As filed with the Securities and Exchange Commission on June 19, 2003
================================================================================
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 19, 2003
EQUITY RESIDENTIAL
(Exact Name of Registrant as Specified in Charter)
MARYLAND 1-12252 13-3675988
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) 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)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit
Number Exhibit
------ -------
1 Terms Agreement dated May 20, 2003 among the Registrant, ERP Operating
Limited Partnership, Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan
Stanley & Co. Incorporated and Wachovia Securities, Inc., as
representatives of the several Underwriters designated in the Terms
Agreement, 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. 333-45533, 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, which Terms Agreement incorporates by
reference the terms and provisions of the Registrant's Standard
Underwriting Provisions, dated May 16, 1997, which was previously
filed as Exhibit 1 to the Registrant's registration statement on Form
S-3, file no. 333-27153 under the Securities Act of 1933, as amended,
and is incorporated herein by reference thereto, and which, as this
Form 8-K filing is incorporated by reference in registration statement
no. 333-45533, is set forth in full in such registration statement.
5 Opinion of Piper Rudnick, LLP, which is being filed pursuant to
Regulation S-K, Item 601(b)(5) as an exhibit to the Registrant's
registration statement on Form S-3, file no. 333-45533, 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.
8 Opinion of Piper Rudnick, which is being filed pursuant to Regulation
S-K, Item 601(b)(8) as an exhibit to the Registrant's registration
statement on Form S-3, file no. 333-45533, 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.
23.1 Consent of Piper Rudnick, LLP (included in Exhibit 5)
23.2 Consent of Piper Rudnick (included in Exhibit 8)
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.
EQUITY RESIDENTIAL
Date: June 19, 2003 By: /s/ BRUCE C. STROHM
--------------------------------
Bruce C. Strohm
Executive Vice President,
General Counsel and Secretary