-----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, U7FQgJhCzvPrhcfEQrWohQqSh8KQj3L7p9zlsIVHhhcL0URsl7mac/eCPkpKw+i1 nND9WzYuVvV38riIcNQXFA== 0000950131-96-002520.txt : 19960530 0000950131-96-002520.hdr.sgml : 19960530 ACCESSION NUMBER: 0000950131-96-002520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960528 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960529 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY RESIDENTIAL PROPERTIES TRUST CENTRAL INDEX KEY: 0000906107 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363877868 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12252 FILM NUMBER: 96573949 BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLZ STREET 2: STE 450 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124741300 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 MAY 23, 1996 (Date of Report) EQUITY RESIDENTIAL PROPERTIES TRUST (Exact Name of Registrant as Specified in its Charter) 1-12252 (Commission File No.) Maryland 36-3877868 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation) Two North Riverside Plaza, Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code) (312) 474-1300 (Registrant's Telephone Number, Including Area Code) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS ACQUISITIONS Equity Residential Properties Trust and its subsidiaries (the "Company") has acquired 10 multifamily residential properties during the period from February 1, 1996 through May 22, 1996. The cash portion of these transactions was financed primarily through the Company's line of credit. The Company has also made commitments to acquire an additional 18 properties which are discussed in Item 5 (the "1996 Probable Properties"). Capitalized terms not defined herein are used as defined in the Company's Annual Report on Form 10-K for the year ended December 31, 1995. DESERT PARK APARTMENTS, LAS VEGAS, NEVADA On February 1, 1996, Equity Residential Properties Management Corp. II transferred to the Company its interest in a multifamily residential property located in Las Vegas, Nevada ("Desert Park"), subject to $8.1 million of indebtedness, in exchange for the forgiveness of a $2.7 million note payable to the Company. Desert Park was approximately 92% occupied as of May 1, 1996. The property consists of 368 units on approximately 15 acres. Amenities include a swimming pool, jogging track, spa, basketball and tennis courts, recreation building, mini storage spaces, a car care center and a manager's office. The property was constructed in 1987. 7979 WESTHEIMER APARTMENTS, HOUSTON, TEXAS On February 7, 1996, the Company acquired a multifamily residential property located in Houston, Texas ("7979 Westheimer"). 7979 Westheimer was approximately 93% occupied as of May 1, 1996. The property consists of 459 units in 30 two and three-story residential buildings and one two-story leasing office/clubhouse on approximately 15 acres. Amenities include a clubhouse, six swimming pools, a fitness room, microwaves in all units and washer/dryers in 136 units. The property was constructed in 1973. Property management services are being provided by the Company. TERMS OF PURCHASE 7979 Westheimer was purchased from an unaffiliated third party for approximately $13.9 million. The purchase of this property was funded primarily from proceeds from the February 1996 Common Share Offering. THE VININGS AT CORAL SPRINGS APARTMENTS, CORAL SPRINGS, FLORIDA On February 27, 1996, the Company acquired a multifamily residential property located in Coral Springs, Florida ("The Vinings at Coral Springs"). The Vinings at Coral Springs was approximately 91% occupied as of May 1, 1996. The property consists of 275 units in 11 two and three-story residential buildings and one single-story clubhouse/leasing center on approximately 14 acres. Amenities include a swimming pool, tennis court, children's recreation area, volleyball court, fitness center, full size washer/dryers, screened balconies/patios and the property is a gated community. The property was constructed in 1995. Property management services are being provided by the Company. 2 TERMS OF PURCHASE The Vinings at Coral Springs was purchased from an unaffiliated third party for approximately $19.4 million. The purchase of this property was funded primarily from proceeds from the February 1996 Common Share Offering. THE PLANTATIONS APARTMENTS, CARY, NORTH CAROLINA On March 1, 1996, the Company acquired a multifamily residential property located in Cary, North Carolina ("The Plantations"). The Plantations was approximately 97% occupied as of May 1, 1996. The property consists of 344 units in 34 three-story residential buildings, one single-story office/clubhouse, and one single-story model center on approximately 28 acres. Amenities include a clubhouse, two swimming pools, fitness room, sauna/steam room, sand volleyball court, basketball court, vaulted ceilings, fireplaces and washer/dryer connections throughout (machines provided in select units). The property was constructed in phases between 1993 and 1995. Property management services are being provided by the Company. TERMS OF PURCHASE The Plantations was purchased from an unaffiliated third party for approximately $19.8 million, which included the assumption of mortgage indebtedness of approximately $4.9 million. The cash portion of the purchase was funded primarily from the Company's line of credit. OXFORD & SUSSEX APARTMENTS, SUNRISE, FLORIDA On March 5, 1996, the Company acquired a multifamily residential property located in Sunrise, Florida ("Oxford & Sussex"). Oxford & Sussex was approximately 94% occupied as of May 1, 1996. The property consists of 144 units in 13 two-story residential buildings and two single-story clubhouse/leasing center buildings on approximately nine acres. Amenities include two lighted swimming pools, two children's recreation areas, fitness center, clubhouse, picnic area with barbecue grills, jogging trail, stackable washer/dryers and walk-in closets. The property was constructed in 1988. Property management services are being provided by the Company. TERMS OF PURCHASE Oxford & Sussex was purchased from an unaffiliated third party for approximately $7.1 million. The purchase of this property was funded primarily from the Company's line of credit. 3 THE PINES OF CLOVERLANE APARTMENTS, ANN ARBOR, MICHIGAN On March 12, 1996, the Company acquired a multifamily residential property located in Ann Arbor, Michigan ("Pines of Cloverlane"). Pines of Cloverlane was approximately 94% occupied as of May 1, 1996. The property consists of 592 units in 62 two and three-story buildings with two single-story clubhouses on approximately 62 acres. Amenities include two swimming pools (one indoor), two clubhouses, three lighted tennis courts, volleyball court and fitness center. The property was constructed in phases between 1975 and 1979. Property management services are being provided by the Company. TERMS OF PURCHASE The Pines of Cloverlane was purchased from an unaffiliated third party for approximately $19.1 million. The purchase of this property was funded primarily from the Company's line of credit. REGENCY PALMS APARTMENTS, HUNTINGTON BEACH, CALIFORNIA On March 14, 1996, the Company acquired a multifamily residential property located in Huntington Beach, California ("Regency Palms"). Regency Palms was approximately 94% occupied as of May 1, 1996. The property consists of 310 