-----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, K47A9skt+OLiK0+SSHlWqIQ2N+7v8xwqc1Vtza5VNsV0DOs5vAeXDqV0ww5PNn4B cxQuuXFsvlf0l+axC/qfbA== 0000950131-97-001929.txt : 19970320 0000950131-97-001929.hdr.sgml : 19970320 ACCESSION NUMBER: 0000950131-97-001929 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970319 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970319 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12252 FILM NUMBER: 97559505 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 8-K 1 FORM 8-K FOR EQUITY RESIDENTIAL PROPERTIES TRUST As filed with the Securities and Exchange Commission on March 19, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): March 19, 1997 (March 13, 1997) EQUITY RESIDENTIAL PROPERTIES TRUST (Exact Name of Registrant as Specified in Charter) Maryland 1-12252 36-3877868 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) Two North Riverside Plaza, Suite 400 Chicago, Illinois 60606 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 474-1300 Not applicable (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits
Exhibit Number Exhibit ------- ------- 1 Form of Purchase Agreement dated March 13, 1997 which is being filed pursuant to Regulation S-K, Item 601(b)(1) as an exhibit to the Registrant's registration statement on Form S-3, file no. 333-12211, under the Securities Act of 1933, as amended, and which, as this Form 8-K filing is incorporated by reference in such registration statement, is set forth in full in such registration statement. 5 Opinion of Rosenberg & Liebentritt, P.C., with an opinion of Hogan & Hartson L.L.P. attached thereto as Exhibit A, which are being filed pursuant to Regulation 601(b)(5) as an exhibit to the Registrant's registration statement on Form S-3, file no. 333-12211, under the Securities Act of 1933, as amended, and which, as this Form 8-K filing is incorporated by reference in such registration statement, are set forth in full in such registration statement.
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. EQUITY RESIDENTIAL PROPERTIES TRUST Date: March 19, 1997 By: /s/ Bruce C. Strohm _______________________________________ Bruce C. Strohm, Secretary, Executive Vice President and General Counsel 2 EX-1 2 PURCHASE AGREEMENT PURCHASE AGREEMENT This Purchase Agreement (the "Agreement") is made as of March 13, 1997, by and between EQUITY RESIDENTIAL PROPERTIES TRUST (the "Company") and ________ ____________________________________________________________ (the "Purchaser"). SECTION I. Authorization and Sale of Shares -------------------------------- 1.1. Authorization of Sale of the Shares. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of ________ common shares of beneficial interest, $.01 par value per share ("Shares"), to the Purchaser. 1.2. Sale of Shares. At the Closing (as defined in Section 2), the Company will issue and sell to the Purchaser, and Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, ______ Shares at a price of $46.00 per Share for an aggregate purchase price of $____________. SECTION II. Closing Date; Delivery ---------------------- 2.1. Closing Date. The closing (the "Closing") of the purchase and sale of the Shares hereunder shall occur at the offices of Rosenberg & Liebentritt, P.C., Chicago, Illinois on Wednesday, March 19, 1997, or at such other time and place as the parties hereto may agree (the "Closing Date"). 2.2. Delivery. At the Closing, the Company will deliver, via the facilities of The Depository Trust Company, certificates representing the Shares registered in the Purchaser's name or in the name of Purchaser's nominee. Such delivery shall be against payment of the purchase price for the Shares determined pursuant to Section 1.2 above by wire transfer to a bank account of the Company specified to the Purchaser by the Company. SECTION III. Representations and Warranties of the Company --------------------------------------------- The Company represents and warrants to Purchaser as follows: (a) The Company has been duly organized and is validly existing as a real estate investment trust in good standing under the laws of Maryland with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Company's Registration Statement on Form S-3 (File No. 333-12211) relating to the sale of the Shares (as amended, the "Registration Statement"). (b) The Company has full power and authority to enter into this Agreement and to perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement on the part of the 1 Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable laws or equitable principles and except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors' rights generally or by general equitable principles; the performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not result in a breach or violation of any of the terms and provisions of, or constitute a default under the Declaration of Trust or By-laws of the Company, assuming that, following the issuance of the Shares to Purchaser, Purchaser will own less than the Ownership Limit (as defined in the Company's Declaration of Trust) or such limit regarding ownership of Common Shares by Purchaser that has been established by a resolution of the Board of Trustees in accordance with Article VII of the Company's Declaration of Trust. (c) The Common Shares to be purchased from the Company hereunder have been duly authorized for issuance and, when issued and delivered to the Purchaser by the Company against payment therefor in accordance with the terms of this Agreement, will be duly and validly issued and fully paid and non-assessable. (d) The Common Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are approved for listing, subject to notice of issuance on the New York Stock Exchange, Inc. