PROSPECTUS
3,089,547 SHARES
EQUITY RESIDENTIAL PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
The persons listed below, who may become shareholders of Equity
Residential Properties Trust, may offer and sell from time to time up to
3,089,547 of our common shares of beneficial interest under this prospectus.
In this prospectus we refer to these persons as the selling shareholders. We
may issue up to 3,089,547 common shares to the selling shareholders, upon
their request, in exchange for their 3,089,547 units of limited partnership
interest in ERP Operating Limited Partnership, our operating partnership.
Our registration of these common shares is not meant to imply that the
selling shareholders will offer or sell any of these common shares. We will
receive no proceeds from any sale of common shares by a selling shareholder.
The selling shareholders may offer their common shares through public or
private transactions, on or off the New York Stock Exchange, at prevailing
market prices, or at privately negotiated prices. The selling shareholders may
sell their common shares directly or through agents or broker-dealers acting as
principal or agent, or in a distribution by underwriters.
The common shares are listed on the New York Stock Exchange under the
symbol "EQR".
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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The date of this prospectus is July 7, 1999.
TABLE OF CONTENTS
Page
Special Note Regarding Forward-Looking Statements . . 3
Available Information . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents By Reference . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . 5
No Proceeds to the Company . . . . . . . . . . . . . 5
Selling Shareholders . . . . . . . . . . . . . . . . 5
Additional Federal Income Tax Considerations . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . . . . . . . . 9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in or incorporated by reference into this
prospectus and any accompanying prospectus supplement contains
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"). We intend the
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in that section. These forward-looking
statements relate to, without limitation, our anticipated future economic
performance, our plans and objectives for future operations and projections
of revenue and other financial items, which can be identified by the use of
forward-looking words such as "may," "will," "should," "expect,"
"anticipate," "estimate" or "continue" or the negative thereof or other
variations thereon or comparable terms. The cautionary statements under the
caption "Risk Factors" contained in our Annual Report on Form 10-K for the
year ended December 31, 1998, which is incorporated herein by reference, and
other similar statements contained in this prospectus or any accompanying
prospectus supplement identify important factors with respect to
forward-looking statements, including certain risks and uncertainties, that
could cause actual results to differ materially from those in such
forward-looking statements.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, we are required to file reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
You may inspect and copy these reports, proxy statements and other
information at the Public Reference Section of the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, Suite 1300, New York, New York 10048. You
may also obtain copies of the reports, proxy statements and other information
from the Public Reference Section of the Commission, Washington, D.C. 20549,
upon payment of prescribed rates, or in certain cases by accessing the
Commission's World Wide Web site at http://www.sec.gov. You may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. Our common shares are listed on the New York
Stock Exchange under the symbol "EQR". Our reports, proxy statements and
other information are also available for inspection at the offices of the New
York Stock Exchange located at 20 Broad Street, New York, New York 10005.
We have filed with the Commission a registration statement on Form S-3
(the "Registration Statement"), of which this prospectus is a part, under the
Securities Act, with respect to the securities covered by this prospectus.
This prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. Statements
contained in this prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance, we refer the
reader to the copy of such contract or document filed as an exhibit to the
Registration Statement. Each such statement is qualified in all respects by
this reference and the exhibits and schedules thereto. For further
information about us and the common shares covered by this prospectus, we
refer the reader to the Registration Statement and these exhibits and
schedules which may be obtained from the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We have filed the documents listed below with the Commission under the
Exchange Act and these documents are incorporated into this prospectus by
reference:
a. Annual Report on Form 10-K for the year ended December 31, 1998.
b. Quarterly Report on Form 10-Q for the period ended March 31, 1999.
c. Second Amended and Restated Declaration of Trust (the "Declaration of
Trust") filed as Exhibit 3.1 to our Current Report on Form 8-K dated
May 30, 1997, as amended or supplemented from time to time.
d. Second Amended and Restated Bylaws (the "Bylaws"), filed as Exhibit
3.2 to our Current Report on Form 8-K, dated May 30, 1997.
e. Definitive Proxy Statement relating to our Annual Meeting of
Shareholders dated March 31, 1999.
3
f. Joint Proxy Statement/Prospectus/Information Statement dated
September 14, 1998.
g. Description of our common shares contained in our registration
statement on Form 8-A/A dated August 10, 1993.
h. Current Reports on Form 8-K dated June 25, 1998, July 8, 1998,
July 23, 1998, August 11, 1998, October 19, 1998, February 24,
1999 and June 30, 1999 and our Current Report on Form 8-K/A
dated July 23, 1998.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act after the date of this prospectus and prior to the
termination of the offering of all common shares under this prospectus will also
be deemed to be incorporated by reference in this prospectus and to be a part
hereof from the date of filing those documents.
