Registration No. 333-_______________
As filed with the Securities and Exchange Commission
on July 25, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMLI RESIDENTIAL PROPERTIES TRUST
(Exact Name of Registrant as Specified in its Charter)
MARYLAND
(State or Other Jurisdiction of Incorporation or Organization)
36-3925916
(I.R.S. Employer Identification No.)
125 South Wacker Drive, Suite 3100, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
AMLI RESIDENTIAL PROPERTIES TRUST
EXECUTIVE SHARE PURCHASE PLAN
(Full Title of the Plan)
------------------------------
ALLAN J. SWEET
125 South Wacker Drive
Suite 3100
Chicago, Illinois 60606
(Name and Address of Agent for Service)
(312) 984-5037
(Telephone Number, Including Area Code, of Agent for Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) FEE
- ------------- ------------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Shares of
Beneficial Interest,
$0.01 par value 580,000
shares $17.32 $10,045,600 $3,464
<FN>
(1) Estimated solely for the purpose of computing the registration fee on the basis of $20.375 per share, which
was the average of the high and low sale prices of the Common Shares of Beneficial Interest as reported on the New
York Stock Exchange on July 23, 1996. Eighty-five percent (85%) of such average price was used to determine the
maximum offering price because the Executive Share Purchase Plan provides for purchases at a price of eighty-five
percent (85%) of fair market value as defined in the Executive Share Purchase Plan.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement; and all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of
such documents.
(a) The Registrant's annual report on Form 10-K for the year
ended December 31, 1995;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the 1995 fiscal
year; and
(c) The description of the Registrant's Common Shares of
Beneficial Interest, $.01 par value per share, contained in the
Registrant's Registration Statement on Form 8-A filed under the Exchange
Act, including any amendment or report filed for the purpose of updating
such description.
ITEM 6. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
The Registrant's officers and Trustees are and will be indemnified
under the Declaration of Trust and Bylaws of the Registrant, and the
Partnership Agreement of the Operating Partnership against certain
liabilities. The Declaration of Trust requires the Registrant to indemnify
its Trustees and officers, among others, against claims and liabilities and
reasonable expenses actually incurred by them in connection with any claim
or liability by reason of their services in those or other capacities
unless it is established that the act or omission of the Trustee or officer
was material to the matter giving rise to the proceeding and was committed
in bad faith or was the result of active and deliberate dishonesty, or the
Trustee or officer actually received an improper personal benefit, or, in
the case of any criminal proceeding, the Trustee or officer had reasonable
cause to believe that the act or omission was unlawful.
As permitted by Maryland Law, the Declaration of Trust provides that a
Trustee or officer of the Registrant shall not be liable for monetary
damages incurred by the Registrant or its shareholders for any act or
omission in the performance of his duties, except to the extent that (1)
the person actually received an improper benefit or (2) the person's action
or failure to act was the result of active and deliberate dishonesty and
was material to the cause of action adjudicated.
The Partnership Agreement of the Operating Partnership also provides
for indemnification of the Registrant and its officers and Trustees to the
same extent indemnification is provided to officers and Trustees of the
Registrant in its Declaration of Trust, and limits the liability of the
Registrant to the Operating Partnership and its partners to the same extent
the liability of the officers and Trustees of the Registrant to the
Registrant and its shareholders is limited under the Registrant's
Declaration of Trust.
ITEM 8. EXHIBITS.
See the Exhibit Index which is hereby incorporated by reference.
2
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial BONA FIDE offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 6 of this Registration Statement, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
3
payment by the Registrant of expenses incurred or paid by a Trustee,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such Trustee, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Amli Residential
Properties Trust, a Maryland real estate investment trust, and each of the
undersigned Trustees and officers of Amli Residential Properties Trust,
hereby constitutes and appoints Gregory T. Mutz, John E. Allen, Allan J.
Sweet and Charles C. Kraft, its, his or her true and lawful attorneys-in-
fact and agents, for it, him or her and in its, his or her name, place and
stead, in any and all capacities, with full power to act alone, to sign any
and all amendments to this Registration Statement, and to file each such
amendment to this Registration Statement with all exhibits thereto, and any
and all documents in connection therewith, with the Securities and Exchange
Commission, hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any and all acts
and things required and necessary to be done, as fully and to all intents
and purposes as it, he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them,
may lawfully do or cause to be done by virtue hereof.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
the 25th day of July, 1996.
