0000912057-01-535961.txt : 20011026
0000912057-01-535961.hdr.sgml : 20011026
ACCESSION NUMBER: 0000912057-01-535961
CONFORMED SUBMISSION TYPE: PRES14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011212
FILED AS OF DATE: 20011019
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: PRES14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12252
FILM NUMBER: 1761970
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
PRES14A
1
a2061446zpres14a.txt
PRES14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
EQUITY RESIDENTIAL PROPERTIES TRUST
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
[EQUITY RESIDENTIAL LOGO]
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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Dear Equity Residential Shareholder:
You are cordially invited to attend a special meeting of shareholders
of Equity Residential Properties Trust to be held on Wednesday, December 12,
2001, at 3:00 p.m., at One North Franklin Street, Third Floor, Chicago,
Illinois, to consider and vote on a proposal to amend Equity Residential's
Declaration of Trust to increase the total number of authorized common shares of
beneficial interest from 350,000,000 to 1,000,000,000.
Holders of record of Equity Residential common shares at the close of
business on October 29, 2001, will be entitled to vote at the special meeting
and any adjournments.
Your vote is very important. In addition to voting by signing, dating
and mailing the enclosed proxy card, you may vote by using a toll-free telephone
number or the Internet. If you attend the special meeting and prefer to vote in
person, you may do so. Whether you plan to attend the special meeting or not, we
encourage you to vote as soon as possible so that your shares will be
represented at the special meeting.
By Order of the Board of Trustees,
Bruce C. Strohm
Executive Vice President, General Counsel
and Secretary
Two North Riverside Plaza
Chicago, Illinois
November 6, 2001
EQUITY RESIDENTIAL PROPERTIES TRUST
TWO NORTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606
-------------------------------------------------------------------------------
PROXY STATEMENT
-------------------------------------------------------------------------------
This Proxy Statement is being furnished in connection with the
solicitation of proxies on behalf of the Board of Trustees of Equity Residential
Properties Trust ("Equity Residential" or "Company") for use at the Special
Meeting of Shareholders to be held on Wednesday, December 12, 2001, at 3:00
p.m., at One North Franklin Street, Third Floor, Chicago, Illinois, and any
adjournments thereof (the "Special Meeting"). At the Special Meeting, holders of
common shares will vote on the proposal to amend the Company's Second Amended
and Restated Declaration of Trust (the "Declaration of Trust"), to increase the
number of authorized shares of beneficial interest as described in this Proxy
Statement.
WHY IS THIS SPECIAL MEETING BEING CALLED?
Equity Residential is presently authorized by its Declaration of Trust
to issue up to 350,000,000 common shares. After giving effect to the 2-for-1
share split in October 2001, [__________] common shares were issued and
outstanding as of October 29, 2001 and [__________] common shares have been
reserved for issuance for purposes of conversion of outstanding convertible
securities, dividend reinvestment and direct purchases, and share options and
share purchases under shareholder approved employee benefit plans, leaving only
[__________] common shares available for issuance. Consequently, the Company may
not have a sufficient number of authorized common shares available if necessary
for future mergers and acquisitions, capital raising activities, share splits
and other legitimate corporate purposes. Accordingly, the Board of Trustees
proposes to amend the Company's Declaration of Trust to increase the number of
authorized common shares from 350,000,000 to 1,000,000,000 so that sufficient
additional common shares will be available for issuance from time to time for
such purposes.
WHAT IS THE BOARD'S RECOMMENDATION?
The Board of Trustees has unanimously approved the proposed amendment
and recommends that you vote FOR the proposal. If no instructions are indicated
on your properly signed proxy, the representatives holding proxies will vote for
the proposal in accordance with the recommendations of the Board of Trustees.
WHO IS ENTITLED TO VOTE?
You will be entitled to vote your shares on the proposal if you held
your shares as of the close of business on October 29, 2001. Each of the shares
outstanding on that date is entitled to one vote on the proposal.
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSAL?
The affirmative vote of at least two-thirds of all the outstanding
common shares is necessary to approve the proposed amendment to the Company's
Declaration of Trust. Abstentions and broker non-votes will have the effect of a
"NO" vote as to the proposed amendment.
