<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration File No. 333-80835
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 7, 1999)
3,089,547 SHARES
EQUITY RESIDENTIAL PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
The third sentence of the first paragraph on the cover page of the
prospectus dated July 7, 1999 is hereby amended and restated in its entirety as
follows:
We may issue up to 3,089,547 common shares to the selling shareholders,
upon their request, in exchange for their 3,089,547 units of limited partnership
interest in ERP Operating Limited Partnership, our operating partnership, or in
connection with any merger or other business combination.
The section entitled "Selling Shareholders" in the prospectus is hereby
amended and restated in its entirety as follows:
SELLING SHAREHOLDERS
We may issue up to 3,089,547 common shares to the selling shareholders if
and to the extent that (1) the selling shareholders who currently hold units of
limited partnership interest in our operating partnership exchange their units
of limited partnership interest and we issue common shares to them in exchange
therefor or (2) we issue common shares to the selling shareholders in connection
with any merger or other business combination. 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 owned
or 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.
All references to the term "selling shareholder" in this prospectus are hereby
deemed to include all transferees, assignees, distributees or pledgees of any
person identified herein as a 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. We cannot assure you that the selling shareholders
will sell any of the offered common shares. The common shares covered by this
prospectus represent approximately 2.1% of the total common shares (assuming
exchange of all outstanding units of limited partnership interest for common
shares) outstanding as of September 30, 2000.
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF COMMON
SHARES OWNED AND
NAME OF SELLING SHAREHOLDER OFFERED HEREBY
--------------------------- --------------
<S> <C>
C. Preston Butcher III 566,678
Mack Pogue, Inc. 256,676
W. Dean Henry 213,343
Denny McLarry 1998 Trust 206,591
Otilia C. McLarry 1998 Trust 206,591
David Brent Pogue 146,106
Woodson Family Trust 144,073
Blair Matthew Pogue 140,973
Legacy Partners 2236 L.P. 136,659
Blake Pogue 106,260
SP Lakeshore Partners, Ltd. 103,036
Park River Limited Partners, Ltd. 62,300
Jeff Byrd 61,969
Gary J. Rossi 57,746
B-Way Limited Partners, Ltd. 56,951
Wimbledon Partners, Ltd. 52,869
Lakewood Greens Partners, Ltd. 48,926
Legacy Partners 2232 L.P. 43,284
Edward D. O'Brien 41,485
Paul M. Thomas Jr. Family Trust 37,498
Villas at Josey Ranch, Inc. 37,252
Stuart L. Leeder 32,115
Guy Hays 30,578
Kimberlee Spicer Romanov 27,996
Gould Investors, LP 26,470
Eduard de Guardiola 24,820
Fielders 1990 Partners, L.P. 22,285
CR Townhomes Limited Partnership 22,111
Michael A. Zoellner 16,847
Cann Investments, Ltd. 16,611
Jane A. Hiber 15,457
Michael Blonder 15,420
Pleasant Ridge Partners, L.P. 14,149
Esther A. Dunton 13,435
Paul H. Ravich 9,365
Howard G. Stacker 9,365
Arledge Family Trust. 8,660
Edward B. Romanov, Jr. 8,424
Delivertech, Inc. 8,163
Dallas Sandstone of Bear Creek L.P. 8,142
Richard L. Fore 6,903
Gerald Blonder 5,776
Pogue Children's 1988 Lincoln Trust 4,877
Legacy Partners 292 L.P. 4,506
Legacy Partners 234 L.P. 4,477
John Igoe c/o LPAC Agent 2,233
Delores Jean Pogue Trust 1,881
Edward T. Hewitt 406
Richard H. Semple 406
Roy L. Titchworth, M.D. and Carolyn Titchworth 270
Paul M. Thomas, Jr. 43
---------
3,089,547
=========
</TABLE>
----------
The date of this prospectus supplement is December 15, 2000