-----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, G+jkdJMtpyXXHnmW4v8zPyHHhODoLiT8mFMHrmd4yJHVNC936QaqfOSC/bO/jwgG 2n9TTv8IaQGY+0vVai257w== 0001047469-98-012439.txt : 19980331 0001047469-98-012439.hdr.sgml : 19980331 ACCESSION NUMBER: 0001047469-98-012439 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980325 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980330 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: 98578437 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 8-K As filed with the Securities and Exchange Commission on March 30, 1998 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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): MARCH 25, 1998 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 March 25, 1998, 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. 333-45533, 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. 333-45533, 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. 333-45533, 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: March 30, 1998 By: /s/ Bruce C. Strohm ------------------------------------------ Bruce C. Strohm, Secretary, Executive Vice President and General Counsel EX-1 2 EXHIBIT 1 Exhibit 1 EQUITY RESIDENTIAL PROPERTIES TRUST (a Maryland real estate investment trust) Common Shares of Beneficial Interest (Par Value $.01 Per Share) TERMS AGREEMENT Dated: March 25, 1998 To: Equity Residential Properties Trust ERP Operating Limited Partnership Two North Riverside Plaza Chicago, Illinois 60606 Ladies and Gentlemen: We, EVEREN Securities, Inc. (the "UNDERWRITER"), understand that Equity Residential Properties Trust ("EQR" or the "Company") proposes to issue and sell its Common Shares of Beneficial Interest (the "COMMON SHARES" or "UNDERWRITTEN SECURITIES"). Subject to the terms and conditions set forth or incorporated by reference herein, the Underwriter offers to purchase 495,663 Common Shares at the purchase price per Common Share set forth below. The Underwriter intends to sell the Common Shares to Nike Securities L.P., which intends to deposit such shares, together with shares of common stock of other entities also acquired from the Underwriter, into a newly-formed unit investment trust (the "TRUST") registered under the Investment Company Act of 1940, as amended, in exchange for units in the Trust. The Underwritten Securities shall have the following terms: Common Shares Title of Securities: Common Shares Number of Shares: 495,663 Par Value: $.01 per Common Share Closing price per Common Share on NYSE: $50.4375 Purchase price per Common Share: $47.9156 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 Closing date and location: March 30, 1998, Rosenberg & Liebentritt, P.C., Two North Riverside Plaza, Suite 1600, Chicago, Illinois 60606 Except as provided herein, 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. Please accept this offer no later than 5:30 p.m. Chicago time on March 25, 1998 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, EVEREN SECURITIES, INC. By: /s/ Jon K. Haahr ----------------------------------- Name: Jon K. Haahr Title: Managing Director ACCEPTED: By: EQUITY RESIDENTIAL PROPERTIES TRUST For itself and as the general partner of ERP Operating Limited Partnership By: /s/ Bruce C. Strohm ---------------------------------- Name: Bruce C. Strohm Title: Executive Vice President EX-5 3 EXHIBIT 5 Exhibit 5 [Rosenberg & Liebentritt, P.C.] March 30, 1998 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. 333-45533) (the "Registration Statement") previously declared effective by the Securities and Exchange Commission relating to the proposed public offering of up to $1,000,000,000 in aggregate amount of its (i) common shares of beneficial interest, $.01 par value per share ("Common Shares") and one or more series of its (ii) preferred shares of beneficial interest, $.01 par value per share (the "Preferred Shares") and (iii) 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 public offering of 495,663 Common Shares (the "Shares") as described in a Prospectus Supplement of the Company, dated March 25, 1998 (the "Prospectus Supplement"). 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. Section 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 March 27, 1998 and by the 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 and January 14, 1998, 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 March 25, 1998, relating to the offerings 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 March 25, 1998, among the Company, ERP Operating Limited Partnership (the "Operating Partnership") and EVEREN Securities, Inc., 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 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/ William C. Hermann ---------------------- Vice President Exhibit A [Hogan & Hartson L.L.P.] March 30, 1998 Rosenberg & Liebentritt, P.C. Two North Riverside Plaza Suite 1600 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. 333-45533) (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 issuance and sale of 495,663 common shares of beneficial interest, $.01 par value per share, as described in a Prospectus Supplement dated March 25, 1998 (the "EVEREN Shares"). 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. Section 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 March 27, 1998 and the 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 and January 14, 1998, relating to the filing of the Registration Statement and related matters, and November 14, 1997, and by the Pricing Committee of the Board of Trustees on March 25, 1998, relating to the offering of the EVEREN 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 (the "Terms Agreement") (which incorporates by reference the Company's Standard Underwriting Provisions dated May 16, 1997), dated March 25, 1998, between the Company, ERP Operating Limited Partnership ("ERP"), an Illinois limited partnership, and EVEREN Securities, Inc. 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 EVEREN Shares pursuant to the terms of the Terms Agreement and receipt by the Company of the consideration for the EVEREN Shares specified in the resolutions of the Board of Trustees and the Pricing Committee referred to above, the EVEREN Shares will be validly issued, fully paid and nonassessable under the Maryland REIT Statute. 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, /s/ Hogan & Hartson L.L.P. -------------------------- HOGAN & HARTSON L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----