-----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, U955b40ISQwJ3dGgMHMmm1q4nKGaU5A0XT2tgo2QUAAddca9sr40WIeD9TkuxCmg mtUu2oUxXBAYCZzbZZjAtg== 0000950131-98-003595.txt : 19980601 0000950131-98-003595.hdr.sgml : 19980601 ACCESSION NUMBER: 0000950131-98-003595 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980529 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-12252 FILM NUMBER: 98633740 BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLZ STREET 2: STE 400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124741300 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 450 CITY: CHICAGO STATE: IL ZIP: 60606 10-K/A 1 FORM 10-K/A -- AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended DECEMBER 31, 1997 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-12252 EQUITY RESIDENTIAL PROPERTIES TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 13-3675988 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) Two North Riverside Plaza, Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code) (312) 474-1300 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Common Shares of Beneficial New York Stock Exchange Interest, $0.01 Par Value (Name of Each Exchange on Which Registered) (Title of Class) Preferred Shares of Beneficial New York Stock Exchange Interest, $0.01 Par Value (Name of Each Exchange on Which Registered) (Title of Class) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of voting shares held by non-affiliates was approximately 4.6 billion based upon the closing price on March 12, 1998 of $49 using beneficial ownership of shares rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude voting shares owned by Trustees and Officers, some of whom may not be held to be affiliates upon judicial determination. At March 13, 1998, 95,778,559 of the Registrant's Common Shares of Beneficial Interest were outstanding. On May 22, 1998, Equity Residential Properties Trust (the "Company") hereby amends its Annual Report on Form 10-K for the year ended December 31, 1997, to include Restated Financial Data Schedules for the following periods as a result of the Company's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share": - Nine Months Ended September 30, 1997 - Six Months Ended June 30, 1997 - Three Months Ended March 31, 1997 - Year Ended December 31, 1996 - Nine Months Ended September 30, 1996 - Six Months Ended June 30, 1996 - Three Months Ended March 31, 1996 PART IV Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K (a) (3) Exhibits:
2.1++++ Agreement and Plan of Merger by and between Equity Residential Properties Trust and Wellsford Residential Property Trust dated as of January 16, 1997 2.2# Articles of Merger by and between Equity Residential Properties Trust and Wellsford Residential Property Trust 2.3## Agreement and Plan of Merger by and between Equity Residential Properties Trust and Evans Withycombe Residential, Inc. dated as of August 27, 1997 2.4### Articles of Merger by and between Equity Residential Properties Trust and Evans Withycombe Residential, Inc. 3.1+++ Second Amended and Restated Declaration of Trust of Equity Residential Properties Trust dated May 30, 1997 3.2+++ Second Amended and Restated Bylaws of Equity Residential Properties Trust 4.1** Indenture, dated as of May 16, 1994, by and among the Operating Partnership, as obligor, the Company, as guarantor and The First National Bank of Chicago, as trustee in connection with 8-1/2% senior notes due May 15, 1999 4.2** Indenture, dated October 1, 1994, between the Operating Partnership, as obligor and The First National Bank of Chicago, as trustee in connection with up to $500 million of debt securities 10.1*** Fourth Amended and Restated Agreement of Limited Partnership of ERP Operating Limited Partnership 10.2* Agreement of Limited Partnership of Equity Residential Properties Management Limited Partnership 10.3**** Agreement of Limited Partnership of Equity Residential Properties Management Limited Partnership II 10.4* Noncompetition Agreement (Zell)