HOW DO I VOTE?
YOUR VOTE IS IMPORTANT. Shareholders can vote in person at the Special
Meeting or by proxy. If you are a registered shareholder (that is, if you hold
your shares in your own name and not through a broker or other nominee), there
are three ways to vote by proxy:
o BY TELEPHONE: You can vote by touch-tone telephone using the
toll-free number 1-877-PRX-VOTE (1-877-779-8683) and following
the instructions on the proxy card;
o BY INTERNET: You can vote by Internet by going to the website
at HTTP://WWW.EPROXYVOTE.COM/EQR and following the
instructions provided; or
o BY MAIL: You can vote by mail by signing, dating and mailing
the enclosed proxy card in the envelope provided.
If you vote by proxy, the individuals named on the proxy card as
representatives will vote your shares in the manner you indicate.
If you hold your shares in "street name" through a broker, you will
need to give your broker instructions on how to vote. Please follow the
directions provided by your broker to vote your shares. The directions accompany
this Proxy Statement.
WHAT CONSTITUTES A QUORUM?
The presence at the Special Meeting, in person or by proxy, of the
holders of a majority of the common shares outstanding on the record date of
October 29, 2001, will constitute a quorum, permitting the meeting to conduct
its business. As of the record date, a total of [____________] common shares
were outstanding and entitled to vote. If you have returned valid proxy
instructions (whether by mail, by phone or by Internet) or attend the meeting in
person, your shares will be counted for the purpose of determining whether there
is a quorum.
Abstentions and broker non-votes count for quorum purposes but they
have the same effect as votes AGAINST the proposal. A broker non-vote occurs
when a broker does not submit a vote on a proposal such as the one described in
this Proxy Statement because the beneficial owner of the shares (your shares if
you have invested in the Company through your brokerage account) has not
provided the broker with instructions on how to vote the shares.
CAN I REVOKE OR CHANGE MY PROXY?
Yes, you may change or revoke your proxy at any time before the Special
Meeting. To do so, you must advise the Secretary of Equity Residential in
writing before your shares are voted by the representatives at the Special
Meeting, deliver later proxy instructions, or attend the Special Meeting and
vote your shares in person. The powers of the proxy holders will be suspended if
you attend the Special Meeting in person and so request, but attendance at the
Special Meeting will not by itself revoke a previously granted proxy.
WHO PAYS THE COST OF THIS PROXY SOLICITATION?
Equity Residential will pay the cost of this proxy solicitation. In
addition to soliciting proxies by mail, the Company has hired MacKenzie
Partners, Inc. to assist in distributing and soliciting proxies and will pay
$6,500 plus reasonable out-of-pocket expenses for these services. The Company
will, upon request, reimburse brokers, banks and other nominees for their
reasonable expenses in sending proxy materials to their principals and obtaining
their proxies. We also expect that some of our employees will solicit Equity
Residential common shareholders personally and by telephone. None of these
employees will receive any additional or special compensation for doing this.
WHY HAVE WE SENT YOU THESE PROXY MATERIALS?
We sent you these proxy materials because our Board of Trustees is
requesting that you allow your common shares to be represented at the Special
Meeting by the proxies named in the enclosed proxy card. This Proxy Statement
contains information that we are required to provide you under the rules of the
Securities and Exchange Commission ("SEC") and that is designed to assist you in
voting your shares on the proposal. On November 6, 2001, we began mailing these
proxy materials to all shareholders of record at the close of business on
October 29, 2001.
PROPOSAL TO AMEND THE COMPANY'S DECLARATION OF TRUST
TO INCREASE THE NUMBER OF AUTHORIZED SHARES
The Board of Trustees unanimously recommends that shareholders approve
an amendment (the "Amendment") to Equity Residential's Declaration of Trust to
increase the total number of authorized common shares of beneficial interest
from 350,000,000 to 1,000,000,000, resulting in an increase of the total number
of authorized common and preferred shares from 450,000,000 to 1,100,000,000 (the
"Increase"). The number of authorized preferred shares would remain at
100,000,000. The additional authorized common shares would have the same rights
and privileges as the common shares currently authorized and issued. If the
Amendment is approved by the shareholders, it will become effective upon filing
a Certificate of Amendment to the Declaration of Trust with the Maryland State
Department of Assessments and Taxation.