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting the Common Shares from the New York Stock Exchange, Inc., nor has the Company received any notification that the Commission (as defined below) or the New York Stock Exchange, Inc. is contemplating terminating such registration or listing. (e) The Registration Statement has become effective and the Company has not received, and has no notice of, any order of the Securities and Exchange Commission (the "Commission") preventing or suspending the use of the Registration Statement or the Prospectus contained therein, or proceedings instituted for that purpose. SECTION IV. Representations and Warranties of the Purchasers ------------------------------------------------ This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as may be limited by applicable laws or equitable principles and except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors' rights generally or by general equitable principles. Purchaser is acquiring the Shares for investment and not with a view to distribution. SECTION V. Conditions to Closing of Purchaser ---------------------------------- The Purchaser's obligation to purchase the Shares at the Closing is subject to fulfillment or waiver as of the Closing Date of the following conditions: 2 (a) The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. (b) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed and complied with in all material respects. (c) The Purchaser shall have received a legal opinion of Rosenberg & Liebentritt in substantially the form of Exhibit A attached hereto. (d) The Registration Statement shall continue to be effective, and no stop order suspending the effectiveness thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened, by the Commission. SECTION VI. Conditions of Closing of Company -------------------------------- The Company's obligation to sell and issue the Shares at the Closing is subject to the fulfillment or waiver as of the Closing Date of the following conditions: (a) The representations made by Purchaser in Section 4 hereof shall be true and correct when made, and shall be true and correct on the Closing Date. (b) All actions, covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser on or prior to the Closing Date shall have been performed and complied with in all respects. (c) The Registration Statement shall continue to be effective, and no stop order suspending the effectiveness thereof shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company, threatened, by the Commission. SECTION VII. Miscellaneous ------------- 7.1. Waivers and Amendments. The terms of this Agreement may be waived or amended only with the written consent of the Company and Purchaser. 7.2. Governing Law. This Agreement shall be governed in all respects by the laws of Illinois without regard to the conflict of laws and rules thereof. 7.3. Successors and Assigns. This Agreement may not be assigned by Purchaser without the written consent of the Company. 3 7.4. Entire Agreement. This Agreement, which includes the Exhibits hereto, constitutes the full and entire understanding and agreement between the parties with regard to the subjects herein. 7.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 7.6. Further Assurances. Each party to this Agreement shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as the other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 7.7. Expenses. The Company and Purchaser shall bear its own expense incurred on its behalf with respect to this Agreement and the transactions contemplated herein, including fees of legal counsel. 7.8. Survivability. The respective representations and covenants of the parties hereto shall survive the Closing of the transactions contemplated hereby. 7.9. Limitation on Liability. The Company is an unincorporated real estate investment trust. No obligations of the Company hereunder are personally binding upon, nor shall any recourse be had personally to, or against the private property of, any of the trustees, shareholders, officers, employees or agents of the Company, but the Purchaser shall look solely to the property of the Company for satisfaction of any claim hereunder. * * * * * 4 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. EQUITY RESIDENTIAL PROPERTIES TRUST By: ____________________________________________ Name: _____________________________________ Title: _____________________________________ Address: Telecopy No.: ________________________________________________ ________________________________________________ By: ____________________________________________ Name: _____________________________________ Title: _____________________________________ Address: Telecopy No.: 5 EX-5 3 OPINION ROSENBERG & LIEBENTRITT/HOGAN & HARTSON [ROSENBERG & LIEBENTRITT LETTERHEAD] March 19, 1997 Board of Trustees Equity Residential Properties Trust Two North Riverside Plaza Suite 400 Chicago, Illinois 60606 Ladies and Gentlemen: We are acting as counsel to Equity Residential Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with its registration statement on Form S-3 (SEC File No. 333-12211) (the "Registration Statement") previously declared effective by the Securities and Exchange Commission relating to (a) the proposed public offering of up to $500,000,000 in aggregate amount of its common shares of beneficial interest, $.01 par value per share ("Common Shares") and one or more series of its (i) preferred shares of beneficial interest, $.01 par value per share (the "Preferred Shares") and (ii) depositary shares representing fractional interests in Preferred Shares (the "Depositary Shares" and, together with the Preferred Shares and Common Shares, the "Securities"), all of which Securities may be offered and sold by the Company from time to time as set forth in the prospectus which forms a part of the Registration Statement (the "Prospectus"), and as to be set forth in one or more supplements to the Prospectus (each, a "Prospectus Supplement"). This opinion letter is rendered in connection with the proposed public offering of an aggregate of 421,000 Common Shares (the "Shares") as described in a Prospectus Supplement dated March 19, 1997. This opinion letter is furnished to you at your request to enable the Company to continue to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S)229.601(b)(5), in connection with the Registration Statement. For purposes of this opinion letter, we have examined copies of the following documents: 1. An executed copy of the Registration Statement. 