AMLI RESIDENTIAL PROPERTIES TRUST
By: /s/ JOHN E. ALLEN
John E. Allen
Its: Vice Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on the 25th day of July, 1996.
SIGNATURE TITLE
/s/ GREGORY T. MUTZ Chairman of the Board of Trustee
Gregory T. Mutz (Principal Executive Officer)
/s/ JOHN E. ALLEN Vice-Chairman of the Board of Trustees
John E. Allen (Principal Financial Officer)
/s/ ALLAN J. SWEET Trustee and President
Allan J. Sweet
/s/ CHARLES C. KRAFT Treasurer
Charles C. Kraft (Principal Accounting Officer)
/s/ LAURA D. GATES Trustee
Laura D. Gates
/s/ MARC S. HEILWEIL Trustee
Marc S. Heilweil
/s/ STEPHEN G. McCONAHEY Trustee
Stephen G. McConahey
/s/ QUINTIN E. PRIMO III Trustee
Quintin E. Primo III
/s/ JOHN G. SCHREIBER Trustee
John G. Schreiber
/s/ PHILIP N. TAGUE Trustee
Philip N. Tague
5
INDEX TO EXHIBITS
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
4.1 Amended and Restated Declaration of Trust of the Registrant
(Incorporated by reference to Exhibit 3.1 to Registration Statement No. 33-
71566)
4.2 Amended and Restated By-laws of the Registrant (Incorporated by
reference to Exhibit 3.2 to Registration Statement No. 33-71566)
4.3 Amended and Restated Agreement of Limited Partnership of Amli
Residential Properties, L.P. (Incorporated by reference to Exhibit 10.1 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994)
4.3(a) First Amendment to the Amended and Restated Agreement of
Limited Partnership of Amli Residential Properties, L.P. (Incorporated by
reference to Exhibit 10.1(a) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995).
4.3(b) Second Amendment to the Amended and Restated Agreement of
Limited Partnership of Amli Residential Properties, L.P. (Incorporated by
reference to Exhibit 10.1(b) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995).
4.4 Form of Common Share Certificate (Incorporated by reference to
Exhibit 4.1 to Registration Statement No. 33-71566).
4.5 Articles Supplementary to the Amended and Restated Declaration
of Trust of the Registrant Classifying Unissued Shares of Beneficial
Interest in the Registrant as Series A Cumulative Convertible Preferred
Shares of Beneficial Interest (Incorporated by reference to Exhibit 4.9 to
the Registrant's Current Report on Form 8-K dated January 30, 1996).
4.6 Form of Series A Preferred Share Certificate (Incorporated by
reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K
dated January 18, 1996).
5.1 Opinion of Mayer, Brown & Platt.
10.1 Amli Residential Properties Trust Executive Share Purchase
Plan.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Mayer, Brown & Platt (Included in the opinion filed
as Exhibit 5.1 hereto).
24 Powers of Attorney (included at page 4 hereof).
EXHIBIT 5.1
July 24, 1996
The Board of Trustees
Amli Residential Properties Trust
125 South Wacker Drive
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as counsel to Amli Residential Properties Trust, a
Maryland real estate investment trust (the "Company"), in connection with
the proceedings (the "Company Proceedings") taken and to be taken relating
to the registration by the Company of an aggregate of 580,000 common shares
of beneficial interest (the "Shares") of the Company, $.01 par value per
share, with the Securities and Exchange Commission (the "SEC") in
connection with the Company's Executive Share Purchase Plan (the "Plan").
We have also participated in the preparation and filing with the SEC under
the Securities Act of 1933, as amended, of a registration statement on Form
S-8 (the "Registration Statement"), relating to such Shares.
As special counsel to the Company, we have examined originals or
copies certified to our satisfaction of the Company's Amended and Restated
Declaration of Trust (the "Declaration of Trust") and Amended and Restated
Bylaws, resolutions of the Board of Trustees, and such other Company
records, instruments, certificates and documents and such questions of law
as we considered necessary or appropriate to enable us to express this
opinion. As to certain facts material to our opinion, we have relied, to
the extent we deem such reliance proper, upon certificates of public
officials and officers of the Company. In rendering this opinion, we have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to authentic
original documents of photostatic copies.
