<PAGE> 1
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Acct of 1934
(Amendment No. 1)*
Equity Office Properties Trust
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, par value $.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
294741103
- --------------------------------------------------------------------------------
(CUSIP Number)
Alisa M. Singer, Equity Group Investments, L.L.C.
Two N. Riverside Plaza, Suite 600, Chicago, IL 60606 (312) 466-3196
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 11, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE> 2
CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 2 OF 16 PAGES
--------------- --- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Samstock/SZRT, L.L.C.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,803,116(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 1,803,116(1)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,803,116 (1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.071%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00
- --------------------------------------------------------------------------------
(1) Includes 1,775,768 common shares of beneficial interest ("Common Shares")
of Equity Office Properties Trust (the "Issuer") that are issuable upon
redemption of Operating Partnership Units ("OP Units") of EOP Operating Limited
Partnership ("EOP Partnership"), a Delaware limited partnership in which Equity
Office Properties Trust (the "Issuer") is the sole general partner and a
limited partner. Pursuant to the limited partnership agreement of EOP
Partnership, OP Units are redeemable for cash or, at Issuer's option,
exchangeable for Common Shares, on a one-for-one basis.
<PAGE> 3
CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 3 OF 16 PAGES
--------------- --- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Samuel Zell
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF,OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 818,173(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 818,173(1)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
818,173(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.32%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
(1) Includes (i) 809,998 Common Shares issuable to Mr. Zell upon exercise of
stock options that currently are exercisable or will become exercisable within
60 days after the date hereof, and (ii) 3,582 Common Shares held in an account
maintained by the trustee of the Issuer's supplemental employee retirement plan
for the benefit of Mr. Zell.
<PAGE> 4
CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 4 OF 16 PAGES
--------------- --- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Samstock/Alpha, L.L.C.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,248,757(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 2,248,757(1)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,248,757(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.89%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00
- --------------------------------------------------------------------------------
(1)Includes 1,990,579 Common Shares of Issuer that are issuable upon redemption
of OP Units of EOP Partnership. Pursuant to the limited partnership agreement
of EOP Partnership, OP Units are redeemable for cash or, at Issuer's option,
exchangeable for Common Shares, on a one-for-one basis.
<PAGE> 5
CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 5 OF 16 PAGES
--------------- --- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
ZFT Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 0(1)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
- --------------------------------------------------------------------------------
(1)On February 14, 2000, ZFT Partnership contributed the six (6) Common Shares
it owned to Samstock/ZFT, L.L.C. As a result, ZFT Partnership ceased to own any
Common Shares or OP Units as of February 14, 2000.
<PAGE> 6
CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 6 OF 16 PAGES
--------------- --- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
EGI Holdings, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,932,540(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 1,932,540(1)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,932,540(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.76%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
(1) Includes 1,919,706 Common Shares of Issuer that are issuable upon
redemption of OP Units of EOP Partnership. Pursuant to the limited partnership
agreement of EOP Partnership, OP Units are redeemable for cash or, at Issuer's
option, exchangeable for Common Shares, on a one-for-one basis. Pursuant to a
Stockholders' Agreement, (i) various trusts for the benefit of Samuel Zell and
members of his family (the "Zell Trusts") have sole power to vote or cause the
vote of, and to dispose or cause the disposition of, all common Shares and OP
Units beneficially owned by EGI Holdings, Inc., and (ii) the Common Shares and
OP Units owned by EGI Holdings, Inc. are subject to a right of first offer
exercisable by the other stockholders of Equity Group Investment, Inc. (other
then the Zell Trusts). See Items 5 and 6.
<PAGE> 7
CUSIP NO. 294741103 13D PAGE 7 OF 16 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
EGIL Investments, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
1,932,584(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
1,932,584(1)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,932,584(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.76%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
(1) Includes 1,919,749 Common Shares of Issuer that are issuable upon redemption
of OP Units of EOP Partnership. Pursuant to the limited partnership agreement of
EOP Partnership, OP Units are redeemable for cash or, at Issuer's option,
exchangeable for Common Shares, on a one-for-one basis. Pursuant to a
Stockholders' Agreement, (i) various trusts for the benefit of Ann Lurie and
members of her family (the "Lurie Trusts") have sole power to vote or cause the
vote of, and to dispose or cause the disposition of, all Common Shares and OP
Units beneficially owned by EGIL Investments, Inc. and (ii) the Common Shares
and OP Units owned by EGIL Investments, Inc. are subject to a right of first
offer exercisable by the other stockholders of Equity Group Investment, Inc.
(other then the Lurie Trusts). See items 5 and 6.
<PAGE> 8
CUSIP NO. 294741103 13D PAGE 8 OF 16 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Samstock/ZFT, L.L.C.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
7,249,871(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
7,249,871(1)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,249,871(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00
- --------------------------------------------------------------------------------
(1) Includes 6,010,399 Common Shares of Issuer that are issuable upon redemption
of OP Units of EOP Partnership. Pursuant to the limited partnership agreement of
EOP Partnership, OP Units are redeemable for cash or, at Issuer's option,
exchangeable for Common Shares, on a one-for-one basis.
