 1986 192 160,632 837 95.8% $898 $1.07
Orchard Ridge, Lynnwood 1988 104 86,548 832 98.1% $741 $0.89
</TABLE>
47
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Square Square Footage December Rental Rates Per
-----------------------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Panther Ridge, Seattle 1980 260 221,000 850 95.3% $616 $0.72
Plum Tree Park, Seattle 1991 196 174,310 889 98.0% $782 $0.88
Pointe East, Redmond 1988 76 83,280 1,096 97.4% $1,102 $1.01
Ridgegate, Seattle 1990 153 141,594 925 97.5% $764 $0.83
Seventh and James, Seattle 1992 96 61,282 638 96.9% $866 $1.36
Stoney Creek, Tacoma 1990 231 211,580 916 95.7% $669 $0.73
Summit at Lake Union 1995-1997 150 109,352 729 91.1% $997 $1.37
Surprise Lake Village, Tacoma 1986 338 328,032 971 95.0% $725 $0.75
Surry Downs, Bellevue 1986 122 94,360 773 97.7% $864 $1.12
The Hamptons, Tacoma (1) 1991 230 202,324 880 95.6% $667 $0.76
The Ridgetop, Tacoma 1988 221 197,250 893 93.0% $642 $0.72
The Village at Seeley Lake, Tacoma 1990 522 469,180 899 90.8% $675 $0.75
Village of Newport, Federal Way 1987 100 76,890 769 98.0% $651 $0.85
Waterford at the Lakes, Kent 1990 344 313,514 911 92.1% $767 $0.84
Waterstone Place, Federal Way 1990 750 616,436 822 94.9% $653 $0.79
Wellington, Silverdale (1) 1990 240 214,024 892 93.8% $640 $0.72
Westridge, Tacoma 1987-1991 714 686,675 962 93.3% $694 $0.72
Woodlake, Kirkland (1) 1984 288 233,280 810 96.5% $798 $0.99
WISCONSIN
Harbor Pointe, Milwaukee (1) 1970/1990 595 537,068 903 91.7% $644 $0.71
Plum Tree I, II & III, Hales
Corner (1) (7) 1987-1989 332 355,074 1,070 95.5% $867 $0.87
Greenfield (1) (7) 1991 206 219,932 1,068 97.6% $851 $0.80
Brookfield (1) (7) 1990 148 185,320 1,252 95.9% $1,171 $0.94
------------------------------------------------------------------------------------
TOTAL PROPERTIES: 184,895 166,096,925
------------------------------------------------------------------------------------
AVERAGE: 285 256,322 898 95% $739 $0.82
====================================================================================
</TABLE>
(1) Encumbered by a third party mortgage.
(2) Includes La Costa Brava (JAX) and Cedar Cove.
(3) Includes Fox Run, Greenwood Forest, Walnut Ridge, and Williamsburg.
(4) Includes Port Royale I, Port Royale II, and Port Royale III. Port Royale III
is encumbered by a third party mortgage.
(5) Northwoods Village is encumbered by a third party mortgage.
(6) Greenwich Woods is encumbered by a third party mortgage.
(7) As of 12/31/97, the Company had an investment in six mortgage loans
collateralized by these properties and they were include in
the Form 10-K as "Additional Properties".
On 4/1/98, the Company purchased these five properties and they are
therefore no longer considered "Additional Properties".
(8) Includes Paces Station and Paces on the Green.
(9) Overlook Manor II is encumbered by a third party mortgage.
48
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
DEVELOPMENT AND CONSTRUCTION ACTIVITY
The apartment communities under construction and/or in lease up are
listed below:
<TABLE>
<CAPTION>
Construction
Estimated Cost Funded at Actual Date of
Total Average Unit Construction 12/31/98 Construction
Name City Units Size (Sq. Ft.) Cost (Millions) (Millions)*** Commencement*
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ARIZONA
Montierra Scottsdale 249 1,052 $ 21 $ 20 3/97
The Retreat, Phase I Phoenix 240 973 $ 14 $ 30 1/97
The Retreat, Phase II Phoenix 240 973 $ 17 ** 9/97
GEORGIA
Merritt Lake (aka Satellite Place) Duluth 424 1,036 $ 35 $ 28 2/98
TENNESSEE
Cherry Creek III Hermitage 220 1,085 $ 16 $ 12 12/97
TEXAS
Prairie Creek II Richardson 228 994 $ 20 $ - 5/98
VIRGINIA
Madison at Spring Oak (10) Richmond 506 997 $ 48 $ 9 11/97
-------- -------------------------
TOTAL 2,107 $ 171 $ 99
======== =========================
<CAPTION>
Actual or
Estimated Estimated Date of
Commencement of Stabilized
Name City Lease-Up* Occupancy*
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ARIZONA
Montierra Scottsdale 6/98 4/99
The Retreat, Phase I Phoenix 7/97 3/99
The Retreat, Phase II Phoenix 3/98 3/99
GEORGIA
Merritt Lake (aka Satellite Place) Duluth 9/98 9/99
TENNESSEE
Cherry Creek III Hermitage 9/98 1/00
TEXAS
Prairie Creek II Richardson 1/99 9/99
VIRGINIA
Madison at Spring Oak (10) Richmond 1/00 3/02
</TABLE>
(10) Development of this project is currently on hold.
* The actual date of construction commencement represents the date the
Company began development of the first building/phase.
The actual or estimated commencement of lease-up represents the date the
Company began or estimates to begin lease-up of the first building/phase.
The estimated date of stabilized occupancy represents the date the Company
estimates to reach 93% physical occupancy for all buildings/phases or two
months after the certificate of occupancy is received on the final
building/phase.
** Combined with The Retreat, Phase I.
*** Amounts represent the total development cost to date at December 31, 1998.
of this amount, $29 million was funded by EWR prior to the EWR Merger (for
Montierra and The Retreat) and $42 million was funded by MRY prior to the
MRY Merger (for Merritt Lake, Cherry Creek III, Prairie Creek II and
Madison at Spring Oak).
49
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
ADDITIONAL PROPERTIES
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
-------------------------
Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CALIFORNIA
Brookside Place, Stockton (11) 1981 90 96,664 1,074 93% $ 752 $0.70
Canyon Creek, San Ramon (11) 1984 268 257,676 961 97% $1,197 $1.24
Cobblestone Village, Fresno (11) 1983 162 153,118 945 97% $ 584 $0.62
Country Oaks, Agoura (11) 1985 256 258,558 1,010 95% $1,329 $1.32
Edgewater, Bakersfield (11) 1984 258 240,322 931 93% $ 673 $0.72
Feather River, Stockton (11) 1981 128 97,328 760 96% $ 562 $0.74
Hidden Lake, Sacramento (11 1985 272 261,808 963 93% $ 738 $0.77
Lakeview, Lodi (11) 1983 138 136,972 993 98% $ 732 $0.74
Lantern Cove, Foster City (11) 1985 232 228,432 985 94% $1,723 $1.75
Schooner Bay I, Foster City (11) 1985 168 167,345 996 94% $1,847 $1.85
Schooner Bay II, Foster City (11) 1985 144 143,442 996 93% $1,830 $1.84
South Shore, Stockton (11) 1979 129 141,055 1,093 96% $ 803 $0.74
Waterfield Square I, Stockton (11) 1984 170 160,100 942 95% $ 604 $0.64
Waterfield Square II, Stockton (1) 1984 158 151,488 959 96% $ 622 $0.65
Willow Brook, Pleasant Hill (11) 1985 228 234,840 1,030 96% $1,360 $1.32
Willow Creek, Fresno (11) 1984 116 118,422 1,021 97% $ 671 $0.66
COLORADO
Deerfield, Denver (11) 1983 158 146,380 926 97% $ 745 $0.80
Foxridge, Englewood (11) 1984 300 292,992 977 96% $ 816 $0.84
GEORGIA
Woodcrest, Augusta (12) 1982 248 217,064 875 84% $ 586 $0.67
Hammoncks at Long Point,
Savannah (12) 1997 308 323,844 1,051 97% $ 824 $0.78
Huntington, Savannah (12) 1986 147 119,452 813 97% $ 564 $0.69
Magnolia Villas, Savannah (12) 1986 144 161,200 1,119 89% $ 640 $0.57
NEW MEXICO
Mesa Del Oso, Albuquerque (11) 1983 221 252,169 1,141 94% $ 865 $0.76
Tierra Antigua, Albuquerque (11) 1985 148 152,241 1,029 93% $ 728 $0.71
</TABLE>
50
<PAGE>
ITEM 2. PROPERTIES
PROPERTIES - CONTINUED
ADDITIONAL PROPERTIES
<TABLE>
<CAPTION>
Occupancy December, 1998
Average As of Avg. Monthly
Year(s) Square Square Footage December Rental Rate Per
-------------------------
Property Constructed Units Footage Per Unit 31, 1998 Unit Square Foot
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OKLAHOMA
Lakewood, Tulsa (11) 1985 152 157,372 1,035 99% $719 $0.69
SOUTH CAROLINA
Windsor Place, Goose Creek (12) 1984 224 213,440 953 98% $577 $0.61
Summit Place, North Charleston (12) 1985 226 201,818 893 98% $575 $0.64
--------------------------------------------------------------------------------
TOTAL ADDITIONAL PROPERTIES: 5,193 5,085,542
--------------------------------------------------------------------------------
AVERAGE: 192 188,353 979 95% $894 $0.91
================================================================================
</TABLE>
(11) All of these Additional Properties are encumbered by mortgages, of which
the Company has an investment in the second and third mortgages (which are
subordinate to first mortgages owned by third party unaffiliated entities).
(12) The Company has a 50% equity investment in each of these properties, but
receives preferential returns ranging from 9.50% to 10.25% until its investment
is recovered.
51
<PAGE>
PART I
ITEM 3. LEGAL PROCEEDINGS
Only ordinary routine litigation incidental to the business, which is not
deemed material, was initiated during the year ended December 31, 1998. As of
December 31, 1998, the Company does not believe there is any other litigation
threatened against the Company other than routine litigation arising out of the
ordinary course of business, some of which is expected to be covered by
liability insurance, none of which is expected to have a material adverse effect
on the consolidated financial statements of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 15, 1998, a special meeting of shareholders was held whereby the
shareholders were asked to approve the MRY Merger. Of the votes that were
collected, there were 72,608,401 votes for the MRY Merger, 1,198,684 votes
against the MRY Merger and 105,928 abstentions; and, therefore, the MRY Merger
was approved by the shareholders.
At this special meeting, a separate proposal was introduced whereby the
shareholders were asked to approve an increase in the Company's authorized
Common Shares. Of the votes that were collected, there were 81,986,055 votes
for the Common Share increase, 3,401,289 votes against the Common Share increase
and 123,729 abstentions; and, therefore, this increase was approved by the
shareholders.
52
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The following table sets forth, for the periods indicated, the high
and low sales prices for and the distributions paid on the Company's Common
Shares which trade on the New York Stock Exchange under the trading symbol EQR.
<TABLE>
<CAPTION>
Sales Price
--------------------
High Low Distributions
---- --- -------------
<S> <C> <C> <C>
Fiscal Year 1998
Fourth Quarter Ended December 31, 1998 $43 3/16 $38 7/8 $0.71
Third Quarter Ended September 30, 1998 $47 1/2 $34 11/16 $0.67
Second Quarter Ended June 30, 1998 $52 9/16 $44 1/2 $0.67
First Quarter Ended March 31, 1998 $52 7/16 $47 $0.67
<CAPTION>
Sales Price
--------------------
High Low Distributions
---- --- -------------
<S> <C> <C> <C>
Fiscal Year 1997
Fourth Quarter Ended December 31, 1997 $55 $47 3/8 $0.67
Third Quarter Ended September 30, 1997 $54 9/16 $47 1/8 $0.625
Second Quarter Ended June 30, 1997 $47 1/2 $41 1/4 $0.625
First Quarter Ended March 31, 1997 $48 7/8 $39 3/4 $0.625
</TABLE>
In addition, on February 24, 1999, the Company declared a $0.71
distribution per Common Share payable on April 9, 1999 to shareholders of record
on March 19, 1999.
The number of beneficial holders of Common Shares at December 31,
1998, were approximately 55,217. The number of outstanding Common Shares as of
December 31, 1998 was 118,230,009.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial and operating
information on a historical basis for the Company. The following information
should be read in conjunction with all of the financial statements and notes
thereto included elsewhere in this Form 10-K. The historical operating data for
the years ended December 31, 1995 and 1994 have been derived from the historical
Financial Statements of the Company audited by Grant Thornton L.L.P.,
independent accountants. The historical operating data for the years ended
December 31, 1998, 1997 and 1996 have been derived from the historical Financial
Statements of the Company audited by Ernst & Young LLP, independent auditors.
The net income per weighted average Common Share amounts have been presented
and, where appropriate, restated as required to comply with Statement of
Financial Accounting Standards No. 128, Earnings Per Share. For a further
discussion of net income per weighted average Common Share and the impact of
Statement No. 128, see Note 9 of Notes to the Consolidated Financial Statements
as included elsewhere in this Form 10-K. Certain capitalized terms as used
herein, are defined in the Notes to the Consolidated Financial Statements.
53
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED HISTORICAL FINANCIAL INFORMATION
(Financial information in thousands except for per share and property data)
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------
1998 1997 1996
----------------- ------------------ ----------------
<S> <C> <C> <C>
OPERATING DATA:
Total revenues $ 1,337,449 $ 747,321 $ 478,385
================= ================== ================
Income before gain on disposition of properties,
extraordinary items and allocation to Minority
Interests $ 255,032 $ 176,014 $ 97,033
================= ================== ================
Net income $ 258,206 $ 176,592 $ 101,624
================= ================== ================
Net income available to Common Shares $ 165,289 $ 117,580 $ 72,609
================= ================== ================
Net income per weighted average Common Share outstanding $ 1.65 $ 1.79 $ 1.70
================= ================== ================
Net income per weighted average Common Share outstanding -
assuming dilution $ 1.63 $ 1.76 $ 1.69
================= ================== ================
Weighted average Common Shares outstanding 100,370 65,729 42,586
================= ================== ================
Weighted average Common Shares outstanding-assuming dilution 112,578 74,281 51,102
================= ================== ================
Distributions declared per Common Share outstanding $ 2.72 $ 2.55 $ 2.40
================= ================== ================
BALANCE SHEET DATA (at end of period):
Real estate, before accumulated depreciation (1) $ 10,942,063 $ 7,121,435 $ 2,983,510
Real estate, after accumulated depreciation (1) $ 10,223,572 $ 6,676,673 $ 2,681,998
Total assets $ 10,700,260 $ 7,094,631 $ 2,986,127
Total debt $ 4,680,527 $ 2,948,323 $ 1,254,274
Minority Interests $ 431,374 $ 273,404 $ 150,637
Shareholders' equity $ 5,330,447 $ 3,689,991 $ 1,458,830
OTHER DATA:
Total properties (at end of period) (2) 654 463 218
Total apartment units (at end of period) (2) 187,002 135,200 67,705
Funds from operations available to Common Shares
and OP Units(3) $ 458,841 $ 270,763 $ 160,267
Cash flow provided by (used for):
Operating activities $ 533,163 $ 338,035 $ 210,930
Investing activities $ (1,047,376) $ (1,550,224) $ (635,655)
Financing activities $ 484,883 $ 1,098,213 $ 558,568
<CAPTION>
Year Ended December 31,
---------------------------------
1995 1994
---------------- ---------------
<S> <C> <C>
OPERATING DATA:
Total revenues $ 390,384 $ 231,034
================ ===============
Income before gain on disposition of properties,
extraordinary items and allocation to Minority
Interests $ 59,738 $ 45,988
================ ===============
Net income $ 67,719 $ 34,418
================ ===============
Net income available to Common Shares $ 57,610 $ 34,418
================ ===============
Net income per weighted average Common Share outstanding $ 1.68 $ 1.34
================ ===============
Net income per weighted average Common Share outstanding -
assuming dilution $ 1.67 $ 1.34
================ ===============
Weighted average Common Shares outstanding 34,358 25,621
================ ===============
Weighted average Common Shares outstanding-assuming dilution 43,983 34,206
================ ===============
Distributions declared per Common Share outstanding $ 2.18 $ 2.01
================ ===============
BALANCE SHEET DATA (at end of period):
Real estate, before accumulated depreciation (1) $ 2,188,939 $ 1,963,476
Real estate, after accumulated depreciation (1) $ 1,970,600 $ 1,770,735
Total assets $ 2,141,260 $ 1,847,685
Total debt $ 1,002,219 $ 994,746
Minority Interests $ 168,963 $ 177,438
Shareholders' equity $ 884,517 $ 609,936
OTHER DATA:
Total properties (at end of period) (2) 174 163
Total apartment units (at end of period) (2) 53,294 50,704
Funds from operations available to Common Shares
and OP Units(3) $ 120,965 $ 83,886
Cash flow provided by (used for):
Operating activities $ 141,534 $ 93,997
Investing activities $ (324,018) $ (896,515)
Financing activities $ 175,874 $ 808,495
</TABLE>
54
<PAGE>
PART II
ITEM 6. SELECTED FINANCIAL DATA (CONSOLIDATED HISTORICAL (CONTINUED))
(1) Includes approximately $96.3 million and $36 million of construction in
progress as of December 31, 1998 and 1997, respectively.
(2) In August 1995 the Company also made its $89 million mortgage note
investment collateralized by 21 of the Additional Properties. In April
1997, the Company made its $88 million mortgage note investment
collateralized by five of the Additional Properties. In 1998, these
properties were acquired and are no longer included as Additional
Properties, but now are included as Properties. In addition, in October
1998, the Company contributed six of the Additional Properties having a
value of $52.7 million to six respective joint ventures. These 27
Additional Properties consisted of 5,193 units at December 31, 1998. These
26 Additional Properties consisted of 5,267 units at December 31, 1997. The
Additional Properties are not included in these numbers.
(3) The Company generally considers FFO to be one measure of the performance of
real estate companies, including an equity REIT. The new definition of FFO
adopted in March 1995 by the Board of Governors of the National Association
of Real Estate Investment Trusts ("NAREIT") defines FFO as net income
(loss) (computed in accordance with generally accepted accounting
principles ("GAAP")), excluding gains (or losses) from debt restructuring
and sales of property, plus depreciation on real estate assets, and after
adjustments for unconsolidated partnerships and joint ventures. Adjustments
for unconsolidated partnerships and joint ventures are calculated to
reflect FFO on the same basis. The Company believes that FFO is helpful to
investors as a measure of the performance of an equity REIT because, along
with cash flows from operating activities, financing activities and
investing activities, it provides investors an understanding of the ability
of the Company to incur and service debt and to make capital expenditures.
FFO, in and of itself, does not represent cash generated from operating
activities in accordance with GAAP and therefore should not be considered
an alternative to net income as an indication of the Company's performance
or to net cash flows from operating activities as determined by GAAP as a
measure of liquidity and is not necessarily indicative of cash available to
fund cash needs. The Company's calculation of FFO represents net income
available to Common Shares, excluding gains on dispositions of properties,
gains on early extinguishment of debt, and write-off of unamortized costs
on refinanced debt, plus depreciation on real estate assets, income
allocated to Minority Interests and amortization of deferred financing
costs related to the Predecessor Business. The Company's calculation of FFO
may differ from the methodology for calculating FFO utilized by other
REIT's and, accordingly, may not be comparable to such other REIT's. The
Company's calculation of FFO for 1995 and 1994 has been restated to reflect
the effects of the new definition as mentioned above. FFO for the year
ended December 31, 1994 includes the effect of a one-time charge of
approximately $879,000 for the relocation of the property management
headquarters to Chicago.
55
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7. OVERVIEW
The following discussion and analysis of the results of operations and
financial condition of the Company should be read in conjunction with "Selected
Financial Data" and the historical Consolidated Financial Statements thereto
appearing elsewhere in this Form 10-K. Due to the Company's ability to control
the Operating Partnership, the Management Partnerships, the Financing
Partnerships and the LLCs, and Merry Land DownREIT I LP, each entity has been
consolidated with the Company for financial reporting purposes.
Forward-looking statements in this report are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. The
words "believes", "expects" and "anticipates" and other similar expressions
which are predictions of or indicate future events and trends and which do not
relate solely to historical matters, identify forward-looking statements. Such
forward-looking statements are subject to risks and uncertainties, which could
cause actual results, performance, or achievements of the Company to differ
materially from anticipated future results, performance or achievements
expressed or implied by such forward-looking statements. Factors that might
cause such differences include, but are not limited to, the following:
. alternative sources of capital to the Company are higher than anticipated;
. occupancy levels and market rents may be adversely affected by local
economic and market conditions, which are beyond the Company's control; and
. additional factors as discussed in Part I of this Annual Report on Form 10-
K.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly release any revisions to these forward-looking
statements, which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
RESULTS OF OPERATIONS
Since EQR's IPO and through December 31, 1998, the Company has acquired
direct interests in 623 properties, of which six are under development (the
"Acquired Properties"), containing 175,031 units in the aggregate for a total
purchase price of approximately $10.4 billion, including the assumption of
approximately $2.6 billion of mortgage indebtedness and $845.9 million of
unsecured notes. The Company's interest in six of the Acquired Properties at the
time of acquisition thereof consisted solely of ownership of the debt
collateralized by such Acquired Properties.
The Acquired Properties are presented in the Consolidated Financial
Statements of the Company from the date of each acquisition or the closing dates
of the Mergers. In addition, in August 1995, the Company made its $89 million
mortgage note investment collateralized by 21 of the Additional Properties and
in October 1998, the Company contributed 6 of the Additional Properties having a
value of $52.7 million to six joint ventures.
The following table summarizes the number of Acquired Properties and
related units acquired by year:
56
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
<TABLE>
<CAPTION>
Number of Number of
Number of Properties Under Number of Units Under
YEAR OF ACQUISITION Properties Development Units Development
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1993 10 2,694
1994 84 26,286
1995 17 5,035
1996 49 15,665
1997 250 2 68,101 729
1998 207 4 55,143 1,378
----------------------------------------------------------------
TOTAL ACQUIRED PROPERTIES 617 6 172,924 2,107
================================================================
</TABLE>
From the IPO and through December 31, 1998, the Company disposed of 38
Properties and a portion of one Property, including five properties containing
1,254 units during 1996 (the "1996 Disposed Properties"); seven properties, a
portion of one property and a vacant land parcel containing 1,336 units during
1997 (the "1997 Disposed Properties"); and twenty properties containing 4,719
units during 1998 (the "1998 Disposed Properties").
The Company's overall results of operations for the three years ended
December 31, 1998 have been significantly impacted by the Company's acquisition
activity. The significant changes in rental revenues, property and maintenance
expenses, real estate taxes and insurance, depreciation expense, property
management and interest expense can all primarily be attributed to the
acquisition of the Acquired Properties. The impact of the Acquired Properties is
discussed in greater detail in the following paragraphs.
Properties that the Company owned for all of both 1998 and 1997 (the
"1998 Same Store Properties") and Properties that the Company owned for all of
both 1997 and 1996 (the "1997 Same Store Properties") also impacted the
Company's results of operations and are discussed as well in the following
paragraphs.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1998 TO THE YEAR ENDED
DECEMBER 31, 1997
For the year ended December 31, 1998, income before gain on
disposition of properties and allocation to Minority Interests increased by $79
million when compared to the year ended December 31, 1997. This increase was
primarily due to increases in rental revenues net of increases in property and
maintenance expenses, real estate taxes and insurance, property management
expenses, depreciation expense, interest expense and general and administrative
expenses.
In regard to the full year 1998 Same Store Properties, which
represents 63,243 units, rental income increased by approximately $23.1 million
to $527.3 million or 4.59% primarily as a result of higher rental rates charged
to new tenants and tenant renewals, a 1.01% increase in average economic
occupancy levels and an increase in income from billing tenants for their share
of utility costs. Overall, property operating expenses, which include property
and maintenance, real estate taxes and insurance and an allocation of property
management expenses increased approximately $5.3 million or 2.65%. This increase
was primarily the result of higher compensation costs, leasing and advertising
costs, utilities, and maintenance charges.
57
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Property management represents expenses associated with the self-management
of the Company's Properties. These expenses increased by approximately $25.9
million primarily due to the continued expansion of the Company's property
management business. The 1998 amounts include a full year effect of the various
offices the Company opened in 1997, including the Scottsdale Office, which had a
significant expansion resulting from the EWR Merger. During 1998, the Company
opened new management offices in Jacksonville and Orlando, Florida and the
Company assumed a management office in Augusta, Georgia, related to the MRY
Merger.
Fee and asset management revenues and fee and asset management expenses are
associated with the management of properties not owned by the Company that are
managed for affiliates. These net revenues decreased by $0.9 million due to the
disposition of certain of these properties, resulting in the Company no longer
providing fee and asset management services to such properties.
Interest expense, including amortization of deferred financing costs,
increased by approximately $125.5 million. This increase was primarily the
result of an increase in the Company's average indebtedness outstanding which
increased by $1.9 billion. However, the Company's effective interest costs
decreased from 7.50% for the year ended December 31, 1997 to 7.10% for the year
ended December 31, 1998.
General and administrative expenses, which include corporate operating
expenses, increased approximately $6.7 million between the periods under
comparison. This increase was primarily due to the addition of corporate
personnel in the Company's Human Resources, Accounting, Legal and Management
Information Systems groups, as well as higher compensation costs, shareholder
reporting costs and professional fees. However, by gaining certain economies of
scale with a much larger operation these expenses as a percentage of total
revenues were 1.62% for the year ended December 31, 1998 compared to 2.02% of
total revenues for the year ended December 31, 1997.
COMPARISON OF THE YEAR ENDED DECEMBER 31, 1997 TO THE YEAR ENDED DECEMBER 31,
1996
For the year ended December 31, 1997, income before gain on disposition of
properties, extraordinary item and allocation to Minority Interests increased by
$79 million when compared to the year ended December 31, 1996. This increase
was primarily due to increases in rental revenues net of increases in property
and maintenance expenses, real estate taxes and insurance, property management
expenses, depreciation, interest expense and general and administrative
expenses. All of the increases in the various line item accounts mentioned
above can be primarily attributed to the 1997 Acquired Properties and 1996
Acquired Properties. These increases were partially offset by the 1997 Disposed
Properties and the 1996 Disposed Properties. The increase in interest income of
$7.5 million earned on the Company's mortgage note investments is primarily
attributable to its $88 million mortgage note investment as well as an increase
in interest income earned on its $89 million mortgage note investment.
In regard to the 1997 Same Store Properties, which represents 49,805 units,
rental revenues increased by approximately $11.9 million or 3.1% primarily as a
result of higher rental rates charged to new tenants and tenant renewals.
Overall property operating expenses which include property and maintenance, real
estate taxes and insurance and an allocation of property management expenses
decreased approximately $1.5 million or 0.9%. This decrease was primarily the
result of lower medical and health care insurance costs, which resulted in lower
payroll costs. In addition, the Company was successful in reducing its costs for
leasing and advertising as well as building, maintenance and grounds costs by
consolidating its vendor services in selected sub-markets in order to obtain
volume pricing discounts and by consolidating its
58
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
personnel in selected sub-markets where Properties were centrally located. With
respect to the lower medical and health care insurance costs, the Company
believes this is not a sustainable trend but only benefited the 1997 results.
Property management represents expenses associated with the management of
the Company's Properties. These expenses increased by approximately $9.3 million
primarily due to the continued expansion of the Company's property management
business to facilitate the management of the Company's Additional Properties.
During 1997, the Company opened new management offices in Houston, Texas;
Ypsilanti, Michigan; Kansas City, Kansas; Irvine, California; Minneapolis,
Minnesota; Charlotte, North Carolina; and Louisville, Kentucky. In addition, the
Company assumed a management office in Tulsa, Oklahoma, related to the Wellsford
Merger and significantly expanded a management office in Scottsdale, Arizona
related to the EWR Merger.
Fee and asset management revenues and fee and asset management expenses are
associated with the management of properties not owned by the Company that are
managed for affiliates. These net revenues decreased by $0.6 million due to the
disposition of certain of these properties, resulting in the Company no longer
providing fee and asset management services to such properties.
Interest expense, including amortization of deferred financing costs,
increased by approximately $38.3 million. This increase was primarily the result
of an increase in the Company's average indebtedness outstanding which increased
by $564.5 million, primarily due to the Wellsford Merger. However, the Company's
effective interest costs decreased from 7.87% in 1996 to 7.5% in 1997.
General and administrative expenses, which include corporate operating
expenses, increased approximately $5.2 million between the years under
comparison. This increase was primarily due to adding corporate personnel,
higher salary costs and shareholder reporting costs as well as an increase in
professional fees. General and administrative expenses as a percentage of total
revenues were 2.02% for the year ended December 31, 1997, which was a slight
decrease from 2.06% in 1996.
LIQUIDITY AND CAPITAL RESOURCES
FOR THE YEAR ENDED DECEMBER 31, 1998
As of January 1, 1998, the Company had approximately $33.3 million of cash
and cash equivalents and $265 million available on its line of credit of which
$24.7 million was restricted. After taking into effect the various transactions
discussed in the following paragraphs, cash and cash equivalents at December 31,
1998 were approximately $4 million and the amounts available on the Company's
lines of credit were $330 million of which $12 million was restricted. The
following discussion also explains the changes in net cash provided by operating
activities, net cash (used for) investing activities and net cash provided by
financing activities, all of which are presented in the Company's Consolidated
Statements of Cash Flows.
Part of the Company's strategy in funding the purchase of multifamily
properties, funding its Properties in the development stage and the funding of
the Company's investment in a joint venture with a multifamily real estate
developer, excluding those Properties acquired through the Mergers, is to
utilize its line of credit and to subsequently repay the line of credit from the
issuance of additional equity or debt securities or the disposition of
Properties. Utilizing this strategy during 1998 the Company:
59
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
. issued a total of approximately 8.5 million Common Shares through
various offerings and received total net proceeds of $412.5 million;
. issued the 2015 Notes, the August 2003 Notes and the 2000 Notes and
received net proceeds of $542.3 million;
. mortgaged fifteen previously unencumbered Properties and received
net proceeds of $223.5 million; and
. disposed of twenty properties, which generated net proceeds of
approximately $177 million.
All of these proceeds were utilized to either:
. purchase additional properties;
. provide funding for properties in the development stage; and/or
. repay the lines of credit and mortgage indebtedness on certain
Properties.
With respect to the 1998 Acquired Properties, the Company issued 21.8
million Common Shares having a value of $1.0 billion and issued the following
preferred shares having a combined liquidation value of $369.1 million:
. Series H Preferred Shares;
. Series I Preferred Shares;
. Series J Preferred Shares;
. Series K Preferred Shares; and
. Series L Preferred Shares.
The Company also assumed mortgage indebtedness, unsecured notes and a line
of credit of approximately $1.2 billion, issued OP Units having a value of
approximately $205.2 million and issued Junior Convertible Preference Units
having a value of approximately $4.8 million. The cash portion of these
acquisitions were primarily funded from amounts drawn on the Company's lines of
credit and proceeds received in connection with the transactions mentioned in
the previous paragraphs.
In December 1997, the Company entered into a joint venture agreement with
a multifamily residential real estate developer whereby the Company will make
investments in a limited partnership to fund its portion of the project cost.
During 1997 and 1998, the Company funded a total of $6.9 million and $23.9
million and during 1999 the Company expects to fund approximately $74.9
million in connection with this agreement. Subsequent to December 31, 1998, the
Company has funded approximately $1 million. In addition, the Company also
funded $20 million to guarantee third party construction financing and is
obligated to fund up to an additional $20 million.
In regards to certain other properties that were under development and/or
expansion in 1998, the Company funded $31.6 million. In 1999, the Company
expects to fund $53.9 million related to the continued development and/or
expansion of as many as five Properties.
In regards to certain properties that were under earnout/development
agreements in 1998, no amounts were funded. The Company expects to fund $60.4
million related to three earnout/development projects expected to be finished
during 1999. Subsequent to December 31, 1998, the Company has funded $16.2
million relating to the completion/acquisition of Copper Canyon. In addition,
the Company may be required to fund an additional $1 million earnout payment to
the developer for Copper Canyon if certain specified operation levels are met.
60
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
As of December 31, 1998, the Company had total indebtedness of
approximately $4.7 billion, which included mortgage indebtedness of $2.3 billion
(including premiums of $4.5 million), of which $878.3 million represented tax-
exempt bond indebtedness, and unsecured debt of $2.3 billion (net of a $5.3
million discount), of which $35.6 million represented tax-exempt bond
indebtedness. During the year, the Company repaid an aggregate of $63.8 million
of mortgage indebtedness on nine of its Properties. These repayments were
funded from the Company's line of credit or from proceeds received from the
various capital transactions mentioned in the previous paragraphs.
The Company has, from time to time, entered into interest rate protection
agreements (financial instruments) to reduce the potential impact of increases
in interest rates but believes it has limited exposure to the extent of non-
performance by the counterparties of each protection agreement since each
counterparty is a major U.S. financial institution, and the Company does not
anticipate their non-performance. No such financial instrument has been used
for trading purposes.
In February 1996, the Company entered into a Forward Starting Swap
agreement that will hedge the Company's interest rate risk at maturity of $125
million of indebtedness. This agreement hedged the interest rate risk of the
Operating Partnership's 1999 Notes by locking the effective four-year Treasury
Rate commencing May 15, 1999.
In August 1996, the Company entered into an interest rate protection
agreement to effectively fix the interest rate cost of the Company's 2026 Notes.
The agreement was for a notional amount of $150 million with a locked in
treasury rate of 7.57%.
In July 1997, the Company entered into two interest rate protection
agreements to effectively fix the interest rate cost of the Company's 2001 Notes
and 2003 Notes. One agreement was for a notional amount of $100 million with a
locked in treasury rate of 6.134%. The second agreement was for a notional
amount of $75 million with a locked in treasury rate of 6.287%.
In April 1998, the Company entered into an interest rate protection
agreement to effectively fix the interest rate cost of the Company's 2015 Notes.
The agreement was for a notional amount of $300 million with a locked in
treasury rate of 6.63%.
In May 1998, the Company entered into an interest rate protection agreement
to effectively fix the interest rate cost of the Evans Withycombe Financing
Limited Partnership indebtedness to within a range of 5.6% to 6.0% upon its
refinancing. The agreement was for a notional amount of $131 million with a
settlement date of August 2001. There was no initial cost to the Company for
entering into this agreement.
In August 1998, the Company entered into an interest rate protection
agreement to effectively fix the interest rate cost of the Company's planned
financing in the fourth quarter of 1998. This agreement was cancelled in
November at a cost of approximately $3.7 million. This cost is being amortized
over the life of the financing for the 15 previously unencumbered Properties
that occurred in November 1998.
In August 1998, the Company entered into an interest rate swap agreement
that fixed the Company's interest rate risk on a portion of the Operating
Partnership's variable rate tax-exempt bond indebtedness at a rate of 3.65125%.
This agreement was for a notional amount of $150 million with a termination date
of August 2003.
In August 1998, the Company entered into an interest rate swap agreement
that fixed the
61
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
Company's interest rate risk on a portion of the Operating Partnership's
variable rate tax-exempt bond indebtedness at a rate of 3.683%. This agreement
was for a notional amount of $150 million with a termination date of August
2005.
The fair value of these instruments, discussed above, as of December 31,
1998 approximates their carrying or contract values.
The Company has a policy of capitalizing expenditures made for new assets,
including newly acquired properties and the costs associated with placing these
assets into service. Expenditures for improvements and renovations that
significantly enhance the value of existing assets or substantially extend the
useful life of an asset are also capitalized. Capital spent for replacement-
type items such as appliances, draperies, carpeting and floor coverings,
mechanical equipment and certain furniture and fixtures is also capitalized.
Expenditures for ordinary maintenance and repairs are expensed to operations as
incurred. With respect to acquired properties, the Company has determined that
it generally spends $1,000 per unit during its first three years of ownership to
fully improve and enhance these properties to meet the Company's standards. In
regard to replacement-type items described above, the Company generally expects
to spend $250 per unit on an annual recurring basis.
During the year ended December 31, 1998, total capital expenditures for the
Company approximated $102 million. Of this amount, approximately $34.1 million
related to capital improvements and major repairs for the 1996, 1997 and 1998
Acquired Properties. Capital improvements and major repairs for all of the
Company's pre-EQR IPO properties and 1993, 1994 and 1995 Acquired Properties
approximated $17.1 million, or $338 per unit. Capital spent for replacement-
type items approximated $39.4 million, or $257 per unit, which is in line with
the Company's expected annual recurring per unit cost. Also included in total
capital expenditures was approximately $11.4 million expended for non-real
estate additions such as computer software, computer equipment, and furniture
and fixtures and leasehold improvements for the Company's property management
offices and its corporate headquarters. Such capital expenditures were primarily
funded from working capital reserves and from net cash provided by operating
activities. Total capital expenditures for 1999 are budgeted to be
approximately $110 million for all properties or $588 per unit.
Minority Interests as of December 31, 1998 increased by $158 million when
compared to December 31, 1997. The primary factors that impacted this account
during the year were distributions declared to Minority Interests, which
amounted to $30.8 million for the year, the allocation of its income from
operations in the amount of $18.5 million, the conversion of OP Units into
Common Shares, the assumption of MRY's minority interest with a market value of
$40.2 million, and issuances of Common Shares and OP Units during the year.
Total distributions paid in 1998 amounted to $404.5 million, which included
certain distributions declared in the fourth quarters of 1997 and 1998. The
Company paid a $0.71 per Common Share distribution on December 31, 1998 for the
quarter ended December 31, 1998 to Common Shareholders and Minority Interest
holders of record as of December 20, 1998.
Subsequent to December 31, 1998 and through March 12, 1999, the Company
acquired five additional properties representing 1,246 units for a total
purchase price of approximately $86.6 million, including the assumption of
approximately $16.9 million of mortgage indebtedness. These acquisitions were
primarily funded from the proceeds obtained from the sale of certain Properties
in 1998 and 1999. The Company is always seeking to acquire additional
multifamily properties with physical and market
62
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
characteristics similar to the Properties.
Subsequent to December 31, 1998 and through March 12, 1999, the Company
disposed of six Properties for a total sales price of $64 million. These
proceeds will be utilized to purchase additional Properties. The Company
anticipates that it will continue to sell certain Properties in the portfolio.
The Company expects to meet its short-term liquidity requirements,
including capital expenditures relating to maintaining its existing Properties
and the funding of Properties in the development stage, generally through its
working capital, net cash provided by operating activities and borrowings under
its lines of credit. The Company considers its cash provided by operating
activities to be adequate to meet operating requirements and payments of
distributions. The Company also expects to meet its long-term liquidity
requirements, such as scheduled mortgage debt maturities, reduction of
outstanding amounts under its lines of credit, property acquisitions, financing
of construction and development activities and capital improvements through the
issuance of unsecured notes and equity securities including additional OP Units
as well as from undistributed FFO and proceeds received from the disposition of
certain Properties. In addition, the Company has certain uncollateralized
Properties available for additional mortgage borrowings in the event that the
public capital markets are unavailable to the Company or the cost of alternative
sources of capital to the Company is too high.
The Company has a revolving credit facility with Morgan Guaranty and Bank
of America (as co-agents) to provide the Operating Partnership, with potential
borrowings of up to $500 million. This credit facility matures in November 1999
and will continue to be used to fund property acquisitions and short term
liquidity requirements. As of March 12, 1999, $145 million was outstanding under
this facility.
In connection with the MRY Merger, the Company assumed a second revolving
credit facility with First Union Bank (as agent) with potential borrowings of up
to $120 million. This credit facility matures in September 2000 and will also be
used to fund property acquisitions, costs for certain Properties under
development and short term liquidity requirements. As of March 12, 1999, $35
million was outstanding under this facility.
In connection with the Wellsford Merger, the Company provided a $14.8
million credit enhancement with respect to bonds issued to finance certain
public improvements at a multifamily development project. Pursuant to the terms
of a Stock Purchase Agreement with Wellsford Real Properties, Inc. ("WRP
Newco"), the Company will agree to purchase up to 1,000,000 shares of WRP Newco
Series A Preferred at $25.00 per share over a three-year period ending on May
30, 2000. As of March 12, 1999, no shares of WRP Newco Series A Preferred had
been acquired by the Company.
In conjunction with the MRY Merger in October 1998, the Company entered
into six joint venture agreements with MRYP Spinco, the entity spun-off in the
MRY Merger. The Company contributed six properties with an initial value of
$52.7 million in return for a 50% ownership interest in each joint venture. In
return for the spin-off of certain assets and liabilities to MRYP Spinco, the
Company received (from MRYP Spinco) a Subordinated Note receivable totaling $20
million, a preferred stock investment with an initial value of $5 million and a
$25 million, one year, non-revolving Senior Note receivable. At December 31,
1998 approximately $18.3 million was outstanding on the Senior Note, bearing
interest at LIBOR plus 250 basis points. The Company has a potential obligation
to fund up to an additional $6.7 million under the Senior Note.
63
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1997
As of January 1, 1997, the Company had approximately $147.3 million of cash
and cash equivalents and $250 million available on its line of credit. After
taking into effect the various transactions discussed in the following
paragraphs, cash and cash equivalents at December 31, 1997 were approximately
$33.3 million and the amounts available on the Company's line of credit were
$265 million, of which $24.7 million is restricted. In addition, the Company
had $6.6 million of proceeds from a property sale included in deposits-
restricted. The following discussion also explains the changes in net cash
provided by operating activities, net cash (used for) investing activities and
net cash provided by financing activities, all of which are presented in the
Company's Consolidated Statements of Cash Flows.
Part of the Company's strategy in funding the purchase of multifamily
properties, excluding those Properties acquired through the Mergers, is to
utilize its line of credit and to subsequently repay the line of credit from the
issuance of additional equity or debt securities. Utilizing this strategy during
1997 the Company:
. issued a total of approximately 11.9 million Common Shares through
various offerings, other than issuances in connection with the
acquisitions of Properties and received total net proceeds of
approximately $536.8 million;
. completed the offerings of the Series D Preferred Shares and the
Series G Preferred Shares and received net proceeds of approximately
$473.1 million; and
. issued the 2017 Notes, the 2001 Notes and the 2003 Notes and received
net proceeds of approximately $345.9 million.
With respect to Property acquisitions during 1997, including the effects of
the Mergers, the Company purchased 252 Properties containing 68,830 units for a
total purchase price of approximately $4.1 billion, including the issuances of
25.1 million Common Shares, the assumption of EWR's minority interest with a
market value of approximately $107.3 million, the liquidation value of $157.5
million for the Series E Preferred Shares and Series F Preferred Shares, the
assumption of mortgage indebtedness and unsecured notes of approximately $1.3
billion and issuance of OP Units with a value of approximately $5.3 million. The
cash portion of these acquisitions were primarily funded from amounts drawn on
the Company's line of credit and proceeds received in connection with the
transactions mentioned in the previous paragraph.
During the year ended December 31, 1997, the Company also disposed of seven
properties, a portion of one Property and a vacant land parcel, which generated
net proceeds of approximately $35.8 million. Proceeds from the dispositions were
ultimately applied to purchase additional Properties.
As of December 31, 1997, the Company had total indebtedness of
approximately $2.9 billion, which included mortgage indebtedness of $1.6 billion
(including premiums of $3.9 million), of which $723 million represented tax
exempt bond indebtedness, and unsecured debt of $1.4 billion (including net
discounts and premiums in the amount of $5.7 million). During the year, the
Company repaid an aggregate of $113.4 million of mortgage indebtedness on 29 of
its Properties. In addition, the $100 million of floating rate notes due
December 22, 1997 were repaid at maturity. These repayments were funded from the
Company's line of credit or from proceeds received from the various capital
transactions mentioned in previous paragraphs.
64
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
During the year ended December 31, 1997, total capital expenditures for the
Company approximated $60 million. Of this amount, approximately $9.5 million
related to capital improvements and major repairs for certain of the 1995, 1996
and 1997 Acquired Properties. Capital improvements and major repairs for all of
the Company's pre- EQR IPO properties and certain Acquired Properties
approximated $19.4 million, or $217 per unit. Capital spent for replacement-
type items approximated $21.4 million, or $239 per unit, which is in line with
the Company's expected annual recurring per unit cost. Also included in total
capital expenditures was approximately $9.7 million expended for non-real estate
additions such as computer software, computer equipment, and furniture and
fixtures and leasehold improvements for the Company's property management
offices and its corporate headquarters. Such capital expenditures were
primarily funded from working capital reserves and from net cash provided by
operating activities.
Minority Interests as of December 31, 1997 increased by $122.8 million when
compared to December 31, 1996. The primary factors that impacted this account
during the year were the assumption of the EWR minority interest having a market
value of $107.3 million, distributions declared to Minority Interests, which
amounted to $19.1 million for the year, the allocation of its income from
operations in the amount of $13.3 million, the conversion of OP Units into
Common Shares and issuances of Common Shares during the year.
YEAR 2000 ISSUE
The year 2000 issue ("Year 2000") is the result of computer programs being
written using two digits rather than four to define the applicable year. Any of
the Company's computer programs that have time-sensitive hardware and software
may recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, collect rents, or engage in similar normal business activities.
The Company believes that it has identified all of its information
technology ("IT") and non-IT systems to assess their Year 2000 readiness.
Critical systems include, but are not limited to: accounts receivable and rent
collections, accounts payable and general ledger, human resources and payroll
(both property and corporate levels), cash management, fixed assets, all IT
hardware (such as desktop/laptop computers, data networking equipment, telephone
systems, fax machines, copy machines, etc.) and software, and property
environmental, health safety and security systems (such as elevators and alarm
systems).
The Company anticipates that previously scheduled system upgrades to many
of its IT systems will remediate any existing Year 2000 problems. The Company
is currently in the process of testing and implementing the majority of its Year
2000 IT and non-IT system projects with completion anticipated during the second
or third quarter of 1999. The Company has estimated that the total Year 2000
project cost will approximate $1 million, of which approximately 70% has been
incurred as of December 31, 1998. During the fourth quarter of 1998, the
primary focus of the Year 2000 remediation efforts was on testing and
implementing existing and new IT systems and on assessing the Company's exposure
regarding non-IT systems at property sites. Of the remaining $300,000 budgeted
to complete the Company's Year 2000 remediation project, approximately $150,000
has been allocated to engage Year 2000 consultants to help the Company monitor
its IT compliance progress and to complete final IT testing and implementation.
The remaining $150,000 has been allocated to remediate non-IT systems at various
property sites. The estimates are based on management's best estimates, which
were derived utilizing numerous assumptions of
65
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
YEAR 2000 ISSUE (CONTINUED)
future events, and there can be no guarantees that these estimates will be
achieved.
In some cases, various third party vendors have been queried on their Year
2000 readiness. The Company continues to query its significant suppliers and
vendors to determine the extent to which the Company's interface systems are
vulnerable to those third parties' failure to remediate their own Year 2000
issues. To date, the Company is not aware of any significant suppliers or
vendors with a Year 2000 issue that would materially impact the Company's
results of operations, liquidity, or capital resources. However, there can be
no assurances that the systems of other companies, on which the Company's
systems rely, will be timely converted and would not have an adverse effect on
the Company's systems.
Management of the Company believes it has an effective program in place to
resolve the Year 2000 issue in a timely manner. In addition, the Company has
commenced its contingency planning for critical operational areas that might be
affected by the Year 2000 issue if compliance by the Company is delayed. Aside
from catastrophic failure of banks or governmental agencies, the Company
believes that it could continue its normal business operations if compliance by
the Company is delayed. The Company does not believe that the Year 2000 issue
will materially impact its results of operations, liquidity or capital
resources.
