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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
Illinois 36-3894853
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
7.57% Notes due August 15, 2026 The New York Stock Exchange, Inc.
(Title of Class) (Name of each exchange on which each
Class is to be Registered)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
(a) Regulation S-K Item 202(a)
Not applicable.
(b) Regulation S-K Item 202(b)
"Description of Debt Securities," pp. 5 through 16, inclusive, of the
final Prospectus, dated August 8, 1996, and "Description of the
Notes," pp. S-10 through S-13, inclusive, of the final Prospectus
Supplement of the Registrant, dated August 8, 1996, each as filed on
August 9, 1996 with the Securities and Exchange Commission, File No.
33-84892, pursuant to Rule 424(b)(2), are hereby incorporated herein
by reference. The Registrant has filed an application for listing of
the Notes of the Registrant to which this Form 8-A applies on the New
York Stock Exchange ("NYSE").
(c) Regulation S-K Item 202(c)-(d)
Not applicable.
(d) Regulation S-K Item 202(e).
Prior to the filing of this Form 8-A and concurrent application for
listing of the Notes on the NYSE, there has been no established public
trading market for the Notes.
(e) Regulation S-K Item 202(f)
Not applicable.
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Item 2. Exhibits.
Exhibit
Number Description of Exhibit
- ------ ----------------------
1.1 Form S-3 Registration Statement of the Registrant, declared effective
on December 13, 1994 by the Securities and Exchange Commission, File
No. 33-84892, is hereby incorporated herein by reference.
3.1 Form of Fourth Amended and Restated ERP Operating Limited Partnership
Agreement of Limited Partnership (filed as Exhibit 10.1 to the
Quarterly Report on Form 10-Q of the Registrant for the three- and
nine-month periods ended September 30, 1995 filed with the Securities
and Exchange Commission, and hereby incorporated herein by reference).
4.1 Indenture dated as of October 1, 1994 between the Registrant and The
First National Bank of Chicago, as Trustee (filed as Exhibit 4(a) to
the Form S-3 (SEC File No. 33-84892) of the Registrant filed with the
Securities and Exchange Commission, and hereby incorporated herein by
reference).
4.2 Form of Specimen Certificate representing the 7.57% Notes due
August 15, 2026.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: August 12, 1997
ERP OPERATING LIMITED PARTNERSHIP
(Registrant)
By: Equity Residential Properties Trust, its
Managing General Partner
By: /s/ David J. Neithercut
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David J. Neithercut
Executive Vice President and Chief
Financial Officer
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EXHIBIT 4.2
Form of Specimen Certificate
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[Form of Specimen Certificate]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER
NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE
OF SUCH SUCCESSOR.
REGISTERED REGISTERED
NO. 001 Principal Amount
CUSIP No. 26884A AD 5 $150,000,000
ERP OPERATING LIMITED PARTNERSHIP
7.57% Notes due August 15, 2026
ERP Operating Limited Partnership, an Illinois limited partnership (the
"Issuer," which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of One Hundred Fifty Million Dollars on
August 15, 2026 (the "Maturity Date"), and to pay interest thereon from August
13, 1996 (or from the most recent Interest Payment Date to which interest has
been paid or duly provided for), semiannually on February 15 and August 15 of
each year (each, an "Interest Payment Date"), commencing on February 15, 1997,
and on the Maturity Date, at the rate of 7.57% per annum, until payment of said
principal sum has been made or duly provided for.
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The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date will be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on the "Record Date" for such payment, which will be the
February 1 or August 1 (regardless of whether such day is a Business Day (as
defined below)) next preceding such payment date or the Maturity Date, as the
case may be. Any interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Record Date, and shall be
paid to the Holder in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a subsequent record date for the payment
of such defaulted interest (which shall be not less than five Business Days (as
defined below) prior to the date of the payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders
of the Notes not less than 15 days preceding such subsequent record date.
Interest on this Note will be computed on the basis of a 360-day year of twelve
30-day months.