<PAGE> 9
CUSIP NO. 294741103 13D PAGE 9 OF 16 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Samstock/ZGPI, L.L.C.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
5,321(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
5,321(1)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,321(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.002%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00
- --------------------------------------------------------------------------------
(1) Consists of 5,321 Common Shares of Issuer that are issuable upon redemption
of OP Units of EOP Partnership. Pursuant to the limited partnership agreement of
EOP Partnership, OP Units are redeemable for cash or, at Issuer's option,
exchangeable for Common Shares, on a one-for-one basis.
<PAGE> 10
CUSIP NO. 294741103 13D PAGE 10 OF 16 PAGES
--------------------- -- --
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
RSB Properties Trust
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
12,314(1)
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
12,314(1)
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,314(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.005%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
00
- --------------------------------------------------------------------------------
(1) Consists of 12,314 Common Shares of Issuer that are issuable upon redemption
of OP Units of EOP Partnership. Pursuant to the limited partnership agreement of
EOP Partnership, OP Units are redeemable for cash or, at Issuer's option,
exchangeable for Common Shares, on a one-for-one basis.
<PAGE> 11
CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 11 OF 16 PAGES
--------------- -- --
This Amendment No. 1 amends the Schedule 13D filed on January 24, 2000 by the
group of Reporting Persons comprised of Samstock/SZRT, L.L.C., Samstock/Alpha,
L.L.C., Samstock/ZFT, L.L.C., Samstock/ZGPI, L.L.C., ZFT Partnership, EGI
Holdings, Inc., EGIL Investments, Inc., RSB Properties Trust and Samuel Zell.
ONLY THOSE ITEMS THAT ARE BEING AMENDED ARE REPORTED HEREIN. CAPITALIZED TERMS
NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANING THAT THEY HAVE IN THE
SCHEDULE 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b). Each Reporting Person beneficially owns the
number of common shares of beneficial interest ("Common
Shares") of Equity Office Properties Trust, a real estate
investment trust formed under the laws of Maryland (the
"Issuer"), and the number of Operating Partnership Units of
EOP Operating Limited Partnership ("OP Units") set forth
opposite his or its name below:
<TABLE>
<CAPTION>
Reporting Person Common Shares (1) OP Units (1) % Owned (1)
---------------- ------------- -------- -------
<S> <C> <C> <C>
Samstock/SZRT, L.L.C. 27,348 1,775,768 .071%
Samuel Zell 818,173(2) -- .32%
Samstock/Alpha, L.L.C. 258,178 1,990,579 .89%
ZFT Partnership 0 -- *
EGI Holdings, Inc. (3) 12,834 1,919,706 .76%
Samstock/ZFT, L.L.C. 1,239,472 6,010,399 2.8%
Samstock/ZGPI, L.L.C. -- 5,321 *
RSB Properties Trust -- 12,314 *
EGIL Investments, Inc. (3) 12,835 1,919,749 .76%
----------- ------------ ----
Total 2,368,840 13,633,836 6.0%
------------------
</TABLE>
* Less than .05%
(1) Subject to the Stockholders' Agreement described in note
(3) below, each Reporting Person exercises sole power to
vote or to direct the vote of, and to dispose or direct
the disposition of, the Common Shares and/or OP Units set
forth above opposite his or its name. To the best
knowledge of the Reporting Person, there are 252,654,039
Common Shares issued and outstanding as of the date
hereof. Based upon such number, the 16,002,676 Common
Shares and OP Units beneficially owned by the Reporting
Persons, collectively, represent approximately 6.0% of the
Common Shares issued and outstanding. The percentage
ownership for each Reporting Person is based upon the
total number of Common Shares currently issued and
outstanding plus the number of Common Shares issuable (at
the option of the Issuer) to such Reporting Person, but
not to any other Reporting Person. Pursuant to the limited
partnership agreement of EOP Partnership, OP Units are
redeemable for cash or, at Issuer's option, exchangeable
for Common Shares, on a one-for-one basis.
(2) Includes (i) 809,998 Common Shares issuable to Mr. Zell
upon exercise of stock options that are currently
exercisable or exercisable within 60 days hereafter, and
(ii) 3,582 Common Shares held in an account maintained by
the trustee of the Issuer's supplemental employee
retirement plan for the benefit of Mr. Zell.
(3) Pursuant to the Stockholders' Agreement dated as of
December 31, 1999 among the Zell Trusts and the Lurie
Trusts, (i) the Zell Trusts have sole power to vote or
cause the vote of, and to dispose or cause the disposition
of, all Common Shares and OP Units beneficially owned by
Holdings and have a right of first offer to purchase any
Common Shares and OP Units owned by EGIL, and (ii) the
Lurie Trusts have sole power to vote or cause the vote of,
and to dispose or cause the disposition of, all Common
Shares and OP Units beneficially owned by EGIL and have a
right of first offer to purchase any Common Shares and OP
Units
<PAGE> 12
CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 12 OF 16 PAGES
--------------- -- --
owned by Holdings.