FUNDS FROM OPERATIONS
Commencing in 1996, the Company implemented the new definition of FFO
adopted by the Board of Governors of NAREIT in March 1995. The new definition
primarily eliminates the amortization of deferring financing costs and
depreciation of non-real estate assets as items added back to net income when
calculating FFO.
The Company generally considers FFO to be one measure of the performance of
real estate companies including an equity REIT. The resolution adopted by the
Board of Governors of NAREIT defines FFO as net income (loss) (computed in
accordance with GAAP), excluding gains (or losses) from debt restructuring and
sales of property, plus depreciation on real estate assets, and after
adjustments for unconsolidated partnerships and joint ventures. Adjustments for
unconsolidated partnerships and joint ventures are calculated to reflect FFO on
the same basis. The Company believes that FFO is helpful to investors as a
measure of the performance of an equity REIT because, along with cash flows from
operating activities, financing activities and investing activities, it provides
investors an understanding of the ability of the Company to incur and service
debt and to make capital expenditures. FFO in and of itself does not represent
cash generated from operating activities in accordance with GAAP and therefore
should not be considered an alternative to net income as an indication of the
Company's performance or to net cash flows from operating activities as
determined by GAAP as a measure of liquidity and is not necessarily indicative
of cash available to fund cash needs. The Company's calculation of FFO
represents net income available to Common Shares, excluding gains on
dispositions of properties, gains on early extinguishment of debt, and write-off
of unamortized costs on refinanced debt, plus depreciation on real estate
assets, income allocated to Minority Interests and amortization of deferred
financing costs related to the Predecessor Business. The Company's calculation
of FFO may differ from the methodology for calculating FFO utilized by other
REIT's and, accordingly, may not be comparable to such other REIT's.
For the year ended December 31, 1998, FFO increased $188.1 million
representing a 69.5% increase when compared to the year ended December 31, 1997.
For the year ended December 31, 1997, FFO increased by $110.5 million
representing a 69% increase when compared to the year ended
66
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FUNDS FROM OPERATIONS (CONTINUED)
December 31, 1996.
The following is a reconciliation of net income available to Common
Shares to FFO available to Common Shares and OP Units for the years ended
December 31, 1998, 1997 and 1996 (amounts are in thousands):
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Year Year Year
Ended Ended Ended
12/31/98 12/31/97 12/31/96
----------------------------------------------------------------------------------------------------------------
<S> <C>
Net income available to Common Shares $ 165,289 $ 117,580 $ 72,609
Adjustments:
Income allocated to Minority Interests 18,529 13,260 14,299
Depreciation on real estate assets* 296,691 153,526 91,174
Amortization of deferred financing
costs related to predecessor business 35 235 1,075
Write-off of unamortized costs on
refinanced debt -- -- 3,512
Gain on disposition of properties (21,703) (13,838) (22,402)
----------------------------------------------------------------------------------------------------------------
FFO available to Common Shares and OP Units $ 458,841 $ 270,763 $ 160,267
----------------------------------------------------------------------------------------------------------------
</TABLE>
* Includes $183,000 related to the Company's share of depreciation from
unconsolidated joint ventures for the year ended December 31, 1998.
67
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's future earnings, cash flows and fair values relevant to
financial instruments are dependent upon prevalent market rates. Market risk is
the risk of loss from adverse changes in market prices and interest rates. The
Company manages its market risk by matching projected cash inflows from
operating properties, financing activities and investing activities with
projected cash outflows to fund debt payments, acquisitions, capital
expenditures, distributions and other cash requirements. The Company also
utilizes certain derivative financial instruments to limit market risk.
Interest rate protection agreements are used to convert floating rate debt to a
fixed rate basis. Derivatives are used for hedging purposes rather than
speculation. The Company does not enter into financial instruments for trading
purposes.
The Company has total outstanding debt of approximately $4.7 billion at
December 31, 1998, of which approximately $840 million, or 18%, is floating rate
debt, including the effects of any interest rate protector agreements. If market
rates of interest on the Company's floating rate debt increase by 54 basis
points (a 10% increase), the increase in interest expense on the Company's
floating rate debt would decrease future earnings and cash flows by
approximately $4.5 million. If market rates of interest on the Company's
floating rate debt decrease by 54 basis points (a 10% decrease), the decrease in
interest expense on the Company's floating rate debt would increase future
earnings and cash flows by approximately $4.5 million.
These amounts were determined by considering the impact of hypothetical
interest rates and equity prices on the Company's financial instruments. These
analyses do not consider the effects of the reduced level of overall economic
activity that could exist in such an environment. Further, in the event of a
change of such magnitude, management would likely take actions to further
mitigate its exposure to the change. However, due to the uncertainty of the
specific actions that would be taken and their possible effects, this analysis
assumes no changes in the Company's financial structure.
68
<PAGE>
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Consolidated Financial Statements on page F-1 of this Form 10-
K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
69
<PAGE>
PART III
ITEMS 10, 11, 12 AND 13.
TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT, EXECUTIVE COMPENSATION,
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND CERTAIN
RELATIONSHIP AND RELATED TRANSACTIONS.
The information required by Item 10, Item 11, Item 12 and Item 13 are
incorporated by reference to, and will be contained in, the Company's definitive
proxy statement, which the Company anticipates will be filed no later than March
31, 1999, and thus these items have been omitted in accordance with General
Instruction G(3) to Form 10-K.
70
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a)
(1 & 2) See Index to Financial Statements and Schedules on page F-1 of this
Form 10-K.
(3) Exhibits:
2.1++++ Agreement and Plan of Merger by and between Equity Residential
Properties Trust and Wellsford Residential Property Trust dated as
of January 16, 1997
2.2# Articles of Merger by and between Equity Residential Properties
Trust and Wellsford Residential Property Trust
2.3## Agreement and Plan of Merger by and between Equity Residential
Properties Trust and Evans Withycombe Residential, Inc. dated as of
August 27, 1997
2.4### Articles of Merger by and between Equity Residential Properties
Trust and Evans Withycombe Residential, Inc.
2.5/\ Agreement and Plan of Merger and First Amendment Thereto by and
between Equity Residential Properties Trust and Merry Land &
Investment Company, Inc. dated as of July 8, 1998 and September 4,
1998, respectively.
2.6/\/\ Articles of Merger by and between Equity Residential Properties
Trust and Merry Land & Investment Company, Inc.
3.1+++ Second Amended and Restated Declaration of Trust of Equity
Residential Properties Trust dated May 30, 1997
3.2+++ Second Amended and Restated Bylaws of Equity Residential Properties
Trust
4.1** Indenture, dated as of May 16, 1994, by and among the Operating
Partnership, as obligor, the Company, as guarantor and The First
National Bank of Chicago, as trustee in connection with 81/2%
senior notes due May 15, 1999
4.2** Indenture, dated October 1, 1994, between the Operating
Partnership, as obligor and The First National Bank of Chicago, as
trustee in connection with up to $500 million of debt securities
10.1*** Fifth Amended and Restated Agreement of Limited Partnership of ERP
Operating Limited Partnership
10.2* Agreement of Limited Partnership of Equity Residential Properties
Management Limited Partnership
10.3**** Agreement of Limited Partnership of Equity Residential Properties
Management Limited Partnership II
10.4* Noncompetition Agreement (Zell)
10.5* Noncompetition Agreement (Crocker)
10.6* Noncompetition Agreement (Spector)
10.7* Form of Noncompetition Agreement (other officers)
10.8* Services Agreement between Equity Residential Properties Trust and
Equity Group Investments, Inc.
10.9* Form of Property Management Agreement (REIT properties)
10.10** Form of Property Management Agreement (Non-REIT properties)
10.11+ Amended and Restated Master Reimbursement Agreement, dated as of
November 1, 1996 by and between Federal National Mortgage
Association and EQR-Bond Partnership
10.12++ Second Amended and Restated Revolving Credit Agreement, dated as of
September 9, 1997 among the Operating Partnership and Morgan
Guaranty Trust Company of New York, as lead agent, Bank of America
National Trust and Savings Association, as co-lead agent, The First
National Bank of Chicago, as co-agent, U.S. Bank National
Association f/k/a and d/b/a First Bank National Association, as co-
agent and NationsBank of Texas, N.A., as co-agent
10.13#### Consulting Agreement dated August 27, 1997 between Equity
Residential Properties Management Limited Partnership and Stephen
O. Evans
71
<PAGE>
PART IV
10.14#### Employment Agreement dated August 27, 1997 between Equity
Residential Properties Management Limited Partnership and Richard
G. Berry
10.15 Amendment No. 1 to Amended and Restated Agreement of Limited
Partnership of Evans Withycombe Residential, LP
12 Computation of Ratio of Earnings to Fixed Charges
21 List of Subsidiaries of Equity Residential Properties Trust
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney for John W. Alexander dated March 12, 1999
24.2 Power of Attorney for James D. Harper, Jr. dated March 12, 1999
24.3 Power of Attorney for Errol R. Halperin dated March 12, 1999
24.4 Power of Attorney for B. Joseph White dated March 12, 1999
24.5 Power of Attorney for Henry H. Goldberg dated March 12, 1999
24.6 Power of Attorney for Edward Lowenthal dated March 12, 1999
24.7 Power of Attorney for Jeffrey H. Lynford dated March 12, 1999
24.8 Power of Attorney for Stephen O. Evans dated March 12, 1999
24.9 Power of Attorney for Boone A. Knox dated March 12, 1999
24.10 Power of Attorney for Michael N. Thompson dated March 12, 1999
_______________
* Included as an exhibit to the Company's Form S-11 Registration Statement,
File No. 33-63158, and incorporated herein by reference.
** Included as an exhibit to the Operating Partnership's Form 10/A, dated
December 12, 1994, File No. 0-24920, and incorporated herein by reference.
*** Included as an exhibit to the Operating Partnership's Form 8-K/A dated July
23, 1998, filed on August 18, 1998.
**** Included as an exhibit to the Company's Form 10-K for the year ended
December 31, 1994.
+ Included as an exhibit to the Company's Form 10-K for the year ended
December 31, 1996.
++ Included as an exhibit to the Company's Form 8-K dated September 10, 1997,
filed on September 10, 1997.
+++ Included as an exhibit to the Company's Form 8-K dated May 30, 1997, filed
on June 5, 1997.
++++ Included as an exhibit to the Company's Form 8-K dated January 16, 1997,
filed on January 17, 1997.
# Included as Appendix B in the Company's Form S-4 filed on April 29, 1997.
## Included as an exhibit to the Company's Form 8-K dated August 27, 1997,
filed on August 29, 1997.
### Included as Appendix B in the Company's Form S-4 filed on September 18,
1997.
#### Included as an exhibit to the Company's Form S-4 filed on September 18,
1997.
/\ Included as Appendix A in the Company's Form S-4 filed on September 14,
1998.
/\/\ Included as Appendix B in the Company's Form S-4 filed on September 14,
1998.
(b) Reports on Form 8-K:
A Report on Form 8-K dated October 19, 1998, reporting the approval of and the
completion of the merger between Equity Residential Properties Trust and Merry
Land & Investment Company, Inc.
(c) Exhibits:
See Item 14(a)(3) above.
(d) Financial Statement Schedules:
See Index to Financial Statements attached hereto on page F-1 of this
Form 10-K.
72
<PAGE>
PART IV
SIGNATURES
----------
Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
behalf by the undersigned thereunto duly authorized.
EQUITY RESIDENTIAL PROPERTIES TRUST
Date: March 12, 1999 By: /s/ Douglas Crocker II
-------------- ----------------------------------
Douglas Crocker II
President, Chief Executive Officer,
Trustee and *Attorney-in-Fact
Date: March 12, 1999 By: /s/ David J. Neithercut
-------------- ----------------------------------
David J. Neithercut
Executive Vice-President and
Chief Financial Officer
Date: March 12, 1999 By: /s/ Michael J. McHugh
-------------- ----------------------------------
Michael J. McHugh
Executive Vice-President, Chief Accounting
Officer, Treasurer and *Attorney-in-fact
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Date: March 12, 1999 By: /s/ Samuel Zell
--------------- ---------------------------------
Samuel Zell
Chairman of the Board of Trustees
Date: March 12, 1999 By: /s/ Gerald A. Spector
-------------- ---------------------------------
Gerald A. Spector
Executive Vice-President, Chief
Operating Officer and Trustee
Date: March 12, 1999 By: /s/ Sheli Z. Rosenberg
-------------- ---------------------------------
Sheli Z. Rosenberg
Trustee
73
<PAGE>
PART IV
SIGNATURES-CONTINUED
--------------------
Date: March 12, 1999 By: /s/ James D. Harper
-------------- ---------------------------------
James D. Harper
Trustee
Date: March 12, 1999 By: /s/ Errol R. Halperin
-------------- ---------------------------------
Errol R. Halperin
Trustee
Date: March 12, 1999 By: /s/ John W. Alexander
-------------- ---------------------------------
John W. Alexander
Trustee
Date: March 12, 1999 By: /s/ B. Joseph White
-------------- ---------------------------------
B. Joseph White
Trustee
Date: March 12, 1999 By: /s/ Henry H. Goldberg
-------------- ---------------------------------
Henry H. Goldberg
Trustee
Date: March 12, 1999 By: /s/ Jeffrey H. Lynford
-------------- ---------------------------------
Jeffrey H. Lynford
Trustee
Date: March 12, 1999 By: /s/ Edward Lowenthal
-------------- ---------------------------------
Edward Lowenthal
Trustee
Date: March 12, 1999 By: /s/ Stephen O. Evans
-------------- ---------------------------------
Stephen O. Evans
Trustee
Date: March 12, 1999 By: /s/ Boone A. Knox
-------------- ---------------------------------
Boone A. Knox
Trustee
Date: March 12, 1999 By: /s/ Michael N. Thompson
-------------- ---------------------------------
Michael N. Thompson
Trustee
74
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
EQUITY RESIDENTIAL PROPERTIES TRUST
PAGE
----
FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT
Report of Independent Auditors.............................. F-2
Consolidated Balance Sheets as of
December 31, 1998 and 1997............................... F-3
Consolidated Statements of Operations for
the years ended December 31, 1998, 1997 and 1996......... F-4
Consolidated Statements of Cash Flows for
the years ended December 31, 1998, 1997 and 1996......... F-5 to F-6
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 1998, 1997 and 1996..... F-7
Notes to Consolidated Financial Statements.................. F-8 to F-52
SCHEDULE FILED AS PART OF THIS REPORT
Schedule III - Real Estate and Accumulated Depreciation..... S-1 to S-12
F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Board of Trustees and Shareholders
Equity Residential Properties Trust
We have audited the accompanying consolidated balance sheets of Equity
Residential Properties Trust (the "Company") as of December 31, 1998 and 1997
and the related consolidated statements of operations, changes in shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1998. Our audits also included the financial statement schedule listed in
the Index at Item 14(a). These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Equity
Residential Properties Trust at December 31, 1998 and 1997, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1998, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
ERNST & YOUNG LLP
Chicago, Illinois
February 17, 1999
except for Note 24, as to which the date is
March 5, 1999
F-2
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS EXCEPT FOR SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
------------------- -----------------
<S> <C> <C>
ASSETS
Investment in real estate
Land $ 1,326,148 $ 791,980
Depreciable property 9,519,579 6,293,415
Construction in progress 96,336 36,040
------------------- ---------------
10,942,063 7,121,435
Accumulated depreciation (718,491) (444,762)
------------------- ---------------
Investment in real estate, net of accumulated depreciation 10,223,572 6,676,673
Real estate held for disposition 29,886 -
Cash and cash equivalents 3,965 33,295
Investment in mortgage notes, net 88,041 176,063
Rents receivable 4,758 3,302
Deposits - restricted 69,339 36,374
Escrow deposits - mortgage, net 68,725 44,864
Deferred financing costs, net 27,569 23,092
Other assets 184,405 100,968
------------------- ---------------
TOTAL ASSETS $ 10,700,260 $ 7,094,631
=================== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $ 2,341,011 $ 1,582,559
Notes, net 2,049,516 1,130,764
Lines of credit 290,000 235,000
Accounts payable and accrued expenses 100,926 67,699
Accrued interest payable 46,176 28,048
Rents received in advance and other liabilities 54,616 38,750
Security deposits 37,439 28,193
Distributions payable 18,755 20,223
------------------- ---------------
Total liabilities 4,938,439 3,131,236
------------------- ---------------
Commitments and contingencies
Minority Interests 431,374 273,404
------------------- ---------------
Shareholders' equity:
Preferred Shares of beneficial interest, $.01 par value; 100,000,000 shares
authorized, 29,097,951 shares issued and outstanding as of December 31,
1998 and 15,343,500
shares issued and outstanding as of December 31, 1997 1,410,574 1,041,713
Common Shares of beneficial interest, $.01 par value,
350,000,000 shares authorized, 118,230,009 shares issued
and outstanding as of December 31, 1998 and 89,085,265
shares issued and outstanding as of December 31, 1997 1,182 891
Paid in capital 4,169,102 2,785,661
Employee notes (4,873) (5,145)
Distributions in excess of accumulated earnings (245,538) (133,129)
------------------- ---------------
Total shareholders' equity 5,330,447 3,689,991
------------------- ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 10,700,260 $ 7,094,631
=================== ===============
</TABLE>
See accompanying notes.
F-3
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT FOR PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------
1998 1997 1996
-----------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Rental income $ 1,293,560 $ 707,733 $ 454,412
Fee and asset management 5,622 5,697 6,749
Interest income - investment in mortgage notes 18,564 20,366 12,819
Interest and other income 19,703 13,525 4,405
----------------- ----------------- ------------------
Total revenues 1,337,449 747,321 478,385
----------------- ----------------- ------------------
EXPENSES
Property and maintenance 326,567 176,075 127,172
Real estate taxes and insurance 126,009 69,520 44,128
Property management 52,705 26,793 17,512
Fee and asset management 4,207 3,364 3,837
Depreciation 301,869 156,644 93,253
Interest:
Expense incurred 246,585 121,324 81,351
Amortization of deferred financing costs 2,757 2,523 4,242
General and administrative 21,718 15,064 9,857
----------------- ----------------- ------------------
Total expenses 1,082,417 571,307 381,352
----------------- ----------------- ------------------
Income before gain on disposition of properties,
extraordinary item and allocation to Minority Interests 255,032 176,014 97,033
Gain on disposition of properties, net 21,703 13,838 22,402
----------------- ----------------- ------------------
Income before extraordinary item and allocation
to Minority Interests 276,735 189,852 119,435
Write-off of unamortized costs on refinanced debt - - (3,512)
----------------- ----------------- ------------------
Income before allocation to Minority Interests 276,735 189,852 115,923
Income allocated to Minority Interests (18,529) (13,260) (14,299)
----------------- ----------------- ------------------
Net income 258,206 176,592 101,624
Preferred distributions (92,917) (59,012) (29,015)
----------------- ----------------- ------------------
Net income available to Common Shares $ 165,289 $ 117,580 $ 72,609
================= ================= ==================
Weighted average Common Shares outstanding 100,370 65,729 42,586
================= ================= ==================
Distributions declared per Common Share outstanding $ 2.72 $ 2.55 $ 2.40
================= ================= ==================
Tax treatment of distributions (unaudited)
Ordinary income $ 2.14 $ 2.24 $ 1.88
================= ================= ==================
Return of capital $ 0.52 $ 0.26 $ 0.43
================= ================= ==================
Long-term capital gain $ 0.01 $ 0.05 $ 0.09
================= ================= ==================
Unrecaptured section 1250 gain $ 0.05 $ - $ -
================= ================= ==================
Net income per weighted average Common Share outstanding $ 1.65 $ 1.79 $ 1.70
================= ================= ==================
Net income per weighted average Common Share
outstanding - assuming dilution $ 1.63 $ 1.76 $ 1.69
================= ================= ==================
</TABLE>
See accompanying notes.
F-4
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1998 1997 1996
--------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 258,206 $ 176,592 $101,624
Adjustments to reconcile net income to net cash provided by operating activities:
Income allocated to Minority Interests 18,529 13,260 14,299
Depreciation 301,869 156,644 93,253
Amortization of deferred financing costs (including discounts and premiums on debt) 799 2,170 4,558
Amortization of discount on investment in mortgage notes (3,015) (3,100) (613)
Gain on disposition of properties, net (21,703) (13,838) (22,402)
Write-off of unamortized costs on refinanced debt - - 3,512
Changes in assets and liabilities:
(Increase) in rents receivable (1,456) (1,373) (409)
(Increase) in deposits - restricted (13,147) (23,183) (556)
(Increase) decrease in other assets (8,787) (13,708) 158
(Decrease) increase in accounts payable and accrued expenses (3,601) 20,235 9,901
Increase in accrued interest payable 7,546 12,224 4,383
(Decrease) increase in rents received in advance and other liabilities (2,077) 12,112 3,222
------------ ----------- ----------
Net cash provided by operating activities 533,163 338,035 210,930
------------ ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate, net (992,348) (1,190,380) (641,015)
Improvements to real estate (90,608) (50,246) (33,001)
Additions to non-real estate property (11,412) (9,754) (2,347)
Net proceeds from disposition of real estate 174,796 35,758 40,093
Purchase of management contract rights (119) (5,000) -
(Increase) decrease in mortgage deposits (20,499) (25,521) 1,311
Deposits on real estate acquisitions (18,451) 7,946 (1,809)
Decrease (increase) in investment in mortgage notes, net 2,853 (86,367) 1,171
Investment in limited partnerships (23,946) (6,900) -
Costs related to Mergers (50,139) (176,908) -
Other investing activities (17,503) (42,852) (58)
------------ ----------- ----------
Net cash (used for) investing activities (1,047,376) (1,550,224) (635,655)
------------ ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of Common Shares 426,058 540,010 489,139
Common Shares repurchased (94,705) - -
Proceeds from sale of Preferred Shares - 491,250 115,000
Proceeds from exercise of options 14,482 4,999 4,028
Proceeds from sale of 2026 Notes - - 150,000
Proceeds from sale of 2001 Notes, net of discount - 149,684 -
Proceeds from sale of 2003 Notes, net of discount - 49,916 -
Proceeds from sale of 2017 Notes, net of discount - 148,703 -
Proceeds from sale of 2015 Notes, net of discount 298,125 - -
Proceeds from sale of August 2003 Notes, net of discount 99,650 - -
Proceeds from sale of 2000 Notes, net of discount 144,452 - -
Proceeds from option to remarket the 2015 Notes 8,130 - -
Net proceeds from mortgage note issuance 223,491 - -
Payoff MRY unsecured notes (120,000) - -
Principal repayment on the Floating Rate Notes (100,000) -
Redemption of Preference Units - - (1,083)
Payment of offering costs (12,370) (22,470) (10,415)
Distributions to Common Share and Preferred Share owners (373,767) (267,253) (121,860)
Distributions to Minority Interests (30,752) (24,829) (20,444)
Principal receipts on employee notes 272 269 76
Proceeds from restructuring of tax-exempt bond investments - 9,350 112,209
Repayments on line of credit (881,000) (207,500) (342,000)
Proceeds from line of credit 859,000 442,500 250,000
Principal payments on mortgage notes payable (76,409) (120,546) (60,706)
Loan and bond acquisition costs (7,372) (10,799) (9,111)
Increase in security deposits 7,598 7,819 3,735
Other financing activities - 7,110 -
------------ ----------- ----------
Net cash provided by financing activities 484,883 1,098,213 558,568
------------ ----------- ----------
Net (decrease) increase in cash and cash equivalents (29,330) (113,976) 133,843
Cash and cash equivalents, beginning of year 33,295 147,271 13,428
------------ ----------- ----------
Cash and cash equivalents, end of year $ 3,965 $ 33,295 $147,271
============ =========== ==========
</TABLE>
See accompanying notes.
F-5
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------
1998 1997 1996
---------------------------------------------
<S> <C> <C> <C>
SUPPLEMENTAL INFORMATION:
Cash paid during the year for interest $ 234,318 $ 109,100 $ 76,968
=========== =========== ===========
Interest capitalized to real estate developments $ 1,620 $ - $ -
=========== =========== ===========
Mortgage loans assumed and/or entered into through acquisitions of real estate $ 459,820 $ 597,245 $ 142,237
=========== =========== ===========
Net real estate contributed in exchange for Common Shares $ - $ 185,994 $ -
=========== =========== ===========
Net real estate contributed in exchange for OP Units or Preference Units $ 169,834 $ 5,335 $ 440
=========== =========== ===========
Real estate assumed through foreclosure $ - $ - $ 10,854
=========== =========== ===========
Transfers to real estate held for disposition $ 29,886 $ - $ -
=========== =========== ===========
Investment in mortgage notes converted to investment in real estate $ 88,184 $ - $ -
=========== =========== ===========
Refinancing of mortgage notes payable in favor of notes, net $ 35,600 $ - $ -
=========== =========== ===========
Liabilities assumed net of assets acquired through Mergers $ 42,955 $ 33,237 $ -
=========== =========== ===========
Mortgage loans assumed through Mergers $ 184,587 $ 333,966 $ -
=========== =========== ===========
Unsecured notes assumed through Mergers $ 461,956 $ 383,954 $ -
=========== =========== ===========
Line of credit assumed through Mergers $ 77,000 $ - $ -
=========== =========== ===========
Market value of Common Shares issued through Mergers $1,010,723 $ 945,312 $ -
=========== =========== ===========
Market value of OP Units issued through Mergers $ 40,155 $ 107,270 $ -
=========== =========== ===========
Liquidation value of Preferred Shares redesignated through Mergers $ 369,109 $ 157,495 $ -
=========== =========== ===========
</TABLE>
See accompanying notes.
F-6
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
1998 1997 1996
-----------------------------------------------------
<S> <C> <C> <C>
PREFERRED SHARES
Balance, beginning of year $ 1,041,713 $ 393,000 $ 278,000
Issuance of 9 1/8% Series C Cumulative Redeemable - - 115,000
Issuance of 8.60% Series D Cumulative Redeemable - 175,000 -
Issuance of Series E Cumulative Convertible - 99,995 -
Issuance of 9.65% Series F Cumulative Redeemable - 57,500 -
Issuance of 7 1/4% Series G Convertible Cumulative - 316,250 -
Issuance of 7.00% Series H Cumulative Convertible 4,124 - -
Issuance of 8.82% Series I Cumulative Convertible 100,000 - -
Issuance of 8.60% Series J Cumulative Convertible 114,985 - -
Issuance of 8.29% Series K Cumulative Redeemable 50,000 - -
Issuance of 7.625% Series L Cumulative Redeemable 100,000 - -
Conversion of Series E Cumulative Convertible (38) (32) -
Conversion of 7.00% Series H Cumulative Convertible (210) - -
-------------- ------------ -------------
Balance, end of year $ 1,410,574 $ 1,041,713 $ 393,000
============== ============ =============
COMMON SHARES, $.01 PAR VALUE
Balance, beginning of year $ 891 $ 512 $ 350
Issuance of Common Shares through proceeds from offerings 74 159 144
Issuance of Common Shares in connection with Mergers and acquisitions 218 211 -
Issuance of Common Shares through conversion of OP Units into
Common Shares 7 6 16
Issuance of Common Shares through exercise of options and
restricted share grants 5 2 2
Issuance of Common Shares through Share Purchase - DRIP Plan 10 - -
Issuance of Common Shares through Employee Share Purchase Plan 1 1 -
Common Shares repurchased (24) - -
-------------- ------------ -------------
Balance, end of year $ 1,182 $ 891 $ 512
============== ============ =============
PAID IN CAPITAL
Balance, beginning of year $ 2,785,661 $ 1,147,214 $ 652,829
Issuance of Common Shares through proceeds from offerings, net 358,016 533,111 481,390
Issuance of Common Shares in connection with Mergers and acquisitions 1,010,505 1,131,095 -
Issuance of Common Shares through conversion of OP Units into
Common Shares 19,799 11,267 27,651
Issuance of Common Shares through exercise of options and
restricted share grants 14,477 6,739 4,026
Issuance of Common Shares through Share Purchase - DRIP Plan 50,674 - -
Issuance of Common Shares through Employee Share Purchase Plan 3,691 3,245 1,201
Issuance of Common Shares through Dividend Reinvestment - DRIP Plan 419 - -
Issuance of Common Shares through 401(k) Plan 803 583 327
Issuance of Common Shares through conversion of Preferred
Shares into Common Shares 248 32 -
Common Shares repurchased (94,681) - -
Offering costs associated with Preferred Shares - (18,976) (4,011)
Adjustment for Minority Interests ownership in
Operating Partnership 19,490 (28,649) (16,199)
-------------- ------------ -------------
Balance, end of year $ 4,169,102 $ 2,785,661 $ 1,147,214
============== ============ =============
EMPLOYEE NOTES
Balance, beginning of year $ (5,145) $ (5,255) $ (5,331)
Principal receipts 272 110 76
-------------- ------------ -------------
Balance, end of year $ (4,873) $ (5,145) $ (5,255)
============== ============ =============
DISTRIBUTIONS IN EXCESS OF ACCUMULATED EARNINGS
Balance, beginning of year $ (133,129) $ (76,641) $ (41,331)
Net income 258,206 176,592 101,624
Preferred distributions (92,917) (59,012) (29,015)
Distributions on Common Shares (277,698) (174,068) (107,919)
-------------- ------------ -------------
Balance, end of year $ (245,538) $ (133,129) $ (76,641)
============== ============ =============
</TABLE>
See accompanying notes.
F-7
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND FORMATION OF THE COMPANY
Equity Residential Properties Trust, formed in March 1993, ("EQR"), is a
self-administered and self-managed equity real estate investment trust ("REIT").
As used herein, the term "Company" means EQR, and its subsidiaries, as the
survivor of the mergers between EQR and each of Wellsford Residential Property
Trust ("Wellsford") (the "Wellsford Merger"), Evans Withycombe Residential, Inc.
("EWR") (the "EWR Merger") and Merry Land & Investment Company, Inc. ("MRY")
(the "MRY Merger") (see Note 3). The Company has elected to be taxed as a REIT
under Section 856(c) of the Internal Revenue Code 1986, as amended (the "Code").
As a result, the Company generally will not be subject to Federal income tax to
the extent it distributes 95% of its taxable income to its shareholders. REIT's
are subject to a number of organizational and operational requirements. If the
Company fails to qualify as a REIT in any year, its taxable income may be
subject to income tax at regular corporate rates (including any applicable
alternative minimum tax). Even if the Company qualifies for taxation as a REIT,
the Company may be subject to certain state and local taxes on its income and
excise taxes on its undistributed income.
The Company is engaged in the acquisition, disposition, ownership, management
and operation of multifamily properties. As of December 31, 1998, the Company
controlled a portfolio of 654 multifamily properties (individually a "Property"
and collectively the "Properties") containing 187,002 apartment units. The
Company's interest in six of these Properties at the time of acquisition thereof
consisted solely of ownership of debt collateralized by such Properties. The
Company also has an investment in partnership interests and subordinated
mortgages collateralized by 21 properties and an investment in six joint
ventures consisting of six properties (collectively, the "Additional
Properties"). The Properties and Additional Properties are 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, Nevada, New Hampshire, New Jersey, New Mexico, North Carolina, Ohio,
Oklahoma, Oregon, South Carolina, Tennessee, Texas, Utah, Virginia, Washington
and Wisconsin.
The Company has formed a series of partnerships (the "Financing
Partnerships") which beneficially own certain Properties encumbered by mortgage
indebtedness. In general, these are structured so that ERP Operating Limited
Partnership (the "Operating Partnership"), a subsidiary of EQR, owns a 1%
limited partner interest and a 98% general partner interest in each with the
remaining 1% general partner interest in each Financing Partnership is owned by
various qualified REIT subsidiaries wholly owned by the Company (each a "QRS
Corporation"). Rental income from the Properties that are beneficially owned by
a Financing Partnership is used first to service the applicable mortgage debt
and pay other operating expenses and any excess is then distributed 1% to the
applicable QRS Corporation, as the general partner of such Financing
Partnership, and 99% to the Operating Partnership, as the sole 1% limited
partner and as the 98% general partner. The Company has also formed a series of
limited liability companies that own certain Properties and one that has an
investment in partnership interests and subordinated mortgages collateralized by
21 of the Additional Properties (collectively, the "LLCs"). The Operating
Partnership is a 99% managing member of each LLC and a QRS Corporation is a 1%
member of each LLC.
F-8
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
As of December 31, 1998, 700 Properties were managed by either Equity
Residential Properties Management Limited Partnership, the successor to the
multifamily residential management services (the "Management Business")
contributed by Equity Properties Management Corp. ("EPMC") contemporaneously
with the Company's initial public offering (the "EQR IPO"), or Equity
Residential Properties Management Limited Partnership II (collectively, the
"Management Partnerships"). The Management Partnerships collect a property
management fee consistent with a reasonable arms-length charge for the
performance of such services. The sole general partner of the Management
Partnerships with a 1% interest is the Operating Partnership. The sole limited
partners of the Management Partnerships are Equity Residential Properties
Management Corp. ("Management Corp.") and Equity Residential Properties
Management Corp. II ("Management Corp. II"), respectively, and each has a 99%
interest in the respective partnership.
2. BASIS OF PRESENTATION
The Wellsford Merger, the EWR Merger and the MRY Merger (collectively, the
"Mergers") were treated as purchases in accordance with Accounting Principles
Board Opinion No. 16. The fair value of the consideration given by the Company
in the Mergers was used as the valuation basis for each of the combinations.
The assets acquired and the liabilities assumed of Wellsford were recorded at
their relative fair values as of May 30, 1997 (the "Wellsford Closing Date").
The assets acquired and the liabilities assumed of EWR were recorded at their
relative fair values as of December 23, 1997 (the "EWR Closing Date"). The
assets acquired and the liabilities assumed of MRY were recorded at their
relative fair values as of October 19, 1998 (the "MRY Closing Date"). The
accompanying consolidated statements of operations and cash flows include the
results of the Properties purchased through the Mergers from their respective
closing dates.
Due to the Company's ability as general partner to control either through
ownership or by contract the Operating Partnership, the Management Partnerships,
the Financing Partnerships, the LLCs and Merry Land DownREIT I LP, each such
entity has been consolidated with the Company for financial reporting purposes.
In regard to Management Corp., Management Corp. II, Evans Withycombe Management,
Inc. and ML Services, Inc., the Company does not have legal control; however,
these entities are consolidated for financial reporting purposes, the effects of
which are immaterial. Certain reclassifications have been made to the prior
year's financial statements in order to conform to the current year
presentation.
3. BUSINESS COMBINATIONS
In connection with the Wellsford Merger each outstanding common share of
beneficial interest of Wellsford was converted into .625 of a Common Share of
the Company. In addition, Wellsford's Series A Cumulative Convertible Preferred
Shares of Beneficial Interest were redesignated as the Company's 3,999,800
Series E Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01
par value per share (the "Series E Preferred Shares") and Wellsford's Series B
Cumulative Redeemable Preferred Shares of Beneficial Interest were redesignated
as the Company's 2,300,000 9.65% Series F Cumulative Redeemable Preferred Shares
of Beneficial Interest, $0.01 par value per share (the "Series F Preferred
Shares").
On the Wellsford Closing Date, 72 Properties containing 19,004 units and
other related assets were acquired for a total purchase price of approximately
$1 billion. The purchase price consisted of 10.8 million common shares of
beneficial interest, $.01 par value per share ("Common Shares") issued by the
Company with a market value of $443.7 million, the liquidation value of $157.5
million for the Series E Preferred Shares and the Series F Preferred Shares, the
assumption of mortgage indebtedness and unsecured notes in
F-9
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
the amount of $345 million, the assumption of other liabilities of approximately
$33.5 million and other merger related costs of approximately $23.4 million.
On the EWR Closing Date, 53 Properties containing 15,331 units and three
Properties under construction or expansion containing 953 units and other
related assets were acquired for a total purchase price of approximately $1.2
billion. In connection with the EWR Merger, as of the EWR Closing Date, each
outstanding common share of beneficial interest of EWR was converted into .50 of
a Common Share of the Company. The purchase price consisted of 10.3 million
Common Shares issued by the Company with a total market value of approximately
$501.6 million, the assumption of EWR's minority interest with a market value of
approximately $107.3 million, the assumption of mortgage indebtedness and
unsecured notes in the amount of $498 million, the assumption of other
liabilities of approximately $28.2 million and other EWR Merger related costs of
approximately $16.7 million.
In connection with the MRY Merger, each outstanding common share of
beneficial interest of MRY was converted into 0.53 of a Common Share of the
Company. In addition, MRY spun-off certain assets and liabilities to Merry Land
Properties, Inc. ("MRYP Spinco"). As partial consideration for the transfer, the
Company extended a $25 million, one year, non-revolving Senior Debt Agreement to
MRYP Spinco. At December 31, 1998, approximately $18.3 million was outstanding,
bearing interest at LIBOR plus 250 basis points.
In addition, MRY Series A Cumulative Convertible Preferred Shares of
Beneficial Interest were redesignated as the Company's 164,951 Series H
Cumulative Convertible Preferred Shares of Beneficial Interest, $0.01 par value
per share (the "Series H Preferred Shares"), the MRY Series B Cumulative
Convertible Preferred Shares of Beneficial Interest were redesignated as the
Company's 4,000,000 Series I Cumulative Convertible Preferred Shares of
Beneficial Interest, $0.01 par value per share (the "Series I Preferred
Shares"), the MRY Series C Cumulative Convertible Preferred Shares of Beneficial
Interest were redesignated as the Company's 4,599,400 Series J Cumulative
Convertible Preferred Shares of Beneficial Interest, $0.01 par value per share
(the "Series J Preferred Shares"), the MRY Series D Cumulative Redeemable
Preferred Shares of Beneficial Interest were redesignated as the Company's
1,000,000 Series K Cumulative Redeemable Preferred Shares of Beneficial
Interest, $0.01 par value per share (the "Series K Preferred Shares") and the
MRY Series E Cumulative Redeemable Preferred Shares of Beneficial Interest were
redesignated as the Company's 4,000,000 Series L Cumulative Redeemable Preferred
Shares of Beneficial Interest, $0.01 par value per share (the "Series L
Preferred Shares").
On the MRY Closing Date, 108 Properties containing 32,315 units, four
Properties under construction or expansion expected to contain 1,378 units, six
Additional Properties that represent an investment in six joint ventures
containing 1,297 units and other related assets were acquired for a total
purchase price of approximately $2.2 billion. The purchase price consisted of
21.8 million Common Shares issued by the Company with a market value of $1
billion, the assumption of MRY's minority interest with a market value of
approximately $40.2 million, the liquidation value of $369.1 million for the
Series H Preferred Shares, the Series I Preferred Shares, the Series J Preferred
Shares, the Series K Preferred Shares and the Series L Preferred Shares, the
assumption of mortgage indebtedness, unsecured notes and a line of credit in the
amount of $723.5 million, the assumption of other liabilities of approximately
$46.5 million and other merger related costs of approximately $52 million.
All of the amounts stated in the previous paragraphs are based on
management's current best estimates, which are subject to adjustment within one
year of the respective closing dates.
F-10
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
4. SHAREHOLDERS' EQUITY AND MINORITY INTERESTS
In January 1996, the Company completed an offering of 1,725,000 registered
Common Shares, which were sold at a net price of $29.375 per share (the "January
1996 Common Share Offering") and received net proceeds of approximately $50.7
million in connection therewith.
Also in January 1996, the Company filed with the SEC a Form S-3 Registration
Statement to register 1,676,423 Common Shares which may be sold by the holders
thereof or by holders of partnership interests ("OP Units") upon the issuance of
Common Shares in exchange for such OP Units.
In February 1996, the Company completed an offering of 2,300,000 registered
Common Shares, which were sold at a net price of $29.50 per share (the "February
1996 Common Share Offering") and received net proceeds of approximately $67.8
million in connection therewith.
On May 21, 1996, the Company completed an offering of 2,300,000 publicly
registered Common Shares, which were sold at a net price of $30.50 per share.
On May 28, 1996, the Company completed the sale of 73,287 publicly registered
Common Shares to employees of the Company and to employees of Equity Group
Investments, Inc. and certain of its subsidiaries ("EGI") and certain of their
respective affiliates and consultants at a net price equal to $30.50 per share.
On May 30, 1996, the Company completed an offering of 1,264,400 publicly
registered Common Shares, which were sold at a net price of $30.75 per share.
The Company received net proceeds of approximately $111.3 million in connection
with the sale of the 3,637,687 Common Shares mentioned above (collectively, the
"May 1996 Common Share Offerings").
On June 26, 1996, the Company filed with the SEC a Form S-3 Registration
Statement to register 608,665 Common Shares which may be issued by the Company
to holders of 608,665 OP Units. The SEC declared this Registration effective on
September 6, 1996.
On September 18, 1996, the Company filed with the SEC a Form S-3
Registration Statement to register $500 million of equity securities (the "1996
Equity Shelf Registration"). The SEC declared this Registration effective on
September 23, 1996.
In September 1996, the Company completed the sale of 2,272,728 publicly
registered Common Shares, which were sold at a net price of $33 per share. The
Company received net proceeds of approximately $75 million in connection with
this offering (the "September 1996 Common Share Offering").
On September 27, 1996, the Company filed with the SEC a Form S-3
Registration Statement to register 1,182,835 Common Shares which may be issued
by the Company to holders of 1,182,835 OP Units. The SEC declared this
Registration effective on October 3, 1996.
In December 1996, the Company completed offerings of 4,440,000 publicly
registered Common Shares, which were sold to the public at a price of $41.25 per
share (the "December 1996 Common Share Offerings"). The Company received net
proceeds of approximately $177.4 million in connection therewith.
In March 1997, the Company completed three separate public offerings
relating to an aggregate of 1,921,000 publicly registered Common Shares, which
were sold to the public at a price of $46 per share (the "March 1997 Common
Share Offerings"). The Company received net proceeds of approximately $88.3
million therefrom.
F-11
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
On May 14, 1997, the Company filed with the SEC a Form S-3 Registration
Statement to register $500 million of equity securities (the "June 1997 Equity
Shelf Registration"). The SEC declared this registration statement effective on
June 5, 1997.
In June 1997, the Company completed five separate public offerings
comprising an aggregate of 8,992,023 publicly registered Common Shares, which
were sold to the public at prices ranging from $44.06 to $45.88 per share (the
"June 1997 Common Share Offerings"). The Company received net proceeds of
approximately $398.9 million therefrom.
On July 28, 1997, the Company filed with the SEC a Form S-3 Registration
Statement to register $750 million of equity securities (the "August 1997 Equity
Shelf Registration"). The SEC declared this registration statement effective on
August 4, 1997.
In September 1997, the Company completed the sale of 498,000 publicly
registered Common Shares, which were sold to the public at a price of $51.125
per share. The Company received net proceeds of approximately $24.2 million in
connection with this offering (the "September 1997 Common Share Offering").
In October 1997, in connection with the acquisition of a portfolio of
Properties, the Company issued 3,315,500 publicly registered Common Shares,
which were issued at a price of $45.25 per share with a value of approximately
$150 million (the "October 1997 Common Share Offering").
On November 3, 1997, the Company filed with the SEC a Form S-3 Registration
Statement to register 7,000,000 Common Shares pursuant to a Distribution
Reinvestment and Share Purchase Plan. This registration statement was declared
effective on November 25, 1997. The Distribution Reinvestment and Share
Purchase Plan (the "DRIP Plan") of the Company provides holders of record and
beneficial owners of Common Shares, Preferred Shares, and limited partnership
interests in the Operating Partnership with a simple and convenient method of
investing cash distributions in additional Common Shares (which is referred to
herein as the "Dividend Reinvestment DRIP Plan"). Common Shares may also be
purchased on a monthly basis with optional cash payments made by participants in
the DRIP Plan and interested new investors, not currently shareholders of the
Company, at the market price of the Common Shares less a discount ranging
between 0% and 5% (as determined in accordance with the DRIP Plan)(which is
referred to herein as the "Share Purchase DRIP Plan").
On December 11, 1997, in connection with the acquisition of one Property,
the Company issued 736,296 publicly registered Common Shares, which were issued
at a price of $48.85 per share with a value of approximately $36 million. On
December 23, 1997, the Company completed an offering of 467,722 publicly
registered Common Shares, which were sold to the public at a price of $51.3125
per share and received net proceeds of approximately $22.8 million in connection
therewith. The sale of the 1,204,018 Common Shares mentioned above is
collectively, the "December 1997 Common Share Offerings".
During 1998, the Company issued 93,521 Common Shares pursuant to the
Employee Share Purchase Plan and received net proceeds of approximately $3.7
million.
During 1998, the Company issued 1,023,184 Common Shares pursuant to the
Share Purchase DRIP Plan and received net proceeds of approximately $50.7
million.
F-12
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
On January 27, 1998, the Company completed an offering of 4,000,000 publicly
registered Common Shares, which were sold to the public at a price of $50.4375
per share (the "January 1998 Common Share Offering"). The Company received net
proceeds of approximately $195.3 million in connection therewith.
On February 3, 1998, the Company filed with the SEC a Form S-3 Registration
Statement to register $1 billion of equity securities. The SEC declared this
registration statement effective on February 27, 1998.
On February 18, 1998, the Company completed offerings of 988,340 publicly
registered Common Shares, which were sold to the public at a price of $50.625
per share. On February 23, 1998, the Company completed an offering of 1,000,000
publicly registered Common Shares, which were sold to the public at a price of
$48 per share. The Company received net proceeds from these offerings
(collectively, the "February 1998 Common Share Offerings") of approximately $95
million.
On March 30, 1998, the Company completed an offering of 495,663 publicly
registered Common Shares, which were sold at a price of $47.9156 per share (the
"March 1998 Common Share Offering"). The Company received net proceeds of
approximately $23.7 million in connection therewith.
On April 29, 1998, the Company completed an offering of 946,565 publicly
registered Common Shares, which were sold at a price of $46.5459 per share (the
"April 1998 Common Share Offering"). The Company received net proceeds of
approximately $44.1 million in connection therewith.
On September 20, 1998, the Company completed its repurchase of 2,367,400 of
its Common Shares of beneficial interest, on the open market, for an average
price of $40 per share. The purchases were made between August 5 and September
17, 1998. The Company paid approximately $94.7 million in connection therewith.
These shares were subsequently retired.
The following table presents the changes in the Company's issued and
outstanding Common Shares for the years ended December 31, 1998, 1997 and 1996
(excluding OP Units and Junior Convertible Preference Units of 13,286,555,
9,592,590 and 7,858,228 outstanding at December 31, 1998, 1997 and 1996,
respectively):
F-13
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
1998 1997 1996
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Shares outstanding at January 1, 89,085,265 51,154,836 35,011,715
Common Shares Issued:
- --------------------
January 1998 Common Share Offering 4,000,000 -- --
February 1998 Common Share Offerings 1,988,340 -- --
March 1998 Common Share Offering 495,663 -- --
April 1998 Common Share Offering 946,565 -- --
Conversion of MRY common shares 21,801,612 -- --
March 1997 Common Share Offerings -- 1,921,000 --
June 1997 Common Share Offerings -- 8,992,023 --
September 1997 Common Share Offering -- 498,000 --
October 1997 Common Share Offering -- 3,315,500 --
December 1997 Common Share Offerings -- 1,204,018 --
Conversion of Wellsford common shares -- 10,823,016 --
Conversion of EWR common shares -- 10,288,583 --
Conversion of Series E Preferred Shares 834 723 --
Conversion of Series H Preferred Shares 6,078 -- --
January 1996 Common Share Offering -- -- 1,725,000
February 1996 Common Share Offering -- -- 2,300,000
May 1996 Common Share Offerings -- -- 3,637,687
September 1996 Common Share Offering -- -- 2,272,728
December 1996 Common Share Offerings -- -- 4,440,000
Employee Share Purchase Plan 93,521 84,183 39,458
Dividend Reinvestment - DRIP Plan 10,230 -- --
Share Purchase - DRIP Plan 1,023,184 -- --
Exercise of options 431,174 180,138 150,840
Restricted share grants 59,060 28,246 21,879
Conversion of OP Units 640,337 582,185 1,545,866
Profit-sharing contribution/401(k) Plan 15,980 13,140 10,001
Common Shares Other:
- -------------------
Common Shares repurchased (2,367,400) -- --
Common Shares other (434) (326) (338)
- ---------------------------------------------------------------------------------------------------------------------------
COMMON SHARES OUTSTANDING AT DECEMBER 31, 118,230,009 89,085,265 51,154,836
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
Assuming conversion of all OP Units and Junior Convertible Preference
Units, total Common Shares outstanding at December 31, 1998 would have been
131,516,564. As of December 31, 1998, the Minority Interests held 13,286,555 OP
Units, which includes units held by minority interest owners in Merry Land Down
REIT I LP, which were converted to 180,585 OP Units subsequent to December 31,
1998. This amount represented a 10.10% interest in the Operating Partnership. As
of December 31, 1997, the Minority Interests held 9,592,590 OP Units, which
represented a 9.72% interest in the Operating Partnership
The Company paid a $0.67, $0.67, $0.67 and $0.71 per Common Share
distribution on April 10, July 10, October 9 and December 31, 1998,
respectively, for the quarters ended March 31, June 30, September 30 and
December 31, 1998, to Common Share holders of record on March 27, June 26,
September 16 and December 20, 1998, respectively.