The principal of this Note payable on the Maturity Date will be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer, or exchange and where
notices or demands to or upon the Issuer in respect of the Notes or the
Indenture referred to on the reverse hereof may be served.
Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, will be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including August 13, 1996, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any Interest Payment Date other than the Maturity Date would
otherwise be a day that is not a Business Day (as defined below), such Interest
Payment Date will be postponed to the next succeeding Business Day. If the
Maturity Date falls on a day that is not a Business Day, principal and interest
payable on the Maturity Date will be paid on the next succeeding Business Day
with the same force and effect as if it were paid on the date such payment was
due, and no interest will accrue on the amount so payable for the period from
and after the Maturity Date. "Business Day" means any day, other than a
Saturday or a Sunday, on which banking institutions in The City of New York are
open for business.
Payments of principal and interest in respect of this Note will be made by
wire transfer of immediately available funds in such coin or currency as at the
time of payment is legal tender for the payment of public and private debts.
2
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Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be entitled to the benefits of the Indenture referred
to on the reverse hereof or be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under such Indenture.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its duly authorized officers.
Dated: August 13, 1996
ERP OPERATING LIMITED PARTNERSHIP,
as Issuer
By: EQUITY RESIDENTIAL PROPERTIES TRUST,
not individually but as General Partner
By:
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Douglas Crocker II
Its: President and Chief Executive Officer
and By:
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David J. Neithercut
Its: Senior Vice President and Chief
Financial Officer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO
By:
----------------------------------------
Authorized Officer
3
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[REVERSE OF NOTE]
ERP OPERATING LIMITED PARTNERSHIP
7.57% Notes due August 15, 2026
This security is one of a duly authorized issue of debentures, notes,
bonds, or other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to (i) an Indenture dated as of October 1, 1994 (herein
called the "Indenture"), duly executed and delivered by the Issuer to The First
National Bank of Chicago, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture with respect to the series of
Securities of which this Note is a part), (ii) and an Officers' Certificate
dated the date hereof (the "Officers' Certificate"), duly executed by authorized
officers of the Issuer, pursuant to Section 301 of the Indenture to which
Officers' Certificate and Indenture and all Indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties, and immunities thereunder of the Trustee, the Issuer, and
the Holders of the Securities, and of the terms upon which the Securities are,
and are to be, authenticated and delivered. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), and
may otherwise vary as provided in the Indenture. This security is one of a
series designated as the 7.57% Notes due August 15, 2026 of the Issuer, limited
in aggregate principal amount to $150,000,000.
In case an Event of Default with respect to the 7.57% Notes due August 15,
2026 shall have occurred and be continuing, the principal hereof and Make-Whole
Amount (if any) may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect, and subject to the conditions provided
in the Indenture.
The Issuer shall be obligated to redeem this Note, or any portion of the
principal hereof that is an integral multiple of $1,000, at the option of the
Holder, on August 15, 2006 (the "Redemption Date") at a Redemption Price equal
to 100% of the principal hereof to be redeemed, plus interest accrued to the
Redemption Date. To exercise such option, the Holder shall deliver or cause to
be delivered to the Issuer, and the Issuer shall receive at its office or agency
in the Borough of Manhattan, The City of New York, during the period beginning
June 16, 2006 and ending at 5:00 p.m. (New York City time) on July 16, 2006 (or,
if July 16, 2006 is not a Business Day, on the next succeeding Business Day),
this Note with the form entitled "Option to Require Redemption on August 15,
2006" on the reverse side hereof duly completed. Any such exercise of such
option shall be irrevocable. All
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questions as to the validity, form, eligibility (including time of receipt)
and acceptance of this Note for redemption will be determined by the Issuer,
whose determination shall be final and binding.
The Issuer may redeem the Securities, at any time after the Redemption
Date, in whole or in part, at the election of the Issuer, at a redemption price
equal to the sum of (i) the principal amount of the Securities being redeemed
plus accrued interest thereon to the Redemption Date and (ii) the Make-Whole
Amount (as defined in the Officer's Certificate), if any, with respect to such
Securities (the "Redemption Price"). Notice of any optional redemption of any
Securities will be given to Holders at their addresses, as shown in the Security
Register, not more than 60 nor less than 30 days prior to the date fixed for
redemption. The notice of redemption will specify, among other items, the
Redemption Price and the principal amount of the Securities held by such Holder
to be redeemed.
