-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DS3XtfVTN1ZVRyQrmS8VfH/oV/EliMzfn0SDx+V/F5IJ3qMAvuhVosXxFy5aBNVh ROdJlND43XfcW+7J5AVGEQ== 0000906387-97-000033.txt : 19970228 0000906387-97-000033.hdr.sgml : 19970228 ACCESSION NUMBER: 0000906387-97-000033 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970227 SROS: NYSE GROUP MEMBERS: ARBORS HOLDINGS, INC. GROUP MEMBERS: FAITH HOLDINGS, INC. GROUP MEMBERS: ROBERT A. FAITH GROUP MEMBERS: STARWOOD MORTGAGE INVESTORS III, INC. GROUP MEMBERS: STERNLICHT BARRY S GROUP MEMBERS: STERNLICHT HOLDINGS III, INC. GROUP MEMBERS: STERNLICHT HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST CENTRAL INDEX KEY: 0000906107 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363877868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42693 FILM NUMBER: 97544750 BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLZ STREET 2: STE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124741300 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STERNLICHT BARRY S CENTRAL INDEX KEY: 0001034657 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: THREE PICKWICK PLZ STREET 2: SUITE 250 CITY: GREENWICH STATE: CT ZIP: 06830 MAIL ADDRESS: STREET 1: THREE PICKWICK PLZ STREET 2: SUITE 250 CITY: GREENWICH STATE: CT ZIP: 06830 SC 13G/A 1 OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response . . .14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 29549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) EQUITY RESIDENTIAL PROPERTIES TRUST (Name of Issuer) COMMON SHARES OF BENEFICIAL INTEREST, $.01 par value (Title of Class of Securities) 29476L107 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (see Rule 13d-7). *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). SCHEDULE 13G CUSIP No. 29476L107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sternlicht Holdings III, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 116,611 6 SHARED VOTING POWER - -0- 7 SOLE DISPOSITIVE POWER 116,611 8 SHARED DISPOSITIVE POWER - -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 116,611 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 29476L107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arbors Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 364,208 6 SHARED VOTING POWER - -0- 7 SOLE DISPOSITIVE POWER 364,208 8 SHARED DISPOSITIVE POWER - -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 364,208 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 29476L107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Faith Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER - -0- 6 SHARED VOTING POWER 385,569 7 SOLE DISPOSITIVE POWER - -0- 8 SHARED DISPOSITIVE POWER 385,569 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 385,569 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 29476L107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sternlicht Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER - -0- 6 SHARED VOTING POWER 385,569 7 SOLE DISPOSITIVE POWER - -0- 8 SHARED DISPOSITIVE POWER 385,569 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 385,569 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 29476L107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Starwood Mortgage Investors III, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 1,531,999 6 SHARED VOTING POWER - -0- 7 SOLE DISPOSITIVE POWER 1,531,999 8 SHARED DISPOSITIVE POWER - -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,531,999 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 29476L107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barry S. Sternlicht 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 15,000 6 SHARED VOTING POWER 2,398,387 7 SOLE DISPOSITIVE POWER 15,000 8 SHARED DISPOSITIVE POWER 2,398,387 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,413,387 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7% 12 TYPE OF REPORTING PERSON* IN SCHEDULE 13G CUSIP No. 29476L107 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert A. Faith 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER - -0- 6 SHARED VOTING POWER 2,398,387 7 SOLE DISPOSITIVE POWER - -0- 8 SHARED DISPOSITIVE POWER 