-----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, LqEbra4+Vk/65oPDlvs3xlppTXNoPpc5YPzVMDe4jEMKU2Hafrf8sC/6P934OUF/ cwfDId+If2HtoSPoQZNGsw== 0000950131-97-007433.txt : 19971224 0000950131-97-007433.hdr.sgml : 19971224 ACCESSION NUMBER: 0000950131-97-007433 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971218 ITEM INFORMATION: FILED AS OF DATE: 19971223 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: SEC FILE NUMBER: 001-12252 FILM NUMBER: 97743590 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-K 1 FORM 8-K As filed with the Securities and Exchange Commission on December 23, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 18, 1997 EQUITY RESIDENTIAL PROPERTIES TRUST (Exact Name of Registrant as Specified in Charter) Maryland 1-12252 13-3675988 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) Two North Riverside Plaza, Suite 400 Chicago, Illinois 60606 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 474-1300 Not applicable (Former Name or Former Address, if Changed Since Last Report) ================================================================================ ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits
Exhibit Number Exhibit ------- ------- 1 Form of Terms Agreement dated December 18, 1997 which is being filed pursuant to Regulation S-K, Item 601(b)(1) as an exhibit to the Registrant's registration statement on Form S-3, file no. 333-32183, under the Securities Act of 1933, as amended, and which, as this Form 8-K filing is incorporated by reference in such registration statement, is set forth in full in such registration statement, which Terms Agreement incorporates the terms and provisions of Equity Residential Properties Trust (a Maryland real estate investment trust) -- Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest and Depositary Shares -- Standard Underwriting Provisions, dated May 16, 1997, which was previously filed as Exhibit 1 to the Registrant's registration statement on Form S-3, file no. 333-27153 under the Securities Act of 1933, as amended, and is incorporated herein by reference thereto and which, as this Form 8-K filing is incorporated by reference in registration statement no. 333-32183, is set forth in full in such registration statement. 5 Opinion of Rosenberg & Liebentritt, P.C., with an opinion of Hogan & Hartson L.L.P. attached thereto as Exhibit A, which are being filed pursuant to Regulation 601(b)(5) as an exhibit to the Registrant's registration statement on Form S-3, file no. 333-32183, under the Securities Act of 1933, as amended, and which, as this Form 8-K filing is incorporated by reference in such registration statement, are set forth in full in such registration statement.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EQUITY RESIDENTIAL PROPERTIES TRUST Date: December 23, 1997 By: /s/ Bruce C. Strohm ------------------------------------------- Bruce C. Strohm, Secretary, Executive Vice President and General Counsel 2 EX-1 2 FORM OF TERMS AGREEMENT EQUITY RESIDENTIAL PROPERTIES TRUST (a Maryland real estate investment trust) Common Shares of Beneficial Interest (Par Value $.01 Per Share) TERMS AGREEMENT --------------- Dated: December 18, 1997 To: Equity Residential Properties Trust ERP Operating Limited Partnership Two North Riverside Plaza Chicago, Illinois 60606 Ladies and Gentlemen: We understand that Equity Residential Properties Trust ("EQR" or the "Company") proposes to issue and sell Common Shares of Beneficial Interest (the "Common Shares" or "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, Prudential Securities Incorporated (the "Underwriter") offers to purchase the number of Underwritten Securities (as defined in the Standard Underwriting Provisions referred to below) set forth below at the purchase price per Common Share set forth below. The Underwriter intends to deposit the Underwritten Securities with the trustee of National Equity Trust Equity Portfolio Series 1 (REIT Portfolio) (the "Trust"), a registered unit investment trust under the Investment Company Act of 1940, as amended, to which the Underwriter acts as sponsor and depositor, in exchange for units of the Trust. The Underwritten Securities shall have the following terms: Common Shares Title of Securities: Common Shares Number of Underwritten Securities: 467,722 Common Shares Par Value: $.01 per Common Share. Purchase price per Common Share: $48.75 Public offering price per Common Share: $51.3125 Number of Option Securities, if any, that may be purchased by the Underwriter: None. Delayed Delivery Contracts: not authorized Additional co-managers, if any: None. Other Terms: In addition to the events set forth in Section 9 of the Standard Underwriting Provisions (as defined below), the Underwriter may terminate this Terms Agreement by notice to EQR, at any time at or prior to the Closing Time if there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or other calamity or crisis or escalation of any existing hostilities or any change or development involving a prospective change in national political, financial or economic conditions, in each case, the effect of which is such as to make it, in the Underwriter's judgment, impracticable to market the units of the Trust or