-----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, TmCKpS/+5On5WZjbUo6lgKeC4FYm9ILWcS6UvCVPtVZGInYyvHrHH5CU49dA7P1X Ssdp9bZUWngNSCWP5Z2JMQ== 0000950131-97-005687.txt : 19970927 0000950131-97-005687.hdr.sgml : 19970927 ACCESSION NUMBER: 0000950131-97-005687 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970919 SROS: NONE 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-A12B SEC ACT: SEC FILE NUMBER: 001-12252 FILM NUMBER: 97683172 BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLZ STREET 2: STE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124661300 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 EQUITY RESIDENTIAL PROPERTIES TRUST (Exact Name of Registrant as Specified in its Charter) Maryland 13-3675988 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act:
Depositary Shares each Representing a 1/10 fractional interest in a 7 1/4% Series G Convertible Cumulative Preferred Share of Beneficial Interest (Par Value $0.01 Per Share) (Liquidation Preference Equivalent to The New York Stock Exchange, Inc. $25.00 Per Depositary Share) (Name of each exchange on which each (Title of Class) Class is to be Registered
Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered. (a) Regulation S-K Item 202(a) "Description of Shares of Beneficial Interest-Preferred Shares" and "Description of Depositary Shares," pp. 10 through 20, inclusive, of the final Prospectus, dated September 11, 1997, and "Description of Series G Preferred Shares and Depositary Shares," pp. S-15 through S- 19, inclusive, of the final Prospectus Supplement of the Registrant, dated September 18, 1997, filed on September 19, 1997 with the Securities and Exchange Commission, File No. 333-32183, pursuant to Rule 424(b)(5), are hereby incorporated herein by reference. The Registrant has filed an application for listing of the Depositary Shares of the Registrant to which this Form 8-A applies on the New York Stock Exchange. (b) Regulation S-K Item 202(b)-(f) Not applicable. Item 2. Exhibits. Exhibit Number Description of Exhibit - ------ ---------------------- 1.1 Form S-3 Registration Statement of the Registrant, declared effective on August 4, 1997 by the Securities and Exchange Commission, File No. 333-32183, is hereby incorporated herein by reference. 4.1 Second Amended and Restated Declaration of Trust of Equity Residential Properties Trust (filed as Exhibit 3(i) to the Current Report on Form 8-K of the Registrant filed with the Securities and Exchange Commission on May 30, 1997, and hereby incorporated herein by reference). 4.2 Second Amended and Restated Bylaws of Equity Residential Properties Trust (filed as Exhibit 99.2 to the Form S-4 Registration Statement of the Registrant, File No. 333-24653, and hereby incorporated herein by reference). 4.3 Form of Articles Supplementary to the Second Amended and Restated Declaration of Trust of Equity Residential Properties Trust. 5.1 Form of Specimen Depositary Share Certificate representing a 1/10 fractional interest in a 7 1/4% Series G Convertible Cumulative Preferred Share of Beneficial Interest. SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: September 19, 1997 EQUITY RESIDENTIAL PROPERTIES TRUST (Registrant) By: /s/ David J. Neithercut --------------------------------------- David J. Neithercut Executive Vice President and Chief Financial Officer EX-4.3 2 FORM OF ARTICLES SUPPLEMENTARY TO 2ND AMD & RESTD FORM OF ARTICLES SUPPLEMENTARY TO THE AMENDED AND RESTATED DECLARATION OF TRUST OF EQUITY RESIDENTIAL PROPERTIES TRUST Pursuant to Section 8-203(b) of the Corporations and Associations Article of the Annotated Code of the State of Maryland, as amended. 1. The name of the trust (the "Trust") is Equity Residential Properties Trust. 2. Pursuant to authority granted under Section 5.3 of the Trust's Declaration of Trust, the Board of Trustees of the Trust hereby establishes a series of preferred shares of beneficial interest designated 7 1/4% Series G Convertible Cumulative Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share) (Liquidation Preference $250.00 Per Share) (the "Series G Preferred Shares") on the following terms: A. Certain Definitions. Unless the context otherwise requires, the terms defined in this subparagraph A of paragraph 2 shall have, for all purposes of these Articles Supplementary, the meanings herein specified (with terms defined in the singular having comparable meanings when used in the plural). "Act" shall have the meaning set forth in subsection (g) of subparagraph (5) of paragraph B hereof. "Board of Trustees" shall mean the Board of Trustees of the Trust or any committee authorized by such Board of Trustees to perform any of its responsibilities with respect to the Series G Preferred Shares. "Business Day" shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close. "Common Shares" shall mean the common shares of beneficial interest, $.01 par value per share, of the Trust. "Constituent Person" shall have the meaning set forth in subsection (e) of subparagraph (7) of paragraph B. "Conversion Price" shall mean the conversion price per Common Share for which the Series G Preferred Shares are convertible, as such Conversion Price may be adjusted pursuant to subparagraph (7) hereof. The initial conversion price shall be $585.80 (equivalent to a conversion rate of 4.268 Common Shares for each Series G Preferred Share and a conversion price of $58.58 per Depositary Share, which is equivalent to a conversion rate of .4268 Common Shares for each Depositary Share). "Current Market Price" of publicly traded common shares or any other class of shares of beneficial interest or other security of the Trust or any other issuer for any day shall mean the last reported sales price, regular way on such day, or, if no sale takes place on such day, the average of the reported closing bid and asked prices on such day, regular way, in either case as reported on the New York Stock Exchange ("NYSE") or, if such security is not listed or admitted for trading on the NYSE, on the principal national securities exchange on which such security is listed or admitted for trading or, if not listed or admitted for trading on any national securities exchange, on the NASDAQ National Market or, if such security is not quoted on such NASDAQ National Market, the average of the closing bid and asked prices on such day in the over-the-counter market as reported by NASDAQ or, if bid and asked prices for such security on such day shall not have been reported through NASDAQ, the average of the bid and asked prices on such day as furnished by any NYSE member firm regularly making a market in such security selected for such purpose by the Chief Executive Officer or the Board of Trustees. "Depositary" means Bank Boston, N.A., or such other agent or agents of the Trust as may be designated by the Board of Trustees or their designee as the depositary for the Series G Preferred Shares. "Depositary Receipts" shall mean the receipts issued by the Trust evidencing the Depositary Shares. "Depositary Shares" shall have the meaning set forth in subsection (c) of subparagraph (7) of paragraph B. "Depositary Shares Redemption Date" shall have the meaning set forth in subsection (d) of subparagraph (5) of paragraph B hereof. "Distribution Payment Date" shall have the meaning set forth in subparagraph (3) of paragraph B. "Distribution Period" shall have the meaning set forth in subparagraph (3) of paragraph B. "Fair Market Value" shall mean the average of the daily Current Market Prices of a Common Share during the five (5) consecutive Trading Days selected by the Trust commencing not more than 20 Trading Days before, and ending not later than, the earlier of the day in question and the day before the "ex date" with respect to the issuance or distribution requiring such computation. The term "ex date" when used with respect to any issuance or distribution, means the first day on which the Common Shares trades regular way, without the right to receive such issuance or distribution, on the exchange or in the market, as the case may be, used to determine that day's Current