Based upon and subject to the foregoing and to the assumptions,
limitations and conditions set forth herein, we are of the opinion that,
upon completion of the Company Proceedings, the Shares will have been duly
authorized for issuance, and when the Shares are issued and delivered in
accordance with the Company
The Board of Trustees
Amli Residential Properties Trust
July 24, 1996
Page 2
Proceedings and the Plan, the Shares will be validly issued, fully paid
and, except as described below, nonassessable.
Our opinion relating to the nonassessability of the Shares does not
pertain to the potential liability of shareholders of the Company for debts
and liabilities of the Company. Section 5-350 of the Maryland Courts and
Judicial Proceedings Code provides that "a shareholder . . . of a real
estate investment trust . . . is not personally liable for the obligations
of the real estate investment trust." The Declaration of Trust provides
that no shareholder shall be personally liable in connection with the
Company's property or the affairs of the Company. The Declaration of Trust
further provides that the Company shall indemnify and hold harmless
shareholders against all claims and liabilities and related reasonable
expenses to which they become subject by virtue of their status as current
or former shareholders. In addition, we have been advised that the
Company, as a matter of practice, inserts a clause in its business,
management and other contracts that provides that shareholders shall not be
personally liable thereunder. Accordingly, no personal liability should
attach to the Company's shareholders for contract claims under any contract
containing such a clause where adequate notice is given. However, with
respect to tort claims, contract claims where shareholder liability is not
so negated, claims for taxes and certain statutory liability, the
shareholders may, in some jurisdictions, be personally liable for such
claims and liabilities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MAYER, BROWN & PLATT
EXHIBIT 10.1
AMLI RESIDENTIAL PROPERTIES TRUST
EXECUTIVE SHARE PURCHASE PLAN
1. BACKGROUND AND PURPOSE. Amli Residential Properties Trust, a
Maryland real estate investment trust (the "REIT"), the general partner of
Amli Residential Properties, L.P., a Delaware limited partnership (the
"Partnership"), has established the Amli Residential Properties Trust
Executive Share Purchase Plan (the "Plan"), effective as of May 1, 1996.
The Partnership owns all of the preferred stock of Amli Management Company,
a Delaware corporation, Amli Institutional Advisors, Inc., an Illinois
corporation, and Amrescon, Inc., a Delaware corporation, and each of such
entities is referred to herein individually as a "Service Company" and
collectively as the "Service Companies". The Partnership may from time to
time acquire, directly or indirectly, a greater than 50% economic interest
in other entities that may adopt the Plan and become additional Service
Companies hereunder, with the consent of the Executive Compensation
Committee of the REIT. The REIT, the Partnership, and the Service
Companies are referred to individually herein as an "Affiliated Company"
and collectively as "Affiliated Companies".
The Plan is intended to enable the REIT, the Partnership and the
Service Companies to attract and retain qualified trustees, officers and
other key employees by providing such individuals the opportunity to share
in the growth and success of the REIT and Partnership through proprietary
interests in the REIT or Partnership.
2. ADMINISTRATION. The authority to manage and control the
operation and administration of the Plan shall be vested in a committee
appointed by the Board of Trustees of the REIT (the "REIT Committee"). Any
interpretation of the Plan by the REIT Committee and any decision made by
the REIT Committee on any matter within its discretion is final and binding
on all persons. No member of the REIT Committee shall be liable for any
action or determination made with respect to the Plan.
3. PARTICIPATION. Trustees, officers and employees of the
Affiliated Companies shall become "Participants" in the Plan in accordance
with the following:
(a) All trustees of the REIT who are not employees of an Affiliated
Company shall be eligible to participate in the Plan.
(b) The REIT Committee shall determine and designate the officers
and key employees of the REIT and Partnership that shall be eligible to
participate in the Plan.
(c) Each Service Company Committee shall determine and designate
the officers and key employees of such Service Company that shall be
eligible to participate in the Plan. The term "Service Company Committee"
means, with respect to each Service Company, the Board of Directors of such
Service Company, or a committee appointed by such Board of Directors and
composed of two or more members thereof for the purposes of granting
purchase rights under the Plan and exercising certain administrative
responsibilities with respect thereto.
4. SHARE PURCHASE. Subject to the conditions and limitations of
the Plan, each Participant who is a trustee or employee of the REIT shall
have the opportunity to purchase common shares of beneficial interest, $.01
par value per share, of the REIT ("Shares"), and each Participant who is an
employee of the Partnership or a Service Company shall have the opportunity
to purchase units of limited partnership interest in the Partnership
("Units") in accordance with the following rules:
(a) The maximum number of Shares which may be purchased in any
calendar year by a Participant who is a trustee of the REIT is the number
of Shares with a Fair Market Value of $100,000, determined using the Fair
Market Value (as defined in paragraph 5) of the Shares as of the date of
purchase.
