SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EQUITY RESIDENTIAL
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 13-3675988
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
TWO NORTH RIVERSIDE PLAZA, SUITE 400, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box [ ]
Securities Act registration statement file number to which this form
relates: 333-45533
Securities to be registered pursuant to Section 12(b) of the Act:
DEPOSITARY SHARES EACH REPRESENTING
A 1/10 FRACTIONAL INTEREST IN A
6.48% SERIES N CUMULATIVE
REDEEMABLE PREFERRED SHARE OF BENEFICIAL
INTEREST (PAR VALUE $0.01 PER SHARE)
(LIQUIDATION PREFERENCE EQUIVALENT TO THE NEW YORK STOCK EXCHANGE, INC.
$25.00 PER DEPOSITARY SHARE) (Name of each exchange on which
(Title of Class) each Class is to be Registered)
Securities to be registered pursuant to Section 12(g) of the Act: NONE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
(a) Regulation S-K Item 202(a)
"Description of Shares of Beneficial Interest" and "Description of
Depositary Shares," pp. 5 through 19, inclusive, of the final
Prospectus, dated March 25, 1998, and "Description of Series N
Preferred Shares and Depositary Shares," pp. S-11 through S-17,
inclusive, of the final Prospectus Supplement of the Registrant, dated
May 20, 2003, filed on May 22, 2003, with the Securities and Exchange
Commission, File No. 333-45533, pursuant to Rule 424(b)(5), are hereby
incorporated herein by reference. The Registrant has filed an
application for listing of the Depositary Shares of the Registrant to
which this Form 8-A applies on the New York Stock Exchange.
(b) Regulation S-K Item 202(b)-(f)
Not applicable.
ITEM 2. EXHIBITS.
Exhibit
Number Description of Exhibit
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1.1 Form S-3 Registration Statement of the Registrant, declared effective
on February 27, 1998, by the Securities and Exchange Commission, File
No. 333-45533, is hereby incorporated hereby reference.
3.1(1) Second Amended and Restated Declaration of Trust of the Registrant
dated May 30, 1997 ("Declaration of Trust").
3.2(2) Articles Supplementary to Declaration of Trust dated September 22,
1997.
3.3(3) Articles Supplementary to Declaration of Trust dated September 30,
1998.
3.4(4) Articles Supplementary to Declaration of Trust dated September 27,
1999.
3.5(5) Certificate of Correction to Articles Supplementary to Declaration of
Trust dated July 6, 2000.
3.6(4) Articles Supplementary to Declaration of Trust dated March 3, 2000.
3.7(4) Articles Supplementary to Declaration of Trust dated March 23, 2000.
3.8(4) Articles Supplementary to Declaration of Trust dated May 1, 2000.
2
3.9(4) Articles Supplementary to Declaration of Trust dated August 11,
2000.
3.10(4) Articles Supplementary to Declaration of Trust dated December 8,
2000.
3.11(5) Articles Supplementary to Declaration of Trust dated March 23,
2001.
3.12(5) Articles Supplementary to Declaration of Trust dated June 22, 2001.
3.13(5) Articles Supplementary to Declaration of Trust dated December 14,
2001.
3.14(5) Articles of Amendment to Declaration of Trust dated December 12,
2001.
3.15(6) Articles of Amendment to the Declaration of Trust dated May 15,
2002.
3.16(7) Fourth Amended and Restated Bylaws of the Registrant.
3.17 Form of Articles Supplementary to the Declaration of Trust relating
to the 6.48% Series N Cumulative Redeemable Preferred Shares of
Beneficial Interest.
3.18 Form of Specimen Depositary Receipt evidencing Depositary Shares,
each Depositary Share representing a 1/10 fractional interest in a
6.48% Series N Cumulative Redeemable Preferred Share of Beneficial
Interest.
3.19 Deposit Agreement dated June 19, 2003 by and between the
Registrant, EquiServe Trust Company, N.A. and EquiServe, Inc.
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1 Included as an exhibit to the Registrant's Form 8-K dated May 30, 1997, filed
on June 5, 1997.
2 Included as an exhibit to the Registrant's Form 8-A filed September 19, 1997.
3 Included as an exhibit to the Registrant's Form 8-A filed October 16, 1998.
4 Included as an exhibit to the Registrant's Form 10-K for the year ended
December 31, 2000.
5 Included as an exhibit to the Registrant's Form 10-K for the year ended
December 31, 2001.
6 Included as an exhibit to the Registrant's Form 10-Q for the quarterly period
ended June 30, 2002.
7 Included as an exhibit to the Registrant's Form 10-Q for the quarterly period
ended June 30, 2001.
3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Date: June 19, 2003
EQUITY RESIDENTIAL
By: /s/ BRUCE C. STROHM
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Bruce C. Strohm
Executive Vice President,
General Counsel and Secretary