<PAGE>
PROSPECTUS
1,262,264 SHARES
EQUITY RESIDENTIAL PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
The persons listed below, who may become shareholders of Equity
Residential Properties Trust, may offer and sell from time to time up to
1,262,264 of our common shares of beneficial interest under this prospectus. In
this prospectus we refer to these persons as the selling shareholders. We may
issue up to 1,262,264 common shares to the selling shareholders, upon their
request, in exchange for their 1,262,264 units of limited partnership interest
in ERP Operating Limited Partnership, our operating partnership. Our
registration of these common shares is not meant to imply that the selling
shareholders will offer or sell any of these common shares. We will receive no
proceeds from any sale of common shares by a selling shareholder.
The selling shareholders may offer their common shares through public
or private transactions, on or off the New York Stock Exchange, at prevailing
market prices, or at privately negotiated prices. The selling shareholders may
sell their common shares directly or through agents or broker-dealers acting as
principal or agent, or in a distribution by underwriters.
The common shares are listed on the New York Stock Exchange under the
symbol "EQR".
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this prospectus is March 24, 1999.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Special Note Regarding Forward-Looking Statements............................ 3
Available Information........................................................ 3
Incorporation of Certain Documents By Reference.............................. 3
The Company.................................................................. 5
No Proceeds to the Company................................................... 5
Selling Shareholders......................................................... 5
Plan of Distribution......................................................... 8
Experts...................................................................... 8
Legal Matters................................................................ 9
</TABLE>
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in or incorporated by reference into this
prospectus and any accompanying prospectus supplement contains "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"). We intend the forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained
in that section. These forward-looking statements relate to, without limitation,
our anticipated future economic performance, our plans and objectives for future
operations and projections of revenue and other financial items, which can be
identified by the use of forward-looking words such as "may," "will," "should,"
"expect," "anticipate," "estimate" or "continue" or the negative thereof or
other variations thereon or comparable terms. The cautionary statements under
the caption "Risk Factors" contained in our Annual Report on Form 10-K for the
year ended December 31, 1998, which is incorporated herein by reference, and
other similar statements contained in this prospectus or any accompanying
prospectus supplement identify important factors with respect to forward-looking
statements, including certain risks and uncertainties, that could cause actual
results to differ materially from those in such forward-looking statements.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, we are required to file reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). You
may inspect and copy these reports, proxy statements and other information at
the Public Reference Section of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, Suite 1300, New York, New York 10048. You may also obtain copies of the
reports, proxy statements and other information from the Public Reference
Section of the Commission, Washington, D.C. 20549, upon payment of prescribed
rates, or in certain cases by accessing the Commission's World Wide Web site at
http://www.sec.gov. You may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. Our common shares
are listed on the New York Stock Exchange under the symbol "EQR". Our reports,
proxy statements and other information are also available for inspection at the
offices of the New York Stock Exchange located at 20 Broad Street, New York, New
York 10005.
We have filed with the Commission a registration statement on Form S-3
(the "Registration Statement"), of which this prospectus is a part, under the
Securities Act, with respect to the securities covered by this prospectus. This
prospectus does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. Statements contained in this prospectus as to
the contents of any contract or other document are not necessarily complete, and
in each instance, we refer the reader to the copy of such contract or document
filed as an exhibit to the Registration Statement. Each such statement is
qualified in all respects by this reference and the exhibits and schedules
thereto. For further information about us and the common shares covered by this
prospectus, we refer the reader to the Registration Statement and these exhibits
and schedules which may be obtained from the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed the documents listed below with the Commission under the
Exchange Act and these documents are incorporated into this prospectus by
reference:
a. Annual Report on Form 10-K for the year ended December 31, 1998.
b. Second Amended and Restated Declaration of Trust (the
"Declaration of Trust") filed as Exhibit 3.1 to our Current
Report on Form 8-K dated May 30, 1997, as amended or supplemented
from time to time.
c. Second Amended and Restated Bylaws (the "Bylaws"), filed as
Exhibit 3.2 to our Current Report on Form 8-K, dated May 30,
1997.
d. Definitive Proxy Statement relating to our Annual Meeting of
Shareholders dated March 30, 1998.
e. Joint Proxy Statement/Prospectus/Information Statement dated
September 14, 1998.
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f. Description of our common shares contained in our registration
statement on Form 8-A/A dated August 10, 1993.
g. Current Reports on Form 8-K dated June 25, 1998, July 23, 1998,
October 19, 1998, and February 24, 1999 and our Current Report on
Form 8-K/A dated July 23, 1998.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of the offering of all common shares under this prospectus will also
be deemed to be incorporated by reference in this prospectus and to be a part
hereof from the date of filing those documents.
