As filed with the Securities and Exchange Commission on October 5, 1999.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 1, 1999
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
MARYLAND 0-24920 13-3675988
(State or other (Commission File Number) (IRS Employer Identification No.)
Jurisdiction of
Incorporation)
TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (312) 474-1300
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
ITEM 5. OTHER EVENTS.
On October 1, 1999, Equity Residential Properties Trust, a Maryland
real estate investment trust ("EQR"), sole general partner of ERP Operating
Limited Partnership, an Illinois limited partnership ("ERP"), acquired Lexford
Residential Trust, a Maryland real estate investment trust ("Lexford"), through
the merger of Lexford with and into EQR (the "Merger"). Immediately following
the effectiveness of the Merger, EQR contributed substantially all of the assets
previously held by Lexford to ERP in exchange for units of limited partnership
interest in ERP. As of June 30, 1999, Lexford's portfolio of 402 properties
consisted of 36,609 units in 16 states.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
2.1 Agreement and Plan of Merger, dated as of June 30, 1999, by
and between Equity Residential Properties Trust and Lexford
Residential Trust (incorporated by reference to Appendix A of
EQR's Proxy Statement dated August 27, 1999 relating to the
Special Meeting of Shareholders of EQR held on September 30,
1999 which was part of EQR's registration statement on Form
S-4/A filed August 19, 1999 (SEC File No. 333-83663)).
2
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
(Registrant)
By: EQUITY RESIDENTIAL PROPERTIES
TRUST, its General Partner
By: /s/ Bruce C. Strohm
-----------------------------
Name: Bruce C. Strohm
-----------------------------
Title: Executive Vice President,
General Counsel and Secretary
-----------------------------
Dated: October 1, 1999
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
- -------- -------
2.1 Agreement and Plan of Merger, dated as of June 30, 1999, by
and between Equity Residential Properties Trust and Lexford
Residential Trust (incorporated by reference to Appendix A of
EQR's Proxy Statement dated August 27, 1999 relating to the
Special Meeting of Shareholders of EQR held on September 30,
1999 which was part of EQR's registration statement on Form
S-4/A filed August 19, 1999 (SEC File No. 333-83663)).