units in 39 two-story residential buildings and three auxiliary buildings on approximately 14 acres. Amenities include three swimming pools, spa, wading pools, five gas barbecues and a playground. The property was constructed in 1969. Property management services are being provided by the Company. TERMS OF PURCHASE Regency Palms was purchased from an unaffiliated third party for approximately $18.6 million. The cash portion of the purchase was funded primarily from the Company's line of credit. PORT ROYALE II APARTMENTS, FT. LAUDERDALE, FLORIDA On March 21, 1996, the Company acquired a multifamily residential property located in Ft. Lauderdale, Florida ("Port Royale II"). Port Royale II was approximately 84% occupied as of May 1, 1996. The property consists of 161 units in three four-story residential buildings on grade, one four-story residential building over a parking deck and one single-story clubhouse facility/leasing center on approximately five acres. Amenities include a swimming pool, a community clubhouse, washer/dryer in each unit and the property is a gated community. The property was constructed in 1991. Property management services are being provided by the Company. 4 TERMS OF PURCHASE Port Royale II was purchased from an unaffiliated third party for approximately $10.2 million. The purchase of this property was funded primarily from the Company's line of credit. TWENTY-NINE HUNDRED ON FIRST APARTMENTS, SEATTLE, WASHINGTON On April 16, 1996, the Company acquired a multifamily residential property located in Seattle, Washington ("2900 on First"). 2900 on First was approximately 91% occupied as of May 1, 1996. The property consists of 135 units in three five-story apartment towers and one two-story mixed residential/commercial retail building on approximately one acre. Amenities include a clubhouse, plaza level with pool & spa, racquetball court, fireplaces in 14 units, washer/dryers, fitness room, parking garage and storage spaces. The property was constructed from 1989 to 1991. Property management services are being provided by the Company. TERMS OF PURCHASE 2900 on First was purchased from an unaffiliated third party for approximately $11.8 million. The purchase of this property was funded primarily from the Company's line of credit. WOODLAND HILLS APARTMENTS, ATLANTA, GEORGIA On May 22, 1996, the Company acquired a multifamily residential property located in Atlanta, Georgia ("Woodland Hills"). The property consists of 228 units in 25 two-story garden style buildings on approximately 19 acres. Amenities include a clubhouse with swimming pool and tennis courts, barbecue grills, a car wash area, on-site management and leasing office and washer/dryer connections. The property was constructed in 1985. Property management services are being provided by the Company. TERMS OF PURCHASE Woodland Hills was purchased from an unaffiliated third party for approximately $12.25 million. The purchase of this property was funded primarily from the Company's line of credit. DISPOSITION On January 31, 1996, the Company sold Sanddollar, a 328-unit multifamily residential property located in Tulsa, Oklahoma, for a sales price of $6.2 million to an unaffiliated third party. For financial statement purposes, the Company recorded a gain of approximately $1.3 million. 5 ITEM 5. OTHER EVENTS In May 1996, pursuant to prospectus supplements dated May 15, 1996, May 21, 1996 and May 29, 1996, the Company sold in the aggregate approximately 3.48 million registered Common Shares, collectively (the "May 1996 Common Share Offerings") which generated net proceeds to the Company of approximately $107 million. The descriptions and terms of purchase for the 1996 Probable Properties are discussed below. LANDS END APARTMENTS, PACIFICA, CALIFORNIA On April 10, 1996, the Company entered into an agreement to acquire a multifamily residential property located in Pacifica, California ("Lands End"). The Company is currently in the final stages of its due diligence. The property consists of 260 units in 11 two-story residential buildings on approximately seven acres. Amenities include a recreation/leasing office with lounge, weight room, sauna, kitchen facilities and spa. The property was constructed in 1974. TERMS OF PURCHASE The expected purchase price for Lands End is $18.5 million, which the Company plans to fund primarily through the Company's line of credit. THE TORINO TRANSACTION On May 23, 1996, the Company completed its due diligence with respect to the acquisition of four multifamily residential properties (the "Torino Properties") and a 21 acre parcel of land located adjacent to one of the properties and intends to complete the acquisition process during the next few months. The Torino Properties are being acquired from an unaffiliated third party for an aggregate purchase price of $76 million, which includes $30 million in cash and the assumption of mortgage indebtedness of $46 million. The Company plans to fund the purchase of these properties from the Company's line of credit. 6 DESCRIPTIONS OF PROPERTIES INCLUDED IN THE TORINO TRANSACTION SUMMER RIDGE APARTMENTS, RIVERSIDE, CALIFORNIA A multifamily residential property located in Riverside, California ("Summer Ridge"). The property consists of 136 units in wood frame and stucco buildings on approximately 6 acres. Amenities include a volleyball court, barbecues, swimming pool, spa and laundry facility. The property was constructed in 1985. PROMENADE TERRACE APARTMENTS, CORONA HILLS, CALIFORNIA A multifamily residential property located in Corona Hills, California ("Promenade Terrace"). The property consists of 330 units in townhouse-style units with attached one and two car garages on approximately 27 acres. Amenities include two recreation rooms, weight room, tot lot, cabana, two swimming pools, two spas and washer/dryer hookups in each unit. The property was constructed in 1990. SOUTH CREEK APARTMENTS, MESA, ARIZONA A multifamily residential property located in Mesa, Arizona ("South Creek"). The property consists of 528 units in 66 wood frame and stucco buildings on approximately 23 acres. Amenities include two pools, two spas, sand volleyball court, exercise room, sauna and washer/dryers in all units. The property was constructed in phases between 1986 and 1989. LAKEVIEW AT SUPERSTITION SPRINGS APARTMENTS, MESA, ARIZONA A multifamily residential property located in Mesa, Arizona plus a 21 acre parcel of land which can be developed ("Lakeview at Superstition Springs"). The property consists of 306 units in 41 wood frame and stucco residential buildings on approximately 18 acres. Amenities include a swimming pool, spa, fitness center, gas barbecues, sand volleyball court, six acres of lakes and washer/dryers in all units. The property was constructed between 1994 and 1995. THE BALCOR TRANSACTION On May 23, 1996, the Company completed its due diligence with respect to the probable acquisition of 11 multifamily residential properties and is in the final stages of due diligence on two of the properties (the "Balcor Properties"). The Balcor Properties are being acquired from an unaffiliated third party for an aggregate purchase price of $213.7 million, which includes $136.9 million in cash and the assumption of mortgage indebtedness of $76.8 million. The Company plans to fund the purchase of these properties primarily from the Company's line of credit. DESCRIPTIONS OF PROPERTIES INCLUDED IN THE BALCOR TRANSACTION LAKEVILLE RESORT, PETALUMA, CALIFORNIA A multifamily residential property located in Petaluma, California ("Lakeville Resort"). The property consists of 492 units in 84 two-story residential buildings and two auxiliary buildings on approximately 45 acres. Amenities include five swimming pools, three tennis courts, spa, basketball court and two playgrounds. The property was constructed in 1984. 