UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
ANNUAL
FILING
(Amendment
No. “1”)
EQUITY
LIFESTYLES PROPERTIES INC.
(NAME
OF ISSUER)
Common
Stock
(TITLE
CLASS OF SECURITIES)
29472R108
(CUSIP
NUMBER)
12/31/06
(DATE
OF
EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
CHECK
THE
APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS
FILED:
x
RULE
13D-1(B)
o
RULE
13D-1(C)
¨
RULE
13D-1(D)
*THE
REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING
PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT
CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING
INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED IN
A
PRIOR COVER PAGE.
THE
INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT
BE
DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES
EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES
OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER
PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES).
|
CUSIP
NO. 29472R108
|
PAGE
2 OF 11
|
| 1. |
NAME
OF REPORTING PERSON/EIN
|
JPMorgan
Chase Bank, N.A. as trustee for General Motors Hourly-Rate Employes Pension
Trust
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP.*
|
|
NOT
APPLICABLE
|
A
¨
|
B
o
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
New
York,
New York
|
5.
|
SOLE
VOTING POWER
|
SHARES
0
|
6.
|
SHARED
VOTING POWER
|
SHARES
786,959
|
7.
|
SOLE
DISPOSITIVE POWER
|
SHARES
0
|
8.
|
SHARED
DISPOSITIVE POWER
|
SHARES
786,959
|
9.
|
TOTAL
BENEFICIALLY OWNED
|
SHARES
786,959
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
NOT
APPLICABLE
|
11.
|
PERCENT
OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
|
3.31%
|
12.
|
TYPE
OF REPORTING PERSON*
|
EP
|
CUSIP
NO. 29472R108
|
PAGE
3 OF 11
|
|
2.
|
NAME
OF REPORTING PERSON/EIN
|
JPMorgan
Chase Bank, N.A. as trustee for General Motors Salaried Employes Pension
Trust
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP.*
|
|
NOT
APPLICABLE
|
A
o
|
B
¨
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
New
York,
New York
|
5.
|
SOLE
VOTING POWER
|
SHARES
0
|
6.
|
SHARED
VOTING POWER
|
SHARES
712,239
|
7.
|
SOLE
DISPOSITIVE POWER
|
SHARES
0
| 8. |
SHARED
DISPOSITIVE POWER
|
SHARES
712,239
|
9.
|
TOTAL
BENEFICIALLY OWNED
|
SHARES
712,239
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
NOT
APPLICABLE
|
11.
|
PERCENT
OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
|
2.99%
|
12.
|
TYPE
OF REPORTING PERSON*
|
EP
|
CUSIP
NO. 29472R108
|
PAGE
4 OF 11
|
|
1.
|
NAME
OF REPORTING PERSON/EIN
|
General
Motors Investment Management Corporation
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP.*
|
|
NOT
APPLICABLE
|
A
o
|
B
o
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
5.
|
SOLE
VOTING POWER
|
SHARES
0
|
6.
|
SHARED
VOTING POWER
|
SHARES
1,499,198
|
7.
|
SOLE
DISPOSITIVE POWER
|
SHARES
0
|
8.
|
SHARED
DISPOSITIVE POWER
|
SHARES
1,499,198
|
9.
|
TOTAL
BENEFICIALLY OWNED
|
SHARES
1,499,198
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
NOT
APPLICABLE
|
11.
|
PERCENT
OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
|
6.30%
|
12.
|
TYPE
OF REPORTING PERSON*
IA, CO
|
|
SCHEDULE
13G
|
PAGE
5 OF 11
|
ITEM
1.
|
(A)
|
NAME
OF ISSUER
|
EQUITY
LIFESTYLES PROPERTIES INC. (‘ELS’)
|
(B)
|
ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES
|
2
North
Riverside Plaza
Chicago,
Ill. 60606
ITEM
2.