Any statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference herein will be modified
or superseded by inconsistent statements in any document we file in the future
that will be deemed incorporated by reference herein, including any prospectus
supplement that supplements this prospectus. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus or any accompanying prospectus supplement.
Subject to the foregoing, all information appearing in this prospectus and each
accompanying prospectus supplement is qualified in its entirety by the
information appearing in the documents incorporated by reference.
We will provide, without charge, copies of all documents that are
incorporated herein by reference (not including the exhibits to such
information, unless such exhibits are specifically incorporated by reference in
such information) to each person, including any beneficial owner, to whom this
prospectus is delivered upon written or oral request. Requests should be
directed to Equity Residential Properties Trust, Two North Riverside Plaza,
Suite 400, Chicago, Illinois 60606, Attention: Cynthia McHugh (telephone number:
(312) 474-1300).
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UNLESS OTHERWISE INDICATED, WHEN USED HEREIN, THE TERMS "WE" AND "US"
REFER TO EQUITY RESIDENTIAL PROPERTIES TRUST, A MARYLAND REAL ESTATE INVESTMENT
TRUST, AND ITS SUBSIDIARIES, INCLUDING ERP OPERATING LIMITED PARTNERSHIP, ITS
OPERATING PARTNERSHIP.
THE COMPANY
We are an equity real estate investment trust, or REIT, formed to
continue the multifamily property business objectives and acquisition strategies
of certain affiliated entities controlled by Mr. Samuel Zell, Chairman of our
Board of Trustees. We are the managing general partner of ERP Operating Limited
Partnership, our operating partnership. We own, administer and manage all of our
assets and conduct substantially all of our business through the operating
partnership and its subsidiaries.
Our executive offices are located at Two North Riverside Plaza, Suite
400, Chicago, Illinois 60606, and its telephone number is (312) 474-1300.
NO PROCEEDS TO THE COMPANY
We will not receive any of the proceeds from sales of common shares
offered by the selling shareholders. We will pay all of the costs and expenses
incurred in connection with the registration under the Securities Act of the
offering made hereby, other than any brokerage fees and commissions, fees and
disbursements of legal counsel for the selling shareholders and share transfer
and other taxes attributable to the sale of the offered common shares, which
will be paid by the selling shareholders.
SELLING SHAREHOLDERS
We may issue up to 1,262,264 of common shares to the selling
shareholders who currently hold 1,262,264 units of limited partnership interest
in our operating partnership, if and to the extent that the selling shareholders
exchange their units of limited partnership interest and we issue common shares
to them in exchange therefor. Following our issuance of these shares, the
selling shareholders may resell the common shares covered by this prospectus as
provided under the Plan of Distribution section of this prospectus or as
described in an applicable prospectus supplement. The following table provides
the name of each selling shareholder, the number of common shares to be owned
upon exchange of such units of limited partnership interest by each selling
shareholder before any offering to which this prospectus relates, and the number
of common shares that may be offered by each selling shareholder. Assuming the
redemption of all units of limited partnership held by each selling shareholder,
the number of common shares set forth in the following table is also the number
of common shares owned by each selling shareholder prior to the offering.
Because the selling shareholders may sell all or some of their offered common
shares, no estimate can be made of the number of offered common shares that will
be sold by the selling shareholders or that will be owned by the selling
shareholders upon completion of the offering. There is no assurance that the
selling shareholders will sell any of the offered common shares. The common
shares covered by this prospectus represent approximately 0.96% of the total
common shares (assuming exchange of all outstanding units of limited partnership
interest for common shares) outstanding as of January 31, 1999.