enforce contracts for the sale of the units of the Trust. Closing date and location: December 23, 1997, Rosenberg & Liebentritt, P.C., Two North Riverside Plaza, Suite 1600, Chicago, Illinois 60606. All the provisions contained in the document attached as Annex A hereto entitled "Equity Residential Properties Trust (a Maryland real estate investment trust) -- Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest and Depositary Shares -- Standard Underwriting Provisions," dated May 16, 1997 (the "Standard Underwriting Provisions"), are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. -2- Please accept this offer no later than 4:30 p.m. (New York City time) on December 18, 1997 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, PRUDENTIAL SECURITIES INCORPORATED By: /s/ Jean-Claude Canfin -------------------------------- Name: Jean-Claude Canfin Title: Managing Director Accepted: By: EQUITY RESIDENTIAL PROPERTIES TRUST, for itself and as the general partner of ERP Operating Limited Partnership By: /s/ David J. Neithercut ------------------------------- Name: David J. Neithercut Title: Chief Financial Officer -3- EX-5 3 OPINION OF ROSENBERG & LIEBENTRITT, P.C. LAW OFFICES ROSENBERG & LIEBENTRITT, P.C. _____________________________ TWO NORTH RIVERSIDE PLAZA Suite 1515 CHICAGO, ILLINOIS 60606 TELEPHONE 312.466.3456 WRITER'S DIRECT DIAL NUMBER FAX 312.454-0335 WRITER'S DIRECT FAX NUMBER 312.466.3612 312.454-0335 December 23, 1997 Board of Trustees Equity Residential Properties Trust Two North Riverside Plaza Suite 400 Chicago, Illinois 60606 Ladies and Gentlemen: We are acting as counsel to Equity Residential Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with its registration statement on Form S-3 (SEC File No. 333-32183) (the "Registration Statement") previously declared effective by the Securities and Exchange Commission relating to (a) the proposed public offering of up to $750,000,000 in aggregate amount of its common shares of beneficial interest, $.01 par value per share ("Common Shares") and one or more series of its (i) preferred shares of beneficial interest, $.01 par value per share (the "Preferred Shares") and (ii) depositary shares representing fractional interests in Preferred Shares (the "Depositary Shares" and, together with the Preferred Shares and Common Shares, the "Securities"), all of which Securities may be offered and sold by the Company from time to time as set forth in the prospectus which forms a part of the Registration Statement (the "Prospectus"), and as to be set forth in one or more supplements to the Prospectus (each, a "Prospectus Supplement"). This opinion letter is rendered in connection with the proposed sale to Prudential Securities Incorporated ("Prudential"), for deposit with the trustee of the National Equity Trust Equity Portfolio Series 1, of an aggregate of 467,722 Common Shares (the "Shares") as described in a Prospectus Supplement dated December 18, 1997. This opinion letter is furnished to you at your request to enable the Company to continue to fulfill the requirements of Item 601(b)(4) of Regulation S-K, 17 C.F.R. (S)229.601(b)(5), in connection with the Registration Statement. For purposes of this opinion letter, we have examined copies of the following documents: 1. An executed copy of the Registration Statement. 2. The Second Amended and Restated Declaration of Trust, as amended, of the Company (the "Declaration of Trust"), as certified by the Maryland State Department of Assessments and Taxation on December 17, 1997 and by the Board of Trustees Equity Residential Properties Trust December 23, 1997 Page 2 Secretary of the Company on the date hereof as then being complete, accurate and in effect. 3. The Second Amended and Restated Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect. 4. Resolutions of the Board of Trustees of the Company adopted on June 26, 1997 relating to the filing of the Registration Statement and related matters, and on November 11, 1997, and of the Pricing Committee of the Board of Trustees on December 18, 1997, relating to the offering of the Shares, as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect. 5. An executed copy of the Terms Agreement, dated December 18, 1997, among the Company, ERP Operating Limited Partnership and Prudential, which incorporates therein the terms and provisions of the Company's Standard Underwriting Provisions, dated May 16, 1997 (collectively, the "Purchase Agreement"). In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as certified, telecopied, photostatic, or reproduced copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing. We call your attention to the fact that our firm only requires lawyers to be qualified to practice law in the State of Illinois and, in rendering the foregoing opinions, we express no opinion with respect to any laws relevant to this opinion other than the laws and regulations identified herein. With respect to the opinions below that relate to the laws of the State of Maryland, with your consent, we rely solely on the opinion of Hogan & Hartson L.L.P., a copy of which is attached hereto as Exhibit A. Based upon, subject to and limited by the foregoing, we are of the opinion that, as of the date hereof, following