Market Price. "Issue Date" shall mean the first date on which Depositary Shares representing Series G Preferred Shares are issued and sold. "Junior Shares" shall have the meaning set forth in subparagraph (2) of paragraph B. "Non-Electing Share" shall have the meaning set forth in subsection (e) of subparagraph (7) of paragraph B. 2 "Parity Shares" shall have the meaning set forth in subparagraph (2) of paragraph B. "Person" shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended; but does not include an underwriter which participates in a public offering of the Series G Preferred Shares provided that the ownership of Series G Preferred Shares by such Underwriter would not result in the Trust being "closely held" within the meaning of Section 856(h) of the Code, or would otherwise result in the Trust failing to qualify as a REIT. "Preferred Shares" shall mean preferred shares of beneficial interest, $.01 par value per share, including Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares, Series E Preferred Shares, Series F Preferred Shares (each as defined below) and Series G Preferred Shares. "Record Date" shall have the meaning set forth in subparagraph (3) of paragraph B. "REIT" shall mean a Real Estate Investment Trust under Section 856 of the Code. "Securities" shall have the meaning set forth in subsection (d)(iii) of subparagraph (7) of paragraph B. "Series G Preferred Shares" shall mean the Trust's 7 1/4% Series G Convertible Cumulative Preferred Shares of Beneficial Interest, $.01 par value per share, liquidation value $250.00 per share. "set apart for payment" shall be deemed to include, without any action other than the following, the recording by the Trust in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of distributions by the Board of Trustees, the allocation of funds to be so paid on any series or class of shares of beneficial interest; provided, however, that if any funds for any class or series of Junior Shares or any class or series of shares of beneficial interest ranking on a parity with the Series G Preferred Shares as to the payment of distributions are placed in a separate account of the Trust or delivered to a disbursing, paying or other similar agent, then "set apart for payment" with respect to the Series G Preferred Shares shall mean placing such funds in a separate account or delivering such funds to a disbursing, paying or other similar agent. "Trading Day" shall mean any day on which the securities in question are traded on the NYSE, or if such securities are not listed or admitted for trading on the NYSE, on the principal national securities exchange on which such securities are listed or admitted, or if not listed or admitted for trading on any national securities exchange, on the NASDAQ National 3 Market, or if such securities are not quoted on such NASDAQ National Market, in the applicable securities market in which the securities are traded. "Transaction" shall have the meaning set forth in subsection (e) of subparagraph (7) of paragraph B hereof. "Transfer Agent" means Boston EquiServe Limited Partnership, or such other agent or agents of the Trust as may be designated by the Board of Trustees or their designee as the transfer agent for the Series G Preferred Shares. B. Series G Preferred Shares (1) Number. The maximum number of shares of the Series G Preferred Shares shall be 1,150,000. (2) Relative Seniority. In respect of rights to receive distributions and to participate in distributions or payments in the event of any Liquidation, dissolution or winding up of the Trust, the Series G Preferred Shares shall rank pari passu with any other preferred shares of beneficial interest of the Trust (the "Parity Shares"), including the 9 3/8% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest ($0.01 par value per share) (liquidation value $25.00 per share) (the "Series A Preferred Shares"), the 9 1/8% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest ($0.01 par value per share) (liquidation value $250.00 per share) (liquidation preference equivalent to $25.00 per Depositary Share) (the "Series B Preferred Shares") and the 9 1/8% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest ($.01 par value per share) (liquidation value $250.00 per share) (liquidation preference equivalent to $25.00 per Depositary Share) (the Series C Preferred Shares"), the 8.60% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest (($0.01 par value per share) (liquidation value $250.00 per share) (liquidation preference equivalent to $25.00 per Depositary Share), (the "Series D Preferred Shares"), the Series E Cumulative Convertible Preferred Shares of Beneficial Interest ($0.01 par value per share) (liquidation value $25.00 per share) (the "Series E Preferred Shares"), and the 9.65% Series F Preferred Shares of Beneficial Interest ($0.01 par value per share) (liquidation value $25.00 per share) (the "Series F Preferred Shares"), and will rank senior to the Common Shares and any other class or series of shares of beneficial interest of the Trust ranking, as to distributions and upon Liquidation, junior (collectively, the "Junior Shares") to the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares, the Series E Preferred Shares, the Series F Preferred Shares or the Series G Preferred Shares. (3) Distributions. The holders of the then outstanding Series G Preferred Shares shall be entitled to receive, when and as declared by the Board of Trustees out of any funds legally available therefor, cumulative distributions at the rate of $18.125 per share per year, payable in equal amounts of $4.53125 per share quarterly in cash on the fifteenth day, or if not a Business Day, the next succeeding Business Day, of January, April, July and October in each year, beginning July 15, 1997 (each such day being hereinafter called a "Distribution Payment Date" and each period ending on a Distribution Payment Date being hereinafter called a "Distribution Period"), with respect to each Distribution Period, to shareholders of record at the close of business on such date as shall be fixed by the Board of Trustees at the time of 4 declaration of the distribution (the "Record Date"), which shall not be less than 10 nor more than 30 days preceding the Distribution Payment Date. The amount of any distribution payable for the initial Distribution Period and for any other Distribution Period shorter than a full Distribution Period shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Distributions on each Series G Preferred Share shall accrue and be cumulative from and including the date of original issue thereof, whether or not (i) distributions on such shares are earned or declared or (ii) on any Distribution Payment Date there shall be funds legally available for the payment of distributions. Distributions paid on the Series G Preferred Shares in an amount less than the total amount of such distributions at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. The amount of any distributions accrued on any Series G Preferred Shares at any Distribution Payment Date shall be the amount of any unpaid distributions accumulated thereon through and during such Distribution Period, to and including such Distribution Payment Date, whether or not earned or declared, and the amount of distributions accrued on any Series G Preferred Shares at any date other than a Distribution Payment Date shall be equal to the sum of the amount of any unpaid distributions accumulated thereon, to and including the last preceding Distribution Payment Date, whether or not earned or declared, plus an amount calculated on the basis of the annual distribution rate of $18.125 for the period after such last preceding Distribution Payment Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30-day months. Except as provided in these Articles, the Series G Preferred Shares shall not be entitled to participate in the earnings or assets of the Trust. (4) Liquidation Rights. (a) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Trust, the holders of the Series G Preferred Shares then outstanding shall be entitled to receive