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<TABLE>
<CAPTION>
NUMBER OF COMMON
SHARES OWNED AND
NAME OF SELLING SHAREHOLDER OFFERED HEREBY
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<S> <C>
J. Ronald Terwilliger ................................................ 170,502 (1)
TCF Residential Partnership, Ltd...................................... 132,079 (2)
Lansing-Sierra Associates, L.P........................................ 90,445
Douglas Hoeksema...................................................... 88,940
Leonard W. Wood Family Limited Partnership............................ 87,705 (3)
Susan A. Hoeksema..................................................... 81,962
CFP Residential, L.P. ................................................ 74,396 (2)
CPM Investment Company, LLC........................................... 111,226
TCR-Brookfield Limited Partnership ................................... 68,456
Warren J. Durkin, Jr.................................................. 51,404
Taxman Family Limited Partnership..................................... 44,305
J. Ronald Terwilliger Grantor Trust................................... 23,378 (4)
Randy J. Pace......................................................... 20,173
TCR-Bloomingdale Limited Partnership ................................. 21,410
Edward O. Wood, Jr.................................................... 18,044
Plum Tree Limited Partnership ........................................ 20,365 (2)
Mandel Properties Services, Inc....................................... 16,786
Speicher Family Trust................................................. 15,607
JRT Holdings, Inc..................................................... 14,245 (5)
TCR-Plum Tree Phase III Limited Partnership .......................... 14,792
Clifford Breining..................................................... 9,457
LWW Holdings, Inc..................................................... 8,796 (6)
Guy Weill............................................................. 6,014
Bruce R. Fairty....................................................... 5,752
Terrence C. Golden.................................................... 5,742
Edward A. Storey...................................................... 4,999
David J. Elwell....................................................... 4,333
Arthur Hill........................................................... 4,134
TCR-Glenlake Club Limited Partnership................................. 3,902
Ronald J. Gafford..................................................... 3,093
Dwight C. Baum and Hildegard E. Baum Trust............................ 3,007
John S. Carter........................................................ 3,007
Edwin K. Hoffman...................................................... 3,007
Kenneth McCormick..................................................... 3,007
Joel M. Goldfrank..................................................... 3,007
David Benjamin........................................................ 2,894
Dennis Fitzharris..................................................... 2,757
Estate of Robert E. Springer.......................................... 2,068
John T. Dealy......................................................... 1,503
Steven A. Karpf....................................................... 1,503 (7)
A. Eugene Kohn........................................................ 1,503
Peter E. Bronstein.................................................... 1,503
Arthur Hauspurg....................................................... 1,378
Peter Hauspurg........................................................ 1,378
Russell Pellicano..................................................... 1,378
William and Marta Ray................................................. 1,000
Balcones Club Associates.............................................. 989
Donald E. Conover..................................................... 751
Thomas M. Yamin....................................................... 751
Royal Taxman.......................................................... 662
GT of Wisconsin, Inc.................................................. 662
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF COMMON
SHARES OWNED AND
NAME OF SELLING SHAREHOLDER OFFERED HEREBY
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<S> <C>
Gary Taxman........................................................... 662
Marcus E. Bromley..................................................... 437
TCR-Ravinia Limited Partnership ...................................... 259
TCR-Carlson Lakes Limited Partnership ................................ 197
Lewis Topper.......................................................... 138
Hy Manton............................................................. 138
Philip Levy........................................................... 138
Jeffrey Gilbert....................................................... 138
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1,262,264
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</TABLE>
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(1) Does not include 23,378 shares that may be owned upon an exchange of
units by the J. Ronald Terwilliger Grantor Trust, of which Mr.
Terwilliger is the trustee, or 14,245 shares that may be owned upon an
exchange of units by JRT Holdings, Inc., of which Mr. Terwilliger is the
President. Also does not include an aggregate of 129,381 shares that may
be owned upon an exchange of units by any of Plum Tree Limited
Partnership, TCR-Plum Tree Phase III Limited Partnership, TCR-Brookfield
Limited Partnership, TCR-Ravinia Limited Partnership, TCR-Bloomingdale
Limited Partnership, TCR-Carlson Lakes Limited Partnership or
TCR-Glenlake Club Limited Partnership, of which Mr. Terwilliger is the
President of the general partner.
(2) The general partner of both TCF Residential Partnership, Ltd. and Plum
Tree Limited Partnership is Mill Spring Holdings, Inc. The general
partner of CFP Residential, L.P. is Crow Family, Inc. Harlan R. Crow is
the Chief Executive Officer of each of Mill Spring Holdings, Inc. and
Crow Family, Inc.
(3) Does not include 8,796 shares that may be owned upon an exchange of
units by LWW Holdings, Inc. Leonard W. Wood is the President of each of
the general partner of the Leonard W. Wood Family Limited Partnership
and LWW Holdings, Inc.
(4) Does not include 142,139 shares that may be owned upon an exchange of
units by J. Ronald Terwilliger, who is the trustee of the J. Ronald
Terwilliger Grantor Trust.
(5) Does not include 142,139 shares that may be owned upon an exchange of
units by J. Ronald Terwilliger, who is the President of JRT Holdings,
Inc.
(6) Does not include 87,705 shares that may be owned upon an exchange of
units by the Leonard W. Wood Family Limited Partnership. Leonard W. Wood
is the President of each of the general partner of the Leonard W. Wood
Family Partnership and LWW Holdings, Inc.
(7) Mr. Karpf has informed us that he also owns an additional 762 of our
common shares.
