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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
EVANS WITHYCOMBE RESIDENTIAL, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
299212100
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(CUSIP number)
Stephen O. Evans
c/o Evans Withycombe Residential, Inc.
6991 East Camelback Road, Suite A-200
Scottsdale, Arizona 85251
(602) 840-1040
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(Name, address and telephone number of person
authorized to receive notices and communications)
August 27, 1997
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE. Six copies of this statement, including all exhibits, should be
filed with the Commission. SEE Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Page 1 of 11 Pages)
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CUSIP NO. 299212100 13D PAGE 2 OF 11 PAGES
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Stephen O. Evans
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
1,083,282
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
2,089,551
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,083,282
-----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
2,089,551
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,172,833
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 299212100 13D PAGE 3 OF 11 PAGES
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
F. Keith Withycombe
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
1,071,351
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
1,954,001
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,071,351
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PERSON WITH 10 SHARED DISPOSITIVE POWER
1,954,001
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,025,352
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 299212100 13D PAGE 4 OF 11 PAGES
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
EW Investments Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF 7 SOLE VOTING POWER
SHARES
1,632,114
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,632,114
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,632,114
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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14 TYPE OF REPORTING PERSON*
PN
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CUSIP NO. 299212100 13D PAGE 5 OF 11 PAGES
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Evans Family Limited Liability Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF 7 SOLE VOTING POWER
SHARES
135,550
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
135,550
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,550
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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14 TYPE OF REPORTING PERSON*
OO
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $0.01 per
share (the "Common Stock"), of Evans Withycombe Residential, Inc., a Maryland
corporation (the "Company"). The principal executive offices of the Company
are located at 6991 East Camelback Road, Suite A-200, Scottsdale, Arizona
85251.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of the following persons
(collectively, the "Shareholders"): (1) Stephen O. Evans; (2) F. Keith
Withycombe; (3) EW Investments Limited Partnership, an Arizona limited
partnership; and (4) The Evans Family Limited Liability Company, an Arizona
limited liability company.
STEPHEN O. EVANS
The business address of Stephen O. Evans is c/o Evans Withycombe
Residential, Inc., 6991 East Camelback Road, Suite A-200, Scottsdale, Arizona
85251. Mr. Evans is the Chairman of the Board and Chief Executive Officer of
the Company. The Company develops, acquires, owns and manages upscale
multifamily apartment communities.
Mr. Evans has not during the past five years been convicted in a
criminal proceeding or been a party to any civil proceeding resulting in his
being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Mr. Evans is a citizen of the United States.
F. KEITH WITHYCOMBE
The business address of F. Keith Withycombe is c/o Evans Withycombe
Residential, Inc., 6991 East Camelback Road, Suite A-200, Scottsdale, Arizona
85251. Mr. Withycombe is a director of the Company.
Mr. Withycombe has not during the past five years been convicted in
a criminal proceeding or been a party to any civil proceeding resulting in
his being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Mr. Withycombe is a citizen of the United States.
EW INVESTMENTS LIMITED PARTNERSHIP
EW Investments Limited Partnership ("EWILP") was formed to acquire,
own, develop, improve, manage, encumber, mortgage, lease, sell, transfer,
exchange, venture, joint venture and hold for investment real property
located in certain counties of the state of Arizona. EWILP's business
address is c/o EW Investments, Inc., 6991 East Camelback Road, Suite A-200,
Scottsdale, Arizona 85251.
EWILP has not during the last five years been convicted in a
criminal proceeding or been a party to a civil proceeding resulting in its
being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Page 6 of 11
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EW Investments, Inc., an Arizona corporation ("EWI"), is the general
partner of EWILP. EWI's business is to serve as the general partner of
EWILP. EWI's principal business address is 6991 East Camelback Road, Suite
A-200, Scottsdale, Arizona 85251. Stephen O. Evans, F. Keith Withycombe and
Paul R. Fannin are the Chairman, President and Treasurer, and Vice President
and Secretary, respectively, of EWI. Messrs. Evans and Withycombe are also
the directors of EWI.