and to be paid out of the assets of the Trust available for distribution to its shareholders, before any payment or distribution shall be made on any Junior Shares, the amount of $250.00 per Series G Preferred Share, plus accrued and unpaid distributions thereon. (b) After the payment to the holders of the Series G Preferred Shares of the full preferential amounts provided for in this paragraph B, the holders of the Series G Preferred Shares as such shall have no right or claim to any of the remaining assets of the Trust. (c) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Trust, the amounts payable with respect to the preference value of the Series G Preferred Shares and any other shares of beneficial interest of the Trust ranking as to any such distribution on a parity with the Series G Preferred Shares are not paid in full, the holders of the Series G Preferred Shares and of such other shares will share ratably in any such distribution of 5 assets of the Trust in proportion to the full respective preference amounts to which they are entitled. (d) Neither the sale of all or substantially all the property or business of the Trust, nor the merger or consolidation of the Trust into or with any other entity or the merger or consolidation of any other entity into or with the Trust, shall be deemed to be a dissolution, Liquidation or winding up, voluntary or involuntary, for the purposes of this paragraph B. (5) Redemption at the Option of the Trust. (a) The Series G Preferred Shares shall not be redeemable by the Trust prior to September 15, 2002. On and after September 15, 2002 the Trust, at its option, may redeem the Series G Preferred Shares, in whole or in part, as set forth herein, subject to the provisions described below. (b) On and after September 15, 2002, the Series G Preferred Shares represented by Depositary Shares may be redeemed at the option of the Trust, in whole or from time to time in part, at the following redemption prices per Series G Preferred Share and Depositary Share if redeemed during the twelve-month period beginning September 15 of the year indicated below, plus, in each case, all distributions accrued and unpaid on the Series G Preferred Shares represented by Depositary Shares up to the date of such redemption, upon giving notice as provided below:
Redemption Price Redemption Price Per Series G Per Depositary Year Preferred Share Preferred Share --------------------- ---------------- --------------- 2002................. $259.0625 $25.90625 2003................. 257.25 25.725 2004................. 255.4375 25.54375 2005................. 253.625 25.3625 2006................. 251.8125 25.18125 2007 and thereafter.. 250.00 25.00
(c) If fewer than all of the outstanding Depositary Shares are to be redeemed, the shares to be redeemed will be determined pro rata or by lot or in such other manner as prescribed by the Trust's Board of Trustees. In the event that such redemption is to be by lot, if as a result of such redemption any holder of Series G Preferred Shares represented by Depositary Shares would become a holder of in excess of 5% of the lesser of the number or the value of the total Series G Preferred Shares represented by Depositary Shares outstanding because such holder's Depositary Shares were not redeemed, or were only redeemed in part, then, except in certain instances, the Trust will redeem the requisite 6 number of Series G Preferred Shares represented by Depositary Shares of such shareholder such that he will not hold in excess of 5% of the lesser of the number or the value of the total Series G Preferred Shares represented by Depositary Shares outstanding subsequent to such redemption. In addition, the Company may redeem Series G Preferred Shares in certain circumstances relating to the maintenance of its ability to qualify as a REIT for Federal income tax purposes. (d) Notice of redemption will be mailed, not less than 30 nor more than 60 days prior to the date fixed for redemption, to each holder of record of Depositary Shares to be redeemed, notifying such holder of the Trust's election to redeem such shares, stating the date fixed for redemption thereof (the "Depositary Shares Redemption Date"), the redemption price, the number of shares to be redeemed (and, if fewer than all the Depositary Shares are to be redeemed, the number of shares to be redeemed from such holder) and the place(s) where the Depositary Receipts are to be surrendered for payment. (e) On or after the Depositary Shares Redemption Date, each holder of Depositary Shares to be redeemed must present and surrender his Depositary Receipts to the Trust at the place designated in such notice and thereupon the redemption price of such shares will be paid to or on the order of the person whose name appears on such Depositary Receipts as the owner thereof and each surrendered will be canceled. In the event that fewer than all the shares represented by any such Depositary Receipt are to be redeemed, a new Depositary Receipt will be issued representing the unredeemed shares. From and after the Depositary Shares Redemption Date (unless the Trust defaults in payment of the redemption price), all distributions on the Depositary Shares designated for redemption in such notice will cease to accrue and all rights of the holders thereof, except the right to receive the redemption price thereof (including all accrued and unpaid distributions up to the Depositary Shares Redemption Date), will cease and terminate and such shares will not thereafter be transferred (except with the consent of the Trust) on the Trust's books, and such shares shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Trust, prior to the Depositary Shares Redemption Date, may irrevocably deposit the redemption price (including accrued and unpaid distributions) of the Depositary Shares so called for redemption in trust for the holders thereof with a bank or trust company, in which case such notice to holders of the Depositary Shares to be redeemed will (i) state the date of such deposit, (ii) specify the office of such bank or trust company as the place of payment of the redemption price and (iii) call upon such holders to surrender the Depositary 7 Receipts representing such shares at such place on or about the date fixed in such redemption notice (which may not be later than the Depositary Shares Redemption Date) against payment of the redemption price (including all accrued and unpaid distributions up to the Depositary Shares Redemption Date). Any monies so deposited which remain unclaimed by the holders of the Depositary Shares at the end of two years after the Depositary Shares Redemption Date will be returned by such bank or trust company to the Trust. (f) Notwithstanding the foregoing, unless full cumulative distributions on all outstanding Series G Preferred Shares represented by Depositary Shares have been paid or declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods and the then current distribution period, no Depositary Shares shall be redeemed unless all outstanding Depositary Shares are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of Series G Preferred Shares represented by Depositary Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series G Preferred Shares represented by Depositary Shares, and, unless full cumulative distributions on all outstanding Series G Preferred Shares represented by Depositary Shares have been paid or declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods and the then current distribution period, the Trust shall not purchase or otherwise acquire directly or indirectly any Series G Preferred Shares represented by Depositary Shares (except by conversion into or exchange for shares of beneficial interest of the Trust ranking junior to the Series G Preferred Shares represented by Depositary Shares as to distribution rights and liquidation preference). (g) The Depositary Shares representing the Series G Preferred Shares have no stated maturity date and will not be subject to any sinking fund or mandatory redemption provisions. (6) Shares to be Retired. All Series G Preferred Shares which shall have been issued and reacquired in any manner by the Trust shall be restored to the status of authorized but unissued Preferred Shares, without designation as to series. 