F-14
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The declaration of trust of the Company provides that the Company may issue
up to 100,000,000 Preferred Shares with specific rights, preferences and other
attributes as the Board of Trustees may determine, which may include
preferences, powers and rights that are senior to the rights of holders of the
Company's Common Shares. Under certain circumstances, the issuance of Preferred
Shares may require shareholder approval pursuant to the rules and the
regulations of the New York Stock Exchange.
In June 1995, the Company sold 6,120,000 of its 9 3/8% Series A Cumulative
Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
(liquidation preference $25 per share) (the "Series A Preferred Shares"). The
net proceeds of approximately $148.2 million from the Series A Preferred Share
Offering were contributed by the Company to the Operating Partnership in
exchange for 6,120,000 of the Operating Partnership's 9 3/8% Series A cumulative
redeemable preference units. The Series A Preferred Shares are cumulative from
the date of original issue and distributions are payable quarterly on or about
the fifteenth day of January, April, July and October of each year, at the
annual rate of 9 3/8% of the liquidation preference of $25 per share. The Series
A Preferred Shares are not redeemable prior to June 1, 2000. On or after June 1,
2000, the Preferred Shares may be redeemed for cash at the option of the Company
in whole or in part, at a redemption price of $25 per share, plus accrued and
unpaid distributions, if any, thereon.
In November 1995, the Company sold 5,000,000 depositary shares (the "Series B
Depositary Shares"). Each Series B Depositary Share represents a 1/10 fractional
interest in a 9 1/8% Series B Cumulative Redeemable Preferred Share of
Beneficial Interest, $0.01 par value per share (the "Series B Preferred
Shares"). The liquidation preference of each of the Series B Preferred Shares is
$250.00 (equivalent to $25 per Series B Depositary Share). The net proceeds of
approximately $121 million from the Series B Preferred Share Offering were
contributed by the Company to the Operating Partnership in exchange for 500,000
of the Operating Partnership's 9 1/8% Series B cumulative redeemable preference
units. The Series B Preferred Shares are cumulative from the date of original
issue and distributions are payable quarterly on or about the fifteenth day of
January, April, July and October of each year, commencing on January 15, 1996,
at the annual rate of 9 1/8% of the liquidation preference of $25 per Series B
Depositary Share. The Series B Preferred Shares are not redeemable prior to
October 15, 2005. On and after October 15, 2005, the Series B Preferred Shares
may be redeemed for cash at the option of the Company, in whole or in part, at a
redemption price of $250 per share (equivalent to $25 per Series B Depositary
Share), plus accrued and unpaid distributions, if any, thereon.
In September 1996 the Company sold 4,600,000 depositary shares (the "Series C
Depositary Shares"). Each Series C Depositary Share represents a 1/10 fractional
interest in a 9 1/8% Series C Cumulative Redeemable Preferred Share of
Beneficial Interest, $0.01 par value per share (the "Series C Preferred
Shares"). The liquidation preference of each of the Series C Preferred Shares is
$250.00 (equivalent to $25 per Series C Depositary Share). The Company raised
gross proceeds of $115 million from this offering (the "Series C Preferred Share
Offering"). The Company contributed the net proceeds of approximately $111.4
million from the Series C Preferred Share Offering to the Operating Partnership
in exchange for 460,000 of the Operating Partnership's 9 1/8% Series C
cumulative redeemable preference units. The Series C Preferred Shares are
cumulative from the date of original issue and distributions are payable
quarterly on or about the fifteenth day of January, April, July and October of
each year, commencing on October 15, 1996, at the annual rate of 9 1/8% of the
liquidation preference of $25 per Series C Depositary Share. The Series C
Preferred Shares are not redeemable prior to September 9, 2006. On and after
September 9, 2006, the Series C Preferred Shares may be redeemed for cash at the
option of the Company, in whole or in part, at a redemption price of $250 per
share (equivalent to $25 per Series C Depositary Share), plus accrued and unpaid
distributions, if any, thereon.
F-15
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
In May 1997, the Company sold 7,000,000 depositary shares (the "Series D
Depositary Shares"). Each Series D Depositary Share represents a 1/10
fractional interest in a 8.60% Series D Cumulative Redeemable Preferred Share of
Beneficial Interest, $0.01 par value per share (the "Series D Preferred
Shares"). The liquidation preference of each of the Series D Preferred shares
is $250.00 (equivalent to $25 per Series D Depositary Share). The Company
received net proceeds of approximately $169.5 million from this offering (the
"Series D Preferred Share Offering"). The Company contributed the net proceeds
of approximately $169.5 million from the Series D Preferred Share Offering to
the Operating Partnership in exchange for 700,000 of the Operating Partnership's
8.60% Series D cumulative redeemable preference units. The Series D Preferred
Shares are cumulative from the date of original issue and distributions are
payable quarterly on or about the fifteenth day of January, April, July and
October of each year, commencing on July 15, 1997, at the annual rate of 8.60%
of the liquidation preference of $25 per Series D Depositary Share.
The Series E Preferred Shares are cumulative and distributions are payable
quarterly on January 1, April 1, July 1 and October 1 in an amount equal to
$1.75 per share per annum. Each Series E Preferred Share is convertible at the
option of the holder thereof at any time into Common Shares at a conversion
price of $44.93 per Common Share (equivalent to a conversion rate of
approximately .5564 Common Share for each Series E Preferred Share). The Series
E Preferred Shares are not redeemable prior to November 1, 1998. On and after
November 1, 1998, the Series E Preferred Shares may be redeemed at the option of
the Company, in whole or in part, initially at $25.875 per share and thereafter
at prices declining to $25.00 per share on and after November 1, 2003, plus
accrued and unpaid distributions, if any, thereon. During 1997, 1,300 of the
Series E Preferred Shares were converted into 723 Common Shares of the Company.
During 1998, 1,500 of the Series E Preferred Shares were converted into 834
Common Shares of the Company.
The Series F Preferred Shares are cumulative and distributions are payable
quarterly on or about the fifteenth day of January, April, July and October of
each year at the rate of 9.65% of the liquidation preference of $25 per share.
The Series F Preferred Shares are not redeemable prior to August 24, 2000. On or
after August 24, 2000, the Series F Preferred Shares may be redeemed for cash at
the option of the Company, in whole or in part, at a redemption price of $25.00
per share, plus accrued and unpaid distributions, if any, thereon.
In September 1997, the Company sold 11,000,000 depositary shares (the "Series
G Depositary Shares"). Each Series G Depositary Share represents a 1/10
fractional interest in a 7 1/4% Series G Convertible Cumulative Preferred Share
of Beneficial Interest, $0.01 par value per share (the "Series G Preferred
Shares"). Series G Depositary Shares representing Series G Preferred Shares are
convertible at the option of the holder thereof at any time into Common Shares
at a conversion price of $58.58 per Common Share (equivalent to a conversion
rate of approximately .4268 Common Shares for each Series G Depositary Share).
The liquidation preference of each of the Series G Preferred Shares is $250.00
per share (equivalent to $25 per Series G Depositary Share). The Company
received net proceeds of approximately $264 million from this offering (the
"Series G Preferred Share Offering"). In addition, in October 1997, the Company
sold 1,650,000 additional Series G Depositary Shares pursuant to an over-
allotment option granted to the underwriters and received net proceeds of
approximately $39.6 million therefrom. The Company contributed the net proceeds
of approximately $303.6 million from the Series G Preferred Share Offering to
the Operating Partnership in exchange for 1,265,000 of the Operating
Partnership's 7 1/4% Series G convertible cumulative preference units. The
Series G Preferred Shares are cumulative from the date of original issue and
distributions are payable quarterly on or about the fifteenth day of January,
April, July and October of each year, commencing on October 15, 1997, at the
annual rate of 7 1/4% of the liquidation preference of $25 per Series G
Depositary Share. The Series G Preferred Shares are not redeemable prior to
September 15, 2002. On and after September 15, 2002, the Series G Preferred
Shares may be redeemed at the option of the Company, in whole or in part,
initially at $25.90625 per Depositary Share and thereafter at prices declining
to $25.00 per Depositary Share on and after September 15, 2007, plus in each
case accrued and unpaid distributions, if any, to the redemption date.
The Series H Preferred Shares are cumulative and distributions are payable
quarterly in arrears on the last day of March, June, September and December of
each year in an amount equivalent to $1.75 per annum per share. Each Series H
Preferred Share is convertible at the option of the holder thereof at any time
into Common Shares at a conversion price of $34.53 per Common Share (equivalent
to a conversion rate of approximately .7240 Common Share for each Series H
Preferred Share). The Series H Preferred Shares may be redeemed, in whole or in
part, at the option of the Company for Common Shares only, provided the Common
Shares
F-16
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
are trading above $34.53 (subject to adjustment in certain circumstances).
During 1998, 8,400 of the Series H Preferred Shares were converted into 6,078
Common Shares of the Company.
The Series I Preferred Shares are cumulative and distributions are payable
quarterly in arrears on the last day of March, June, September and December of
each year in an amount equivalent to $2.205 per annum per share. Each Series I
Preferred Share is convertible at the option of the holder thereof at any time
into Common Shares at a conversion price of $38.96 per Common Share (equivalent
to a conversion rate of approximately .6417 Common Share for each Series I
Preferred Share). The Series I Preferred Shares are not redeemable prior to
October 31, 1999. On or after October 31, 1999, the Series I Preferred Shares
may be redeemed, in whole or in part, at the option of the Company for Common
Shares only, provided the Common Shares are trading above $38.96 (subject to
adjustment in certain circumstances).
The Series J Preferred Shares are cumulative and distributions are payable
quarterly in arrears on the last day of March, June, September and December of
each year in an amount equivalent to $2.15 per annum per share. Each Series J
Preferred Share is convertible at the option of the holder thereof at any time
into Common Shares at a conversion price of $40.74 per Common Share (equivalent
to a conversion rate of approximately .6136 Common Share for each Series J
Preferred Share). The Series J Preferred Shares are not redeemable prior to
March 31, 2000. On or after March 31, 2000, the Series J Preferred Shares may be
redeemed, in whole or in part, at the option of the Company for Common Shares
only, provided the Common Shares are trading above $40.74 (subject to adjustment
in certain circumstances).
The Series K Preferred Shares are cumulative and distributions are payable
quarterly on the last day of March, June, September and December of each year at
the rate of 8.29% of the liquidation preference per annum (equivalent to $4.145
per annum per share). The Series K Preferred Shares are not redeemable prior to
December 10, 2026. On or after December 10, 2026, the Series K Preferred Shares
may be redeemed for cash at the option of the Company, in whole or in part, at a
redemption price of $50.00 per share, plus accrued and unpaid distributions, if
any, thereon.
The Series L Preferred Shares are cumulative and distributions are payable
quarterly on the last day of March, June, September and December of each year at
the rate of 7.625% of the liquidation preference per annum (equivalent to $1.906
per annum per share). The Series L Preferred Shares are not redeemable prior to
February 13, 2003. On or after February 13, 2003, the Series L Preferred Shares
may be redeemed for cash at the option of the Company, in whole or in part, at a
redemption price of $25.00 per share, plus accrued and unpaid distributions, if
any, thereon.
The following table presents the Company's issued and outstanding Preferred
Shares as of December 31, 1998 and 1997:
F-17
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
1998 1997
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Preferred Shares of beneficial interest, $.01 par value;
100,000,000 shares authorized:
9 3/8% Series A Cumulative Redeemable Preferred $ 153,000 $ 153,000
$25 per share, 6,120,000 shares issued and outstanding
at December 31, 1998 and 1997
9 1/8% Series B Cumulative Redeemable Preferred 125,000 125,000
$250 per share, 500,000 shares issued and outstanding
at December 31, 1998 and 1997
9 1/8% Series C Cumulative Redeemable Preferred 115,000 115,000
$250 per share, 460,000 shares issued and outstanding
at December 31, 1998 and 1997
8.60% Series D Cumulative Redeemable Preferred 175,000 175,000
$250 per share, 700,000 shares issued and outstanding
at December 31, 1998 and 1997
Series E Cumulative Convertible Preferred 99,925 99,963
$25 per share, 3,997,000 and 3,998,500 shares issued and outstanding
at December 31, 1998 and 1997, respectively
9.65% Series F Cumulative Redeemable Preferred 57,500 57,500
$25 per share, 2,300,000 shares issued and outstanding
at December 31, 1998 and 1997
7 1/4% Series G Convertible Cumulative Preferred 316,250 316,250
$250 per share, 1,265,000 shares issued and outstanding
at December 31, 1998 and 1997
7.00% Series H Cumulative Convertible Preferred 3,914 -
$25 per share, 156,551 shares issued and outstanding
at December 31, 1998
8.82% Series I Cumulative Convertible Preferred 100,000 -
$25 per share, 4,000,000 shares issued and outstanding
at December 31, 1998
8.60% Series J Cumulative Convertible Preferred 114,985 -
$25 per share, 4,599,400 shares issued and outstanding
at December 31, 1998
8.29% Series K Cumulative Redeemable Preferred 50,000 -
$50 per share, 1,000,000 shares issued and outstanding
at December 31, 1998
7.625% Series L Cumulative Redeemable Preferred 100,000 -
$25 per share, 4,000,000 shares issued and outstanding
at December 31, 1998
----------------------------------------------------------------------------------------------------------------
Preferred Shares outstanding at December 31, $ 1,410,574 $ 1,041,713
----------------------------------------------------------------------------------------------------------------
</TABLE>
Net proceeds from the Company's Common Share offerings are contributed by
the Company to the Operating Partnership in return for an increased ownership
percentage and are treated as capital transactions in the Company's Consolidated
Financial Statements. As a result, the net offering proceeds are allocated
between shareholders' equity and the equity position of the limited partners of
the Operating Partnership (collectively, the "Minority Interests") (to the
extent represented by OP Units), to account for the change in their respective
percentage ownership of the underlying equity of the Operating Partnership.
F-18
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The following table summarizes the distributions paid to Preferred Share
and Depositary Share holders related to the year ended December 31, 1998:
<TABLE>
<CAPTION>
For the
Dividend Amount Date Paid Quarter or Period ended Record Date
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Preferred
Share holders $0.5859380 04/15/98 03/31/98 03/27/98
0.5859370 07/15/98 06/30/98 06/26/98
0.5859380 10/15/98 09/30/98 09/16/98
0.5859370 01/15/99 12/31/98 12/20/98
Series B Depositary
Share holders $0.5703130 04/15/98 03/31/98 03/27/98
0.5703120 07/15/98 06/30/98 06/26/98
0.5703130 10/15/98 09/30/98 09/16/98
0.5703120 01/15/99 12/31/98 12/20/98
Series C Depositary
Share holders $0.5703130 04/15/98 03/31/98 03/27/98
0.5703120 07/15/98 06/30/98 06/26/98
0.5703130 10/15/98 09/30/98 09/16/98
0.5703120 01/15/99 12/31/98 12/20/98
Series D Depositary
Share holders $0.5375000 04/15/98 03/31/98 03/27/98
0.5375000 07/15/98 06/30/98 06/26/98
0.5375000 10/15/98 09/30/98 09/16/98
0.5375000 01/15/99 12/31/98 12/20/98
Series E Preferred
Share holders $0.4375000 04/01/98 03/31/98 03/13/98
0.4375000 07/01/98 06/30/98 06/15/98
0.4375000 10/01/98 09/30/98 09/16/98
0.4375000 01/04/99 12/31/98 12/20/98
Series F Preferred
Share holders $0.6031250 04/15/98 03/31/98 03/27/98
0.6031250 07/15/98 06/30/98 06/26/98
0.6031250 10/15/98 09/30/98 09/16/98
0.6031250 01/15/99 12/31/98 12/20/98
Series G Depositary
Share holders $0.4531250 04/15/98 03/31/98 03/27/98
0.4531250 07/15/98 06/30/98 06/26/98
0.4531250 10/15/98 09/30/98 09/16/98
0.4531250 01/15/99 12/31/98 12/20/98
Series H Preferred
Share holders $0.4375000 12/31/98 12/31/98 12/20/98
Series I Preferred
Share holders $0.5512500 12/31/98 12/31/98 12/20/98
Series J Preferred
Share holders $0.5375000 12/31/98 12/31/98 12/20/98
Series K Preferred
Share holders $1.0362500 12/31/98 12/31/98 12/20/98
Series L Preferred
Share holders $0.4765625 12/31/98 12/31/98 12/20/98
</TABLE>
F-19
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Real estate assets and depreciation
Real Estate is recorded at cost less accumulated depreciation less an
adjustment, if any, for impairment.
For rental properties to be disposed of, an impairment loss is recognized
when the fair value of the real estate, less the estimated cost to sell, is less
than the carrying amount of the real estate measured at the time the Company has
a commitment to sell the property and/or is actively marketing the property for
sale. Real estate to be disposed of is reported at the lower of its carrying
amount or its estimated fair value, less its cost to sell. Depreciation is not
recorded during the period in which assets are held for disposal.
Depreciation is computed on a straight-line basis over the estimated useful
lives of the assets. The Company uses a 30-year estimated life for buildings, a
ten-year estimated life for land improvements and up to a seven-year estimated
life for furniture, fixtures and equipment. Expenditures for ordinary
maintenance and repairs are expensed to operations as incurred and significant
renovations and improvements that improve and/or extend the useful life of the
asset are capitalized over their estimated useful life. Initial direct leasing
costs are expensed as incurred and such expense approximates the deferral and
amortization of initial direct leasing costs over the lease terms. Property
sales or dispositions are recorded when title transfers and sufficient
consideration has been received by the Company. Upon disposition, the related
costs and accumulated deprecation are removed from the respective accounts. Any
gain or loss on sale or disposition is recognized in accordance with generally
accepted accounting principles.
The Company classifies Properties under development and/or expansion and
lease-up properties as construction-in-progress until construction on the
apartment community has been completed and all certificates of occupancy permits
have been obtained. The Company also classifies land relating to construction-
in-progress as land on its balance sheet. Land associated with construction-in-
progress was $19.4 million and $8.3 million as of December 31, 1998 and 1997,
respectively.
(b) Cash and Cash Equivalents
The Company considers all demand deposits, money market accounts and
investments in certificates of deposit and repurchase agreements purchased with
a maturity of three months or less, at the date of purchase, to be cash
equivalents. The Company maintains its cash and cash equivalents at financial
institutions. The combined account balances at each institution periodically
exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage,
and, as a result, there is a concentration of credit risk related to amounts on
deposit in excess of FDIC insurance coverage. The Company believes that the
risk is not significant, as the Company does not anticipate their non-
performance.
(c) Deferred Financing Costs
Deferred financing costs include fees and costs incurred to obtain the
Company's lines of credit, long-term financing and costs for certain interest
rate protection agreements. These costs are amortized over the terms of the
related debt. Unamortized financing costs are written-off when debt is retired
before the maturity date. The accumulated amortization of such deferred
financing costs was $8.2 million and $4.2 million at December 31, 1998 and 1997,
respectively.
F-20
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(d) Interest Rate Protection Agreements
The Company from time to time enters into interest rate protection
agreements to effectively convert floating rate debt to a fixed rate basis, as
well as to hedge anticipated financing transactions. Net amounts paid or
received under these agreements are recognized as an adjustment to interest
expense when such amounts are incurred or earned. Settlement amounts paid or
received in connection with terminated interest rate protection agreements are
deferred and amortized over the remaining term of the related financing
transaction on the straight-line method. The Company believes it has limited
exposure to the extent of non-performance by the counterparties of each
protection agreement since each counterparty is a major U.S. financial
institution, and the Company does not anticipate their non-performance.
(e) Derivative Instruments and Hedging Activities
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("Statement No. 133"). Statement No. 133
requires recording all derivative instruments as assets or liabilities, measured
at fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives will either be offset against
the change in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's
change in fair value will be immediately recognized in earnings. Statement No.
133 is effective for fiscal years beginning after June 15, 1999. The Company is
planning to adopt Statement No. 133 effective January 1, 2000 and does not
anticipate that the adoption will have a material impact on the Company's
financial condition and results of operations.
(f) Fair Value of Financial Instruments
The fair values of the Company's financial instruments, including cash and
cash equivalents, and mortgage notes payable, other notes payable, lines of
credit and other financial instruments, approximate their carrying or contract
values. With respect to the Company's investment in mortgage notes, the fair
value as of December 31, 1998 and 1997 was estimated to be approximately $91.8
million and $184.8 million, respectively, compared to the Company's carrying
value of $88 million and $176.1 million, respectively. The estimated fair value
of the Company's investment in mortgage notes represents the estimated net
present value based on the expected future property level cash flows and an
estimated current market discount rate.
(g) Revenue Recognition
Rental income attributable to leases is recorded when due from tenants and
is recognized monthly as it is earned, which is not materially different than on
a straight-line basis. Interest income is recorded on an accrual basis.
(h) Lease Agreements
The majority of the leases entered into between a tenant and a Property for
the rental of an apartment unit are year-to-year, renewable upon consent of both
parties on a year-to-year or month-to-month basis.
F-21
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(i) Income Taxes
Due to the structure of the Company as a REIT and the nature of the
operations of the Properties and Management Business, the results of operations
contain no provision for Federal income taxes. However, the Company is subject
to certain state and local income, excise or franchise taxes. The aggregate
cost of land and depreciable property for Federal income tax purposes as of
December 31, 1998 and 1997 was approximately $9.1 billion and $6.2 billion,
respectively.
(j) Minority Interests
Net income is allocated to the Minority Interests based on their respective
ownership percentage of the Operating Partnership. Ownership percentage is
represented by dividing the number of OP Units held by the Minority Interests by
the total OP Units held by Minority Interests and EQR. Issuance of additional
Common Shares or OP Units changes the ownership interests of both the Minority
Interests and EQR. Such transactions and the proceeds therefrom are treated as
capital transactions and result in an allocation between shareholders' equity
and Minority Interests to account for the change in the respective percentage
ownership of the underlying equity of the Operating Partnership.
(k) Use of Estimates
In preparation of the Company's financial statements in conformity with
generally accepted accounting principles, management makes estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
(l) Reportable Segments
During the fourth quarter of 1998, the Company adopted Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information ("Statement No. 131"). Statement No. 131
superseded FASB Statement of Financial Accounting Standards No. 14, Financial
Reporting for Segments of a Business Enterprise ("Statement No. 14"). Statement
No. 131 establishes standards for the way that public business enterprises
report information regarding reportable operating segments. The adoption of
Statement No. 131 did not affect the Company's results of operations or
financial position.
The Company has one primary reportable business segment, which consists of
investment in rental real estate. The Company's primary business is owning,
managing and operating multifamily residential properties which includes the
generation of rental and other related income through the leasing of apartment
units to tenants. The Company also has a segment for corporate level activity
including such items as interest income earned on short-term investments,
interest income earned on investment in mortgage notes, general and
administrative expenses, and interest expense on mortgage notes payable and
unsecured note issuances. In addition, the Company has a segment for third
party management activity that is immaterial and does not meet the threshold
requirements of Statement No. 131 as a reportable segment.
The Company evaluates performance and allocates resources primarily
based on the rental and other income generated from each property less property
and maintenance expenses, real estate taxes and insurance, and property
management expenses, which is considered net operating income ("NOI"). However,
all other segment measurements are disclosed in the Company's consolidated
financial statements, and accordingly the accounting policies of the reportable
segments are the same as those described elsewhere in the Summary of Significant
Accounting Policies.
The Company also considers funds from operations ("FFO") to be a primary
measure of the performance of real estate companies including an equity REIT.
The Company believes that FFO is helpful to investors as a measure of the
performance of an equity REIT because, along with cash flows from operating
activities, financing activities and investing activities, it provides investors
an
F-22
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
understanding of the ability of the Company to incur and service debt and to
make capital expenditures. FFO in and of itself does not represent cash
generated from operating activities in accordance with generally accepted
accounting principles ("GAAP") and therefore should not be considered an
alternative to net income as an indication of the Company's performance or to
net cash flows from operating activities as determined by GAAP as a measure of
liquidity and is not necessarily indicative of cash available to fund cash
needs. The Company's calculation of FFO represents net income available to
Common Shares, excluding gains on dispositions of properties, gains on early
extinguishment of debt, and write-off of unamortized costs on refinanced debt,
plus depreciation on real estate assets, income allocated to Minority Interests
and amortization of deferred financing costs related to the predecessor
business. The Company's calculation of FFO may differ from the methodology for
calculating FFO utilized by other REIT's and, accordingly, may not be comparable
to such other REIT's.
All revenues are from external customers and no revenues are generated
from transactions with other segments. There are no tenants who contributed 10%
or more of the Company's total revenues during 1998, 1997 or 1996. Interest
expense on debt is not allocated to individual Properties, even if the
Properties secure such debt. Further, minority interest in consolidated
subsidiaries is not allocated to the Properties. There is no provision for
income taxes as the Company is organized as a REIT under the Internal Revenue
Code.
6. REAL ESTATE
The following table summarizes the carrying amounts for investment in
real estate as of December 31, 1998 and 1997 (Amounts are in thousands):
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
1998 1997
------------------------------------------------------------------------------------
<S> <C> <C>
Land $ 1,326,148 $ 791,980
Buildings and Improvements 9,186,220 6,060,779
Furniture, Fixtures and Equipment 333,359 232,636
Construction in Progress 96,336 36,040
------------------------------------------------------------------------------------
Real Estate 10,942,063 7,121,435
Accumulated Depreciation (718,491) (444,762)
------------------------------------------------------------------------------------
Real Estate, net $10,223,572 $6,676,673
------------------------------------------------------------------------------------
</TABLE>
F-23
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The following table summarizes the carrying amounts for the real estate held for
disposition as of December 31, 1998 and 1997 (Amounts are in thousands):
<TABLE>
<CAPTION>
------------------------------------------------------------------------
1998 1997
------------------------------------------------------------------------
<S> <C> <C>
Land $ 4,189 $ --
Buildings and Improvements 35,620 --
Furniture, Fixtures and Equipment 4,389 --
Construction in Progress -- --
------------------------------------------------------------------------
Real Estate 44,198 --
Accumulated Depreciation (14,312) --
------------------------------------------------------------------------
Real Estate Held for Disposition $ 29,886 $ --
------------------------------------------------------------------------
</TABLE>
In addition to the MRY Merger, during the year ended December 31, 1998,
the Company acquired the 99 Properties listed below, of which 96 were acquired
from unaffiliated third parties and 3 were acquired from an affiliated party. In
connection with certain of the acquisitions listed below, the Company assumed
and/or entered into mortgage indebtedness of approximately $459.8 million,
issued OP Units having a value of approximately $165 million and issued Junior
Convertible Preference Units having a value of approximately $4.8 million. The
cash portion of these transactions was funded primarily from proceeds raised
from the various capital transactions as discussed in Note 4 of the Notes to
Consolidated Financial Statements, the various debt offerings as discussed in
Note 13 of the Notes to Consolidated Financial Statements, the Company's line of
credit, proceeds received from the disposition of certain Properties and working
capital.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Total
Date Number Acquisition
Acquired Property Location of Units Cost (in thousands)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
01/07/98 Cityscape St. Louis Park, MN 156 $12,469
01/09/98 740 River Drive St. Paul, MN 162 13,181
01/13/98 Prospect Towers Hackensack, NJ 157 36,399
01/16/98 Park Place Houston, TX 229 13,612
01/16/98 Park Westend Richmond, VA 312 13,453
01/29/98 Emerald Bay at Winter Park Winter Park, FL 432 15,984
02/05/98 Farnham Park Houston, TX 216 15,811
02/25/98 Plantation Houston, TX 232 10,322
02/27/98 Balcones Club Austin, TX 312 12,556
03/02/98 Coach Lantern Scarborough, ME 90 4,917
03/02/98 Foxcroft Scarborough, ME 104 5,094
03/02/98 Yarmouth Woods Yarmouth, ME 138 6,862
03/20/98 Rolido Parque Houston, TX 369 11,070
03/26/98 The Fairfield Stamford, CT 263 46,018
03/26/98 Trails of Valley Ranch Irving, TX 216 10,868
04/01/98 Sonterra at Foothill Ranch Foothill Ranch, CA 300 31,590
04/01/98 Harbor Pointe Milwaukee, WI 595 25,566
04/01/98 Gates at Carlson Center Minnetonka, MN 435 28,296
04/01/98 GlenGarry Club Bloomingdale, IL 250 19,278
04/01/98 Plum Tree I II III Hales Corners, WI 332 22,466
04/01/98 Ravinia Greenfield, WI 206 13,445
---------------------------------------------------------------------------------------------------------------
</TABLE>
F-24
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Total
Date Number Acquisition
Acquired Property Location of Units Cost (in thousands)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
04/01/98 The Woodlands of Brookfield Brookfield, WI 148 15,572
04/07/98 Vista Pointe at the Valley Irving, TX 231 19,167
04/23/98 Emerson Place Boston, MA 462 72,520
05/13/98 Sierra Canyon Santa Clarita, CA 232 16,465
05/14/98 Northridge Pleasant Hill, CA 221 20,329
05/22/98 The Arboretum Canton, MA 156 15,721
05/28/98 Woodridge Eagan, MN 200 12,097
05/28/98 Townhomes of Meadowbrook Auburn Hills, MI 230 13,851
06/01/98 Brookside Boulder, CO 144 13,811
06/10/98 The Greystone Atlanta, GA 150 7,501
06/11/98 Coconut Palm Club Coconut Creek, FL 300 20,782
06/11/98 Portside Towers Jersey City, NJ 527 119,302
06/16/98 Defoor Village Atlanta, GA 156 13,543
06/16/98 Plantation Ridge Marietta, GA 454 23,652
06/18/98 Wynbrook Norcross, GA 318 13,643
06/24/98 Cross Creek Matthews, NC 420 23,530
06/26/98 Copper Hill Bedford, TX 204 7,068
06/26/98 Walker's Mark Dallas, TX 164 7,055
06/26/98 Royal Crest Estates Waterbury, CT 156 7,350
06/26/98 Tyrone Gardens Randolph, MA 165 10,771
07/01/98 Trowbridge Atlanta, GA 210 12,033
07/01/98 Bellevue Meadows Bellevue, WA 180 17,153
07/01/98 Chelsea Square Redmond, WA 113 12,733
07/01/98 Olde Redmond Place Redmond, WA 192 18,985
07/01/98 Surry Downs Bellevue, WA 122 10,948
07/01/98 Woodlake Kirkland, WA 288 23,476
07/01/98 Bramblewood San Jose, CA 108 14,883
07/01/98 Creekside San Mateo, CA 192 30,890
07/01/98 Grandview I & II Las Vegas, NV 456 18,040
07/01/98 Lincoln Green I & II Sunnyvale, CA 174 27,586
07/01/98 Lincoln Village I & II Larkspur, CA 342 48,637
07/01/98 Mountain Shadows Las Vegas, NV 300 9,413
07/01/98 Parkside Union City, CA 208 18,399
07/01/98 Summerwood Hayward, CA 162 11,857
07/01/98 Timberwood Aurora, CO 336 16,354
07/01/98 Turf Club Littleton, CO 324 17,921
07/01/98 Willowick Aurora, CO 100 4,734
07/01/98 Woodleaf Campbell, CA 178 25,605
07/08/98 Parkcrest Southfield, MI 210 11,704
07/08/98 Broadway Garland, TX 288 9,334
07/08/98 Cedar Ridge Townhomes Arlington, TX 121 4,865
07/08/98 Fielder Crossing Arlington, TX 119 4,668
07/08/98 Lakeshore at Preston Plano, TX 302 18,584
07/08/98 Lakewood Greens Dallas, TX 252 11,085
07/08/98 River Park Fort Worth, TX 280 11,107
---------------------------------------------------------------------------------------------------------------
</TABLE>
F-25
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Total
Date Number Acquisition
Acquired Property Location of Units Cost (in thousands)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
07/08/98 Villas of Josey Ranch Carrollton, TX 198 8,877
07/08/98 Wimbledon Oaks Arlington, TX 248 10,359
07/08/98 Pleasant Ridge Arlington, TX 63 2,451
07/08/98 Sandstone Euless, TX 40 1,846
07/09/98 Woodridge I Aurora, CO 212 8,693
07/09/98 Woodridge II Aurora, CO 116 4,756
07/09/98 Woodridge III Aurora, CO 256 10,497
07/09/98 Southwood Palo Alto, CA 99 21,340
07/10/98 Martins Landing Roswell, GA 300 17,809
07/10/98 The Lakes at Vinings Atlanta, GA 464 28,370
07/14/98 Summer Creek Plymouth, MN 72 4,467
07/15/98 Patchen Oaks Lexington, KY 192 9,541
07/15/98 Lexington Village Alpharetta, GA 352 24,607
07/15/98 Overlook Manor I Frederick, MD 108 5,236
07/15/98 Overlook Manor II Frederick, MD 182 8,491
07/15/98 Overlook Manor III Frederick, MD 64 4,063
07/15/98 Brookside II Frederick, MD 204 9,494
07/16/98 Coachman Trails Plymouth, MN 154 10,807
07/21/98 Colony Woods Birmingham, AL 414 23,504
07/22/98 Arbors at Century Center Memphis, TN 420 17,821
07/31/98 Briarwood Sunnyvale, CA 192 32,273
07/31/98 Skylark Union City, CA 174 18,389
07/31/98 Greenhaven Union City, CA 250 22,727
07/31/98 Alderwood Park Lynnwood , WA 188 11,914
08/05/98 Fernbrook Townhomes Plymouth, MN 72 7,255
08/14/98 North Creek Everett, WA 264 16,436
08/21/98 Esprit Del Sol Solana Beach, CA 146 17,054
09/25/98 Smoketree Polo Club Indio, CA 288 7,846
09/29/98 Georgian Woods I Wheaton, MD 97 5,751
09/29/98 Georgian Woods III Wheaton, MD 102 6,021
12/01/98 Portland Center Portland, OR 525 49,597
12/11/98 Hall Place Quincy, MA 90 8,267
12/22/98 Scarborough Square Rockville, MD 121 9,026
---------------------------------------------------------------------------------------------------------------
22,768 $1,679,566
---------------------------------------------------------------------------------------------------------------
</TABLE>
During 1997, the Company acquired 124 Properties, excluding the Wellsford
Merger and the EWR Merger, for a total acquisition cost of $1.98 billion.
Each Property was purchased from an unaffiliated third party, except for 12 of
the Properties, which were purchased from certain affiliates of the Company,
including Zell/Merrill Lynch Real Estate Opportunity Partners Limited
Partnership ("Zell/Merrill I") and subsidiaries of Zell/Merrill Lynch Real
Estate Opportunity Partners Limited Partnership II ("Zell/Merrill II"). The
total purchase price for the Properties acquired from Zell/Merrill I and
Zell/Merrill II was approximately $162.2 million. In connection with these
acquisitions, the Company assumed mortgage indebtedness of approximately $597.2
million and issued OP Units and Common Shares having a value of approximately
$191.3 million.
F-26
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
7. INVESTMENT IN LIMITED PARTNERSHIPS
In December 1997, the Company entered into a joint venture agreement with a
multifamily residential real estate developer whereby the Company will make
investments in limited partnerships to fund a portion of the total project
development cost of new multifamily developments in certain of the Company's
target markets (the "Joint Venture Agreement"). During the years ended December
31, 1998 and 1997, the Company has funded approximately $23.9 million and $6.9
million, respectively, in connection with this agreement. The amounts invested
are included in other assets on the balance sheet. For additional information
see Notes 15 and 20.
8. REAL ESTATE DISPOSITIONS
During 1998, the Company disposed of the properties listed below. Each
property was sold to an unaffiliated third party. The Company recognized a net
gain of approximately $21.7 million on the disposition of these twenty
Properties.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Disposition
Date Number Price (in
Disposed Property Location Of Units thousands)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
03/12/98 Mountain Brook/Ridgemont Chattanooga, TN 506 $16,700
05/01/98 The Place Fort Myers, FL 230 8,500
05/15/98 Terraces at Peachtree Atlanta, GA 96 7,225
06/02/98 Stonelake Club Ocala, FL 240 8,680
07/31/98 Country Club I & II Silver Springs, MD 376 20,750
09/04/98 Miramonte Scottsdale, AZ 151 9,500
09/30/98 Gold Pointe Tacoma, WA 84 5,700
10/06/98 Windridge Lakewood, WA 80 3,400
10/07/98 Augusta Oklahoma City, OK 197 8,536
10/07/98 Heritage Park Oklahoma City, OK 452 12,996
10/07/98 Invitational Oklahoma City, OK 344 11,299
10/07/98 Raindance Oklahoma City, OK 504 11,214
10/07/98 Windrush Oklahoma City, OK 160 5,805
10/29/98 Newport Cove Henderson, NV 140 8,485
12/09/98 Eastland on the Lake Columbus, OH 376 7,400
12/10/98 Mountain Shadows Las Vegas, NV 300 10,125
12/14/98 Marina Club Fort Worth, TX 387 13,802
12/14/98 Whitedove Point Kent, WA 96 6,916
----------------------------------------------------------------------------------------------------------------
4,719 $177,033
----------------------------------------------------------------------------------------------------------------
</TABLE>
During 1997, the Company received sales proceeds of $36.5 million and
recognized a total gain of approximately $13.8 million on the disposition of
seven Properties, the portion of one Property and a vacant land parcel.
9. CALCULATION OF NET INCOME PER WEIGHTED AVERAGE COMMON SHARE
The following tables sets forth the computation of net income per weighted
average Common Share outstanding and net income per weighted average Common
Share outstanding - assuming dilution.
F-27
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1998 1997 1996
------------------------------------------------------
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
NUMERATOR:
Income before gain on disposition of properties, net,
extraordinary item, allocation of income to
Minority Interests and preferred distributions $ 255,032 $ 176,014 $ 97,033
Allocation of income to Minority Interests (18,529) (13,260) (14,299)
Distributions to preferred shareholders (92,917) (59,012) (29,015)
------------ ------------ ----------
Income before gain on disposition of properties, net and
extraordinary item 143,586 103,742 53,719
Gain on disposition of properties, net 21,703 13,838 22,402
Extraordinary item - - (3,512)
------------ ------------ ----------
Numerator for net income per weighted average
Common Share outstanding 165,289 117,580 72,609
Effect of dilutive securities:
Allocation of income to Minority Interests 18,529 13,260 14,299
------------ ------------ ----------
Numerator for net income per weighted average
Common Share outstanding - assuming dilution $ 183,818 $ 130,840 $ 86,908
============ ============ ==========
DENOMINATOR:
Denominator for net income per weighted
average Common Share outstanding 100,370 65,729 42,586
Effect of dilutive securities:
Contingent incremental employee share options 865 1,099 412
OP Units 11,343 7,453 8,104
------------ ------------ ----------
Denominator for net income per weighted average
Common Share outstanding - assuming dilution 112,578 74,281 51,102
============ ============ ==========
Net income per weighted average Common
Share outstanding $ 1.65 $ 1.79 $ 1.70
============ ============ ==========
Net income per weighted average Common
Share outstanding - assuming dilution $ 1.63 $ 1.76 $ 1.69
============ ============= ==========
</TABLE>
F-28
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1998 1997 1996
------------------------------------------------
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
NET INCOME PER WEIGHTED AVERAGE COMMON SHARE
OUTSTANDING:
Income before gain on disposition of properties, net and
extraordinary item per weighted average Common Share
outstanding $ 1.43 $ 1.58 $ 1.26
Gain on disposition of properties, net 0.22 0.21 0.52
Extraordinary item - - (0.08)
------ ------ ------
Net income per weighted average Common
Share outstanding $ 1.65 $ 1.79 $ 1.70
====== ====== ======
NET INCOME WEIGHTED AVERAGE COMMON SHARE
OUTSTANDING - ASSUMING DILUTION:
Income before gain on disposition of properties, net and
extraordinary item per weighted average Common Share
outstanding - assuming dilution $ 1.42 $ 1.55 $ 1.25
Gain on disposition of properties, net 0.21 0.21 0.52
Extraordinary item - - (0.08)
------ ------ ------
Net income per weighted average Common
Share outstanding - assuming dilution $ 1.63 $ 1.76 $ 1.69
====== ====== ======
</TABLE>
For additional disclosures regarding the employee share options, see Note 17.
Convertible Preferred Shares that could be converted into 8,739,688 and
2,763,898 weighted shares of Common Shares were outstanding at December 31, 1998
and 1997, respectively, but were not included in the computation of diluted
earnings per share because the effects would be anti-dilutive.
F-29
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
10. INVESTMENT IN MORTGAGE NOTES, NET
In 1995, the Company made an $89 million investment in partnership
interests and subordinated mortgages collateralized by 21 of the Additional
Properties. These 21 Additional Properties consist of 3,896 units, located in
California, Colorado, New Mexico and Oklahoma. This included an $87.1 million
investment in second and third mortgages (net of an original discount of
approximately $12.7 million to their face amount), $1.6 million represented a
one time payment for an interest rate protection agreement and $0.3 million
represented an investment for primarily a 49.5% limited partnership interest in
the title-holding entities. As the Company does not control the general partners
of the title-holding entities and substantially all of the Company's investment
is in second and third mortgages (which are subordinate to first mortgages owned
by third party unaffiliated entities), the $87.1 million investment is accounted
for as an investment in mortgage notes. The $1.6 million payment made for the
interest rate protection agreement is included in deferred financing costs and
is being amortized over the term of the related debt. The investment in limited
partnership interests is accounted for under the equity method and is included
in other assets on the balance sheet.
As of December 31, 1998 and 1997, the second mortgage notes had a combined
principal balance of approximately $21.7 million and $25.5 million,
respectively, and currently accrue interest at a rate of 9.45% per annum,
receive principal amortization from excess cash flow and have a stated maturity
date of December 31, 2019. As of December 31, 1998 and 1997, the third mortgage
notes had a combined principal balance of approximately $71.1 million and $71.1
million, respectively, and currently accrue interest at a rate of 6.15% per
annum, plus up to an additional 3% per annum to the extent of available cash
flow. Contingent interest on the third mortgage notes is recognized to the
extent it is received. The third mortgage notes have a stated maturity of
December 31, 2024. Receipt of principal and interest on the second and third
mortgage notes is subordinated to the receipt of all interest on the first
mortgage notes. With respect to the discount on these notes, the unamortized
balance at December 31, 1998 and 1997 was $6 million and $9 million,
respectively. During 1998, 1997 and 1996, the Company amortized $3 million, $3.1
million and $0.6 million, respectively, which is included in interest income-
investment in mortgage notes in the consolidated statements of operations. This
discount is being amortized utilizing the effective yield method based on the
expected life of the investment.
On April 28, 1997, the Company made an $88 million investment in six
mortgage loans collateralized by five multifamily properties. On April 1, 1998,
the Company purchased these five multifamily Properties and no longer has an
investment in the mortgage loans, but has assumed $50 million in debt in
connection with this acquisition. These five Properties are no longer included
in the Additional Properties, but are now included in the Properties.
11. MORTGAGE NOTES PAYABLE
As of December 31, 1998, the Company had outstanding mortgage indebtedness
of approximately $2.3 billion encumbering 216 of the Properties. The carrying
value of such Properties (net of accumulated depreciation of $250 million) was
approximately $3.8 billion. The mortgage notes payables are generally due in
monthly installments of principal and interest. In connection with the
Properties acquired during the year ended December 31, 1998, including the
effects of the MRY Merger, the Company assumed the outstanding mortgage balances
on 58 Properties in the aggregate amount of $608.9 million, which includes a
premium of approximately $1.5 million recorded in connection with the MRY
Merger.
As of December 31, 1998, scheduled maturities for the Company's outstanding
mortgage indebtedness are at various dates through October 1, 2033. During the
year ended December 31, 1998, the
F-30
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
effective interest cost calculated for all the Company's debt was 7.10%. During
the year ended December 31, 1998, the Company repaid the outstanding mortgage
balances on nine Properties in the aggregate amount of $63.8 million.
Aggregate payments of principal on mortgage notes payable for each of the
next five years and thereafter are as follows:
<TABLE>
<CAPTION>
------------------------------------------------------
Year Total
------------------------------------------------------
(in thousands)
<S> <C>
1999 $ 25,489
2000 52,304
2001 249,754
2002 225,221
2003 83,003
Thereafter 1,700,744
Net Unamortized Premiums 4,496
------------------------------------------------------
Total $2,341,011
------------------------------------------------------
</TABLE>
As of December 31, 1997, the Company had outstanding mortgage indebtedness
of approximately $1.6 billion encumbering 152 of the Properties. The carrying
value of such Properties (net of accumulated depreciation of $145.1 million) was
approximately $2.6 billion. The mortgage notes payables are generally due in
monthly installments of principal and interest. In connection with the
Properties acquired during the year ended December 31, 1997, including the
effects of the Mergers, the Company assumed the outstanding mortgage balances on
90 Properties in the aggregate amount of $931 million, which includes a premium
of approximately $3.9 million recorded in connection with the EWR Merger.
During the year ended December 31, 1997, the effective interest cost
calculated for all the Company's debt was 7.5%. During the year ended December
31, 1997, the Company repaid the outstanding mortgage balances on 29 Properties
in the aggregate amount of $113.4 million.
The Company has, from time to time, entered into interest rate protection
agreements (financial instruments) to reduce the potential impact of increases
in interest rates but believes it has limited exposure to the extent of non-
performance by the counterparties of each protection agreement since each
counterparty is a major U.S. financial institution, and the Company does not
anticipate their non-performance. No such financial instrument has been used for
trading purposes.
During 1996 the Company terminated two interest rate protection agreements
that were initially entered into in connection with two mortgage loans with
notional amounts totaling $64.2 million. These two agreements effectively
converted these two mortgage loans to fixed rate instruments based on the London
Interbank Offered Rate ("LIBOR"). Upon the termination of these agreements the
Company received settlement payments of approximately $230,000.
Concurrent with the refinancing of certain tax-exempt bonds and as a
requirement of the credit provider of the bonds, the Financing Partnership,
which owns certain of the Properties, entered into interest rate protection
agreements, which were assigned to the credit provider as additional security.