The business address of Paul R. Fannin is c/o Evans Withycombe
Residential, Inc., 6991 East Camelback Road, Suite A-200, Scottsdale, Arizona
85251. Mr. Fannin is the Senior Vice President, Chief Financial Officer,
Treasurer and Secretary of the Company. Mr. Fannin has not during the past
five years been convicted in a criminal proceeding or been a party to any
civil proceeding resulting in his being subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws. Mr. Fannin is a citizen of the United
States.
THE EVANS FAMILY LIMITED LIABILITY COMPANY
The Evans Family Limited Liability Company ("Evans LLC") was formed
to acquire and hold for investment (i) interests in partnerships which own
real estate rental properties and (ii) stocks, bonds and other marketable
securities. The address of Evans LLC is c/o its manager, Stephen O. Evans,
whose business address is provided above.
Evans LLC has not during the last five years been convicted in a
criminal proceeding or been a party to a civil proceeding resulting in its
being subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
The managers of Evans LLC are Stephen O. Evans and Arduth L. Evans
(each, a "Manager"). The members of Evans LLC are Mr. and Mrs. Evans, Pamela
K. Evans, Matthew S. Evans and Elizabeth C. Evans (collectively, the
"Members"). The business address of each of the Members is 6991 East
Camelback Road, Suite A-200, Scottsdale, Arizona 85251.
Arduth L. Evans is a community volunteer. Mrs. Evans has not during
the past five years been convicted in a criminal proceeding or been a party
to any civil proceeding resulting in her being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws. Mrs. Evans is a citizen of the United
States.
Pamela K. Evans is a school teacher. Pamela K. Evans has not
during the past five years been convicted in a criminal proceeding or been
a party to any civil proceeding resulting in her being subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws. Pamela K. Evans
is a citizen of the United States.
Matthew S. Evans is a mortgage banker. Matthew S. Evans has not
during the past five years been convicted in a criminal proceeding or been a
party to any civil proceeding resulting in his being subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violations with respect to such laws. Matthew S. Evans is a citizen of
the United States.
Page 7 of 11
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Elizabeth C. Evans is a student. Elizabeth C. Evans has
not during the past five years been convicted in a criminal proceeding or
been a party to any civil proceeding resulting in her being subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws. Elizabeth C. Evans
is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
On August 27, 1997, the Company and Equity Residential Properties
Trust, a Maryland real estate investment trust ("EQR"), entered into an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 27,
1997, pursuant to which the Company will merge with and into EQR (the
"Merger"). Pursuant to the Merger, each share of Common Stock which is
issued and outstanding immediately prior to the Merger will be converted into
0.50 of a common share of beneficial interest of EQR. Consummation of the
Merger is subject to the approval of the shareholders of the Company and EQR
and to specified closing conditions.
On August 27, 1997 each of the Shareholders entered into a letter
agreement with EQR (the "Voting Agreement"), whereby each Shareholder agreed,
among other things, to vote all the shares of Common Stock owned by him or it
in favor of the Merger Agreement and certain transactions contemplated by the
Merger at any meeting of shareholders of the Company to consider the same.
Each Shareholder also agreed to vote all units (the "Units") of limited
partnership in Evans Withycombe Residential, L.P., a Delaware limited
partnership of which the Company is the general partner, owned by him or it
in favor of certain transactions described in and contemplated by the Merger
Agreement. Each Unit is convertible into one share of Common Stock.