7 ROSEHILL POINTE, LENEXA, KANSAS A multifamily residential property located in Lenexa, Kansas ("Rosehill Pointe"). The property consists of 498 units in 32 two and three-story garden style residential buildings on approximately five acres. Amenities include two clubhouses, exercise room, two saunas, two jacuzzis, billiards room, four lighted tennis courts and a tanning bed. The property was constructed in 1984. SUNNY OAK VILLAGE APARTMENTS, OVERLAND PARK, KANSAS A multifamily residential property located in Overland Park, Kansas ("Sunny Oak Village"). The property consists of 548 units in 55 two-story residential buildings on approximately 46 acres. Amenities include two swimming pools, lighted tennis courts, exercise room, jacuzzi, tanning bed, big screen TV, jogging/bike paths, fireplaces, washer/dryer connections and extra storage. The property was constructed in 1984. COUNTRY RIDGE APARTMENTS, FARMINGTON HILLS, MICHIGAN A multifamily residential property located in Farmington Hills, Michigan ("Country Ridge"). The property consists of 252 units in 26 two-story garden style residential buildings on approximately 18 acres. Amenities include a swimming pool, lighted tennis courts, exercise facilities and a clubhouse. The property was constructed in 1986. PARK PLACE I & II APARTMENTS, PLYMOUTH, MINNESOTA A multifamily residential property located in Plymouth, Minnesota ("Park Place I & II"). The property consists of 500 units in four three-story brick elevator buildings on approximately 60 acres. Amenities include a fitness center, sauna and tanning bed, hot tubs, heated underground parking, two pools and tennis courts. The property was constructed in phases between 1985 and 1986. POST PLACE APARTMENTS, ATLANTA, GEORGIA A multifamily residential property located in Atlanta, Georgia ("Post Place"). The property consists of 122 units in 17 two-story residential buildings on approximately 15 acres. Amenities include a swimming pool, whirlpool, lighted tennis court, covered car wash, vegetable herb garden and picnic area. The property was constructed in 1978. MALLARD COVE APARTMENTS, GREENVILLE, SOUTH CAROLINA A multifamily residential property located in Greenville, South Carolina ("Mallard Cove"). The property consists of 211 units in three two and three-story garden style residential buildings and townhouses on approximately 14 acres. Amenities include lakeviews, swimming pool, tennis courts, sun deck, clubhouse and laundry facilities. The property was constructed in 1983. 8 BRIARWOOD PLACE APARTMENTS, CHANDLER, ARIZONA A multifamily residential property located in Chandler, Arizona ("Briarwood Place"). The property consists of 268 units in 35 one and two-story residential buildings on approximately 15 acres. Amenities include a clubhouse, swimming pool, indoor spa, exercise facilities, two saunas, tennis courts and a basketball court. The property was constructed in 1983. CANYON SANDS APARTMENTS, PHOENIX, ARIZONA A multifamily residential property located in Phoenix, Arizona ("Canyon Sands"). The property consists of 412 units in 38 two-story garden style residential buildings on approximately 20 acres. Amenities include a clubhouse, two swimming pools, indoor spa, exercise facility, tennis court, volleyball court and two saunas. The property was constructed in 1983. DESERT SANDS VILLAGE APARTMENTS, PHOENIX, ARIZONA A multifamily residential property located in Phoenix, Arizona ("Desert Sands Village"). The property consists of 412 units in 39 two-story garden style residential buildings on approximately 20 acres. Amenities include a clubhouse, two swimming pools, indoor spa, exercise facility, tennis court, volleyball court and two saunas. The property was constructed in 1982. FOREST RIDGE I & II APARTMENTS, ARLINGTON, TEXAS A multifamily residential property located in Arlington, Texas ("Forest Ridge I & II"). The property consists of 660 units in 34 two and three-story garden style residential buildings on approximately 29 acres. Amenities include a clubhouse, two saunas, four swimming pools, two hydrotherapy spas, exercise room, two lighted tennis courts and controlled access gates. The property was constructed in phases between 1984 and 1985. RIDGETREE I & II APARTMENTS, DALLAS, TEXAS A multifamily residential property located in Dallas, Texas ("Ridgetree I & II"). The property consists of 798 units in 38 three-story residential buildings and six auxiliary buildings on approximately 17 acres. Amenities include two swimming pools and a tennis court. The property was constructed in phases between 1983 and 1984. BRIERWOOD APARTMENTS, JACKSONVILLE, FLORIDA A multifamily residential property located in Jacksonville, Florida ("Brierwood"). The property consists of 196 units in 22 two-story brick residential buildings on approximately 17 acres. Amenities include a clubhouse, two pools, a picnic area and a playground. The property was constructed in 1974. 9 EQUITY RESIDENTIAL PROPERTIES TRUST PRO FORMA CONDENSED CONSOLIDATED STATEMENTS Required under Item 7(b) of Form 8-K 10 EQUITY RESIDENTIAL PROPERTIES TRUST PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Capitalized terms not defined herein are used as defined in the Company's Form 10-K for the year ended December 31, 1995. The following unaudited Pro Forma Condensed Balance Sheet and Statement of Operations for the three months ended March 31, 1996 have been presented as if the January 1996 Common Share Offering, the February 1996 Common Share Offering, the sale of approximately 3.48 million Common Shares during May 1996 (the "May 1996 Common Share Offerings"), the acquisition or probable acquisition of 28 multifamily residential properties, the disposition of one multifamily residential property and the repayment of mortgage indebtedness for one property had occurred on January 1, 1996 (or March 31, 1996 for balance sheet purposes). Eight of the acquired properties are included in the Historical Balance Sheet as of March 31, 1996 and 20 of the properties are described in Note A of the Pro Forma Condensed Consolidated Balance Sheet as of March 31, 1996. The following unaudited Pro Forma Statement of Operations for the year ended December 31, 1995 has been presented as if the January 1996 Common Share Offering, the February 1996 Common Share Offering, the May 1996 Common Share Offerings, the Second Public Debt Offering, the Series A Preferred Share Offering, the Series B Preferred Share Offering, the acquisition or probable acquisition of 45 multifamily residential properties, the disposition of seven multifamily residential properties, the repayment of mortgage indebtedness for seven properties and the investment in partnership interests and subordinated mortgages collateralized by 21 multifamily residential properties had occurred on January 1, 1995. The unaudited Pro Forma Condensed Consolidated Financial Statements are not necessarily indicative of the results of future operations, nor the results of historical operations, had all the transactions occurred as described above on either January 1, 1995 or January 1, 1996. The unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the accompanying Notes to Pro Forma Condensed Consolidated Financial Statements and Combined Statements of Revenues and Certain Expenses (included elsewhere herein). 11 EQUITY RESIDENTIAL PROPERTIES TRUST PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1996 (UNAUDITED) (Amounts in thousands)