In addition to the shares of Common Shares and OP Units owned
by the Reporting Persons, the following individuals also own
securities of the Issuer, in their personal capacities:
No. of No. of OP
Name Common Shares Units
--------- ------------- -----
Sheli Z. Rosenberg(1) 218,642 191,134
Rod F. Dammeyer(2) 352 --
Donald J. Liebentritt(3) 32,615 39,718
Mark Slezak 1,000 --
John Zoeller(4) 7,735 --
Matthew Zell(5) 8,403 --
Kellie Zell(6) 15,000 --
JoAnn Zell 5,376 --
Bert Cohen 8,885 25,262
Susan Obuchowski(7) 4,166 --
---------------
(1) Includes 137,832 Common Shares issuable upon exercise of
options currently vested; 3,573 Common Shares held in an
account maintained by the trustee of the Issuer's supplemental
employee retirement plan for the benefit of Mrs. Rosenberg;
and 21,303 Common Shares and 17,318 OP Units held by Mrs.
Rosenberg's spouse.
(2) Includes 176 Common Shares held by Mr. Dammeyer's spouse.
(3) Includes 13,333 Common Shares issuable upon exercise of
currently exercisable options and 5,000 Common Shares held by
Mr. Liebentritt's spouse.
(4) Includes 6,666 Common Shares issuable upon exercise of
currently exercisable options.
(5) Includes 5,049 Common Shares held by Mr. Zell as custodian for
his minor children and 3,000 shares held by Mr. Zell's spouse.
(6) Includes 10,000 Common Shares held by Ms. Zell as custodian for
her minor children.
(7) Includes 2,666 Common Shares issuable upon exercise of
currently exercisable options.
(c) The following transactions in Common Shares and/or OP Units
were effected by the specified Reporting Persons within the
past 60 days:
On February 14, 2000, ZFT Partnership contributed the six (6)
Common Shares it owned to Samstock/ZFT, L.L.C. As a result,
ZFT Partnership ceased to own any Common Shares or OP Units as
of February 14, 2000.
On December 13, 1999, Mr. Zell received 588 Common Shares from
the Issuer as trustee fees for his service as a trustee and as
the Chairman of the Board of the Issuer.
On January 17, 2000, certain of the Lurie Trusts (which are
indirect stockholders of Holdings and EGIL by virtue of their
ownership of capital stock of EGI) received an aggregate of
1,671,760 OP Units as a partnership distribution. On January
19, 2000, each of these Lurie Trusts made a distribution of
such OP Units to Samstock/SZRT, L.L.C. As a result,
Samstock/SZRT, L.L.C. acquired beneficial ownership of such
1,671,760 OP Units on January 19, 2000.
(d). EGI Holdings, Inc. ("Holdings") and EGIL Investments,
Inc. ("EGIL"), both of which are Reporting Persons, are
wholly-owned subsidiaries of EGI. The Zell Trusts, whose
beneficiaries
<PAGE> 13
CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 13 OF 16 PAGES
--------------- -- --
are Samuel Zell and members of his family, own approximately 50% of
the capital stock of EGI and the Lurie Trusts, whose beneficiaries
are Ann Lurie and members of her family, own approximately 50% of the
capital stock of EGI. The Zell Trusts and the Lurie Trusts are
parties to a Stockholders' Agreement dated as of December 31, 1999
(the "Stockholders' Agreement") that sets forth their agreement
regarding, among other things, various corporate governance matters
relating to, and the transferability of securities of or held by,
EGI, Holdings and EGIL. The Stockholders' Agreement is described in
Item 6 below.
On February 11, 2000, the Issuer entered into an Agreement and
Plan of Merger (the "Merger Agreement") to acquire Cornerstone
Properties Inc. (the "Merger"). In connection with execution
of the Merger Agreement, Samstock/SZRT, L.L.C.,
Samstock/Alpha, L.L.C., Samstock/ZFT, L.L.C., Samstock/ZGPI,
L.L.C., EGI Holdings, Inc. and Samuel Zell (each, a "Zell
Reporting Person" ) entered into a Voting Agreement dated as
of February 11, 2000 (the "Voting Agreement") with Cornerstone
Properties, Inc. and Cornerstone Properties Limited
Partnership. Under the Voting Agreement, each Zell Reporting
Person agreed, for the period beginning on February 11, 2000
through the earlier of the date on which the Merger is
consummated or 30 days after the date on which the Merger
Agreement is terminated according to its terms, that such Zell
Reporting Person (a) would not, directly or indirectly, sell,
transfer, pledge, or otherwise dispose of, or enter into any
contract, option or other agreement with respect to the sale,
transfer, pledge or other disposition of, any Common Shares or
any OP Units (except for redemptions of OP Units for Common
Shares pursuant to the partnership agreement of EOP Operating
Limited Partnership); provided, however, that the Voting
Agreement shall not prevent the sale, transfer, pledge or other
disposition of any Common Shares or OP Units (i) if the transferee
or pledgee agrees in writing to be bound by the terms of the Voting
Agreement, or (ii) in connection with the replacement or
substitution of an existing pledge of Common Shares or OP Units
(whether or not the pledgee agrees to be bound by the Voting
Agreement), and (b) would cast or cause to be cast all votes
attributable to the Common Shares, at any annual or special meeting
of shareholders of the Issuer, or in connection with any written
consent or other vote of Issuer's shareholders, (i) in favor of
adoption of the Merger Agreement and approval of the Merger and the
other transactions contemplated by the Merger Agreement, and (ii)
against approval or adoption of any action or agreement (other than
the Merger Agreement or the transactions contemplated thereby)
made or taken in opposition to or in competition with the
Merger. A copy of the Voting Agreement is attached to this
filing as Exhibit 3. The Voting Agreement is described in
greater detail under Item 6 below.