2 10.5* Noncompetition Agreement (Crocker) 10.6* Noncompetition Agreement (Spector) 10.7* Form of Noncompetition Agreement (other officers) 10.8* Services Agreement between Equity Residential Properties Trust and Equity Group Investments, Inc. 10.9* Form of Property Management Agreement (REIT properties) 10.10** Form of Property Management Agreement (Non-REIT properties) 10.11+ Amended and Restated Master Reimbursement dated as of November 1, 1996 by and between Federal National Mortgage Association and EQR-Bond Partnership 10.12++ Second Amended and Restated Revolving Credit Agreement, dated as of September 9, 1997 among the Operating Partnership and Morgan Guaranty Trust Company of New York, as lead agent, Bank of America National Trust and Savings Association, as co-lead agent, The First National Bank of Chicago, as co-agent, U.S. Bank National Association f/k/a and d/b/a First Bank National Association, as co-agent and NationsBank of Texas, N.A., as co-agent 10.13#### Consulting Agreement dated August 27, 1997 between Equity Residential Properties Management Limited Partnership and Stephen O. Evans 10.14#### Employment Agreement dated August 27, 1997 between Equity Residential Properties Management Limited Partnership and Richard G. Berry 10.15##### Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Evans Withycombe Residential, L.P. 12##### Computation of Ratio of Earnings to Fixed Charges 21##### List of Subsidiaries of Equity Residential Properties Trust 23.1##### Consent of Grant Thornton L.L.P. 23.2##### Consent of Ernst & Young LLP. 24.1##### Power of Attorney for John W. Alexander dated March 2, 1998 24.2##### Power of Attorney for James D. Harper, Jr. dated March 2, 1998 24.3##### Power of Attorney for Errol R. Halperin dated March 2, 1998 24.4##### Power of Attorney for B. Joseph White dated March 2, 1998 24.5##### Power of Attorney for Barry S. Sternlicht dated March 4, 1998 24.6##### Power of Attorney for Henry H. Goldberg dated March 2, 1998 24.7##### Power of Attorney for Edward Lowenthal dated March 2, 1998 24.8##### Power of Attorney for Jeffrey H. Lynford dated March 2, 1998 24.9##### Power of Attorney for Stephen O. Evans dated March 2, 1998 27.1 Restated Financial Data Schedule for the nine months ended September 30, 1997 27.2 Restated Financial Data Schedule for the six months ended June 30, 1997 27.3 Restated Financial Data Schedule for the three months ended March 31, 1997 27.4 Restated Financial Data Schedule for the year ended December 31, 1996 27.5 Restated Financial Data Schedule for the nine months ended September 30, 1996 27.6 Restated Financial Data Schedule for the six months ended June 30, 1996 27.7 Restated Financial Data Schedule for the three months ended March 31, 1996
- ----------- * Included as an exhibit to the Company's Form S-11 Registration Statement, File No. 33-63158, and incorporated herein by reference. ** Included as an exhibit to the Operating Partnership's Form 10/A, dated December 12, 1994, File No. 0-24920, and incorporated herein by reference. *** Included as an exhibit to the Operating Partnership's Form 10-Q for the quarter ended September 30, 1995, dated November 7, 1995, and incorporated herein by reference. **** Included as an exhibit to the Company's Form 10-K for the year ended December 31, 1994. + Included as an exhibit to the Company's Form 10-K for the year ended December 31, 1996. ++ Included as an exhibit to the Company's Form 8-K dated September 10, 1997, filed on September 10, 1997. +++ Included as an exhibit to the Company's Form 8-K dated May 30, 1997, filed on June 5, 1997. 3 ++++ Included as an exhibit to the Company's Form 8-K dated January 16, 1997, filed on January 17, 1997. # Included as Appendix B in the Company's Form S-4 filed on April 29, 1997. ## Included as an exhibit to the Company's Form 8-K dated August 27, 1997, filed on August 29, 1997. ### Included as Appendix B in the Company's Form S-4 filed on September 18, 1997. #### Included as an exhibit to the Company's Form S-4 filed on September 18, 1997. ##### Included as an exhibit to the Company's initial Annual Report on Form 10-K for the year ended December 31, 1997.