Any statement contained in this prospectus or in a document incorporated or
deemed to be incorporated by reference herein will be modified or superseded by
inconsistent statements in any document we file in the future that will be
deemed incorporated by reference herein, including any prospectus supplement
that supplements this prospectus. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus or any accompanying prospectus supplement. Subject to the foregoing,
all information appearing in this prospectus and each accompanying prospectus
supplement is qualified in its entirety by the information appearing in the
documents incorporated by reference.
We will provide, without charge, copies of all documents that are
incorporated herein by reference (not including the exhibits to such
information, unless such exhibits are specifically incorporated by reference in
such information) to each person, including any beneficial owner, to whom this
prospectus is delivered upon written or oral request. Requests should be
directed to Equity Residential Properties Trust, Two North Riverside Plaza,
Suite 400, Chicago, Illinois 60606, Attention: Cynthia McHugh (telephone
number: (312) 474-1300).
4
UNLESS OTHERWISE INDICATED, WHEN USED HEREIN, THE TERMS "WE" AND "US" REFER
TO EQUITY RESIDENTIAL PROPERTIES TRUST, A MARYLAND REAL ESTATE INVESTMENT TRUST,
AND ITS SUBSIDIARIES, INCLUDING ERP OPERATING LIMITED PARTNERSHIP, ITS OPERATING
PARTNERSHIP.
THE COMPANY
We are an equity real estate investment trust, or REIT, formed to continue
the multifamily property business objectives and acquisition strategies of
certain affiliated entities controlled by Mr. Samuel Zell, Chairman of our Board
of Trustees. We are the managing general partner of ERP Operating Limited
Partnership, our operating partnership. We own, administer and manage all of
our assets and conduct substantially all of our business through the operating
partnership and its subsidiaries.
Our executive offices are located at Two North Riverside Plaza, Suite 400,
Chicago, Illinois 60606, and its telephone number is (312) 474-1300.
NO PROCEEDS TO THE COMPANY
We will not receive any of the proceeds from sales of common shares offered
by the selling shareholders. We will pay all of the costs and expenses incurred
in connection with the registration under the Securities Act of the offering
made hereby, other than any brokerage fees and commissions, fees and
disbursements of legal counsel for the selling shareholders and share transfer
and other taxes attributable to the sale of the offered common shares, which
will be paid by the selling shareholders.
SELLING SHAREHOLDERS
We may issue up to 3,089,547 common shares to the selling shareholders who
currently hold 3,089,547 units of limited partnership interest in our operating
partnership, if and to the extent that the selling shareholders exchange their
units of limited partnership interest and we issue common shares to them in
exchange therefor. Following our issuance of these shares, the selling
shareholders may resell the common shares covered by this prospectus as provided
under the Plan of Distribution section of this prospectus or as described in an
applicable prospectus supplement. The following table provides the name of each
selling shareholder, the number of common shares to be owned upon exchange of
such units of limited partnership interest by each selling shareholder before
any offering to which this prospectus relates, and the number of common shares
that may be offered by each selling shareholder. Assuming the redemption of all
units of limited partnership held by each selling shareholder, the number of
common shares set forth in the following table is also the number of common
shares owned by each selling shareholder prior to the offering. Because the
selling shareholders may sell all or some of their offered common shares, no
estimate can be made of the number of offered common shares that will be sold by
the selling shareholders or that will be owned by the selling shareholders upon
completion of the offering. There is no assurance that the selling shareholders
will sell any of the offered common shares. The common shares covered by this
prospectus represent approximately 2.3% of the total common shares (assuming
exchange of all outstanding units of limited partnership interest for common
shares) outstanding as of March 31, 1999.