1996 Most Recent 1996 Acquired Probable May 1996 Pro Historical Properties (A) Properties (B) Offerings (C) Forma ---------- -------------- -------------- ------------- ---------- ASSETS Rental property, net $2,070,761 $ 24,412 $319,963 $ -- $2,415,136 Investment in mortgage notes 86,914 -- -- -- 86,914 Cash and cash equivalents 8,496 (23,881) (88,966) 107,374 3,023 Rents receivable 1,077 -- -- -- 1,077 Deposits-restricted 3,681 -- -- -- 3,681 Escrows deposits-mortgage 16,312 -- -- -- 16,312 Deferred financing costs, net 11,720 -- -- -- 11,720 Other assets 18,545 -- -- -- 18,545 ---------- -------- -------- -------- ---------- Total assets $2,217,506 $ 531 $230,997 $107,374 $2,556,408 ========== ======== ======== ======== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Mortgage notes payable $ 588,434 $(14,469) $122,997 $ -- $ 696,962 Line of credit 27,000 15,000 108,000 -- 150,000 Notes, net 348,603 -- -- -- 348,603 Accounts payable and accrued expenses 23,014 -- -- -- 23,014 Accrued interest payable 12,797 -- -- -- 12,797 Rents received in advance and other liabilities 48,371 -- -- -- 48,371 Security deposits 10,798 -- -- -- 10,798 ---------- -------- -------- -------- ---------- Total liabilities 1,059,017 531 230,997 -- 1,290,545 ---------- -------- -------- -------- ---------- Minority Interests 151,702 -- -- 7,346 159,048 ---------- -------- -------- -------- ---------- Shareholders' equity: Common shares 396 -- -- 35 431 Preferred shares 278,000 -- -- -- 278,000 Employee notes (5,313) -- -- -- (5,313) Paid in capital 786,398 -- -- 99,993 886,391 Distributions in excess of accumulated earnings (52,694) -- -- -- (52,694) ---------- -------- -------- -------- ---------- Total shareholders' equity 1,006,787 -- -- 100,028 1,106,815 ---------- -------- -------- -------- ---------- Total liabilities and shareholders' equity $2,217,506 $ 531 $230,997 $107,374 $2,556,408 ========== ======== ======== ======== ==========
(A) Reflects the most recent multifamily residential property acquisitions, which include 2900 on First and Woodland Hills (acquired April and May, 1996, respectively) (collectively the "1996 Most Recent Acquired Properties"). In connection with such acquisitions the amounts presented include the initial purchase price as well as subsequent closing costs incurred and capital improvements required as identified in the acquisition process. Also reflects the paydown of $14.5 million of mortgage indebtedness secured by Regency Palms which property was acquired in March 1996. (B) Reflects the probable acquisitions of Brierwood, Mallard Cove, Desert Sands Village, Canyon Sands, Ridgetree, Sunnyoak Village, Rosehill Pointe, Forest Ridge, Country Ridge, Park Place, Lakeville Resort, Briarwood Place, Post Place, Summer Ridge, Promenade Terrace, South Creek, Lakeview at Superstition Springs and Lands End (collectively the "1996 Probable Properties"). In connection with such acquisitions the amounts presented include the initial purchase price as well as subsequent closing costs incurred and capital improvements required as identified in the acquisition process and the assumption of $123 million of mortgage indebtedness secured by nine of the 1996 Probable Properties. (C) Reflects the issuance of 3,476,390 Common Shares, pursuant to the offerings of Common Shares on May 15, 1996, May 21, 1996 and May 29, 1996 (collectively the "May 1996 Offerings"). The net price per common share to the Company ranged between $30.50 and $30.75, less offering expenses. The Company's contribution of these proceeds to the Operating Partnership, in return for an increased ownership percentage, is treated as a capital transaction in the Company's Consolidated Financial Statements. As a result, the net offering proceeds are allocated between shareholders' equity and minority interests (only to the extent represented by OP Units) to account for the change in their respective percentage ownership of the underlying equity of the Operating Partnership. 12 EQUITY RESIDENTIAL PROPERTIES TRUST PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the three months ended March 31, 1996 (UNAUDITED) (Amounts in thousands except for share data)
1996 1996 Previously Most Recent 1996 Acquired Acquired Probable Historical Properties (A) Properties (B) Properties (C) ---------- -------------- -------------- -------------- REVENUES Rental income $101,443 $3,287 $877 $12,620 Fee income - outside managed 1,545 -- -- -- Interest income - mortgage investment 2,710 -- -- -- Interest and other income 623 -- -- -- -------- ------ ---- ------- Total revenues 106,321 3,287 877 12,620 -------- ------ ---- ------- EXPENSES Property and maintenance 28,666 1,116 207 4,071 Real estate taxes and insurance 10,279 383 82 1,345 Property management 4,435 -- -- -- Fee & asset management 1,106 -- -- -- Depreciation 20,616 -- -- -- Interest: Expense incurred 18,241 -- -- -- Amortization of deferred financing costs 944 -- -- -- General and administrative 2,079 -- -- -- -------- ------ ---- ------- Total expenses 86,366 1,499 289 5,416 -------- ------ ---- ------- Income before gain on disposition of property and allocation to Minority Interests 19,955 $1,788 $588 $7,204 Gain on disposition of property 1,340 ====== ==== ====== -------- Income before allocation to Minority Interests 21,295 (Income) allocated to Minority Interests (F) (2,901) -------- Net income 18,394 Preferred distributions 6,437 -------- Net income available to Common Shares $ 11,957 ======== Net income per weighted average Common Share outstanding $ 0.32 ======== Weighted average Common Shares outstanding 37,877 ========
1996 Disposed Pro Property (D) Adjustments (E) Forma ------------ --------------- ----- REVENUES Rental income $(100) $ -- $118,127 Fee income - outside managed -- -- 1,545 Interest income - mortgage investment -- -- 2,710 Interest and other income -- (213) 410 ----- ------- -------- Total revenues (100) (213) 122,792 ----- ------- -------- EXPENSES Property and maintenance (55) (627) 33,378 Real estate taxes and insurance (10) -- 12,079 Property management (5) 424 4,854 Fee & asset management -- -- 1,106 Depreciation (21) 3,145 23,740 Interest: Expense incurred (1) 4,241 22,481 Amortization of deferred financing costs -- -- 944 General and administrative -- -- 2,079 ----- ------- -------- Total expenses (92) 7,183 100,661 ----- ------- -------- Income before gain on disposition of property and allocation to Minority Interests $ (8) $(7,396) 22,131 ===== ======= Gain on disposition of property -- -------- Income before allocation to Minority Interests 22,131 (Income) allocated to Minority Interests (F) (3,809) -------- Net income 18,322 Preferred distributions (G) 6,437 -------- Net income available to Common Shares $ 11,885 ======== Net income per weighted average Common Share outstanding $ 0.28 ======== Weighted average Common Shares outstanding (H) 43,076 ========