(b) The maximum number of Shares which may be purchased in any
calendar year by an eligible Participant who is not a trustee of the REIT
is the lesser of (i) the number of Shares with a Fair Market Value of 50
percent of the Participant's annual base salary, or (ii) the number of
Shares with a Fair Market Value of $100,000, determined using the Fair
Market Value of the Shares and base salary in effect as of the date of
purchase.
(c) The maximum number of Units which may be purchased in any
calendar year is the lesser of (i) the number of Units with a Fair Market
Value of 50 percent of the Participant's annual base salary, or (ii) the
number of Units with a Fair Market Value of $100,000, determined using the
Fair Market Value (as defined in paragraph 5) of the Units and base salary
in effect as of the date of purchase.
(d) Participants may only purchase Shares or Units, as applicable,
once in any calendar year during one of the quarterly Window Periods during
that year, as elected by the Participant. The term "Window Period" means
the 10 business day period commencing on the third business
-2-
day following the REIT's public release of its quarterly
earnings.
(e) A Participant shall purchase Shares or Units, as applicable, as
of any date during the Window Period by notifying the applicable Committee
in writing of his election to purchase Shares or Units under the Plan.
Such notification shall specify the number of Shares or Units the
Participant wishes to purchase and shall be accompanied by payment of the
Purchase Price for such Shares or Units, together with any applicable
withholding taxes. The withholding taxes, and the portion of the Purchase
Price not being financed by a loan pursuant to paragraph 6, shall be paid
by the Participant in cash or by check.
(f) Units purchased shall represent limited partnership interests
in the Partnership and shall be accorded the rights ("Conversion Rights")
described in Section 4.2(e) of the Agreement of Limited Partnership of Amli
Residential Properties, L.P., providing for the exchange of Units for
Shares. A Participant who purchases Units shall be required to exercise
his Conversion Rights simultaneously with the purchase of such Units.
5. PURCHASE PRICE. The "Purchase Price" for each Share or Unit
purchased under the Plan shall be equal to 85% of the Fair Market Value of
a Share or Unit, as applicable, on the date such Shares or Units are
purchased in accordance with paragraph 4. The "Fair Market Value" of a
Share shall mean the average of the high and low prices for such Share for
the day immediately preceding the date as of which Fair Market Value is
being determined (or if there was no reported sale on such date, on the
last preceding date on which any reported sale occurred), as reported on
the principal securities exchange on which the Shares are listed or
admitted to trading. As of any date, the Fair Market Value of a Unit shall
equal the Fair Market Value of a Share.
6. PURCHASE LOAN. The Affiliated Company which employs the
Participant shall make, at the election of the Participant, a loan (a
"Loan") to such Participant in an amount of up to 80% of the Purchase Price
of the Shares or Units purchased. The Loan may be used only for the
purpose of financing the purchase, subject to the following:
(a) Each Loan shall be evidenced by a promissory note and pledge
agreement in such form as the applicable Committee shall approve; provided,
that the note shall (i) provide full recourse to the Participant, (ii)
-3-
provide for interest at an annual rate equal to the rate on 10-
Year Treasury bonds plus 150 basis points, compounded
quarterly, (iii) be secured, pursuant to a pledge agreement, by the
purchased Shares, including any Shares acquired through the exercise of
Conversion Rights with respect to purchased Units, and (iv) comply with all
applicable laws, regulations and rules of the Board of Governors of the
Federal Reserve System and any other governmental agency having
jurisdiction.
(b) Each Loan shall provide for a term of no more than 10 years.
(c) All principal and interest outstanding under a Loan with
respect to any Participant will automatically become due and payable (i) 60
days after the date the Participant's employment with the Affiliated
Companies terminates for any reason other than death, retirement on or
after attainment of age 62, or following a Change in Control of the Company
(as defined in paragraph 7), or (ii) 180 days after the date the
Participant's employment with the Affiliated Companies terminates by reason
of death, retirement on or after attainment of age 62, or following a
Change in Control of the Company.
(d) No Participant shall be eligible for a Loan if the principal
amount of such Loan, when combined with the outstanding principal amount of
other Loans made to the Participant, would exceed $200,000.