8 (7) Conversion. Holders of Series G Preferred Shares shall have the right to convert all or a portion of such shares into Common Shares, as follows: (a) Subject to and upon compliance with the provisions of this subparagraph (7), a holder of Depositary Shares representing Series G Preferred Shares shall have the right, at his or her option, at any time to convert such shares into the number of fully paid and non-assessable Common Shares obtained by dividing the aggregate liquidation preference of such shares by the Conversion Price (as in effect at the time and on the date provided for in the last paragraph of subsection (b) of this subparagraph (7)) by surrendering such shares to be converted, such surrender to be made in the manner provided in subsection (b) of this subparagraph (7); provided, however, that the right to convert shares called for redemption pursuant to subparagraph (5) shall terminate at the close of business on the Depositary Shares Redemption Date fixed for such redemption, unless the Trust shall default in making payment of the Common Shares and any cash payable upon such redemption under subparagraph (5) hereof. (b) In order to exercise the conversion right, the holder of each Depositary Share representing a Series G Preferred Share or each Series G Preferred Share to be converted shall surrender the Depositary Receipt or certificate representing such share, as the case may be, duly endorsed or assigned to the Trust or in blank, at the office of the Depositary or Transfer Agent, as the case may be, accompanied by written notice to the Trust that the holder thereof elects to convert such Depositary Share or Series G Preferred Share. Unless the shares issuable on conversion are to be issued in the same name as the name in which such Depositary Share or Series G Preferred Shares is registered, each Depositary Receipt or share surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Trust, duly executed by the holder or such holder's duly authorized attorney and an amount sufficient to pay any transfer or similar tax (or evidence reasonably satisfactory to the Trust demonstrating that such taxes have been paid). Holders of Series G Preferred Shares at the close of business on a distribution payment record date shall be entitled to receive the distribution payable on such shares on the corresponding Distribution Payment Date notwithstanding the conversion thereof following such distribution payment record date and prior to such Distribution Payment Date. However, Depositary Shares or Series G Preferred Shares surrendered for conversion during the 9 period between the close of business on any distribution payment record date and the opening of business on the corresponding Distribution Payment Date (except shares converted after the issuance of notice of redemption with respect to a Depositary Shares Redemption Date during such period or coinciding with such Distribution Payment Date, such Depositary Shares or Series G Preferred Shares being entitled to such distribution on the Distribution Payment Date) must be accompanied by payment of an amount equal to the distribution payable on such shares on such Distribution Payment Date. A holder of Depositary Shares or Series G Preferred Shares on a distribution payment record date who (or whose transferees) tenders any such shares for conversion into Common Shares on such Distribution Payment Date will receive the distribution payable by the Trust on such Depositary Shares or Series G Preferred Shares on such date, and the converting holder need not include payment of the amount of such distribution upon surrender of Depositary Shares or Series G Preferred Shares for conversion. Except as provided above, the Trust shall make no payment or allowance for unpaid distributions, whether or not in arrears, on converted shares or for distributions on the Common Shares issued upon such conversion. As promptly as practicable after the surrender of certificates for Depositary Shares or Series G Preferred Shares as aforesaid, the Trust shall issue and shall deliver at such office to such holder, or on his or her written order, a certificate or certificates for the number of full Common Shares issuable upon the conversion of such shares in accordance with the provisions of this subparagraph (7), and any fractional interest in respect of a Common Share arising upon such conversion shall be settled as provided in subsection (c) of this subparagraph (7). Each conversion shall be deemed to have been effected immediately prior to the close of business on the date on which the certificates for Series G Preferred Shares or Depositary Receipts shall have been surrendered and such notice (and if applicable, payment of an amount equal to the distribution payable on such shares) received by the Trust as aforesaid, and the person or persons in whose name or names any certificate or certificates for Common Shares shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date, and such conversion shall be at the Conversion Price in effect at such time and on such date unless the share transfer books of the Trust shall be closed on that date, in which event such person or persons shall be deemed to have become such holder or holders of record at the close of business on the next 10 succeeding day on which such share transfer books are open, but such conversion shall be at the Conversion Price in effect on the date on which such shares have been surrendered and such notice received by the Trust. (c) Fractional shares of scrip representing fractions of Series G Preferred Shares shall be issued upon conversion of Depositary Shares. No fractional shares of scrip representing fractions of Common Shares shall be issued upon conversion of the Series G Preferred Shares. Instead of any fractional interest in a Common Share that would otherwise be deliverable upon the conversion of a share of Series G Preferred Shares, the Trust shall pay to the holder of such share an amount in cash based upon the Current Market Price of Common Shares on the Trading Day immediately preceding the date of conversion. If more than one Series G Preferred Share or one Depositary Share, as the case may be, shall be surrendered for conversion at one time by the same holder, the number of full Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of Series G Preferred Shares or Depositary Shares, as the case may be, so surrendered. (d) The Conversion Price shall be adjusted from time to time as follows: (i) If the Trust shall after the Issue Date (A) pay a distribution or make a distribution on its shares of beneficial interest in Common Shares, (B) subdivide its outstanding Common Shares into a greater number of shares, (C) combine its outstanding Common Shares into a smaller number of shares or (D) issue any shares of beneficial interest by reclassification of its Common Shares, the Conversion Price in effect at the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution or at the opening of business on the day following the day on which such subdivision, combination or reclassification becomes effective, as the case may be, shall be adjusted so that the holder of any Series G Preferred Shares thereafter surrendered for conversion shall be entitled to receive the number of Common Shares that such holder would have owned or have been entitled to receive after the happening of any of the events described above had such shares been converted immediately prior to the record date in the case of a distribution or the effective date in the case of a subdivision, combination or reclassification. An adjustment made pursuant to this subsection (i) shall become effective immediately after the opening of 11 business on the day next following the record date (except as provided in paragraph (h) below) in the case of a distribution and shall become effective immediately after the opening of business on the day next following