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PLAN OF DISTRIBUTION
Any of the selling shareholders may from time to time, in one or more
transactions, sell all or a portion of the offered common shares on the New York
Stock Exchange, in the over-the-counter market, on any other national securities
exchange on which the common shares are listed or traded, in negotiated
transactions, in underwritten transactions or otherwise, at prices then
prevailing or related to the then current market price or at negotiated prices.
The offering price of the offered common shares from time to time will be
determined by the selling shareholders and, at the time of such determination,
may be higher or lower than the market price of the common shares on the New
York Stock Exchange. In connection with an underwritten offering, underwriters
or agents may receive compensation in the form of discounts, concessions or
commissions from a selling shareholder or from purchasers of offered common
shares for whom they may act as agents, and underwriters may sell offered common
shares to or through dealers, and such dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents. Under
agreements that may be entered into by us, underwriters, dealers and agents who
participate in the distribution of offered common shares may be entitled to
indemnification by us against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which such
underwriters, dealers or agents may be required to make in respect thereof. The
offered common shares may be sold directly or through broker-dealers acting as
principal or agent, or pursuant to a distribution by one or more underwriters on
a firm commitment or best-efforts basis. The methods by which the offered common
shares may be sold include: (a) a block trade in which the broker-dealer so
engaged will attempt to sell the offered common shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker-dealer as principal and resale by such broker-dealer
for its account pursuant to this prospectus; (c) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; (d) an exchange
distribution in accordance with the rules of the New York Stock Exchange; (e)
privately negotiated transactions; and (f) underwritten transactions. The
selling shareholders and any underwriters, dealers or agents participating in
the distribution of the offered common shares may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit on the sale of the
offered common shares by the selling shareholders and any commissions received
by any such broker-dealers may be deemed to be underwriting commissions under
the Securities Act.
When a selling shareholder elects to make a particular offer of
offered common shares, a prospectus supplement, if required, will be distributed
which will identify any underwriters, dealers or agents and any discounts,
commissions and other terms constituting compensation from such selling
shareholder and any other required information.
In order to comply with the securities laws of certain states, if
applicable, the offered common shares may be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the offered common
shares may not be sold unless they have been registered or qualified for sale in
such state or an exemption from such registration or qualification requirement
is available and is complied with.
We have agreed to pay all costs and expenses incurred in connection
with the registration under the Securities Act of the offered common shares,
including, without limitation, all registration and filing fees, printing
expenses and fees and disbursements of our counsel and accountants. The selling
shareholders will pay any brokerage fees and commissions, fees and disbursements
of their legal counsel and share transfer and other taxes attributable to the
sale of the offered common shares. We have also agreed to indemnify each of the
selling shareholders and their respective officers, directors and trustees and
each person who controls (within the meaning of the Securities Act) such selling
shareholder against certain losses, claims, damages, liabilities and expenses
arising under the securities laws in connection with this offering. Each of the
selling shareholders has agreed to indemnify us and our officers and trustees
and each person who controls (within the meaning of the Securities Act) our
company against any losses, claims, damages, liabilities and expenses arising
under the securities laws in connection with this offering with respect to
written information furnished to us by such selling shareholder; PROVIDED,
HOWEVER, that the indemnification obligation is several, not joint, as to each
selling shareholder.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule appearing in our Annual Report on Form 10-K
for the year ended December 31, 1998, at December 31, 1998 and 1997 and for each
of the three years in the period ended December 31, 1998 and the Statements of
Revenue and Certain Expenses of certain properties that were acquired or were
expected to be acquired in 1998, appearing in our Current Report on Form 8-K
dated June 25, 1998, as set forth in their reports which are incorporated in
this prospectus by reference. Our consolidated financial statements, and the
8
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statements of revenue and certain expenses are incorporated by reference in
reliance on their reports, given on their authority as experts in accounting and
auditing.
The consolidated financial statements of Merry Land & Investment
Company, Inc. appearing in our Current Report on Form 8-K/A dated July 23, 1998
were audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are incorporated in this
Registration Statement in reliance upon the authority of said firm as experts in
accounting and auditing.
LEGAL MATTERS
The legality of the offered common shares has been passed upon for us
by Rosenberg & Liebentritt, P.C., Chicago, Illinois. Certain tax matters have
been passed upon by Hogan & Hartson L.L.P., our special tax counsel. Rosenberg &
Liebentritt, P.C. will rely on Hogan & Hartson L.L.P. as to certain matters of
Maryland law.
9
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY US. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON SHARE, IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM TO WHOM, IT IS UNLAWFUL TO MAKE ANY
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN OUR AFFAIRS SINCE THE DATE HEREOF.
----------------------
1,262,264 SHARES
EQUITY RESIDENTIAL PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
----------------------
PROSPECTUS
----------------------
MARCH 24, 1999
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