The Financing Partnership pays interest based on a fixed interest rate and the
counterparty of the agreement pays interest to the Company at a floating rate
that is calculated based on the Public Securities Association Index for
F-31
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
municipal bonds ("PSA Municipal Index"). As of December 31, 1998 and 1997, the
aggregate notional amounts of these agreements were approximately $172.1 million
and $174.3 million, respectively. The fixed interest rates for these agreements
were 4.81%, 4.528% and 4.90%. The termination dates are October 1, 2003,
January 1, 2004 and April 1, 2004.
The Company simultaneously entered into substantially identical reverse
interest rate protection agreements. Under these agreements the Company pays
interest monthly at a floating rate based on the PSA Municipal Index and the
counterparty pays interest to the Company based on a fixed interest rate. As of
December 31, 1998 and 1997, the aggregate notional amount of these agreements
was approximately $172.1 million and $174.3 million, respectively. The fixed
interest rates received by the Company in exchange for paying interest based on
the PSA Municipal Index for these agreements were 4.74%, 4.458% and 4.83%. The
termination dates are October 1, 2003, January 1, 2004 and April 1, 2004.
Collectively, these agreements effectively cost the Company 0.07% per annum on
the current outstanding aggregate notional amount.
The Company also has an interest rate swap agreement for a notional amount
of $228 million, for which it will receive payments if the PSA index exceeds
5.75%, that terminates on December 1, 1999. Any payments by the counterparty
under this agreement have been collaterally assigned to the provider of certain
sureties related to the tax-exempt bonds secured by certain of its Properties.
The Company has no payment obligations to the counterparty with respect to this
agreement.
In May 1998, the Company entered into an interest rate protection agreement
to effectively fix the interest rate cost of the Evans Withycombe Financing
Limited Partnership indebtedness to within a range of 5.6% to 6.0% upon its
refinancing. The agreement was for a notional amount of $131 million with a
settlement date of August 2001. There was no initial cost to the Company for
entering into this agreement.
In August 1998, the Company entered into an interest rate protection
agreement to effectively fix the interest rate cost of the Company's planned
financing in the fourth quarter of 1998. This agreement was cancelled in
November at a cost of approximately $3.7 million. This cost is being amortized
over the life of the financing for the fifteen previously unencumbered
Properties that occurred in November 1998.
In August 1998, the Company entered into an interest rate swap agreement
that fixed the Company's interest rate risk on a portion of the Operating
Partnership's variable rate tax-exempt bond indebtedness at a rate of 3.65125%.
This agreement was for a notional amount of $150 million with a termination date
of August 2003.
In August 1998, the Company entered into an interest rate swap agreement
that fixed the Company's interest rate risk on a portion of the Operating
Partnership's variable rate tax-exempt bond indebtedness at a rate of 3.683%.
This agreement was for a notional amount of $150 million with a termination date
of August 2005.
The Company believes that it has limited exposure to the extent of non-
performance by the counterparties of the agreements, mentioned in the previous
paragraphs, since each counterparty is a major U.S. financial institution, and
the Company does not anticipate their non-performance.
The fair value of these instruments, discussed above, as of December 31,
1998 approximates their carrying or contract values.
F-32
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
12. LINES OF CREDIT
The Company has a revolving credit facility with Morgan Guaranty Trust
Company of New York ("Morgan Guaranty") and Bank of America Illinois ("Bank of
America") as co-agents to provide the Operating Partnership with potential
borrowings of up to $500 million. This credit facility matures in November 1999
and borrowings generally will bear interest at a per annum rate of one, two,
three or six month LIBOR, plus a certain spread dependent upon the Company's
credit rating, which spread is currently at 0.45%, and is subject to an annual
facility fee of $750,000. As of December 31, 1998 and 1997, $245 million and
$235 million of borrowings were outstanding on this credit facility, bearing
interest at a weighted average rate of 6.04% and 6.46%, respectively.
In connection with the MRY Merger, the Company assumed an additional
credit facility with First Union Bank (as agent) with potential borrowings of up
to $120 million. This revolving credit facility matures in September 2000 and
borrowings generally will bear interest at a per annum rate of LIBOR, plus a
certain spread dependent upon the Company's credit rating, which spread is
currently at 0.50%, and is subject to an annual facility fee of $120,000. As of
December 31, 1998, $45 million was outstanding under this facility, bearing
interest at a weighted average rate of 5.74%.
13. NOTES
On May 16, 1994, the Operating Partnership issued $125 million of unsecured
senior notes (the "1999 Notes") in a private placement (the "Debt Offering") to
qualified institutional buyers. The 1999 Notes were issued at a discount, which
is being amortized over the life of the 1999 Notes on a straight-line basis. As
of December 31, 1998 and 1997, the unamortized discount balance was $65,156 and
$0.2 million, respectively. The 1999 Notes are due May 15, 1999 and bear
interest at a rate of 8.5%, which is payable semiannually in arrears on May 15
and November 15. In February 1996 the Company entered into an interest rate
protection agreement that hedged the interest rate risk of the 1999 Notes by
locking the effective four-year Treasury Rate, commencing May 15, 1999. There
was no current cost to the Company for entering into this agreement.
In December 1994, the Operating Partnership registered $500 million in debt
securities pursuant to a debt shelf registration statement (the "Debt Shelf
Registration") of which $100 million of unsecured floating rate notes (the
"Floating Rate Notes") were issued by the Operating Partnership on December 22,
1994 (the "Public Debt Offering"). The Floating Rate Notes were repaid at
maturity on December 22, 1997.
In April 1995, the Operating Partnership issued $125 million of unsecured
fixed rate notes (the "2002 Notes") in a public debt offering (the "Second
Public Debt Offering"). The 2002 Notes were issued at a discount, which is
being amortized over the life of the 2002 Notes on a straight-line basis. As of
December 31, 1998 and 1997, the unamortized discount balance was approximately
$0.5 million and $0.6 million, respectively. The 2002 Notes are due on April
15, 2002 and bear interest at 7.95%, which is payable semiannually on each
October 15 and April 15. Prior to the issuance of the 2002 Notes, the Operating
Partnership entered into an interest rate protection agreement to effectively
fix the interest rate cost of such issuance. The Operating Partnership made a
one-time settlement payment of this protection transaction, which was
approximately $0.8 million and is being amortized over the term of the 2002
Notes on a straight-line basis. As of December 31, 1998 and 1997, the
unamortized balance of this cost was approximately $0.4 million and $0.5
million, respectively.
F-33
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
In August 1996, the Operating Partnership issued $150 million of unsecured
fixed rate notes (the "2026 Notes") in a public debt offering (the "Third Public
Debt Offering"). The 2026 Notes are due on August 15, 2026 and bear interest at
7.57%, which is payable semiannually in arrears on February 15 and August 15,
commencing February 15, 1997. The 2026 Notes are redeemable at any time after
August 15, 2006 by the Operating Partnership pursuant to the terms thereof.
Prior to the issuance of the 2026 Notes, the Company entered into an interest
rate protection agreement to effectively fix the interest rate cost of this
issuance to 7.5%. The Operating Partnership received a one-time settlement
payment from this transaction, which was approximately $0.6 million, which
amount is being amortized over ten years on a straight-line basis. As of
December 31, 1998 and 1997, the unamortized balance was approximately $0.4
million and $0.5 million, respectively.
In October 1997, the Operating Partnership issued $150 million of unsecured
fixed rate notes (the "2017 Notes") in a public debt offering (the "Fourth
Public Debt Offering"). The 2017 Notes were issued at a discount, which is
being amortized over the life of the 2017 Notes on a straight-line basis. As of
December 31, 1998 and 1997, the unamortized discount balance was approximately
$1.2 million and $1.2 million, respectively. The 2017 Notes are due on October
15, 2017 and bear interest at 7.125%, which is payable semiannually in arrears
on April 15 and October 15, commencing April 15, 1998. The 2017 Notes are
redeemable at any time by the Operating Partnership pursuant to the terms
thereof.
In November 1997, the Operating Partnership issued $200 million of
unsecured fixed rate notes in a public debt offering (the "Fifth Public Debt
Offering"). Of the $200 million issued, $150 million of these notes are due
November 15, 2001 (the "2001 Notes") and bear interest at a rate of 6.55%, which
is payable semiannually in arrears on May 15 and November 15, commencing on May
15, 1998. The remaining $50 million of these notes are due November 15, 2003
(the "2003 Notes") and bear interest at a rate of 6.65%, which is payable
semiannually in arrears on May 15 and November 15, commencing on May 15, 1998.
The 2001 Notes were issued at a discount, which is being amortized over the life
of the 2001 Notes on a straight-line basis. As of December 31, 1998 and 1997,
the unamortized discount balance was approximately $0.2 million and $0.3
million, respectively. The 2003 Notes were issued at a discount, which is being
amortized over the life of the 2003 Notes on a straight-line basis. As of
December 31, 1998 and 1997, the unamortized discount balance was approximately
$0.1 million and $0.1 million, respectively. Prior to the issuance of the 2001
and 2003 Notes, the Operating Partnership entered into two interest rate
protection agreements to effectively fix the interest rate costs of such
issuances. The Operating Partnership made a one time settlement payment of each
protection transaction, which was approximately $5 million and $1.7 million,
respectively, which are being amortized over the term of the Notes on a
straight-line basis. As of December 31, 1998 and 1997, the unamortized balance
of these costs were approximately $3.6 million and $4.9 million and $1.4 million
and $1.6 million, respectively.
On February 3, 1998, the Operating Partnership filed a Form S-3
Registration Statement to register $1 billion of debt securities. The SEC
declared this registration statement effective on February 27, 1998.
In April 1998, the Operating Partnership issued $300 million of unsecured
fixed rate notes (the "2015 Notes") in a public debt offering (the "Sixth Public
Debt Offering"). The 2015 Notes were issued at a discount, which is being
amortized over the life of the notes on a straight-line basis. As of December
31, 1998 the unamortized discount balance was approximately $1.8 million. The
2015 Notes are due April 13, 2015. The annual interest rate on the 2015 Notes to
April 13, 2005 (the "Remarketing Date") is 6.63%, which is payable semi-annually
in arrears on October 13 and April 13, commencing October 13, 1998. The 2015
Notes are subject to mandatory tender to the remarketing agent on the
Remarketing Date, at the election of the remarketing dealer and subject to
certain limitations. If the remarketing dealer, initially Salomon Brothers
Inc., does not purchase all tendered 2015 Notes on the Remarketing Date, or in
certain
F-34
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
other limited circumstances, the Operating Partnership will be required to
repurchase the 2015 Notes at 100% of their principal amount plus accrued
interest. If the 2015 Notes are remarketed, the 2015 Notes will bear interest at
the rate determined by the remarketing dealer on and after the Remarketing Date.
The Operating Partnership received approximately $8.1 million from the sale of
the option to remarket the 2015 Notes on the Remarketing Date, which is being
amortized over the term of the 2015 Notes. As of December 31, 1998 the
unamortized balance was approximately $7.8 million. Prior to the issuance of the
2015 Notes, the Operating Partnership entered into an interest rate protection
agreement to effectively fix the interest rate cost of such issuance until the
Remarketing Date. The Operating Partnership received a one-time settlement
payment from this transaction, which was approximately $0.6 million and is being
amortized over seven years. As of December 31, 1998 the unamortized balance was
approximately $0.6 million.
In August 1998, the Operating Partnership issued $100 million of Remarketed
Reset Notes (the "August 2003 Notes") in a public debt offering (the "Seventh
Public Debt Offering"). The August 2003 Notes were issued at a discount, which
is being amortized over the life of the notes on a straight-line basis. As of
December 31, 1998 the unamortized discount balance was approximately $0.3
million. The August 2003 Notes are due August 21, 2003. During the period from
and including August 21, 1998 to but excluding August 23, 1999 (the "Initial
Spread Period") the interest rate on the August 2003 Notes will be reset
quarterly, and will equal LIBOR plus an applicable spread. The spread during
the Initial Spread Period is .45%. After the Initial Spread Period, the
character (i.e. fixed or floating rate) and duration of the interest rate on the
notes and the subsequent spread will be agreed to by the Operating Partnership
and the remarketing underwriter, initially Merrill Lynch, Pierce, Fenner and
Smith, Inc., on each applicable determination date. Beginning August 23, 1999,
the Operating Partnership may elect to redeem the August 2003 Notes on certain
dates and in certain circumstances.
In September 1998, the Operating Partnership issued $145 million of
unsecured fixed rate notes (the "2000 Notes") in a public debt offering (the
"Eighth Public Debt Offering"). The 2000 Notes were issued at a discount, which
is being amortized over the life of the notes on a straight-line basis. As of
December 31, 1998 the unamortized discount balance was approximately $0.5
million. The 2000 Notes are due September 15, 2000. The annual interest rate on
the 2000 Notes is 6.15%, which is payable semi-annually in arrears on March 15
and September 15, commencing March 15, 1999. The Operating Partnership received
net proceeds of approximately $144.5 million in connection with this issuance.
Included in the note balance are four unsecured note issuances assumed in
connection with the Wellsford Merger. These are discussed in the following
three paragraphs.
In January 1995, $100 million of senior unsecured notes due February 1,
2002 (the "2002-A Notes") were issued. The 2002-A Notes bear interest at a rate
of 9.375%, which is payable semiannually in arrears on August 1 and February 1.
In connection with the assumption of the 2002-A Notes, the Company recorded a
premium in the amount of $5.6 million, which is being amortized over the
remaining life of the notes on a straight-line basis. As of December 31, 1998
and 1997, the unamortized premium balance relating to the 2002 -A Notes was
approximately $3.7 million and $4.9 million, respectively.
In August 1995, $125 million of senior unsecured notes were issued. Of the
$125 million issued, $55 million of these notes are due August 15, 2000 (the
"2000 Notes") and bear interest at a rate of 7.25%, which is payable
semiannually in arrears on February 15 and August 15. The remaining $70 million
of these notes are due August 15, 2005 (the "2005 Notes") and bear interest at a
rate of 7.75%, which is payable semiannually in arrears on February 1 and August
1.
F-35
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
In November 1996, $25 million of medium term unsecured floating rate notes
due November 24, 1999 (the "1999-A Notes") were issued. The 1999-A Notes bear
interest at 90 day LIBOR plus 0.32%, which is payable quarterly in arrears on
the 25th day of each February, May, August and November.
Also included in the note balance are two unsecured note issuances assumed
in connection with the EWR Merger. These are discussed in the following two
paragraphs.
In April 1997, $75 million of senior unsecured notes due April 15, 2004
(the "2004 Notes") were issued. The 2004 Notes bear interest at a rate of 7.5%,
which is payable semiannually in arrears on October 15 and April 15. In
connection with the assumption of the 2004 Notes, the Company recorded a premium
in the amount of $1.7 million, which is being amortized over the remaining life
of the notes on a straight-line basis. As of December 31, 1998 and 1997, the
unamortized premium balance relating to the 2004 Notes was approximately $1.5
million and $1.7 million, respectively.
In April 1997, $50 million of senior unsecured notes due April 15, 2007
(the "2007 Notes") were issued. The 2007 Notes bear interest at a rate of
7.625%, which is payable semiannually in arrears on October 15 and April 15. In
connection with the assumption of the 2007 Notes, the Company recorded a premium
in the amount of $1.6 million, which is being amortized over the remaining life
of the notes on a straight-line basis. As of December 31, 1998 and 1997, the
unamortized premium balance relating to the 2007 Notes was approximately $1.4
million and $1.6 million, respectively.
Also included in the note balance are six unsecured note issuances assumed
in connection with the MRY Merger. These are discussed in the following six
paragraphs.
In August 1995, $40 million of senior unsecured notes due October 1, 2002
(the "2002 MRY Notes") were issued. The 2002 MRY Notes bear interest at a rate
of 7.25%, which is payable semiannually in arrears on April 1 and October 1. In
connection with the assumption of the 2002 MRY Notes, the Company recorded a
premium in the amount of $0.5 million, which is being amortized over the
remaining life of the notes on a straight-line basis. As of December 31, 1998,
the unamortized premium balance relating to the 2002 MRY Notes was approximately
$0.5 million.
In November 1995, $40 million of senior unsecured notes due November 1,
2003 (the "2003 MRY Notes") were issued. The 2003 MRY Notes bear interest at a
rate of 6.875%, which is payable semiannually in arrears on May 1 and November
1. In connection with the assumption of the 2003 MRY Notes, the Company recorded
a premium in the amount of $0.3 million, which is being amortized over the
remaining life of the notes on a straight-line basis. As of December 31, 1998,
the unamortized premium balance relating to the 2003 MRY Notes was approximately
$0.3 million.
In November 1995, $40 million of senior unsecured notes due November 1,
2004 (the "2004 MRY Notes") were issued. The 2004 MRY Notes bear interest at a
rate of 6.875%, which is payable semiannually in arrears on May 1 and November
1. In connection with the assumption of the 2004 MRY Notes, the Company recorded
a premium in the amount of $0.2 million, which is being amortized over the
remaining life of the notes on a straight-line basis. As of December 31, 1998,
the unamortized premium balance relating to the 2004 MRY Notes was approximately
$0.2 million.
In June 1995, $120 million of senior unsecured notes due June 15, 2005 (the
"2005 MRY Notes") were issued. The 2005 MRY Notes bear interest at a rate of
7.25%, which is payable semiannually in arrears on June 15 and December 15. In
connection with the assumption of the 2005 MRY Notes, the Company recorded a
premium in the amount of $1.6 million, which is being amortized over the
remaining
F-36
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
life of the notes on a straight-line basis. As of December 31, 1998, the
unamortized premium balance relating to the 2005 MRY Notes was approximately
$1.6 million.
In October 1997, $50 million of senior unsecured notes due October 30, 2006
(the "2006 MRY Notes") were issued. The 2006 MRY Notes bear interest at a rate
of 6.69%, which is payable semiannually in arrears on May 1 and November 1. In
connection with the assumption of the 2006 MRY Notes, the Company recorded a
discount in the amount of $0.4 million, which is being amortized over the
remaining life of the notes on a straight-line basis. As of December 31, 1998,
the unamortized discount balance relating to the 2006 MRY Notes was
approximately $0.4 million.
In July 1997, $50 million of senior unsecured notes due August 1, 2007 (the
"2007 MRY Notes") were issued. The 2007 MRY Notes bear interest at a rate of
6.90%, which is payable semiannually in arrears on February 1 and August 1. In
connection with the assumption of the 2007 MRY Notes, the Company recorded a
discount in the amount of $0.2 million, which is being amortized over the
remaining life of the notes on a straight-line basis. As of December 31, 1998,
the unamortized discount balance relating to the 2007 MRY Notes was
approximately $0.2 million.
In regard to all of the interest rate protection agreements mentioned in
the previous paragraphs, the Company believes that it has limited exposure to
the extent of non-performance by the counterparties of each agreement since each
counterparty is a major U.S. financial institution, and the Company does not
anticipate their non-performance.
14. EMPLOYEE TRANSACTIONS
Douglas Crocker II, President and Chief Executive Officer of the Company,
and three other officers had purchased an aggregate of 190,000 Common Shares at
prices which range from $26 to $31.625 per Common Share. These purchases were
financed by loans made by the Company in the aggregate amount of approximately
$5.3 million. The employee notes accrue interest, payable in arrears, at rates
that range from 6.15% per annum to 7.93% per annum. Scheduled maturities are at
various dates through March 2005. The employee notes are recourse to Mr.
Crocker and the three other officers and are collateralized by pledges of the
190,000 Common Shares purchased.
In addition, as of December 31, 1998, the outstanding principal balance on
additional notes issued to Mr. Crocker and four other officers was approximately
$1.1 million. These notes accrue interest, payable in arrears, at one month
LIBOR plus 2% per annum. Scheduled maturities are at various dates through
March 2003. Subsequent to December 31, 1998, Mr. Crocker paid a principal
installment on his note in the amount of $80,570. The notes are recourse to Mr.
Crocker and the four other officers and are collateralized by pledges of options
and share awards.
Mr. Crocker has a deferred compensation agreement (the "Deferred
Compensation Agreement") which Deferred Compensation Agreement will provide Mr.
Crocker with a salary benefit after his termination of employment with the
Company. If Mr. Crocker's employment is terminated without cause, he would be
entitled to annual deferred compensation for a ten-year period commencing on the
termination date in an amount equal to $500,000 (increased by a CPI index each
year beginning January 1, 1997), multiplied by a percentage equal to 10% per
year since December 31, 1995. In the event Mr. Crocker's employment is
terminated as a result of his death, permanent disability or incapacity, he
would be entitled to a similar amount except the annual percentage would be 15%
and the maximum paid per year would not exceed 100% of his average base salary.
Should Mr. Crocker be terminated for cause or should he choose to leave
voluntarily without good reason, he would not be entitled to any deferred
compensation. The
F-37
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Company recognized approximately $0.3 million, $0.3 million and $0.3 million of
compensation expense for the years ended 1998, 1997 and 1996, respectively,
related to this Deferred Compensation Agreement.
In addition, Gerald Spector, Executive Vice President and Chief Operating
Officer of the Company, entered into a Deferred Compensation Agreement in 1997,
which agreement provides Mr. Spector with a salary benefit after his termination
of employment with the Company. If Mr. Spector's employment is terminated
without cause, he would be entitled to annual deferred compensation for a 15-
year period commencing on the termination date in an amount equal to 75% of his
average annual base compensation (before bonus) for the prior five calendar
years, multiplied by a percentage equal to 6.67% per each year since December
31, 1996. In the event Mr. Spector's employment is terminated as a result of
his death, permanent disability or incapacity, he would be entitled to a similar
amount except that the annual percentage would be 10%, not 6.67%. Should Mr.
Spector be terminated for cause or should he choose to leave voluntarily without
good reason, he would not be entitled to any deferred compensation. The Company
has recognized approximately $0.2 million and $0.2 million of compensation
expense for the years ended 1998 and 1997, respectively, related to this
Deferred Compensation Agreement.
The Board of Trustees also approved a share distributions agreement (the
"Share Distributions Agreement") for Mr. Crocker. On January 18, 1996, Mr.
Crocker was issued options to purchase 100,000 Common Shares at the then current
market price of the Common Shares, which vest over a three-year period and are
effective for ten years. Pursuant to the terms of the Share Distributions
Agreement, upon the exercise of any of these options, Mr. Crocker would be
entitled to an amount equal to the amount of Common Share dividends that
would have been paid on these shares being exercised had he owned these shares
for the period from January 18, 1996 until the date of the exercise of the
options in question. Mr. Crocker's death or termination of employment would not
affect the Share Distributions Agreement. The Company recognized approximately
$0.3 million, $0.2 million and $0.2 million of compensation expense for the
years ended 1998, 1997 and 1996, respectively, related to this Share
Distributions Agreement.
The Company has established a defined contribution plan (the "401(k) Plan")
that provides retirement benefits for employees that meet minimum employment
criteria. The Company contributes 100% of the first 4% of eligible compensation
that a participant contributes to the 401(k) Plan. Participants are vested in
the Company's contributions over five years. The Company made contributions in
the amount of $0.8 million and $1.4 million for the years ended December 31,
1996 and 1997, respectively, and expects to make contributions in the amount of
approximately $2.3 million for the year ended December 31, 1998.
15. DEPOSITS-RESTRICTED
Deposits-restricted as of December 31, 1998 primarily included the
following:
. a deposit in the amount of $20 million held in a third party escrow account
to provide collateral for third party construction financing in connection
with the Joint Venture Agreement;
. approximately $22.2 million held in third party escrow accounts representing
proceeds received in connection with the Company's disposition of four
properties;
F-38
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
. approximately $15.3 million for tenant security and utility deposits for
certain of the Company's Properties; and
. approximately $11.8 million of other deposits.
Deposits-restricted as of December 31, 1997 primarily included the
following:
. a deposit in the amount of $20 million held in a third party escrow account
to provide collateral for third party construction financing in connection
with the Joint Venture Agreement;
. approximately $7.6 million for tenant security and utility deposits for
certain of the Company's Properties; and
. approximately $8.8 million of other deposits.
16. SUMMARIZED PRO FORMA CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
The following Summarized Pro Forma Condensed Statement of Operations has
been prepared as if the following had occurred on January 1, 1998 (as described
in Note 3, Note 4, Note 6, Note 8, Note 11 and Note 13 of Notes to Consolidated
Financial Statements):
. the January 1998 Common Share Offering;
. the February 1998 Common Share Offerings;
. the March 1998 Common Share Offering;
. the April 1998 Common Share Offering;
. the repurchase of Common Shares in August and September 1998;
. the Sixth Public Debt Offering;
. the Seventh Public Debt Offering;
. the Eighth Public Debt Offering;
. the mortgage financing of 15 previously unencumbered Properties for $226
million;
. the acquisition of an additional 99 Properties, including the related
assumption of $459.8 million of mortgage indebtedness, the issuance of Junior
Convertible Preference Units with a value of $4.8 million and the issuance of
OP Units with a value of $165 million;
. the acquisition of the 118 MRY properties, including the related assumption
of $723.5 million of debt, the issuance of Common Shares with a market value
of $1 billion, the assumption of MRY's minority interest with a market value
of $40.2 million, and the redesignation of Preferred Shares with a
liquidation value of $369.1 million;
. the disposition of 20 properties; and
. the repayment of the outstanding mortgage balances on nine properties
totaling $63.8 million.
This would result in 117,174,120 Common Shares outstanding on January 1,
1998. In management's opinion, the Summarized Pro Forma Condensed Statement of
Operations does not purport to present what actual results would have been had
the above transactions occurred on January 1, 1998, or to project results for
any future period. The amounts presented in the following statement are in
thousands except for share amounts:
F-39
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
<TABLE>
<CAPTION>
Summarized Pro Forma
Condensed Statement
Of Operations
For the Twelve Months Ended
December 31, 1998
------------------------------------------------------------- ------------------------------------
<S> <C>
Total Revenues $ 1,616,499
---------
Total Expenses 1,323,525
Pro Forma income before allocation to Minority Interests 292,974
---------
Pro Forma net income 274,589
Preferred distributions 117,535
---------
Pro Forma net income available for Common Shares $ 157,054
=========
Pro Forma net income per Common Share $ 1.34
=========
</TABLE>
17. SHARE OPTION PLAN
Pursuant to the Company's Fourth Amended and Restated 1993 Share Option and
Share Award Plan (the "Fourth Amended Option and Award Plan") officers,
directors, key employees and consultants of the Company may be offered the
opportunity to acquire Common Shares through the grant of share options
("Options") including non-qualified share options ("NQSOs"), incentive share
options ("ISOs") and share appreciation rights ("SARs") or may be granted
restricted or non-restricted shares. Additionally, under the Fourth Amended
Option and Award Plan, certain officers of the Company may be awarded Common
Shares, subject to conditions and restrictions as described in the Fourth
Amended Option and Award Plan. Options and SARs are sometimes referred to herein
as "Awards". As to the Options that have been granted through December 31, 1998,
generally, one-third are exercisable one year after the initial grant, one-third
are exercisable two years following the date such Options were granted and the
remaining one-third are exercisable three years following the date such Options
were granted.
The Company has reserved 8,000,000 Common Shares for issuance under the
Fourth Amended Option and Award Plan. The Options generally are granted at the
fair market value of the Company's Common Shares at the date of grant, vest over
a three year period, are exercisable upon vesting and expire ten years from the
date of grant. The exercise price for all Options under the Fourth Amended
Option and Award Plan shall not be less than the fair market value of the
underlying Common Shares at the time the Option is granted. The Fourth Amended
Option and Award Plan will terminate at such time as no further Common Shares
are available for issuance upon the exercise of Options and all outstanding
Options have expired or been exercised. The Board of Trustees may at any time
amend or terminate the Fourth Amended Option and Award Plan, but termination
will not affect Awards previously granted. Any Options, which had vested prior
to such a termination, would remain exercisable by the holder thereof.
Pursuant to the MRY Merger, the Company assumed MRY's Stock Option and
Incentive Plan. As to the Options that have been granted through October 18,
1998, generally, one-fifth are exercisable one year after the initial grant,
one-fifth are exercisable two years following the date such Options were
granted, one-fifth are exercisable three years following the date such
Options were granted, one-fifth are exercisable four years following the date
such Options were granted and the remaining one-fifth are exercisable five
years following the date such Options were granted.
F-40
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The Company will not issue common shares under the MRY Stock Option
and Incentive Plan. The Options already granted under the plan were assumed with
the original grant dates. The number of original MRY Options and the original
MRY grant prices were converted to the Company's equivalent using a conversion
ratio of 0.54. They will vest over a five-year period, are exercisable upon
vesting and expire ten years from the date of grant. The MRY Stock Option and
Incentive Plan will terminate at such time all outstanding Options have expired
or been exercised. Any Options, which had vested prior to such assumption, would
remain exercisable by the holder thereof.
The Company has elected to apply the provisions of Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB
No. 25"), in the computation of compensation expense. Under APB No. 25's
intrinsic value method, compensation expense is determined by computing the
excess of the market price of the shares over the exercise price on the
measurement date. For the Company's share options, the intrinsic value on the
measurement date (or grant date) is zero, and no compensation expense is
recognized. FASB Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation ("Statement No. 123"), requires the Company to
disclose pro forma net income and income per share as if a fair value based
accounting method had been used in the computation of compensation expense. The
fair value of the options computed under Statement No. 123 would be recognized
over the vesting period of the options. The fair value for the Company's options
was estimated at the time the options were granted using the Black Scholes
option pricing model with the following weighted-average assumptions for 1996,
1997 and 1998, respectively: risk-free interest rates of 6.35%, 6.33% and 5.37%;
dividend yields of 6.98%, 5.32% and 5.98%; volatility factors of the expected
market price of the Company's Common Shares of 0.226, 0.218 and 0.212; and a
weighted-average expected life of the option of seven years.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's Options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its Options.
For purposes of pro forma disclosures, the estimated fair value of the
Options is amortized to expense over the Options' vesting period. The following
is the pro forma information for the three years ended December 31, 1998, 1997
and 1996 (unaudited):
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
1998 1997 1996
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pro forma net income available to
Common Shares $ 155,855 $ 112,482 $ 70,905
Pro forma income per weighted Average
Common Share Outstanding $ 1.55 $ 1.71 $ 1.66
-----------------------------------------------------------------------------------------------------
</TABLE>
The table below summarizes the Option activity of the Fourth Amended
Option and Award Plan and the MRY Stock Option and Incentive Plan for the three
years ended December 31, 1998, 1997 and 1996:
F-41
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
<TABLE>
<CAPTION>
COMMON WEIGHTED AVERAGE
SHARES SUBJECT TO EXERCISE PRICE
OPTIONS OR AWARDS PER COMMON SHARE
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Balance at January 1, 1996 1,359,648 $26.97
Options granted 1,195,962 $30.54
Options cancelled (74,519) $29.00
Options exercised (151,178) $26.64
--------- ------
Balance at December 31, 1996 2,329,913 $28.76
Options granted 2,025,321 $44.00
Options cancelled (68,258) $34.50
Options exercised (180,138) $27.78
--------- ------
Balance at December 31, 1997 4,106,838 $36.22
Options granted 1,962,050 $50.30
MRY Options granted (assumed) 925,830 $38.53
Options cancelled (321,418) $47.19
MRY Options cancelled -- --
Options exercised (194,021) $29.20
MRY Options exercised (237,153) $37.22
-------------------------------------------------------
BALANCE AT DECEMBER 31, 1998 6,242,126 $40.60
========= ======
</TABLE>
As of December 31, 1998, 1997 and 1996, 2,865,214 shares, 1,329,516
shares and 898,075 shares were exercisable, respectively. Exercise prices for
Options outstanding as of December 31, 1998 ranged from $26 to $54.8125.
Expiration dates ranged from July 12, 2003 to October 19, 2008. The remaining
weighted-average contractual life of those Options was 7.85 years. The weighted-
average grant date fair value of Options granted during 1998 was $6.28.
18. EMPLOYEE SHARE PURCHASE PLAN
Under the Company's Employee Share Purchase Plan certain eligible
officers, trustees and employees of the Company may annually acquire up to
$100,000 of Common Shares of the Company. The aggregate number of Common Shares
available under the Employee Share Purchase Plan shall not exceed 1,000,000,
subject to adjustment by the Board of Trustees. The Common Shares may be
purchased quarterly at a price equal to 85% of the lesser of: (a) the closing
price for a share on the last day of such quarter; and (b) the greater of: (i)
the closing price for a share on the first day of such quarter, and (ii) the
average closing price for a share for all the business days in the quarter.
During 1996, the Company issued 39,458 Common Shares at a net price of $30.44
per share. During 1997, the Company issued 84,183 Common Shares at net prices
that ranged from $335.63 per share to $42.08 per share and raised approximately
$3.2 million in connection therewith. During 1998, the Company issued 93,521
Common Shares at net prices that ranged from $35.70 per share to $42.71 per
share and raised approximately $3.7 million in connection therewith.
19. DISTRIBUTION REINVESTMENT AND SHARE PURCHASE PLAN
On November 3, 1997 the Company filed with the SEC a Form S-3
Registration Statement to register 7,000,000 Common Shares pursuant to a
Distribution Reinvestment and Share Purchase Plan. The registration statement
was declared effective on November 25, 1997.
F-42
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
The DRIP Plan of the Company provides holders of record and beneficial
owners of Common Shares, Preferred Shares, and limited partnership interests in
the Operating Partnership with a simple and convenient method of investing cash
distributions in additional Common Shares. Common Shares may also be purchased
on a monthly basis with optional cash payments made by participants in the Plan
and interested new investors, not currently shareholders of the Company, at the
market price of the Common Shares less a discount ranging between 0% and 5% (as
determined in accordance with the DRIP Plan).
20. COMMITMENTS AND CONTINGENCIES
The Company, as an owner of real estate, is subject to various
environmental laws of Federal and local governments. Compliance by the Company
with existing laws has not had a material adverse effect on the Company's
financial condition and results of operations. However, the Company cannot
predict the impact of new or changed laws or regulations on its current
Properties or on properties that it may acquire in the future.
The Company does not believe there is any litigation threatened against the
Company other than routine litigation arising out of the ordinary course of
business, some of which is expected to be covered by liability insurance, none
of which is expected to have a material adverse effect on the consolidated
financial statements of the Company.
In December 1997, the Company entered into a joint venture agreement with a
multifamily residential real estate developer whereby the Company will make
investments in a limited partnership to fund its portion of the project cost.
During 1997 and 1998, the Company funded a total of $6.9 million and $23.9
million, respectively, and during 1999 the Company expects to fund approximately
$74.9 million in connection with this agreement. Subsequent to December 31,
1998, the Company has funded approximately $1 million. In addition, the Company
also funded $20 million to guarantee third party construction financing and is
obligated to fund up to an additional $20 million.
In regards to certain properties that were under development and/or
expansion in 1998, the Company funded $31.6 million. In 1999, the Company
expects to fund $53.9 million related to the continued development and/or
expansion of as many as five Properties.
In regards to certain properties that were under earnout/development
agreements in 1998, no amounts were funded. The Company expects to fund $60.4
million related to three earnout/development projects expected to be finished
during 1999. Subsequent to December 31, 1998, the Company has funded $16.2
million relating to the completion/acquisition of Copper Canyon. In addition,
the Company may be required to fund an additional $1 million earnout payment to
the developer for Copper Canyon if certain specified operation levels are met.
In connection with the Wellsford Merger, the Company has provided a $14.8
million credit enhancement with respect to bonds issued to finance certain
public improvements at a multifamily development project. Pursuant to the terms
of a Stock Purchase Agreement with Wellsford Real Properties, Inc. ("WRP
Newco"), the Company will agree to purchase up to 1,000,000 shares of WRP Newco
Series A Preferred at $25.00 per share over a three-year period ending on May
30, 2000. As of December 31, 1998, no shares of WRP Newco Series A Preferred had
been acquired by the Company.
F-43
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
In connection with the MRY Merger, the Company extended a $25 million, one
year, non-revolving Senior Debt Agreement to MRYP Spinco. At December 31, 1998,
approximately $18.3 million was outstanding, bearing interest at LIBOR plus 250
basis points. The Company has a potential obligation to fund up to an
additional $6.7 million under the Senior Debt Agreement.
The Company has lease agreements with an affiliated party covering office
space occupied by the management offices located in Tampa, Florida (the "Tampa
Office"), Atlanta, Georgia (the "Atlanta Office"); and Chicago, Illinois (the
"Chicago Office"). The Tampa Office agreement expires on October 31, 2001, the
Atlanta Office agreement expires on June 20, 2001 and the Chicago Office
agreement expires on July 11, 2000.
The Company also has six additional lease agreements with unaffiliated
parties covering space occupied by the management offices located in Dallas,
Texas (the "Dallas Office"); Bethesda, Maryland (the "Bethesda Office"); Denver,
Colorado (the "Denver Office"); Seattle, Washington (the "Seattle Office");
Scottsdale, Arizona (the "Scottsdale Office") and Irvine, California (the
"Irvine Office"). The lease agreement for the Dallas Office expires on
September 30, 2005, the lease agreement for the Bethesda Office expires on
February 1, 2004, the lease agreement for the Denver Office expires on December
31, 2002, the lease agreement for the Seattle Office expires on June 30, 2003,
the lease agreement for the Scottsdale Office expires on July 31, 2004 and the
lease agreement for the Irvine Office expires on July 31, 2000.
The Company also has a lease agreement with an affiliated party covering
office space occupied by the corporate headquarters located in Chicago,
Illinois. This agreement, as amended, expires on July 31, 2001. In addition,
commencing June 15, 1998, the Company increased the office space occupied by its
corporate personnel. The lease agreement covering the additional space expires
on December 31, 2004. Subsequent to December 31, 1998, the Company is planning
on increasing its office space again with leasing terms to be determined.
During the years ended December 31, 1998, 1997 and 1996, total rentals,
including a portion of real estate taxes, insurance, repairs and utilities,
aggregated $2,528,150, $1,491,766 and $1,020,311, respectively.
The minimum basic aggregate rental commitment under the above described
leases in years succeeding December 31, 1998 is as follows:
------------------------------
Year Amount
------------------------------
1999 $ 2,689,662
2000 2,764,818
2001 2,515,258
2002 2,238,029
2003 1,979,775
------------------------------
Total $12,187,542
------------------------------
21. TRANSACTIONS WITH RELATED PARTIES
In connection with the Wellsford Merger, Jeffrey Lynford and Edward
Lowenthal (trustees of the Company) each executed a consulting agreement with
the Company. Each consulting agreement has a term of five years from May 30,
1997, the closing date of the Wellsford Merger. Pursuant to the consulting
F-44
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
agreements, each of Messrs. Lynford and Lowenthal will serve as a senior
management consultant to the Company and will receive compensation at the rate
of $200,000 per year plus reimbursement for reasonable out-of-pocket expenses.
In connection with the EWR Merger, in December 1997, Stephen Evans (a
trustee of the Company) executed a consulting agreement with an affiliate of the
Company. The consulting agreement has a term of two years and expires on
December 31, 1999. Pursuant to the consulting agreement, Mr. Evans will serve as
a senior management consultant to the Company and will receive compensation at
the rate of $225,000 per year. Mr. Evans also received an option to purchase
115,500 Common Shares that will vest in three equal annual installments and will
have an exercise price equal to $50.125 per Common Share. Mr. Evans will also be
eligible to participate in all of the Company's employee benefit plans in which
persons in comparable positions participate, treating Mr. Evans as an employee.
In connection with the affiliated lease agreements discussed in Note
20, the Company paid Equity Office Holdings, L.L.C. ("EOH") $114,539, $145,511
and $118,919 in connection with the Chicago Office, $194,506, $177,793 and
$137,638 in connection with the Tampa Office and $772,320, $632,693 and $409,392
in connection with the space occupied by the corporate headquarters for the
years ended December 31, 1998, 1997 and 1996, respectively. Also, the Company
paid $55,117 in connection with the Atlanta Office for the year ended
December 31, 1998. Amounts due to EOH were $136,000 and $59,675 as of December
31, 1998 and 1997, respectively.
Equity Group Investments, Inc. and certain of its subsidiaries,
including, Equity Properties & Development, L.P. and Equity Properties
Management Corp. (collectively, "EGI"), have provided certain services to the
Company which include, but are not limited to, investor relations, corporate
secretarial, real estate tax evaluation services and market consulting and
research services. Fees paid to EGI for these services amounted to approximately
$1.1 million, $1.1 million and $1.3 million for the years ended December 31,
1998, 1997 and 1996, respectively. Amounts due to EGI were $57,408 and $74,578
as of December 31, 1998 and 1997, respectively.
Artery Property Management, Inc., a real estate property management
company ("APMI") in which Mr. Goldberg, a trustee of the Company, is a two-
thirds owner and chairman of the board of directors, provided the Company
consulting services with regard to property acquisitions and additional business
opportunities. Fees paid for those services and reimbursed expenses amounted to
approximately $0.2 million for the year ended December 31, 1996. In connection
with the acquisition of certain Properties from Mr. Goldberg and his affiliates
during 1995, the Company made a loan to Mr. Goldberg and APMI of $15,212,000
evidenced by two notes and secured by 465,541 OP Units. At December 31, 1998,
approximately $14.6 million was outstanding and 445,540 OP Units secured this
loan. In connection with the acquisition of certain Properties from Mr. Goldberg
and his affiliates during 1998, the Company made a $12,000,000 revolving loan to
Mr. Goldberg and his wife in September 1998. At December 31, 1998, approximately
$3.9 million was outstanding.
F-45
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Certain related entities provided services to the Company. These included,
but were not limited to, Rosenberg & Liebentritt, P.C., which provided legal
services, and Arthur A. Greenberg, which provided tax advisory services. Fees
paid to these related entities in the aggregate amounted to approximately $1.3
million and $0.7 million for the years ended December 31, 1997 and 1996,
respectively. In addition, The Riverside Agency, Inc., which provided insurance
brokerage services, was paid fees and reimbursed premiums and loss claims in the
amount of $0.3 million and $4.1 million for the years ended December 31, 1997
and 1996. As of December 31, 1997, $643,519 was owed to Rosenberg & Liebentritt,
P.C. for legal fees incurred in connection with securities offerings, litigation
matters, property acquisitions and other general corporate matters.
Rudnick & Wolfe, a law firm in which Mr. Errol Halperin, a trustee of the
Company, is a partner, provided legal services to the Company. Fees paid to
this firm amounted to approximately $2.2 million, $2.3 million and $4,300 for
the years ended December 31, 1998, 1997 and 1996, respectively.
Seyfarth, Shaw, Fairweather & Geraldson, a law firm in which Ms. Sheli
Rosenberg's (a trustee of the Company) husband is a partner, provided legal
services to the Company. Fees paid to this firm amounted to $29,146 for the
year ended December 31, 1998.
In addition, the Company has provided acquisitions, asset and property
management services to certain related entities for properties not owned by the
Company. Fees received for providing such services were approximately $5.6
million, $5.7 million and $6.7 million for the years ended December 31, 1998,
1997 and 1996, respectively.
22. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following unaudited quarterly data has been prepared on the basis of a
December 31 year end. The 1998 and 1997 net income per weighted average Common
Share amounts have been presented and, where appropriate, restated to comply
with Statement of Financial Accounting Standards No. 128, Earnings Per Share.
For further discussion of net income per weighted average Common Share
outstanding and impact of Statement No. 128, see Note 9 of Notes to Consolidated
Financial Statements. Amounts are in thousands, except for per share amounts.
F-46
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
<TABLE>
<CAPTION>
First Second Third Fourth
1998 Quarter 3/31 Quarter 6/30 Quarter 9/30 Quarter 12/31
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total revenues $286,341 $307,050 $339,299 $ 404,759
======== ======== ========= =========
Income before allocation
to Minority Interests $ 61,275 $ 72,357 $ 61,102 $ 82,001
======== ======== ======== =========
Net income $ 57,587 $ 67,735 $ 56,572 $ 76,312
======== ======== ======== =========
Net income available
to Common Shares $ 35,895 $ 46,043 $ 34,881 $ 48,470
======== ======== ======== =========
Weighted average Common
Shares outstanding 93,361 97,405 97,089 113,440
====== ====== ====== =======
Net income per weighted
average Common Share outstanding $ 0.38 $ 0.47 $ 0.36 $ 0.43
======== ======== ======== =========
Net income per weighted
average Common Share
outstanding - assuming dilution $ 0.38 $ 0.47 $ 0.36 $ 0.42
======== ======== ======== =========
<CAPTION>
First Second Third Fourth
1997 Quarter 3/31 Quarter 6/30 Quarter 9/30 Quarter 12/31
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total revenues $141,387 $164,937 $203,354 $ 237,643
======== ======== ======== =========
Income before allocation
to Minority Interests $ 36,388 $ 38,628 $ 50,320 $ 64,516
======== ======== ======== =========
Net income $ 32,962 $ 35,709 $ 47,234 $ 60,687
======== ======== ======== =========
Net income available
to Common Shares $ 23,901 $ 23,831 $ 30,886 $ 38,962
======== ======== ======== =========
Weighted average Common
Shares outstanding 51,791 58,940 73,757 78,050
====== ====== ====== =======
Net income per weighted
average Common Share outstanding $ 0.46 $ 0.40 $ 0.42 $ 0.50
======== ======== ======== =========
Net income per weighted
Average Common Share
Outstanding - assuming dilution $ 0.45 $ 0.40 $ 0.41 $ 0.49
======== ======== ======== =========
</TABLE>
F-47
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
23. REPORTABLE SEGMENTS
The following tables set forth the reconciliation of net income and
total assets for the Company's reportable segments for the years ended December
31, 1998, 1997 and 1996 (see also Note 5 for further discussion).