the effective date in the case of a subdivision, combination or reclassification. (ii) If the Trust shall issue after the Issue Date rights, options or warrants to all holders of Common Shares entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Shares at a price per share less than the Fair Market Value per Common Shares on the record date for the determination of shareholders entitled to receive such rights, options or warrants, then the Conversion Price in effect at the opening of business on the day next following such record date shall be adjusted to equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the opening of business on the day following the date fixed for such determination by (II) a fraction, the numerator of which shall be the sum of (A) the number of Common Shares outstanding on the close of business on the date fixed for such determination and (B) the number of shares that the aggregate proceeds to the Trust from the exercise of such rights, options or warrants for Common Shares would purchase at such Fair Market Value, and the denominator of which shall be the sum of (A) the number of Common Shares outstanding on the close of business on the date fixed for such determination and (B) the number of additional Common Shares offered for subscription or purchase pursuant to such rights, options or warrants. Such adjustment shall become effective immediately after the opening of business on the day next following such record date (except as provided in subsection (h) below). In determining whether any rights, options or warrants entitle the holders of Common Shares to subscribe for or purchase Common Shares at less than the Fair Market Value, there shall be taken into account any consideration received by the Trust upon issuance and upon exercise of such rights, options or warrants, the value of such consideration, if other than cash, to be determined by the Chief Executive Officer or the Board of Trustees. (iii) If the Trust shall distribute to all holders of its Common Shares any shares of beneficial interest of the Trust (other than Common Shares) or evidence of its indebtedness or assets (excluding cash distributions paid out of the total 12 equity applicable to Common Shares, including revaluation equity, less the amount of stated capital attributable to Common Shares, determined on the basis of the most recent annual consolidated cost basis and current value basis and quarterly consolidated balance sheets of the Trust and its consolidated subsidiaries available at the time of the declaration of the distribution) or rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants issued to all holders of Common Shares entitling them for a period expiring within 45 days after the record date referred to in subsection (ii) above to subscribe for or purchase Common Shares, which rights and warrants are referred to in and treated under subsection (ii) above) (any of the foregoing being hereinafter in this subsection (iii) called the "Securities"), then in each case the Conversion Price shall be adjusted so that it shall equal the price determined by multiplying (I) the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by (II) a fraction, the numerator of which shall be the Fair Market Value per the Common Share on the record date mentioned below less the then fair market value (as determined by the Chief Executive Officer or the Board of Trustees, whose determination shall be conclusive) of the portion of the shares of beneficial interest or assets or evidences of indebtedness so distributed or of such rights or warrants applicable to one Common Share, and the denominator of which shall be the Fair Market Value per Common Share on the record date mentioned below. Such adjustment shall become effective immediately at the opening of business on the Business Day next following (except as provided in subsection (h) below) the record date for the determination of shareholders entitled to receive such distribution. For the purposes of this subsection (iii), the distribution of a Security, which is distributed not only to the holders of the Common Shares on the date fixed for the determination of shareholders entitled to such distribution of such Security, but also is distributed with each Common Share delivered to a Person converting a Series G Preferred Share after such determination date, shall not require an adjustment of the Conversion Price pursuant to this subsection (iii); provided that on the date, if any, on which a person converting a Series G Preferred Share would no longer be entitled to receive such Security with a Common Share (other than as a result of the termination of all such Securities), a distribution of such Securities shall be 13 deemed to have occurred, and the Conversion Price shall be adjusted as provided in this subsection (iii) (and such day shall be deemed to be "the date fixed for the determination of the shareholders entitled to receive such distribution" and "the record date" within the meaning of the two preceding sentences). (iv) No adjustment in the Conversion Price shall be required unless such adjustment would require a cumulative increase or decrease of at least 1% in such price; provided, however, that any adjustments that by reason of this subsection (iv) are not required to be made shall be carried forward and taken into account in any subsequent adjustment until made; and provided, further, that any adjustment shall be required and made in accordance with the provisions of this subparagraph (7) (other than this subsection (iv)) not later than such time as may be required in order to preserve the tax-free nature of a distribution to the holders of Common Shares. Notwithstanding any other provisions of subparagraph (7), the Trust shall not be required to make any adjustment of the Conversion Price for the issuance of any Common Shares pursuant to any plan providing for the reinvestment of distributions or interest payable on securities of the Trust and the investment of additional optional amounts in Common Shares under such plan. All calculations under this subparagraph (7) shall be made to the nearest cent with ($.005 being rounded upward) or to the nearest one- tenth of a share (with .05 of a share being rounded upward), as the case may be. Anything in this subsection (d) to the contrary notwithstanding, the Trust shall be entitled, to the extent permitted by law, to make such reductions in the Conversion Price, in addition to those required by this subsection (d), as it in its discretion shall determine to be advisable in order that any stock distributions, subdivision of shares, reclassification or combination of shares, distribution of rights, options or warrants to purchase stock or securities, or a distribution of other assets (other than cash distributions) hereafter made by the Trust to its stockholders shall not be taxable. (e) If the Trust shall be a party to any transaction (including without limitation a merger, consolidation, statutory share exchange, self tender offer for all or substantially all of the Common Shares, sale of all or substantially all of the Trust's assets or recapitalization of the Common Shares and excluding any transaction as to which subsection (d)(i) of this subparagraph (7) applied) (each of the foregoing being referred to herein as a "Transaction"), in each 14 case as a result of which Common Shares shall be converted into the right to receive shares, stock, securities or other property (including cash or any combination thereof), each Series G Preferred Share which is not converted into the right to receive shares, stock, securities or other property in connection with such Transaction shall thereafter be convertible into the kind and amount of shares, stock, securities and other property (including cash or any combination thereof) receivable upon the consummation of such Transaction by a holder of that number of Common Shares into which one Series G Preferred Share was convertible immediately prior to such Transaction, assuming such holder of Common Share (i) is not a Person with which the Trust