|
(A)
|
NAME
OF PERSON FILING
|
|
(i)
|
General
Motors Investment Management Corporation (“GMIMCo”)
|
|
(ii)
|
JPMorgan
Chase Bank,N.A. as Trustee for General Motors Hourly-Rate Employes
Pension
Trust (“Hourly Trust”)
|
|
(iii)
|
JPMorgan
Chase Bank,N.A as Trustee for General Motors Salaried Employes Pension
Trust (“Salaried Trust”)
|
|
(B)
|
ADDRESS
OF PRINCIPAL BUSINESS OFFICE
OR, IF NONE, RESIDENCE
|
|
(i)
|
GMIMCo
|
767
Fifth
Avenue
New
York,
NY 10153
|
(ii)
|
Hourly
Trust
|
c/o
JPMorgan Chase Bank
1
Chase
Manhattan Plaza
New
York,
NY 10005
|
(iii)
|
Salaried
Trust
|
c/o
JPMorgan Chase Bank
1
Chase
Manhattan Plaza
New
York,
NY 10005
|
(C)
|
CITIZENSHIP
|
| (i) |
GMIMCo
- Delaware
|
|
(ii)
|
Hourly
Trust - New York
|
|
(iii)
|
Salaried
Trust - New York
|
|
(D)
|
TITLE
CLASS OF SECURITIES
|
Common
Stock, par value $0.01 per share(Equity Lifestyle Properties Inc.
Shares)
|
(E)
|
CUSIP
NUMBER
|
29472R108
|
ITEM
3.
|
IF
THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK
WHETHER THE PERSON FILING IS
A:
|
(select
either E or F)
|
(E)
x
|
INVESTMENT
ADVISOR REGISTERED UNDER SECTION 203 OF THE INVESTMENT ADVISORS ACT
OF
1940 (in the case of GMIMCO)
|
|
(F)
x
|
EMPLOYEE
BENEFIT PLAN,PENSION FUND WHICH IS SUBJECT TO THE PROVISIONS OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974 OR ENDOWMENT FUND; (in the case of the TRUST)
SEE
SECTION 240.13d-1(b)(1)(ii)(F)
|
PAGE
6 of
11
|
ITEM
4.
|
OWNERSHIP
|
The
Hourly Trust and Salaried Trust are trusts formed under and for the benefit
of
one or more employee benefit plans (“Plans”) of General Motors Corporation
(“GM”), its subsidiaries and unrelated employers. GMIMCo is registered as an
investment adviser under the Investment Advisers Act of 1940. Its principal
business is providing investment advice and investment management services
with
respect to the assets of the Plans and of certain direct and indirect
subsidiaries of GM and other entities. The Trust and GMIMCo are referred to
herein as the “Reporting Persons.”
GMIMCo
has the responsibility to select and terminate investment managers with respect
to the Plans. It also itself manages certain assets of the Plans. GMIMCo has
discretionary authority over the assets of the Plans which they manage including
voting and investment power with respect to securities of the Issuer included
among such assets. In view of GMIMCo’s management of certain assets of the
Plans, the following information is being provided as of December 31, 2006
with
respect to such securities of the Issuer under management for the benefit of
the
Plans (1):
|
(A)
|
AMOUNT
BENEFICIALLY OWNED
|
|
(i)
|
Hourly
Trust
786,959
|
|
(ii)
|
Salaried
Trust
712,239
|
|
(iii)
|
GMIMCo
1,499,198
|
|
(B)
|
PERCENT
OF CLASS
|
|
(i)
|
Hourly
Trust
3.31%
|
|
(ii)
|
Salaried
Trust
2.99%
|
|
(iii)
|
GMIMCo
6.30%
|
| (C) |
NUMBER
OF SHARES AS TO WHICH SUCH PERSON
HAS:
|
|
(I)
|
SOLE
POWER TO VOTE OR TO DIRECT THE VOTE
|
0
|
(II)
|
SHARED
POWER TO VOTE OR TO DIRECT THE VOTE
|
Same
as
set forth under Item 4 (a) above
|
(III)
|
SOLE
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
|
0
|
(IV)
|
SHARED
POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF
|
Same
as
set forth under Item 4 (a) above
The
various trusts established under the Plans invest in a variety of investment
media, including publicly traded and privately placed securities. Such
investments could include shares of the Issuer and/or other securities of the
Issuer in addition to those referred to in this statement (“Additional
Securities”). The investment and voting decisions regarding any Additional
Securities which might be owned by such trusts are made by the trustees thereof
or unrelated investment managers, who, in so acting, act independently of GMIMCo
(although the appointment of such investment managers is subject to
authorization of and termination by GMIMCo as noted above). No information
regarding any such holdings by such trusts under the Plans is contained in
this
statement.
