As filed with the Securities and Exchange Commission on June 23, 1999
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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): JUNE 17, 1999
ERP OPERATING LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
ILLINOIS 0-24920 36-3894853
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) 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)
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ITEM 7. Financial Statements, PRO FORMA Financial Information and Exhibits
Exhibit
Number Exhibit
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1 Form of Terms Agreement dated June 17, 1999 among ERP Operating
Limited Partnership, Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch"), Banc of America
Securities LLC, Chase Securities Inc. and J.P. Morgan Securities
Inc., 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. 333-45557, 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; the Form of Terms Agreement incorporates
(1) the terms and provisions of the Purchase Agreement dated
December 13, 1994, as amended, among Merrill Lynch and ERP Operating
Limited Partnership, the form of which was previously filed as
Exhibit 1 to the Registrant's registration statement on Form S-3,
file no. 33-84892 under the Securities Act of 1933, as amended and
(2) certain terms and provisions of the Terms Agreement dated
August 8, 1996 among Merrill Lynch, Alex. Brown & Sons Incorporated
and J.P. Morgan Securities Inc., the form of which was previously
filed as Exhibit 1 to the Registrant's Current Report on Form 8-K
dated August 8, 1996, each as incorporated herein by reference
thereto and, as this Form 8-K is incorporated by reference in
registration statement no. 333-45557, such terms are 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. 333-45557, 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.
ERP OPERATING LIMITED PARTNERSHIP
By: EQUITY RESIDENTIAL PROPERTIES
TRUST, its general partner
Date: June 23, 1999 By: /s/ Bruce C. Strohm
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Bruce C. Strohm
Executive Vice President, General Counsel
and Secretary
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