UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended DECEMBER 31, 1997 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-24920 ERP OPERATING LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Its Charter) Illinois 36-3894853 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) Two North Riverside Plaza, Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code) (312) 474-1300 (Registrant's Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: 7.57% Notes due August 15, 2026 New York Stock Exchange (Title of Class) (Name of Each Exchange on Which Registered) Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership Interest ------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] On May 22, 1998, ERP Operating Limited Partnership (the "Operating Partnership") hereby amends its Annual Report on Form 10-K for the year ended December 31, 1997, to include Restated Financial Data Schedules for the following periods as a result of the Operating Partnership's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share": - Nine Months Ended September 30, 1997 - Six Months Ended June 30, 1997 - Three Months Ended March 31, 1997 - Year Ended December 31, 1996 - Nine Months Ended September 30, 1996 - Six Months Ended June 30, 1996 - Three Months Ended March 31, 1996 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) (3) Exhibits: 4.1** Indenture, dated as of May 16, 1994, by and among the Operating Partnership, as obligor, the Company, as guarantor and The First National Bank of Chicago, as trustee in connection with 8 1/2% senior notes due May 15, 1999 4.2*** Indenture, dated October 1, 1994, between the Operating Partnership, as obligor and The First National Bank of Chicago, as trustee in connection with up to $500 million of debt securities 10.1*** Fourth Amended and Restated Agreement of Limited Partnership of ERP Operating Limited Partnership 10.2* Form of Property Management Agreement (REIT properties) 10.3** Form of Property Management Agreement (Non-REIT properties) 10.4**** Amended and Restated Master Reimbursement agreement, dated as of November 1, 1996 by and between Federal National Mortgage Association and EQR-Bond Partnership 10.5+ Second Amended and Restated Revolving Credit Agreement, dated as of September 9, 1997 among the Operating Partnership and Morgan Guaranty Trust Company of New York, as lead agent, Bank of America National Trust and Savings Association, as co-lead agent, The First National Bank of Chicago, as co-agent, U.S. Bank National Association f/k/a and d/b/a First Bank National Association, as co-agent and NationsBank of Texas, N.A., as co-agent 10.6++ Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Evans Withycombe Residential, L.P. 12++ Computation of Ratio of Earnings to Fixed Charges 2 21++ List of Subsidiaries of the Operating Partnership 23.1++ Consent of Grant Thornton LLP 23.2++ Consent of Ernst & Young LLP 24.1++ Power of Attorney for John W. Alexander dated March 2, 1998 24.2++ Power of Attorney for James D. Harper, Jr. dated March 2, 1998 24.3++ Power of Attorney for Errol R. Halperin dated March 2, 1998 24.4++ Power of Attorney for B. Joseph White dated March 2, 1998 24.5++ Power of Attorney for Barry S. Sternlicht dated March 4, 1998 24.6++ Power of Attorney for Henry H. Goldberg dated March 2, 1998 24.7++ Power of Attorney for Edward Lowenthal dated March 2, 1998 24.8++ Power of Attorney for Jeffrey H. Lynford dated March 2, 1998 24.9++ Power of Attorney for Stephen O. Evans dated March 2, 1998 27.1 Restated Financial Data Schedule for the nine months ended September 30, 1997 27.2 Restated Financial Data Schedule for the six months ended June 30, 1997 27.3 Restated Financial Data Schedule for the three months ended March 31, 1997 27.4 Restated Financial Data Schedule for the year ended December 31, 1996 27.5 Restated Financial Data Schedule for the nine months ended September 30, 1996 27.6 Restated Financial Data Schedule for the six months ended June 30, 1996 27.7 Restated Financial Data Schedule for the three months ended March 31, 1996 - -------------------- * Included as an exhibit to the Company's Form S-11 Registration Statement File No. 33-63158, and incorporated herein by reference. ** Included as an exhibit to the Operating Partnership's Form 10/A, dated December 12, 1994, File No. 0-24920, and incorporated herein by reference. *** Included as an exhibit to the Operating Partnership's Form 10-Q for the quarter ended September 30, 1995, dated November 7, 1995, and incorporated herein by reference. **** Included as an exhibit to the Operating Partnership's Form 10-K for the year ended December 31, 1996. + Included as an exhibit to the Operating Partnership's Form 8-K dated September 10, 1997, filed on September 10, 1997. ++ Included as an exhibit to the Operating Partnership's initial Annual Report on Form 10-K for the year ended December 31, 1997. 3 SIGNATURES ---------- Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized. ERP OPERATING LIMITED PARTNERSHIP BY: EQUITY RESIDENTIAL PROPERTIES TRUST, ITS GENERAL PARTNER Date: May 29, 1998 By: /s/ Douglas Crocker II ------------ ------------------------------------------ Douglas Crocker II President, Chief Executive Officer, Trustee and *Attorney-in-Fact Date: May 29, 1998 By: /s/ David J. Neithercut ------------ ------------------------------------------ David J. Neithercut Executive Vice-President and Chief Financial Officer Date: May 29, 1998 By: /s/ Michael J. McHugh ------------ ------------------------------------------ Michael J. McHugh Executive Vice-President, Chief Accounting Officer, Treasurer and *Attorney-in-fact Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: May 29, 1998 By: /s/ Samuel Zell ------------ ------------------------------------------ Samuel Zell Chairman of the Board of Trustees Date: May 29, 1998 By: /s/ Gerald A. Spector ------------ ------------------------------------------ Gerald A. Spector Executive Vice-President, Chief Operating Officer and Trustee Date: May 29, 1998 By: /s/ Sheli Z. Rosenberg ------------ ------------------------------------------ Sheli Z. Rosenberg Trustee 4 SIGNATURES-CONTINUED -------------------- Date: May 29, 1998 By: * ------------ ------------------------------------- James D. Harper Trustee Date: May 29, 1998 By: * ------------ ------------------------------------- Errol R. Halperin Trustee Date: May 29, 1998 By: * ------------ ------------------------------------- Barry S. Sternlicht Trustee Date: May 29, 1998 By: * ------------ ------------------------------------- John W. Alexander Trustee Date: May 29, 1998 By: * ------------ ------------------------------------- B. Joseph White Trustee Date: May 29, 1998 By: * ------------ ------------------------------------- Henry H. Goldberg Trustee Date: May 29, 1998 By: * ------------ ------------------------------------- Jeffrey H. Lynford Trustee Date: May 29, 1998 By: * ------------ ------------------------------------- Edward Lowenthal Trustee Date: May 29, 1998 By: * ------------ ------------------------------------- Stephen O. Evans Executive Vice President-- Strategic Investments and Trustee */s/ Michael J. McHugh ---------------------------------------- By: Michael J. McHugh, as attorney-in-fact 5