<PAGE>
As filed with the Securities and Exchange Commission on June 23, 1999
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Boston Properties, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 04-2473675
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
800 Boylston Street
Boston, Massachusetts 02199
(617) 236-3300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Mortimer B. Zuckerman, Chairman
Edward H. Linde, President and Chief Executive Officer
Boston Properties, Inc.
800 Boylston Street
Boston, Massachusetts 02199
(617) 236-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
copies to:
Gilbert G. Menna, P.C.
Ettore A. Santucci, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement in light of
market conditions and other factors.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective Registration Statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum
Proposed Maximum Aggregate Amount of
Title Of Securities Amount To Be Aggregate Price Offering Price Registration
Being Registered Registered (2) Per Share (3) (3) Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share(1)..... 1,500,000 $35.0625 $52,593,750 $14,621.06
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</TABLE>
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(1) This Registration Statement also relates to the rights to purchase shares
of Series E Junior Participating Cumulative Preferred Stock of the
Registrant which are attached to all shares of Common Stock issued,
pursuant to the terms of the Registrant's Shareholder Rights Agreement
dated June 16, 1997. Until the occurrence of certain prescribed events, the
rights are not exercisable, are evidenced by the certificates for the
Common Stock and will be transferred with and only with such Common Stock.
Because no separate consideration is paid for the rights, the registration
fee therefor is included in the fee for the Common Stock.
(2) Plus such additional number of shares as may be required in the event of a
stock dividend, reverse stock split, split-up recapitalization or other
similar event.
(3) This estimate is based on the average of the high and low sales prices on
the New York Stock Exchange of the Common Stock of Boston Properties, Inc.
on June 15, 1999, pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, and is made solely for the purposes of determining the
registration fee.
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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 as amended, or until this 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>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not completed and may be changed. We +
+may not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion -- Dated June 23, 1999
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1,500,000 Shares of Common Stock
Boston Properties, Inc.
We are offering shares of our common stock through our Dividend Reinvestment
and Stock Purchase Plan. The plan provides you with an economical and
convenient way to purchase shares of our common stock. Our common stock is
traded on the New York Stock Exchange under the symbol "BXP." On June 21, 1999,
the last reported trading price of the common stock was $35.625. Some of the
significant features of the plan are:
. You may purchase additional shares of common stock by automatically
reinvesting some or all of your cash dividends on our stock, or
distributions on limited partnership interests.
. You may also purchase shares of common stock by making optional cash
payments of $100 to $25,000 per quarter.
. You can decide whether or not to participate in the plan, and you may
terminate your participation at any time.
. The purchase price for newly issued shares of common stock that you
acquire with reinvested dividends or reinvested distributions on limited
partnership interests will generally be 97% of the average of the daily
high and low sales price for a share of our common stock reported by the
New York Stock Exchange on the applicable investment date.
. The purchase price for newly issued shares of common stock that you
purchase with optional cash investments will generally be the average of
the daily high and low sales prices of our common stock reported by the
New York Stock Exchange for the trading day relating to each investment
date.
. The purchase price for shares purchased directly from us with optional
cash investments made with requests for waiver, will be the average of the
daily high and low sales prices of our common stock on the NYSE for the
ten days, on which trades of our stock are reported, immediately preceding
the investment date.
. The purchase price for shares of common stock purchased in the open market
or in privately negotiated transactions with third parties will equal the
price we paid for those shares, including any brokerage commissions.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is June , 1999.
<PAGE>
Summary of the Plan
The following summary of our Dividend Reinvestment and Stock Purchase Plan
may omit information that may be important to you. You should carefully read
the entire text of the plan contained in this prospectus before you decide to
participate in the plan.
ENROLLMENT: You can participate in the plan if you currently
own shares of our stock by submitting a completed
Authorization Form. You may obtain an
Authorization Form from the plan's administrator,
BankBoston, N.A. You may participate directly in
the plan only if you hold our stock in your own
name. If you hold shares through a brokerage or
other account, you may arrange to have your
broker or other custodian participate on your
behalf.
INITIAL INVESTMENT: If you do not own any shares of our stock, you
can participate in the plan by making an initial
investment in common stock through the plan with
a minimum initial investment of $100.