(e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
VOTING AGREEMENT. On February 11, 2000, the Issuer entered
into an Agreement and Plan of Merger (the "Merger Agreement")
to acquire Cornerstone Properties Inc. (the "Merger"). In
connection with execution of the Merger Agreement,
Samstock/SZRT, L.L.C., Samstock/Alpha, L.L.C., Samstock/ZFT,
L.L.C., Samstock/ZGPI, L.L.C., EGI Holdings, Inc. and Samuel
Zell (each, a "Zell Reporting Person" ) entered into a Voting
Agreement dated as of February 11, 2000 (the "Voting
Agreement") with Cornerstone Properties, Inc. and Cornerstone
Properties Limited Partnership. Under the Voting Agreement,
each Zell Reporting Person agreed, for the period beginning on
February 11, 2000 through the earlier of the date on which the
Merger is consummated or 30 days after the date on which the
Merger Agreement is terminated according to its terms, that
such Zell Reporting Person (a) would not, directly or
indirectly, sell, transfer, pledge, or otherwise dispose of,
or enter into any contract, option or other agreement with
respect to the sale, transfer, pledge or other disposition of,
any Common Shares or any OP Units (except for redemptions of
OP Units for Common Shares pursuant to the partnership
agreement of EOP Operating Limited Partnership); provided, however,
that the Voting Agreement shall not prevent the sale, transfer,
pledge or other disposition of any Common Shares or OP Units (i) if
the transferee or pledgee agrees in writing to be bound by the terms
of the Voting Agreement, or (ii) in connection with the replacement
or substitution of an existing pledge of Common Shares or OP Units
(whether or not the pledgee agrees to be bound by the Voting
Agreement), and (b) would cast or cause to be cast all votes
attributable to the Common Shares, at any annual or special meeting
of shareholders of the Issuer, or in connection with any written
consent or other vote of Issuer's shareholders, (i) in favor of
adoption of the Merger Agreement and approval of the Merger and the
other transactions contemplated by the Merger Agreement, and (ii)
against approval or adoption of any action or agreement (other
than the Merger Agreement or the transactions contemplated
thereby) made or taken in opposition to or in competition with
the Merger. Each Zell Reporting Person also agreed not to,
directly or
<PAGE> 14
CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 14 OF 16 PAGES
--------------- -- --
indirectly, (a) grant any proxies for any Common Shares or OP Units
with respect to the foregoing matters (other than a proxy directing
the holder thereof to vote the Common Shares or the OP Units in a
manner required by the foregoing), (b) deposit any Common Shares or
OP Units into a voting trust or enter into a voting agreement with
respect to any Common Shares or OP Units with respect to any of the
foregoing matters, or tender any Common Shares or OP Units in a
transaction other than a transaction contemplated by the Merger
Agreement, or (c) take any action which is intended to have the
effect of preventing or disabling such Zell Reporting Person from
performing its obligations under the Voting Agreement.
STOCKHOLDERS AGREEMENT. EGI Holdings, Inc. ("Holdings") and
EGIL Investments, Inc. ("EGIL"), both of which are Reporting
Persons, are wholly-owned subsidiaries of EGI. The Zell
Trusts, whose beneficiaries are Samuel Zell and members of his
family, own approximately 50% of the capital stock of EGI and
the Lurie Trusts, whose beneficiaries are Ann Lurie and
members of her family, own approximately 50% of the capital
stock of EGI. The Zell Trusts and the Lurie Trusts are parties
to a Stockholders' Agreement dated as of December 31, 1999
(the "Stockholders' Agreement") that sets forth their
agreement regarding, among other things, various corporate
governance matters relating to, and the transferability of
securities of or held by, EGI, Holdings and EGIL. A copy of
the Stockholders' Agreement is attached to this filing as
Exhibit 2. Pursuant to the Stockholders' Agreement and subject
to the terms thereof, (a) the Zell Trusts have sole power to
vote or cause the vote of, and to dispose or cause the
disposition of, all Common Shares and OP Units beneficially
owned by Holdings, and (b) the Lurie Trusts have sole power to
vote or cause the vote of, and to dispose or cause the
disposition of, all Common Shares and OP Units beneficially
owned by EGIL. Notwithstanding the foregoing, if the Zell
Trusts desire to cause Holdings to sell, assign, transfer or
otherwise dispose of (each, a "Transfer") any Common Shares or
OP Units held by Holdings from time to time in a bona fide
transaction, the Zell Trusts first must offer to sell such
Common Shares or OP Units to the Lurie Trusts. If the Lurie
Trusts (on behalf of themselves or their designee) do not
accept such offer to purchase all but not less than all of the
Common Shares or OP Units offered by Holdings within 30
business days (in the case of a private sale) or 10 business