(A) Reflects the results of operations for Desert Park, 7979 Westheimer, Vinings at Coral Springs, The Plantations, Oxford & Sussex, The Pines of Cloverlane, Regency Palms and Port Royale II (acquired in February and March, 1996) (collectively the "1996 Previously Acquired Properties"). The amounts presented represent the historical amounts for certain revenues and expenses for the periods from January 1, 1996 through the respective acquisition dates for each property. (B) Reflects the results of operations for the 1996 Most Recent Acquired Properties. The amounts presented for rental revenues, property and maintenance and real estate taxes and insurance are based on the revenues and certain expenses of the 1996 Most Recent Acquired Properties for the three months ended March 31, 1996 as contained in the Combined Statements of Revenue and Certain Expenses included elsewhere herein. (C) Reflects the results of operations for the 1996 Probable Properties. The amounts presented for rental revenues, property and maintenance and real estate taxes and insurance are based on the revenues and certain expenses of the 1996 Probable Properties for the three months ended March 31, 1996 as contained in the Combined Statements of Revenue and Certain Expenses included elsewhere herein. (D) Reflects the elimination of the results of operations for Sanddollar (the "1996 Disposed Property) for the period from January 1, 1996 through January 31, 1996. 13 (E) Reflects the following adjustments to the 1996 Previously Acquired Properties, the 1996 Most Recent Acquired Properties and the 1996 Probable Properties results of operations as follows:
Interest and other income: Reduction of interest income due to the use of working capital for property acquisitions $ (213) ======= Property and maintenance: The elimination of third-party management fees where the Company is or will be providing onsite property management services $ (627) ======= Property management: Incremental cost associated with self management of the 1996 Most Recent Acquired Properties and the 1996 Probable Properties for the three months ended March 31, 1996 and the 1996 Previously Acquired Properties for the period from January 1, 1996 through the respective acquisition dates for each property. $ 424 ======= Depreciation: Reflects depreciation based on the 1996 Most Recent Acquired Properties and the 1996 Probable Properties in the amount of $344.4 million, and the 1996 Previously Acquired Properties in the amount of $123.7 million less 10% allocated to land and a parcel of land in the amount of $3 million and depreciated over a 30-year life for real property. Depreciation for the 1996 Previously Acquired Properties reflect amounts from January 1, 1996 through the respective acquisition dates for each property. $ 3,145 ======= Interest: Expense incurred: Interest on mortgage indebtedness for certain of the 1996 Previously Acquired Properties and the 1996 Probable Properties (I) $ 2,508 Interest associated with amounts borrowed on the Company's line of credit (J) 4,285 Non-usage fee on the Company's unused portion of its line of credit equal to 20 basis points on $100 million 50 Reduction due to repayments on the Company's line of credit as a result of the net proceeds received from the Company's various equity offerings (J) (1,730) Reduction of interest associated with amounts borrowed on the Company's line of credit to the extent amount is already included in the Company's historical financial results (872) ------- $ 4,241 =======
(F) A portion of income was allocated to Minority Interests representing interests in the Operating Partnership not owned by the Company. The pro forma allocation to Minority Interests (represented by OP Units) is based upon the percentage owned by such Minority Interests as a result of the pro forma transactions. (G) Preferred distributions represents amounts payable on the Series A Preferred Shares and the Series B Preferred Shares at the rates of 9.375% and 9.125%, respectively, of the liquidation preference thereof per annum. (H) Pro Forma weighted average Common Shares outstanding for the three months ended March 31, 1996 was 43.1 million, which includes 39.6 million Common Shares outstanding as of March 31, 1996 and reflects the following transaction as if it had been completed on January 1, 1996: the issuance of 3,476,390 Common Shares in connection with the May 1996 Offerings. The Common Shares outstanding does not include any shares issued in a private or public offering that have not been used for acquisitions or repayment of debt directly incurred in an acquisition. 14 (I) Detail of interest on mortgage indebtedness for certain of the 1996 Previously Acquired Properties and the 1996 Probable Properties:
Mortgage Interest Property Indebtedness Rate Interest ------------------- ------------ -------- ---------- Desert Park (1) $ 8,085 6.15% $ 43 The Plantations (1) 4,862 8.25% 67 Desert Sands Village 9,035 6.50% 147 Canyon Sands 9,047 6.50% 147 Sunnyoak Village 13,734 7.33% 252 Park Place 9,040 8.50% 192 Park Place 9,035 8.70% 197 Lakeville Resort 20,879 8.70% 454 Briarwood Place 6,016 6.50% 98 Promenade Terrace 16,645 7.70% 320 South Creek 16,716 8.00% 334 Lakeview @ Superstition Spr. 12,850 8.00% 257 -------- ------ Totals $135,944 $2,508 ======== ======
(1) The amounts presented for these properties represent the historical amounts for the periods from January 1, 1996 through the respective acquisition dates for each property. (J) The interest rate on the Company's line of credit is based on the actual 30-day LIBOR rate in effect on the date of each borrowing plus a 175 basis point spread from November 15, 1994 through October 6, 1995 and a 137.5 basis point spread from October 7, 1995 through May 23, 1996. A 100 basis point move up or down in the rate represents an increase or decrease in interest expense of approximately $0.375 million. For the acquisition of the 1996 Probable Properties, the Company has assumed borrowings of an additional $88 million on May 23, 1996. Interest associated with amounts borrowed on the Company's line of credit:
Interest Amount Interest Expense Date Borrowed Rate (1/1 - 3/31/96) -------- -------- -------- --------------- 09/20/95 $ 60,000 7.5600% $1,134 09/22/95 10,000 7.5600% 189 09/29/95 10,000 7.6300% 191 11/30/95 12,000 7.2150% 216 03/01/96 5,000 6.6875% 84 03/12/96 5,000 6.6875% 84 03/21/96 12,000 6.8125% 204 03/28/96 5,000 6.8125% 85 04/01/96 15,000 6.8125% 255 04/15/96 20,000 6.8750% 344 05/23/96 88,000 6.8125% 1,499 -------- ------ $242,000 $4,285 ======== ======
Reduction of interest due to repayments on the Company's line of credit:
Interest Amount Interest Expense Date Repaid Rate (1/1 - 3/31/96) -------- -------- -------- --------------- 01/29/96 $42,000 7.5600% $ 794 02/09/96 28,000 7.5600% 529 02/09/96 10,000 7.6300% 191 02/09/96 12,000 7.2150% 216 ------- ------ $92,000 $1,730 ======= ======
15 EQUITY RESIDENTIAL PROPERTIES TRUST PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the year ended December 31, 1995 (UNAUDITED) (Amounts in thousands except for share data)