Except as described above, the Shareholders do not presently have
any other proposals or plans which would result in any event listed in items
(a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
STEPHEN O. EVANS. Stephen O. Evans directly owns (i) 139,002 shares
of Common Stock, 13,131 restricted shares of Common Stock and stock options
which are exercisable within 60 days into 161,250 shares of Common Stock and
(ii) 769,899 Units. If the Units owned by Mr. Evans were converted into
Common Stock and the shares of Common Stock which he is entitled to purchase
upon the exercise of stock options were purchased, Mr. Evans would own
approximately 5.1% of the outstanding shares of Common Stock. Mr. Evans, as
the Chairman of the general partner of EWILP, may be deemed the beneficial
owner with shared voting and dispositive power of 1,632,114 Units held by
EWILP. Additionally, Mr. Evans, as a manager of Evans LLC, may be deemed the
beneficial owner with shared voting and dispositive power of 135,550 Units
held by Evans LLC. Mr. Evans may also be deemed the beneficial owner with
shared voting and dispositive power of an aggregate of 321,887 Units held by
EW Cottonwood/Tempe Limited Partnership, EW Lakewood Limited Partnership,
EW/SWS Investors Limited Partnership and EW Kachina Limited Partnership
(collectively, the "EW LPs"). Mr. Evans is the Chairman of Evans Withycombe
Communities, Inc., an Arizona corporation ("Communities"), which is the
general partner of each of the EW
Page 8 of 11
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LPs. In the aggregate, if all the Units Mr. Evans is deemed to beneficially
own were converted into Common Stock and the shares of Common Stock which he
is entitled to purchase upon the exercise of stock options were purchased,
Mr. Evans may be deemed to beneficially own 3,172,833 shares of Common Stock,
which represents 13.6% of the outstanding Common Stock. Mr. Evans has not
effected any transactions involving shares of Common Stock during the past
sixty days.
F. KEITH WITHYCOMBE. F. Keith Withycombe directly owns (i) 104,152
shares of Common Stock and stock options which are exercisable within 60 days
into 195,000 shares of Common Stock and (ii) 772,199 Units. If the Units
owned by Mr. Withycombe were converted into Common Stock and the shares of
Common Stock which he is entitled to purchase upon the exercise of stock
options were purchased, Mr. Withycombe would own approximately 5.0% of the
outstanding shares of Common Stock. Mr. Withycombe, as the President and
Treasurer of the general partner of EWILP, may be deemed the beneficial owner
with shared voting and dispositive power of 1,632,114 Units held by EWILP.
Mr. Withycombe may also be deemed to beneficially own with shared voting and
dispositive power of an aggregate of 321,887 Units held by the EW LPs. Mr.
Withycombe is the President and Treasurer of Evans Withycombe Communities,
Inc., an Arizona corporation ("Communities"), which is the general partner of
each of the EW LPs. In the aggregate, if all the Units Mr. Withycombe is
deemed to beneficially own were converted into Common Stock and the shares of
Common Stock which he is entitled to purchase upon the exercise of stock
options were purchased, Mr. Withycombe may be deemed to beneficially own
3,025,352 shares of Common Stock, which represents 13.0% of the outstanding
Common Stock. Mr. Withycombe has not effected any transactions involving
shares of Common Stock during the past sixty days.
EWILP. EWILP directly owns 1,632,114 Units. If the Units owned by
EWILP were converted in Common Stock, EWILP would own approximately 7.4% of
the outstanding shares of Common Stock. EWILP has not effected any
transactions involving shares of Common Stock during the past sixty days.
EVANS LLC. Evans LLC directly owns 135,550 Units. If the Units
owned by Evans LLC were converted in Common Stock, Evans LLC would own
approximately 0.7% of the outstanding shares of Common Stock. Evans LLC has
not effected any transactions involving shares of Common Stock during the
past sixty days.
EWI. EWI, as the general partner of EWILP, may be deemed to
beneficially own the 1,632,114 Units held by EWILP. If the Units owned by
EWILP were converted in Common Stock, EWI would be deemed to beneficially own
approximately 7.4% of the outstanding shares of Common Stock. EWI has not
effected any transactions involving shares of Common Stock during the past
sixty days.
PAUL R. FANNIN. Paul R. Fannin directly owns (i) 13,115 shares of
Common Stock, 11,219 restricted shares of Common Stock and stock options
which are exercisable within 60 days into 33,750 shares of Common Stock. If
the shares of Common Stock which he is entitled to purchase upon the exercise
of stock options were purchased, Mr. Fannin would own approximately 0.3% of
the outstanding shares of Common Stock. Mr. Fannin, as the Vice President and
Secretary of the general partner of EWILP, may be deemed the beneficial owner
with shared voting and dispositive power of 1,632,114 Units held by EWILP.
