AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 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): September 22, 1998
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
MARYLAND 0-24920 36-3894853
(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 27, 1997, Evans Withycombe Residential, L.P., a Delaware
limited partnership ("EWRLP") and ERP Operating Limited Partnership, an
Illinois limited partnership ("ERP") entered into that certain Asset
Contribution Agreement dated August 27, 1997. On September 22, 1998 EWRLP
contributed, effective as of June 30, 1998, all of its assets, subject to
certain specified exceptions as provided in the Asset Contribution
Agreement, to ERP in exchange for 6,216,949 ERP Units and the assumption by
ERP of the liabilities of EWRLP other than the liabilities of EWRLP related
to the assets retained by EWRLP. EWRLP transferred the 6,216,949 ERP Units
received by it to seven EWRLP limited partners in full redemption of their
interests in EWRLP and to ERP and EQR in partial redemption of their
interest in EWRLP. The ERP Units transferred to ERP were cancelled.
Thereafter, on September 22, 1998, Equity Residential Properties Trust, a
Maryland real estate investment trust ("EQR") contributed, effective as of
June 30, 1998, 5,155,985 of the remaining 5,155,990 EWRLP Units it owned to
ERP, including its interest as a general partner of EWRLP, in exchange for
5,155,985 ERP Units. As a result of the foregoing transfers, ERP owns
99.99% of the outstanding EWRLP Units.
ITEM 7. FINANCIAL INFORMATION, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Not applicable as financial statements have been previously
reported.
(B) PRO FORMA FINANCIAL INFORMATION
Not applicable as the pro forma financial statements have been
previously reported.
(C) EXHIBITS
2.1 Asset Contribution Agreement, dated August 27, 1997, by and
between ERP Operating Limited Partnership and Evans Withycombe
Residential, L.P. (incorporated by reference to Appendix A of
ERP's Consent Solicitation/Prospectus/Information Statement dated
November 24, 1997 relating to the consent solicitation of EWRLP's
limited partners and the information statement furnished to ERP's
limited partners which was part of ERP's registration statement
on Form S-4 (SEC File No. 333-36053)).
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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/ BRUCE C. STROHM
Name: BRUCE C. STROHM
Its:EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
Dated: September 22, 1998