7. RESTRICTIONS ON SHARES. During the Restricted Period (defined
below), the following rules shall apply to Shares purchased under the Plan,
and Shares acquired pursuant to Conversion Rights with respect to Units
purchased under the Plan:
(a) The Shares may not be sold, assigned, transferred, pledged
(except to the appropriate Affiliated Company pursuant to a Loan) or
otherwise encumbered.
(b) The certificate representing such Shares shall be registered in
the name of the Participant and shall be deposited with the appropriate
Affiliated Company, together with a stock power (in such form as the
Affiliated Company may determine).
(c) The Participant shall be treated as a shareholder with respect
to the Shares, including the right to vote such Shares.
- 4 -
The "Restricted Period" is the period beginning on the date the Shares are
purchased or, in the case of Shares acquired pursuant to the exercise of
Conversion Rights with respect to purchased Units, the date such Units are
purchased, and ending on the earlier of (i) the fifth anniversary of such
purchase date, (ii) the date of a Change in Control, or (iii) the date of
the Participant's termination of employment with the Affiliated Companies.
For purposes of this paragraph 7, the term "Change in Control" means the
happening of any of the following: (i) the Company is merged into or
consolidated with another entity, or the shareholders of the Company
approve a definitive agreement to sell or otherwise dispose of all or
substantially all of its assets or adopt a plan of liquidation, provided,
however, that a Change in Control shall not be deemed to have occurred by
reason of a transaction, or a substantially concurrent or otherwise related
series of transactions, upon the completion of which the beneficial
ownership of the voting power of the Company, the surviving entity or
entity directly or indirectly controlling the Company or the surviving
entity, as the case may be, is held only by the same persons (as defined
below) (although not necessarily in the same proportion) as held the
beneficial ownership of the voting power of the Company immediately prior
to the transaction or the substantially concurrent or otherwise related
series of transactions, except that upon the completion thereof, employees
or employee benefit plans of the Company may be a new holder of such
beneficial ownership; or (ii) the "beneficial ownership" (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of securities representing 20% or more of the combined
voting power of the Company is acquired by any "person" as defined in
Sections 13(d) and 14(d) of the Exchange Act (other than any trustee or
other fiduciary holding securities under an employee benefit or other
similar share plan of the Company); or (iii) at any time during any period
of two consecutive years, individuals who at the beginning of such period
were members of the Board of Trustees of the Company cease for any reason
to constitute at least a majority thereof (unless the election, or the
nomination for election by the Company's shareholders, of each new trustee
was approved by a vote of at least two-thirds of the trustees still in
office at the time of such election or nomination who were trustees at the
beginning of such period).
8. TRANSFER AT TERMINATION OF RESTRICTED PERIOD. At the end of
the Restricted Period with respect to any Shares, the certificate
representing such Shares shall be transferred to the Participant (or the
Participant's legal representative or heir) free of all restrictions;
provided, however, that if the Shares are still serving as collateral under
a Loan, such Shares shall continue to be held by the applicable Affiliated
Company until released under the terms of the applicable pledge agreement.
-5-
9. WITHHOLDING. The Affiliated Companies shall have the right to
require a Participant to pay to the Affiliated Company the amount of any
taxes that are required to be withheld with respect to a Participant's
participation in the Plan.
10. NO EMPLOYMENT RIGHTS. The Plan does not constitute a contract
of employment, and participation in the Plan will not give any Participant
the right to be retained in the employ of the Affiliated Companies or the
right to continue as a trustee of the REIT or any right or claim to any
benefit under the Plan unless such right or claim has specifically accrued
under the terms of the Plan.
11. SHAREHOLDER OR PARTNER STATUS. No Participant in the Plan shall
have any rights of a shareholder of the REIT or a partner in the
Partnership until Shares or Units, as applicable, are issued to such
Participant. Shares issued under the Plan may be acquired from authorized
but unissued Shares or Shares held in the REIT's treasury, or both.
12. AMENDMENT OF THE PLAN. Subject to any approval of the
shareholders of the REIT which may be required, the Board of Trustees of
the REIT may at any time amend, suspend or terminate the Plan.
-6-
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Trustees and Shareholders
Amli Residential Properties Trust:
We consent to the use of our report on the consolidated financial
statements and schedule of Amli Residential Properties Trust as of December
31, 1995 and 1994, and for each of the years in the three-year period ended
December 31, 1995, incorporated by reference herein.
KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Chicago, Illinois
July 22, 1996
