-----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, UKtoBI/6b9upulduD0qyTpxLoKdq+se1VfOITGXb/lTTIqopG4WyuzDVJdylgl6B GEeVSnOvKDjsGCuVMcpGMg== 0000950131-96-002425.txt : 19960522 0000950131-96-002425.hdr.sgml : 19960522 ACCESSION NUMBER: 0000950131-96-002425 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960515 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960521 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: 96570429 BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLZ STREET 2: STE 450 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 As filed with the Securities and Exchange Commission on May 21, 1996 ================================================================================ 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): MAY 15, 1996 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 450 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 Terms Agreement dated May 15, 1996 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. 33-96792, and the Registrant's registration statement on Form S-3, file no. 33-83918, under the Securities Act of 1933, as amended, and which, as this Form 8-K filing is incorporated by reference in such registration statements, is set forth in full in such registration statements. 5 Opinion of Rosenberg & Liebentritt, P.C., which is being filed pursuant to Regulation 601(b)(5) as an exhibit to the Registrant's registration statement on Form S-3, file no. 33-96792, and the Registrant's registration statement on Form S-3, file no. 33-83918 under the Securities Act of 1933, as amended, and which, as this Form 8-K filing is incorporated by reference in such registration statements, is set forth in full in such registration statements.
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: May 21, 1996 By: /s/ Bruce C. Strohm ------------------------------------- Bruce C. Strohm, Secretary, Executive Vice President and General Counsel 2 EX-1 2 UNDERWRITING AGREEMENT EQUITY RESIDENTIAL PROPERTIES TRUST (a Maryland real estate investment trust) COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01 PER SHARE TERMS AGREEMENT --------------- Dated: May 15, 1996 To: Equity Residential Properties Trust Two North Riverside Plaza Chicago, Illinois 60606 Attention: Ladies and Gentlemen: We understand that Equity Residential Properties Trust ("EQR") proposes to issue and sell 2,000,000 of its Common Shares of Beneficial Interest, $.01 par value per share (the "Common Shares," being collectively hereinafter referred to as the "Initial Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters") offer to purchase the Initial Underwritten Securities at the purchase price set forth below and the Option Securities (as defined in the Purchase Agreement referred to below), to the extent any are purchased, at the purchase price set forth below. The Underwritten Securities shall have the following terms: TITLE OF UNDERWRITTEN SECURITIES: Common Shares of Beneficial Interest NUMBER OF SHARES: 2,000,000 PAR VALUE: $.01 per share PURCHASE PRICE PER SHARE: $30.50 NUMBER OF OPTION SECURITIES, IF ANY, THAT MAY BE PURCHASED BY THE UNDERWRITER: 300,000 DELAYED DELIVERY CONTRACTS: not authorized OTHER TERMS: The Common Shares may be offered to the public by the Underwriter from time to time in one or more transactions on the NYSE or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices, but in no event at less than $31.00 per Common Share. Payment to be made to EQR by wire transfer of immediately available federal funds to an account specified by EQR on the closing date set forth below. EQR will not, between the date hereof and the date which is 30 days from the date hereof, without your prior written consent, offer or sell, grant any option for the sale of, or enter into any agreement to sell, any Common Shares or securities ranking on a parity with, or convertible into, Common Shares (except for Common Shares or securities convertible into Common Shares issued pursuant to transactions exempt from registration under the 1933 Act, reservations, acquisition agreements, employee benefit plans, dividend reinvestment plans, or employee and trustee share options plans) in the United States. CLOSING DATE AND LOCATION: May 21, 1996, Rosenberg & Liebentritt, P.C., Two North Riverside Plaza, Suite 1515, Chicago, Illinois 60606. All the provisions contained in the document attached as Annex A hereto entitled "Equity Residential Properties Trust (a Maryland real estate investment trust) -- Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest and Depositary Shares -- Purchase Agreement" dated November 1, 1995 (the "Purchase Agreement") are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. In addition, the Purchase Agreement shall hereby be amended as follows: Section 1(a)(iv) shall be amended by deleting the reference to "Grant Thornton LLP" in its entirety and capitalizing the "t" in the word "the" immediately following such reference. Sections 5(d) and 5(e) shall each be amended by deleting the reference to "Grant Thornton LLP" in its entirety and inserting in lieu thereof, "the Company's independent public accountants." Please accept this offer no later than six o'clock P.M. (New York City time) on May 15, 1996 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Andrew J. Jonas ----------------------- Name: Andrew J. Jonas Title: Vice President Accepted: By: EQUITY RESIDENTIAL PROPERTIES TRUST, for itself and as the general partner of ERP Operating Limited Partnership By: /s/ David Neithercut ---------------------------------- Name: David Neithercut Title: Executive Vice President Chief Financial Officer EX-5 3 OPINION RE LEGALITY May 21, 1996 Board of Trustees Equity Residential Properties Trust Two North Riverside Plaza Suite 450 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 statements on Form S-3 (collectively, 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 (SEC File No. 33- 96792) (the "Depositary Shares" and, together with the Preferred Shares and Common Shares, the "Securities") and (b) the proposed public offering of 5,000,000 Common Shares, (SEC File No. 33-83918) 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 up to an aggregate of 2,300,000 Common Shares (the "Shares") as described in a Prospectus Supplement dated May 15, 1996. 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 Secretary of the Company on the date hereof as then being complete, accurate and in effect. Board of Trustees Equity Residential Properties Trust May 21, 1996 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 7, 1994 and September 8, 1995 relating to the filing of the Registration Statement and related matters, and on May 10, 1996, and by the Pricing Committee of the Board of Trustees on May 15, 1996, 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 Agreement, dated November 1, 1995, among the Company, ERP Operating Limited Partnership, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the Terms Agreement, dated May 15, 1996, among the Company, ERP Operating Limited Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Underwriting Agreement"). 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 Underwriting Agreement and receipt by the Company of the consideration for the Shares specified in the resolutions of the Board of Trustees and the Pricing Committee referred to above, the 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 Board of Trustees Equity Residential Properties Trust May 21, 1996 Page 3 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 (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: ___________________________________ Vice President EXHIBIT A --------- May 21, 1996 Rosenberg & Liebentritt, P.C. Two North Riverside Plaza Suite 1515 Chicago, Illinois 60606 Ladies and Gentlemen: 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 statements on Form S-3 (file nos. 33-83918 and 33-96792) (the "Registration Statements") 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 Statements (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 up to 2,300,000 common shares of beneficial interest, $.01 par value (the "Common Shares") as described in a Prospectus Supplement dated May 15, 1996. 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 Statements. For purposes of this opinion letter, we have examined copies of the following documents: 1. An executed copy of each of the Registration Statements. 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 May 17, 1996 and the Secretary of the Company on the date hereof as then being complete, accurate and in effect. Rosenberg & Liebentritt, P.C. May 21, 1996 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 7, 1994, September 8, 1995 and May 10, 1996, relating to the filing of the Registration Statements and related matters, and by the Pricing Committee of the Board of Trustees on May 15, 1996, 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 Agreement dated November 1, 1995 and the Terms Agreement dated May 15, 1996, among the Company, ERP Operating Limited Partnership and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Underwriting Agreement"). 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 Corporation 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. 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 Underwriting Agreement 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. Rosenberg & Liebentritt, P.C. May 21, 1996 Page 3 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-----