As filed with the Securities and Exchange Commission on March 2, 2001
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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): February 27, 2001
ERP OPERATING LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
ILLINOIS 0-24920 36-3894853
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) 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)
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ITEM 7. Financial Statements, PRO FORMA Financial Information and Exhibits
Exhibit
Number Exhibit
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1 Form of Terms Agreement dated February 27, 2001
among ERP Operating Limited Partnership and each of
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Chase Securities Inc., Banc
of America Securities LLC and Salomon Smith Barney
Inc., 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. 333-44594, 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; the form of Terms
Agreement incorporates the terms and provisions of
the Standard Underwriting Provisions dated August
25, 2000, the form of which was previously filed as
Exhibit 1 to the Registrant's registration
statement on Form S-3, file no. 333-44594 under the
Securities Act of 1933.
5 Opinion of Piper Marbury Rudnick & Wolfe, which is
being filed pursuant to Regulation 601(b)(5) as an
exhibit to the Registrant's registration statement
on Form S-3, file no. 333-44594, under the
Securities Act of 1933 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.
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.
ERP OPERATING LIMITED PARTNERSHIP
By: EQUITY RESIDENTIAL
PROPERTIES TRUST,
its general partner
Date: March 2, 2001 By: /s/ Bradley A. Van Auken
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Bradley A. Van Auken
First Vice President and
Assistant Secretary
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