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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 27, 1997
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
Maryland 0-24920 36-3894853
(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606
(Address of Principal Executive Office) (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 5. Other Events
On August 27, 1997, ERP Operating Limited Partnership, an Illinois
limited partnership ("ERP") and Evans Withycombe Residential, L.P., a Delaware
limited partnership ("EWRP"), entered into an Asset Contribution Agreement dated
as of August 27, 1997 (the "Asset Contribution Agreement") pursuant to which
EWRP agreed to contribute all of its assets to ERP (the "Contribution") in
exchange for units of limited partnership interest in ERP ("ERP Units"). The
Asset Contribution Agreement was entered into in connection with the
contemplated merger ("Merger") of Evans Withycombe Residential, Inc., a Maryland
corporation and sole general partner of EWRP ("EWR") with and into Equity
Residential Properties Trust, a Maryland real estate investment trust and sole
general partner of ERP ("EQR"), pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") entered into between EQR and EWR on August 27, 1997. The
number of ERP Units to be received by EWRP in consideration for the Contribution
shall equal the number of units of limited partnership interest in EWRP ("EWRP
Units") outstanding immediately prior to the Contribution multiplied by 0.50
(the "Exchange Ratio"). The Contribution shall occur upon ERP giving notice to
EWRP at any time following the first to occur of (i) the date twelve months
after the consummation of the Merger, (ii) the date on which EQR receives an
opinion of a nationally recognized tax counsel satisfactory to it or a ruling
from the Internal Revenue Service that the Contribution may be effected without
adversely affecting the qualification of the Merger as a tax-free reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code") or (iii) the date on which regulations are promulgated by
the Department of the Treasury which, in the opinion of a nationally recognized
tax counsel satisfactory to EQR, would permit the Contribution to occur without
adversely affecting the qualification of the Merger as a tax-free reorganization
within the meaning of Section 368 of the Code. If ERP fails to give such notice
by December 31, 1999, the Asset Contribution Agreement shall terminate and EWRP
shall have no further obligations thereunder. The Contribution is also subject
to the approval of the limited partners of EWRP.
Four holders of EWRP Units (the "Unit Holders") have agreed to
contribute their EWRP Units to ERP in exchange for ERP Units pursuant to a Unit
Contribution Agreement entered into between ERP and the Unit Holders dated as of
August 27, 1997 (the "Unit Contribution Agreement"). The number of ERP Units
received by the Unit Holders pursuant to the Unit Contribution Agreement shall
equal the number of EWRP Units contributed to ERP by the Unit Holders multiplied
by the Exchange Ratio. Following the effectiveness of the Merger and
contribution of EWRP Units pursuant to the Unit Contribution Agreement, but
prior to the effectiveness of the Asset Contribution Agreement or contribution
of EWRP Units by other holders of EWRP Units anticipated to be made pursuant to
an exchange offer, ERP will own approximately 13.28% of the total number of EWRP
Units currently outstanding, 1% of which will represent a general partnership
interest in EWRP and EQR will own approximately 81.74% of the total number of
EWRP Units currently outstanding, 1% of which will represent a general
partnership interest in EWRP.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
(10)(a) Asset Contribution Agreement between ERP Operating Limited
Partnership and Evans Withycombe Residential, L.P. dated as
of August 27, 1997.
(10)(b) Unit Contribution Agreement among ERP Operating Limited
Partnership, Stephen O. Evans, F. Keith Withycombe, The
Evans Limited Liability Company and EW Investments Limited
Partnership dated as of August 27, 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.
ERP OPERATING LIMITED PARTNERSHIP
By: EQUITY RESIDENTIAL PROPERTIES
TRUST, its General Partner
By: /s/ Bruce C. Strohm
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Bruce C. Strohm
Secretary, Executive Vice President
and General Counsel
Dated: August 29, 1997
EXHIBIT INDEX
Exhibit No. Description
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(10)(a) Asset Contribution Agreement between ERP Operating Limited
Partnership and Evans Withycombe Residential, L.P. dated as of
August 27, 1997.
(10)(b) Unit Contribution Agreement among ERP Operating Limited
Partnership, Stephen O. Evans, F. Keith Withycombe, The Evans
Limited Liability Company and EW Investments Limited Partnership
dated as of August 27, 1997.
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