REINVESTMENT OF You can reinvest your cash dividends on some or
DIVIDENDS: all of your shares of common stock or some or all
of your shares of preferred stock. Similarly, you
can invest some or all of your cash distributions
on our limited partnership interests. You will be
able to purchase additional shares of common
stock by reinvesting your dividends or
distributions, without paying fees.
OPTIONAL CASH After you enroll in the plan, you can buy
INVESTMENTS: additional shares
of common stock without paying fees. You can
invest a minimum of $100 up to a maximum of
$25,000 in any one calendar quarter.
SOURCE OF SHARES: The administrator of the plan will purchase
shares of common stock in one of the following
ways:
. directly from us as newly issued shares of
common stock,
. from parties other than Boston Properties,
either in the open market or in privately
negotiated transactions.
PURCHASE PRICE:
The purchase price of shares of common stock
under the plan depends on how you purchase the
shares and on whether we issue new shares to you
or the plan obtains your shares by purchasing
them in the open market.
. Reinvested Dividends and Distributions: the
purchase price for shares of common stock that
the plan administrator purchases directly from
us initially will be 97% of the average of the
daily high and low sales price for a share of
our common stock reported by the New York
Stock Exchange on the applicable investment
date. If our common stock does not trade on
the investment date, the price will be the
average of the daily high and low sales prices
for the first trading day immediately before
the investment date and the first trading day
following the investment date.
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. Optional Cash Investments: the purchase price
for shares of common stock that the plan
administrator purchases directly from us will
be the average of the daily high and low sales
prices of our common stock reported by the New
York Stock Exchange for the trading day for
each investment date. If our common stock does
not trade on that trading day, the price will
be the average of the daily high and low sales
prices for the first trading day immediately
before the investment date and the first
trading day following the investment date.
The purchase price for shares purchased directly
from us with optional cash investments made with
requests for waiver will be the average of the
daily high and low sales prices of our stock on
the NYSE for the ten trading days, on which our
stock trades immediately before the investment
date.
The purchase price for any shares you purchase
through the plan that the plan administrator
purchases from parties other than Boston
Properties, either on the open market or in
privately negotiated transactions, rather than
directly from us, will be the average price per
share actually paid by the plan administrator,
including any brokerage commissions.
TRACKING YOUR You will receive periodic statements of the
INVESTMENT: transactions made in
your plan account. These statements will provide
you with details of the transactions and will
indicate the share balance in your plan account.
ADMINISTRATION: BankBoston, N.A. initially will serve as the
administrator of the plan. You should send all
correspondence with the administrator to:
Boston Properties, Inc.
c/o BankBoston, N.A.
Dividend Reinvestment Department
P.O. Box: 8040
Boston, MA 02266-8040
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<PAGE>
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., Chicago, Illinois, and New
York, New York. Please call the SEC at 1-800-SEC-0330 for further information
about the public reference rooms. Our SEC filings are also available to the
public from the SEC's Web site at http://www.sec.gov. In addition, you may look
at our SEC filings at the offices of the New York Stock Exchange (NYSE), which
is located at 20 Broad Street, New York, New York 10005. Our SEC filings are
available at the NYSE because our common stock is listed and traded on the
NYSE.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by
referring you to these documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede the information already
incorporated by reference. We are incorporating by reference the documents
listed below, which we have already filed with the SEC, and any future filings
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the securities:
. our Annual Report on Form 10-K for the year ended December 31, 1998, as
amended by Form 10-K/A;
. our Quarterly Report on Form 10-Q for the three months ended March 31,
1999;
. the description of our common stock contained in our registration
statement on Form 8-A, filed on June 12, 1997, and all amendments and
reports updating that description;
. the description of the rights to purchase shares of our Series E Junior
Participating Cumulative Preferred Stock contained in our registration
statement on Form 8-A, filed on June 12, 1997, and the description
contained in our registration statement on Form 8-A/A filed on June 16,
1997 amending such description, and all amendments and reports updating
that description; and
. our Current Reports on Form 8-K dated April 27, 1999 and May 25, 1999.
You may request a copy of these filings, and any exhibits we have
specifically incorporated by reference as an exhibit in this prospectus, at no
cost by writing or telephoning us at the following address: Boston Properties,
Inc., 800 Boylston Street, Boston, Massachusetts 02199, Attention: Chief
Financial Officer. Our telephone number is (617) 236-3300.