<TABLE>
<CAPTION>
RENTAL REAL CORPORATE/
1998 (AMOUNTS IN THOUSANDS) ESTATE (1) OTHER (2) CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rental income $ 1,293,560 $ - $ 1,293,560
Property and maintenance expense (326,567) - (326,567)
Real estate tax and insurance expense (126,009) (126,009)
Property management expense (52,705) - (52,705)
---------------------------------------------------
Net operating income 788,279 - 788,279
Fee and asset management income - 5,622 5,622
Interest income - investment in mortgage notes - 18,564 18,564
Interest and other income - 19,703 19,703
Fee and asset management expense - (4,207) (4,207)
Depreciation expense on non-real estate assets - (5,361) (5,361)
Interest expense:
Expense incurred - (246,585) (246,585)
Amortization of deferred financing costs - (2,757) (2,757)
General and administrative expense - (21,718) (21,718)
Preferred distributions - (92,917) (92,917)
Adjustment for amortization of deferred financing costs - 35 35
related to predecessor business
Adjustment for depreciation expense related to equity in - 183 183
unconsolidated joint ventures
----------------------------------------------------
Funds from operations available to Common Shares and OP
Units (unaudited) 788,279 (329,438) 458,841
Depreciation expense on real estate assets (296,508) - (296,508)
Gain on disposition of properties, net 21,703 - 21,703
Income allocated to Minority Interests - (18,529) (18,529)
Adjustment for amortization of deferred financing costs - (35) (35)
related to predecessor business
Adjustment for depreciation expense related to equity in - (183) (183)
unconsolidated joint ventures
--------------------------------------------------
Net income available to Common Shares $ 513,474 $(348,185) $ 165,289
==================================================
Investment in real estate, net of accumulated depreciation $ 10,208,113 $ 15,459 $ 10,223,572
==================================================
Total assets $ 10,237,999 $ 462,261 $ 10,700,260
==================================================
</TABLE>
F-48
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
<TABLE>
<CAPTION>
RENTAL REAL CORPORATE/
1997 (AMOUNTS IN THOUSANDS) ESTATE (1) OTHER (2) CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rental income $ 707,733 $ - $ 707,733
Property and maintenance expense (176,075) - (176,075)
Real estate tax and insurance expense (69,520) - (69,520)
Property management expense (26,793) - (26,793)
-----------------------------------------------
Net operating income 435,345 - 435,345
Fee and asset management income - 5,697 5,697
Interest income - investment in mortgage notes - 20,366 20,366
Interest and other income - 13,525 13,525
Fee and asset management expense - (3,364) (3,364)
Depreciation expense on non-real estate assets - (3,118) (3,118)
Interest expense:
Expense incurred - (121,324) (121,324)
Amortization of deferred financing costs - (2,523) (2,523)
General and administrative expense - (15,064) (15,064)
Preferred distributions - (59,012) (59,012)
Adjustment for amortization of deferred financing costs - 235 235
related to predecessor business
-----------------------------------------------
Funds from operations available to Common Shares and 435,345 (164,582) 270,763
OP Units (unaudited)
Depreciation expense on real estate assets (153,526) - (153,526)
Gain on disposition of properties, net 13,838 - 13,838
Income allocated to Minority Interests - (13,260) (13,260)
Adjustment for amortization of deferred financing costs - (235) (235)
related to predecessor business
-----------------------------------------------
Net income available to Common Shares $ 295,657 $(178,077) $ 117,580
===============================================
Investment in real estate, net of accumulated depreciation $6,666,925 $ 9,748 $6,676,673
===============================================
Total assets $6,666,925 $ 427,706 $7,094,631
===============================================
</TABLE>
F-49
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
<TABLE>
<CAPTION>
RENTAL REAL CORPORATE/
1996 (AMOUNTS IN THOUSANDS) ESTATE (1) OTHER (2) CONSOLIDATED
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Rental income $ 454,412 $ - $ 454,412
Property and maintenance expense (127,172) - (127,172)
Real estate tax and insurance expense (44,128) - (44,128)
Property management expense (17,512) - (17,512)
-----------------------------------------------
Net operating income 265,600 - 265,600
Fee and asset management income - 6,749 6,749
Interest income - investment in mortgage notes - 12,819 12,819
Interest and other income - 4,405 4,405
Fee and asset management expense - (3,837) (3,837)
Depreciation expense on non-real estate assets - (2,079) (2,079)
Interest expense:
Expense incurred - (81,351) (81,351)
Amortization of deferred financing costs - (4,242) (4,242)
General and administrative expense - (9,857) (9,857)
Preferred distributions - (29,015) (29,015)
Adjustment for amortization of deferred financing - 1,075 1,075
related to predecessor business
-----------------------------------------------
Funds from operations available to Common Shares and 265,600 (105,333) 160,267
OP units (unaudited)
Depreciation expense on real estate assets (91,174) - (91,174)
Gain on disposition of properties, net 22,402 - 22,402
Write-off of unamortized costs on refinanced debt - (3,512) (3,512)
Income allocated to Minority Interests - (14,299) (14,299)
Adjustment for amortization of deferred financing costs - (1,075) (1,075)
related to predecessor business
-----------------------------------------------
Net income available to Common Shares $ 196,828 $(124,219) $ 72,609
===============================================
</TABLE>
(1) The Company has one primary reportable business segment, which consists of
investment in rental real estate. The Company's primary business is owning,
managing, and operating multifamily residential properties which includes
the generation of rental and other related income through the leasing of
apartment units to tenants.
(2) The Company has a segment for corporate level activity including such items
as interest income earned on short-term investments, interest income earned
on investment in mortgage notes, general and administrative expenses, and
interest expense on mortgage notes payable and unsecured note issuances. In
addition, the Company has a segment for third party management activity
that is immaterial and does not meet the threshold requirements of a
reportable segment as provided for in Statement No. 131. Interest expense
on debt is not allocated to individual Properties, even if the Properties
secure such debt. Further, income allocated to Minority Interests is not
allocated to the Properties.
24. SUBSEQUENT EVENTS
On January 6, 1999 the Company disposed of Fox Run Apartments, a 337-unit
multifamily property located in Little Rock, Arkansas, to an unaffiliated third
party for a total sales price of $10.6
F-50
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
million. This Property was classified as real estate held for disposition at
December 31, 1998.
On January 6, 1999 the Company disposed of Greenwood Forest Apartments, a
239-unit multifamily property located in Little Rock, Arkansas, to an
unaffiliated third party for a total sales price of $7.5 million. This Property
was classified as real estate held for disposition at December 31, 1998.
On January 6, 1999 the Company disposed of Walnut Ridge Apartments, a 252-
unit multifamily property located in Little Rock, Arkansas, to an unaffiliated
third party for a total sales price of $7.9 million. This Property was
classified as real estate held for disposition at December 31, 1998.
On January 6, 1999 the Company disposed of Williamsburg Apartments, a 211-
unit multifamily property located in Little Rock, Arkansas, to an unaffiliated
third party for a total sales price of $6.7 million. This Property was
classified as real estate held for disposition at December 31, 1998.
On January 22, 1999, the Company acquired Fireside Park Apartments, a 236-
unit multifamily property located in Rockville, Maryland, from an affiliated
party for a purchase price of approximately $14.3 million, which included the
assumption of mortgage indebtedness of approximately $8.9 million.
On January 22, 1999, the Company acquired Mill Pond Apartments, a 240-unit
multifamily property located in Glen Burnie, Maryland, from an affiliated party
for a purchase price of approximately $11.7 million, which included the
assumption of mortgage indebtedness of approximately $8 million.
On January 27, 1999 the Company disposed of The Hawthorne Apartments, a
276-unit multifamily property located in Phoenix, Arizona, to an unaffiliated
third party for a total sales price of $20.5 million. This Property was
classified as real estate held for disposition at December 31, 1998.
On January 28, 1999, the Company acquired Aspen Crossing Apartments, a 192-
unit multifamily property located in Wheaton, Maryland, from an affiliated party
for a purchase price of approximately $11.4 million.
On February 24, 1999, the Company acquired Copper Canyon Apartments, a 222-
unit multifamily property located in Denver, Colorado, from an unaffiliated
third party for a purchase price of approximately $16.2 million.
On February 24, 1999, the Company declared a $0.71 distribution per Common
Share, $0.585938 per Series A Preferred Share, $0.570313 per Series B Depositary
Share and per Series C Depositary Share, $0.5375 per Series D Depositary Share,
$0.4375 per Series E Preferred Share, $0.603125 per Series F Preferred Share,
$0.453125 per Series G Depositary Share, $0.4375 per Series H Preferred Share,
$0.55125 per Series I Preferred Share, $0.5375 per Series J Preferred Share,
$1.03625 per Series K Preferred Share and $0.4765625 per Series L Preferred
Share for the quarter ended March 31, 1999 to shareholders of record on March
19, 1999.
On February 25, 1999, the Company filed with the SEC a Form S-3
Registration Statement to register 1,262,264 Common Shares (the "Resale Shelf
Registration") of which 1,262,264 Common Shares may be issued by the Company to
holders of 1,262,264 OP Units. The SEC declared the Resale Shelf Registration
effective as of March 5, 1999.
On March 2, 1999 the Company disposed of The Atrium Apartments, a 208-unit
multifamily
F-51
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
property located in Durham, North Carolina, to an unaffiliated third party for a
total sales price of $10.8 million.
On March 4, 1999, the Company acquired Siena Terrace Apartments, a 356-unit
multifamily property located in Lake Forest, California, from an unaffiliated
third party for a purchase price of approximately $33 million.
F-52
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
Real Estate and Accumulated Depreciation
December 31, 1998
<TABLE>
<CAPTION>
Cost Capitalized
Subsequent to
Initial Cost to Acquisition
Description Company (Improvements, net) (I)
- -------------------------------------------------------------------------------------------------------------------------------
Building & Building &
Apartment Name Location Encumbrances Land Fixtures Land Fixtures
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2300 Elliott Seattle, WA $ 0 $ 796,700 $ 7,170,461 $ 100 $ 332,080
2900 on First Combined Seattle, WA 0 1,176,400 10,588,096 1,300 311,213
3000 Grand Des Moines, IA 0 858,305 7,827,336 0 1,302,538
740 River Drive St. Paul, MN 6,826,903 1,620,000 11,179,212 6,700 375,571
7979 Westheimer Houston, TX 0 1,388,400 12,495,280 1,700 1,176,884
Acacia Creek Scottsdale, AZ 0 6,121,856 35,379,595 0 545,288
Adams Farm Greensboro, NC 0 2,350,000 30,871,672 0 11,244
Alderwood Park Lynnwood, WA 4,187,662 3,760,000 8,016,867 7,400 129,997
Altamonte San Antonio, TX (T) 1,663,100 14,968,079 1,970 835,771
Amberton Manassas, VA 10,597,067 888,800 8,352,507 11,800 1,013,019
Arbor Glen Pittsfield Twp, MI 0 1,092,300 9,830,191 3,764 281,452
Arboretum (AZ) Tucson, AZ (Q) 3,453,446 19,021,517 0 372,905
Arboretum (GA) Atlanta, GA 0 4,679,400 15,927,313 2,900 348,582
Arboretum (MA) Canton, MA 0 4,680,000 10,961,320 5,900 73,688
Arbors at Century Center Memphis, TN 0 2,520,000 15,239,044 1,700 59,958
Arbors of Brentwood Nashville, TN (D) 404,570 13,189,508 100 1,121,432
Arbors of Hickory Hollow Nashville, TN (D) 202,285 6,594,754 700 1,792,378
Arbors of Las Colinas Irving, TX 0 1,662,300 14,960,709 1,600 1,230,194
Ashton, The Corona Hills, CA 17,300,000 2,594,264 33,082,047 0 145,793
Atrium Durham, NC 0 1,122,600 10,103,027 2,400 119,775
Audubon Village Tampa, FL 0 3,576,000 26,433,022 0 12,826
Augustine Club Tallahassee, FL 0 1,110,000 8,920,213 0 8,096
Autumn Creek Cordova, TN (E) 1,680,000 9,330,921 1,900 155,799
Auvers Village Orlando, FL 0 3,840,000 29,676,167 0 17,001
Bainbridge Durham, NC 0 1,042,900 9,385,579 33,400 1,035,966
Balcones Club Austin, TX 0 2,184,000 10,114,399 1,500 256,401
Banyan Lake Boynton Beach, FL 0 2,736,000 11,204,508 2,600 430,319
Bay Club Phoenix, AZ 0 828,100 5,821,759 100 1,628,084
Bay Ridge San Pedro, CA 0 2,385,399 2,180,081 15,901 32,599
Bayside at the Islands Gilbert, AZ (P) 3,306,484 15,577,472 0 137,378
Beach Club Fort Myers, FL 0 2,080,000 14,967,104 0 64,631
Bear Canyon Tucson, AZ 0 1,660,608 11,228,097 0 31,203
Bear Creek Village Denver, CO 21,400,000 4,519,700 40,677,102 0 150,659
Bellevue Meadows Bellevue, WA 0 4,500,000 12,535,945 7,100 110,913
Belmont Crossing Riverdale, GA 0 1,580,000 18,753,653 0 5,297
Belmont Landing Riverdale, GA 0 2,120,000 22,001,656 0 11,264
Beneva Place Sarasota, FL 8,700,000 1,344,000 9,752,633 0 7,604
Berkshire Place Charlotte, NC 0 805,550 12,812,210 0 9,049
Bermuda Cove Jacksonville, FL 0 1,503,000 19,800,377 0 11,172
Bishop Park Winter Park, FL 0 2,592,000 18,211,899 0 9,711
Blue Swan San Antonio, TX (E) 1,424,800 7,589,821 700 119,365
Boulder Creek Wilsonville, OR 0 3,552,000 11,462,403 2,400 451,855
Bourbon Square Combined Palatine, IL 27,414,677 3,982,600 35,843,025 2,700 4,776,878
Bramblewood San Jose, CA 0 5,184,000 9,608,154 6,700 83,660
Breckenridge Lexington, KY 9,385,180 1,645,800 14,812,310 2,500 319,657
Brentwood Vancouver, WA 0 1,318,200 11,863,517 39,021 1,055,320
Breton Mill Houston, TX (F) 212,720 8,154,404 100 847,338
Briarwood (CA) Sunnyvale, CA 14,249,668 9,984,000 22,178,614 7,500 102,538
Bridge Creek Wilsonville, OR 0 1,294,600 11,651,108 5,290 1,396,556
Bridgeport Raleigh, NC 0 1,296,200 11,665,351 500 465,422
Brierwood Jacksonville, FL 0 546,100 4,914,681 5,800 499,241
Brittany Square Tulsa, OK 0 625,000 4,220,662 0 595,214
Brixworth Nashville, TN 0 1,172,100 10,549,371 1,700 279,322
Broadway Garland, TX 6,167,239 1,440,000 7,766,166 3,700 124,227
Brookfield Salt Lake City, UT 0 1,152,000 5,673,250 1,000 111,804
Brookridge Centreville, VA (E) 2,520,000 15,993,105 1,500 140,629
Brookside (CO) Boulder, CO 0 3,600,000 10,200,045 400 10,443
Brookside II (MD) Frederick, MD 0 2,448,000 6,912,403 2,800 131,060
Burn Brae Dallas, TX 0 1,255,000 11,294,815 0 151,697
Burwick Farms Howell, MI 0 1,102,200 9,919,799 2,400 164,452
Calais Dallas, TX 0 1,118,900 10,070,076 0 177,245
Cambridge at Hickory Hollow Nashville, TN 0 3,240,000 17,908,952 800 108,544
Cambridge Village Lewisville, TX 0 800,000 8,751,405 1,300 198,599
Camellero Scottsdale, AZ 11,725,485 1,923,600 17,312,869 1,300 811,189
Canterbury Germantown, MD 31,363,911 2,781,300 26,656,574 0 2,617,807
Canterchase Nashville, TN 5,701,841 862,200 7,759,711 1,400 440,174
Canyon Creek (AZ) Tucson, AZ 0 834,313 5,840,188 100 530,246
Canyon Crest Views Riverside, CA 0 1,744,640 17,392,607 0 136,490
Canyon Ridge San Diego, CA 0 4,869,448 12,002,216 0 114,064
Canyon Sands Phoenix, AZ 0 1,475,900 13,282,737 16,850 657,278
Cardinal, The Greensboro, NC 7,401,384 1,280,000 11,838,616 1,200 115,779
<CAPTION>
Gross Amount Carried Life Used to
at Close of Compute
Period 12/31/98 Depreciation in
- ---------------------------------------------------------------------------------------------------------------
Building & Accumulated Date of Latest Income
Apartment Name Land Fixtures (A) Total (B) Depreciation Construction Statement (C)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2300 Elliott $ 796,800 $ 7,502,541 $ 8,299,341 $ 417,256 1992 30 Years
2900 on First Combined 1,177,700 10,899,309 12,077,009 1,097,670 1989-91 30 Years
3000 Grand 858,305 9,129,874 9,988,179 4,929,785 1970 30 Years
740 River Drive 1,626,700 11,554,783 13,181,483 408,559 1962 30 Years
7979 Westheimer 1,390,100 13,672,164 15,062,264 1,832,847 1973 30 Years
Acacia Creek 6,121,856 35,924,883 42,046,739 1,337,306 1988-1994 30 Years
Adams Farm 2,350,000 30,882,916 33,232,916 260,335 1987 30 Years
Alderwood Park 3,767,400 8,146,864 11,914,264 125,590 1982 30 Years
Altamonte 1,665,070 15,803,850 17,468,920 2,590,221 1985 30 Years
Amberton 900,600 9,365,526 10,266,126 1,340,814 1986 30 Years
Arbor Glen 1,096,064 10,111,643 11,207,708 394,386 1990 30 Years
Arboretum (AZ) 3,453,446 19,394,422 22,847,868 762,350 1987 30 Years
Arboretum (GA) 4,682,300 16,275,894 20,958,194 594,299 1970 30 Years
Arboretum (MA) 4,685,900 11,035,008 15,720,908 240,324 1989 30 Years
Arbors at Century Center 2,521,700 15,299,001 17,820,701 256,760 1988/1990 30 Years
Arbors of Brentwood 404,670 14,310,940 14,715,610 2,828,235 1986 30 Years
Arbors of Hickory Hollow 202,985 8,387,132 8,590,117 1,926,949 1986 30 Years
Arbors of Las Colinas 1,663,900 16,190,903 17,854,803 3,001,553 1984/85 30 Years
Ashton, The 2,594,264 33,227,840 35,822,104 1,225,795 1986 30 Years
Atrium 1,125,000 10,222,803 11,347,803 465,771 1989 30 Years
Audubon Village 3,576,000 26,445,848 30,021,848 223,446 1990 30 Years
Augustine Club 1,110,000 8,928,309 10,038,309 79,228 1988 30 Years
Autumn Creek 1,681,900 9,486,720 11,168,620 424,230 1991 30 Years
Auvers Village 3,840,000 29,693,168 33,533,168 249,926 1991 30 Years
Bainbridge 1,076,300 10,421,545 11,497,845 1,871,029 1984 30 Years
Balcones Club 2,185,500 10,370,800 12,556,300 324,244 1984 30 Years
Banyan Lake 2,738,600 11,634,827 14,373,427 713,658 1986 30 Years
Bay Club 828,200 7,449,843 8,278,043 1,601,411 1976 30 Years
Bay Ridge 2,401,300 2,212,680 4,613,980 137,403 1987 30 Years
Bayside at the Islands 3,306,484 15,714,850 19,021,334 586,883 1989 30 Years
Beach Club 2,080,000 15,031,735 17,111,735 129,109 1990 30 Years
Bear Canyon 1,660,608 11,259,300 12,919,908 425,332 1996 30 Years
Bear Creek Village 4,519,700 40,827,761 45,347,461 2,289,393 1987 30 Years
Bellevue Meadows 4,507,100 12,646,857 17,153,957 224,589 1983 30 Years
Belmont Crossing 1,580,000 18,758,950 20,338,950 158,605 1988 30 Years
Belmont Landing 2,120,000 22,012,920 24,132,920 188,103 1988 30 Years
Beneva Place 1,344,000 9,760,237 11,104,237 83,483 1986 30 Years
Berkshire Place 805,550 12,821,259 13,626,809 109,352 1982 30 Years
Bermuda Cove 1,503,000 19,811,549 21,314,549 168,051 1989 30 Years
Bishop Park 2,592,000 18,221,609 20,813,609 154,528 1991 30 Years
Blue Swan 1,425,500 7,709,186 9,134,686 368,781 1985-1994 30 Years
Boulder Creek 3,554,400 11,914,257 15,468,657 767,819 1991 30 Years
Bourbon Square Combined 3,985,300 40,619,903 44,605,203 7,286,143 1984-87 30 Years
Bramblewood 5,190,700 9,691,814 14,882,514 169,574 1986 30 Years
Breckenridge 1,648,300 15,131,966 16,780,266 599,171 1986-1987 30 Years
Brentwood 1,357,221 12,918,837 14,276,058 1,815,610 1990 30 Years
Breton Mill 212,820 9,001,742 9,214,562 1,728,698 1986 30 Years
Briarwood (CA) 9,991,500 22,281,152 32,272,652 322,353 1985 30 Years
Bridge Creek 1,299,890 13,047,664 14,347,554 2,341,275 1987 30 Years
Bridgeport 1,296,700 12,130,773 13,427,473 2,212,393 1990 30 Years
Brierwood 551,900 5,413,921 5,965,821 523,522 1974 30 Years
Brittany Square 625,000 4,815,876 5,440,876 2,443,264 1982 30 Years
Brixworth 1,173,800 10,828,692 12,002,492 952,926 1985 30 Years
Broadway 1,443,700 7,890,393 9,334,093 149,778 1983 30 Years
Brookfield 1,153,000 5,785,054 6,938,054 268,634 1985 30 Years
Brookridge 2,521,500 16,133,734 18,655,234 699,362 1989 30 Years
Brookside (CO) 3,600,400 10,210,488 13,810,888 212,273 1993 30 Years
Brookside II (MD) 2,450,800 7,043,464 9,494,264 122,730 1979 30 Years
Burn Brae 1,255,000 11,446,512 12,701,512 693,394 1984 30 Years
Burwick Farms 1,104,600 10,084,251 11,188,851 467,353 1991 30 Years
Calais 1,118,900 10,247,321 11,366,221 627,211 1986 30 Years
Cambridge at Hickory Hollow 3,240,800 18,017,496 21,258,296 832,203 1997 30 Years
Cambridge Village 801,300 8,950,004 9,751,304 475,652 1987 30 Years
Camellero 1,924,900 18,124,058 20,048,958 2,373,643 1979 30 Years
Canterbury 2,781,300 29,274,381 32,055,681 4,191,193 1986 30 Years
Canterchase 863,600 8,199,885 9,063,485 775,416 1985 30 Years
Canyon Creek (AZ) 834,413 6,370,434 7,204,847 1,305,549 1986 30 Years
Canyon Crest Views 1,744,640 17,529,097 19,273,737 629,914 1982-1983 30 Years
Canyon Ridge 4,869,448 12,116,280 16,985,728 438,489 1989 30 Years
Canyon Sands 1,492,750 13,940,016 15,432,766 1,425,632 1983 30 Years
Cardinal, The 1,281,200 11,954,395 13,235,595 807,778 1994 30 Years
</TABLE>
S-1
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
Real Estate and Accumulated Depreciation
December 31, 1998
<TABLE>
<CAPTION>
Cost Capitalized
Subsequent to
Initial Cost to Acquisition
Description Company (Improvement, net)(1)
- ---------------------------------------------------------------------------------------------------------------------------
Building & Building &
Apartment Name Location Encumbrances Land Fixtures Land Fixtures
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Carmel Terrace San Diego, CA $ 0 $2,288,300 $20,632,540 $ 0 $ 353,202
Carolina Crossing Greenville, SC 0 547,800 4,930,347 2,400 122,451
Carriage Homes at Wyndham Glen Allen, VA 0 1,736,000 27,787,623 0 0
Casa Capricorn San Diego, CA 0 1,260,100 11,341,085 2,600 228,859
Casa Cordoba Tallahassee, FL 0 307,055 2,732,177 0 908,477
Casa Cortez Tallahassee, FL 0 120,590 1,196,857 0 569,147
Casa Ruiz San Diego, CA 0 3,920,000 9,390,192 2,400 140,496
Cascade at Landmark Alexandria, VA 0 3,601,000 19,649,825 2,400 179,089
Catalina at South Shore Las Vegas, NV 0 1,222,200 10,999,974 4,800 539,249
Catalina Shores (WRP) Las Vegas, NV 0 1,427,200 12,844,577 0 86,306
Cedar Crest Overland Park, KS 14,300,000 2,159,800 19,438,107 900 1,325,918
Cedar Ridge (TX) Arlington, TX 3,597,980 605,000 4,204,079 3,600 52,498
Cedars, The Charlotte, NC 0 2,025,300 18,139,423 2,879 236,772
Celebration Westchase Houston, TX 0 2,204,590 6,312,399 100 1,112,662
Champion Oaks Houston, TX 6,828,595 931,900 8,519,479 0 375,333
Champions Club Glen Allen, VA 0 954,000 12,695,097 0 7,442
Champion's Park Norcross, GA 0 1,134,000 14,853,350 0 8,740
Chandler Court Chandler, AZ 0 1,352,600 12,172,974 500 728,875
Chandler's Bay Kent, WA 0 1,503,400 13,530,223 3,500 822,695
Chantecleer Lakes Naperville, IL (E) 6,688,000 16,327,809 1,400 283,260
Chaparral Largo, FL 0 303,100 6,169,465 (0) 3,038,367
Charter Club Everett, WA 0 998,700 8,988,560 2,400 305,184
Chartwell Court Houston, TX 0 1,215,000 12,820,142 700 30,587
Chatelaine Park Duluth, GA 0 1,818,000 24,990,774 0 11,461
Chatham Wood High Point, NC 0 700,000 8,617,470 0 80,584
Chelsea Square Redmond, WA 0 3,390,000 9,237,211 7,100 99,093
Cherry Creek I&II (TN) Hermitage, TN 0 1,832,445 30,041,332 0 559
Cherry Creek III (TN) Hermitage, TN 0 1,109,900 10,705,791 0 0
Cherry Hill Seattle, WA 0 700,100 6,301,194 0 58,600
Chestnut Hills Tacoma, WA 0 756,300 6,806,382 0 122,343
Cheyenne Crest Colorado Springs, CO 0 73,950 3,936,559 100 856,409
Chicksaw Crossing Orlando, FL 11,714,673 2,044,000 12,517,747 0 19,721
Chimneys Charlotte, NC 0 904,700 8,141,844 2,400 195,920
Cierra Crest Denver, CO 21,700,000 4,800,000 34,825,500 3,100 66,090
Cimarron Ridge Denver, CO 0 1,591,100 14,319,997 0 782,362
Cityscape South Louis Park, MN 0 1,560,000 10,764,118 3,200 141,619
Claire Point Jacksonville, FL 0 2,048,000 14,845,563 0 33,631
Clarion Decatur, GA 0 1,501,900 13,517,171 2,400 85,292
Clarys Crossing Columbia, MD 0 891,000 15,897,696 0 5,618
Classic, The Stamford, CT 0 2,880,000 19,881,820 3,500 138,827
Cloisters on the Green Lexington, KY 0 187,074 2,193,726 0 1,685,407
Club at Tanasbourne Hillsboro, OR 0 3,520,000 16,259,589 1,300 531,449
Club at the Green Beaverton, OR 0 2,030,150 12,601,596 800 503,583
Coach Lantern Scarborough, ME 0 450,000 4,383,823 2,900 80,669
Coachman Trails Plymouth, MN 6,553,047 1,224,000 9,501,210 3,000 78,920
Coconut Palm Club Coconut Creek, GA 0 3,000,000 17,665,036 1,700 115,310
Colinas Pointe Denver, CO 0 1,587,400 14,287,051 0 116,204
Colony Place Fort Myers, FL 0 1,500,000 21,108,033 0 32,201
Colony Woods Birmingham, AL 12,800,000 1,656,000 21,811,535 1,300 35,431
Combined Ft. Lauderdale
Properties (U) Ft. Lauderdale, FL 10,000,000 10,222,700 39,790,005 8,600 1,361,139
Concorde Bridge Overland Park, KS 0 1,972,400 17,751,898 2,400 293,973
Conway Station Orlando, FL 0 1,936,000 11,011,693 0 14,815
Copper Creek Phoenix, AZ 0 1,017,400 9,156,964 0 115,306
Copper Hill Bedford, TX 0 1,020,000 5,985,527 1,800 60,962
Copper Terrace Orlando, FL 0 1,200,000 18,086,977 0 10,815
Copperfield San Antonio, TX 0 791,200 7,121,171 0 318,927
Country Brook Chandler, AZ (P) 1,505,219 29,544,872 0 110,306
Country Club Place (FL) Pembroke Pines, FL 0 912,000 10,059,337 0 20,694
Country Club Village Seattle, WA 0 1,150,500 10,354,697 0 156,501
Country Gables Beaverton, OR 8,390,691 1,580,500 14,240,626 1,200,000 373,622
Country Ridge Farmington Hills, MI 0 1,605,800 14,452,066 16,150 629,695
Countryside San Antonio, TX 0 667,500 6,007,294 100 265,085
Coventry at Cityview Fort Worth, TX 0 2,160,000 23,174,595 0 7,329
Creekside (San Mateo) San Mateo, CA 14,700,000 9,600,000 21,159,532 6,600 123,431
Creekside Homes at Legacy Plano. TX 0 4,560,000 32,595,373 0 7,238
Creekside Village Mountlake Terrace, WA 15,222,818 2,802,900 25,226,096 4,700 927,041
Creekwood Charlotte, NC 0 1,859,300 16,733,418 2,400 177,007
Crescent at Cherry Creek Denver, CO (E) 2,592,000 15,119,233 2,000 30,775
Cross Creek Charlotte, NC 12,800,000 3,150,000 20,292,137 1,600 86,325
Crossing at Green Valley Las Vegas, NV 0 2,408,500 21,676,899 0 129,958
Crosswinds St. Petersburg, FL 0 1,561,200 5,789,894 0 276,952
<CAPTION>
Gross Amount Carried Life Used to
at Close of Compute
Description Period 12/31/98 Depreciation
- -----------------------------------------------------------------------------------------------------------------------
Building & Accumulated Date of in Latest
Apartment Name Location Land Fixtures (A) Total (B) Depreciation Construction Income
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Carmel Terrace San Diego, CA $ 2,288,300 $20,985,742 $23,274,042 $3,115,053 1988-89 30 Years
Carolina Crossing Greenville, SC 550,200 5,052,798 5,602,998 241,856 1988-89 30 Years
Carriage Homes at Wyndham Glen Allen, VA 1,736,000 27,787,623 29,523,623 226,694 1998 30 Years
Casa Capricorn San Diego, CA 1,262,700 11,569,944 12,832,644 952,476 1981 30 Years
Casa Cordoba Tallahassee, FL 307,055 3,640,654 3,947,709 2,744,326 1972/1973 30 Years
Casa Cortez Tallahassee, FL 120,590 1,766,004 1,886,594 1,225,737 1970 30 Years
Casa Ruiz San Diego, CA 3,922,400 9,530,688 13,453,088 462,106 1976-1986 30 Years
Cascade at Landmark Alexandria, VA 3,603,400 19,828,914 23,432,314 1,153,918 1990 30 Years
Catalina at South Shore Las Vegas, NV 1,227,000 11,539,223 12,766,223 1,940,275 1989 30 Years
Catalina Shores (WRP) Las Vegas, NV 1,427,200 12,930,883 14,358,083 754,855 1989 30 Years
Cedar Crest Overland Park, KS 2,160,700 20,764,024 22,924,724 1,830,081 1986 30 Years
Cedar Ridge (TX) Arlington, TX 608,600 4,256,577 4,865,177 78,094 1980 30 Years
Cedars, The Charlotte, NC 2,028,179 18,376,195 20,404,374 543,516 1983 30 Years
Celebration Westchase Houston, TX 2,204,690 7,425,061 9,629,751 1,742,547 1979 30 Years
Champion Oaks Houston, TX 931,900 8,894,812 9,826,712 1,458,130 1984 30 Years
Champions Club Glen Allen, VA 954,000 12,702,538 13,656,538 107,280 1988 30 Years
Champion's Park Norcross, GA 1,134,000 14,862,089 15,996,089 125,702 1987 30 Years
Chandler Court Chandler, AZ 1,353,100 12,901,848 14,254,948 1,306,590 1987 30 Years
Chandler's Bay Kent, WA 1,506,900 14,352,918 15,859,818 2,299,096 1989 30 Years
Chantecleer Lakes Naperville, IL 6,689,400 16,611,068 23,300,468 733,549 1986 30 Years
Chaparral Largo, FL 303,100 9,207,832 9,510,931 6,083,759 1976 30 Years
Charter Club Everett, WA 1,001,100 9,293,744 10,294,844 1,667,474 1991 30 Years
Chartwell Court Houston, TX 1,215,700 12,850,729 14,066,429 482,228 1995 30 Years
Chatelaine Park Duluth, GA 1,818,000 25,002,236 26,820,236 206,718 1995 30 Years
Chatham Wood High Point, NC 700,000 8,698,053 9,398,053 75,327 1986 30 Years
Chelsea Square Redmond, WA 3,397,100 9,336,304 12,733,404 163,845 1991 30 Years
Cherry Creek I&II (TN) Hermitage, TN 1,832,445 30,041,890 31,874,335 250,233 1986/96 30 Years
Cherry Creek III (TN) Hermitage, TN 1,109,900 10,705,791 11,815,691 0 (S) 30 Years
Cherry Hill Seattle, WA 700,100 6,359,794 7,059,894 366,186 1991 30 Years
Chestnut Hills Tacoma, WA 756,300 6,928,725 7,685,025 419,014 1991 30 Years
Cheyenne Crest Colorado Springs, CO 74,050 4,792,968 4,867,018 1,090,158 1984 30 Years
Chicksaw Crossing Orlando, FL 2,044,000 12,537,467 14,581,467 108,935 1986 30 Years
Chimneys Charlotte, NC 907,100 8,337,764 9,244,864 387,319 1974 30 Years
Cierra Crest Denver, CO 4,803,100 34,891,590 39,694,690 1,315,229 1996 30 Years
Cimarron Ridge Denver, CO 1,591,100 15,102,359 16,693,459 869,720 1984 30 Years
Cityscape South Louis Park, MN 1,563,200 10,905,737 12,468,937 382,216 1990 30 Years
Claire Point Jacksonville, FL 2,048,000 14,879,194 16,927,194 125,631 1986 30 Years
Clarion Decatur, GA 1,504,300 13,602,463 15,106,763 604,440 1990 30 Years
Clarys Crossing Columbia, MD 891,000 15,903,314 16,794,314 131,748 1984 30 Years
Classic, The Stamford, CT 2,883,500 20,020,647 22,904,147 871,790 1990 30 Years
Cloisters on the Green Lexington, KY 187,074 3,879,133 4,066,207 2,742,874 1974 30 Years
Club at Tanasbourne Hillsboro, OR 3,521,300 16,791,038 20,312,338 998,077 1990 30 Years
Club at the Green Beaverton, OR 2,030,950 13,105,180 15,136,130 841,276 1991 30 Years
Coach Lantern Scarborough, ME 452,900 4,464,492 4,917,392 135,860 1971/1981 30 Years
Coachman Trails Plymouth, MN 1,227,000 9,580,130 10,807,130 158,448 1987 30 Years
Coconut Palm Club Coconut Creek, GA 3,001,700 17,780,346 20,782,046 357,359 1992 30 Years
Colinas Pointe Denver, CO 1,587,400 14,403,255 15,990,655 838,392 1986 30 Years
Colony Place Fort Myers, FL 1,500,000 21,140,234 22,640,234 176,381 1991 30 Years
Colony Woods Birmingham, AL 1,657,300 21,846,966 23,504,266 355,969 1991/1994 30 Years
Combined Ft. Lauderdale
Properties (U) Ft. Lauderdale, FL 10,231,300 41,151,144 51,382,444 4,509,903 1988 30 Years
Concorde Bridge Overland Park, KS 1,974,800 18,045,872 20,020,672 794,379 1973 30 Years
Conway Station Orlando, FL 1,936,000 11,026,509 12,962,509 95,215 1987 30 Years
Copper Creek Phoenix, AZ 1,017,400 9,272,271 10,289,671 534,049 1984 30 Years
Copper Hill Bedford, TX 1,021,800 6,046,489 7,068,289 121,045 1983 30 Years
Copper Terrace Orlando, FL 1,200,000 18,097,792 19,297,792 152,799 1989 30 Years
Copperfield San Antonio, TX 791,200 7,440,099 8,231,299 487,775 1984 30 Years
Country Brook Chandler, AZ 1,505,219 29,655,178 31,160,397 1,079,189 1986-1996 30 Years
Country Club Place (FL) Pembroke Pines, FL 912,000 10,080,031 10,992,031 84,404 1987 30 Years
Country Club Village Seattle, WA 1,150,500 10,511,197 11,661,697 600,207 1991 30 Years
Country Gables Beaverton, OR 2,780,500 14,614,248 17,394,748 968,767 1991 30 Years
Country Ridge Farmington Hills, MI 1,621,950 15,081,761 16,703,711 1,463,402 1986 30 Years
Countryside San Antonio, TX 667,600 6,272,378 6,939,978 405,720 1980 30 Years
Coventry at Cityview Fort Worth, TX 2,160,000 23,181,923 25,341,923 194,769 1996 30 Years
Creekside (San Mateo) San Mateo, CA 9,606,600 21,282,963 30,889,563 369,130 1985 30 Years
Creekside Homes at Legacy Plano. TX 4,560,000 32,602,611 37,162,611 268,802 1998 30 Years
Creekside Village Mountlake Terrace, WA 2,807,600 26,153,137 28,960,737 4,013,013 1987 30 Years
Creekwood Charlotte, NC 1,861,700 16,910,426 18,772,126 776,667 1987-1990 30 Years
Crescent at Cherry Creek Denver, CO 2,594,000 15,150,007 17,744,007 647,996 1994 30 Years
Cross Creek Charlotte, NC 3,151,600 20,378,462 23,530,062 388,850 1989 30 Years
Crossing at Green Valley Las Vegas, NV 2,408,500 21,806,857 24,215,357 1,261,589 1986 30 Years
Crosswinds St. Petersburg, FL 1,561,200 6,066,845 7,628,045 305,004 1986 30 Years
</TABLE>
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
Real Estate and Accumulated Depreciation
December 31, 1998
<TABLE>
<CAPTION>
Initial Cost to
Description Company
- ------------------------------------------------------------------------------------------------------------------------------------
Building &
Apartment Name Location Encumbrances Land Fixtures
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Crown Court Phoenix, AZ $ 0 $ 3,156,600 $28,409,516
Crystal Creek Phoenix, AZ 0 952,900 8,576,084
Crystal Village Attleboro, MA 0 1,365,000 4,956,700
Cypress Cove Melbourne, FL 0 1,630,000 19,265,657
Cypress Point Las Vegas, NV 0 953,800 8,583,719
Dartmouth Woods Denver, CO 4,346,802 1,608,000 10,815,913
Dawntree Carrollton, TX 0 1,204,600 10,841,783
Deerbrook Jacksonville, FL 0 1,008,000 8,957,019
Deerwood (Corona) Corona, CA 0 4,740,000 20,295,433
Deerwood (SD) San Diego, CA 0 2,075,700 18,680,801
Deerwood Meadows Greensboro, NC 0 986,643 6,906,503
Defoor Village Atlanta, GA 0 2,964,000 10,549,072
Del Coronado Mesa, AZ (O) 1,963,200 17,669,207
Desert Park Las Vegas, NV 0 1,085,400 9,401,015
Desert Sands Phoenix, AZ 0 1,464,200 13,177,336
Doral Louisville, KY 0 96,607 1,526,628
Dos Caminos Phoenix, AZ 0 1,727,900 15,551,044
Duraleigh Woods Raleigh, NC 0 1,629,000 20,342,931
Eagle Canyon Chino Hills, CA 0 1,806,800 16,261,336
Eagle Rim Redmond, WA 0 976,200 8,785,605
East Pointe Charlotte, NC 9,485,561 1,364,100 12,276,563
Edgewood Woodinville, WA 5,919,966 1,068,200 9,613,388
Emerald Bay Winter Park, FL 0 2,160,000 13,535,527
Emerald Place Bermuda Dunes, CA 0 954,400 8,589,110
Emerson Place Combined Boston, MA 0 14,850,000 57,546,530
Enclave, The Tempe, AZ (Q) 1,500,192 19,302,059
English Hills Charlotte, NC 0 1,260,000 12,866,368
Esprit Del Sol Solana Beach, CA 0 5,110,000 11,898,100
Essex Place Overland Park, KS 0 1,831,900 16,486,600
Essex Place (FL) Tampa, FL 0 1,188,000 7,183,244
Estate at Quarry Lake Austin, TX 12,556,746 1,963,000 19,058,959
Ethans Glen III Kansas City, MO 2,366,364 244,100 2,197,138
Ethans Ridge I Kansas City, MO 16,232,216 1,945,900 17,513,216
Ethans Ridge II Kansas City, MO 10,991,981 1,465,500 13,189,192
Fairfield Combined Stamford, CT 0 6,500,000 39,320,917
Falls Tampa, FL 0 1,440,000 8,589,001
Farmington Gates Germantown, TN 0 969,700 8,727,328
Farnham Park Houston, TX 11,463,097 1,512,000 14,226,229
Fernbrook Townhomes Plymouth, MN 5,232,796 576,000 6,636,774
Fielder Crossing Arlington, TX 3,414,402 714,000 3,896,081
Firdale Village Seattle, WA 0 2,279,400 20,514,917
Flying Sun Phoenix, AZ 0 87,120 2,035,537
Forest Place Tampa, FL 10,633,001 1,708,000 8,778,517
Forest Ridge Arlington, TX 0 2,339,300 21,053,447
Forest Valley San Antonio, TX 0 590,000 5,310,328
Fountain Creek Phoenix, AZ 0 686,000 6,173,818
Fountain Place I Eden Prairie, MN 24,676,652 2,399,900 21,599,215
Fountain Place II Eden Prairie, MN 12,612,600 1,226,500 11,038,139
Fountainhead Combined San Antonio, TX (T) 3,617,449 13,446,560
Fountains at Flamingo Las Vegas, NV 0 3,180,900 28,628,533
Four Lakes Lisle, IL 10,344,569 2,465,000 13,178,449
Four Lakes 5 Lisle, IL (T) 600,000 16,530,115
Fox Run (WA) Federal Way, WA 0 638,500 5,746,956
Foxchase Grand Prairie, TX 0 781,500 7,559,700
Foxcroft Scarborough, ME 0 520,000 4,500,118
Garden Lake Riverdale, GA 0 1,464,500 13,180,548
Gatehouse at Pine Lake Plantation , FL 0 1,886,200 16,975,382
Gatehouse on the Green Pembroke Pines, FL 0 2,216,800 19,951,085
Gates at Carlson Center Minnetonka, MN (R) 4,350,000 23,737,155
Gates of Redmond Combined Redmond, WA 9,823,367 3,603,100 18,867,454
Gateway Villas Scottsdale, AZ 0 1,431,048 14,933,020
Geary Court Yard San Francisco, CA 17,709,692 1,719,400 15,474,355
Georgian Woods Combined Wheaton, MD 10,385,719 5,034,000 27,835,267
Glen Eagle Greenville, SC 0 833,500 7,503,698
GlenGarry Club Bloomingdale, IL (R) 3,125,000 15,757,266
Glenlake Glendale Heights. IL 14,845,000 5,040,000 16,663,439
Glenridge Colorado Springs, CO (F) 884,688 4,466,900
Governor's Place Augusta, GA 0 347,355 2,518,146
Governor's Pointe Roswell, GA (E) 3,744,000 24,480,337
Grandview I & II Las Vegas, NV 0 2,325,600 12,795,591
Greengate Marietta, GA 0 132,979 1,476,005
<CAPTION>
Cost Capitalized
Subsequent to Gross Amount Carried
Acquisition at close of
(Improvements, net) (I) Period 12/31/98
- ------------------------------------------------------------------------------------------------------------------------------------
Building & Building &
Apartment Name Land Fixtures Land Fixtures (A)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Crown Court $ 0 $ 422,213 $ 3,156,600 $ 28,831,729
Crystal Creek 600 495,929 953,500 9,072,013
Crystal Village 4,000 70,760 1,369,000 5,027,460
Cypress Cove 0 5,086 1,630,000 19,270,743
Cypress Point 5,890 596,251 959,690 9,179,970
Dartmouth Woods 1,800 116,030 1,609,800 10,931,943
Dawntree 900 1,246,579 1,205,500 12,088,362
Deerbrook 0 105,574 1,008,000 9,062,593
Deerwood (Corona) 2,200 299,935 4,742,200 20,595,368
Deerwood (SD) 6,395 3,017,495 2,082,095 21,698,296
Deerwood Meadows 100 837,808 986,743 7,744,311
Defoor Village 2,400 27,901 2,966,400 10,576,973
Del Coronado 1,200 526,455 1,964,400 18,195,662
Desert Park 0 853,083 1,085,400 10,254,098
Desert Sands 16,850 763,120 1,481,050 13,940,456
Doral 0 3,043,148 96,607 4,569,776
Dos Caminos 0 227,008 1,727,900 15,778,052
Duraleigh Woods 0 18,362 1,629,000 20,361,293
Eagle Canyon 2,100 250,448 1,808,900 16,511,784
Eagle Rim 1,600 500,991 977,800 9,286,596
East Pointe 1,800 1,117,435 1,365,900 13,393,998
Edgewood 1,900 434,324 1,070,100 10,047,712
Emerald Bay 1,600 286,397 2,161,600 13,821,924
Emerald Place 2,100 601,776 956,500 9,190,886
Emerson Place Combined 5,000 118,283 14,855,000 57,664,813
Enclave, The 0 24,393 1,500,192 19,326,452
English Hills 0 4,166 1,260,000 12,870,535
Esprit Del Sol 1,200 44,965 5,111,200 11,943,065
Essex Place 3,500 1,720,768 1,835,400 18,207,368
Essex Place (FL) 0 8,521 1,188,000 7,191,765
Estate at Quarry Lake 0 49,400 1,963,000 19,108,360
Ethans Glen III 2,400 85,976 246,500 2,283,114
Ethans Ridge I 2,400 498,252 1,948,300 18,011,468
Ethans Ridge II 2,635 117,104 1,468,135 13,306,295
Fairfield Combined 10,200 186,422 6,510,200 39,507,338