consolidated or into which the Trust merged or which merged into the Trust or to which such sale or transfer was made, as the case may be (a "Constituent Person"), or an affiliate of a Constituent Person and (ii) failed to exercise his or her rights of the election, if any, as to the kind or amount of shares, stock, securities and other property (including cash) receivable upon such Transaction (each a "Non-Electing Share") (provided that if the kind or amount of shares, stock, securities and other property (including cash) receivable upon such Transaction by each Non-Electing Share shall be deemed to be the kind and amount of receivable per share by a plurality of the non-electing shares). The Trust shall not be a party to any Transaction unless the terms of such Transaction are consistent with the provisions of this subsection (e), and it shall not consent or agree to the occurrence of any Transaction until the Trust has entered into an agreement with the successor or purchasing entity, as the case may be, for the benefit of the holders of the Series G Preferred Shares that will contain provisions enabling the holders of the Series G Preferred Shares that remain outstanding after such Transaction to convert into the consideration received by holders of Common Shares at the Conversion Price in effect immediately prior to such Transaction. The provisions of this subsection (e) shall similarly apply to successive Transactions. (f) If: (i) the Trust shall declare a distribution on the Common Shares (other than in cash out of the total equity applicable to Common Shares, including revaluation equity, less the amount of stated capital attributable to Common Shares, determined on the basis of the most recent annual consolidated cost basis and current value basis and quarterly consolidated balance sheets of the Trust and its consolidated subsidiaries available at the time of the declaration of the distribution); or 15 (ii) the Trust shall authorize the granting to the holders of the Common Shares of rights or warrants to subscribe for or purchase any shares of any class or any other rights or warrants; or (iii) there shall be any reclassifications of the Common Shares (other than an event to which subsection (d)(i) of this subparagraph (7) applied) or any consolidation or merger to which the Trust is a party and for which approval of any shareholders of the Trust is required, or a statutory share exchange involving the conversion or exchange of Common Shares into securities or other property, or a self tender offer by the Trust for all or substantially all of its outstanding Common Shares, or the sale or transfer of all or substantially all of the assets of the Trust as an entity and for which approval of any stockholder of the Trust is required; or (iv) there shall occur the voluntary or involuntary liquidation, dissolution or winding up of the Trust, then the Trust shall cause to be filed with the Transfer Agent and shall cause to be mailed to the holders of the Series G Preferred Shares at their addresses as shown on the share records of the Trust, as promptly as possible, but at least 15 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such distribution or rights or warrants are to be determined or (B) the date on which such reclassification, consolidation, merger, statutory share exchange, sale, transfer, liquidation, dissolution or winding up is expected to become effective, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, statutory share exchange, sale, transfer, liquidation, dissolution or winding up. Failure to give or receive such notice or any defect therein shall not affect the legality or validity of the proceedings described in this subparagraph (7). (g) Whenever the Conversion Price is adjusted as herein provided, the Trust shall promptly file with the Transfer Agent and the Depositary an officer's certificate setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent 16 manifest error. Promptly after delivery of such certificate, the Trust shall prepare a notice of such adjustment of the Conversion Price setting forth the adjusted Conversion Price and the effective date such adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Price to the holder of each Series G Preferred Share at such holder's last address as shown on the share records of the Trust. (h) In any case in which subsection (d) of this subparagraph (7) provides that an adjustment shall become effective on the date next following the record date for an event, the Trust may defer until the occurrence of such event (A) issuing to the holder of any Series G Preferred Shares converted after such record date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event over and above the Common Shares issuable upon such conversion before giving effect to such adjustment and (B) fractionalizing any Series G Preferred Share and/or paying to such holder any amount of cash in lieu of any fraction pursuant to subsection (c) of this subparagraph (7). (i) There shall be no adjustment of the Conversion Price in case of the issuance of any shares of beneficial interest of the Trust in a reorganization, acquisition or other similar transaction except as specifically set forth in this subparagraph (7). If any action or transaction would require adjustment of the Conversion Price pursuant to more than one subsection of this subparagraph (7), only one adjustment shall be made, and such adjustment shall be the amount of adjustment that has the highest absolute value. (j) If the Trust shall take any action affecting the Common Shares, other than action described in this subparagraph (7), that in the opinion of the Board of Trustees would materially adversely affect the conversion rights of the holders of the Series G Preferred Shares, the Conversion Price for the Series G Preferred Shares may be adjusted, to the extent permitted by law, in such manner, if any, and at such time, as the Board of Trustees, in its sole discretion, may determine to be equitable in the circumstances. (k) The Trust covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Shares, for the purpose of effecting conversion of the Series G Preferred Shares, the full number of Common Shares deliverable upon the conversion of all outstanding Series G Preferred Shares not theretofore converted. For purposes of this subsection (k), the number of Common Shares that shall be deliverable upon the conversion of all outstanding Series G Preferred Shares shall be computed as if at 17 the time of computation all such outstanding shares were held by a single holder. The Trust covenants that any Common Shares issued upon conversion of the Series G Preferred Shares shall be validly issued, fully paid and non-assessable. Before taking any action that would cause an adjustment reducing the Conversion Price below the then-par value of the Common Shares deliverable upon conversion of the Series G Preferred Shares, the Trust will take any action that, in the opinion of its counsel, may be necessary in order that the Trust may validly and legally issue fully paid and nonassessable Common Shares at such adjusted Conversion Price. The Trust shall endeavor to list the Common Shares required to be delivered upon conversion of the Series G Preferred Shares, prior to such delivery, upon each national securities exchange, if any, upon which the outstanding Common Shares are listed at the time of such delivery. Prior to the delivery of any securities that the Trust shall be obligated to deliver upon conversion of the Series G Preferred Shares, the Trust shall endeavor to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by any governmental authority. (l) The Trust will pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of Common Shares or other securities or property on conversion of the Series G Preferred Shares pursuant hereto; provided, however, that the Trust shall not be required to pay any tax that may be payable in respect of any transfer involved in the issue or delivery of Common Shares or other securities or property in a name other than that of tile holder of the Series G Preferred