5
NUMBER OF COMMON
SHARES OWNED AND
NAME OF SELLING SHAREHOLDER OFFERED HEREBY
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Legacy Partners EQR Holding, Inc. . . . . . . . . . . 444,456
C. Preston Butcher III . . . . . . . . . . . . . . . 340,095
Mack Pogue, Inc. . . . . . . . . . . . . . . . . . . 256,676
W. Dean Henry . . . . . . . . . . . . . . . . . . . . 213,343
Denny McLarry 1998 Trust . . . . . . . . . . . . . . 206,591
Otilia C. McLarry 1998 Trust . . . . . . . . . . . . 206,591
Woodson Family Trust . . . . . . . . . . . . . . . . 144,073
Legacy Partners 2236 L.P. . . . . . . . . . . . . . . 136,659
SP Lakeshore Partners, Ltd. . . . . . . . . . . . . . 103,036
David Brent Pogue . . . . . . . . . . . . . . . . . . 73,512
Blair Matthew Pogue . . . . . . . . . . . . . . . . . 68,379
Park River Limited Partners, Ltd. . . . . . . . . . . 62,300
Jeff Byrd . . . . . . . . . . . . . . . . . . . . . . 61,969
Gary J. Rossi . . . . . . . . . . . . . . . . . . . . 57,746
B-Way Limited Partners, Ltd. . . . . . . . . . . . . 56,951
Wimbledon Partners, Ltd. . . . . . . . . . . . . . . 52,869
Lakewood Greens Partners, Ltd. . . . . . . . . . . . 48,926
Legacy Partners 2232 L.P. . . . . . . . . . . . . . . 43,284
Edward D. O'Brien . . . . . . . . . . . . . . . . . . 41,485
Paul M. Thomas Jr. Family Trust . . . . . . . . . . . 37,498
Villas at Josey Ranch, Inc. . . . . . . . . . . . . . 37,252
Blake Pogue . . . . . . . . . . . . . . . . . . . . . 33,665
Stuart L. Leeder . . . . . . . . . . . . . . . . . . 32,115
Guy Hays . . . . . . . . . . . . . . . . . . . . . . 30,578
Kimberlee Spicer Romanov . . . . . . . . . . . . . . 27,996
Gould Investors, LP . . . . . . . . . . . . . . . . . 26,470
Eduard de Guardiola . . . . . . . . . . . . . . . . . 24,820
Fielders 1990 Partners, L.P. . . . . . . . . . . . . 22,285
CR Townhomes Limited Partnership . . . . . . . . . . 22,111
Michael A. Zoellner . . . . . . . . . . . . . . . . . 16,847
Cann Investments, Ltd. . . . . . . . . . . . . . . . 16,611
Jane A. Hiber . . . . . . . . . . . . . . . . . . . . 15,457
Michael Blonder . . . . . . . . . . . . . . . . . . . 15,420
Pleasant Ridge Partners, L.P. . . . . . . . . . . . . 14,149
Esther A. Dunton . . . . . . . . . . . . . . . . . . 13,435
Paul H. Ravich . . . . . . . . . . . . . . . . . . . 9,365
Howard G. Stacker . . . . . . . . . . . . . . . . . . 9,365
Arledge Family Trust. . . . . . . . . . . . . . . . . 8,660
Edward B. Romanov, Jr. . . . . . . . . . . . . . . . 8,424
Delivertech, Inc. . . . . . . . . . . . . . . . . . . 8,163
Dallas Sandstone of Bear Creek L.P. . . . . . . . . . 8,142
Richard L. Fore . . . . . . . . . . . . . . . . . . . 6,903
Gerald Blonder . . . . . . . . . . . . . . . . . . . 5,776
Pogue Children's 1988 Lincoln Trust . . . . . . . . . 4,877
Legacy Partners 292 L.P. . . . . . . . . . . . . . . 4,506
Legacy Partners 234 L.P. . . . . . . . . . . . . . . 4,477
John Igoe c/o LPAC Agent . . . . . . . . . . . . . . 2,233
Delores Jean Pogue Trust . . . . . . . . . . . . . . 1,881
Edward T. Hewitt . . . . . . . . . . . . . . . . . . 406
Richard H. Semple . . . . . . . . . . . . . . . . . . 406
Roy L. Titchworth, M.D. and Carolyn Titchworth . . . 270
Paul M. Thomas, Jr. . . . . . . . . . . . . . . . . . 43
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3,089,547
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6
ADDITIONAL FEDERAL INCOME TAX CONSIDERATIONS
The Following discussion supplements the discussion under the heading
"Federal Income Tax Considerations--Other Tax Considerations" in our 1998
annual report, which has been incorporated into this prospectus by reference.
On April 28, 1999, the Real Estate Investment Trust Modernization Act of
1999 was introduced in Congress. This bill would change some of the rules that
apply to REITS. The bill is similar to the Clinton administration's proposal,
which is discussed in our 1998 annual report, in several respects. Under
current law, a REIT is precluded from owning more than 10% of the outstanding
voting securities of any one issuer, other than a wholly-owned subsidiary or
another REIT. Like the Clinton proposal, the bill would continue the current
restriction and also would preclude a REIT from owning more than 10% of the
value of all classes of stock of any covered issuer. However, the securities of
some corporations in which a REIT owned an interest on April 28, 1999 would be
excepted from this new requirement. Also like the Clinton proposal, the bill
would permit a REIT to create taxable subsidiaries that would not be subject to
some of the REIT asset tests.
It is uncertain whether any legislative proposal regarding the REIT rules
will be enacted. It also is uncertain what the terms of any new legislation
affecting REITS would be.