1995 & 1996 1995 1996 1996 Disposed Acquired Acquired Probable Properties Pro Historical Properties(A) Properties(B) Properties(C) (D) Adjustments(E) Forma ---------- ------------- ------------- ------------- ----------- -------------- --------- REVENUES Rental income $ 372,447 $ 23,598 $ 22,215 $ 47,723 $ (11,824) $ -- $ 454,159 Fee income - outside managed 7,030 -- -- -- -- -- 7,030 Interest income - mortgage investment 4,862 5,404 -- -- -- -- 10,266 Interest and other income 4,573 (28) -- -- (345) (1,288) 2,912 --------- --------- --------- --------- --------- --------- --------- Total revenues 388,912 28,974 22,215 47,723 (12,169) (1,288) 474,367 --------- --------- --------- --------- --------- --------- --------- EXPENSES Property and maintenance 110,714 5,595 7,534 16,774 (4,009) (3,172) 133,436 Real estate taxes and insurance 37,002 2,386 2,486 5,441 (964) -- 46,351 Property management 15,213 -- -- -- (567) 2,216 16,862 Fee & asset management 3,887 -- -- -- -- -- 3,887 Depreciation 72,410 -- -- -- (1,811) 18,463 89,062 Interest: Expense incurred 78,375 -- -- -- (823) 13,566 91,118 Amortization of deferred financing costs 3,444 -- -- -- -- 61 3,505 General and administrative 8,129 -- -- -- -- -- 8,129 --------- --------- --------- --------- --------- --------- --------- Total expenses 329,174 7,981 10,020 22,215 (8,174) 31,134 392,350 --------- --------- --------- --------- --------- --------- --------- Income before gain on disposition of properties 59,738 $ 20,993 $ 12,195 $ 25,508 $ (3,995) $ (32,422) 82,017 ========= ========= ========= ========= ========= Gain on disposition of properties 21,617 -- --------- --------- Income before extraordinary items 81,355 82,017 Extraordinary item: Gain on early extinguishment of debt 2,000 -- --------- --------- Income before allocation to Minority Interests 83,355 82,017 (Income) allocated to Minority Interests (F) (15,636) (14,115) --------- --------- Net income 67,719 67,902 Preferred distributions 10,109 (G) 25,750 --------- --------- Net income available to Common Shares $ 57,610 $ 42,152 ========= ========= Net income per weighted average Common Share outstanding $ 1.68 $ 1.02 ========= ========= Weighted average Common Shares outstanding 34,358 (H) 41,501 ========= =========
(A) Reflects the results of operations for the 1995 Acquired Properties. The amounts presented represent the historical amounts for certain revenues and expenses for the periods from January 1, 1995 through the respective acquisition dates for each property. (B) Reflects the results of operations of the 1996 Previously Acquired Properties and the 1996 Most Recent Acquired Properties (collectively the "1996 Acquired Properties"). The amounts presented for rental revenues, property and maintenance and real estate taxes and insurance are based on the revenues and certain expenses of the 1996 Acquired Properties for the year ended December 31, 1995 as contained in the Combined Statements of Revenue and Certain Expenses included elsewhere herein. For two of the 1996 Acquired Properties, amounts included for rental revenues, property and maintenance and real estate taxes and insurance are not contained in the Combined Statements of Revenue and Certain Expenses included elsewhere herein. (C) Reflects results of operations of the 1996 Probable Properties. The amounts presented for rental revenues, property and maintenance and real estate taxes and insurance are based on the revenues and certain expenses of the 1996 Probable Properties for the year ended December 31, 1995 as contained in the Combined Statements of Revenue and Certain Expenses included elsewhere herein. (D) Reflects the elimination of the results of operations for the 1995 Disposed Properties and the 1996 Disposed Property for the year ended December 31, 1995. 16 (E) Reflects the following adjustments as follows: Interest and other income: Reduction of interest income due to the use of working capital for property acquisitions $ (1,313) Interest income earned on loans made to the Company's Chief Executive Officer and other officers 25 --------- $ (1,288) ========= Property and maintenance: The elimination of third-party management fees where the Company is providing onsite property management services $ (3,172) ========= Property management: Incremental cost associated with self management of the 1996 Acquired Properties and the 1996 Probable Properties for the year ended December 31, 1995 and the 1995 Acquired Properties for the period from January 1, 1995 through the respective acquisition dates for each property. $ 2,216 ========= Depreciation: Reflects depreciation based on the 1996 Acquired Properties and the 1996 Probable Properties, in the amount of $468.1 million, and the 1995 Acquired Properties in the amount of $265.7 million less 10% allocated to land and a parcel of land in the amount of $3 million and depreciated over a 30-year life for real property. Depreciation for the 1995 Acquired Properties reflect amounts from January 1, 1995 through the respective acquisition dates for each property. $ 18,463 ========= Interest: Expense incurred: Interest on mortgage indebtedness for certain of the 1996 Acquired Properties and the 1996 Probable Properties (I) $ 11,738 Reduction of interest on mortgage indebtedness on seven properties for which the loans were paid down during 1995 to the extent the amount is already included in the Company's historical financial results (1,628) Interest associated with the Second Public Debt Offering in the amount of $125 million at an interest rate of 7.95% per annum 9,937 Interest associated with the Public Debt Offering in the amount of $100 million at an interest rate of 7.075% per annum 7,075 Reflects amortization of discounts associated with the Second Public Debt Offering and the treasury rate lock costs associated with the Second Public Debt Offering 253 Reduction of interest and amortization associated with the Public Debt Offering and the Second Public Debt Offering to the extent the amount is already included in the Company's historical financial results (14,350) Interest associated with amounts borrowed on the Company's line of credit (J) 42,356 Non-usage fee on the Company's unused portion of its line of credit equal to 20 basis points on $100 million 200 Reduction due to repayments on the Company's line of credit as a result of the net proceeds received from the Company's various equity and debt offerings (J) (32,137) Reduction of interest associated with amounts borrowed on the Company's line of credit to the extent amount is already included in the Company's historical financial results (9,878) --------- $ 13,566 ========= Amortization of deferred financing costs: Reduction of amortization of deferred financing costs on five properties for which the loans were paid down during 1995 to the extent the amount is already included in the Company's historical financial results $ (142) Reflects amortization of deferred financing costs associated with the Public Debt Offering and the investment in mortgage notes 405 Reduction of amortization of deferred financing costs associated with the Public Debt Offering and the investment in mortgage notes to the extent amount is already included in the Company's historical financial results (202) --------- $ 61 ========= (F) A portion of income/loss was allocated to Minority Interests representing interests in the Operating Partnership not owned by the Company. The pro forma allocation to Minority Interests (represented by OP Units) is based upon the percentage owned by such Minority Interests as a result of the pro forma transactions. (G) Preferred distributions represents amounts payable on the Series A Preferred Shares and the Series B Preferred Shares at the rates of 9.375% and 9.125%, respectively, of the liquidation preference thereof per annum.