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information incorporated by reference or provided
in this prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus or the documents incorporated by reference is accurate as of any
date other than the date on the front of this prospectus or those documents.
About Boston Properties, Inc.
Boston Properties, Inc. is a real estate investment trust or "REIT." We are
one of the largest owners and developers of office properties in the United
States, with a significant presence in Greater Boston; Midtown Manhattan;
Greater Washington, D.C.; San Francisco, California; Princeton/East Brunswick,
New Jersey;
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<PAGE>
Richmond, Virginia; and Baltimore, Maryland. We conduct substantially all our
business through Boston Properties Limited Partnership. We are the sole general
partner and the owner of approximately 67.3% of the economic interests in
Boston Properties Limited Partnership. Our principal executive office is
located at 800 Boylston Street, Boston, Massachusetts 02199; telephone number
(617) 236-3300. Our common stock is listed on the New York Stock Exchange under
the symbol "BXP."
Additional information regarding Boston Properties, including our audited
financial statements and descriptions of Boston Properties, is contained in the
documents incorporated by reference in this prospectus. See "Where You Can Find
More Information" on page 4.
Terms and Conditions of the Dividend Reinvestment and Stock Purchase Plan
The following questions and answers are our Dividend Reinvestment and Stock
Purchase Plan and explain how it works. We expect to continue to pay quarterly
distributions on our shares of common stock in the future, as we have done in
the past. If you are a stockholder and do not participate in this plan, you
will continue to receive cash dividends in the usual manner, as we declare and
pay them. In the plan, we refer to our current stockholders, holders of units
of limited partnership interests in Boston Properties Limited Partnership and
new investors who participate in this plan as "participants." All references to
"our stock" in this prospectus refer collectively to our common stock and all
classes or series of our preferred stock (including any additional class or
series of our preferred stock that we may designate and issue in the future).
General Information
1. What is the purpose of the plan?
The purpose of this plan is to provide current owners of our stock and
holders of units of limited partnership interests of Boston Properties Limited
Partnership, as well as interested new investors, with an economical and
convenient way to invest in Boston Properties. As a current owner of our stock
or holder of limited partnership units of Boston Properties Limited
Partnership, you can invest cash dividends or distributions in additional
shares of our common stock without paying any brokerage commissions, service
charges or fees on newly issued shares that the plan administrator buys
directly from us.
However, this plan is primarily intended to benefit long-term investors, and
not individuals or institutions who engage in short-term trading activities
that could cause aberrations in the trading of our common stock. We may modify,
suspend or terminate participation in this plan by otherwise eligible persons
in order to eliminate practices which are inconsistent with the purposes of
this plan.
2. What are the advantages of the plan?
. You can reinvest cash dividends paid on some or all of your shares of
our stock. You can also invest distributions paid on some or all of your
units of limited partnership interest. You will not pay any service
charge on these purchases. You will also not pay any brokerage
commissions on newly issued shares that the plan administrator buys
directly from us, although you will pay any brokerage commissions that
the plan administrator pays if it purchases our shares from parties
other than Boston Properties. In addition, the purchase price for newly
issued shares of common stock that you acquire with reinvested dividends
or reinvested distributions will be at a discount, which is currently
3%.
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. In addition to shares you purchase by reinvesting dividends or
distributions, you may buy additional shares directly from us, subject
to minimum and maximum amounts, and you will not pay any brokerage
commission or service charge on newly issued shares. You can, of course,
also reinvest some or all of the dividends on these shares. You will pay
any brokerage commissions that the plan administrator pays when making
purchases of shares from parties other than Boston Properties under the
plan.
. You may reinvest all cash dividends or distributions because the plan
allows you to purchase fractional shares of common stock. Dividends on
fractional shares, as well as on whole shares, can also be reinvested in
additional shares which we will credit to your plan account.
. If you request, the plan administrator will send you certificates for
shares purchased, or provide for the safekeeping of certificates for
shares credited to your plan account. You pay no fee for this service.
. You can also deposit certificates for any other shares of our stock
registered in your name for safekeeping with the plan administrator. You
pay no fee for this service. Because you bear the risk of loss in
sending certificates to the plan administrator, certificates should be
sent by registered mail, return receipt requested and properly insured.
