<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 1998
REGISTRATION STATEMENT NO. 333-41449
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 TO FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
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BOSTON PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENTS)
8 ARLINGTON STREET
BOSTON, MASSACHUSETTS 02116
(617) 859-2600
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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MORTIMER B. ZUCKERMAN, CHAIRMAN
EDWARD H. LINDE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
BOSTON PROPERTIES, INC.
8 ARLINGTON STREET
BOSTON, MASSACHUSETTS 02116
(617) 859-2600
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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COPIES TO:
GILBERT G. MENNA, P.C. WALLACE L. SCHWARTZ, ESQ.
EDWARD M. SCHULMAN, ESQ. SUSAN J. SUTHERLAND, ESQ.
GOODWIN, PROCTER & HOAR LLP SKADDEN, ARPS, SLATE,
599 LEXINGTON AVENUE MEAGHER & FLOM LLP
NEW YORK, NEW YORK 10022 919 THIRD AVENUE
(212) 813-8800 NEW YORK, NEW YORK 10022
(212) 735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE BEING OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share...... 23,000,000 shares(1) (2) $762,773,725(3) $0(4)
</TABLE>
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(1) Includes up to 3,000,000 shares of Common Stock which the underwriters
have the option to purchase solely to cover overallotments, if any.
(2) The proposed maximum offering prices per share were reported in previous
filings.
(3) This is the sum of the proposed maximum aggregate offering prices made in
the original filing and amendments thereto.
(4) The registration fee for 16,100,000 of the shares registered hereby
($156,140) was paid in connection with the initial filing of the
registration statement on December 3, 1997; the fee for 1,150,000 of such
shares ($11,312) was paid in connection with the filing of Amendment No. 2
to the registration statement on January 2, 1998; and the fee for
5,750,000 of such shares ($57,567) was paid in connection with the filing
of Amendment No. 3 to the registration statement on January 23, 1998. No
additional amounts are being registered pursuant to this Amendment No.4.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 4 is being filed for the purpose of reflecting the
proposed maximum aggregate offering price of the offering with respect to all
shares registered pursuant to previous filings of this Registration Statement.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, BOSTON
PROPERTIES, INC. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-11 AND HAS DULY CAUSED THIS
AMENDMENT NO. 4 TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BOSTON, THE COMMONWEALTH
OF MASSACHUSETTS, ON THIS 26TH DAY OF JANUARY, 1998.
Boston Properties, Inc.
/s/ Edward H. Linde
By: __________________________________
NAME: EDWARD H. LINDE
TITLE: PRESIDENT AND CHIEF
EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
* Chairman of the January 26, 1998
- ------------------------------------ Board of Directors
MORTIMER B. ZUCKERMAN
/s/ Edward H. Linde President and Chief January 26, 1998
- ------------------------------------ Executive Officer,
EDWARD H. LINDE Director
(Principal
Executive Officer)
/s/ David G. Gaw Chief Financial January 26, 1998
- ------------------------------------ Officer (Principal
DAVID G. GAW Financial Officer
and Principal
Accounting
Officer)
* Director January 26, 1998
- ------------------------------------
ALAN J. PATRICOF
* Director January 26, 1998
- ------------------------------------
IVAN G. SEIDENBERG
* Director January 26, 1998
- ------------------------------------
MARTIN TURCHIN
*/s/ Edward H. Linde
- ------------------------------------
EDWARD H. LINDE, AS ATTORNEY-IN-
FACT
II-6
