As filed with the Securities and Exchange Commission on June 5, 1998
File No. 333-
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 400, Chicago, Illinois 60606 (312) 474-1300
(Address of Principal Executive Offices)
EQUITY RESIDENTIAL PROPERTIES TRUST
FOURTH 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:
William C. Hermann, Esq.
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza, Suite 1515
Chicago, Illinois 60606
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Aggregate Aggregate Amount of
Amount to be Price Offering Registration Fee
Title of Securities to be Registered Registered Per Share (1) Price (1)
------------------------------------ ------------ ------------- ---------- ----------------
Common Shares of Beneficial Interest,
$.01 par value ...................... 8,000,000(2) $48.9375 $117,450,000(2) $34,647.75(2)
(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 June 3, 1998, pursuant to Rule 457(h)(1).
(2) 5,600,000 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 2,400,000 Common Shares being registered pursuant hereto.
PART II
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement of Equity Residential Properties Trust (the
"Company") incorporates by reference the contents of the Company's previous
registration statement on Form S-8 dated October 3, 1997 (No. 333-37121)
covering 5,600,000 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
Third Amended and Restated 1993 Share Option and Share Award Plan (the
"Plan"), which previous registration statement incorporates by reference
therein the contents of the Company's registration statement on Form S-8
dated June 26, 1996 (File No. 333-06867).
On March 2, 1998, the Company's Board of Trustees approved a resolution
amending the Plan (together with other amendments thereto constituting the
Company's Fourth Amended and Restated 1993 Share Option and Share Award Plan,
the "Amended Plan") to increase the number of Common Shares issuable
thereunder by 2,400,000 Common Shares to an aggregate of 8,000,000 Common
Shares. On May 14, 1998, 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 2,400,000 Common Shares to be registered hereunder.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
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 June
5, 1998.
EQUITY RESIDENTIAL PROPERTIES TRUST
By: /s/ Douglas Crocker II
----------------------
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
---- ----- ----
/s/ Samuel Zell Chairman of the Board of Trustees June 5, 1998
----------------------
Samuel Zell
/s/ Douglas Crocker II President, Chief Executive Officer and Trustee June 5, 1998
----------------------
Douglas Crocker II
/s/ Gerald A. Spector Executive Vice President, Chief Operating Officer and June 5, 1998
----------------------- Trustee
Gerald A. Spector
/s/ David J. Neithercut Executive Vice President and Chief Financial Officer June 5, 1998
-----------------------
David J. Neithercut
/s/ Michael J. McHugh Executive Vice President, Chief Accounting Officer June 5, 1998
----------------------- and Treasurer
Michael J. McHugh
/s/ Stephen O. Evans Executive Vice President - Strategic Investments and June 5, 1998
---------------------- Trustee
Stephen O. Evans
/s/ Sheli Z. Rosenberg Trustee June 5, 1998
----------------------
Sheli Z. Rosenberg
/s/ James D. Harper, Jr. Trustee June 5, 1998
----------------------
James D. Harper, Jr.
/s/ Errol R. Halperin Trustee June 5, 1998
----------------------
Errol R. Halperin
/s/ John Alexander Trustee June 5, 1998
----------------------
John Alexander
/s/ Barry S. Sternlicht Trustee June 5, 1998
----------------------
Barry S. Sternlicht
/s/ B. Joseph White Trustee June 5, 1998
----------------------
B. Joseph White
/s/ Henry H. Goldberg Trustee June 5, 1998
----------------------
Henry H. Goldberg
/s/ Jeffrey H. Lynford Trustee June 5, 1998
----------------------
Jeffrey H. Lynford
/s/ Edward Lowenthal Trustee June 5, 1998
----------------------
Edward Lowenthal
EXHIBIT INDEX
Exhibit Exhibit Numbered
Number Description Page
- ------- ----------- ------------
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 Fourth 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 Rosenberg & Liebentritt, P.C. (included in Exhibit 5)
24 Power of Attorney (filed as part of the signature page to the
Registration Statement)
- ------------------
* 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.