AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1998.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 22, 1998
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
ILLINOIS 0-24920 36-3894853
(State or other (Commission File Number) (IRS Employer Identification
Jurisdiction of No.)
Incorporation)
TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (312) 474-1300
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 19, 1998, Equity Residential Properties Trust, a Maryland
real estate investment trust ("EQR"), the general partner of ERP Operating
Limited Partnership, an Illinois limited partnership ("ERP"), acquired
Merry Land & Investment Company, Inc.'s, a Georgia corporation ("Merry
Land"), multifamily property business through a series of transactions.
Merry Land formed Merry Land Merger Subsidiary, Inc., a Maryland
corporation (the "Merger Sub"), and in turn Merger Sub formed Merry Land
LLC, a Georgia limited liability company ("Merry Land LLC"). Merry Land
merged with and into Merry Land LLC, and in the merger shareholders of
Merry Land received shares of common stock of Merger Sub on a one for one
basis. Thereafter, Merger Sub merged with and into EQR. By virtue the
merger transactions, Merry Land LLC became a subsidiary of EQR.
On October 22, 1998, EQR contributed its membership interests in Merry
Land LLC to ERP in exchange for units of limited partnership interest in
ERP (the "Contribution"). In consideration for the Contribution, ERP
agreed to guarantee Merry Land LLC's unsecured debt. As a result of the
Contribution and related transactions, ERP and its affiliates acquired 118
apartment properties heretofore owned by Merry Land and its affiliates.
ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Incorporated herein by reference to ERP's Form 8-K dated July 23,
1998, as filed July 23, 1998.
(B) PRO FORMA FINANCIAL INFORMATION
Incorporated herein by reference to ERP's Form 8-K/A dated July
23, 1998, as filed August 18, 1998.
(C) EXHIBITS
Agreement and Plan of Merger, dated July 8, 1998, by and between
Equity Residential Properties Trust and Merry Land & Investment
Company, Inc., as amended by the First Amendment to Agreement and
Plan of Merger, dated September 4, 1998 (incorporated by
reference to Appendix A of EQR's Proxy Statement dated September
14, 1998 relating to Special Meeting of Shareholders of EQR held
on October 15, 1998 which was part of EQR's registration
statement on Form S-4/A (SEC No. 333-61449)).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ERP OPERATING LIMITED PARTNERSHIP
By: EQUITY RESIDENTIAL PROPERTIES
TRUST, its General Partner
By:/S/ YASMINA RAHAL
Yasmina Rahal, Vice President
Dated: October 30, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
2.1 Agreement and Plan of Merger, dated July 8, 1998, by and between
Equity Residential Properties Trust and Merry Land & Investment
Company, Inc., as amended by the First Amendment to Agreement and
Plan of Merger, dated September 4, 1998 (incorporated by
reference to Appendix A of EQR's Proxy Statement dated September
14, 1998 relating to Special Meeting of Shareholders of EQR held
on October 15, 1998 which was part of EQR's registration
statement on Form S-4/A (SEC No. 333-61449)).