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT
After giving effect to the 2-for-1 share split in October 2001, Equity
Residential had as of October 29, 2001 [___________] common shares issued and
outstanding, and [__________] common shares reserved for issuance to provide for
conversion of outstanding convertible securities, dividend reinvestment and
direct purchases, and share options and share purchases under shareholder
approved employee benefit plans. Thus, only [_________] common shares of the
350,000,000 authorized common shares currently remain available for issuance. As
a result, the Company may not have a sufficient number of authorized common
shares available for issuance for future mergers and acquisitions, capital
raising activities, share splits and other legitimate corporate purposes.
The purpose of the proposed Amendment is to provide Equity Residential
with enough authorized common shares for future mergers and acquisitions and
capital raising activity in a manner consistent with its established past
practices, the possibility of a future 2-for-1 share split, as well other
general corporate purposes, including issuance of shares under its dividend
reinvestment and direct purchase plan and shares, share options and share
purchases under shareholder approved employee benefit plans. The Board of
Trustees believes that the Increase in the total number of authorized common
shares will help Equity Residential to meet its future needs and enhance its
flexibility to respond quickly to market opportunities and conditions. Failure
to implement the proposed Amendment could, in effect, prevent Equity Residential
from continuing the pursuit of its successful growth and capital markets
strategies.
The Board of Trustees will determine whether, when and on what terms
the issuance of common shares may be warranted in connection with any of these
purposes. Equity Residential has no immediate plans with respect to the issuance
of any of the additional shares that would be authorized by the Amendment. If
the Increase is approved by the shareholders, the additional common shares will
be available for issuance from time to time without further action by the
shareholders, unless required by applicable law, regulatory agencies or the
rules of any stock exchange or national securities association trading system in
which the common shares are then listed or quoted. Under the Company's
Declaration of Trust, shareholders do not have preemptive rights with respect to
the common shares.
The Company has not proposed the Increase with the intention of using
the additional common shares for anti-takeover purposes, although the Company
could theoretically use the additional shares in the future to make it more
difficult or to discourage an attempt to acquire control of the Company. As of
this date, the Company is unaware of any pending or threatened efforts to
acquire control of the Company.
VOTE REQUIRED
The affirmative vote of at least two-thirds of all the outstanding
common shares is necessary to approve the proposed Amendment. Abstentions and
broker non-votes will have the effect of a "NO" vote as to the proposed
amendment to the Declaration of Trust.
RECOMMENDATION
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
APPROVAL OF THE AMENDMENT TO THE COMPANY'S DECLARATION OF TRUST TO INCREASE THE
NUMBER OF AUTHORIZED COMMON SHARES.
SHARE OWNERSHIP OF TRUSTEES AND MANAGEMENT
The following table sets forth information as of October 12, 2001,
concerning the beneficial ownership of the Company's common shares by each
trustee, its five most highly compensated executive officers for the 2000
calendar year, and the trustees and all executive officers as a group.
NUMBER OF SHARES UPON PERCENT OF
COMMON EXERCISE OF COMMON
NAME SHARES(1) OPTIONS(2) TOTAL(1) SHARES(1)
---- ------------- ----------- ----------- -----------
Samuel Zell 6,561,492(3) 1,907,020 8,468,512 2.86%
Douglas Crocker II 744,618(4) 2,496,268 3,240,886 1.09%
John W. Alexander 29,494 90,000 119,594 *
Stephen O. Evans 2,175,624(5) 13,332 2,188,956 *
Henry H. Goldberg 699,394(6) 70,000 769,394 *
Errol R. Halperin 20,214(7) 100,000 120,214 *
James D. Harper, Jr. 19,654 90,000 109,654 *
Boone A. Knox 3,233,416(8) 30,000 3,263,416 1.11%
Edward Lowenthal 215,918(9) 23,332 239,250 *
Jeffrey H. Lynford 101,780 33,332 135,112 *
Sheli Z. Rosenberg 257,910(10) 317,484 575,394 *
Gerald A. Spector 515,062(11) 1,165,914 1,680,976 *
Michael N. Thompson 229,780(12) 30,000 259,780 *
B. Joseph White 17,338 80,000 97,338 *
Edward J. Geraghty 68,564 132,776 201,340 *
David J. Neithercut 94,396(13) 622,232 716,628 *
Frederick C. Tuomi 89,208 394,510 483,718 *
Trustees and Executive
Officers as a
Group (22 persons) 15,552,876 9,018,334 24,571,210 8.12%
--------------------------------
* Less than 1%.