days (in the case of a public sale) after receipt of the offer
notice, then the Zell Trusts may Transfer such equity
securities to a third party at a purchase price equal to or
greater than the price at which such equity securities were
offered to the Lurie Trusts. Any Common Shares or OP Units
that are not Transferred by Holdings within 90 days after
expiration of such 10 or 30 day period, as applicable, will
again be subject to such right of first offer provisions. The
Lurie Trusts have granted to the Zell Trusts an identical
right of first offer with respect to any Common Shares or OP
Units, and other equity securities, held by EGIL from time to
time. The Zell Trusts and the Lurie Trusts also have agreed to
not cause Holdings or EGIL, respectively, to (i) consummate
more than one Transfer of Common Shares or OP Units in any
90-day period, (ii) effect any sale of assets of Holdings or
EGIL (including Common Shares or OP Units), respectively,
unless the value of such sale is at least $5.0 million, or
(iii) convert any OP Units into Common Shares unless such
Common Shares are sold for cash prior to the due date of any
tax liability arising in connection with such conversion and
the proceeds from such sale are sufficient to satisfy any tax
obligation arising from the sale.. The Stockholders' Agreement
obligates Holdings and EGIL to distribute to EGI all cash
dividends or cash distributions received by Holdings or EGIL
in respect of Common Shares or OP Units and provides that,
after establishing sufficient reserves for working capital and
taxes and in the discretion of the EGI Board of Directors, EGI
may loan or distribute any remaining amounts of such cash
distributions or dividends to the Zell Trusts and/or the Lurie
Trusts, respectively. Each of Holdings and EGIL is entitled to
retain the proceeds of any financing or refinancing of Common
Shares or OP Units effected by it, and shall not be obligated
to distribute such proceeds to EGI; however Holdings or EGIL
will be obligated to loan such proceeds to affiliates of the
Zell Trusts or the Lurie Trusts, respectively, upon demand,
with interest payments and any other
OTHER.
Samuel Zell is a trustee and the Chairman of the Board of the Issuer
and Sheli Z. Rosenberg is a trustee of the Issuer; however, there are
no oral or written contracts, arrangements, understandings or
agreements between either Mr. Zell or Mrs. Rosenberg and the Issuer
with respect to Mr. Zell's
<PAGE> 15
CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 15 OF 16 PAGES
--------------- -- --
or Mrs. Rosenberg's services in such capacities.
From time to time and in connection with obtaining loans or
effecting other financing transactions, certain of the
Reporting Persons have granted and may grant to lenders a
security interest in all or a portion of such Reporting
Person's assets, including the Common Shares and OP Units
described herein. To perfect such security interests, the
lenders may require the Reporting Person to pledge Common
Shares or OP Units as collateral. The underlying loan
agreements and financing documents generally contain standard
default provisions authorizing the lender, upon the occurrence
of any default or breach by the Reporting Person that is party
to the agreement, to foreclose upon the collateral that
secures the Reporting Person's loan. The proceeds of such
loans and financing transactions were not used to purchase the
Common Shares or OP Units described herein. Each Reporting
Person believes that its loans and financing arrangements, and
the granting of the security interests in connection
therewith, have been and will be within the ordinary course of
the business of such Reporting Person.
Item 7. Materials to be Filed as Exhibits
Exhibit 1 -- Joint Filing Agreement among the Reporting Persons
(previously filed)
Exhibit 2 - Stockholders Agreement dated as of December 31,
1999 among the Zell Trusts and the Lurie Trusts (previously
filed)
Exhibit 3 - Voting Agreement dated as of February 11, 2000
<PAGE> 16
CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 16 OF 16 PAGES
--------------- -- --
SIGNATURES
----------
After reasonable inquiry, and the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: February 15, 2000.
Samstock/SZRT, L.L.C., Samstock/Alpha, L.L.C.,
Samstock/ZFT, L.L.C., Samstock ZGPI, L.L.C.,
and EGI Holdings, Inc.
By: /s/ Donald J. Liebentritt
---------------------------------------------------
Donald J. Liebentritt, as Vice President of
each of the above entities
/s/ Samuel Zell
---------------------------------------------------
Samuel Zell
ZFT Partnership
By: ZFT Kellie Trust, as partner
By: Chai Trust Company, as trustee
By: /s/ Donald J. Liebentritt
---------------------------------------------------
Donald J. Liebentritt, Vice President
RSB Properties Trust
By: /s/ Samuel Zell
---------------------------------------------------
Samuel Zell, not individually but solely
as Trustee
EGIL Investments, Inc.