issuance of the Shares pursuant to the terms of the Purchase Agreement and receipt by the Company of the consideration for the Shares specified in the resolutions of the Board of Trustees and the Pricing Committee thereof referred to above, the Shares will be Board of Trustees Equity Residential Properties Trust December 23, 1997 Page 3 validly issued, fully paid and nonassessable under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter has been prepared solely for your use in connection with the filing by the Company of a Current Report on Form 8-K on the date of this opinion letter, which Form 8-K will be incorporated by reference into the Registration Statement. This opinion letter should not be quoted in whole or in part or otherwise be referred to, nor filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm. We hereby consent (i) to be named in the Registration Statement, and in the Prospectus, as attorneys who will pass upon the legality of the Securities to be sold thereunder and (ii) to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Very truly yours, ROSENBERG & LIEBENTRITT, P.C. By: /s/ Ruth Pinkham Haring ---------------------------- Vice President Exhibit A [Hogan & Hartson L.L.P.] December 23, 1997 Rosenberg & Liebentritt, P.C. Two North Riverside Plaza Suite 1515 Chicago, Illinois 60606 Ladies and Gentlemen: We are acting as special Maryland counsel to Equity Residential Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with its registration statement on Form S-3 (No. 333-32183) (the "Registration Statement") previously declared effective by the Securities and Exchange Commission relating to the proposed public offering of securities of the Company that may be offered and sold by the Company from time to time as set forth in the prospectus which forms a part of the Registration Statement (the "Prospectus"), and as to be set forth in one or more supplements to the Prospectus (each, a "Prospectus Supplement"). This opinion letter is rendered in connection with the proposed public offering of 467,722 common shares of beneficial interest, $.01 par value (the "Common Shares"), as described in a Prospectus Supplement dated December 18, 1997. This opinion letter is furnished to you at your request to enable the Company to continue to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with the Registration Statement. For purposes of this opinion letter, we have examined copies of the following documents: 1. An executed copy of the Registration Statement. 2. The Second Amended and Restated Declaration of Trust, as amended, of the Company (the "Declaration of Trust"), as certified by the Maryland State Department of Assessments and Taxation on December 17, 1997 and the Secretary of the Rosenberg & Liebentritt, P.C. December 23, 1997 Page 2 Company on the date hereof as then being complete, accurate and in effect. 3. The Second Amended and Restated Bylaws of the Company, as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect. 4. Resolutions of the Board of Trustees of the Company adopted on June 26, 1997, relating to the filing of the Registration Statement and related matters, and on November 14, 1997, and of the Pricing Committee of the Board of Trustees on December 18, 1997, relating to the offering of the Common Shares, as certified by the Secretary of the Company on the date hereof as then being complete, accurate and in effect. 5. An executed copy of the Terms Agreement (which incorporates by reference the Company's Standard Underwriting Provisions dated May 16, 1997) dated December 18, 1997, between the Company, ERP Operating Limited Partnership, a Delaware limited partnership, and Prudential Securities Incorporated (the "Terms Agreement"). In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing. This opinion letter is based as to matters of law solely on Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the "Maryland REIT Statute"). We express no opinion herein as to any other laws, statutes, regulations, or ordinances. Based upon, subject to and limited by the foregoing, we are of the opinion that following issuance of the Common Shares pursuant to the terms of the Terms Agreement and receipt by the Company of the consideration for the Common Shares specified in the resolutions of the Board of Trustees and the Pricing Committee referred to above, the Common Shares will be validly issued, fully paid and nonassessable under the Maryland REIT Statute. Rosenberg & Liebentritt, P.C. December 23, 1997 Page 3 We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. This opinion letter has been prepared solely for your use in connection with the filing by the Company of a Current Report on Form 8-K on the date of this opinion letter, which Form 8-K will be incorporated by reference into the Registration Statement. This opinion letter should not be quoted in whole or in part or otherwise be referred to, nor filed with or furnished to any governmental agency or other person or entity, without the prior written consent of this firm. We hereby consent to the reference to this firm under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Very truly yours, HOGAN & HARTSON L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----