(1) Calculated in accordance with applicable rules of the SEC.
(2) Reflects common shares which may be acquired within 60 days after
October 12, 2001 through the exercise of share options.
(3) Includes 4,875,252 limited partnership interests ("OP Units") in ERP
Operating Limited Partnership (the "Operating Partnership"). OP Units
are exchangeable on a one-for-one basis into
common shares. Also includes 60,000 common shares beneficially owned by
the Zell Family Foundation. Mr. Zell disclaims beneficial ownership of
1,141,988 common shares (including the 60,000 common shares held by the
Zell Family Foundation and assuming the exchange of 1,081,988 OP Units)
because the economic benefits with respect to such common shares are
attributable to other persons. EGIL Investments, Inc. has beneficial
ownership of 1,074,512 OP Units. Under a stockholder's agreement dated
December 31, 1999 among certain Zell family trusts and certain Robert
Lurie family trusts, the Zell trusts have the power to vote and to
dispose of the common shares and OP Units beneficially owned by EGI
Holdings, Inc. and the Lurie trusts have the power to vote and to
dispose of the common shares and OP Units beneficially owned by EGIL
Investments, Inc.
(4) Includes 17,650 common shares beneficially owned by Mr. Crocker's
spouse, as to which Mr. Crocker disclaims beneficial ownership. Also
includes 350,000 common shares beneficially owned by MWC Partners, L.P.
("MWC"), of which Mr. Crocker is the sole general partner. The sole
limited partner of MWC is a trust created for the benefit of Mr.
Crocker's spouse and Mr. Crocker's children.
(5) Includes 100,000 common shares and 135,550 OP Units beneficially owned
by The Evans Family Limited Liability Company, of which Mr. Evans
serves as the manager. Also includes 10,600 common shares beneficially
owned by The Evans Charitable Foundation, a not-for-profit corporation,
of which Mr. Evans serves as chairman. Also includes 178,298 OP Units
beneficially owned by The Evans Family Revocable Trust, of which Mr.
Evans serves as the trustee. As such, Mr. Evans may be deemed the
beneficial owner of all the foregoing common shares and OP Units. Also
includes 1,733,374 OP Units beneficially owned by limited partnerships
(collectively, the "EW LPs"), of which Mr. Evans serves as a general
partner and has a 50% ownership interest. As such, Mr. Evans may be
deemed the beneficial owner of approximately 50% of the common shares
and OP Units beneficially owned by the EW LPs. Mr. Evans disclaims
beneficial ownership of the other 50% interest in such common shares
and OP Units, which are beneficially owned by other persons.
(6) Includes 244,536 OP Units.
(7) Includes 2,000 common shares beneficially owned by Mr. Halperin's
spouse, as to which Mr. Halperin disclaims beneficial ownership.
(8) Includes 2,347,898 common shares beneficially owned by Knox, Ltd., of
which Mr. Knox is the general partner, and includes 6,774 common shares
beneficially owned by BT Investments, of which Mr. Knox is the managing
partner. Mr. Knox disclaims beneficial ownership of the common shares
owned by Knox, Ltd. and BT Investments, except to the extent of his
pecuniary interest in 302,232 common shares. Also includes 6,228 common
shares beneficially owned by Mr. Knox's spouse and 848 common shares
beneficially owned by Mr. Knox, not individually, but as custodian for
his niece and nephew, as to all of which Mr. Knox disclaims beneficial
ownership. Also includes 349,022 common shares beneficially owned by
the Knox Foundation, of which Mr. Knox is the trustee. Mr. Knox
disclaims beneficial ownership of the common shares owned by the Knox
Foundation. Also includes 346,548 common shares beneficially owned by
Folkstone Limited Partnership ("FLP"), of which Mr. Knox became a
general partner on August 23, 2000. Mr. Knox disclaims beneficial
ownership of the common shares owned by FLP except to the extent of his
pecuniary interest therein.