By: /s/ Mark Slezak
---------------------------------------------------
Mark Slezak, Vice President
<PAGE> 17
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
Exhibit 1 Joint Filing Agreement among the Reporting Persons (previously
filed)
Exhibit 2 Stockholders Agreement dated as of December 31, 1999 among the
Zell Trusts and the Lurie Trusts (previously filed)
Exhibit 3 Voting Agreement dated as of February 11, 2000
<PAGE> 1
EXHIBIT 3
VOTING AGREEMENT
(SAMUEL ZELL)
THIS VOTING AGREEMENT (this "AGREEMENT") is entered into as of
February 11, 2000 by and among Cornerstone Properties Inc, a Nevada corporation
("CORNERSTONE"), Cornerstone Properties Limited Partnership, a Delaware limited
partnership ("CORNERSTONE PARTNERSHIP"), and Samuel Zell (such person, together
with the other signatories hereto (other than Cornerstone and Cornerstone
Partnership), individually and collectively, the "EQUITY OFFICE
SECURITYHOLDER").
WHEREAS, Cornerstone, Cornerstone Partnership, Equity Office
Properties Trust, a Maryland real estate investment trust ("EQUITY OFFICE") and
EOP Operating Limited Partnership, a Delaware limited partnership ("EOP
Partnership") will enter into an Agreement and Plan of Merger dated as of the
date hereof (the "MERGER AGREEMENT"), pursuant to which (i) Cornerstone
Partnership will be merged with and into EOP Partnership (the "PARTNERSHIP
MERGER"), with EOP Partnership as the survivor of the Partnership Merger, and
(ii) Cornerstone will be merged with and into Equity Office (the "MERGER"), with
Equity Office as the survivor of the Merger (all capitalized terms used but not
defined herein shall have the meanings set forth in the Merger Agreement);
WHEREAS, the Equity Office Securityholder is the beneficial
and record owner of 1,546,001 issued and outstanding shares of common stock,
$0.01 par value per share, of Equity Office (such shares, together with any
shares acquired hereafter, the "EQUITY OFFICE COMMON SHARES"), as more
particularly described on Schedule 1;
WHEREAS, the Equity Office Securityholder is the beneficial
and record owner of 11,701,076 issued and outstanding units of limited
partnership interest in EOP Partnership (such units, together with any units
acquired hereafter, the "EOP OP UNITS") as more particularly described on
Schedule 1; and
WHEREAS, in accordance with the Recitals of the Merger
Agreement, the Equity Office Securityholder desires to execute and deliver this
Agreement solely in its capacity as a holder of Equity Office Common Shares and
EOP OP Units.
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. DISPOSITION OF EQUITY OFFICE COMMON SHARES AND EOP OP UNITS
During the period from the date hereof through the earlier of
(i) the date on which the Merger is consummated or (ii) 30 days after the date
on which the Merger Agreement is terminated according to its terms (such period
hereinafter referred to as the "TERM"), the Equity Office Securityholder shall
not, directly or indirectly, and shall cause each record holder not to, directly
or indirectly, (a) sell, transfer, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other agreement or understanding with
respect to the sale, transfer, pledge, encumbrance, assignment or other
<PAGE> 2
disposition of, any Equity Office Common Shares or EOP OP Units (except for
redemptions of EOP OP Units for Equity Office Common Shares pursuant to the
partnership agreement of EOP Partnership), (b) grant any proxies for any Equity
Office Common Shares or EOP OP Units with respect to any matters described in
paragraphs (a) or (b) of Section 2 hereof (other than a proxy directing the
holder thereof to vote the Equity Office Common Shares or the EOP OP Units in a
manner required by paragraphs (a) and (b) of Section 2 hereof), (c) deposit any
Equity Office Common Shares or EOP OP Units into a voting trust or enter into a
voting agreement with respect to any Equity Office Common Shares or EOP OP Units
with respect to any of the matters described in paragraphs (a) or (b) of Section
2 hereof, or tender any Equity Office Common Shares or EOP OP Units in a
transaction other than a transaction contemplated by the Merger Agreement, or
(d) take any action which is intended to have the effect of preventing or
disabling the Equity Office Securityholder from performing its obligations under
this Agreement; provided, however, that nothing herein shall prevent the sale,
transfer, pledge, encumbrance, assignment or other disposition of any of such
Equity Office Common Shares or EOP OP Units, either (i) provided that the
purchaser, transferee, pledgee or assignee thereof agrees in writing to be bound
by the terms of this Agreement, or (ii) in connection with the replacement or
substitution of an existing pledge thereof (whether or not the pledgee agrees to
be bound by this Agreement). Cornerstone and Cornerstone Partnership each
acknowledges the existence of pledges made by Equity Office Securityholder that
are currently in place and that such pledges (and any replacements thereof or
substitutions therefor) do not and will not violate the terms hereof.
SECTION 2. VOTING
(a) During the Term, the Equity Office Securityholder shall
cast or cause to be cast all votes attributable to the Equity Office Common
Shares, at any annual or special meeting of shareholders of Equity Office,
including any adjournments or postponements thereof, or in connection with any
written consent or other vote of Equity Office shareholders, (i) in favor of
adoption of the Merger Agreement and approval of the Merger and the other
transactions contemplated by the Merger Agreement (including any amendments or
modifications of the terms of the Merger Agreement approved by the board of
trustees of Equity Office that would not materially adversely affect the Equity
Office Securityholder in its capacity as beneficial owner of Equity Office
Common Stock or EOP OP Units) and (ii) against approval or adoption of any
action or agreement (other than the Merger Agreement or the transactions
contemplated thereby) made or taken in opposition to or in competition with the
Merger.