If you request, we will issue new certificates for your shares.
. We will send you periodic statements showing current account
information, including purchases of common stock held in your plan
account and your most recent plan account balance. This simplifies your
record keeping.
3. What are the disadvantages of the plan?
. We will not pay you any interest on dividends, distributions or optional
cash payments held by the plan administrator before the purchase date.
In addition, if you send us money to buy common stock directly from us,
we will return that money to you, without interest, if it is below the
minimum amount or above the maximum amount allowed.
. We will not determine the purchase price of shares that you purchase
under the plan until the applicable investment date. As a result, you
will not know the actual price per share or number of shares you will
purchase until that date.
. You will pay any brokerage commissions that the plan administrator pays
if it purchases shares from parties other than Boston Properties.
. If you decide to purchase common stock directly from us, your cash
payment may be exposed to changes in market conditions for a longer
period of time than if you had arranged to buy shares through a broker.
. If you request the plan administrator to sell common stock credited to
your plan account, the plan administrator will deduct a transaction fee,
any brokerage commission and any applicable stock transfer taxes from
the proceeds of the sale.
. You cannot pledge shares of common stock deposited in your plan account
until the shares are withdrawn from this plan.
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4. Who is eligible to participate in the plan?
Record Owners. If you own our stock in your own name as a "record owner" you
are eligible to participate directly in this plan.
Beneficial Owners. You are a "beneficial owner" if your stock is held in a
brokerage account or in the name of a bank, broker or other nominee. If you are
a beneficial owner, you can participate in the plan in one of two ways.
. You can participate directly in the dividend reinvestment feature of the
plan by becoming a record owner. You can do this by having one or more
shares of our stock transferred into your own name from that of your
bank, broker or other nominee.
. You may also ask the bank, broker or other nominee who is the record
owner to participate on your behalf. Except for instructions received
from brokers and bank nominees, we cannot recognize instructions
received from anyone acting as an agent on behalf of other participants
in this plan.
Non-stockholders. If you do not currently own any of our stock you may
participate in this plan by making an initial purchase of common stock through
the stock purchase feature of this plan.
5. Are there limitations on participation in the plan other than those
described above?
We may, for any reason or no reason, decide not to allow you to participate
in the plan even if you qualify for participation in this plan. For example,
some stockholders may be residents of jurisdictions in which we determine that
it may not be legally or economically practical to offer our stock under this
plan. We may preclude residents of those jurisdictions from participating in
this plan.
We may also limit participation by some stockholders in order to maintain
our tax-advantaged status as a REIT. In order for us to maintain our
qualification as a REIT, not more than 50% in value of our outstanding stock
may be owned, directly or indirectly, by five or fewer individuals, as
determined under the Internal Revenue Code. We may terminate your participation
in this plan at any time by sending you written notice of the termination. We
would do this if your participation would violate restrictions contained in our
charter which are designed to assure compliance with the restrictions of the
Internal Revenue Code. Our charter prohibits any stockholder, directly or
indirectly, from beneficially owning more than 6.6% of any class or series of
our outstanding stock. There is an exception for stockholders in cases where
the Internal Revenue Code will "look through" beneficial ownership for purposes
of REIT qualification. These stockholders may not beneficially own, directly or
indirectly, more than 15% of our outstanding stock.
If you attempt to transfer or acquire any shares of our capital stock that
would result in direct or indirect ownership of our capital stock in excess of
these two limits, or if the transfer or acquisition would for any other reason
result in disqualification of Boston Properties as a REIT, the transfer or
acquisition will be null and void. Our charter provides that our capital stock
subject to this limitation is subject to various rights of Boston Properties to
enforce this limitation, including transfer of the shares to a trust. We may
invalidate any purchases made under this plan that, in our sole discretion, may
violate the 6.6% ownership limit.
You cannot transfer your right to participate in this plan except by
transferring your interest in our stock to another person.
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6. Who administers the plan?
BankBoston, N.A., the transfer agent for our common stock, administers the
plan for participants, maintains records, provides regular account statements
to participants, and performs other duties relating to this plan. You can write
to the plan administrator at:
Boston Properties, Inc.
c/o BankBoston, N.A.