(9) Includes 98,356 common shares beneficially owned by Mr. Lowenthal's
spouse, as to which Mr. Lowenthal disclaims beneficial ownership. Also
includes 9,800 common shares beneficially owned by The Lowenthal Family
Foundation. Mr. Lowenthal is the chairman of The Lowenthal Family
Foundation and disclaims beneficial ownership of the common shares.
(10) Includes 32,400 common shares beneficially owned by Ms. Rosenberg's
spouse, as to which Ms. Rosenberg disclaims beneficial ownership. Also
includes 3,056 OP Units.
(11) Includes 246,094 common shares beneficially owned by Mr. Spector's
spouse, and 4,674 common shares beneficially owned by Mr. Spector as
custodian for his minor children, as to all of which Mr. Spector
disclaims beneficial ownership. Also includes 3,366 OP Units.
(12) Includes 838 common shares beneficially owned by Mr. Thompson's
children and 8,414 common shares beneficially owned by Mr. Thompson's
spouse, as to all of which Mr. Thompson disclaims beneficial ownership.
Also includes 1,060 common shares beneficially owned in joint tenancy
by Mr. Thompson and his spouse.
(13) Includes 7,750 common shares and an additional 2,224 common shares,
assuming the conversion of 2,000 Series E Convertible Preferred Shares,
all of which are beneficially owned by Mr. Neithercut's children, and
as to all of which Mr. Neithercut disclaims beneficial ownership.
SHARE OWNERSHIP OF PRINCIPAL SHAREHOLDERS
This table sets forth information with respect to persons who are known
to own more than 5% of the Company's outstanding common shares.
NUMBER OF PERCENTAGE OF
COMMON SHARES COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) SHARES (1)
------------------------------------ ---------------------- -------------
FMR Corp.(2)
82 Devonshire Street
Boston, MA 02109 30,104,392 11.434%
------------------------
(1) The number of common shares beneficially owned is calculated as of
December 31, 2000, as adjusted for the 2-for-1 share split in October
2001, and is based on SEC regulations governing the determination of
beneficial ownership of securities.
(2) Amendment No. 8 to Schedule 13G of the reporting persons filed with the
SEC on February 14, 2001 states that FMR Corp. has sole power to vote
or direct the vote of 1,947,600 common shares and has the sole power to
dispose or direct the disposition of 30,104,392 common shares. Of these
shares, Fidelity Management & Research Company, a wholly owned
subsidiary of FMR Corp., is reported as the beneficial owner of
28,065,192 shares as a result of its acting as an investment advisor to
various Fidelity funds, and Edward C. Johnson 3d, FMR Corp.'s chairman,
and FMR Corp., through its control of Fidelity Management, each is
reported as having sole power to dispose of the 28,065,192 shares owned
by the Fidelity funds, but no power to vote or direct the voting of the
shares. Fidelity Management Trust Company, a wholly owned subsidiary of
FMR Corp., is the beneficial owner of 2,039,200 shares as a result of
its serving as investment manager of certain
institutional accounts. Mr. Johnson 3d and FMR Corp., through its
control of Fidelity Management Trust Company, each are reported as
having sole dispositive power over 2,039,200 of these shares and sole
power to vote or direct the voting of 1,947,600 of such shares. The
Schedule 13G also states that Mr. Johnson 3d owns 12% of the
outstanding voting stock of FMR Corp. and that Abigail P. Johnson, a
director, owns 24.5% of the outstanding voting stock of FMR Corp.
SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING
Shareholder proposals intended to be presented at the 2002 Annual
Meeting of Shareholders must be received by the Secretary of the Company no
later than November 30, 2001, in order to be considered for inclusion in our
2002 Proxy Statement.
OTHER MATTERS
The Board knows of no other matters to be presented for shareholder
action at the Special Meeting. If any other matters are properly presented at
the Special Meeting for action, it is intended that the persons named in the
proxies will vote upon such matters in accordance with their best judgment.