7
PLAN OF DISTRIBUTION
Any of the selling shareholders may from time to time, in one or more
transactions, sell all or a portion of the offered common shares on the New
York Stock Exchange, in the over-the-counter market, on any other national
securities exchange on which the common shares are listed or traded, in
negotiated transactions, in underwritten transactions or otherwise, at prices
then prevailing or related to the then current market price or at negotiated
prices. The offering price of the offered common shares from time to time
will be determined by the selling shareholders and, at the time of such
determination, may be higher or lower than the market price of the common
shares on the New York Stock Exchange. In connection with an underwritten
offering, underwriters or agents may receive compensation in the form of
discounts, concessions or commissions from a selling shareholder or from
purchasers of offered common shares for whom they may act as agents, and
underwriters may sell offered common shares to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Under agreements that may be entered into by
us, underwriters, dealers and agents who participate in the distribution of
offered common shares may be entitled to indemnification by us against
certain liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which such underwriters, dealers or
agents may be required to make in respect thereof. The offered common shares
may be sold directly or through broker-dealers acting as principal or agent,
or pursuant to a distribution by one or more underwriters on a firm
commitment or best-efforts basis. The methods by which the offered common
shares may be sold include: (a) a block trade in which the broker-dealer so
engaged will attempt to sell the offered common shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers; (d) an exchange distribution in accordance with the rules of the
New York Stock Exchange; (e) privately negotiated transactions; and (f)
underwritten transactions. The selling shareholders and any underwriters,
dealers or agents participating in the distribution of the offered common
shares may be deemed to be "underwriters" within the meaning of the
Securities Act, and any profit on the sale of the offered common shares by
the selling shareholders and any commissions received by any such
broker-dealers may be deemed to be underwriting commissions under the
Securities Act.
When a selling shareholder elects to make a particular offer of offered
common shares, a prospectus supplement, if required, will be distributed which
will identify any underwriters, dealers or agents and any discounts, commissions
and other terms constituting compensation from such selling shareholder and any
other required information.
In order to comply with the securities laws of certain states, if
applicable, the offered common shares may be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the offered common
shares may not be sold unless they have been registered or qualified for sale in
such state or an exemption from such registration or qualification requirement
is available and is complied with.
We have agreed to pay all costs and expenses incurred in connection with
the registration under the Securities Act of the offered common shares,
including, without limitation, all registration and filing fees, printing
expenses and fees and disbursements of our counsel and accountants. The selling
shareholders will pay any brokerage fees and commissions, fees and disbursements
of their legal counsel and share transfer and other taxes attributable to the
sale of the offered common shares. We have also agreed to indemnify each of the
selling shareholders and their respective officers, directors and trustees and
each person who controls (within the meaning of the Securities Act) such selling
shareholder against certain losses, claims, damages, liabilities and expenses
arising under the securities laws in connection with this offering. Each of the
selling shareholders has agreed to indemnify us and our officers and trustees
and each person who controls (within the meaning of the Securities Act) our
company against any losses, claims, damages, liabilities and expenses arising
under the securities laws in connection with this offering with respect to
written information furnished to us by such selling shareholder; PROVIDED,
HOWEVER, that the indemnification obligation is several, not joint, as to each
selling shareholder.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 1998, and the Statements of Revenue and Certain
Expenses of certain properties that were acquired or were expected to be
acquired in 1998, included in our Current Report on Form 8-K dated June 25,
1998, as set forth in their reports, which are incorporated by reference in this
prospectus and elsewhere in the registration statement. Our consolidated
financial statements and schedule and the statements of revenue and certain
expenses
8
are incorporated by reference in reliance on Ernst & Young LLP's reports,
given on their authority as experts in accounting and auditing.
The consolidated financial statements of Merry Land & Investment Company,
Inc. appearing in our Current Report on Form 8-K, dated July 23, 1998 were
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated in this Registration
Statement in reliance upon the authority of said firm as experts in accounting
and auditing.
LEGAL MATTERS
The legality of the offered common shares has been passed upon for us by
Rosenberg & Liebentritt, P.C., Chicago, Illinois. Certain tax matters have been
passed upon by Hogan & Hartson L.L.P., our special tax counsel. Rosenberg &
Liebentritt, P.C. will rely on Hogan & Hartson L.L.P. as to certain matters of
Maryland law.
9
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY US. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE COMMON SHARE, IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM TO WHOM, IT IS UNLAWFUL TO MAKE ANY
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN OUR AFFAIRS SINCE THE DATE HEREOF.
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3,089,547 SHARES
EQUITY RESIDENTIAL PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
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PROSPECTUS
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JULY 7, 1999
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