The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental Indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental Indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
Indenture shall, without the consent of the Holder of each Security so affected,
(i) change the final maturity of any Security, or reduce the principal amount
thereof or any premium thereon, or reduce the rate or extend the time of payment
of any interest thereon, or impair or affect the rights of any Holder to
institute suit for the payment on any Security, or (ii) reduce the aforesaid
percentage of Securities, the Holders of which are required to consent to any
such supplemental Indenture, or (iii) reduce the percentage of Securities, the
Holders of which are required to consent to any waiver of compliance with
certain provisions of the Indenture or any waiver of certain defaults
thereunder. It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Securities of any series, the
Holders of a majority in aggregate principal amount outstanding of the
Securities of such series (or, in the case of certain defaults or Events of
Default, all series of Securities) may on behalf of the Holders of all the
Securities of such series (or all of the Securities, as the case may be) waive
any such past default or Event of Default and its consequences, prior to any
declaration accelerating the maturity of such Securities, or, subject to certain
conditions, may rescind a declaration of acceleration and its consequences with
respect to such Securities. Any such consent or waiver by the Holder of this
security (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this security
and any securities that may be issued in exchange or substitution herefor,
irrespective of whether or not any notation thereof is made upon this security
or such other securities.
2
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No reference herein to the Indenture and no provision of this security or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any Make-Whole Amount
and interest on this security in the manner, at the respective times, at the
rate and in the coin or currency herein prescribed.
This security is issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. Securities may be
exchanged for a like aggregate principal amount of securities of this series of
other authorized denominations at the office or agency of the Issuer in The
Borough of Manhattan, The City of New York, in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge except for any tax or other governmental charge imposed in connection
therewith.
Upon due presentment for registration of transfer of Securities at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, a new Security or Securities of the same series of authorized
denominations in an equal aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.
The Issuer, the Trustee, and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this security is registered
as the absolute owner of this security (whether or not this security shall be
overdue and notwithstanding any notation of ownership or other writing hereon),
for the purpose of receiving payment of, or on account of, the principal hereof
and Make-Whole Amount, if any, and, subject to the provisions on the face
hereof, interest hereon, and for all other purposes, and neither the Issuer nor
the Trustee nor any authorized agent of the Issuer or the Trustee shall be
affected by any notice to the contrary.
The Indenture and each Security shall be deemed to be a contract under the
laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of such state, except as may otherwise be required by
mandatory provisions of law.
Terms used herein that are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
3
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Option to Require Redemption on August 15, 2006
The undersigned Holder of this Note hereby irrevocably exercises the
option to require the Issuer to redeem ( ) all ( ) $ ($1,000 or an
integral multiple thereof) of the principal amount hereof on August 15, 2006,
and directs the Issuer to make payment of the Redemption Price, and to issue and
deliver a new Note or Notes equal in aggregate principal amount to the
unredeemed principal amount hereof, if any, to such Holder at such Holder's
address as it appears in the Security Register, unless a different name and/or
address has been specified below.
Dated:
-------------------- ---------------------------------------------------
Signature
Payment of the Redemption Issue new Notes in the principal amounts (each
Price and delivery of new $1,000 or an integral multiple thereof) specified
Notes, if any (if other below. (If no contrary specification is made, a
than to the registered single new Note equal in principal amount to the
Holder at the address unredeemed portion of this Note will be issued.)
appearing in the Security
Register), are to be made
as follows:
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Name
Address: Number Principal Amount
- --------------------------- ------ -------------------------------------------
- --------------------------- ------ -------------------------------------------
- --------------------------- ------ -------------------------------------------
- --------------------------- ------ -------------------------------------------
Social Security or other
identifying number of ------ -------------------------------------------
owner of new Note
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4