By Order of the Board of Trustees
Bruce C. Strohm,
Executive Vice President, General Counsel
and Secretary
Chicago, Illinois
November 6, 2001
[EQUITY RESIDENTIAL LOGO]
1208-SPS-01
DETACH HERE
PROXY
EQUITY RESIDENTIAL PROPERTIES TRUST
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 12, 2001
The undersigned shareholder of Equity Residential Properties Trust, a
Maryland real estate investment trust (the "Company") hereby appoints DOUGLAS
CROCKER II and BRUCE C. STROHM, or either of them (the "Representatives"), with
full power of substitution, as proxies for the undersigned to represent the
undersigned at the Special Meeting and to vote all Common Shares of the Company
which the undersigned may be entitled to vote at the Special Meeting of
Shareholders of the Company to be held in Chicago, Illinois, on December 12,
2001, and any adjournment thereof. The undersigned hereby acknowledges receipt
of the Notice of the Special Meeting of Shareholders and of the accompanying
Proxy Statement and revokes any proxy heretofore given with respect to such
Common Shares.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES ON THE REVERSE SIDE. IF YOU DO NOT MARK ANY BOXES, YOUR PROXY WILL BE
VOTED IN ACCORDANCE WITH THE BOARD OF TRUSTEES' RECOMMENDATION. THE
REPRESENTATIVES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
Note: If you plan to attend the Special Meeting in person, please let
us know by marking the enclosed proxy card in the space provided.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SEE REVERSE
SIDE SIDE
EQUITY RESIDENTIAL
PROPERTIES TRUST
C/O EQUISERVE
P.O. BOX 9398
BOSTON, MA 02205-9398
VOTE BY TELEPHONE
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
1-877-PRX-VOTE (1-877-779-8683)
FOLLOW THESE FOUR EASY STEPS:
1. READ THE ACCOMPANYING PROXY STATEMENT
AND PROXY CARD.
2. CALL THE TOLL-FREE NUMBER
1-877-PRX-VOTE (1-877-779-8683)
3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER LOCATED ON YOUR PROXY CARD ABOVE
YOUR NAME.
4. FOLLOW THE RECORDED INSTRUCTIONS.
YOUR VOTE IS IMPORTANT!
Call 1-877-PRX-VOTE anytime!
VOTE BY INTERNET
It's fast, convenient, and your vote is immediately
confirmed and posted.
FOLLOW THESE FOUR EASY STEPS:
1. READ THE ACCOMPANYING PROXY STATEMENT
AND PROXY CARD.
2. GO TO THE WEBSITE
HTTP://WWW.EPROXYVOTE.COM/EQR
3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER LOCATED ON YOUR PROXY CARD ABOVE
YOUR NAME.
4. FOLLOW THE INSTRUCTIONS PROVIDED.
YOUR VOTE IS IMPORTANT!
Go to HTTP://WWW.EPROXYVOTE.COM/EQR anytime!
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.
DETACH HERE
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" PROPOSAL 1.
1. Authority to vote for approval of the amendment to the Company's Declaration
of Trust to increase the number of authorized common shares available for
issuance.
FOR / /
AGAINST / /
ABSTAIN / /
In their discretion, the Representatives are authorized to vote upon such
other matters as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF
NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR AUTHORITY
TO VOTE FOR APPROVAL OF THE AMENDMENT TO THE COMPANY'S
DECLARATION OF TRUST TO INCREASE THE NUMBER OF AUTHORIZED
COMMON SHARES AVAILABLE FOR ISSUANCE.
MARK HERE
TO DISCONTINUE
EXTRA ANNUAL
REPORT / /
MARK HERE FOR MARK HERE IF YOU
ADDRESS CHANGE PLAN TO ATTEND
AND NOTE AT LEFT / / THE MEETING / /
Note: Please sign as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title
under signature.
Signature _________________________ Date: ____________ Signature: ______________________ Date: ___________