In the aggregate, if all the Units Mr. Fannin is deemed to beneficially own
were converted into Common Stock and
Page 9 of 11
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the shares of Common Stock which he is entitled to purchase upon the exercise
of stock options were purchased, Mr. Fannin may be deemed to beneficially own
1,690,198 shares of Common Stock, which represents 7.7% of the
outstanding Common Stock. Mr. Fannin has not effected any transactions
involving shares of Common Stock during the past sixty days.
ARDUTH EVANS. Arduth Evans, as a manager of Evans LLC, may be
deemed the beneficial owner with shared voting and dispositive power of
135,550 Units held by Evans LLC. If the Units owned by Evans LLC were
converted in Common Stock, Mrs. Evans would own approximately 0.7% of the
outstanding shares of Common Stock. Mrs. Evans may be deemed to share
beneficial ownership with respect to the shares of Common Stock owned by her
husband, Stephen O. Evans. Mrs. Evans disclaims beneficial ownership of such
shares. Mrs. Evans has not effected any transactions involving shares of
Common Stock during the past sixty days.
Each of Elizabeth C. Evans, Pamela K. Evans and Matthew S. Evans
directly owns 1,000 shares of Common Stock.
None of Elizabeth C. Evans, Pamela K. Evans or Matthew S. Evans has
effected any transactions involving shares of Common Stock during the past
sixty days.
In the aggregate, if all the Units the Shareholders are deemed to
beneficially own were converted into Common Stock and the shares of Common
Stock which they are entitled to purchase upon the exercise of stock options
were purchased, the Shareholders may be deemed to beneficially own 4,244,184
shares of Common Stock, representing 17.4% of the outstanding Common Stock.
Pursuant to Rule 13d-4, each of the Shareholders disclaims beneficial
ownership of any shares of Common Stock other than his or its own, except
that Stephen O. Evans does not disclaim beneficial ownership of the Common
Stock which would be held by Evans LLC upon conversion of its Units and
Stephen O. Evans and F. Keith Withycombe do not disclaim beneficial ownership
of the Common Stock which would be held by EWILP upon conversion of its Units.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Stephen O. Evans, F. Keith Withycombe, EWILP and Evans LLC have
entered into the Voting Agreement which is described above in Item 4 of this
Schedule 13D and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 -- Voting Agreement dated August 27, 1997, among Equity
Residential Properties Trust, Stephen O. Evans, F. Keith Withycombe, EW
Investments Limited Partnership and The Evans Family Limited Liability Company
Exhibit 2 -- Schedule 13D Joint Filing Agreement dated September
5, 1997, among Stephen O. Evans, F. Keith Withycombe, EW Investments Limited
Partnership and The Evans Family Limited Liability Company
Exhibit 3 -- Agreement and Plan of Merger dated August 27, 1997,
between Equity Residential Properties Trust and Evans Withycombe Residential,
Inc. (incorporated by reference to the Current Report on Form 8-K of Evans
Withycombe Residential, Inc. filed August 29, 1997)
Page 10 of 11
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: September 5, 1997 STEPHEN O. EVANS
/s/ Stephen O. Evans
---------------------------------------
Date: September 5, 1997 F. KEITH WITHYCOMBE
/s/ F. Keith Withycombe
---------------------------------------
Date: September 5, 1997 EW INVESTMENTS LIMITED PARTNERSHIP
By: EW Investments, Inc., its general
partner
By: /s/ Stephen O. Evans
------------------------------------
Name: Stephen O. Evans
Title: Chairman
Date: September 5, 1997 THE EVANS FAMILY LIMITED LIABILITY
COMPANY
By: /s/ Stephen O. Evans
------------------------------------
Name: Stephen O. Evans
Title: Manager
Page 11 of 11
<PAGE>
EXHIBIT 1
August 27, 1997
Equity Residential Properties Trust
Two North Riverside Plaza
Chicago, Illinois 60606
Gentlemen:
The undersigned are the owners of shares of common stock of Evans
Withycombe Residential, Inc., a Maryland corporation ("Evans Withycombe"),
and/or units of limited partnership in Evans Withycombe Residential L.P., a
Delaware limited partnership ("Evans Withycombe L.P."), and are providing
this letter agreement in order to induce you to enter into that certain
Agreement and Plan of Merger of even date herewith by and between Equity
Residential Properties Trust ("EQR") and Evans Withycombe (the "Merger
Agreement"). Terms not otherwise defined herein shall have the respective
meanings set forth in the Merger Agreement.
