-----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, UvJRv/zFaauqAQVOhhflDruwTwAhAfBkxSO9fi6y2NMi9VG7qd5XifF0Sz5Wdjq7 IKu2wAvzcR5Uq6DGv5R9ug== 0000936924-97-000037.txt : 19970526 0000936924-97-000037.hdr.sgml : 19970526 ACCESSION NUMBER: 0000936924-97-000037 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970523 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST CENTRAL INDEX KEY: 0000906107 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363877868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12252 FILM NUMBER: 97613852 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 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 8-A REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 EQUITY RESIDENTIAL PROPERTIES TRUST (Exact Name of Registrant as Specified in Its Charter) MARYLAND 36-3877868 (State of Incorporation (IRS Employer Identification No.) or Organization) TWO NORTH RIVERSIDE PLAZA 60606 CHICAGO, ILLINOIS (zip code) (Address of principal executive offices) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: TITLE OF EACH CLASS Name of Each Exchange on Which TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED Series E Cumulative Convertible New York Stock Exchange Preferred Shares of Beneficial Interest Series F Cumulative Redeemable New York Stock Exchange Preferred Shares of Beneficial Interest SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None. Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The description of the Series E Cumulative Convertible Preferred Shares of Beneficial Interest ("Series E Preferred") to be registered hereunder set forth under the caption "Description of Series A Cumulative Convertible Preferred Shares" in Wellsford Residential Property Trust's Registration Statement on Form S-11 (Registration No. 33-69868) dated October 1, 1993 and in Amendments Nos. 1 and 2 thereto dated October 22, 1993, and November 4, 1993, respectively, is hereby incorporated herein by reference. The Series E Preferred is being issued in connection with the merger of the Registrant and Wellsford Residential Property Trust ("Wellsford"). The description of the Series F Cumulative Redeemable Preferred Shares of Beneficial Interest ("Series F Preferred") to be registered hereunder set forth under the caption "Description of Registrant's Securities to be Registered" in Wellsford Residential Property Trust's Registration Statement on Form 8-A dated September 5, 1995, is hereby incorporated by reference. The Series F Preferred is being issued in connection with the merger of the Registrant and Wellsford. Item 2. EXHIBITS The securities described herein are to be listed on the New York Stock Exchange on which other securities of the Registrant are registered. Accordingly, the following exhibits required in accordance with Part I to the Instructions as to exhibits on Form 8-A have been duly filed with, or incorporated by reference in, the Form filed with the Securities and Exchange Commission, but are neither filed with, nor incorporated by reference in, copies of this form to be filed with the New York Stock Exchange. NUMBER DESCRIPTION 1 Copy of Amendment No. 2 to the Registrant's Registration Statement on Form S-4 (No. 333-24653) 4.1 Amended and Restated Declaration of Trust of Equity Residential Properties Trust 4.2 Amended and Restated By-Laws of Equity Residential Properties Trust 5.1 Specimen Series E Cumulative Convertible Preferred Share Certificate 5.2 Specimen Series F Cumulative Redeemable Preferred Share Certificate 13.1 Equity Residential Properties Trust Annual Report on Form 10-K for the year ended December 31, 1996 13.2 Equity Residential Properties Trust Annual Report Shareholders for the year ended December 31, 1996 13.3 Equity Residential Properties Trust Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. EQUITY RESIDENTIAL PROPERTIES TRUST (Registrant) By:/S/ BRUCE C. STROHM Bruce C. Strohm Executive Vice President, Secretary and General Counsel Date: May 22, 1997 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION *1 Copy of Amendment No. 2 to the Registrant's Registration Statement on Form S-4 (No. 333-24653) *4.1 Amended and Restated Declaration of Trust of Equity Residential Properties Trust [Incorporated by reference to Exhibit 99.1 to Amendment No. 2 to the Registrant's Registration Statement No. 333-24653 on Form S-4] *4.2 Amended and Restated Bylaws of Equity Residential Properties Trust [Incorporated by reference to Exhibit 99.2 to Amendment No. 2 to the Registrant's Registration Statement No. 333-24653 on Form S-4] 5.1 Specimen Series E Cumulative Convertible Preferred Share Certificate 5.2 Specimen Series F Cumulative Redeemable Preferred Share Certificate *13.1 Equity Residential Properties Trust Annual Report on Form 10-K for the year ended December 31, 1996 (Commission File No. 1-2252) *13.2 Equity Residential Properties Trust Annual Report Shareholders for the year ended December 31, 1996 [Incorporated by reference to Exhibit 13 to Annual Report on Form 10-K for the year ended December 31, 1996 Commission File No. 1-2252] *13.3 Equity Residential Properties Trust Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (Commission File No. 1-2252) * These exhibits are incorporated by reference in this registration statement in accordance with Part I to the Instructions as to exhibits on Form 8-A. EX-5.1 2 EXHIBIT 5.1 SERIES E CUMULATIVE CONVERTIBLE EQUITY PREFERRED SHARES OF BENEFICIAL INTEREST, RESIDENTIAL PROPERTIES TRUST PAR VALUE $.01 PER SHARE ORGANIZED UNDER THE LAWS OF THE STATE OF MARYLAND (LIQUIDATION PREFERENCE EQUAL TO $25.00 PER SHARE) THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA OR NEW YORK, NY CUSIP ___________ SEE REVERSE FOR CERTAIN RESTRICTIONS AND DEFINITIONS Number This certifies that is the owner of FULLY PAID AND NONASSESSABLE PREFERRED SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01 PER SHARE ("PREFERRED SHARES") IN Equity Residential Properties Trust, a real estate investment trust formed under the laws of the State of Maryland, which Preferred Shares are held subject to the Declaration of Trust and Bylaws of the Trust and any amendments thereto. Such Declaration of Trust is filed and on record with the State Department of Assessments and Taxation of Maryland. The holder hereof has no interest, legal or equitable, in any specific property of the Trust and no transfer of this Certificate will be effective until this Certificate has been surrendered to the offices of the Transfer Agent and the transfer recorded in the books of the Registrar. