AML Amli Resident Prp Tr

CHICAGO, Feb. 2 /PRNewswire-FirstCall/ -- AMLI Residential Properties Trust (NYSE:AML) announces today that the merger of the Company with and into a subsidiary of Morgan Stanley Real Estate's Prime Property Fund (PRIME), pursuant to the Company's previously announced merger agreement, was approved at a special meeting of shareholders held today in Chicago, Illinois. More than 19 million, or approximately 75%, of AMLI's outstanding common shares were voted at the meeting, with more than 99% of voted shares voting in favor of the merger proposal. Subject to the satisfaction or waiver of the conditions to closing in the merger agreement, AMLI and PRIME anticipate closing the merger transaction on Tuesday, February 7, 2006. Based on a closing date of February 7, holders of record of AMLI common shares and holders of limited partnership units in AMLI Residential Properties, L.P. on the close of business on February 7 will be entitled to receive $37.952667 in cash per share in the merger. The AMLI common shares are expected to be delisted on February 7 following the close of the market. The AMLI(R) portfolio currently includes 75 apartment communities containing 28,274 apartment homes, with an additional 827 apartment homes under development or in lease-up in three locations. AMLI is focused on the development, acquisition and management of institutional quality multifamily communities in the Southeast, Southwest, Midwest and Mountain regions of the U.S. AMLI Residential also serves as institutional advisor and asset manager for large pension funds, tax-exempt foundations and other financial institutions through AMLI's co-investment business. AMLI employs approximately 850 people who are dedicated to achieving AMLI's mission -- Provide An Outstanding Living Environment For Our Residents. More information on AMLI is available at http://www.amli.com/ . First Call Analyst: FCMN Contact: DATASOURCE: AMLI Residential Properties Trust CONTACT: Robert J. Chapman, Chief Financial Officer of AMLI Residential Properties Trust, +1-312-984-6845 Web site: http://www.amli.com/

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