As filed with the Securities and Exchange Commission on May 21, 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): May 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) =============================================================================== ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits Exhibit Number Exhibit - ------- ------- 1 Terms Agreement dated May 16, 1997, which incorporates by reference the terms of the Registrant's Standard Underwriting Provisions, dated May 16, 1997, each of 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- 12211, under the Securities Act of 1933, as amended, and each of which, as this Form 8-K filing is incorporated by reference in such registration statement, is set forth in full in such registration statement. 5 Opinion of Rosenberg & Liebentritt, P.C., 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. 333-12211, 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. 8 Opinion of Hogan & Hartson L.L.P., which is being filed pursuant to Regulation 601(b)(8) as an exhibit to the Registrant's registration statement on Form S-3, file no. 333-12211, 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. 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: May 21, 1997 By: /s/ Bruce C. Strohm ----------------------------------------- Bruce C. Strohm, Secretary, Executive Vice President and General Counsel