Falls 0 14,136 1,440,000 8,603,138
Farmington Gates 4,098 174,662 973,798 8,901,990
Farnham Park 1,900 71,320 1,513,900 14,297,549
Fernbrook Townhomes 4,100 37,859 580,100 6,674,633
Fielder Crossing 4,100 53,596 718,100 3,949,677
Firdale Village 0 247,771 2,279,400 20,762,688
Flying Sun 100 231,803 87,220 2,267,340
Forest Place 0 15,022 1,708,000 8,793,538
Forest Ridge 23,400 1,233,734 2,362,700 22,287,181
Forest Valley 0 117,310 590,000 5,427,637
Fountain Creek 500 323,928 686,500 6,497,746
Fountain Place I 5,168 295,696 2,405,068 21,894,911
Fountain Place II 4,850 119,864 1,231,350 11,158,003
Fountainhead Combined 0 1,509,653 3,617,449 14,956,213
Fountains at Flamingo 2,200 641,955 3,183,100 29,270,488
Four Lakes 0 7,579,815 2,465,000 20,758,264
Four Lakes 5 0 3,371,911 600,000 19,902,026
Fox Run (WA) 1,200 510,135 639,700 6,257,091
Foxchase 200 353,430 781,700 7,913,130
Foxcroft 3,400 70,289 523,400 4,570,408
Garden Lake 2,400 165,319 1,466,900 13,345,867
Gatehouse at Pine Lake 10,400 488,935 1,896,600 17,464,317
Gatehouse on the Green 11,400 607,575 2,228,200 20,558,660
Gates at Carlson Center 5,200 203,335 4,355,200 23,940,489
Gates of Redmond Combined 500 158,707 3,603,600 19,026,162
Gateway Villas 0 27,078 1,431,048 14,960,098
Geary Court Yard 3,000 77,113 1,722,400 15,551,467
Georgian Woods Combined 4,400 2,639,447 5,038,400 30,474,714
Glen Eagle 2,400 90,655 835,900 7,594,353
GlenGarry Club 4,700 390,582 3,129,700 16,147,848
Glenlake 1,700 449,309 5,041,700 17,112,748
Glenridge 100 677,047 884,788 5,143,947
Governor's Place 0 907,804 347,355 3,425,950
Governor's Pointe 2,600 436,853 3,746,600 24,917,190
Grandview I & II 7,700 2,910,755 2,333,300 15,706,346
Greengate (0) 1,290,093 132,979 2,766,098
<CAPTION>
Life Used to
Compute
Depreciation in
- -----------------------------------------------------------------------------------------------------------
Accumulated Date of Latest Income
Apartment Name Total (B) Depreciation Construction Statement (C)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Crown Court $31,988,329 $ 1,672,388 1987 30 Years
Crystal Creek 10,025,513 1,277,192 1985 30 Years
Crystal Village 6,396,460 190,898 1974 30 Years
Cypress Cove 20,900,743 162,961 1990 30 Years
Cypress Point 10,139,660 1,572,407 1989 30 Years
Dartmouth Woods 12,541,743 704,278 1990 30 Years
Dawntree 13,293,862 2,039,128 1982 30 Years
Deerbrook 10,070,593 75,513 1983 30 Years
Deerwood (Corona) 25,337,568 906,350 1992 30 Years
Deerwood (SD) 23,780,391 3,909,102 1990 30 Years
Deerwood Meadows 8,731,054 1,660,722 1986 30 Years
Defoor Village 13,543,373 203,790 1997 30 Years
Del Coronado 20,160,062 2,383,019 1985 30 Years
Desert Park 11,339,498 1,244,851 1987 30 Years
Desert Sands 15,421,506 1,418,665 1982 30 Years
Doral 4,666,383 2,216,272 1972 30 Years
Dos Caminos 17,505,952 917,932 1983 30 Years
Duraleigh Woods 21,990,293 172,843 1987 30 Years
Eagle Canyon 18,320,684 1,374,137 1985 30 Years
Eagle Rim 10,264,396 1,465,453 1986-88 30 Years
East Pointe 14,759,898 2,549,694 1987 30 Years
Edgewood 11,117,812 1,608,579 1986 30 Years
Emerald Bay 15,983,524 496,310 1972 30 Years
Emerald Place 10,147,386 1,739,960 1988 30 Years
Emerson Place Combined 72,519,813 1,372,671 1962 30 Years
Enclave, The 20,826,644 696,297 1994 30 Years
English Hills 14,130,535 111,289 1984 30 Years
Esprit Del Sol 17,054,265 152,935 1986 30 Years
Essex Place 20,042,768 3,250,413 1970-84 30 Years
Essex Place (FL) 8,379,765 61,778 1989 30 Years
Estate at Quarry Lake 21,071,360 160,294 1995 30 Years
Ethans Glen III 2,529,614 87,584 1990 30 Years
Ethans Ridge I 19,959,768 691,694 1988 30 Years
Ethans Ridge II 14,774,430 512,989 1990 30 Years
Fairfield Combined 46,017,538 1,042,453 1996 30 Years
Falls 10,043,138 76,338 1985 30 Years
Farmington Gates 9,875,788 346,779 1976 30 Years
Farnham Park 15,811,449 462,286 1996 30 Years
Fernbrook Townhomes 7,254,733 94,229 1993 30 Years
Fielder Crossing 4,667,777 72,616 1980 30 Years
Firdale Village 23,042,088 1,220,866 1986 30 Years
Flying Sun 2,354,560 525,702 1983 30 Years
Forest Place 10,501,538 77,929 1985 30 Years
Forest Ridge 24,649,881 2,314,291 1984/85 30 Years
Forest Valley 6,017,637 342,791 1983 30 Years
Fountain Creek 7,184,246 894,187 1984 30 Years
Fountain Place I 24,299,979 828,257 1989 30 Years
Fountain Place II 12,389,353 420,777 1989 30 Years
Fountainhead Combined 18,573,662 6,201,720 1985/1987 30 Years
Fountains at Flamingo 32,453,588 4,436,638 1989-91 30 Years
Four Lakes 23,223,264 10,427,067 1968/1988* 30 Years
Four Lakes 5 20,502,026 7,130,309 1968/1988* 30 Years
Fox Run (WA) 6,896,791 1,063,775 1988 30 Years
Foxchase 8,694,830 478,785 1983 30 Years
Foxcroft 5,093,808 140,653 1977/1979 30 Years
Garden Lake 14,812,767 604,717 1991 30 Years
Gatehouse at Pine Lake 19,360,917 1,326,298 1990 30 Years
Gatehouse on the Green 22,786,860 1,551,859 1990 30 Years
Gates at Carlson Center 28,295,689 652,565 1989 30 Years
Gates of Redmond Combined 22,629,762 954,489 1979/1982-1989 30 Years
Gateway Villas 16,391,146 542,531 1995 30 Years
Geary Court Yard 17,273,867 577,362 1990 30 Years
Georgian Woods Combined 35,513,114 3,260,449 1967 30 Years
Glen Eagle 8,430,253 352,969 1990 30 Years
GlenGarry Club 19,277,548 430,718 1989 30 Years
Glenlake 22,154,448 631,864 1988 30 Years
Glenridge 6,028,735 1,119,899 1985 30 Years
Governor's Place 3,773,305 2,359,752 1972 30 Years
Governor's Pointe 28,663,790 1,070,498 1982-1986 30 Years
Grandview I & II 18,039,646 70,601 1980 30 Years
Greengate 2,899,077 1,577,623 1971 30 Years
</TABLE>
S-3
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
Real Estate and Accumulated Depreciation
December 31, 1998
<TABLE>
<CAPTION>
Initial Cost to
Description Company
- ------------------------------------------------------------------------------------------------------------------------------------
Building &
Apartment Name Location Encumbrances Land Fixtures
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Greenhaven Union City, CA $10,975,000 $7,500,000 $15,124,124
Greenhouse - Frey Road Atlanta, GA (T) 2,464,900 22,183,783
Greenhouse - Holcomb Bridge Atlanta, GA (T) 2,142,400 19,281,704
Greenhouse - Roswell Atlanta, GA (T) 1,217,500 10,957,845
Greenwich Woods Silver Spring, MD 17,546,219 3,095,700 29,073,395
Greenwood Village Tempe, AZ (P) 2,118,781 17,259,157
Grey Eagle Greenville, SC 0 725,200 6,527,253
Greystone Atlanta, GA 0 2,250,000 5,188,574
Gwinnett Crossing Duluth, GA 0 2,632,000 32,681,854
Habitat Orlando, FL 0 600,000 494,032
Hall Place Quincy, MA 0 3,150,000 5,109,688
Hammock's Place Miami, FL (F) 319,080 12,216,608
Hampton Green San Antonio, TX 0 1,561,830 2,962,670
Hamptons Tacoma, WA 5,945,448 1,119,200 10,072,905
Harbor Pointe Milwaukee, WI 12,000,000 2,975,000 22,043,008
Harborview San Pedro, CA 12,316,661 6,400,000 12,608,900
Harbour Landing Corpus Christi, TX 0 761,600 6,854,524
Harrison Park Tucson, AZ (P) 1,265,094 16,348,242
Harvest Grove Conyers, GA 0 752,000 19,083,685
Hathaway Long Beach, CA 0 2,512,200 22,609,720
Haywood Pointe Greenville, SC 0 480,000 9,303,521
Hearthstone San Antonio, TX 0 1,035,700 3,375,132
Heritage, The Phoenix, AZ (P) 1,211,205 13,135,703
Heron Cove Coral Springs, FL 0 823,000 7,997,360
Heron Landing (K) Lauderhill, FL 0 707,100 6,363,784
Heron Pointe Boynton Beach, FL 0 1,546,700 7,883,775
Heron Run Plantation, FL 0 917,800 8,854,001
Hickory Creek Richmond, VA 0 1,323,000 18,873,059
Hickory Ridge Greenville, SC 0 285,800 2,571,956
Hidden Lakes Haltom City, TX 0 1,872,000 20,468,035
Hidden Oaks Cary, NC 0 1,176,200 10,593,460
Hidden Palms Tampa, FL (E) 2,048,000 6,365,313
Hidden Valley Club Ann Arbor, MI 0 915,000 7,583,653
Highland Creste Seattle, WA 0 935,200 8,416,381
Highland Grove Stone Mt., GA 0 1,665,700 14,996,293
Highland Point Denver, CO 0 1,631,900 14,686,971
Highline Oaks Denver, CO 7,100,000 1,055,000 9,651,649
Hollows Columbia, SC 0 450,000 8,995,706
Hollyview Silver Springs, MD 0 189,000 1,484,475
Horizon Place Tampa, FL 12,540,460 2,128,000 12,281,750
Hunt Club Charlotte, NC 0 1,090,000 18,358,632
Hunter's Glen Chesterfield, MO 0 913,500 8,221,026
Hunter's Green Fort Worth, TX (F) 524,200 3,404,622
Hunters Ridge/South Pointe St. Louis, MO 18,765,250 1,950,000 17,852,118
Huntington Hollow Tulsa, OK 0 668,600 6,017,211
Huntington Park Everett, WA 0 1,594,500 14,350,001
Idlewood Indianapolis, IN (E) 2,560,000 11,456,641
Indian Bend Phoenix, AZ 0 1,072,500 9,652,385
Indian Tree Arvada, CO 0 881,125 4,868,332
Indigo Plantation Daytona Beach, FL 0 1,520,000 14,890,270
Indigo Springs Kent, WA 7,927,695 1,270,000 11,438,562
Ingleside, The Phoenix, AZ 0 1,203,600 10,685,582
Ironwood at the Ranch Wesminster, CO 5,896,001 1,493,300 13,439,783
Isle at Arrowhead Ranch Glendale, AZ 0 1,650,237 19,774,074
Ivy Place (L) Atlanta, GA 0 793,200 7,139,200
James Street Crossing Kent, WA 16,395,379 2,078,600 18,707,436
Jefferson at Walnut Creek Austin, TX (E) 2,736,000 14,581,785
Junipers at Yarmouth Yarmouth, ME 0 1,350,000 7,807,113
Kempton Downs Gresham, OR 0 1,182,200 10,639,993
Keystone Austin, TX 2,850,747 498,000 4,482,306
Kimmerly Glen Charlotte, NC 0 1,040,000 12,701,846
Kingsport Alexandria, VA 0 1,262,250 11,454,606
Kingswood Manor San Antonio, TX 0 293,900 2,061,996
Kirby Place Houston, TX (E) 3,620,000 25,898,825
La Costa Brava (JAX) Jacksonville, FL (J 0 835,757 8,102,211
La Costa Brava (ORL) Orlando, FL 0 206,626 1,380,505
La Mariposa Mesa, AZ (P) 2,047,539 12,453,801
La Mirage San Diego, CA 0 6,005,200 122,982,486
La Reserve Oro Valley, AZ (P) 3,264,562 4,939,545
La Tour Fontaine Houston, TX 9,727,749 2,916,000 15,922,304
La Valencia Mesa, AZ 0 3,553,350 20,544,429
<CAPTION>
Cost Capitalized
Subsequent to Gross Amount Carried
Acquisition at Close of
Description (Improvements, net) (I) Period 12/31/98
- ------------------------------------------------------------------------------------------------------------------------------------
Building & Building &
Apartment Name Location Land Fixtures Land Fixtures (A)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Greenhaven Union City, CA $ 7,000 $ 96,346 $7,507,000 $15,220,469
Greenhouse - Frey Road Atlanta, GA 2,300 1,256,475 2,467,200 23,440,258
Greenhouse - Holcomb Bridge Atlanta, GA 900 1,218,288 2,143,300 20,499,992
Greenhouse - Roswell Atlanta, GA 2,500 801,582 1,220,000 11,759,427
Greenwich Woods Silver Spring, MD 5,300 2,029,605 3,101,000 31,103,000
Greenwood Village Tempe, AZ 0 330,230 2,118,781 17,589,387
Grey Eagle Greenville, SC 2,400 94,313 727,600 6,621,566
Greystone Atlanta, GA 2,000 59,995 2,252,000 5,248,569
Gwinnett Crossing Duluth, GA 0 24,545 2,632,000 32,706,399
Habitat Orlando, FL 0 6,207,998 600,000 6,702,030
Hall Place Quincy, MA 800 6,936 3,150,800 5,116,623
Hammock's Place Miami, FL 100 836,568 319,180 13,053,176
Hampton Green San Antonio, TX 0 2,145,545 1,561,830 5,108,215
Hamptons Tacoma, WA 0 178,855 1,119,200 10,251,760
Harbor Pointe Milwaukee, WI 4,800 543,213 2,979,800 22,586,220
Harborview San Pedro, CA 2,500 190,774 6,402,500 12,799,674
Harbour Landing Corpus Christi, TX 3,400 927,104 765,000 7,781,628
Harrison Park Tucson, AZ 0 63,040 1,265,094 16,411,282
Harvest Grove Conyers, GA 0 12,927 752,000 19,096,611
Hathaway Long Beach, CA 300 638,954 2,512,500 23,248,674
Haywood Pointe Greenville, SC 0 16,630 480,000 9,320,151
Hearthstone San Antonio, TX 200 622,678 1,035,900 3,997,810
Heritage, The Phoenix, AZ 0 35,954 1,211,205 13,171,657
Heron Cove Coral Springs, FL 0 600,414 823,000 8,597,774
Heron Landing (K) Lauderhill, FL 4,700 447,319 711,800 6,811,103
Heron Pointe Boynton Beach, FL 0 379,949 1,546,700 8,263,724
Heron Run Plantation, FL 0 837,523 917,800 9,691,524
Hickory Creek Richmond, VA 0 99,506 1,323,000 18,972,565
Hickory Ridge Greenville, SC 2,400 78,303 288,200 2,650,259
Hidden Lakes Haltom City, TX 0 3,330 1,872,000 20,471,364
Hidden Oaks Cary, NC 2,400 411,961 1,178,600 11,005,420
Hidden Palms Tampa, FL 1,600 226,720 2,049,600 6,592,033
Hidden Valley Club Ann Arbor, MI 0 933,661 915,000 8,517,314
Highland Creste Seattle, WA 0 264,418 935,200 8,680,799
Highland Grove Stone Mt., GA 2,400 136,780 1,668,100 15,133,073
Highland Point Denver, CO 0 123,779 1,631,900 14,810,751
Highline Oaks Denver, CO 2,400 155,509 1,057,400 9,807,158
Hollows Columbia, SC 0 13,546 450,000 9,009,252
Hollyview Silver Springs, MD 2,400 47,105 191,400 1,531,580
Horizon Place Tampa, FL 0 33,539 2,128,000 12,315,289
Hunt Club Charlotte, NC 0 14,319 1,090,000 18,372,951
Hunter's Glen Chesterfield, MO 1,700 472,573 915,200 8,693,599
Hunter's Green Fort Worth, TX 100 847,599 524,300 4,252,221
Hunters Ridge/South Pointe St. Louis, MO 5,600 497,893 1,955,600 18,350,011
Huntington Hollow Tulsa, OK 0 102,656 668,600 6,119,867
Huntington Park Everett, WA 3,000 612,550 1,597,500 14,962,551
Idlewood Indianapolis, IN 1,800 371,211 2,561,800 11,827,851
Indian Bend Phoenix, AZ 3,200 707,524 1,075,700 10,359,909
Indian Tree Arvada, CO 100 512,219 881,225 5,380,551
Indigo Plantation Daytona Beach, FL 0 11,019 1,520,000 14,901,289
Indigo Springs Kent, WA 500 530,895 1,270,500 11,969,457
Ingleside, The Phoenix, AZ 0 19,150 1,203,600 10,704,732
Ironwood at the Ranch Wesminster, CO 0 151,417 1,493,300 13,591,199
Isle at Arrowhead Ranch Glendale, AZ 0 (148,013) 1,650,237 19,626,061
Ivy Place (L) Atlanta, GA 9,750 314,496 802,950 7,453,696
James Street Crossing Kent, WA 2,654 155,487 2,081,254 18,862,923
Jefferson at Walnut Creek Austin, TX 1,600 139,508 2,737,600 14,721,293
Junipers at Yarmouth Yarmouth, ME 5,700 305,644 1,355,700 8,112,756
Kempton Downs Gresham, OR 35,149 1,038,147 1,217,349 11,678,140
Keystone Austin, TX 500 608,330 498,500 5,090,636
Kimmerly Glen Charlotte, NC 0 6,747 1,040,000 12,708,593
Kingsport Alexandria, VA 0 632,015 1,262,250 12,086,621
Kingswood Manor San Antonio, TX 100 1,552,690 294,000 3,614,686
Kirby Place Houston, TX 1,600 76,259 3,621,600 25,975,084
La Costa Brava (JAX) Jacksonville, FL (J) (1) 3,092,861 835,756 11,195,072
La Costa Brava (ORL) Orlando, FL 0 5,510,964 206,626 6,891,469
La Mariposa Mesa, AZ 0 227,622 2,047,539 12,681,422
La Mirage San Diego, CA 0 653,113 6,005,200 123,635,599
La Reserve Oro Valley, AZ 0 115,178 3,264,562 5,054,723
La Tour Fontaine Houston, TX 0 9,382 2,916,000 15,931,686
La Valencia Mesa, AZ 0 241,927 3,553,350 20,786,356
<CAPTION>
Life Used to
Compute
Depreciation in
- --------------------------------------------------------------------------------------------------------------
Accumulated Date of Latest Income
Apartment Name Location Total (B) Depreciation Construction Statement (C)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Greenhaven Union City, CA $22,727,469 $ 229,042 1983 30 Years
Greenhouse - Frey Road Atlanta, GA 25,907,458 3,843,772 1985 30 Years
Greenhouse - Holcomb Bridge Atlanta, GA 22,643,292 3,420,109 1985 30 Years
Greenhouse - Roswell Atlanta, GA 12,979,427 1,969,470 1985 30 Years
Greenwich Woods Silver Spring, MD 34,204,000 4,748,175 1967 30 Years
Greenwood Village Tempe, AZ 19,708,168 654,182 1984 30 Years
Grey Eagle Greenville, SC 7,349,166 305,082 1991 30 Years
Greystone Atlanta, GA 7,500,569 111,588 1960 30 Years
Gwinnett Crossing Duluth, GA 35,338,399 277,465 1989/90 30 Years
Habitat Orlando, FL 7,302,030 4,241,101 1974 30 Years
Hall Place Quincy, MA 8,267,423 10,663 1998 30 Years
Hammock's Place Miami, FL 13,372,356 2,524,109 1986 30 Years
Hampton Green San Antonio, TX 6,670,045 1,268,962 1979 30 Years
Hamptons Tacoma, WA 11,370,960 613,771 1991 30 Years
Harbor Pointe Milwaukee, WI 25,566,020 638,054 1970/1990 30 Years
Harborview San Pedro, CA 19,202,174 863,489 1985 30 Years
Harbour Landing Corpus Christi, TX $ 8,546,628 $1,536,466 1985 30 Years
Harrison Park Tucson, AZ 17,676,376 622,119 1985 30 Years
Harvest Grove Conyers, GA 19,848,611 163,652 1986 30 Years
Hathaway Long Beach, CA 25,761,174 2,813,859 1987 30 Years
Haywood Pointe Greenville, SC 9,800,151 81,040 1985 30 Years
Hearthstone San Antonio, TX 5,033,710 867,029 1982 30 Years
Heritage, The Phoenix, AZ 14,382,862 484,873 1995 30 Years
Heron Cove Coral Springs, FL 9,420,774 1,369,939 1987 30 Years
Heron Landing (K) Lauderhill, FL 7,522,903 775,811 1988 30 Years
Heron Pointe Boynton Beach, FL 9,810,424 461,259 1989 30 Years
Heron Run Plantation, FL 10,609,324 1,512,817 1987 30 Years
Hickory Creek Richmond, VA 20,295,565 158,665 1984 30 Years
Hickory Ridge Greenville, SC 2,938,459 127,539 1968 30 Years
Hidden Lakes Haltom City, TX 22,343,364 171,872 1996 30 Years
Hidden Oaks Cary, NC 12,184,020 495,384 1988 30 Years
Hidden Palms Tampa, FL 8,641,633 308,103 1986 30 Years
Hidden Valley Club Ann Arbor, MI 9,432,314 4,858,571 1973 30 Years
Highland Creste Seattle, WA 9,615,999 557,192 1989 30 Years
Highland Grove Stone Mt., GA 16,801,173 678,853 1988 30 Years
Highland Point Denver, CO 16,442,651 873,920 1984 30 Years
Highline Oaks Denver, CO 10,864,558 555,862 1986 30 Years
Hollows Columbia, SC 9,459,252 78,579 1987 30 Years
Hollyview Silver Springs, MD 1,722,980 62,582 1965 30 Years
Horizon Place Tampa, FL 14,443,289 107,541 1985 30 Years
Hunt Club Charlotte, NC 19,462,951 154,998 1990 30 Years
Hunter's Glen Chesterfield, MO 9,608,799 767,597 1985 30 Years
Hunter's Green Fort Worth, TX 4,776,521 968,355 1981 30 Years
Hunters Ridge/South Pointe St. Louis, MO 20,305,611 1,038,928 1986-1987 30 Years
Huntington Hollow Tulsa, OK 6,788,467 405,769 1981 30 Years
Huntington Park Everett, WA 16,560,051 2,655,577 1991 30 Years
Idlewood Indianapolis, IN 14,389,651 525,765 1991 30 Years
Indian Bend Phoenix, AZ 11,435,609 1,826,515 1973 30 Years
Indian Tree Arvada, CO 6,261,776 1,297,882 1983 30 Years
Indigo Plantation Daytona Beach, FL 16,421,289 128,007 1989 30 Years
Indigo Springs Kent, WA 13,239,957 813,955 1991 30 Years
Ingleside, The Phoenix, AZ 11,908,332 385,914 1995 30 Years
Ironwood at the Ranch Wesminster, CO 15,084,499 797,447 1986 30 Years
Isle at Arrowhead Ranch Glendale, AZ 21,276,298 717,949 1996 30 Years
Ivy Place (L) Atlanta, GA 8,256,646 729,974 1978 30 Years
James Street Crossing Kent, WA 20,944,176 719,489 1989 30 Years
Jefferson at Walnut Creek Austin, TX 17,458,893 645,560 1994 30 Years
Junipers at Yarmouth Yarmouth, ME 9,468,456 533,173 1970 30 Years
Kempton Downs Gresham, OR 12,895,489 1,649,856 1990 30 Years
Keystone Austin, TX 5,589,136 799,550 1981 30 Years
Kimmerly Glen Charlotte, NC 13,748,593 109,244 1986 30 Years
Kingsport Alexandria, VA 13,348,871 2,035,858 1986 30 Years
Kingswood Manor San Antonio, TX 3,908,686 536,838 1983 30 Years
Kirby Place Houston, TX 29,596,684 1,080,862 1994 30 Years
La Costa Brava (JAX) Jacksonville, FL (J) 12,030,829 6,530,247 1970/1973 30 Years
La Costa Brava (ORL) Orlando, FL 7,098,095 3,841,225 1967 30 Years
La Mariposa Mesa, AZ 14,728,961 477,406 1986 30 Years
La Mirage San Diego, CA 129,640,799 6,274,402 1988/1992 30 Years
La Reserve Oro Valley, AZ 8,319,285 217,759 1988 30 Years
La Tour Fontaine Houston, TX 18,847,686 130,277 1994 30 Years
La Valencia Mesa, AZ 24,339,706 778,595 1998 30 Years
</TABLE>
S-4
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
Real Estate and Accumulated Depreciation
December 31, 1998
<TABLE>
<CAPTION>
Cost Capitalized
Subsequent to
Initial Cost to Acquisition
Description Company (Improvements, net) (I)
- -----------------------------------------------------------------------------------------------------------------------------------
Building & Building &
Apartment Name Location Encumbrances Land Fixtures Land Fixtures Land
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ladera Mesa, AZ $ 0 $2,978,879 $20,643,003 $ 0 $ 28,461 $2,978,879
Lake in the Woods (MI) Ypsilanti, MI 0 1,859,625 16,314,064 0 6,631,660 1,859,625
Lake Point Charlotte, NC 0 1,058,975 13,904,172 0 19,183 1,058,975
Lakeridge at Moors Miami, FL 0 2,100,000 9,134,273 0 7,648 2,100,000
Lakes at Vinings Atlanta, GA 22,420,082 6,496,000 21,821,861 2,000 50,216 6,498,000
Lakeshore at Preston Plano, TX 13,083,226 3,322,000 15,177,406 3,800 81,141 3,325,800
Lakeville Resort Petaluma, CA 20,523,132 2,734,100 24,773,523 2,400 320,134 2,736,500
Lakewood Greens Dallas, TX 8,385,077 2,016,000 8,997,910 3,600 67,778 2,019,600
Lakewood Oaks Dallas, TX 0 1,630,200 14,671,813 1,400 749,835 1,631,600
Landera San Antonio, TX 0 766,300 6,896,811 0 173,701 766,300
Landings (TN) Memphis, TN 0 1,314,000 14,221,751 0 7,774 1,314,000
Lands End Pacifica, CA 0 1,824,500 16,423,435 2,000 1,134,938 1,826,500
Larkspur Woods Sacramento, CA (E) 5,800,000 14,512,065 2,900 272,127 5,802,900
Laurel Ridge Chapel Hill, NC 0 160,000 3,434,635 22,001 1,338,976 182,001
Legends Tucson, AZ 0 2,729,788 17,905,915 0 103,532 2,729,788
Lexington Glen Atlanta, GA 0 5,760,000 41,097,486 0 7,067 5,760,000
Lexington Park Orlando, FL 0 2,016,000 12,464,122 0 17,940 2,016,000
Lexington Village Alpharetta, GA 18,672,575 3,520,000 21,030,169 1,900 55,275 3,521,900
Lincoln Green I San Antonio, TX 0 947,366 2,133,002 0 3,753,956 947,366
Lincoln Green I & II (CA) Sunnyvale, CA 12,900,000 9,048,000 18,419,243 9,300 109,486 9,057,300
Lincoln Green II San Antonio, TX 0 1,052,340 5,828,311 0 90,343 1,052,340
Lincoln Green III San Antonio, TX 0 536,010 2,069,688 0 32,629 536,010
Lincoln Heights Quincy, MA 21,700,000 5,925,000 33,575,000 3,400 117,191 5,928,400
Lincoln Oaks Tulsa, OK 0 1,310,500 11,794,290 0 97,102 1,310,500
Lincoln Village I & II (CA) Larkspur, CA 0 17,100,000 31,363,631 7,300 166,166 17,107,300
Little Cottonwoods Tempe, AZ (P) 3,050,133 27,039,173 0 42,916 3,050,133
Lodge (OK), The Tulsa, OK 0 313,571 2,677,951 (200) 1,145,535 313,371
Lodge (TX), The San Antonio, TX 0 1,363,636 5,496,784 0 3,775,750 1,363,636
Lofton Place Tampa, FL 0 2,240,000 16,890,077 0 23,916 2,240,000
Longwood Decatur, GA 0 1,452,000 13,067,523 2,048 493,235 1,454,048
Madison at Bridford Lake Greensboro, NC 0 2,265,314 26,415,436 0 0 2,265,314
Madison at Cedar Springs Dallas, TX 0 2,470,000 33,331,339 0 4,649 2,470,000
Madison at Chase Oaks Plano, TX 0 3,055,000 29,002,581 0 10,638 3,055,000
Madison at Coral Square Coral Springs, FL 0 4,800,000 26,087,012 0 26,455 4,800,000
Madison at River Sound Lawrenceville, GA 0 3,666,999 48,136,692 0 8,495 3,666,999
Madison at Round Grove Austin, TX 0 2,626,000 25,843,457 0 12,279 2,626,000
Madison at Stone Creek Lewisville, TX 0 2,535,000 22,665,256 0 16,533 2,535,000
Madison at the Arboretum Austin, TX 0 1,046,500 9,669,201 0 19,939 1,046,500
Madison on Melrose Richardson, TX 0 1,300,000 15,115,309 0 3,846 1,300,000
Madison on the Parkway Dallas, TX 0 2,444,000 22,514,520 0 5,477 2,444,000
Mallard Cove Greenville, SC 0 803,700 7,233,160 9,650 638,498 813,350
Mallgate Louisville, KY 0 0 6,162,515 0 4,784,159 0
Marbrisa Tampa, FL 0 811,500 7,303,334 2,000 836,637 813,500
Mariner Club (FL) Pembroke Pines, FL 9,586,405 1,824,000 20,912,452 500 16,773 1,824,500
Mariners Wharf Orange Park, FL 0 1,858,800 16,733,097 2,400 107,211 1,861,200
Marks Denver, CO 20,830,000 4,928,500 44,356,994 0 741,053 4,928,500
Marquessa Corona Hills, CA 0 6,888,500 21,823,966 0 298,447 6,888,500
Martha Lake Seattle, WA 0 823,200 7,409,199 (2,000) 62,852 821,200
Martins Landing Roswell, GA 12,902,947 4,800,000 12,913,715 2,000 93,488 4,802,000
Marymont (MD) Laurel, MD 0 1,901,800 17,116,593 2,000 595,136 1,903,800
Maxwell House Augusta, GA 0 216,000 1,846,772 0 795,390 216,000
McAlpine Ridge Charlotte, NC 0 1,283,400 11,550,225 600 748,260 1,284,000
McDowell Place Naperville, IL 16,000,000 2,578,900 23,210,030 1,500 660,187 2,580,400
Meadow Creek Tigard, OR 8,424,069 1,298,100 11,682,684 1,000 1,026,991 1,299,100
Meadows (AZ), The Mesa, AZ 0 650,000 15,438,616 0 264,739 650,000
Meadows in the Park Birmingham, AL 0 1,000,000 8,525,000 900 135,704 1,000,900
Meadows on the Lake Birmingham, AL 0 1,000,000 8,521,175 900 23,089 1,000,900
Merrill Creek Tacoma, WA 0 814,200 7,327,478 0 42,678 814,200
Merrimac Woods Costa Mesa, CA 0 673,300 6,059,722 2,400 364,456 675,700
Merritt Lake Duluth, GA 0 3,400,000 25,089,339 0 0 3,400,000
Metropolitan Park Seattle, WA 0 493,200 4,438,977 0 72,181 493,200
Mill Village Randolph, MA 0 6,200,000 13,249,725 (14,700) 63,493 6,185,300
Mirador Phoenix, AZ 0 2,597,518 23,417,575 0 51,011 2,597,518
Mission Bay Orlando, FL 0 2,432,000 21,864,876 0 11,695 2,432,000
Mission Palms Tucson, AZ 0 2,023,400 18,210,383 0 308,852 2,023,400
Misty Woods Cary, NC 0 720,790 18,446,473 0 32,918 720,790
Montierra Scottsdale, AZ 0 3,455,000 16,059,325 0 0 3,455,000
Morningside Scottsdale, AZ (P) 670,470 12,616,599 0 71,928 670,470
Mountain Park Ranch Phoenix, AZ (Q) 1,662,332 18,261,617 0 216,502 1,662,332
Mountain Run Albuquerque, NM 0 2,023,400 20,735,983 280,600 451,013 2,304,000
Mountain Terrace Stevenson Ranch, CA 0 3,977,200 35,794,729 1,800 353,995 3,979,000
<CAPTION>
Gross Amount Carried Life Used to
at Close of Compute
Period 12/31/98 Depreciation in
- ------------------------------------------------------------------------------------------------------------------
Building & Accumulated Date of Latest Income
Apartment Name Fixtures (A) Total (B) Depreciation Construction Statement (C)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ladera $20,671,464 $23,650,343 $ 748,331 1995 30 Years
Lake in the Woods (MI) 22,945,724 24,805,349 12,192,377 1969 30 Years
Lake Point 13,923,355 14,982,330 120,073 1984 30 Years
Lakeridge at Moors 9,141,921 11,241,921 77,914 1991 30 Years
Lakes at Vinings 21,872,077 28,370,077 384,185 1972/1975 30 Years
Lakeshore at Preston 15,258,547 18,584,347 268,684 1992 30 Years
Lakeville Resort 25,093,657 27,830,157 2,041,036 1984 30 Years
Lakewood Greens 9,065,689 11,085,289 165,577 1986 30 Years
Lakewood Oaks 15,421,648 17,053,248 2,547,680 1987 30 Years
Landera 7,070,513 7,836,813 433,120 1983 30 Years
Landings (TN) 14,229,525 15,543,525 122,329 1986 30 Years
Lands End 17,558,373 19,384,873 1,660,591 1974 30 Years
Larkspur Woods 14,784,191 20,587,091 634,415 1989/1993 30 Years
Laurel Ridge 4,773,611 4,955,612 2,430,260 1975 30 Years
Legends 18,009,446 20,739,234 673,666 1995 30 Years
Lexington Glen 41,104,553 46,864,553 338,924 1990 30 Years
Lexington Park 12,482,062 14,498,062 106,977 1988 30 Years
Lexington Village 21,085,443 24,607,343 352,265 1995 30 Years
Lincoln Green I 5,886,958 6,834,324 2,897,048 1984/1986 30 Years
Lincoln Green I & II (CA) 18,528,729 27,586,029 322,275 1979 30 Years
Lincoln Green II 5,918,654 6,970,994 2,413,452 1984/1986 30 Years
Lincoln Green III 2,102,317 2,638,327 884,364 1984/1986 30 Years
Lincoln Heights 33,692,191 39,620,591 1,211,608 1991 30 Years
Lincoln Oaks 11,891,392 13,201,892 715,734 1991 30 Years
Lincoln Village I & II (CA) 31,529,797 48,637,097 552,174 1980 30 Years
Little Cottonwoods 27,082,089 30,132,222 990,964 1984 30 Years
Lodge (OK), The 3,823,486 4,136,857 2,167,383 1979 30 Years
Lodge (TX), The 9,272,534 10,636,170 3,428,267 1979(#) 30 Years
Lofton Place 16,913,993 19,153,993 142,634 1988 30 Years
Longwood 13,560,758 15,014,806 2,358,769 1992 30 Years
Madison at Bridford Lake 26,415,436 28,680,750 212,365 (S) 30 Years
Madison at Cedar Springs 33,335,988 35,805,988 274,712 1995 30 Years
Madison at Chase Oaks 29,013,219 32,068,219 244,441 1995 30 Years
Madison at Coral Square 26,113,467 30,913,467 218,152 1989 30 Years
Madison at River Sound 48,145,186 51,812,186 398,420 1996 30 Years
Madison at Round Grove 25,855,736 28,481,736 217,324 1995 30 Years
Madison at Stone Creek 22,681,789 25,216,789 191,826 1995 30 Years
Madison at the Arboretum 9,689,140 10,735,640 81,638 1995 30 Years
Madison on Melrose 15,119,155 16,419,155 125,697 1995 30 Years
Madison on the Parkway 22,519,997 24,963,997 190,086 1995 30 Years
Mallard Cove 7,871,658 8,685,008 765,864 1983 30 Years
Mallgate 10,946,674 10,946,674 6,606,790 1969 30 Years
Marbrisa 8,139,971 8,953,471 694,912 1984 30 Years
Mariner Club (FL) 20,929,225 22,753,725 174,964 1988 30 Years
Mariners Wharf 16,840,309 18,701,509 750,312 1989 30 Years
Marks 45,098,047 50,026,547 2,569,934 1987 30 Years
Marquessa 22,122,413 29,010,913 806,672 1992 30 Years
Martha Lake 7,472,051 8,293,251 440,024 1991 30 Years
Martins Landing 13,007,203 17,809,203 229,367 1972 30 Years
Marymont (MD) 17,711,729 19,615,529 2,751,765 1987-88 30 Years
Maxwell House 2,642,162 2,858,162 1,248,345 1951 30 Years
McAlpine Ridge 12,298,485 13,582,485 1,925,716 1989-90 30 Years
McDowell Place 23,870,217 26,450,617 1,822,982 1988 30 Years
Meadow Creek 12,709,675 14,008,775 2,091,069 1985 30 Years
Meadows (AZ), The 15,703,355 16,353,355 599,678 1984 30 Years
Meadows in the Park 8,660,704 9,661,604 338,365 1986 30 Years
Meadows on the Lake 8,544,264 9,545,164 331,222 1987 30 Years
Merrill Creek 7,370,156 8,184,356 429,585 1994 30 Years
Merrimac Woods 6,424,177 7,099,877 550,388 1970 30 Years
Merritt Lake 25,089,339 28,489,339 0 (S) 30 Years
Metropolitan Park 4,511,158 5,004,358 263,175 1991 30 Years
Mill Village 13,313,218 19,498,518 518,244 1971/1977 30 Years
Mirador 23,468,586 26,066,104 856,200 1995 30 Years
Mission Bay 21,876,571 24,308,571 182,297 1991 30 Years
Mission Palms 18,519,235 20,542,635 1,092,658 1980 30 Years
Misty Woods 18,479,391 19,200,181 158,021 1984 30 Years
Montierra 16,059,325 19,514,325 0 (S) 30 Years
Morningside 12,688,527 13,358,997 464,025 1989 30 Years
Mountain Park Ranch 18,478,120 20,140,452 680,537 1994 30 Years
Mountain Run 21,186,996 23,490,996 1,251,274 1985 30 Years
Mountain Terrace 36,148,724 40,127,724 2,624,731 1992 30 Years
</TABLE>
S-5
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
Real Estate and Accumulated Depreciation
December 31, 1998
<TABLE>
<CAPTION>
Cost Capitalized
Subsequent to
Initial Cost to Acquisition
Description Company (Improvements, net) (I)
- -----------------------------------------------------------------------------------------------------------------------------------
Building & Building &
Apartment Name Location Encumbrances Land Fixtures Land Fixtures
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Newport Heights Seattle, WA $ 0 $ 390,700 $ 3,516,229 $ 500 $ 268,372
North Creek (Everett) Evertt, WA 8,242,891 3,960,000 12,085,772 7,500 383,213
North Creek Heights Seattle, WA 0 753,800 6,784,170 0 66,194
North Hill Atlanta, GA 16,252,184 2,520,000 18,501,949 5,300 3,134,657
Northampton 1 Largo, MD 13,042,769 1,843,200 17,318,363 0 2,278,241
Northampton 2 Largo, MD 0 1,494,100 14,279,723 19,400 633,133
Northgate Village San Antonio, TX 0 660,000 5,753,724 100 706,216
Northlake (FL) Jacksonville, FL 0 1,166,000 10,494,125 2,400 93,707
Northridge Pleasant Hill, CA 0 5,525,000 14,669,757 2,800 131,052
Northwoods Village Cary, NC (E) 1,368,000 11,443,857 1,700 435,629
Oak Mill 2 Germantown, MD 9,507,486 854,000 8,187,169 133 1,043,938
Oak Park North Agoura Hills, CA (O) 1,706,500 15,358,942 400 125,182
Oak Park South Agoura Hills, CA (O) 1,683,400 15,150,835 400 187,533
Oaks (NC) Charlotte, NC 0 2,196,744 24,031,587 0 7,017
Oaks of Lakebridge Ormond Beach, FL 0 413,700 3,742,503 2,100 565,993
Ocean Walk Key West, FL 21,099,078 2,834,900 25,517,673 3,849 163,592
Olde Redmond Place Redmond, WA 9,400,000 4,800,000 14,073,460 7,100 104,045
Olentangy Commons (OH) Columbus, OH 0 3,032,336 20,862,191 (0) 8,890,595
One Eton Square Tulsa, OK 0 1,570,100 14,130,762 0 352,845
Orange Grove Village Tucson, AZ (P) 1,813,154 14,899,780 0 109,073
Orchard of Landen Maineville, OH (E) 2,496,000 17,720,225 2,400 172,678
Orchard Ridge Seattle, WA 0 482,600 4,343,826 3,000 251,695
Overlook San Antonio, TX 0 1,100,000 9,900,000 200 241,128
Overlook Manor Frederick, MD 0 1,296,000 3,896,628 3,100 40,128
Overlook Manor II Frederick, MD 5,877,338 2,184,000 6,271,649 2,300 33,224
Overlook Manor III Frederick, MD 0 1,024,000 3,008,998 2,300 27,952
Paces Station Atlanta, GA 0 4,801,500 32,630,170 0 538,550
Palms at South Shore League City, TX 0 1,200,000 16,601,152 0 7,041
Palms, The Phoenix, AZ (P) 3,285,226 11,269,891 0 170,132
Panther Ridge Seattle, WA 0 1,055,800 9,501,841 0 327,290
Paradise Pointe Dania, FL 0 1,493,800 16,714,317 419,614 1,658,986
Parc Royale Houston, TX 8,850,805 2,223,000 11,921,433 0 7,374
Park Knoll Atlanta, GA 0 2,904,500 26,140,219 4,300 1,612,513
Park Meadow Gilbert, AZ (P) 835,217 15,124,555 0 75,202
Park Place (TX) Houston, TX 10,088,744 1,603,000 11,961,084 0 48,402
Park Place I & II Plymouth, MN 17,678,878 2,428,200 21,853,006 7,800 937,147
Park West (CA) Los Angeles, CA 0 3,033,300 27,299,323 200 775,858
Park West (TX) Austin, TX 0 648,605 4,541,683 100 610,176
Park West End (VA) Richmond, VA 7,168,169 1,560,000 11,849,159 2,500 41,285
Parkcrest Southfield, MI 7,230,684 1,260,000 10,366,615 5,000 72,767
Parkridge Place Las Colinas, TX 0 6,430,800 17,073,584 2,100 278,799
Parkside Union City, CA 0 6,240,000 11,809,198 6,700 342,653
Parkview Terrace Redlands, CA 22,650,000 4,969,200 35,729,978 0 143,539
Parkwood East Fort Collins, CO 0 1,644,000 14,796,301 0 144,849
Patchen Oaks Lexington, KY 0 1,344,000 8,121,317 1,300 74,332
Pine Harbour Orlando, FL 0 1,661,000 14,948,625 3,300 968,258
Pine Meadow Greensboro, NC 4,777,745 719,300 6,474,036 1,350 593,336
Pines at Cloverlane Pittsfield Township, MI 0 1,906,600 17,159,269 1,200 3,252,603
Pines of Springdale West Palm Beach, FL 0 471,200 4,240,800 2,667 518,699
Plantation (TX) Houston, TX 0 2,320,000 7,690,000 2,900 309,026
Plantation Ridge Marietta, GA 0 4,086,000 19,178,927 2,900 383,733
Plantations at Killearn Tallahassee, FL 5,061,305 828,000 7,646,210 0 11,174
Pleasant Ridge Arlington, TX 1,656,463 441,000 1,959,866 4,100 45,544
Plum Tree Corner, WI (R) 1,992,000 20,259,729 4,700 209,236
Plum Tree Park Seattle, WA 0 1,133,400 10,200,420 0 99,787
Point (NC) Charlotte, NC 0 1,700,000 25,876,312 0 9,798
Pointe at South Mountain Phoenix, AZ 0 2,228,800 20,058,955 0 421,967
Pointe East Redmond, WA 0 601,800 5,416,489 800 190,178
Polos Fort Myers, FL 0 1,640,000 18,668,025 0 46,063
Polos East Orlando, FL 0 1,386,000 19,296,136 0 11,499
Portland Center Combined Portland, OR 22,147,692 6,028,000 43,503,133 4,900 61,261
Portofino Chino Hills, CA 0 3,572,400 14,662,928 0 97,036
Portside Towers Combined Jersey City, NJ 58,253,929 22,440,000 96,678,525 15,700 167,992
Prairie Creek I&II Richardson, TX 0 2,832,000 20,207,544 0 0
Preakness Antioch, TN (E) 1,560,000 7,653,521 1,900 921,368
Preserve at Squaw Peak Phoenix, AZ (P) 517,788 8,535,598 0 119,166
Preston at Willowbend Plano, TX 0 872,500 7,852,675 0 1,489,454
Preston Bend Dallas, TX 8,719,000 1,083,000 9,925,055 2,200 185,044
Preston Lake Atlanta, GA 0 1,430,900 12,877,986 34,993 1,152,176
Princeton Square Jacksonville, FL 0 864,000 12,129,072 0 6,034
Promenade (FL) St. Petersburg, FL 0 2,124,193 25,969,392 0 17,450
<CAPTION>
Gross Amount Carried Life Used to
at Close of Compute
Description Period 12/31/98 Depreciation in
- -------------------------------------------------------------------------------------------------------------------
Building & Accumulated Date of Latest Income
Apartment Name Land Fixtures (A) Total (B) Depreciation Construction Statement (C)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Newport Heights $ 391,200 $ 3,784,601 $ 4,175,801 $ 642,415 1985 30 Years
North Creek (Everett) 3,967,500 12,468,984 16,436,484 171,059 1986 30 Years
North Creek Heights 753,800 6,850,364 7,604,164 399,608 1990 30 Years
North Hill 2,525,300 21,636,606 24,161,906 1,157,351 1984 30 Years
Northampton 1 1,843,200 19,596,604 21,439,804 3,314,135 1977 30 Years
Northampton 2 1,513,500 14,912,856 16,426,356 2,140,454 1988 30 Years
Northgate Village 660,100 6,459,940 7,120,040 1,461,952 1984 30 Years
Northlake (FL) 1,168,400 10,587,833 11,756,233 484,058 1989 30 Years
Northridge 5,527,800 14,800,809 20,328,609 335,709 1974 30 Years
Northwoods Village 1,369,700 11,879,486 13,249,186 519,451 1986 30 Years
Oak Mill 2 854,133 9,231,107 10,085,240 1,243,406 1985 30 Years
Oak Park North 1,706,900 15,484,124 17,191,024 1,714,877 1990 30 Years
Oak Park South 1,683,800 15,338,368 17,022,168 1,838,381 1989 30 Years
Oaks (NC) 2,196,744 24,038,604 26,235,348 199,692 1996 30 Years
Oaks of Lakebridge 415,800 4,308,496 4,724,296 896,364 1984 30 Years
Ocean Walk 2,838,749 25,681,265 28,520,013 959,073 1990 30 Years
Olde Redmond Place 4,807,100 14,177,504 18,984,604 251,198 1986 30 Years
Olentangy Commons (OH) 3,032,336 29,752,786 32,785,122 17,445,753 1972 30 Years
One Eton Square 1,570,100 14,483,607 16,053,707 917,323 1985 30 Years
Orange Grove Village 1,813,154 15,008,854 16,822,008 578,822 1986/1995 30 Years
Orchard of Landen 2,498,400 17,892,902 20,391,302 776,517 1985/1988 30 Years
Orchard Ridge 485,600 4,595,521 5,081,121 785,794 1988 30 Years
Overlook 1,100,200 10,141,128 11,241,328 654,566 1985 30 Years
Overlook Manor 1,299,100 3,936,756 5,235,856 68,456 1980/1985 30 Years
Overlook Manor II 2,186,300 6,304,873 8,491,173 110,701 1980/1985 30 Years
Overlook Manor III 1,026,300 3,036,950 4,063,250 51,336 1980/1985 30 Years
Paces Station 4,801,500 33,168,720 37,970,220 1,649,641 1984-1988/1989 30 Years
Palms at South Shore 1,200,000 16,608,194 17,808,194 138,906 1990 30 Years
Palms, The 3,285,226 11,440,023 14,725,249 419,328 1990 30 Years
Panther Ridge 1,055,800 9,829,131 10,884,931 604,524 1980 30 Years
Paradise Pointe 1,913,414 18,373,302 20,286,717 2,555,797 1987-90 30 Years
Parc Royale 2,223,000 11,928,807 14,151,807 99,492 1994 30 Years
Park Knoll 2,908,800 27,752,732 30,661,532 5,150,343 1983 30 Years
Park Meadow 835,217 15,199,757 16,034,974 559,438 1986 30 Years
Park Place (TX) 1,603,000 12,009,486 13,612,486 421,993 1996 30 Years
Park Place I & II 2,436,000 22,790,153 25,226,153 2,073,725 1986 30 Years
Park West (CA) 3,033,500 28,075,181 31,108,681 3,415,094 1987/90 30 Years
Park West (TX) 648,705 5,151,859 5,800,564 1,051,788 1985 30 Years
Park West End (VA) 1,562,500 11,890,445 13,452,945 431,512 1985 30 Years
Parkcrest 1,265,000 10,439,382 11,704,382 184,587 1987 30 Years
Parkridge Place 6,432,900 17,352,383 23,785,283 741,369 1985 30 Years
Parkside 6,246,700 12,151,851 18,398,551 214,752 1979 30 Years
Parkview Terrace 4,969,200 35,873,518 40,842,718 1,319,693 1986 30 Years
Parkwood East 1,644,000 14,941,150 16,585,150 862,762 1986 30 Years
Patchen Oaks 1,345,300 8,195,650 9,540,950 140,271 1990 30 Years
Pine Harbour 1,664,300 15,916,883 17,581,183 2,916,928 1991 30 Years
Pine Meadow 720,650 7,067,372 7,788,022 715,199 1974 30 Years
Pines at Cloverlane 1,907,800 20,411,872 22,319,672 2,607,112 1975-79 30 Years
Pines of Springdale 473,867 4,759,499 5,233,366 876,398 1985/87(x) 30 Years
Plantation (TX) 2,322,900 7,999,026 10,321,926 265,099 1969 30 Years
Plantation Ridge 4,088,900 19,562,659 23,651,559 389,346 1975 30 Years
Plantations at Killearn 828,000 7,657,385 8,485,385 67,650 1990 30 Years
Pleasant Ridge 445,100 2,005,410 2,450,510 36,657 1982 30 Years
Plum Tree 1,996,700 20,468,965 22,465,665 552,298 1989 30 Years
Plum Tree Park 1,133,400 10,300,207 11,433,607 602,359 1991 30 Years
