UNITED STATES
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): December 2, 2009
EQUITY RESIDENTIAL
(Exact name of registrant as specified in its charter)
| Maryland | 1-12252 | 13-3675988 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
ERP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in its Charter)
| Illinois | 0-24920 | 36-3894853 | ||
| (State or other jurisdiction of incorporation or organization |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 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.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14-d(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events. |
Equity Residential today announced that its operating partnership, ERP Operating Limited Partnership (the “Operating Partnership”), has commenced a cash tender offer for any and all of its 6.95% Notes due March 2, 2011, 6.625% Notes due March 15, 2012 and 5.50% Notes due October 1, 2012 and a cash tender offer for any and all of its 3.85% Exchangeable Senior Notes due August 15, 2026 (collectively, the “Offers”). Additional terms and conditions of the Offers, are set forth in the Operating Partnership’s Offer to Purchase dated December 2, 2009 and the related Letter of Transmittal.
A copy of Equity Residential’s press release announcing the Offers is filed herewith as Exhibit 99.1.
The press release is neither an offer to purchase nor a solicitation to buy any of the Notes nor is it a solicitation for acceptance of the Offers. The Operating Partnership is making the Offers only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release of Equity Residential announcing the Offers by ERP Operating Limited Partnership dated December 2, 2009. |
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, its general partner | |||
| Date: December 2, 2009 | By: | /S/ BRUCE C. STROHM | ||
| Name: | Bruce C. Strohm | |||
| Its: | Executive Vice President and General Counsel | |||
| EQUITY RESIDENTIAL | ||||
| Date: December 2, 2009 | By: | /S/ BRUCE C. STROHM | ||
| Name: | Bruce C. Strohm | |||
| Its: | Executive Vice President and General Counsel | |||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 |
Press Release of Equity Residential announcing the Offers by ERP Operating Limited Partnership dated December 2, 2009. |