4 SIGNATURES ---------- Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized. EQUITY RESIDENTIAL PROPERTIES TRUST Date: May 29, 1998 By: /s/ Douglas Crocker II ------------ ----------------------------------------- Douglas Crocker II President, Chief Executive Officer, Trustee and *Attorney-in-Fact Date: May 29, 1998 By: /s/ David J. Neithercut ------------ ----------------------------------------- David J. Neithercut Executive Vice-President and Chief Financial Officer Date: May 29, 1998 By: /s/ Michael J. McHugh ------------ ----------------------------------------- Michael J. McHugh Executive Vice-President, Chief Accounting Officer, Treasurer and *Attorney-in-fact Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: May 29, 1998 By: /s/ Samuel Zell ------------- ----------------------------------------- Samuel Zell Chairman of the Board of Trustees Date: May 29, 1998 By: /s/ Gerald A. Spector ------------ ----------------------------------------- Gerald A. Spector Executive Vice-President, Chief Operating Officer and Trustee Date: May 29, 1998 By: /s/ Sheli Z. Rosenberg ------------ ------------------------------------------ Sheli Z. Rosenberg Trustee 5 SIGNATURES-CONTINUED -------------------- Date: May 29, 1998 By: * ------------ ----------------------------------------- James D. Harper Trustee Date: May 29, 1998 By: * ------------ ----------------------------------------- Errol R. Halperin Trustee Date: May 29, 1998 By: * ------------ ----------------------------------------- Barry S. Sternlicht Trustee Date: May 29, 1998 By: * ------------ ---------------------------------------- John W. Alexander Trustee Date: May 29, 1998 By: * ------------ ---------------------------------------- B. Joseph White Trustee Date: May 29, 1998 By: * ------------ ---------------------------------------- Henry H. Goldberg Trustee Date: May 29, 1998 By: * ------------ ---------------------------------------- Jeffrey H. Lynford Trustee Date: May 29, 1998 By: * ----------- ---------------------------------------- Edward Lowenthal Trustee Date: May 29, 1998 By: * ------------ ---------------------------------------- Stephen O. Evans Executive Vice President Strategic Investments and Trustee By: * /s/ Michael J. McHugh ---------------------------------------- Michael J. McHugh, as Attorney-in-fact 6 EX-27.1 2 FINANCIAL DATA SCHEDULE - 9 MONTHS ENDED 9/30/97
5 1000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 277,997 0 2,614 0 0 424,025 4,822,779 (400,550) 5,034,014 194,971 1,718,111 0 1,000,495 742 1,937,811 5,034,014 502,165 509,678 0 185,006 10,037 0 84,585 121,413 0 121,413 3,923 0 0 78,618 1.28 1.26
EX-27.2 3 FINANCIAL DATA SCHEDULE - 6 MONTHS ENDED 6/30/97
5 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 311,358 0 2,078 0 0 429,076 4,482,434 (357,599) 4,738,734 181,441 1,715,387 0 725,495 736 1,936,453 4,738,734 301,920 306,324 0 112,246 6,206 0 52,144 71,384 0 71,384 3,632 0 0 47,732 .86 .85
EX-27.3 4 FINANCIAL DATA SCHEDULE - 3 MONTHS ENDED 3/31/97
5 1000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 84,829 0 1,351 0 0 144,073 3,201,581 (328,321) 3,113,235 128,593 1,294,641 0 393,000 537 1,152,200 3,113,235 139,496 141,387 0 51,916 2,975 0 23,896 32,756 0 32,756 3,632 0 0 23,901 0.46 0.45
EX-27.4 5 FINANCIAL DATA SCHEDULE - 12 MONTHS ENDED 12/31/96
5 1,000 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 147,271 0 1,450 0 0 196,896 2,983,510 (301,512) 2,986,127 122,386 1,254,274 0 393,000 512 1,065,318 2,986,127 473,980 478,385 0 188,812 9,857 0 85,593 97,033 0 97,033 22,402 (3,512) 0 72,609 1.70 1.69
EX-27.5 6 FINANCIAL DATA SCHEDULE - 9 MONTHS ENDED 9/30/96
5 1000 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 152,545 0 2,126 0 0 211,632 2,747,081 (273,395) 2,784,866 120,514 1,237,623 0 393,000 458 878,432 2,784,866 341,815 344,047 0 141,602 6,690 0 61,492 67,504 0 67,504 2,346 0 0 38,337 .94 .93
EX-27.6 7 FINANCIAL DATA SCHEDULE - 6 MONTHS ENDED 6/30/96
5 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 11,906 0 1,734 0 0 69,171 2,479,974 (252,872) 2,394,135 100,638 1,036,484 0 278,000 433 823,549 2,394,135 218,408 219,588 0 91,372 4,105 0 38,919 42,259 0 42,259 2,346 0 0 25,808 .65 .65
EX-27.7 8 FINANCIAL DATA SCHEDULE - 3 MONTHS ENDED 3/31/96
5 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 8,496 0 1,077 0 0 48,111 2,305,972 (235,211) 2,217,506 94,980 964,037 0 278,000 396 728,391 2,217,506 105,698 106,321 0 44,486 2,079 0 19,185 19,955 0 19,955 1,340 0 0 11,957 0.32 0.31
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