Shares to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue or delivery has paid to the Trust the amount of any such tax or established, to the reasonable satisfaction of the Trust, that such tax has been paid. (m) In addition to the foregoing adjustments, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the Common Shares. (n) The Conversion Price as it relates to the Depositary Shares shall be adjusted in a similar manner to that with respect to the 18 Conversion Price for the Series G Preferred Shares if such Conversion Price is adjusted, as set forth in this subparagraph (7). In addition to the foregoing adjustments, the Company will be permitted to make such reductions in the Conversion Price as it considers to be advisable in order that any event treated for federal income tax purposes as a dividend of stock or stock rights will not be taxable to the holders of the Common Shares. (8) Voting Rights. Except as required by law, the holders of the Series G Preferred Shares shall not be entitled to vote at any meeting of the shareholders for election of trustees or for any other purposes or otherwise to participate in any action taken by the Trust or the shareholders thereof, or to receive notice of any meeting of shareholders. (a) In any matter in which the Series G Preferred Shares are entitled to vote (as expressly provided herein or as may be required by law), including any action by written consent, each Series G Preferred Share shall be entitled to 10 votes, each of which 10 votes may be directed separately by the holder thereof (or by any proxy or proxies of such holder). With respect to each Series G Preferred Share, the holder thereof may designate up to 10 proxies, with each such proxy having the right to vote a whole number of votes (totaling 10 votes per Series G Preferred Share). (b) Whenever distributions on any Series G Preferred Shares shall be in arrears for six or more quarterly periods, the holders of the Depositary Shares representing such Series G Preferred Shares, voting separately as a class with all other series of Preferred Shares upon which like voting rights have been conferred and are exercisable, will be entitled to vote for the election of two additional Trustees of the Trust at a special meeting called by the holders of record of at least ten percent (10%) of any series of Preferred Shares so in arrears (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders) or at the next annual meeting of shareholders, and at each subsequent annual meeting until all distributions accumulated on such Series G Preferred Shares for the past distribution periods and the then current distribution period shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In such case, the entire Board of Trustees of the Trust will be increased by two Trustees. (c) So long as any Series G Preferred Shares remain outstanding, the Trust will not, without the affirmative vote or consent of the holders of at least two-thirds of the Series G Preferred Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class), 19 (i) authorize or create, or increase the authorized or issued amount of, any class or series of shares of beneficial interest ranking prior to the Series G Preferred Shares with respect to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding up or reclassify any authorized shares of beneficial interest of the Trust into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such shares; or (ii) amend, alter or repeal the provisions of the Trust's Declaration of Trust or the Articles Supplementary for the Series G Preferred Shares whether by merger, consolidation or otherwise (an "Event"), so as to materially and adversely affect any right, preference, privilege or voting power of the Series G Preferred Shares or the holders thereof; provided, however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series G Preferred Shares (or shares into which the Series G Preferred Shares have been converted in any successor entity to the Trust) remain outstanding with the terms thereof materially unchanged, taking into account that upon the occurrence of an Event, the Trust may not be the surviving entity, the occurrence of any such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting power of holders of Series G Preferred Shares and provided further that (x) any increase in the amount of the authorized Preferred Shares or the creation or issuance of any other Series G Preferred Shares, or (y) any increase in the amount of authorized Series G Preferred Shares or any other Preferred Shares, in each case ranking on a parity with or junior to the Series G Preferred Shares with respect to payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting powers. The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series G Preferred Shares shall have been redeemed or called for redemption and sufficient funds shall have been deposited in trust to effect such redemption. 20 C. Articles VII of the Trust's Declaration of Trust shall be supplemented by adding the following new section 7.26. 7.27 Special Rules for Series G Preferred Shares A. Certain Definitions. For purposes of this section 7.26 the following terms shall have the following meanings: "Closing Date of the Series G Preferred Shares Offering" shall mean the time and date of payment for and delivery of Series G Preferred Shares issued pursuant to the Trust's effective registration statement for such Series G Preferred Shares filed under the Securities Act of 1933, as amended. "Special Triggering Event" shall mean either (i) the redemption or purchase by the Trust of all or a portion of the outstanding shares of beneficial interest in the Trust, or (ii) a change in the value of the Series G Preferred Shares relative to any other class of beneficial interest in the Trust. B. Special Triggering Event. If during the period commencing on the Closing Date of the Series G Preferred Shares Offering and prior to the Restriction Termination Date, a Special Triggering Event (if effective) or other event or occurrence (if effective) would result in any violation of section 7.2(a) of the Trust's Declaration of Trust (or would result in the Trust being "closely held" within the meaning of Section 856(h) of the Code or would otherwise cause the Trust to fail to qualify as a REIT), then (i) the number of Series G Preferred Shares (rounded up to the nearest whole share) that would (but for this section 7.27) cause any Person to Beneficially Own either Series G Preferred Shares, or to Beneficially own Series G Preferred Shares and any other shares of beneficial interest in the Trust, in violation of section 7.2(a) (or would result in the Trust being "closely held" or otherwise fail to qualify as a REIT) shall constitute "Excess Shares" and shall be treated as provided in Article VII. Such designation and treatment shall be effective as of the close of business on the Business Day prior to the date of the Special Triggering Event or other event or occurrence. C. Ambiguity. In the case of an ambiguity in the application of any of the provisions of this section 7.27, including any definition contained in paragraph A, the Board of Trustees shall have the power to determine the application of this section 7.27 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 7.2(a)). 3. Exclusion of Other Rights. Except as may otherwise be required by law, the Series G Preferred Shares shall not have any voting powers, preferences and relative, participating, optional or other special rights, other than those specifically set forth in these Articles Supplementary (as such Articles Supplementary may be amended from time to time) and in the Declaration of Trust. The Series G Preferred Shares shall have no preemptive or subscription rights. 21 4. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. 