Each of the undersigned hereby agrees that:
1. He will vote all the shares of common stock of Evans Withycombe
("Evans Withycombe Common Shares") owned by him, of record or beneficially,
in favor of the Merger Agreement and Articles of Merger at any meeting of the
shareholders of Evans Withycombe to consider the same.
2. He will vote all the units of limited partnership in Evans
Withycombe L.P. ("Evans Withycombe Units") in favor of the matters described
in the definition of Evans Withycombe Partner Approvals in the Merger
Agreement.
3. He will contribute all Evans Withycombe Units owned by him to ERP
Operating Limited Partnership (the "Contribution") pursuant to the Unit
Contribution Agreement of even date herewith.
4. He will not directly or indirectly encourage, solicit or initiate
discussions or negotiations with any person or entity other than EQR
regarding any Acquisition Proposal.
5. He will cooperate with you and use his best efforts to cause the
conditions to the Merger to be satisfied.
<PAGE>
Notwithstanding the foregoing, the undersigned shall be relieved
of their obligations under this letter agreement if and only to the same
extent Evans Withycombe is relieved from its obligations under Section 4.1 of
the Merger Agreement.
Notwithstanding the foregoing, this letter agreement shall terminate and
the undersigned shall be relieved of their obligations hereunder if either
(a) the Merger Agreement is terminated pursuant to Section 7.1 thereof (other
than as a result of the breach by any of the undersigned of their covenants
hereunder), or (b) subsequent to the adoption of the Merger Agreement by the
shareholders of Evans Withycombe, the Merger Agreement is amended to alter or
change the amount or kind of shares, securities and/or cash to be received in
exchange for Evans Withycombe Common Shares or options to purchase the same,
or any of the terms and conditions of the Merger Agreement are altered or
changed in a manner which would adversely affect the present treatment of
undersigned as shareholders and holders of options to purchase Evans
Withycombe Common Shares or holders of Evans Withycombe Units.
This letter may be executed in one or more counterparts, each of which
shall be deemed an original and all of which shall constitute one and the
same instrument, but only one of which need be produced. References in this
letter to the masculine shall include the neuter.
Very truly yours,
/s/ STEPHEN O. EVANS
----------------------------------
Stephen O. Evans
/s/ F. KEITH WITHYCOMBE
----------------------------------
F. Keith Withycombe
EW INVESTMENTS LIMITED
PARTNERSHIP
By: /s/ STEPHEN O. EVANS
----------------------------------
Its General Partner
THE EVANS FAMILY LIMITED
LIABILITY COMPANY
By: /s/ STEPHEN O. EVANS
----------------------------------
Its Manager
2
<PAGE>
EXHIBIT 2
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the shares of Common Stock of Evans Withycombe Residential, Inc.,
dated September 8, 1997, and any further amendments thereto signed by each of
the undersigned shall be filed on behalf of each of them pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Date: September 5, 1997 STEPHEN O. EVANS
/s/ Stephen O. Evans
----------------------------------
Date: September 5, 1997 F. KEITH WITHYCOMBE
/s/ F. Keith Withycombe
----------------------------------
Date: September 5, 1997 EW INVESTMENTS LIMITED PARTNERSHIP
By: EW Investments, Inc.,
its general partner
By: /s/ Stephen O. Evans
-------------------------
Name: Stephen O. Evans
Title: Chairman
Date: September 5, 1997 THE EVANS FAMILY LIMITED LIABILITY
COMPANY
By: /s/ Stephen O. Evans
-------------------------
Name: Stephen O. Evans
Title: Manager