Point (NC) 1,700,000 25,886,110 27,586,110 215,100 1996 30 Years
Pointe at South Mountain 2,228,800 20,480,922 22,709,722 1,187,642 1988 30 Years
Pointe East 602,600 5,606,667 6,209,267 849,394 1988 30 Years
Polos 1,640,000 18,714,088 20,354,088 158,462 1991 30 Years
Polos East 1,386,000 19,307,635 20,693,635 162,504 1991 30 Years
Portland Center Combined 6,032,900 43,564,393 49,597,293 128,134 1965 30 Years
Portofino 3,572,400 14,759,964 18,332,364 533,039 1989 30 Years
Portside Towers Combined 22,455,700 96,846,517 119,302,217 1,838,332 1992/1997 30 Years
Prairie Creek I&II 2,832,000 20,207,544 23,039,544 166,908 1998/99 30 Years
Preakness 1,561,900 8,574,888 10,136,788 386,777 1986 30 Years
Preserve at Squaw Peak 517,788 8,654,764 9,172,552 319,358 1990 30 Years
Preston at Willowbend 872,500 9,342,129 10,214,629 1,802,923 1985 30 Years
Preston Bend 1,085,200 10,110,100 11,195,300 577,882 1986 30 Years
Preston Lake 1,465,893 14,030,162 15,496,055 2,660,435 1984-86 30 Years
Princeton Square 864,000 12,135,106 12,999,106 105,842 1984 30 Years
Promenade (FL) 2,124,193 25,986,843 28,111,036 215,668 1994 30 Years
</TABLE>
S-6
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
Real Estate and Accumulated Depreciation
December 31, 1998
<TABLE>
<CAPTION>
Cost Capitalized
Subsequent to
Initial Cost to Acquisition
Description Company (Improvements, net) (I)
- ------------------------------------------------------------------------------------------------------------------------------------
Building & Building &
Apartment Name Location Encumbrances Land Fixtures Land Fixtures
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Promenade Terrace Corona Hills, CA $15,952,012 $2,281,000 $20,529,476 $ 1,800 $ 285,946
Promontory Pointe I & II Phoenix, AZ (P) 2,355,509 30,450,580 0 98,159
Prospect Towers Hackensack, NJ 14,774,318 8,425,000 27,891,710 1,600 176,246
Pueblo Villas Albuquerque, NM 0 854,300 7,688,783 1,300 639,184
Quail Cove Salt Lake City, UT 0 2,271,800 20,446,430 0 378,250
Rancho Murietta Tempe, AZ 0 1,766,282 17,585,287 0 102,299
Ranchstone Houston, TX 0 770,000 15,395,149 0 5,445
Ravens Crest Plainsboro, NJ (O) 4,673,000 42,057,149 2,850 1,928,046
Ravinia Greenfield, WI (R) 1,236,000 12,034,764 4,100 170,609
Redlands Lawn and Tennis Redlands, CA 24,050,000 4,822,320 26,373,194 0 229,969
Reflections at the Lakes Las Vegas, NV 0 1,896,000 17,063,715 0 126,145
Regatta San Antonio, TX 0 818,500 7,366,677 0 172,596
Regency Charlotte, NC 0 890,000 12,003,614 0 17,603
Regency Palms Huntington Beach, CA 0 1,856,500 16,708,950 900 535,399
Regency Woods Des Moines, IA 6,351,345 745,100 6,705,430 8,380 189,023
Registry Denver, CO 0 1,303,100 11,727,649 0 151,286
Reserve at Ashley Lake Boynton Beach, FL 24,150,000 3,519,900 23,340,219 500 231,249
Reserve Square Combined Cleveland, OH 0 2,618,352 23,565,022 500 10,401,164
Retreat, The Phoenix, AZ 0 3,475,114 26,544,281 0 0
Richmond Townhomes Houston, TX 9,316,217 940,000 13,881,949 0 43,054
Ridgegate Seattle, WA 0 805,800 7,251,986 0 151,473
Ridgetop Tacoma, WA 0 811,500 7,082,500 0 269,585
Ridgetree I & II Dallas, TX 0 2,094,600 18,851,177 20,600 1,381,212
Ridgeway Commons Memphis, TN 0 568,400 5,115,501 14,840 198,793
Ridgewood Village San Diego, CA 0 5,760,000 14,019,345 1,500 20,847
Rincon Houston, TX 0 4,400,000 16,725,229 1,900 64,450
River Bend Tampa, FL 0 602,945 2,161,915 0 2,286,450
River Hill Grand Prairie, TX 0 2,004,000 19,375,832 0 8,139
River Oak Louisville, KY 0 1,253,900 11,285,573 2,700 238,961
River Park Fort Worth, TX 7,721,103 2,240,000 8,769,069 5,400 92,735
Rivers Edge Waterbury, CT 0 780,000 6,544,410 1,900 23,899
Riverside Park Tulsa, OK (E) 1,440,000 12,374,977 1,400 81,122
Rock Creek Corrboro, NC 0 895,100 8,056,360 600 189,346
Rolido Parque Houston, TX 7,190,666 2,950,000 7,882,070 5,900 232,225
Rosehill Pointe Lenexa, KS 13,100,000 2,073,400 18,660,475 22,600 1,649,297
Royal Oak Eagan, MN 13,148,135 1,598,200 14,383,478 4,704 204,504
Royal Oaks (FL) Jacksonville, FL 0 1,988,000 13,845,479 0 11,341
Sabal Palm Pompano Beach, FL 0 3,536,000 20,167,175 2,600 516,806
Sabal Palm at Boot Ranch Palm Harbor, FL 16,736,610 3,888,000 29,106,931 0 26,613
Sabal Palm at Carrollwood Place Tampa, FL 0 3,888,000 27,051,346 0 11,468
Sabal Pointe (M) Coral Springs, FL 0 1,941,900 17,477,592 9,700 337,037
Saddle Creek Carrollton, TX 0 703,300 6,329,899 4,800 3,158,856
Saddle Ridge Loudoun County, VA 0 1,351,800 12,165,984 13,000 319,230
Sailboat Bay Raleigh, NC 0 960,000 9,012,118 0 6,255
San Tropez Phoenix, AZ 0 2,738,000 24,641,839 0 178,192
Sandstone Euless, TX 1,359,266 240,000 1,560,399 3,600 42,252
Sawgrass Cove Bradenton, FL 0 1,671,200 15,041,179 2,950 1,100,691
Scarborough Square Rockville, MD 4,162,256 1,815,000 7,210,774 0 0
Scottsdale Courtyards Scottsdale, AZ (P) 2,979,269 25,060,431 0 197,011
Scottsdale Meadows Scottsdale, AZ 0 1,512,000 11,407,058 0 75,409
Seasons, The Boise, ID 0 604,400 5,439,624 3,600 379,840
Sedona Ridge Ahwatukee, AZ 0 5,508,000 9,700,530 0 197,861
Sedona Springs Austin, TX 0 2,574,000 23,478,175 0 15,243
Settler's Point Salt Lake City, UT 0 1,715,100 15,436,275 0 285,970
Seventh & James Seattle, WA 0 663,800 5,974,099 0 70,560
Shadow Brook Phoenix, AZ (P) 3,065,496 18,369,234 0 156,671
Shadow Lake Doraville, GA 0 1,140,000 13,377,068 0 5,840
Sheffield Court Arlington, VA 0 3,349,350 30,246,228 0 2,141,204
Shoal Run Birmingham, AL 0 1,380,000 12,540,007 0 11,202
Shores at Andersen Springs Chandler, AZ (P) 2,743,816 22,781,351 0 170,641
Sierra Canyon Canyon Cnty, CA 0 3,480,000 12,515,590 4,200 465,377
Silver Creek Phoenix, AZ (P) 712,102 6,705,954 0 57,100
Silver Shadow Las Vegas, NV 0 952,100 8,568,921 1,340 344,145
Silver Springs (FL) Jacksonville, FL 0 1,828,700 16,458,192 2,400 322,798
Silver Springs (OK) Tulsa, OK 0 672,500 6,052,669 0 92,874
Silverwood Mission, KS (T) 1,230,000 11,196,244 0 589,245
Skylark Union City, CA 11,790,000 1,775,000 16,660,175 6,600 (52,387)
Skyline Gateway Tucson, AZ 0 1,128,400 10,155,997 0 188,382
Sleepy Hollow Kansas City, MO (T) 2,193,547 13,689,443 (0) 1,707,643
Smoketree Polo Club Indio, CA 9,325,000 864,000 7,139,689 3,200 (160,530)
Sommerset Place Raleigh, NC 0 360,000 7,979,167 0 8,410
<CAPTION>
Gross Amount Carried Life Used to
at Close of Compute
Description Period 12/31/98 Depreciation in
- --------------------------------------------------------------------------------------------------------------------
Building & Accumulated Date of Latest Income
Apartment Name Land Fixtures (A) Total (B) Depreciation Construction Statement (C)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Promenade Terrace $2,282,800 $20,815,422 $23,098,222 $1,870,429 1990 30 Years
Promontory Pointe I & II 2,355,509 30,548,739 32,904,248 1,120,143 1984/1996 30 Years
Prospect Towers 8,426,600 28,067,956 36,494,556 922,709 1995 30 Years
Pueblo Villas 855,600 8,327,967 9,183,567 771,363 1975 30 Years
Quail Cove 2,271,800 20,824,680 23,096,480 1,227,031 1987 30 Years
Rancho Murietta 1,766,282 17,687,586 19,453,868 657,596 1983 30 Years
Ranchstone 770,000 15,400,595 16,170,595 128,681 1996 30 Years
Ravens Crest 4,675,850 43,985,195 48,661,045 7,206,475 1984 30 Years
Ravinia 1,240,100 12,205,373 13,445,473 326,931 1991 30 Years
Redlands Lawn and Tennis 4,822,320 26,603,163 31,425,483 989,172 1986 30 Years
Reflections at the Lakes 1,896,000 17,189,860 19,085,860 1,001,726 1989 30 Years
Regatta 818,500 7,539,273 8,357,773 455,368 1983 30 Years
Regency 890,000 12,021,217 12,911,217 100,588 1986 30 Years
Regency Palms 1,857,400 17,244,349 19,101,749 1,821,991 1969 30 Years
Regency Woods 753,480 6,894,453 7,647,933 276,730 1986 30 Years
Registry 1,303,100 11,878,935 13,182,035 688,044 1987 30 Years
Reserve at Ashley Lake 3,520,400 23,571,468 27,091,868 898,311 1990 30 Years
Reserve Square Combined 2,618,852 33,966,186 36,585,038 6,174,688 1973 30 Years
Retreat, The 3,475,114 26,544,281 30,019,395 0 (S) 30 Years
Richmond Townhomes 940,000 13,925,003 14,865,003 115,497 1995 30 Years
Ridgegate 805,800 7,403,459 8,209,259 438,612 1990 30 Years
Ridgetop 811,500 7,352,085 8,163,585 451,474 1988 30 Years
Ridgetree I & II 2,115,200 20,232,389 22,347,589 2,071,686 1983 30 Years
Ridgeway Commons 583,240 5,314,293 5,897,533 210,631 1970 30 Years
Ridgewood Village 5,761,500 14,040,192 19,801,692 519,276 1997 30 Years
Rincon 4,401,900 16,789,679 21,191,579 1,067,294 1996 30 Years
River Bend 602,945 4,448,365 5,051,310 3,297,277 1971 30 Years
River Hill 2,004,000 19,383,970 21,387,970 164,058 1996 30 Years
River Oak 1,256,600 11,524,533 12,781,133 453,970 1989 30 Years
River Park 2,245,400 8,861,804 11,107,204 164,553 1984 30 Years
Rivers Edge 781,900 6,568,309 7,350,209 125,628 1974 30 Years
Riverside Park 1,441,400 12,456,099 13,897,499 557,219 1994 30 Years
Rock Creek 895,700 8,245,706 9,141,406 645,889 1986 30 Years
Rolido Parque 2,955,900 8,114,295 11,070,195 260,186 1978 30 Years
Rosehill Pointe 2,096,000 20,309,772 22,405,772 2,181,785 1984 30 Years
Royal Oak 1,602,904 14,587,982 16,190,886 555,780 1989 30 Years
Royal Oaks (FL) 1,988,000 13,856,820 15,844,820 118,974 1991 30 Years
Sabal Palm 3,538,600 20,683,982 24,222,582 1,264,275 1989 30 Years
Sabal Palm at Boot Ranch 3,888,000 29,133,544 33,021,544 243,856 1996 30 Years
Sabal Palm at Carrollwood Place 3,888,000 27,062,814 30,950,814 227,623 1995 30 Years
Sabal Pointe (M) 1,951,600 17,814,628 19,766,228 1,852,893 1995 30 Years
Saddle Creek 708,100 9,488,755 10,196,855 2,693,363 1980 30 Years
Saddle Ridge 1,364,800 12,485,214 13,850,014 1,449,349 1989 30 Years
Sailboat Bay 960,000 9,018,373 9,978,373 77,810 1986 30 Years
San Tropez 2,738,000 24,820,030 27,558,030 1,405,570 1989 30 Years
Sandstone 243,600 1,602,651 1,846,251 28,313 1988 30 Years
Sawgrass Cove 1,674,150 16,141,870 17,816,020 2,853,554 1991 30 Years
Scarborough Square 1,815,000 7,210,774 9,025,774 7,138 1967 30 Years
Scottsdale Courtyards 2,979,269 25,257,442 28,236,711 912,998 1993 30 Years
Scottsdale Meadows 1,512,000 11,482,466 12,994,466 420,796 1984 30 Years
Seasons, The 608,000 5,819,464 6,427,464 995,851 1990 30 Years
Sedona Ridge 5,508,000 9,898,391 15,406,391 625,605 1988 30 Years
Sedona Springs 2,574,000 23,493,419 26,067,419 198,341 1995 30 Years
Settler's Point 1,715,100 15,722,245 17,437,345 912,770 1986 30 Years
Seventh & James 663,800 6,044,659 6,708,459 347,503 1992 30 Years
Shadow Brook 3,065,496 18,525,905 21,591,401 675,011 1984 30 Years
Shadow Lake 1,140,000 13,382,908 14,522,908 113,217 1989 30 Years
Sheffield Court 3,349,350 32,387,432 35,736,782 4,402,412 1986 30 Years
Shoal Run 1,380,000 12,551,210 13,931,210 108,569 1986 30 Years
Shores at Andersen Springs 2,743,816 22,951,992 25,695,808 841,280 1989 30 Years
Sierra Canyon 3,484,200 12,980,967 16,465,167 291,565 1987 30 Years
Silver Creek 712,102 6,763,053 7,475,155 261,766 1986 30 Years
Silver Shadow 953,440 8,913,066 9,866,506 1,592,098 1992 30 Years
Silver Springs (FL) 1,831,100 16,780,990 18,612,090 784,691 1985 30 Years
Silver Springs (OK) 672,500 6,145,543 6,818,043 380,309 1984 30 Years
Silverwood 1,230,000 11,785,489 13,015,489 1,965,748 1986 30 Years
Skylark 1,781,600 16,607,788 18,389,388 234,131 1986 30 Years
Skyline Gateway 1,128,400 10,344,378 11,472,778 615,634 1985 30 Years
Sleepy Hollow 2,193,547 15,397,086 17,590,633 5,504,753 1987 30 Years
Smoketree Polo Club 867,200 6,979,159 7,846,359 71,497 1987-89 30 Years
Sommerset Place 360,000 7,987,577 8,347,577 67,916 1983 30 Years
</TABLE>
S-7
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
Real Estate and Accumulated Depreciation
December 31, 1998
<TABLE>
<CAPTION>
Cost Capitalized
Subsequent to
Initial Cost to Acquisition
Description Company (Improvements, net) (1)
- ------------------------------------------------------------------------------------------------------------------------------------
Building & Building &
Apartment Name Location Encumbrances Land Fixtures Land Fixtures
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Songbird San Antonio, TX $ 6,716,744 $1,080,500 $ 9,724,928 $ 2,000 $ 393,734
Sonnet Cove I Lexington, KY 0 183,407 2,422,860 0 1,995,895
Sonnet Cove II Lexington, KY 0 100,000 1,108,405 0 1,133,760
Sonoran Phoenix, AZ (P) 2,361,922 31,825,903 0 194,670
Sonterra at Foothill Ranch Orange Cnty, CA 16,600,000 7,500,000 24,046,385 3,400 39,835
South Creek Mesa, AZ 15,930,389 2,669,300 24,023,758 2,000 578,419
Southbank Mesa, AZ 0 319,600 2,876,874 10,900 399,846
Southwood Palo Alto, CA 0 6,930,000 14,294,270 6,600 109,319
Spicewood Springs Jacksonville, FL 0 1,536,000 21,469,073 0 16,668
Spinnaker Cove Hermitage, TN 14,205,000 1,420,500 12,789,873 41,231 738,228
Spring Oak Richmond, VA 0 3,803,700 5,567,830 0 0
Springs Colony Orlando, FL (T) 631,900 5,687,010 8,500 768,577
Springs of Country Woods Salt Lake City, UT 0 3,547,400 31,926,882 0 419,097
Steeplechase Charlotte, NC 0 1,111,500 10,438,435 0 7,488
Sterling Point Denver, CO 0 935,500 8,419,865 0 96,378
Stoney Creek Tacoma, WA 0 1,215,200 10,937,144 0 76,743
Summer Chase Denver, CO 0 1,708,000 15,371,641 1,200 1,018,395
Summer Creek Plymouth, MN 2,344,470 576,000 3,782,049 3,600 105,165
Summer Ridge Riverside, CA 0 600,500 5,404,571 1,900 110,794
Summerset Village Chatsworth, CA 0 2,628,500 23,656,668 2,200 202,070
Summerwood Hayward, CA 0 4,860,000 6,901,739 6,600 89,116
Summit at Lake Union Seattle, WA 0 1,424,600 12,821,002 100 150,077
Summit Chase Coral Springs, FL 0 1,120,000 4,413,035 2,100 288,169
Sun Creek Glendale, AZ (P) 896,929 7,062,603 0 46,175
Sunny Oak Village Overland Park, KS 15,100,000 2,222,600 20,003,050 25,150 2,017,200
Sunrise Springs Las Vegas, NV 0 972,600 8,753,491 2,700 341,005
Suntree Village Oro Valley, AZ (P) 1,571,745 13,099,483 0 155,103
Superstition Vista Mesa, AZ 0 2,307,357 28,537,628 0 309,276
Surprise Lake Village Tacoma, WA 0 1,830,200 16,471,470 0 270,710
Surrey Downs Bellevue, WA 0 3,050,000 7,797,215 7,100 93,448
Sutton Place Dallas, TX 0 1,316,500 11,848,717 41,900 2,669,891
Sweetwater Glen Lawrenceville, GA 0 500,000 10,692,558 0 1,635
Sycamore Creek Scottsdale, AZ (E) 3,150,000 19,068,201 2,000 135,050
Tamarind at Stoneridge Columbia, SC 0 1,053,800 9,490,859 2,400 112,763
Tamarlane Portland, ME 0 690,000 5,143,970 900 59,840
Tanasbourne Terrace Hillsboro, OR 0 1,873,000 16,857,220 3,700 1,062,822
Tanglewood (OR) Portland, OR 0 760,000 6,839,589 3,000 1,509,852
Tanglewood (VA) Manassas, VA 24,855,587 2,103,400 19,559,772 4,895 1,951,542
Timber Hollow Chapel Hill, NC 0 800,000 11,441,423 0 8,928
Timberwalk Jacksonville, FL 0 1,988,000 13,400,767 0 21,018
Timberwood Aurora, CO 0 1,512,000 14,583,672 6,600 251,723
Tivoli Lakes Club Deerfield Beach, FL 0 1,804,200 16,237,641 2,400 131,915
Town Center (TX) Kingwood, TX 0 1,290,000 11,517,230 1,300 92,587
Town Centre III & IV Laurel, MD 15,456,090 2,546,500 24,089,192 4,700 1,752,434
Towne Square Chandler, AZ 0 1,924,710 36,439,239 0 (93,514)
Townhomes of Meadowbrook Auburn Hills, MI 10,184,661 1,380,000 12,343,234 2,600 125,526
Trails (CO), The Aurora, CO 0 1,217,800 8,525,346 100 1,444,276
Trails (NV), The Las Vegas, NV 0 3,076,200 27,685,764 3,000 996,449
Trails (TX), The Arlington, TX 0 616,700 5,550,590 21,300 721,314
Trails at Briar Forest Houston, TX 14,458,059 2,380,000 25,108,895 0 28,588
Trails at Dominion Park Houston, TX 25,484,338 2,529,000 35,693,699 2,800 730,990
Trail's End San Antonio, TX 0 951,300 8,561,640 0 96,510
Trails of Valley Ranch Irving, TX 0 2,808,000 7,910,908 1,400 147,242
Trailway Pond I Burnsville, MN 4,913,909 476,800 4,291,344 2,484 99,574
Trailway Pond II Burnsville, MN 11,365,354 1,104,700 9,942,611 2,588 89,679
Trinity Lakes Cordova, TN (E) 1,980,000 14,937,161 2,000 249,542
Trowbridge Atlanta, GA 0 2,520,000 9,481,990 1,000 30,048
Turf Club Littleton, CO 0 2,100,000 15,479,404 7,300 333,828
Tyrone Gardens Randolph, MA 0 4,950,000 5,773,893 3,000 44,236
University Park Toledo, OH 0 70,000 834,378 0 1,480,386
Valencia Plantation Orlando, FL 0 873,000 12,963,869 0 4,006
Valley Creek I Woodbury, MN 12,827,815 1,622,600 14,603,730 4,115 353,919
Valley Creek II Woodbury, MN 10,110,100 1,229,500 11,065,355 3,159 74,890
Via Ventura Phoenix, AZ 0 1,476,500 13,288,894 10,100 4,715,757
Villa Encanto Phoenix, AZ 0 2,884,447 22,140,113 0 476,796
Villa Madeira Phoenix, AZ 0 1,580,000 14,219,907 2,100 910,748
Villa Manana Phoenix, AZ 0 951,400 8,562,443 3,900 981,507
Villa Serenas Tucson, AZ 9,210,613 2,424,900 14,418,493 1,800 149,583
Villa Solana Laguna Hills, CA 0 1,663,500 14,971,366 1,600 1,079,407
Village at Lakewood Phoenix, AZ (Q) 3,166,411 13,844,094 0 319,410
Village at Seeley Lake Tacoma, WA 0 2,760,400 24,843,439 0 174,558
<CAPTION>
Gross Amount Carried Life Used to
at Close of Compete
Description Period 12/31/98 Depreciation
- -------------------------------------------------------------------------------------------------------------------
Buildings & Accumulated Date of in Latest Income
Apartment Name Location Land Fixtures (A) Total (B) Depreciation Construction Statement(C)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Songbird San Antonio, TX $1,082,500 $10,118,662 $11,201,162 $ 910,976 1981 30 Years
Sonnet Cove I Lexington, KY 183,407 4,418,755 4,602,162 3,122,166 1972 30 Years
Sonnet Cove II Lexington, KY 100,000 2,242,165 2,342,165 1,475,001 1974 30 Years
Sonoran Phoenix, AZ 2,361,922 32,020,572 34,382,494 1,173,925 1995 30 Years
Sonterra at Foothill Ranch Orange Cnty, CA 7,503,400 24,086,220 31,589,620 639,167 1997 30 Years
South Creek Mesa, AZ 2,671,300 24,602,177 27,273,477 2,285,177 1986-89 30 Years
Southbank Mesa, AZ 330,500 3,276,720 3,607,220 660,549 1985 30 Years
Southwood Palo Alto, CA 6,936,600 14,403,589 21,340,189 230,864 1985 30 Years
Spicewood Springs Jacksonville, FL 1,536,000 21,485,741 23,021,741 187,497 1986 30 Years
Spinnaker Cove Hermitage, TN 1,461,731 13,528,101 14,989,832 806,926 1986 30 Years
Spring Oak Richmond, VA 3,803,700 5,567,830 9,371,530 0 (S) 30 Years
Springs Colony Orlando, FL 640,400 6,455,587 7,095,987 1,228,258 1986 30 Years
Springs of Country Woods Salt Lake City, UT 3,547,400 32,345,979 35,893,379 1,878,269 1982 30 Years
Steeplechase Charlotte, NC 1,111,500 10,445,922 11,557,422 91,036 1986 30 Years
Sterling Point Denver, CO 935,500 8,516,243 9,451,743 493,541 1979 30 Years
Stoney Creek Tacoma, WA 1,215,200 11,013,887 12,229,087 644,241 1990 30 Years
Summer Chase Denver, CO 1,709,200 16,390,036 18,099,236 1,488,539 1983 30 Years
Summer Creek Plymouth, MN 579,600 3,887,213 4,466,813 64,870 1985 30 Years
Summer Ridge Riverside, CA 602,400 5,515,365 6,117,765 514,021 1985 30 Years
Summerset Village Chatsworth, CA 2,630,700 23,858,737 26,489,437 1,942,692 1985 30 Years
Summerwood Hayward, CA 4,866,600 6,990,855 11,857,455 128,908 1982 30 Years
Summit at Lake Union Seattle, WA 1,424,700 12,971,079 14,395,779 734,696 1995-97 30 Years
Summit Chase Coral Springs, FL 1,122,100 4,701,204 5,823,304 317,110 1985 30 Years
Sun Creek Glendale, AZ 896,929 7,108,778 8,005,707 274,232 1985 30 Years
Sunny Oak Village Overland Park, KS 2,247,750 22,020,250 24,268,000 2,228,846 1984 30 Years
Sunrise Springs Las Vegas, NV 975,300 9,094,496 10,069,796 1,445,279 1989 30 Years
Suntree Village Oro Valley, AZ 1,571,745 13,254,586 14,826,331 528,183 1986 30 Years
Superstition Vista Mesa, AZ 2,307,357 28,846,904 31,154,261 1,073,092 1987 30 Years
Surprise Lake Village Tacoma, WA 1,830,200 16,742,179 18,572,379 992,712 1986 30 Years
Surrey Downs Bellevue, WA 3,057,100 7,890,664 10,947,764 140,737 1986 30 Years
Sutton Place Dallas, TX 1,358,400 14,518,608 15,877,008 3,050,334 1985 30 Years
Sweetwater Glen Lawrenceville, GA 500,000 10,694,193 11,194,193 91,284 1986 30 Years
Sycamore Creek Scottsdale, AZ 3,152,000 19,203,251 22,355,251 838,947 1984 30 Years
Tamarind at Stoneridge Columbia, SC 1,056,200 9,603,622 10,659,822 448,239 1985 30 Years
Tamarlane Portland, ME 690,900 5,203,810 5,894,710 297,714 1986 30 Years
Tanasbourne Terrace Hillsboro, OR 1,876,700 17,920,042 19,796,742 2,976,124 1986-89 30 Years
Tanglewood (OR) Portland, OR 763,000 8,349,441 9,112,441 1,573,962 1976 30 Years
Tanglewood (VA) Manassas, VA 2,108,295 21,511,314 23,619,609 3,148,554 1987 30 Years
Timber Hollow Chapel Hill, NC 800,000 11,450,351 12,250,351 96,991 1986 30 Years
Timberwalk Jacksonville, FL 1,988,000 13,421,785 15,409,785 115,581 1987 30 Years
Timberwood Aurora, CO 1,518,600 14,835,394 16,353,994 272,118 1983 30 Years
Tivoli Lakes Club Deerfield Beach, FL 1,806,600 16,369,556 18,176,156 731,691 1991 30 Years
Town Center (TX) Kingwood, TX 1,291,300 11,609,817 12,901,117 822,732 1994 30 Years
Town Centre III & IV Laurel, MD 2,551,200 25,841,626 28,392,826 3,911,974 1968,1969 30 Years
Towne Square Chandler, AZ 1,924,710 36,345,725 38,270,435 1,350,135 1987-1996 30 Years
Townhomes of Meadowbrook Auburn Hills, MI 1,382,600 12,468,760 13,851,360 269,617 1988 30 Years
Trails (CO), The Aurora, CO 1,217,900 9,969,622 11,187,522 2,234,382 1986 30 Years
Trails (NV), The Las Vegas, NV 3,079,200 28,682,213 31,761,413 4,447,219 1988 30 Years
Trails (TX), The Arlington, TX 638,000 6,271,904 6,909,904 1,169,450 1984 30 Years
Trails at Briar Forest Houston, TX 2,380,000 25,137,483 27,517,483 214,305 1990 30 Years
Trails at Dominion Park Houston, TX 2,531,800 36,424,690 38,956,490 2,466,563 1992 30 Years
Trail's End San Antonio, TX 951,300 8,658,150 9,609,450 544,248 1983 30 Years
Trails of Valley Ranch Irving, TX 2,809,400 8,058,150 10,867,550 236,474 1986 30 Years
Trailway Pond I Burnsville, MN 479,284 4,390,918 4,870,202 167,328 1988 30 Years
Trailway Pond II Burnsville, MN 1,107,288 10,032,289 11,139,577 383,829 1988 30 Years
Trinity Lakes Cordova, TN 1,982,000 15,186,703 17,168,703 679,454 1985 30 Years
Trowbridge Atlanta, GA 2,521,000 9,512,038 12,033,038 175,515 1980 30 Years
Turf Club Littleton, CO 2,107,300 15,813,232 17,920,532 285,496 1986 30 Years
Tyrone Gardens Randolph, MA 4,953,000 5,818,130 10,771,130 113,205 1961/1965 30 Years
University Park Toledo, OH 70,000 2,314,764 2,384,764 1,361,238 1965 30 Years
Valencia Plantation Orlando, FL 873,000 12,967,875 13,840,875 108,688 1990 30 Years
Valley Creek I Woodbury, MN 1,626,715 14,957,649 16,584,364 559,948 1989 30 Years
Valley Creek II Woodbury, MN 1,232,659 11,140,244 12,372,903 424,790 1990 30 Years
Via Ventura Phoenix, AZ 1,486,600 18,004,651 19,491,251 3,149,935 1980 30 Years
Villa Encanto Phoenix, AZ 2,884,447 22,616,910 25,501,357 848,752 1983 30 Years
Villa Madeira Phoenix, AZ 1,582,100 15,130,655 16,712,755 2,565,253 1971 30 Years
Villa Manana Phoenix, AZ 955,300 9,543,950 10,499,250 1,694,791 1971-85 30 Years
Villa Serenas Tucson, AZ 2,426,700 14,568,076 16,994,776 662,760 1973 30 Years
Villa Solana Laguna Hills, CA 1,665,100 16,050,773 17,715,873 2,838,943 1984 30 Years
Village at Lakewood Phoenix, AZ 3,166,411 14,163,504 17,329,915 538,265 1988 30 Years
Village at Seeley Lake Tacoma, WA 2,760,400 25,017,997 27,778,397 1,464,619 1990 30 Years
</TABLE>
S-8
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
Real Estate and Accumulated Depreciation
December 31, 1998
<TABLE>
<CAPTION> Cost Capitalized
Subsequent to
Initial Cost to Acquisition
Description Company (Improvements, net) (I)
- -----------------------------------------------------------------------------------------------------------------------------------
Building & Building &
Apartment Name Location Encumbrances Land Fixtures Land Fixtures
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Village at Tanque Verde Tucson, AZ (Q) $1,434,838 $ 7,143,388 $ 0 $ 208,513
Village Oaks Austin, TX 5,175,576 1,184,400 10,659,432 1,600 430,822
Village of Hampshire Toledo, OH 0 151,912 1,320,453 (0) 7,137,172
Village of Newport Federal Way, WA 0 414,900 3,733,899 1,400 294,818
Village of Sycamore Ridge Memphis, TN 0 621,300 5,591,828 2,600 203,946
Villas at Josey Ranch Carrollton, TX 6,799,379 1,584,000 7,228,196 3,700 60,634
Villas of Oak Creste San Antonio, TX 0 905,800 8,151,738 0 369,057
Vinings at Lake Buena Vista Orlando, FL 21,170,000 2,800,000 23,859,775 0 30,211
Vinings at Lenox Place Orlando, FL 0 4,560,000 34,601,683 0 346
Vinings Club at Metrowest Orlando, FL 0 4,110,000 38,552,886 0 16,240
Viridian Lake Fort Myers, FL 0 960,000 18,005,760 0 2,849
Vista Del Lago Mission Viejo, CA 31,504,979 4,524,400 41,357,681 1,400 1,371,543
Vista Grove Mesa, AZ 0 1,341,796 12,137,222 0 0
Vista Pointe Irving, TX 0 2,079,000 17,012,647 1,800 73,454
Walden Wood Southfield, MI 5,804,346 833,300 7,499,662 1,400 1,240,947
Walker's Mark Dallas, TX 0 984,000 6,021,752 800 47,982
Warwick Station Denver, CO 9,968,000 2,281,900 20,537,450 100 129,254
Waterford San Antonio, TX 0 457,000 4,112,840 0 42,475
Waterford (Jax) Jacksonville, FL 0 3,024,000 23,967,147 0 184,412
Waterford at Deerwood Jacksonville, FL 10,621,531 1,736,000 10,803,663 0 10,773
Waterford at Orange Park Orange Park, FL 9,540,000 1,960,000 12,300,406 0 87,402
Waterford at Regency Jacksonville, FL 7,100,630 1,113,000 5,284,699 0 37,557
Waterford at the Lakes Kent, WA 0 3,100,200 16,343,191 0 120,920
Waterford Place (TN) Nashville, TN 0 900,000 12,154,387 0 6,410
Waterford Village (Broward) Delray Beach, FL 0 1,888,000 15,496,595 0 99,705
Watermark Square Portland, OR 8,334,615 1,580,000 14,239,426 500 363,214
Waterstone Place Seattle, WA 0 2,950,900 26,558,353 13,100 2,724,349
Welleby Lake Club Sunrise, FL 0 3,648,000 17,726,342 0 16,165
Wellington (WA) Silverdale, WA 8,171,488 1,097,300 9,876,034 2,000 509,181
Wellington Hill Manchester, NH (T) 1,872,500 16,852,955 17,700 1,966,145
Westridge Tacoma, WA 0 3,501,900 31,517,540 0 297,973
Westwood Pines Tamarac, FL 0 1,526,200 13,735,152 2,400 148,373
Whispering Oaks Walnut Creek, CA 11,191,482 2,167,300 19,505,628 3,500 889,988
White Bear Woods White Bear Lake, MN 14,184,170 1,621,300 14,591,904 3,441 213,842
Wilde Lake Richmond, VA 4,440,000 934,600 8,411,613 12,600 293,064
Willow Brook (NC) Durham, NC 0 1,408,000 7,105,081 1,500 144,764
Willow Trail Norcross, GA 0 1,120,000 11,662,382 0 2,393
Willowick Aurora, CO 0 500,000 4,122,331 6,900 105,108
Willows (TN) Knoxville, TN 8,007,915 1,100,000 9,906,909 1,300 130,198
Wimberly Dallas, TX 0 2,232,000 27,992,123 0 8,615
Wimbledon Oaks Arlington, TX 7,505,424 1,488,000 8,815,023 3,700 52,736
Windemere Mesa, AZ 6,134,479 949,000 8,653,152 300 328,801
Windmill Colorado Springs, CO 0 395,544 4,953,156 100 612,003
Windridge (CA) Laguna Niguel, CA (O) 2,660,800 23,947,096 2,100 726,174
Windridge (GA) Dunwoody, GA 0 1,224,000 14,002,428 0 13,671
Winterwood Charlotte, NC 11,939,752 1,720,100 15,481,455 1,900 1,409,783
Wood Creek (CA) Pleasant Hill, CA 0 9,728,000 22,992,918 1,900 207,145
Wood Crest Villa Westland, MI 0 925,900 8,333,827 7,922 632,764
Wood Forest Daytona Beach, FL 6,147,044 1,008,000 5,028,880 0 2,997
Wood Lane Place Woodbury, MN 14,014,000 2,003,300 18,029,538 5,847 335,393
Woodbridge (N) Cary, NC 4,745,414 1,981,900 17,839,380 100 330,735
Woodcreek Beaverton, OR 11,119,787 1,753,700 15,783,764 2,100 1,579,346
Woodlake (WA) Kirkland, WA 11,800,000 6,624,000 16,427,124 7,400 417,295
Woodlake at Killearn Tallahassee, FL 0 1,404,300 12,638,426 3,855 1,033,554
Woodland Hills Decatur, GA 0 1,223,900 11,017,542 700 427,622
Woodland Meadows Ann Arbor, MI 0 2,003,600 18,032,640 2,400 202,265
Woodland Oaks Tulsa, OK 0 893,100 8,038,166 0 155,808
Woodlands of Brookfield Brookfield, WI (R) 1,480,000 13,986,442 4,600 101,275
Woodlands of Minnetonka Minnetonka, MN 0 2,392,500 13,557,500 2,000 225,210
Woodleaf Campbell, CA 11,700,000 8,544,000 16,944,339 6,600 109,858
Woodmoor Austin, TX 0 649,300 5,843,200 4,500 1,105,805
Woodridge (CO) Aurora, CO 0 2,774,000 20,974,636 6,700 190,065
Woodridge (MN) Eagan, MN 7,784,303 1,600,000 10,408,740 2,300 86,126
Woods of North Bend Raleigh, NC 0 1,039,000 9,350,616 500 907,431
Woodscape Raleigh, NC 0 956,000 8,603,550 1,300 225,871
Woodside Lorton, VA 0 1,308,100 12,503,220 17,900 381,594
Wynbrook Atlanta, GA 0 2,544,000 10,993,900 2,500 102,267
Wyndridge 2 Memphis, TN 14,135,000 1,486,000 13,586,157 2,000 537,255
Wyndridge 3 Memphis, TN 10,855,000 1,500,000 13,505,510 2,500 309,751
Yarmouth Woods Yarmouth, ME 0 690,000 6,076,673 2,800 92,869
Yorktowne at Olde Mill Millersville, MD 0 216,000 1,330,710 0 4,781,195
<CAPTION>
Gross Amount Carried
at Close of Life Used to
Description Period 12/31/98 Compute
- ------------------------------------------------------------------------------------------------------------------- Depreciation in
Building & Accumulated Date of Latest Income
Apartment Name Location Land Fixtures (A) Total (B) Depreciation Construction Statement (C)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Village at Tanque Verde Tucson, AZ $1,434,838 $ 7,351,900 $ 8,786,738 $ 298,882 1984-1994 30 Years
Village Oaks Austin, TX 1,186,000 11,090,254 12,276,254 906,277 1984 30 Years
Village of Hampshire Toledo, OH 151,912 8,457,625 8,609,537 3,339,648 1950 30 Years
Village of Newport Federal Way, WA 416,300 4,028,717 4,445,017 686,113 1987 30 Years
Village of Sycamore Ridge Memphis, TN 623,900 5,795,774 6,419,674 264,662 1977 30 Years
Villas at Josey Ranch Carrollton, TX 1,587,700 7,288,830 8,876,530 132,840 1986 30 Years
Villas of Oak Creste San Antonio, TX 905,800 8,520,795 9,426,595 522,350 1979 30 Years
Vinings at Lake Buena Vista Orlando, FL 2,800,000 23,889,986 26,689,986 201,584 1988 30 Years
Vinings at Lenox Place Orlando, FL 4,560,000 34,602,030 39,162,030 287,651 1998 30 Years
Vinings Club at Metrowest Orlando, FL 4,110,000 38,569,125 42,679,125 316,570 1997 30 Years
Viridian Lake Fort Myers, FL 960,000 18,008,609 18,968,609 153,055 1991 30 Years
Vista Del Lago Mission Viejo, CA 4,525,800 42,729,224 47,255,024 7,568,800 1986-88 30 Years
Vista Grove Mesa, AZ 1,341,796 12,137,222 13,479,018 275,076 1997-1998 30 Years
Vista Pointe Irving, TX 2,080,800 17,086,101 19,166,901 444,549 1996 30 Years
Walden Wood Southfield, MI 834,700 8,740,609 9,575,309 1,700,255 1972 30 Years
Walker's Mark Dallas, TX 984,800 6,069,734 7,054,534 117,747 1982 30 Years
Warwick Station Denver, CO 2,282,000 20,666,704 22,948,704 1,188,568 1986 30 Years
Waterford San Antonio, TX 457,000 4,155,316 4,612,316 256,882 1983 30 Years
Waterford (Jax) Jacksonville, FL 3,024,000 24,151,559 27,175,559 203,652 1988 30 Years
Waterford at Deerwood Jacksonville, FL 1,736,000 10,814,436 12,550,436 93,896 1985 30 Years
Waterford at Orange Park Orange Park, FL 1,960,000 12,387,808 14,347,808 107,338 1986 30 Years
Waterford at Regency Jacksonville, FL 1,113,000 5,322,256 6,435,256 47,349 1985 30 Years
Waterford at the Lakes Kent, WA 3,100,200 16,464,110 19,564,310 1,084,618 1990 30 Years
Waterford Place (TN) Nashville, TN 900,000 12,160,797 13,060,797 101,823 1994 30 Years
Waterford Village (Broward) Delray Beach, FL 1,888,000 15,596,300 17,484,300 129,996 1989 30 Years
Watermark Square Portland, OR 1,580,500 14,602,640 16,183,140 991,463 1990 30 Years
Waterstone Place Seattle, WA 2,964,000 29,282,702 32,246,702 5,757,244 1990 30 Years
Welleby Lake Club Sunrise, FL 3,648,000 17,742,507 21,390,507 149,861 1991 30 Years
Wellington (WA) Silverdale, WA 1,099,300 10,385,215 11,484,515 1,470,639 1990 30 Years
Wellington Hill Manchester, NH 1,890,200 18,819,100 20,709,300 3,328,126 1987 30 Years
Westridge Tacoma, WA 3,501,900 31,815,513 35,317,413 1,884,733 1987/1991 30 Years
Westwood Pines Tamarac, FL 1,528,600 13,883,525 15,412,125 528,020 1991 30 Years
Whispering Oaks Walnut Creek, CA 2,170,800 20,395,615 22,566,415 1,576,700 1974 30 Years
White Bear Woods White Bear Lake, MN 1,624,741 14,805,746 16,430,487 557,703 1989 30 Years
Wilde Lake Richmond, VA 947,200 8,704,677 9,651,877 668,750 1989 30 Years
Willow Brook (NC) Durham, NC 1,409,500 7,249,846 8,659,346 445,201 1986 30 Years
Willow Trail Norcross, GA 1,120,000 11,664,775 12,784,775 99,720 1985 30 Years
Willowick Aurora, CO 506,900 4,227,439 4,734,339 77,835 1980 30 Years
Willows (TN) Knoxville, TN 1,101,300 10,037,107 11,138,407 623,349 1987-1988 30 Years
Wimberly Dallas, TX 2,232,000 28,000,738 30,232,738 232,852 1996 30 Years
Wimbledon Oaks Arlington, TX 1,491,700 8,867,759 10,359,459 162,112 1985 30 Years
Windemere Mesa, AZ 949,300 8,981,952 9,931,252 497,073 1986 30 Years
Windmill Colorado Springs, CO 395,644 5,565,159 5,960,803 1,427,951 1985 30 Years
Windridge (CA) Laguna Niguel, CA 2,662,900 24,673,270 27,336,170 3,660,971 1989 30 Years
Windridge (GA) Dunwoody, GA 1,224,000 14,016,099 15,240,099 119,832 1982 30 Years
Winterwood Charlotte, NC 1,722,000 16,891,238 18,613,238 3,176,053 1986 30 Years
Wood Creek (CA) Pleasant Hill, CA 9,729,900 23,200,063 32,929,963 1,265,382 1987 30 Years
Wood Crest Villa Westland, MI 933,822 8,966,591 9,900,413 409,776 1970 30 Years
Wood Forest Daytona Beach, FL 1,008,000 5,031,877 6,039,877 44,752 1985 30 Years
Wood Lane Place Woodbury, MN 2,009,147 18,364,931 20,374,077 684,847 1989 30 Years
Woodbridge (N) Cary, NC 1,982,000 18,170,115 20,152,115 1,931,990 1993-95 30 Years
Woodcreek Beaverton, OR 1,755,800 17,363,110 19,118,910 3,041,111 1982-84 30 Years
Woodlake (WA) Kirkland, WA 6,631,400 16,844,420 23,475,820 303,913 1984 30 Years
Woodlake at Killearn Tallahassee, FL 1,408,155 13,671,980 15,080,135 2,517,124 1986 30 Years
Woodland Hills Decatur, GA 1,224,600 11,445,164 12,669,764 1,169,015 1985 30 Years
Woodland Meadows Ann Arbor, MI 2,006,000 18,234,905 20,240,905 811,464 1987-1989 30 Years
Woodland Oaks Tulsa, OK 893,100 8,193,975 9,087,075 502,272 1983 30 Years
Woodlands of Brookfield Brookfield, WI 1,484,600 14,087,717 15,572,317 217,174 1990 30 Years
Woodlands of Minnetonka Minnetonka, MN 2,394,500 13,782,710 16,177,210 515,997 1988 30 Years
Woodleaf Campbell, CA 8,550,600 17,054,197 25,604,797 297,985 1984 30 Years
Woodmoor Austin, TX 653,800 6,949,005 7,602,805 1,354,595 1981 30 Years
Woodridge (CO) Aurora, CO 2,780,700 21,164,701 23,945,401 383,078 1980-82 30 Years
Woodridge (MN) Eagan, MN 1,602,300 10,494,865 12,097,165 228,166 1986 30 Years
Woods of North Bend Raleigh, NC 1,039,500 10,258,047 11,297,547 1,341,487 1983 30 Years
Woodscape Raleigh, NC 957,300 8,829,421 9,786,721 734,106 1979 30 Years
Woodside Lorton, VA 1,326,000 12,884,814 14,210,814 1,885,850 1987 30 Years
Wynbrook Atlanta, GA 2,546,500 11,096,167 13,642,667 224,163 1972/1976 30 Years
Wyndridge 2 Memphis, TN 1,488,000 14,123,412 15,611,412 835,702 1988 30 Years
Wyndridge 3 Memphis, TN 1,502,500 13,815,261 15,317,761 842,170 1988 30 Years
Yarmouth Woods Yarmouth, ME 692,800 6,169,541 6,862,341 189,251 1971/1978 30 Years
Yorktowne at Olde Mill Millersville, MD 216,000 6,111,905 6,327,905 4,292,629 1974 30 Years
</TABLE>
S-9
<PAGE>
EQUITY RESIDENTIAL PROPERTIES TRUST
Real Estate and Accumulated Depreciation
December 31, 1998
<TABLE>
<CAPTION>
Initial Cost to
Description Company
- ---------------------------------------------------------------------------------------------------------------------------------
Building &
Apartment Name Location Encumbrances Land Fixtures
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Yuma Court Colorado Springs, CO $ 0 $ 113,163 $ 836,429
Miscellaneous 0 3,100,100 5,557,176
Operating Partnership Chicago, IL 0 0 88,566
Management Business Chicago, IL 0 0 3,442,962
--------------- --------------- ---------------
Total Investment in Real Estate $1,765,973,005 $1,322,723,071 $9,256,895,218
=============== =============== ===============
Real Estate Held For Disposition
Fox Run (AR) Little Rock, AR $ 0 $ 422,014 $ 4,053,552
Greenwood Forest Little Rock, AR 0 559,038 1,736,549
Walnut Ridge Little Rock, AR 0 196,079 2,424,631
Williamsburg Little Rock, AR 0 315,000 1,745,958
Hawthorne Phoenix, AZ 0 2,697,050 15,669,963
--------------- --------------- ---------------
Total Real Estate Held For Disposition $ 0 $ 4,189,181 $ 25,630,653
=============== =============== ===============
Total Real Estate $1,765,973,005 $1,326,912,252 $9,282,525,871
=============== =============== ===============
<CAPTION>
Cost Capitalized
Subsequent to Gross Amount Carried
Acquisition at Close of
(Improvements, net) (I) Period 12/31/98
- ----------------------------------------------------------------------------------------------------------------------------------
Building & Building &
Apartment Name Location Land Fixtures Land Fixtures (A)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Yuma Court Colorado Springs, CO $ 100 $ 138,674 $ 113,263 $ 975,103
Miscellaneous 0 1,290,355 3,100,100 6,847,530
Operating Partnership Chicago, IL 0 0 0 88,566
Management Business Chicago, IL 1,000 25,801,308 1,000 29,244,270
---------- ------------ -------------- --------------
Total Investment in Real Estate $3,424,616 $359,020,229 $1,326,147,687 $9,615,915,445
========== ============ ============== ==============
Real Estate Held For Disposition
Fox Run (AR) Little Rock, AR $ 0 $ 4,997,960 $ 422,014 $ 9,051,512
Greenwood Forest Little Rock, AR 0 2,794,166 559,038 4,530,715
Walnut Ridge Little Rock, AR 0 3,155,217 196,079 5,579,848
Williamsburg Little Rock, AR 0 3,449,424 315,000 5,195,382
Hawthorne Phoenix, AZ 0 (18,590) 2,697,050 15,651,373
---------- ------------ -------------- --------------
Total Real Estate Held For Disposition $ 0 $ 14,378,177 $ 4,189,181 $ 40,008,830
========== ============ ============== ==============
Total Real Estate $3,424,617 $373,398,406 $1,330,336,868 $9,655,924,276
========== ============ ============== ==============
<CAPTION>
Life Used to
Compute
Depreciation in
- ------------------------------------------------------------------------------------------------------------------
Accumulated Date of Latest Income
Apartment Name Location Total (B) Depreciation Construction Statement (C)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Yuma Court Colorado Springs, CO $ 1,088,366 $ 215,244 1985 30 Years
Miscellaneous 9,947,630 58,968
Operating Partnership Chicago, IL 88,566 55,470 (H)
Management Business Chicago, IL 29,245,270 13,786,394 (G)
---------------- -------------
Total Investment in Real Estate $10,942,063,132 $718,491,400
================ =============
Real Estate Held For Disposition
Fox Run (AR) Little Rock, AR $ 9,473,526 $ 5,252,326 1974 30 Years
Greenwood Forest Little Rock, AR 5,089,753 2,628,938 1975 30 Years
Walnut Ridge Little Rock, AR 5,775,928 3,109,736 1975 30 Years
Williamsburg Little Rock, AR 5,510,382 2,736,573 1974 30 Years
Hawthorne Phoenix, AZ 18,348,423 584,198 1996 30 Years
---------------- -------------
Total Real Estate Held For Disposition $ 44,198,012 $ 14,311,771
================ =============
Total Real Estate $10,986,261,144 $732,803,171
================ =============
</TABLE>
S-10
<PAGE>
SCHEDULE III
EQUITY RESIDENTIAL PROPERTIES TRUST
Real Estate and Accumulated Depreciation
December 31, 1998
NOTES:
(A) The balance of furniture & fixtures included in the total investment in
real estate amount was $333,358,567 as of December 31, 1998.