(b) During the Term, the Equity Office Securityholder shall
cast or cause to be cast all votes attributable to the EOP OP Units at any
meeting of the partners of EOP Partnership at which, and in connection with any
written consent or other vote with respect to which, the Equity Office
Securityholder is entitled to vote, (i) in favor of adoption of the Merger
Agreement and approval of the Merger, the Partnership Merger and the other
transactions contemplated by the Merger Agreement (including any amendments or
modifications of the terms of the Merger Agreement approved by the board of
trustees of Equity Office that would not materially adversely affect the Equity
Office Securityholder in its capacity as beneficial owner of Equity Office
Common Stock or EOP OP Units) and (ii) against approval or adoption of any
action or agreement (other than the Merger Agreement or the transactions
contemplated thereby) made or taken in opposition to or in competition with the
Merger or the Partnership Merger.
(c) The Equity Office Securityholder will retain the right to
vote its Equity Office Common Shares and EOP OP Units, in its sole discretion,
on all matters other than those described in paragraphs (a) or (b) of this
Section 2, and the Equity Office Securityholder may grant proxies and enter into
voting agreements or voting trusts for its Equity Office Common Shares and EOP
OP Units in respect of such other matters.
- 2 -
<PAGE> 3
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE EQUITY OFFICE SECURITYHOLDER
The Equity Office Securityholder represents and warrants to
Cornerstone and Cornerstone Partnership as follows:
(a) The Equity Office Securityholder has the legal capacity,
power, authority and right (contractual or otherwise) to execute and deliver
this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly executed and delivered by the
Equity Office Securityholder and constitutes a valid and binding obligation of
the Equity Office Securityholder enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium or other similar laws
relating to creditors' rights and general principles of equity.
(c) The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated will not conflict with or
violate any court order, judgment or decree applicable to the Equity Office
Securityholder, or conflict with or result in any breach of or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under any contract or agreement to which the Equity Office
Securityholder is a party or by which the Equity Office Securityholder is bound
or affected, which conflict, violation, breach or default would materially and
adversely affect the Equity Office Securityholder's ability to perform any of
its obligations under this Agreement.
(d) Subject to any required filings under the Securities
Exchange Act of 1934 (the " '34 Act"), the Equity Office Securityholder is not
required to give any notice or make any report or other filing with any
governmental authority in connection with the execution or delivery of this
Agreement or the performance of the Equity Office Securityholder's obligations
hereunder and no waiver, consent, approval or authorization of any governmental
or regulatory authority or any other person or entity is required to be obtained
by the Equity Office Securityholder for the performance of the Equity Office
Securityholder's obligations hereunder, other than where the failure to make
such filings, give such notices or obtain such waivers, consents, approvals or
authorizations would not materially and adversely affect the Equity Office
Securityholder's ability to perform this Agreement.
(e) Equity Office Common Shares and EOP OP Units set forth
opposite the name of the Equity Office Securityholder on Schedule 1 hereto are
the only Equity Office Common Shares and EOP OP Units owned beneficially or of
record by the Equity Office Securityholder or over which it exercises voting
control.
SECTION 4. FURTHER ASSURANCES
During the Term, the Equity Office Securityholder shall make
such filings as may be required under the '34 Act and, upon the request of
Cornerstone, execute and deliver such documents and take such actions as
Cornerstone may reasonably deem necessary to effectuate the purposes of this
Agreement.
SECTION 5. DESCRIPTIVE HEADINGS
The descriptive headings herein are inserted for convenience
only and are not intended to be part of or to affect the meaning or
interpretation of this Agreement.
- 3 -
<PAGE> 4
SECTION 6. COUNTERPARTS
This Agreement may be executed in counterparts, each of which
when so executed and delivered shall be an original, but all of such
counterparts shall together constitute one and the same instrument.
SECTION 7. ENTIRE AGREEMENT; ASSIGNMENT
This Agreement (i) constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral, among
the parties hereto with respect to the subject matter hereof and (ii) shall not
be assigned by operation of law or otherwise.
SECTION 8. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland without regard to the
principles of conflicts of laws thereof.
(b) The Equity Office Securityholder hereby submits and
consents to non-exclusive personal jurisdiction in any action, suit or
proceeding arising out of this Agreement or the transactions contemplated hereby
in a federal court located in the State of Maryland or in a Maryland state
court. Any process, summons, notice or document delivered by mail to the address
set forth on Schedule 1 hereto shall be effective service of process for any
action, suit or proceeding in any Maryland state court or any federal court
located in the State of Maryland with respect to any matters to which the Equity
Office Securityholder has submitted to jurisdiction in this Section 8. The
Equity Office Securityholder irrevocably and unconditionally waives any
objection to the laying of venue of any action, suit or proceeding arising out
of this Agreement or the transactions contemplated hereby in any Maryland state
court or any federal court located in the State of Maryland, and hereby
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum. THE EQUITY OFFICE SECURITYHOLDER
IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT.