17 (H) Pro Forma weighted average Common Shares outstanding for the year ended December 31, 1995 was 43.1 million, which includes 34 million Common Shares outstanding as of December 31, 1994 and reflects the following transactions as if they had been completed on January 1, 1995: the issuance of 4,025,000 Common Shares related to the January and February, 1996 Common Share offerings and the issuance of 3,476,390 Common Shares in connection with the May 1996 Common Share Offerings. The Common Shares outstanding does not include any shares issued in a private or public offering that have not been used for acquisitions or repayment of debt directly incurred in an acquisition. (I) Detail of interest on mortgage indebtedness for certain of the 1995 Acquired Properties, the 1996 Acquired Properties and the 1996 Probable Properties:
Mortgage Interest Property Indebtedness Rate Interest ----------- ------------ -------- -------- Camellero (1) $ 12,086 8.96% $ 642 Keystone (1) 3,023 8.00% 152 Wellington (1) 8,453 8.33% 455 Desert Park 8,085 6.15% 497 The Plantations 4,862 8.25% 401 Desert Sand Village 9,034 6.50% 587 Canyon Sands 9,047 6.50% 588 Sunnyoak Village 13,734 7.33% 1,007 Park Place 9,040 8.50% 768 Park Place 9,035 8.70% 786 Lakeville Resort 20,879 8.70% 1,816 Briarwood Place 6,016 6.50% 391 Promenade Terrace 16,645 7.70% 1,282 South Creek 16,716 8.00% 1,337 Lakeview @ Superstition Spr. 12,850 8.00% 1,028 -------- ------- Totals $159,505 $11,738 ======== =======
(1) The amounts presented for these properties represent the historical amounts for the periods from January 1, 1995 through the respective acquisition dates for each property. 18 (J) The interest rate on the Company's line of credit is based on the actual 30-day LIBOR rate in effect on the date of each borrowing plus a 175 basis point spread from November 15, 1994 through October 6, 1995 and a 137.5 basis point spread from October 7, 1995 through May 23, 1996. A 100 basis point move up or down in the rate represents an increase or decrease in interest expense of approximately $0.375 million. For the acquisition of the 1996 Probable Properties, the Company has assumed borrowings of an additional $88 million on May 23, 1996. Interest associated with amounts borrowed on the Company's line of credit:
Interest Amount Interest Expense Date Borrowed Rate (1/1 - 12/31/95) -------- ---------- -------- --------------- 11/15/94 $115,000 7.1900% $ 8,269 12/05/94 10,000 7.8100% 781 12/14/94 30,000 7.9375% 2,381 01/24/95 45,000 7.7500% 3,488 07/31/95 70,000 7.6300% 5,341 08/03/95 15,000 7.6300% 1,145 08/23/95 25,000 7.6900% 1,923 09/20/95 85,000 7.5600% 6,426 09/22/95 10,000 7.5600% 756 09/29/95 10,000 7.6300% 763 11/30/95 12,000 7.2150% 866 03/01/96 5,000 6.6875% 334 03/12/96 5,000 6.6875% 334 03/21/96 12,000 6.8125% 818 03/28/96 5,000 6.8125% 341 04/01/96 15,000 6.8125% 1,022 04/15/96 20,000 6.8750% 1,375 05/23/96 88,000 6.8125% 5,995 -------- ------- $577,000 $42,356 ======== =======
Reduction of interest due to repayments on the Company's line of credit:
Interest Amount Interest Reduction Date Repaid Rate (1/1 - 12/31/95) -------- ---------- -------- --------------- 04/21/95 $115,000 7.1900% $ 8,269 05/15/95 5,000 7.8100% 391 06/02/95 5,000 7.8100% 391 06/02/95 30,000 7.9375% 2,381 06/02/95 45,000 7.7500% 3,488 06/02/95 15,000 7.6300% 1,145 08/08/95 5,000 7.6300% 382 11/07/95 65,000 7.6300% 4,960 11/07/95 25,000 7.6900% 1,923 11/07/95 35,000 7.5600% 2,646 01/29/96 42,000 7.5600% 3,175 02/09/96 18,000 7.5600% 1,361 02/09/96 10,000 7.6300% 763 02/09/96 12,000 7.2150% 866 -------- ------- $427,000 $32,137 ======== =======
19 1996 ACQUIRED PROPERTIES AND PROBABLE PROPERTIES COMBINED STATEMENTS OF REVENUE AND CERTAIN EXPENSES Required under Item 7(a) of Form 8-K 20 1996 ACQUIRED PROPERTIES AND PROBABLE PROPERTIES COMBINED STATEMENTS OF REVENUE AND CERTAIN EXPENSES TABLE OF CONTENTS
Page(s) ------------ Report of Independent Auditors -1- Combined Statements of Revenue and Certain Expenses For the year ended December 31, 1995 and for the three months ended March 31, 1996 -2- Notes to Combined Statements of Revenue and Certain Expenses -3-
21 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS (TO BE FILED WITH THE FINAL DRAFT) -1- 1996 ACQUIRED PROPERTIES AND PROBABLE PROPERTIES COMBINED STATEMENTS OF REVENUE AND CERTAIN EXPENSES (amounts in thousands)
For the For the Three Months Ended Year Ended March 31, 1996 December 31, 1995 (Unaudited) -------------------- --------------------- REVENUE Rental Income $ 64,868 $ 17,379 -------------------- --------------------- CERTAIN EXPENSES Property operating and maintenance 19,734 4,960 Real estate taxes and insurance 7,606 1,927 Management fees 2,990 700 -------------------- --------------------- 30,330 7,587 -------------------- --------------------- REVENUE IN EXCESS OF CERTAIN EXPENSES $ 34,538 $ 9,792 =================== ====================