2. The Amended and Restated Declaration of Trust, as amended, of the Company (the "Declaration of Trust"), as certified by the Maryland State Department of Assessments and Taxation on March 11, 1997 and by the Secretary of the Company on the date hereof as then being complete, accurate and in effect. Board of Trustees Equity Residential Properties Trust March 19, 1997 Page 2 3. The Amended and Restated Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect. 4. Resolutions of the Board of Trustees of the Company adopted on September 8, 1995 and September 13, 1996 relating to the filing of the Registration Statement and related matters, and on February 24, 1997, and of the Pricing Committee of the Board of Trustees on March 13, 1997, relating to the offering of the Shares, as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect. 5. Executed copies of the Purchase Agreements dated March 13, 1997 between the Company and various purchasers (collectively, the "Purchase Agreements"). In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as certified, telecopied, photostatic, or reproduced copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing. We call your attention to the fact that our firm only requires lawyers to be qualified to practice law in the State of Illinois and, in rendering the foregoing opinions, we express no opinion with respect to any laws relevant to this opinion other than the laws and regulations identified herein. With respect to the opinions below that relate to the laws of the State of Maryland, with your consent, we rely solely on the opinion of Hogan & Hartson L.L.P., a copy of which is attached hereto as Exhibit A. Based upon, subject to and limited by the foregoing, we are of the opinion that, as of the date hereof, following issuance of the Shares pursuant to the terms of the Purchase Agreements and receipt by the Company of the consideration for the Shares specified in the resolutions of the Board of Trustees and the Pricing Committee thereof referred to above, the Shares will be validly issued, fully paid and nonassessable under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter has been prepared solely for your use in connection with the filing by the Company of a Current Report on Form 8-K on the date of this opinion letter, which Form 8-K will be incorporated by reference into the Registration Statement. This opinion letter should not be quoted in whole or in part or otherwise be referred to, nor filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm. Board of Trustees Equity Residential Properties Trust March 19, 1997 Page 3 We hereby consent (i) to be named in the Registration Statement, and in the Prospectus, as attorneys who will pass upon the legality of the Securities to be sold thereunder and (ii) to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Very truly yours, ROSENBERG & LIEBENTRITT, P.C. By: /s/ Ruth Pinkman Haring ----------------------------- Vice President EXHIBIT A March 19, 1997 Rosenberg & Liebentritt, P.C. Two North Riverside Plaza Suite 1515 Chicago, Illinois 60606 Ladies and Gentleman: We are acting as special Maryland counsel to Equity Residential Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with its registration statement on Form S-3 (No. 333-12211) (the "Registration Statement") previously declared effective by the Securities and Exchange Commission relating to the proposed public offering of securities of the Company that may be offered and sold by the Company from time to time as set forth in the prospectus which forms a part of the Registration Statement (the "Prospectus"), and as to be set forth in one or more supplements to the Prospectus (each, a "Prospectus Supplement"). This opinion letter is rendered in connection with the proposed public offering of 421,000 common shares of beneficial interest, $0.1 par value (the "Common Shares"), as described in a Prospectus Supplement dated March 13, 1997. This opinion letter is furnished to you at your request to enable the Company to continue to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with the Registration Statement. For purposes of this opinion letter, we have examined copies of the following documents: 1. An executed copy of the Registration Statement. 2. The Amended and Restated Declaration of Trust, as amended, of the Company (the "Declaration of Trust"), as certified by the Maryland State Department of Assessments and Taxation on Rosenberg & Liebentritt, P.C. March 19, 1997 Page 2 March 11, 1997 and the Secretary of the Company on the date hereof as then being complete, accurate and in effect. 3. The Amended and Restated Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect. 4. Resolutions of the Board of Trustees of the Company adopted on September 8, 1995, September 13, 1996, relating to the filing of the Registration Statement and related matters, and on February 24, 1997, and of the Pricing Committee of the Board of Trustees on March 13, 1997, relating to the offering of the Common Shares, as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect. 5. Executed copies of the Purchase Agreements dated March 13, 1997, between the Company and the Purchasers of the Common Shares (collectively, the "Purchase Agreements"). In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing. This opinion letter is based as to matters of law solely on Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the "Maryland REIT Statute"). We express no opinion herein as to any other laws, statutes, regulations, or ordinances. Rosenberg & Liebentritt, P.C. March 19, 1997 Page 3 Based upon, subject to and limited by the foregoing, we are of the opinion that following issuance of the Common Shares pursuant to the terms of the Purchase Agreements and receipt by the Company of the consideration for the Common Shares specified in the resolutions of the Board of Trustees and the Pricing Committee referred to above, the Common Shares will be validly issued, fully paid and nonassessable under the Maryland REIT Statute. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter has been prepared solely for your use in connection with the filing by the Company of a Current Report on Form 8-K on the date of this opinion letter, which Form 8-K will be incorporated by reference into the Registration Statement. This opinion letter should not be quoted in whole or in part or otherwise be referred to, nor filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm. We hereby consent to the reference to this firm under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Very truly yours, HOGAN & HARTSON L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----