SECTION 9. SPECIFIC PERFORMANCE
The parties hereto agree that if any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached, irreparable damage would occur, no adequate remedy at law
would exist and damages would be difficult to determine, and that the parties
shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or equity.
SECTION 10. PARTIES IN INTEREST
This Agreement shall be binding upon and inure solely to the
benefit of each party hereto, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other person or persons any rights,
benefits or remedies of any nature whatsoever under or by reason of this
Agreement.
- 4 -
<PAGE> 5
SECTION 11. AMENDMENT; WAIVERS
This Agreement shall not be amended, altered or modified
except by an instrument in writing duly executed by each of the parties hereto.
No delay or failure on the part of any party hereto in exercising any right,
power or privilege under this Agreement shall impair any such right, power or
privilege or be construed as a waiver of any default or any acquiescence
thereto. No single or partial exercise of any such right, power or privilege
shall preclude the further exercise of such right, power or privilege, or the
exercise of any other right, power or privilege. No waiver shall be valid
against any party hereto, unless made in writing and signed by the party against
whom enforcement of such waiver is sought, and then only to the extent expressly
specified therein.
SECTION 12. CAPACITY OF EQUITY OFFICE SECURITYHOLDER
The Equity Office Securityholder has executed this Agreement
solely in his capacity as a securityholder of Equity Office or EOP Partnership
and not in his capacity as an officer, director, employee or manager of Equity
Office or EOP Partnership. Without limiting the foregoing, nothing in this
Agreement shall limit or affect any actions taken by the Equity Office
Securityholder in his capacity as an officer, director, employee or manager of
Equity Office or EOP Partnership in connection with the exercise of Equity
Office's or EOP Partnership's rights under the Merger Agreement.
SECTION 13. TERMINATION
This Agreement shall terminate immediately upon the earlier of
(i) 30 days after the date on which the Merger Agreement is terminated in
accordance with its terms or (ii) the consummation of the Merger. None of the
representations, warranties, covenants or agreements in this Agreement shall
survive the termination of this Agreement; provided, however, that nothing
contained herein shall release the Equity Office Securityholder from any
liability arising from any breach of any of its representations, warranties,
covenants or agreements in this Agreement.
- 5 -
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement, or have caused this Agreement to be duly executed and
delivered in their names and on their behalf, as of the date first written
above.
CORNERSTONE PROPERTIES INC.
By: /s/
-------------------------------
Name:
Title:
CORNERSTONE PROPERTIES LIMITED
PARTNERSHIP
By: Cornerstone Properties Inc.,
its general partner
By: /s/
---------------------------
Name:
Title:
/s/ Samuel Zell
----------------------------------
Samuel Zell
EGI Holdings, Inc.
By: /s/ Donald J. Liebentritt
------------------------------
Name: Donald J. Liebentritt
Title: Vice President
- 6 -
<PAGE> 7
Samstock/ZFT L.L.C.
By: /s/ Donald J. Liebentritt
------------------------------
Name: Donald J. Liebentritt
Title: Vice President
Samstock/Alpha L.L.C.
By: /s/ Donald J. Liebentritt
------------------------------
Name: Donald J. Liebentritt
Title: Vice President
Samstock/SZRT L.L.C.
By: /s/ Donald J. Liebentritt
------------------------------
Name: Donald J. Liebentritt
Title: Vice President
Samstock/ZGP L.L.C.
By: /s/ Donald J. Liebentritt
------------------------------
Name: Donald J. Liebentritt
Title: Vice President
- 7 -
<PAGE> 8
Schedule 1
<TABLE>
NAME OF RECORD AND # OF SHARES OF EQUITY # OF EOP TERMS OF
BENEFICIAL OWNER OFFICE COMMON STOCK OP UNITS PLEDGEE(1) PLEDGE
- -------------------------------------------------------------------------------------------------------
Sam Zell 8,175 0
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
EGI Holdings, Inc. 12,834 1,919,706
Samstock/Alpha, L.L.C. 258,178 1,990,579
Samstock/ZFT L.L.C. 1,239,472 6,010,399
Samstock/SZRT L.L.C. 27,348 1,775,065
Samstock/ZGPI, L.L.C. 0 5,321
</TABLE>
Any process, summons, notice or document delivered by mail pursuant to Section 8
hereof to the beneficial or record holder set forth on this Schedule 1, should
be delivered to:
With a copy to:
--------------
Equity Office Securityholder Hogan & Hartson L.L.P.
c/o Equity Group Investments, L.L.C. 555 Thirteenth Street, N.W.
Two North Riverside Plaza Washington, D.C. 20004-1109
Chicago, IL 60606 Attention: J. Warren Gorrell, Jr.
Attention: Donald J. Liebentritt George P. Barsness
Tel: (312) 466-3651 Tel: (202) 637-5600
Fax: (312) 575-7024 Fax: (202) 637-5910
- --------
(1) Disclose all of Mr. Zell's pledge and terms of pledge information in columns
4 and 5.
- 8 -