See accompanying notes. -2- 1996 ACQUIRED PROPERTIES AND PROBABLE PROPERTIES NOTES TO COMBINED STATEMENTS OF REVENUE AND CERTAIN EXPENSES Note 1 - Summary of Significant Accounting Policies The accompanying combined statement of revenue and certain expenses for the year ended December 31, 1995 and the three months ended March 31, 1996 (unaudited) were prepared for purposes of complying with the rules and regulations of the Securities and Exchange Commission. The accompanying financial statements are not representative of the actual operations of the 1996 Acquired Properties and Probable Properties for the periods presented as certain expenses, which may not be comparable to the expenses to be incurred by the Company in the proposed future operations of the properties, have been excluded. Expenses excluded consist of interest, depreciation and amortization, professional fees and other costs not directly related to the future operations of the properties. In preparation of the Company's Combined Statements of Revenue and Certain Expenses in conformity with generally accepted accounting principles, management makes estimates and assumptions that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Rental income attributable to residential leases is recorded when due from tenants, generally on a straight line basis. The 1996 Acquired Properties and Probable Properties had or have management agreements with various unaffiliated management companies through the acquisition dates to maintain and manage the operations of the apartment complexes. Management fees were or are based on a range of 3% to 5% of gross receipts. Upon acquisition of the properties by the Company, such management contracts were or will be cancelled at which time the Company began or will begin to manage the properties. Note 2 - Description of Properties The following properties are included in the combined statements of revenue and certain expenses:
Date Number Total Property Name Location Acquired of Units Investment (D) -------------------------------- ---------------- --------- -------- -------------- 7979 Westheimer Houston, TX 2/7/96 459 $ 14,813,000 Vinings at Coral Springs Coral Springs, FL 2/27/96 275 19,506,000 Oxford & Sussex Sunrise, FL 3/5/96 144 7,259,000 Pines of Cloverlane Ann Arbor, MI 3/12/96 592 22,063,000 Regency Palms Huntington Beach, CA 3/14/96 310 18,764,000 Port Royale II Ft. Lauderdale, FL 3/21/96 161 10,434,000 Twenty-nine Hundred on First Seattle, WA 4/16/96 135 11,952,000 Woodland Hills Atlanta, GA 5/22/96 228 12,461,000 Briarwood Place (A) Chandler, AZ (C) 268 10,609,000 Brierwood (A) Jacksonville, FL (C) 196 5,634,000 Canyon Sands (A) Phoenix, AZ (C) 412 15,112,000 Country Ridge (A) Farmington Hills, MI (C) 252 16,444,000 Desert Sands (A) Phoenix, AZ (C) 412 15,032,000 Forest Ridge I & II (A) Arlington, TX (C) 660 24,232,000 Lakeview at Superstition Springs (B) Mesa, AZ (C) 306 21,500,000 Lakeville Resort (A) Petaluma, CA (C) 492 27,855,000 Lands End Pacifica, CA (C) 260 18,597,000 Mallard Cove (A) Greenville, SC (C) 211 8,127,000 Park Place I & II (A) Plymouth, MN (C) 500 25,318,000 Post Place (A) Atlanta, GA (C) 122 7,990,000 Promenade Terrace (B) Corona Hills, CA (C) 330 22,951,000 Ridgetree I & II (A) Dallas, TX (C) 798 21,360,000 Rosehill Pointe (A) Lenexa, KS (C) 498 22,053,000 South Creek (B) Mesa, AZ (C) 528 26,724,000 Summer Ridge (B) Riverside, CA (C) 136 6,056,000 Sunny Oak Village (A) Overland Park, KS (C) 548 24,371,000 ----- ------------ 9,233 $437,217,000 ====== ===========
Notes: (A) This is one of the Balcor Properties. (B) This is one of the Torino Properties. (C) The Company has a commitment to acquire this property or has reached an agreement in principle and is in the final stages of documenting the acquisition of this property. (D) Includes initial purchase price, closing costs, start up costs and amounts specified at date of purchase for future capital improvements. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EQUITY RESIDENTIAL PROPERTIES TRUST May 29, 1996 By: /s/ Michael J. McHugh ------------ ----------------------------------------------- (Date) Michael J. McHugh Senior Vice President, Chief Accounting Officer and Treasurer CONSENT OF INDEPENDENT ACCOUNTANTS (TO BE FILED WITH THE FINAL DRAFT) EX-23.1 2 CONSENT OF ERNST & YOUNG LLP CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference of our report dated May 17, 1996 with respect to the Combined Statement of Revenue and Certain Expenses of the 1996 Acquired Properties and Probable Properties for the year ended December 31, 1995, in the Current Report of Equity Residential Properties Trust on Form 8-K, dated May 23, 1996, in the Registration Statements of Equity Residential Properties Trust on Form S-3, as amended (File No. 33-96792 and No. 33-97680), and the prospectus dated January 22, 1996. Ernst & Young LLP Chicago, Illinois May 29, 1996 EX-23.2 3 CONSENT OF ERNST & YOUNG LLP REPORT OF INDEPENDENT AUDITORS The Board of Trustees of Equity Residential Properties Trust We have audited the accompanying combined statement of revenue and certain expenses for certain residential properties (the "1996 Acquired Properties and Probable Properties") described in Note 2 for the year ended December 31, 1995. The combined statement of revenue and certain expenses is the responsibility of the managements of the 1996 Acquired Properties and Probable Properties. Our responsibility is to express an opinion on the combined statement of revenue and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined statement of revenue and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined statement of revenue and certain expenses. An audit also includes assessing the basis of accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the combined statement of revenue and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying combined statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in Equity Residential Properties Trust's Current Report on Form 8-K as described in Note 1, and is not intended to be a complete presentation of the 1996 Acquired Properties and Probable Properties' revenues and expenses. In our opinion, the combined statement of revenue and certain expenses referred to above presents fairly, in all material respects, the combined revenue and certain expenses described in Note 1 of the 1996 Acquired Properties and Probable Properties for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Ernst & Young LLP Chicago, Illinois May 17, 1996 -1- -----END PRIVACY-ENHANCED MESSAGE-----