2,398,387 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,398,387 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.7% 12 TYPE OF REPORTING PERSON* IN Item 1(a) Name of Issuer: Equity Residential Properties Trust Item 1(b) Address of Issuer's Principal Executive Offices: Two North Riverside Plaza Chicago, Illinois 60606 Item 2(a) Name of Person Filing: Sternlicht Holdings III, Inc. Arbors Holdings, Inc. Faith Holdings, Inc. Sternlicht Holdings, Inc. Starwood Mortgage Investors III, Inc. Barry S. Sternlicht Robert A. Faith Item 2(b) Address of Principal Business Office: Sternlicht Holdings III, Inc. Three Pickwick Plaza, Suite 250 Greenwich, Connecticut 06830 Arbors Holdings, Inc. Three Pickwick Plaza, Suite 250 Greenwich, Connecticut 06830 Sternlicht Holdings, Inc. Three Pickwick Plaza, Suite 250 Greenwich, Connecticut 06830 Starwood Mortgage Investors III, Inc. Three Pickwick Plaza, Suite 250 Greenwich, Connecticut 06830 Faith Holdings, Inc. c/o Graystar Capital Partners, L.P. Two Riverway Suite 850 Houston, Texas 77056 Barry S. Sternlicht Three Pickwick Plaza, Suite 250 Greenwich, Connecticut 06830 Robert A. Faith c/o Graystar Capital Partners, L.P. Two Riverway Suite 850 Houston, Texas 77056 Item 2(c) Citizenship: Barry S. Sternlicht: U.S.A. Robert A. Faith: U.S.A. Sternlicht Holdings III, Inc.: Delaware Arbors Holdings, Inc.: Delaware Sternlicht Holdings, Inc.: Delaware Starwood Mortgage Investors III, Inc.: Delaware Faith Holdings, Inc.: Delaware Item 2(d) Title of Class of Securities: Common Shares of Beneficial Interest, $.01 par value Item 2(e) CUSIP Number 29476L107 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) Item 4. Ownership: The reporting persons listed herein collectively, as a group, control or share control of the power to vote and dispose of 2,413,387 Common Shares (assuming exchange of 2,398,387 units ("OP Units") of ERP Operating Partnership) because each controls or shares control of the power to vote and dispose of the Common Shares owned by the following four limited partnerships and one corporation (collectively, the "Starwood Original Owners"): Sofistar I, Limited Partnership General Partner: Starwood Mortgage Investors III, Inc. Breton/Hammocks Limited Partnership General Partner: BSS Acquisition Partners I, L.P., the general partner of which is Sternlicht Holdings III, Inc. SCP Nashville Partners Limited Partnership General Partner: Arbors Holdings, Inc. Starwood Opportunity Fund I, L.P. General Partner: Starwood Capital Partners, L.P., the general partner of which is BB Capital Partners, L.P., the general partners of which are Sternlicht Holdings, Inc. and Faith Holdings, Inc. Starwood Opportunity Fund IA, L.P. General Partner: Starwood Capital Partners, L.P., the general partner of which is BB Capital Partners, L.P., the general partners of which are Sternlicht Holdings, Inc. and Faith Holdings, Inc. Starwood Mortgage Investors III, Inc. The general partners (and their general partners, as the case may be) of each limited partnership listed above control the power to vote and dispose of the Common Shares held by each limited partnership. Each of Messrs. Sternlicht and Faith control or share control of each of the Starwood Original Owners because such individuals control or share control of the corporation and the general partners of each limited partnership. Such corporation and general partners of the Starwood Original Owners are therefore listed as reporting persons herein. Because Messrs. Sternlicht and Faith ultimately control or share control of the Common Shares held by the Starwood Original Owners, the beneficial ownership described below shows both (i) the beneficial ownership of Messrs. Sternlicht and Faith, which aggregates the Common Shares held by the Starwood Original Owners and (ii) the beneficial ownership of the corporation and the general partners of the Starwood Original Owners. (a) Amount Beneficially Owned: Barry S. Sternlicht: 2,413,387 (1)(3) Robert A. Faith: 2,398,387 (1) Sternlicht Holdings III, Inc.: 116,611 Arbors Holdings, Inc.: 364,208 Sternlicht Holdings, Inc.: 385,569 Faith Holdings, Inc.: 385,569 Starwood Mortgage