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, 2005
EQUITY RESIDENTIAL
(Exact Name of Registrant as Specified in its Charter)
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Maryland |
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1-12252 |
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13-3675988 |
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(State or other
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(Commission |
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(I.R.S. Employer |
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Two North
Riverside Plaza, Suite 400 |
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60606 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (312) 474-1300 |
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Not applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 (the “Company”) is re-issuing in an updated format its historical financial statements to satisfy SEC requirements as they relate to Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
In compliance with the provisions of SFAS No. 144, the results of operations of the Company’s consolidated properties that were sold during the first nine months of 2005 were reported as a component of discontinued operations for each period presented (including the comparable period of the prior year) in the Company’s third quarter 2005 quarterly report on Form 10-Q filed with the SEC on November 7, 2005. Under SEC requirements, the same reclassification as discontinued operations is required for previously issued annual financial statements for each of the three years shown in the Company’s most recent annual report on Form 10-K, if those financial statements are incorporated by reference in subsequent filings with the SEC made under the Securities Act of 1933, as amended, even though those financial statements relate to periods prior to the sale date. These reclassifications have no effect on the Company’s previously reported net income available to Common Shares or funds from operations (“FFO”).
This report on Form 8-K updates Items 6, 7, 8 and 15 (Exhibit 12 only) of the Company’s annual report on Form 10-K for the years ended December 31, 2004, 2003, and 2002 to reclassify those properties sold during the first nine months of 2005 as a component of discontinued operations for each period presented in the annual report. All other items of the Company’s Form 10-K remain unchanged. No attempt has been made to update matters in the Form 10-K except to the extent expressly provided above.
ITEM 9.01 Financial Statements and Exhibits
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Exhibit |
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Number |
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Exhibit |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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99.1 |
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Form 10-K, Item 6. Selected Financial Data |
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Form 10-K, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Form 10-K, Item 8. Financial Statements and Supplementary Data |
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Form 10-K, Item 15 (Exhibit 12 Only). Computation of Ratio of Earnings to Combined Fixed Charges |
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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.
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EQUITY RESIDENTIAL |
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Date: December 2, 2005 |
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/s/ Donna Brandin |
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Name: |
Donna Brandin |
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Its: |
Executive Vice President and Chief
Financial |
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Date: December 2, 2005 |
By: |
/s/ Mark L. Wetzel |
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Name: |
Mark L. Wetzel |
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Its: |
Senior Vice President and Chief Accounting |
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Exhibit |
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Number |
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Exhibit |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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99.1 |
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Form 10-K, Item 6. Selected Financial Data |
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Form 10-K, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Form 10-K, Item 8. Financial Statements and Supplementary Data |
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Form 10-K, Item 15 (Exhibit 12 Only). Computation of Ratio of Earnings to Combined Fixed Charges |
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