5. Severability of Provisions. If any voting powers, preferences and relative, participating, optional and other special rights of the Series G Preferred Shares and qualifications, limitations and restrictions thereof set forth in these Articles Supplementary (as such Articles Supplementary may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other voting powers, preferences and relative, participating, optional and other special rights of Series G Preferred Shares and qualifications, limitations and restrictions thereof set forth in these Articles Supplementary (as so amended) which can be given effect without the invalid, unlawful or unenforceable voting powers, preferences and relative, participating, optional or other special rights of Series G Preferred Shares and qualifications, limitations and restrictions thereof herein set forth shall be deemed dependent upon any other such voting powers, preferences and relative, participating, optional or other special right of Series G Preferred Shares and qualifications, limitations and restrictions thereof unless so expressed herein. 6. These Articles Supplementary of the Declaration of Trust were duly adopted by the Board of Trustees of the Trust. Shareholder action was not required. * * * 22 IN WITNESS WHEREOF, I hereby certify that I am a Senior Vice President of Equity Residential Properties Trust (the "Trust") and that as such, I am authorized to execute and file with the Maryland State Department of Assessments and Taxation these Articles Supplementary to the Second Amended and Restated Declaration of Trust (the "Articles Supplementary") on behalf of the Trust and I further certify on behalf of the Trust that these Articles Supplementary were authorized by the Board of Trustees at a meeting held on September 12, 1997 and are still in full force and effect as of the date hereof. I further certify that my signature to this document is my free act and deed, that to the best of my knowledge, information and belief, the matters and facts set forth herein are true in all material respects and that this statement is made under penalty of perjury. EQUITY RESIDENTIAL PROPERTIES TRUST ----------------------------------------- Michael J. McHugh, Senior Vice President, Chief Accounting Officer and Treasurer The undersigned, Bruce C. Strohm, the Secretary of the Trust, hereby certifies that Michael J. McHugh is a Senior Vice President of the Trust and that the signature set forth above is his genuine signature. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day of September, 1997. ----------------------------------------- Bruce C. Strohm, Secretary 23 EX-5.1 3 FORM OF SPECIMEN DEPOSITORY SHARE CERTIFICATE FORM OF TEMPORARY RECEIPT-EXCHANGEABLE FOR DEFINITIVE ENGRAVED RECEIPT WHEN READY FOR DELIVERY [LOGO] NUMBER GT RECEIPT FOR DEPOSITARY SHARES, EACH REPRESENTING A 1/10 FRACTIONAL INTEREST IN A 7 1/4% SERIES G CONVERTIBLE CUMULATIVE PREFERRED SHARE OF BENEFICIAL INTEREST, PAR VALUE $.01 PER SHARE (LIQUIDATION PREFERENCE EQUAL TO $25.00 PER DEPOSITARY SHARE) [LOGO OF EQUITY RESIDENTIAL PROPERTIES TRUST] ORGANIZED UNDER THE LAWS OF THE STATE OF MARYLAND THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA OR NEW YORK, NY CUSIP 29476L 85 9 SEE REVERSE FOR CERTAIN RESTRICTIONS AND DEFINITIONS BankBoston, N.A., as Depositary (the "Depositary"), hereby certifies that is the registered owner of Depositary Shares ("Depositary Shares"), each Depositary Share representing a 1/10 fractional interest in a 7 1/4% Series G Convertible Cumulative Preferred Share of Beneficial Interest, par value $.01 per share, of Equity Residential Properties Trust, a real estate investment trust organized under the laws of the State of Maryland (the "Trust"), on deposit with the Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of September 24, 1997 (the "Deposit Agreement"), among the Trust, the Depositary and the holders from time to time of Receipts for Depositary Shares. By accepting this Receipt, the holder hereof becomes a party to and agrees to be bound by all terms and conditions of the Deposit Agreement. This Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Depositary Agreement unless it shall have been executed by the Depositary by the manual signature of a duly authorized signatory. Dated: /S/ Bruce C. Strohm /S/ Douglas Crocker II SECRETARY PRESIDENT BANKBOSTON, N.A. Depositary, Transfer Agent and Registrar /S/ Authorized Signature EQUITY RESIDENTIAL PROPERTIES TRUST THE DECLARATION OF TRUST ON FILE IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF THE STATE OF MARYLAND SETS FORTH A FULL STATEMENT OF (A) ALL OF THE DESIGNATIONS, PREFERENCES, AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION, AND OTHER RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, THE DIFFERENCES IN RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SERIES OF PREFERRED SHARES OF BENEFICIAL INTEREST. THE DEPOSITARY SHARES REPRESENTING SERIES G PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP FOR THE PURPOSE OF FACILITATING THE TRUST'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EXCEPT AS OTHERWISE PROVIDED PURSUANT TO THE DECLARATION OF TRUST OF THE TRUST, NO PERSON MAY DIRECTLY OR BENEFICIALLY OWN COMMON SHARES, PREFERRED SHARES AND/OR DEPOSITARY SHARES REPRESENTING SERIES G PREFERRED SHARES IN EXCESS OF THAT NUMBER OF SHARES WHICH EQUALS THE LESSER OF 5% (OR SUCH GREATER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF TRUSTEES OF THE TRUST) OF (A) THE NUMBER OF OUTSTANDING EQUITY SHARES OF THE TRUST AND (B) THE VALUE OF OUTSTANDING EQUITY SHARES OF THE TRUST. ANY PERSON WHO BENEFICIALLY OWNS OR ATTEMPTS OR PROPOSES TO BENEFICIALLY OWN COMMON SHARES, PREFERRED SHARES AND/OR DEPOSITARY SHARES REPRESENTING SERIES G PREFERRED SHARES IN EXCESS OF THE ABOVE LIMITATIONS MUST NOTIFY THE TRUST IN WRITING AT LEAST 15 DAYS PRIOR TO SUCH PROPOSED OR ATTEMPTED TRANSFER OR IMMEDIATELY UPON SUCH BENEFICIAL OWNERSHIP RESULTING OTHER THAN FROM SUCH TRANSFER. IF THE RESTRICTIONS ON OWNERSHIP ARE VIOLATED, THE SERIES G PREFERRED SHARES OF BENEFICIAL INTEREST REPRESENTED BY THE DEPOSITARY SHARES REPRESENTED HEREBY WILL BE DESIGNATED AND TREATED AS EXCESS SHARES WHICH WILL BE HELD IN A SPECIAL TRUST BY THE TRUST. IN SUCH EVENT, THE NUMBER OF DEPOSITARY SHARES REPRESENTED HEREBY EQUAL TO THE DEPOSITED SERIES G PREFERRED SHARES CONSTITUTING EXCESS SHARES SHALL BE CANCELED BY THE DEPOSITARY. ALL ITALICIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE DECLARATION OF TRUST OF THE TRUST. THE TRUST WILL FURNISH A COPY OF THE DECLARATION OF TRUST TO ANY HOLDER OF SHARES WITHOUT CHARGE ON WRITTEN REQUEST TO THE TRUST AT ITS PRINCIPAL PLACE OF BUSINESS. THE TRUST WILL FURNISH WITHOUT CHARGE TO EACH REGISTERED HOLDER OF A RECEIPT OF A DEPOSITARY SHARE WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE DECLARATION OF TRUST WITH RESPECT TO THE 7 1/4% SERIES G CONVERTIBLE CUMULATIVE PREFERRED SHARES OF THE TRUST. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM--as tenants in common UNIF GIFT MIN ACT -- -------------------- (Cust) (Minor) TEN ENT--as tenants by the entireties under Uniform Gifts to Minors Act JT TEN--as tenants with the right --------------------------------- of survivorship and not as (State) tenants in common UNIF TRF MIN ACT -- -------------------- (Cust) (Minor) (until age ) under Uniform Transfers to Minors Act --------------------------------- (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For Value Received, hereby sell, assign and transfer unto --------------------- Please insert social security or other identifying number of assignee ------------------------------------- | | | | ------------------------------------- - -------------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE - -------------------------------------------------------------------------------- Depositary Shares - -------------------------------------------------------------- represented by the within Receipt, and do hereby irrevocably constitute and appoint Attorney - ----------------------------------------------------------------------- to transfer the said Depositary Shares on the books of the within named Trust with full power of substitution in the premises. Dated --------------------------- ---------------------------------------- ---------------------------------------- Signature Guarantee -----END PRIVACY-ENHANCED MESSAGE-----