The balance of furniture & fixtures included in the total real estate held
for disposition amount was $4,388,863 as of December 31, 1998.
(B) The aggregate cost for Federal Income Tax purposes as of December 31, 1998
was approximately $9.1 billion.
(C) The life to compute depreciation for furniture & fixtures is 5 to 7 years.
(D) These two properties are encumbered by $14,700,888 in bonds.
(E) These 17 properties are encumbered by $136,000,000 in bonds.
(F) These four properties are encumbered by $15,500,000 in bonds.
(G) This asset consists of various acquisition dates and represents furniture,
fixtures and equipment owned by the Management Business.
(H) This asset consists of various acquisition dates and represents furniture,
fixtures and equipment owned by the Operating Partnership.
(I) Improvements are net of write-off of fully depreciated assets which are no
longer in service.
(J) Combined with Cedar Cove
(K) Formerly known as Oxford & Sussex
(L) Formerly known as Post Place
(M) Formerly known as The Vinings at Coral Springs
(N) Formerly known as The Plantations (NC)
(O) These five properties are pledged as additional collateral in connection
with the tax-exempt bond refinancing of $176,375,000.
(P) These 21 properties are encumbered by $132,936,821 in bonds.
(Q) These 5 properties are encumbered by a $49,525,506 note payable.
(R) These 5 properties are encumbered by $50,000,000 of mortgage debt.
(S) These properties are currently under development and will be completed
subsequent to December 31, 1998.
(T) These ten properties are encumbered by $176,375,000 in bonds.
(U) Includes Port Royale I, Port Royale II and Port Royale III. Port Royale III
is encumbered by a third party mortgage.
* Four Lakes was constructed in phases between 1968 & 1988.
(#) The Lodge-Texas was struck by a tornado that destroyed most of the property.
The property was reconstructed during 1989 & 1990.
(x) Pines of Springdale was constructed in phases between 1985 & 1987.
S-11
<PAGE>
SCHEDULE III
EQUITY RESIDENTIAL PROPERTIES TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION (CONTINUED)
(AMOUNTS IN THOUSANDS)
The changes in total real estate for the years ended December 31, 1998, 1997,
and 1996 are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------------- -------------------- --------------------
<S> <C> <C> <C>
Balance, beginning of year $7,121,435 $ 2,983,510 $ 2,188,939
Acquisitions 3,927,768 4,112,126 789,056
Improvements 102,020 60,043 33,001
Write-off of fully depreciated assets
which are no longer in service (25) (930) (20)
Dispositions and other (164,937) (33,314) (27,466)
=================== ==================== ====================
Balance, end of year $10,986,261 $ 7,121,435 $ 2,983,510
=================== ==================== ====================
</TABLE>
The changes in accumulated depreciation for the years ended December 31, 1998,
1997, and 1996 are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------------- -------------------- --------------------
<S> <C> <C> <C>
Balance, beginning of year $ 444,762 $ 301,512 $ 218,339
Depreciation 301,869 156,644 93,253
Write-off of fully depreciated assets
which are no longer in service (25) (930) (20)
Dispositions and other (13,803) (12,464) (10,060)
=================== ==================== ====================
Balance, end of year $ 732,803 $ 444,762 $ 301,512
=================== ==================== ====================
</TABLE>
S-12
<PAGE>
Exhibit 12
EQUITY RESIDENTIAL PROPERTIES TRUST
CONSOLIDATED AND COMBINED HISTORICAL, INCLUDING PREDECESSOR BUSINESS
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DISTRIBUTIONS RATIO
<TABLE>
<CAPTION>
HISTORICAL
----------------------------------------------------------------------------
12/31/98 12/31/97 12/31/96 12/31/95 12/31/94
------------- ------------- ------------- ------------- -------------
(Amounts in thousands)
<S> <C> <C> <C> <C> <C>
REVENUES
Rental income $ 1,293,560 $ 707,733 $ 454,412 $ 73,919 $ 220,727
Fee income - outside managed 5,622 5,697 6,749 7,030 4,739
Interest income - investment in mortgage notes 18,564 20,366 12,819 4,862 -
Interest and other income 19,703 13,525 4,405 4,573 5,568
------------- ------------ --------------- -------------- -------------
Total revenues 1,337,449 747,321 478,385 390,384 231,034
------------- ------------ --------------- -------------- -------------
EXPENSES
Property and maintenance 326,567 176,075 127,172 112,186 66,534
Real estate taxes and insurance 126,009 69,520 44,128 37,002 23,028
Property management 52,705 26,793 17,512 15,213 10,249
Property management - non-recurring - - - - 879
Fee and asset management 4,207 3,364 3,837 3,887 2,056
Depreciation 301,869 156,644 93,253 72,410 37,273
Interest:
Expense incurred 246,585 121,324 81,351 78,375 37,044
Amortization of deferred financing costs 2,757 2,523 4,242 3,444 1,930
Refinancing costs - - - - -
General and administrative 21,718 15,064 9,857 8,129 6,053
------------- ------------ --------------- -------------- -------------
Total expenses 1,082,417 571,307 381,352 330,646 185,046
------------- ------------ --------------- -------------- -------------
Income (loss) before extraordinary items $ 255,032 176,014 $ 97,033 $ 59,738 $ 45,988
============= ============ =============== ============== =============
Combined Fixed Charges and Preferred Distributions:
Interest and other financing costs $ 246,585 121,324 $ 81,351 $ 78,375 $ 37,044
Refinancing costs - - - - -
Amortization of deferred financing costs 2,757 2,523 4,242 3,444 1,930
Preferred distributions 92,917 59,012 29,015 10,109 -
------------- ------------ --------------- -------------- -------------
TOTAL COMBINED FIXED CHARGES
AND PREFERRED DISTRIBUTIONS $ 342,259 182,859 $ 114,608 $ 91,928 $ 38,974
============= ============ =============== ============== =============
EARNINGS BEFORE COMBINED FIXED CHARGES
AND PREFERRED DISTRIBUTIONS $ 504,374 299,861 $ 182,626 $ 141,557 $ 84,962
============= ============ =============== ============== =============
FUNDS FROM OPERATIONS BEFORE COMBINED FIXED
CHARGES AND PREFERRED DISTRIBUTIONS $ 806,243 456,505 $ 275,879 $ 213,967 $ 123,114
============= ============ =============== ============== =============
RATIO OF EARNINGS BEFORE COMBINED FIXED CHARGES
AND PREFERRED DISTRIBUTIONS TO COMBINED FIXED CHARGES
AND PREFERRED DISTRIBUTIONS 1.47 1.64 1.59 1.54 2.18
============= ============ =============== ============== =============
RATIO OF FUNDS FROM OPERATIONS BEFORE COMBINED FIXED
CHARGES AND PREFERRED DISTRIBUTIONS TO COMBINED FIXED
CHARGES AND PREFERRED DISTRIBUTIONS 2.36 2.50 2.41 2.33 3.16
============= ============ =============== ============== =============
</TABLE>
<PAGE>
Exhibit 21
-----------------------------------------------------
EQUITY RESIDENTIAL PROPERTIES TRUST
SUBSIDARIES
----------------------------------------------------
1 ERP OPERATING LIMITED PARTNERSHIP
2 EVANS WITHYCOMBE RESIDENTIAL LIMITED PARTNERSHIP
3 MERRY LAND DOWNREIT I LP
4 EQUITY RESIDENTIAL PROPERTIES MANAGEMENT CORP
5 EQUITY RESIDENTIAL PROPERTIES MANAGEMENT L.P.
6 EQUITY RESIDENTIAL PROPERTIES MANAGEMENT CORP II
7 EQUITY RESIDENTIAL PROPERTIES MANAGEMENT L.P. II
8 EQUITY RESIDENTIAL PROPERTIES MANAGEMENT CORP III
9 EVANS WITHYCOMBE MANAGEMENT INC.
10 WADLINGTON INVESTMENTS GENERAL PARTNERSHIP
11 ARTERY NORTHAMPTON LIMITED PARTNERSHIP
12 BUENA VISTA PLACE ASSOCIATES
13 Capital Realty Investors Tax Exempt Fund, L.P.
14 CAPREIT Arbor Glen L.P.
15 CAPREIT ATRIUM, L.P.
16 CAPREIT BOTANY ARMS, L.P.
17 CAPREIT BRECKENRIDGE
18 CAPREIT BURWICK FARMS, L.P.
19 CAPREIT Cedars L.P.
20 CAPREIT CHIMNEYS, L.P.
21 CAPREIT CLARION, L.P.
22 CAPREIT CONCORDE BRIDGE, L.P.
23 CAPREIT CREEKWOOD, L.P.
24 CAPREIT EASTLAND ON THE LAKE, L.P.
25 CAPREIT Farmington Gates L.P.
26 CAPREIT GARDEN LAKE, L.P.
27 CAPREIT GLENEAGLE, L.P.
28 CAPREIT GREYEAGLE, L.P.
29 CAPREIT HAMPTON ARMS, L.P.
30 CAPREIT HIDDEN OAKS, L.P.
31 CAPREIT HIGHLAND GROVE, L.P.
32 CAPREIT MARINER'S WHARF, L.P.
33 CAPREIT NORTHLAKE, L.P.
34 CAPREIT Ridgeway Commons L.P.
35 CAPREIT River Oak L.P.
36 CAPREIT SILVER SPRINGS, L.P.
37 CAPREIT SYCAMORE RIDGE, L.P.
38 CAPREIT TARMARIND AT STONEBRIDGE, L.P.
39 CAPREIT TIVOLI LAKES CLUB, L.P.
40 CAPREIT Westwood Pines L.P.
41 CAPREIT Woodcrest Villa L.P.
42 CAPREIT WOODLAND MEADOWS, L.P.
43 CARROLLWOOD LP
44 CEDAR CREST GENERAL PARTNERSHIP
45 COUNTRY CLUB ASSOCIATES LIMITED PARTNERSHIP
46 COUNTRY RIDGE GENERAL PARTNERSHIP
47 CRICO of Trailway Pond II, L.P.
48 CRICO of White Bear Woods I, L.P.
49 CRICO of Ethan's I, L.P.
50 CRICO of Ethan's II, L.P.
51 CRICO of Fountain Place, L.P.
52 CRICO of James Street Crossing, L.P.
53 CRICO of Ocean Walk, L.P.
54 CRICO of Regency Woods, L.P.
55 CRICO of Trailway Pond I, L.P.
56 CRICO of Valley Creek I, L.P.
57 CRICO of Valley Creek II, L.P.
58 CRICO of Woodlane Place, L.P.
59 CRICO Royal Oaks, L.P.
60 E-G-ONE ASSOCIATES
61 E-G-TWO ASSOCIATES
62 E-LODGE ASSOCIATES LIMITED PARTNERSHIP
63 EQR- ARBORS FINANCING LIMITED PARTNERSHIP
64 EQR- IRONWOOD, L.L.C.
<PAGE>
-----------------------------------------------------
EQUITY RESIDENTIAL PROPERTIES TRUST
SUBSIDARIES
----------------------------------------------------
65 EQR- WYNDRIDGE II, L.L.C.
66 EQR-740 RIVER DRIVE, LLC
67 EQR-ALDERWOOD LP
68 EQR-ARBORETUM, LLC
69 EQR-ARIZONA, L.L.C.
70 EQR-ARTBHOLDER, L.L.C.
71 EQR-ARTCAPLOAN, L.L.C.
72 EQR-BELLEVUE MEADOW GP LP
73 EQR-BELLEVUE MEADOW LP
74 EQR-BOND PARTNERSHIP
75 EQR-BRAMBLEWOOD GP LP
76 EQR-BRAMBLEWOOD LP
77 EQR-BRETON HAMMOCKS FINANCING LIMITED PARTNERSHIP
78 EQR-BRIARWOOD GP LP
79 EQR-BRIARWOOD LP
80 EQR-BROADWAY LP
81 EQR-BROOKSIDE, LLC
82 EQR-BS FINANCING LIMITED PARTNERSHIP
83 EQR-CALIFORNIA, L.L.C
84 EQR-CAMELLERO FINANCING LIMITED PARTNERSHIP
85 EQR-CANTER CHASE GENERAL PARTNERSHIP
86 EQR-CEDAR POINTE GP LP
87 EQR-CEDAR POINTE LP
88 EQR-CEDAR RIDGE GP, LLC
89 EQR-CEDAR RIDGE LP
90 EQR-CHARDONNAY PARK, L.L.C.
91 EQR-CHELSEA SQUARE GP LP
92 EQR-CHELSEA SQUARE LP
93 EQR-COACHMAN TRIALS, LLC
94 EQR-CONNOR, LLC
95 EQR-CONTINENTAL VILLAS FINANCING LIMITED PARTNERSHIP
96 EQR-CREEKSIDE GP LP
97 EQR-CREEKSIDE LP
98 EQR-CREEKSIDE OAKS GENERAL PARTNERSHIP
99 EQR-DARTMOUTH WOODS GENERAL PARTNERSHIP
100 EQR-DORAL FINANCING LIMITED PARTNERSHIP
101 EQR-EMERALD PLACE FINANCING LIMITED PARTNERSHIP
102 EQR-EOI FINANCING LIMITED PARTNERSHIP
103 EQR-ESSEX PLACE FINANCING LIMITED PARTNERSHIP
104 EQR-FAIRFIELD, LLC
105 EQR-FERNBROOK, LLC
106 EQR-FIELDERS CROSSING GP, LLC
107 EQR-FIELDERS CROSSING LP
108 EQR-FIRESIDE, LLC
109 EQR-FLATLANDS, LLC
110 EQR-GOVERNOR'S PLACE FINANCING LIMITED PARTNERSHIP
111 EQR-GRANDVIEW I GP LP
112 EQR-GRANDVIEW I LP
113 EQR-GRANDVIEW II GP LP
114 EQR-GRANDVIEW II LP
115 EQR-GREENHAVEN GP LP
116 EQR-GREENHAVEN LP
117 EQR-HIGHLINE OAKS, L.L.C.
118 EQR-IRONWOOD, LLC
119 EQR-KEYSTONE FINANCING GENERAL PARTNERSHIP
120 EQR-LAKESHORE AT PRESTON LP
121 EQR-LAKEVILLE RESORT GENERAL PARTNERSHIP
122 EQR-LAKEWOOD GREENS GP, LLC
123 EQR-LAKEWOOD GREENS LP
124 EQR-LEXINGTON FARM, LLC
125 EQR-LINCOLN GREEN I AND II GP LIMITED PARTNERSHIP
126 EQR-LINCOLN VILLAGE (CA) I LP
127 EQR-LINCOLN VILLAGE (CA) II LP
128 EQR-LODGE (OK) GP LIMITED PARTNERSHIP
129 EQR-MARKS A, L.L.C.
<PAGE>
-------------------------------------------------
EQUITY RESIDENTIAL PROPERTIES TRUST
SUBSIDIARIES
-------------------------------------------------
130 EQR-MARKS B, L.L.C.
131 EQR-MARTINS LANDING, LLC
132 EQR-MET CA FINANCING LIMITED PARTNERSHIP
133 EQR-MET FINANCING LIMITED PARTNERSHIP
134 EQR-MILL POND, LLC
135 EQR-MISSOURI, L.L.C.
136 EQR-MOUNTAIN SHADOWS GP LP
137 EQR-MOUNTAIN SHADOWS LP
138 EQR-MUIRFIELD, LLC
139 EQR-NORTH CREEK, LLC
140 EQR-NORTH HILL, L.L.C.
141 EQR-OLDE REDMOND GP LP
142 EQR-OLDE REDMOND LP
143 EQR-OLDE REDMOND LP LP
144 EQR-OREGON, L.L.C.
145 EQR-OVERLOOK MANOR II, LLC
146 EQR-PARK PLACE I GENERAL PARTNERSHIP
147 EQR-PARK PLACE II GENERAL PARTNERSHIP
148 EQR-PARKCREST, LLC
149 EQR-PARKSIDE LP
150 EQR-PINE MEADOWS GARDEN GENERAL PARTNERSHIP
151 EQR-PLANTATION FINANCING LIMITED PARTNERSHIP
152 EQR-PLANTATION, L.L.C.
153 EQR-PLEASANT RIDGE LP
154 EQR-PORTLAND CENTER, LLC
155 EQR-PRESTON BEND, G.P.
156 EQR-RESERVE SQUARE LIMITED PARTNERSHIP
157 EQR-RIDGEMONT/MOUNTAIN BROOK, L.L.C.
158 EQR-RIVER PARK LP
159 EQR-SANDSTONE LP
160 EQR-SMOKETREE, LLC
161 EQR-SONTERRA AT FOOTHILLS RANCH LP
162 EQR-SOUTHWOOD GP LP
163 EQR-SOUTHWOOD LP
164 EQR-SOUTHWOOD LP I LP
165 EQR-SOUTHWOOD LP II LP
166 EQR-SPINNAKER COVE, L.L.C.
167 EQR-SUMMER CREEK, LLC
168 EQR-SUMMERWOOD LP
169 EQR-SURREY DOWNS GP LP
170 EQR-SURREY DOWNS LP
171 EQR-SURREY DOWNS LP LP
172 EQR-SWN LINE FINANCING LIMITED PARTNERSHIP
173 EQR-TANASBOURNE TERRACE FINANCING LIMITED PARTNERSHIP
174 EQR-THE LAKES AT VININGS, LLC
175 EQR-TIMBERWOOD GP LP
176 EQR-TIMBERWOOD LP
177 EQR-TOWNHOMES OF MEADOWBROOK, LLC
178 EQR-TRAILS AT DOMINION GENERAL PARTNERSHIP
179 EQR-VALLEY PARK SOUTH FINANCING LIMITED PARTNERSHIP
180 EQR-VILLA SERENAS GENERAL PARTNERSHIP
181 EQR-VILLAGE OAKS GENERAL PARTNERSHIP
182 EQR-VILLAS OF JOSEY RANCH GP, LLC
183 EQR-VILLAS OF JOSEY RANCH LP
184 EQR-VININGS AT ASHLEY LAKE, L.L.C.
185 EQR-VIRGINIA, L.L.C.
186 EQR-WARWICK, L.L.C.
187 EQR-WASHINGTON, L.L.C.
188 EQR-WATERFALL, L.L.C.
189 EQR-WATSON G.P.
190 EQR-WELLINGTON, L.L.C.
191 EQR-WEST COAST PORTFOLIO GP, LLC
192 EQR-WIMBLEDON OAKS LP
193 EQR-WOODLAKE GP LP
194 EQR-WOODLAKE LP
<PAGE>
-------------------------------------------------
EQUITY RESIDENTIAL PROPERTIES TRUST
SUBSIDIARIES
-------------------------------------------------
195 EQR-WOODLEAF GP LP
196 EQR-WOODLEAF LP
197 EQR-WOODRIDGE I LP
198 EQR-WOODRIDGE II LP
199 EQR-WOODRIDGE III LP
200 EQR-WOODRIDGE, LLC
201 EQR-WYNDRIDGE III, L.L.C.
202 EQR-YORKTOWNE FINANCING LIMITED PARTNERSHIP
203 EQUITY-GREEN I VENTURE LIMITED PARTNERSHIP
204 EQUITY-GREEN II VENTURE LIMITED PARTNERSHIP
205 EQUITY-LODGE VENTURE LTD.
206 ERP-SOUTHEAST PROPERTIES, LLC
207 EVANS WITHYCOMBE FINANCE, L.P.
208 EW CHANDLER, L.P.
209 FOREST PLACE ASSOCIATES
210 FOURTH TOWNE CENTRE LIMITED PARTNERSHIP
211 FPAII, L.P.
212 Geary Courtyard Associates
213 GEORGIAN WOODS ANNEX ASSOCIATES
214 GLENLAKE CLUB L.P.
215 GREENWICH WOODS LIMITED PARTNERSHIP
216 HAMMOCKS AT LONG POINT, LLC
217 HORIZON PLACE ASSOCIATES
218 HUNTERS'S GLEN GENERAL PARTNERSHIP
219 HUNTINGTON, LLC
220 LANDON LEGACY PARTNERS LIMITED
221 LANDON PRAIRIE CREEK PARTNERS LIMITED
222 LENOX PLACE LP
223 MAGNOLIA VILLA, LLC
224 MCCASLIN HIDDEN LAKES, LTD.
225 MCCASLIN RIVERHILL, LTD.
226 MCKINLEY HILLS PARTNERS-85,
227 MERRY LAND, LLC
228 ML NORTH CAROLINA APARTMENTS LP
229 ML TENNESSEE APARTMENTS LP
230 ML TEXAS APARTMENTS LP
231 NORTHRIDGE LAKES LP
232 NRL ASSOCIATES LP
233 OAKS AT BAYMEADOWS ASSOCIATES
234 OAKS AT REGENCY ASSOCIATES
235 ROLIDO PARQUE GP
236 ROSEHILL POINTE GENERAL PARTNERSHIP
237 SARASOTA BENEVA PLACE ASSOICATES, LTD.
238 SEAGULL DRIVE JOINT VENTURE
239 SECOND COUNRTY CLUB ASSOCIATES LIMITED PARTNERSHIP
240 SECOND GEORGIAN WOODS LIMITED PARTNERSHIP
241 SONGBIRD GENERAL PARTNERSHIP
242 SUMMIT PLACE, LLC
243 SUNNY OAK VILLAGE GENERAL PARTNERSHIP
244 THE CROSSINGS ASSOCIATES
245 THE GATES OF REDMOND, L.L.C.
246 THE WIMBERLY APARTMENT HOMES, LTD.
247 THIRD TOWNE CENTRE LIMITED PARTNERSHIP
248 TOWERS AT PORTSIDE URBAN RENEWAL COMPANY, LLC
249 VININGS CLUB AT METROWEST LP
250 WINDSOR PLACE, LLC
251 WOOD FOREST ASSOCIATES
252 WOODCREST (AUGUSTA), LLC
<PAGE>
QUALIFIED REIT SUBSIDIARIES:
----------------------------
1 EQR-QRS HIGHLINE OAKS, INC
2 EQR-QRS RIDGEMONT/MOUNTAIN BROOK, INC
3 EQR-QRS SPINNAKER COVE, INC.
4 EQR-QRS WYNDRIDGE II, INC.
5 EQR-QRS WYNDRIDGE III, INC.
6 ERP-QRS ARBORS, INC.
7 ERP-QRS BRETON HAMMOCKS, INC.
8 ERP-QRS BS, INC.
9 ERP-QRS CAMELLERO, INC.
10 ERP-QRS CANTER CHASE, INC.
11 ERP-QRS CEDAR CREST, INC.
12 ERP-QRS CEDAR RIDGE, INC.
13 ERP-QRS CHAPARRAL CREEK, INC.
14 ERP-QRS CONTINENTAL VILLAS, INC.
15 ERP-QRS COUNTRY CLUB I, INC.
16 ERP-QRS COUNTRY CLUB II, INC.
17 ERP-QRS COUNTRY RIDGE, INC.
18 ERP-QRS CPRT II, INC.
19 ERP-QRS CPRT, INC.
20 ERP-QRS CREEKSIDE OAKS, INC.
21 ERP-QRS DARTMOUTH WOODS, INC.
22 ERP-QRS DORAL, INC.
23 ERP-QRS EMERALD PLACE, INC.
24 ERP-QRS EOI, INC.
25 ERP-QRS ESSEX PLACE, INC.
26 ERP-QRS FAIRFIELD, INC.
27 ERP-QRS FLATLANDS, INC.
28 ERP-QRS GEORGIAN WOODS ANNEX, INC.
29 ERP-QRS GLENLAKE CLUB, INC.
30 ERP-QRS GOVERNOR'S PLACE, INC.
31 ERP-QRS GREENWICH WOODS, INC.
32 ERP-QRS HARBOR POINTE, INC.
33 ERP-QRS HUNTER'S GLEN, INC.
34 ERP-QRS LAKEVILLE RESORT, INC.
35 ERP-QRS LAKEWOOD GREENS, INC.
36 ERP-QRS LINCOLN GREEN, INC.
37 ERP-QRS LODGE (OK), INC.
38 ERP-QRS MAGNUM, INC.
39 ERP-QRS MET CA, INC.
40 ERP-QRS MET, INC.
41 ERP-QRS NORTHAMPTON I, INC.
42 ERP-QRS PARK PLACE I, INC.
43 ERP-QRS PARK PLACE II, INC.
44 ERP-QRS PINE MEADOWS GARDEN, INC.
45 ERP-QRS PLANTATION, INC.
46 ERP-QRS PRESTON BEND, INC.
47 ERP-QRS RESERVE SQUARE, INC.
48 ERP-QRS ROLIDO PARQUE, INC.
49 ERP-QRS ROSEHILL POINTE, INC.
50 ERP-QRS SLEEPY HOLLOW, INC.
51 ERP-QRS SONGBIRD, INC.
52 ERP-QRS SONTERRA AT FOOTHILLS RANCH, INC.
53 ERP-QRS STONEBROOK, INC.
54 ERP-QRS SUNNY OAK VILLAGE, INC.
55 ERP-QRS SWN LINE, INC.
56 ERP-QRS TANASBOURNE TERRACE, INC.
57 ERP-QRS TOWNE CENTRE III, INC.
58 ERP-QRS TOWNE CENTRE IV, INC.
59 ERP-QRS TRAILS AT DOMINION, INC.
60 ERP-QRS VALLEY PARK SOUTH, INC.
61 ERP-QRS VILLA SERENAS, INC.
62 ERP-QRS VILLAGE OAKS, INC.
63 ERP-QRS WATSON, INC.
64 ERP-QRS WELLINGTON HILL, INC.
65 ERP-QRS YORKTOWNE, INC.
66 EVANS WITHYCOMBE FINANCE, INC
67 MERRY LAND APARTMENT COMMUNITIES, INC.
68 ML SERVICES, INC.
69 QRS IRONWOOD, INC.
70 QRS MARKS A, INC.
71 QRS MARKS B, INC.
72 QRS MISSOURI, INC.
73 QRS WARWICK, INC.
74 QRS-740 RIVER DRIVE, INC.
75 QRS-ARBORETUM, INC.
76 QRS-ARTBHOLDER, INC.
77 QRS-ARTCAPLOAN, INC.
78 QRS-BOND, INC.
79 QRS-CHARDONNAY PARK, INC
80 QRS-CONNOR, INC.
81 QRS-FERNBROOK, INC.
82 QRS-GATES OF REDMOND, INC
83 QRS-LLC, INC.
84 QRS-MUIRFIELD, INC.
85 QRS-NORTH HILL, INC
86 QRS-PORTLAND CENTER, INC.
87 QRS-SCARBOROUGH, INC.
88 QRS-SMOKETREE, INC.
89 QRS-TOWERS AT PORTSIDE, INC.
90 QRS-TOWNHOMES OF MEADOWBROOK, INC.
91 QRS-VININGS AT ASHLEY LAKE, INC.
92 QRS-WATERFALL, INC.
93 QRS-WOODRIDGE, INC.
94 WADLINGTON, INC.
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Forms S-3 No. 333-72961, No. 333-45533, No. 333-39289, No. 333-12983, No.
333-06873, No. 33-97680, No. 33-84974 and Forms S-8 No. 333-66257, No. 333-56165
and No. 333-06869) of Equity Residential Properties Trust and in the related
Prospectuses of our report dated February 17, 1999, except for Note 24, as to
which the date is March 5, 1999, with respect to the consolidated financial
statements and schedule of Equity Residential Properties Trust included in this
Annual Report (Form 10-K) for the year ended December 31, 1998.
/s/ Ernst & Young LLP
Ernst & Young LLP
Chicago, Illinois
March 18, 1999
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
-----------------
STATE OF ILLINOIS
COUNTY OF COOK
KNOW ALL MEN BY THESE PRESENTS that John W. Alexander, having an address at
255 Colville Rd, Charolotte, NC, 28207 has made, constituted and appointed and
BY THESE PRESENTS, does make, constitute and appoint Douglas Crocker II and
Michael J. McHugh, or either of them, having an address at Two North Riverside
Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and
his name, place and stead to sign and execute in any and all capacities this
Annual Report on Form 10-K and any or all amendments to this Annual Report
granting unto each of such, Attorney-in-Fact, full power and authority to do and
perform each and every act and thing, requisite and necessary to be done in an
about the premises, as fully, to all intents and purposes as he might or could
do if personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that each of such Attorney-
in-Fact or his substitutes shall lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.
IN WITNESS WHEREOF, John W. Alexander, has hereunto set his hand this
12 /th/ day of March, 1999.
/s/ John W. Alexander
---------------------------
John W. Alexander
I, Lisa Currie , a Notary Public in and for said County in the State of
aforesaid, do hereby certify that John W. Alexander, personally known to me to
be the same person whose name is subscribed to the foregoing instrument appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his own free voluntary act for the uses and purposes therein set
forth.
Given under my hand and notarial seal this 12 /th/ day of March, 1999.
Lisa Currie
[OFFICIAL SEAL APPEARS HERE] ---------------------------
(Notary Public)
My Commission Expires:____________________
<PAGE>
EXHIBIT 24.2
POWER OF ATTORNEY
-----------------
STATE OF ILLINOIS
COUNTY OF COOK
KNOW ALL MEN BY THESE PRESENTS that James D. Harper, Jr., having an address
at 1120 McCanin Road, Amity, OR, 97101 has made, constituted and appointed and
BY THESE PRESENTS, does make, constitute and appoint Douglas Crocker II and
Michael J. McHugh, or either of them, having an address at Two North Riverside
Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and
his name, place and stead to sign and execute in any and all capacities this
Annual Report on Form 10-K and any or all amendments to this Annual Report
granting unto each of such, Attorney-in-Fact, full power and authority to do and
perform each and every act and thing, requisite and necessary to be done in an
about the premises, as fully, to all intents and purposes as he might or could
do if personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that each of such Attorney-
in-Fact or his substitutes shall lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.
IN WITNESS WHEREOF, James D. Harper, Jr., has hereunto set his hand
this 12/th/ day of March, 1999.
/S/ James D. Harper
---------------------
James D. Harper, Jr .
I, Lisa Currie a Notary Public in and for said County in the State of
aforesaid, do hereby certify that James D. Harper, Jr., personally known to me
to be the same person whose name is subscribed to the foregoing instrument
appeared before me this day in person and acknowledged that he signed and
delivered said instrument as his own free voluntary act for the uses and
purposes therein set forth.
Given under my hand and notarial seal this 12/th/ day of March, 1999.
/s/ lisa currie
[OFFICIAL SEAL APPEARS HERE] --------------------------
(Notary Public)
My Commission Expires:____________________
<PAGE>
EXHIBIT 24.3
POWER OF ATTORNEY
-----------------
STATE OF ILLINOIS
COUNTY OF COOK
KNOW ALL MEN BY THESE PRESENTS that Errol R. Halperin, having an address at
107 W. Delaware, Unit F, Chicago, IL 60610, has made, constituted and
appointed and BY THESE PRESENTS, does make, constitute and appoint Douglas
Crocker II and Michael J. McHugh, or either of them, having an address at Two
North Riverside Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-
Fact for him and his name, place and stead to sign and execute in any and all
capacities this Annual Report on Form 10-K and any or all amendments to this
Annual Report granting unto each of such, Attorney-in-Fact, full power and
authority to do and perform each and every act and thing, requisite and
necessary to be done in an about the premises, as fully, to all intents and
purposes as he might or could do if personally present at the doing thereof,
with full power of substitution and revocation, hereby ratifying and confirming
all that each of such Attorney-in-Fact or his substitutes shall lawfully do or
cause to be done by virtue hereof.
This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.
IN WITNESS WHEREOF, Errol R. Halperin, has hereunto set his hand this
12/th/ day of March, 1999.
/s/ Errol R. Halperin
------------------------------
Errol R. Halperin
I, Lisa Currie, a Notary Public in and for said County in the State of
aforesaid, do hereby certify that Errol R. Halperin, personally known to me to
be the same person whose name is subscribed to the foregoing instrument appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his own free voluntary act for the uses and purposes therein set
forth.
Given under my hand and notarial seal this 12/th/ day of March, 1999.
/s/ Lisa Currie
[OFFICIAL SEAL APPEARS HERE] ----------------------
(Notary Public)
My Commission Expires:____________________
<PAGE>
EXHIBIT 24.4
POWER OF ATTORNEY
-----------------
STATE OF ILLINOIS
COUNTY OF COOK
KNOW ALL MEN BY THESE PRESENTS that B. Joseph White, having an address at
3000 Hunting Valley, Ann Arbor, MI, 48104 has made, constituted and appointed
and BY THESE PRESENTS, does make, constitute and appoint Douglas Crocker II and
Michael J. McHugh, or either of them, having an address at Two North Riverside
Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and
his name, place and stead to sign and execute in any and all capacities this
Annual Report on Form 10-K and any or all amendments to this Annual Report
granting unto each of such, Attorney-in-Fact, full power and authority to do and
perform each and every act and thing, requisite and necessary to be done in an
about the premises, as fully, to all intents and purposes as he might or could
do if personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that each of such Attorney-
in-Fact or his substitutes shall lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.
IN WITNESS WHEREOF, B. Joseph White, has hereunto set his hand this 12/th/
day of March, 1999.
/s/ B. Joseph White
-----------------------------
B. Joseph White
I, Lisa Currie, a Notary Public in and for said County in the State of
aforesaid, do hereby certify that B. Joseph White, personally known to me to be
the same person whose name is subscribed to the foregoing instrument appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his own free voluntary act for the uses and purposes therein set
forth.
Given under my hand and notarial seal this 12/th/ day of March, 1999.
[OFFICIAL SEAL APPEARS HERE] /s/ Lisa Currie
---------------------
(Notary Public)
My Commission Expires:____________________
<PAGE>
EXHIBIT 24.5
POWER OF ATTORNEY
-----------------
STATE OF ILLINOIS
COUNTY OF COOK
KNOW ALL MEN BY THESE PRESENTS that Henry H. Goldberg, having an address at
c/o Artery Properties Inc. 4733 Bethesda Ave #410, Bethesda, MD 20814, has made,
constituted and appointed and BY THESE PRESENTS, does make, constitute and
appoint Douglas Crocker II and Michael J. McHugh, or either of them, having an
address at Two North Riverside Plaza, Chicago, Illinois 60606, his true and
lawful Attorney-in-Fact for him and his name, place and stead to sign and
execute in any and all capacities this Annual Report on Form 10-K and any or all
amendments to this Annual Report granting unto each of such, Attorney-in-Fact,
full power and authority to do and perform each and every act and thing,
requisite and necessary to be done in an about the premises, as fully, to all
intents and purposes as he might or could do if personally present at the doing
thereof, with full power of substitution and revocation, hereby ratifying and
confirming all that each of such Attorney-in-Fact or his substitutes shall
lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.
IN WITNESS WHEREOF, Henry H. Goldberg, has hereunto set his hand this
12 /th/ day of March, 1999.
/s/ Henry H. Goldberg
------------------------------
Henry H. Goldberg
I, Lisa Currie, a Notary Public in and for said County in the State of
aforesaid, do hereby certify that Henry H. Goldberg, personally known to me to
be the same person whose name is subscribed to the foregoing instrument appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his own free voluntary act for the uses and purposes therein set
forth.
Given under my hand and notarial seal this 12 /th/ day of March, 1999.
/s/ Lisa Currie
[OFFICIAL SEAL APPEARS HERE] ------------------------------
(Notary Public)
My Commission Expires:____________________
<PAGE>
EXHIBIT 24.6
POWER OF ATTORNEY
-----------------
STATE OF ILLINOIS
COUNTY OF COOK
KNOW ALL MEN BY THESE PRESENTS that Edward Lowenthal, having an address at
13 Ackerman Road, Saddle River, NJ 07458 has made, constituted and appointed and
BY THESE PRESENTS, does make, constitute and appoint Douglas Crocker II and
Michael J. McHugh, or either of them, having an address at Two North Riverside
Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and
his name, place and stead to sign and execute in any and all capacities this
Annual Report on Form 10-K and any or all amendments to this Annual Report
granting unto each of such, Attorney-in-Fact, full power and authority to do and
perform each and every act and thing, requisite and necessary to be done in an
about the premises, as fully, to all intents and purposes as he might or could
do if personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that each of such Attorney-
in-Fact or his substitutes shall lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.
IN WITNESS WHEREOF, Edward Lowenthal, has hereunto set his hand this 12/th/
day of March, 1999.
/s/ Edward Lowenthal
------------------------------
Edward Lowenthal
I, Lisa Currie, a Notary Public in and for said County in the State of
aforesaid, do hereby certify that Edward Lowenthal, personally known to me to be
he same person whose name is subscribed to the foregoing instrument appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his own free voluntary act for the uses and purposes therein set
forth.
Given under my hand and notarial seal this 12/th/ day of March, 1999.
/s/ Lisa Currie
------------------------------
(Notary Public)
[OFFICIAL SEAL APPEARS HERE]
My Commission Expires:____________________
<PAGE>
EXHIBIT 24.7
POWER OF ATTORNEY
-----------------
STATE OF ILLINOIS
COUNTY OF COOK
KNOW ALL MEN BY THESE PRESENTS that Jeffrey H. Lynford, having an address
at 10 Holly Branch Road, Katonah, NY 10536 has made, constituted and appointed
and BY THESE PRESENTS, does make, constitute and appoint Douglas Crocker II and
Michael J. McHugh, or either of them, having an address at Two North Riverside
Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and
his name, place and stead to sign and execute in any and all capacities this
Annual Report on Form 10-K and any or all amendments to this Annual Report
granting unto each of such, Attorney-in-Fact, full power and authority to do and
perform each and every act and thing, requisite and necessary to be done in an
about the premises, as fully, to all intents and purposes as he might or could
do if personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that each of such Attorney-
in-Fact or his substitutes shall lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.
IN WITNESS WHEREOF, Jeffrey H. Lynford, has hereunto set his hand this
12/th/ day of March, 1999.
/s/ Jeffery H. Lynford
-----------------------
Jeffrey H. Lynford
I, Lisa Currie, a Notary Public in and for said County in the State of
aforesaid, do hereby certify that Jeffrey H. Lynford, personally known to me to
be the same person whose name is subscribed to the foregoing instrument appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his own free voluntary act for the uses and purposes therein set
forth.
Given under my hand and notarial seal this 12/th/ day of March, 1999.
/s/ Lisa Currie
--------------------
(Notary Public)
My Commission Expires: 02/07/01
<PAGE>
EXHIBIT 24.8
POWER OF ATTORNEY
-----------------
STATE OF ILLINOIS
COUNTY OF COOK
KNOW ALL MEN BY THESE PRESENTS that Stephen O. Evans, having an address at
5825 E. Starlight Way, Paradise Valley, AZ 85253, has made, constituted and
appointed and BY THESE PRESENTS, does make, constitute and appoint Douglas
Crocker II and Michael J. McHugh, or either of them, having an address at Two
North Riverside Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-
Fact for him and his name, place and stead to sign and execute in any and all
capacities this Annual Report on Form 10-K and any or all amendments to this
Annual Report granting unto each of such, Attorney-in-Fact, full power and
authority to do and perform each and every act and thing, requisite and
necessary to be done in an about the premises, as fully, to all intents and
purposes as he might or could do if personally present at the doing thereof,
with full power of substitution and revocation, hereby ratifying and confirming
all that each of such Attorney-in-Fact or his substitutes shall lawfully do or
cause to be done by virtue hereof.
This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.
IN WITNESS WHEREOF, Stephen O. Evans, has hereunto set his hand this 12
/th/ day of March, 1999.
/s/ Stephen O. Evans
--------------------------------
Stephen O. Evans
I, Lisa Currie, a Notary Public in and for said County in the State of
aforesaid, do hereby certify that Stephen O. Evans, personally known to me to be
he same person whose name is subscribed to the foregoing instrument appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his own free voluntary act for the uses and purposes therein set
forth.
Given under my hand and notarial seal this 12 /th/ day of March, 1999.
/s/ Lisa Currie
--------------------------------
(Notary Public)
My Commission Expires: 02/07/01
------------------
<PAGE>
EXHIBIT 24.9
POWER OF ATTORNEY
-----------------
STATE OF ILLINOIS
COUNTY OF COOK
KNOW ALL MEN BY THESE PRESENTS that Boone A. Knox, having an address at
3133 Washington Rd, Thompson, GA 30824, has made, constituted and appointed and
BY THESE PRESENTS, does make, constitute and appoint Douglas Crocker II and
Michael J. McHugh, or either of them, having an address at Two North Riverside
Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and
his name, place and stead to sign and execute in any and all capacities this
Annual Report on Form 10-K and any or all amendments to this Annual Report
granting unto each of such, Attorney-in-Fact, full power and authority to do and
perform each and every act and thing, requisite and necessary to be done in an
about the premises, as fully, to all intents and purposes as he might or could
do if personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that each of such Attorney-
in-Fact or his substitutes shall lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.
IN WITNESS WHEREOF, Boone A. Knox, has hereunto set his hand this 12/th/
day of March, 1999.
/s/ Boone A. Knox
----------------------
Boone A. Knox
I, Lisa Currie, a Notary Public in and for said County in the State of
aforesaid, do hereby certify that Boone A. Knox, personally known to me to be
the same person whose name is subscribed to the foregoing instrument appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his own free voluntary act for the uses and purposes therein set
forth.
Given under my hand and notarial seal this 12/th/ day of March, 1999.
/s/ Lisa Currie
-----------------------
(Notary Public)
My Commission Expires: 02/07/01
<PAGE>
Exhibith 24.10
POWER OF ATTORNEY
-----------------
STATE OF ILLINOIS
COUNTY OF COOK
KNOW ALL MEN BY THESE PRESENTS that Michael N. Thompson, having an address
at 5 Brigartine Court, Savannah, GA 31410 has made, constituted and appointed
and BY THESE PRESENTS, does make, constitute and appoint Douglas Crocker II and
Michael J. McHugh, or either of them, having an address at Two North Riverside
Plaza, Chicago, Illinois 60606, his true and lawful Attorney-in-Fact for him and
his name, place and stead to sign and execute in any and all capacities this
Annual Report on Form 10-K and any or all amendments to this Annual Report
granting unto each of such, Attorney-in-Fact, full power and authority to do and
perform each and every act and thing,requisite and necessary to be done in an
about the premises, as fully, to all intents and purposes as he might or could
do if personally present at the doing thereof, with full power of substitution
and revocation, hereby ratifying and confirming all that each of such Attorney-
in-Fact or his substitutes shall lawfully do or cause to be done by virtue
hereof.
This Power of Attorney shall remain in full force and effect until
terminated by the undersigned through the instrumentality of a signed writing.
IN WITNESS WHEREOF, Michael N. Thompson, has hereunto set his hand this
12/th/ day of March, 1999.
/s/ Michael N. Thompson
------------------------------
Michael N. Thompson
I, Lisa Currie, a Notary Public in and for said County in the State of
aforesaid, do hereby certify that Michael N. Thompson, personally known to me to
be the same person whose name is subscribed to the foregoing instrument appeared
before me this day in person and acknowledged that he signed and delivered said
instrument as his own free voluntary act for the uses and purposes therein set
forth.
Given under my hand and notarial seal this 12/th/ day of March, 1999.
/s/ Lisa Currie
[OFFICIAL SEAL APPEARS HERE] ------------------------------
(Notary Public)
My Commission Expires:____________________
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 3,965
<SECURITIES> 0
<RECEIVABLES> 4,758
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 289,422
<PP&E> 10,942,063
<DEPRECIATION> 718,491
<TOTAL-ASSETS> 10,700,260
<CURRENT-LIABILITIES> 257,912
<BONDS> 4,680,527
0
1,410,574
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 10,700,260
<SALES> 1,317,746
<TOTAL-REVENUES> 1,337,449
<CGS> 0
<TOTAL-COSTS> 509,488
<OTHER-EXPENSES> 21,718
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 249,342
<INCOME-PRETAX> 255,032
<INCOME-TAX> 0
<INCOME-CONTINUING> 255,032
<DISCONTINUED> 21,703
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 183,818
<EPS-PRIMARY> 1.65
<EPS-DILUTED> 1.63
</TABLE>