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Trust and the facsimile signatures of its duly authorized officers. Dated: Countersigned and Registered: THE FIRST NATIONAL BANK OF BOSTON By: Transfer Agent and Registrar Authorized Signature SECRETARY PRESIDENT SEAL EQUITY RESIDENTIAL PROPERTIES TRUST IMPORTANT NOTICE 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 TRUST WILL FURNISH TO ANY SHAREHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 8- 203(d) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE TRUST AT ITS PRINCIPAL OFFICE OR TO THE TRANSFER AGENT. THE SECURITIES 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 (UNLESS SUCH PERSON IS AN EXCEPTED PERSON) MAY DIRECTLY OR INDIRECTLY OWN COMMON SHARES AND/OR 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 ATTEMPTS OR PROPOSES TO DIRECTLY OR INDIRECTLY OWN COMMON SHARES AND/OR 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. ALL ITALICIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE DECLARATION OF TRUST OF THE TRUST, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON OWNERSHIP ARE VIOLATED, THE SECURITIES REPRESENTED HEREBY WILL BE DESIGNATED AND TREATED AS EXCESS SHARES PURSUANT TO THE DECLARATION OF TRUST OF THE TRUST. 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 - TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as tenants with the right of survivorship and not as under Uniform Gifts to Minors Act tenants in common (State) 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 Series E Cumulative Convertible Preferred Shares of Beneficial Interest represented by the within Certificate, and do hereby irrevocably constitute and appoint attorney to transfer the said shares on the books of the within named Trust with full power of substitution in the premises. Dated Signature Guarantee EX-5.2 3 EXHIBIT 5.2 SERIES F CUMULATIVE REDEEMABLE EQUITY PREFERRED SHARES OF BENEFICIAL INTEREST, RESIDENTIAL PROPERTIES TRUST PAR VALUE $.01 PER SHARE ORGANIZED UNDER THE LAWS OF THE STATE OF MARYLAND (LIQUIDATION PREFERENCE EQUAL TO $25.00 PER SHARE) THIS CERTIFICATE IS TRANSFERABLE IN BOSTON, MA OR NEW YORK, NY CUSIP __________ SEE REVERSE FOR CERTAIN RESTRICTIONS AND DEFINITIONS Number This certifies that is the owner of FULLY PAID AND NONASSESSABLE PREFERRED SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01 PER SHARE ("PREFER1RED SHARES") IN Equity Residential Properties Trust, a real estate investment trust formed under the laws of the State of Maryland, which Preferred Shares are held subject to the Declaration of Trust and Bylaws of the Trust and any amendments thereto. Such Declaration of Trust is filed and on record with the State Department of Assessments and Taxation of Maryland. The holder hereof has no interest, legal or equitable, in any specific property of the Trust and no transfer of this Certificate will be effective until this Certificate has been surrendered to the offices of the Transfer Agent and the transfer recorded in the books of the Registrar. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Trust and the facsimile signatures of its duly authorized officers. Dated: Countersigned and Registered: THE FIRST NATIONAL BANK OF BOSTON By: Transfer Agent and Registrar Authorized Signature SECRETARY PRESIDENT SEAL EQUITY RESIDENTIAL PROPERTIES TRUST IMPORTANT NOTICE 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 TRUST WILL FURNISH TO ANY SHAREHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 8- 203(d) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE TRUST AT ITS PRINCIPAL OFFICE OR TO THE TRANSFER AGENT. THE SECURITIES 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 (UNLESS SUCH PERSON IS AN EXCEPTED PERSON) MAY DIRECTLY OR INDIRECTLY OWN COMMON SHARES AND/OR 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 ATTEMPTS OR PROPOSES TO DIRECTLY OR INDIRECTLY OWN COMMON SHARES AND/OR 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. ALL ITALICIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE DECLARATION OF TRUST OF THE TRUST, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. IF THE RESTRICTIONS ON OWNERSHIP ARE VIOLATED, THE SECURITIES REPRESENTED HEREBY WILL BE DESIGNATED AND TREATED AS EXCESS SHARES PURSUANT TO THE DECLARATION OF TRUST OF THE TRUST. 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 - TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as tenants with the right of survivorship and not as under Uniform Gifts to Minors Act tenants in common (State) 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 Series F Cumulative Redeemable Preferred Shares of Beneficial Interest represented by the within Certificate, and do hereby irrevocably constitute and appoint attorney to transfer the said shares on the books of the within named Trust with full power of substitution in the premises. Dated Signature Guarantee -----END PRIVACY-ENHANCED MESSAGE-----