Investors III, Inc.: 1,531,999 (b) Percent of Class: Barry S. Sternlicht: 4.7% (1)(2) Robert A. Faith: 4.7% (1)(2) Sternlicht Holdings III, Inc.: 0.2% (2) Arbors Holdings, Inc.: 0.7% (2) Sternlicht Holdings, Inc.: 0.8% (2) Faith Holdings, Inc.: 0.8% (2) Starwood Mortgage Investors III, Inc.: 3.0% (2) (c) Number of shares as to which person has: (i) sole power to vote or to direct the vote: Barry S. Sternlicht: 15,000 (3) Robert A. Faith: 0 Sternlicht Holdings III, Inc.: 116,611 Arbors Holdings, Inc.: 364,208 Sternlicht Holdings, Inc.: 0 Faith Holdings, Inc.: 0 Starwood Mortgage Investors III, Inc.: 1,531,999 (ii) shared power to vote or to direct the vote: Barry S. Sternlicht: 2,398,387 (1) Robert A. Faith: 2,398,387 (1) Sternlicht Holdings III, Inc.: 0 Arbors Holdings, Inc.: 0 Sternlicht Holdings, Inc.: 385,569 Faith Holdings, Inc.: 385,569 Starwood Mortgage Investors III, Inc.: 0 (iii) sole power to dispose or to direct the disposition of: Barry S. Sternlicht: 15,000 (3) Robert A. Faith: 0 Sternlicht Holdings III, Inc.: 116,611 Arbors Holdings, Inc.: 364,208 Sternlicht Holdings, Inc.: 0 Faith Holdings, Inc.: 0 Starwood Mortgage Investors III, Inc.: 1,531,999 (iv) shared power to dispose or to direct the disposition of: Barry S. Sternlicht: 2,398,387 (1) Robert A. Faith: 2,398,387 (1) Sternlicht Holdings III, Inc.: 0 Arbors Holdings, Inc.: 0 Sternlicht Holdings, Inc.: 385,569 Faith Holdings, Inc.: 385,569 Starwood Mortgage Investors III, Inc.: 0 ________________ (1) Each of Messrs. Sternlicht and Faith may be deemed to be the beneficial owner of 2,398,387 Common Shares (assuming exchange of 2,398,387 OP Units) because each controls or shares control of the power to vote and dispose of the Common Shares owned by the Starwood Original Owners. Messrs. Sternlicht and Faith control or share control of the Starwood Original Owners by their ownership and control of the corporation and the general partners (and their respective general partners, as the case may be) of each limited partnership included in the Starwood Original Owners. However, Messrs. Sternlicht and Faith disclaim ownership of 2,099,706 Common Shares and 2,124,377 Common Shares, respectively (assuming exchange of 2,099,706 OP Units and 2,124,377 OP Units, respectively), because the economic benefits with respect to such Common Shares are attributable to other partners in the Starwood Original Owners. (2) Assumes exchange of all 2,398,387 OP Units held by the Starwood Original Owners into Common Shares. (3) Mr. Sternlicht owns a total of 20,000 options for Common Shares, of which 15,000 options are currently exercisable for 15,000 Common Shares. Item 5. Ownership of Five Percent or less of a Class: If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ X ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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: February 14, 1997 Sternlicht Holdings, Inc., a Delaware corporation By: /s/ Madison Grose ________________________ Name: Madison Grose Title: Vice President 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: February 14, 1997 Sternlicht Holdings III, Inc., a Delaware corporation By: /s/ Madison Grose ________________________ Name: Madison Grose Its: Vice President 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: February 14, 1997 Arbors Holdings, Inc., a Delaware corporation By: /s/ Madison Grose ________________________ Name: Madison Grose Title: Vice President 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: February 14, 1997 Faith Holdings, Inc., a Delaware corporation By: /s/ Robert A. Faith ________________________ Name: Robert A. Faith Its: President 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: February 14, 1997 Starwood Mortgage Investors III, Inc., a Delaware corporation By: /s/ Madison Grose Name: Madison Grose Its: Executive Vice President 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: February 14, 1997 /s/ Barry S. Sternlicht ________________________ Barry S. Sternlicht 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: February 14, 1997 /s/ Robert A Faith ________________________ Robert A. Faith -----END PRIVACY-ENHANCED MESSAGE-----