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UNITED STATES
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: October 17, 2005
(Date of earliest event reported)
EQUITY LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 1-11718 36-3857664
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification Number)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 279-1400
(Registrant's telephone number, including area code)
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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):
[ ] 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 14d-2(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))
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ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
As a result of the changes in the law relating to deferred compensation
plans, Equity LifeStyle Properties, Inc. (the "Company"), subject to the final
approval of the Company's Management Committee, determined on October 17, 2005
that it will terminate its Supplemental Retirement Savings Plan (the "Plan") by
the end of 2005. The Plan had been established in order to permit Plan
participants to defer portions of their compensation from the Company.
Termination of the Plan will result in a taxable distribution to the applicable
participants, who will receive the assets that are held in their Plan account,
net of withholding taxes. These assets include approximately 900,000 shares of
Company common stock in the aggregate, including approximately 825,000 shares of
Company common stock held in the plan accounts of the Company's executive
officers and directors. All of the shares of Company common stock held in Plan
accounts that are distributed will be freely tradeable without restriction or
further registration under the federal securities laws, except for shares held
in the Plan accounts of executive officers and directors, which will be subject
to the manner and volume of sale requirements of Rule 144 under the Securities
Act of 1933. Termination of the Plan will have no effect on results of
operations and no material impact on the Company's balance sheet.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 17, 2005, Equity LifeStyle Properties, Inc. issued a news
release announcing its results of operations for the quarter ended September 30,
2005. This information is furnished as Exhibit 99.1 to this report on Form 8-K.
The information contained in this report on Form 8-K, including Exhibit 99.1,
shall not be deemed "filed" with the Securities and Exchange Commission nor
incorporated by reference in any registration statement filed by Equity
LifeStyle Properties, Inc. under the Securities Act of 1933, as amended.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(a) On October 17, 2005, Equity LifeStyle Properties, Inc. announced that
effective immediately, Mr. Joe McAdams has resigned from the Company's
Board of Directors and as Chairman of the Company's Audit Committee.
(d) Effective October 17, 2005, Mr. Phil Calian has been appointed to serve
on the Company's Board of Directors and as Chairman of the Company's
Audit Committee. Mr. Calian is founder and managing partner of
Kingsbury Partners, LLC, and a principal of Waveland Investments, LLC.
Both entities focus on providing capital and ownership skills to
middle-market businesses.
On October 17, 2005 Equity Lifestyle Properties, Inc. issued a news release
announcing these changes to the Board of Directors. This news release is
furnished as Exhibit 99.2 to this report on Form 8-K.
ITEM 8.01 OTHER EVENTS
On October 17, 2005, Equity LifeStyle Properties, Inc. issued a news
release announcing comments on the Company's third quarter performance. The
comments reflect the prepared remarks of Thomas Heneghan, President and CEO of
the Company. The remarks should be read in conjunction with the third quarter
earnings release issued separately today. The news release is furnished as
Exhibit 99.3 to this report on Form 8-K.
This news release includes certain "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. When used,
words such as "anticipate", "expect", "believe", "intend", "may be" and "will
be", and similar words or phrases, or the negative thereof, unless the context
requires otherwise, are intended to identify forward-looking statements. These
forward-looking statements are subject to numerous assumptions, risks and
uncertainties, including, but not limited to: in the age-qualified communities,
home sales results could be impacted by the ability of potential homebuyers to
sell their existing residences as well as by financial markets volatility; in
the all-age communities, results from home sales and occupancy will continue to
be impacted by local economic conditions, lack of affordable manufactured home
financing, and competition from alternative housing options including site-built
single-family housing; our ability to maintain rental rates and occupancy with
respect to properties currently owned or pending acquisitions; our assumptions
about rental and home sales markets; the completion of pending acquisitions and
timing with respect thereto; the effect of interest rates as well as other risks
indicated from time to time in our filings with the Securities and Exchange
Commission. These forward-looking statements are based on management's present
expectations and beliefs about future events. As with any projection or
forecast, these statements are inherently susceptible to uncertainty and changes
in circumstances. The Company is under no obligation to, and expressly disclaims
any obligation to, update or alter its forward-looking statements whether as a
result of such changes, new information, subsequent events or otherwise.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The information contained in the attached exhibit is unaudited and
should be read in conjunction with the Registrant's annual and quarterly reports
filed with the Securities and Exchange Commission.
Exhibit 99.1 Equity LifeStyle Properties, Inc. press release dated
October 17, 2005 "Strong Home Sales."
Exhibit 99.2 Equity LifeStyle Properties, Inc. press release dated
October 17, 2005 "Equity Lifestyle Properties
Announces Board Level Changes."
Exhibit 99.3 Equity LifeStyle Properties, Inc. press release dated
October 17, 2005 "ELS CEO Comments on Third Quarter
Results."
SIGNATURE
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 thereunto duly authorized.
EQUITY LIFESTYLE PROPERTIES, INC.
BY: /s/ Thomas P. Heneghan
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Thomas P. Heneghan
President and Chief Executive Officer
BY: /s/ Michael B. Berman
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Michael Berman
Vice President and
Chief Financial Officer
DATE: October 18, 2005