As filed with the Securities and Exchange Commission on January 17, 1997
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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): JANUARY 16, 1997
EQUITY RESIDENTIAL PROPERTIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 1-12252 36-3877868
(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)
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ITEM 5. Other Events
On January 16, 1997, Equity Residential Properties Trust, a
Maryland real estate investment trust ("EQR"), and Wellsford
Residential Property Trust, a Maryland real estate
investment trust ("Wellsford"), entered into an Agreement
and Plan of Merger dated as of January 16, 1997 pursuant to
which EQR will acquire the assets and business of Wellsford
through a merger (the "Merger"). Subsequent to the
consummation of the Merger, each outstanding share of
beneficial interest in EQR will continue to represent one
share of beneficial interest in the surviving trust.
Pursuant to the Merger, the common shares of beneficial
interest of Wellsford issued and outstanding immediately
prior to the Merger will be converted into .625 of a common
share of beneficial interest of the surviving trust, subject
to adjustment based upon the market price of the common
shares of EQR. Prior to the consummation of the Merger,
certain assets of Wellsford will be contributed to a
subsidiary of Wellsford and the shares therein will be
distributed as a dividend to the shareholders of Wellsford.
Consummation of the Merger is subject to the approval of the
shareholders of EQR and Wellsford and to specified closing
conditions.
ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits
Exhibit
Number Exhibit
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10 Agreement and Plan of Merger between Equity Residential
Properties Trust and Wellsford Residential Property Trust
dated as of January 16, 1997.
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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: January 17, 1997 By: /s/ Bruce C. Strohm
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Bruce C. Strohm, Secretary,
Executive Vice President and
General Counsel
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