(footnotes)
(1)pursuant
to Rule 13d-4, The Reporting Persons expressly declare that the filing of this
statement shall not be construed as an admission that any such Person is, for
the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended, the beneficial owner of any securities covered by this
statement.
PAGE
7 of
11
|
ITEM
5.
|
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
|
NOT
APPLICABLE
|
ITEM
6.
|
OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
|
NOT
APPLICABLE
|
ITEM
7.
|
IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY
BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
|
NOT
APPLICABLE
|
ITEM
8.
|
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE
GROUP
|
NOT
APPLICABLE
|
ITEM
9.
|
NOTICE
OF DISSOLUTION OF GROUP
|
NOT
APPLICABLE
|
Item
10.
|
Certification.
|
By
signing below the undersigned certifies that, to the best of the undersigned’s
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do
not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any
transaction having such purposes or effect.
PAGE
8 OF
11
After
reasonable inquiry and to the best of the undersigned’s knowledge and belief,
the undersigned certifies that the information set forth in this statement
is
true, complete and correct.
Dated:
February 14, 2007
|
GENERAL
MOTORS INVESTMENT MANAGEMENT CORPORATION
|
||
|
|
||
|
By:
|
/s/
Z. Jamie Behar
|
|
|
Name:
Z. Jamie Behar
|
||
|
Title:
Managing
Director, Real Estate and Alternative
Investments
|
||
PAGE
9 OF
11
After
reasonable inquiry and to the best of the undersigned’s knowledge and belief,
the undersigned certifies that the information set forth in this statement
is
true, complete and correct.
Dated:
February 14, 2007
|
JPMORGAN
CHASE BANK, N.A.
|
||
|
As
trustee for General Motors Hourly-Rate Employes Pension Trust(as
directed
by General Motors Investment Management Corporation)
|
||
|
By:
|
/s/
Edward J. Petrow
|
|
|
Name:
Edward J. Petrow
|
||
|
Title:
Vice President
|
||
PAGE
10
OF 11
After
reasonable inquiry and to the best of the undersigned’s knowledge and belief,
the undersigned certifies that the information set forth in this statement
is
true, complete and correct.
Dated:
February 14, 2007
|
JPMORGAN
CHASE BANK, N.A.
|
||
|
As
trustee for General Motors Salaried Employes Pension Trust(as directed
by
General Motors Investment Management Corporation)
|
||
|
By:
|
/s/
Edward J. Petrow
|
|
|
Name:
Edward J. Petrow
|
||
|
Title:
Vice President
|
||
PAGE
11
OF 11
JOINT
FILING AGREEMENT
This
will
confirm the agreement by and among all the undersigned that the Schedule 13G
filed on or about this date with respect to the beneficial ownership by the
undersigned of shares of common stock of Equity
Lifestyle Properties Inc.
is
being, and any and all amendments to such Schedule may be, filed on behalf
of
each of the undersigned. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated:
February 14, 2007
|
JPMORGAN
CHASE BANK,N.A.
|
||
|
As
trustee for General Motors Hourly-Rate Employes Pension Trust(as
directed
by General Motors Investment Management Corporation)
|
||
|
By:
|
/s/
Edward J. Petrow
|
|
|
Name:
Edward J. Petrow
|
||
|
Title:
Vice President
|
||
|
|
JPMORGAN
CHASE BANK, N.A
|
|
|
As
trustee for General Motors Salaried Employes Pension Trust(as directed
by
General Motors Investment Management Corporation)
|
||
|
By:
|
/s/
Edward J. Petrow
|
|
|
Name:
Edward J. Petrow
|
||
|
Title:
Vice President
|
||
|
GENERAL
MOTORS INVESTMENT MANAGEMENT CORPORATION
|
||
|
By:
|
/s/
Z. Jamie Behar
|
|
|
Name:
Z. Jamie Behar
|
||
|
Title:
Managing
Director, Real Estate and Alternative
Investments
|
||