As filed with the Securities and Exchange Commission on October 3, 1997
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITY RESIDENTIAL PROPERTIES TRUST
(Exact name of Registrant as specified in its charter)
Maryland 13-3675988
(State or other jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
Two North Riverside Plaza, Suite 450, Chicago, Illinois 60606 (312) 474-1300
(Address of Principal Executive Offices)
EQUITY RESIDENTIAL PROPERTIES TRUST
THIRD AMENDED AND RESTATED 1993 SHARE OPTION AND SHARE AWARD PLAN
(Full Title of the Plan)
Douglas Crocker II
President and Chief Executive Officer
Two North Riverside Plaza, Suite 450
Chicago, Illinois 60606
(Name and Address of Agent for Service)
(312) 474-1300
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Sheli Z. Rosenberg, Esq.
Ruth Pinkham Haring, Esq.
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza, Suite 1515
Chicago, Illinois 60606
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Amount to be Aggregate Price Aggregate Registration Fee
Title of Securities to be Registered Registered Per Share (1) Offering Price (1)
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Common Shares of Beneficial Interest,
$.01 par value....................... 5,600,000(2) $51.6875 $103,375,000(2) $ 31,326(2)
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(1) Estimated solely for purposes of calculating the amount of the registration
fee based upon the average high and low prices reported for such shares on
the New York Stock Exchange on September 26, 1997, pursuant to Rule
457(h)(1).
(2) 3,600,000 Common Shares of Beneficial Interest of the Registrant (the
"Common Shares") have previously been registered with the Securities and
Exchange Commission pursuant to an effective Registration Statement on Form
S-8. The amount of the registration fee, therefore, relates to only those
additional 2,000,000 Common Shares being registered pursuant hereto.
PART II
REGISTRATION OF ADDITIONAL SECURITIES
On June 26, 1996, Equity Residential Properties Trust (the "Company") filed
a Registration Statement (File No. 333-06867) on Form S-8 (the "Previous
Registration Statement") covering 3,600,000 of the Company's common shares of
beneficial interest, $0.01 par value per share (the "Common Shares"), issuable
upon the award of share grants and the exercise of share options granted under
the Company's Second Amended and Restated 1993 Share Option and Share Award Plan
(the "Plan"), the contents of which Registration Statement are incorporated
herein by reference.
On February 24, 1997, the Company's Board of Trustees approved a resolution
amending the Plan (together with other amendments thereto constituting the
Company's Third Amended and Restated 1993 Share Option and Share Award Plan, the
"Amended Plan") to increase the number of Common Shares issuable thereunder by
2,000,000 Common Shares to an aggregate of 5,600,000 Common Shares. On July 22,
1997, the Company's shareholders approved the Amended Plan. The total number of
Common Shares currently registered for issuance pursuant to the Plan is
5,600,000 and this registration statement covers the additional 2,000,000 Common
Shares to be registered hereunder.
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on October 3, 1997.
EQUITY RESIDENTIAL PROPERTIES TRUST
By: /s/ Douglas Crocker II
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Douglas Crocker II, President, Chief
Executive Officer and Trustee
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Douglas Crocker II and Sheli Z.
Rosenberg, or either of them, his attorneys-in-fact and agents, with full power
of substitution and resubstitution for him in any and all capacities, to sign
any or all amendments or post-effective amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith or in connection with the registration of the Securities
under the Exchange Act, with the Securities and Exchange Commission, granting
unto each of such attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary in connection
with such matters as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that each of such attorneys-in-
fact and agents or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name Title Date
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/s/ Samuel Zell Chairman of the Board of Trustees October 3, 1997
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Samuel Zell
/s/ Douglas Crocker II President, Chief Executive Officer and Trustee October 3, 1997
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Douglas Crocker II
/s/ David J. Neithercut Executive Vice President and Chief Financial Officer October 3, 1997
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David J. Neithercut
/s/ Michael J. McHugh Senior Vice President, Chief Accounting Officer and October 3, 1997
- --------------------------- Treasurer
Michael J. McHugh
/s/ Gerald A. Spector Trustee October 3, 1997
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Gerald A. Spector
/s/ Sheli Z. Rosenberg Trustee October 3, 1997
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Sheli Z. Rosenberg
/s/ James D. Harper, Jr. Trustee October 3, 1997
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James D. Harper, Jr.
/s/ Errol R. Halperin Trustee October 3, 1997
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Errol R. Halperin
/s/ John Alexander Trustee October 3, 1997
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John Alexander
/s/ Barry S. Sternlicht Trustee October 3, 1997
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Barry S. Sternlicht
/s/ B. Joseph White Trustee October 3, 1997
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B. Joseph White
/s/ Henry H. Goldberg Trustee October 3, 1997
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Henry H. Goldberg
/s/ Jeffrey H. Lynford Trustee October 3, 1997
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Jeffrey H. Lynford
/s/ Edward Lowenthal Trustee October 3, 1997
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Edward Lowenthal
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EXHIBIT INDEX
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Sequentially
Exhibit Exhibit Numbered
Number Description Page
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4.1 * Second Amended and Restated
Declaration of Trust, as amended
4.2 ** Second Amended and Restated
Bylaws
4.3 Form of Equity Residential
Properties Trust Third Amended
and Restated 1993 Share Option
and Share Award Plan
5 Opinion of Rosenberg &
Liebentritt, P.C.
23.1 Consent of Grant Thornton LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Rosenberg &
Liebentritt, P.C. (included in
Exhibit 5)
24 Power of Attorney (filed as part
of the signature page to the
Registration Statement)
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* Included as Exhibit 3.1 to the Company's Current Report on Form 8-K dated
May 30, 1997 and incorporated herein by reference.
** Included as Exhibit 99.2 to the Company's Registration Statement on Form S-
4, File No. 333-24653, and incorporated herein by reference.
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