Dividend Reinvestment Department
P.O. Box: 8040
Boston, MA 02266-8040
You may also telephone the plan administrator at (888) [To Be Determined].
Your Choices Under the Plan
7. What investment choices are available under the plan?
We offer you two ways of investing in our common stock through the plan.
. First, you may automatically reinvest all, part or none of the cash
dividends paid on shares of our stock that you own.
. Additionally you may make optional cash investments ranging from a
minimum of $100 per payment up to a maximum of $25,000 per calendar
quarter to purchase common stock directly from us.
You can invest 100% of your dividends under the plan because the plan
permits you to purchase whole shares as well as fractional shares of common
stock. In addition, we will credit your account for dividends on both full and
any fractional shares, according to the investment option you select.
Holders of units of limited partnership interests of Boston Properties
Limited Partnership can also automatically invest some or all of their
quarterly distributions from Boston Properties Limited Partnership in shares of
common stock of Boston Properties. Except as otherwise noted, the discussion in
the following questions in this prospectus relating to the reinvestment of
dividends on our stock also applies to the investment choices available to
holders of limited partnership interests and to the mechanics and timing of the
investment of quarterly distributions from Boston Properties Limited
Partnership.
8. How does the optional cash investment feature work?
Optional cash investments allow you to purchase more shares than you could
purchase just by reinvesting dividends after they are paid to you. You can buy
shares of our common stock each quarter with optional cash investments after
you submit a properly executed and signed Authorization Form, Initial Purchase
Form or Broker and Nominee Form. The plan administrator will use your optional
cash investment to purchase common stock for your plan account on the next
investment date after it receives your cash payment.
You can make optional cash investments even if you have not chosen to
reinvest your cash dividends. If you choose to make only optional cash
investments, we will continue to pay cash dividends when and as declared on any
shares of our stock registered in your name, as well as on full and fractional
shares held in your plan account.
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You may make your first optional cash investment when you enroll by
enclosing a check with the Authorization Form, Initial Purchase Form or Broker
and Nominee Form. Checks should be made payable to BankBoston, N.A., the plan
administrator, and returned along with the Authorization Form, Initial Purchase
Form or Broker and Nominee Form. Afterwards, you may make optional cash
investments by completing the Cash Payment Form attached to your account
statement. You may also use the automatic quarterly investment feature,
described below. If you use the Cash Payment Form, you must send the plan
administrator a separate Cash Payment Form and a separate check for each
transaction. The plan administrator will not accept third party checks.
If any check you deliver to the plan administrator is returned unpaid, the
plan administrator may consider the request for the investment of such money
null and void and may immediately remove from your account shares of common
stock purchased with that check. The plan administrator may sell those shares
to satisfy any uncollected amount and a $25 returned check fee. If the proceeds
from the sale of the common stock do not satisfy the brokerage fees,
uncollected balance, and returned check fee, the plan administrator may sell
additional shares from your plan account to satisfy the brokerage fees,
uncollected balance and fee. Checks should be made payable to BankBoston, N.A.
and should be made out in U.S. funds drawn on a U.S. bank.
If you elect to make optional cash investments in any quarter, you must mail
funds to the address indicated on the Cash Payment Form. If the plan
administrator does not receive your funds and Cash Payment Form at least two
days prior to the next investment date, the plan administrator will return
your funds to you.
9. What are the limitations on making optional cash investments?
You may make optional cash investments at any time. However, your optional
cash investments cannot exceed $25,000 per quarter. A minimum investment of
$100 per quarter is required to exercise this option. You do not have to send
the same amount of money each quarter, and there is no requirement that you
make an optional cash investment each quarter.
10. Is it possible for me to invest more than $25,000 per quarter in Boston
Properties stock?
Yes. If you submit a Request for Waiver Form and our board of directors
approves your request, you may invest more than the $25,000 maximum per quarter
in our common stock. At its sole discretion, our board of directors may in the
future delegate the authority to approve requests for waivers to an authorized
officer or committee of our board of directors. You must send the Request for
Waiver Form directly to us, by facsimile at (617) [To Be Determined] and we
must receive it at least 21 business days before the next investment date.
Then, if your request is approved, you must send funds for your optional cash
investment and our form of approval to the plan administrator at least 14
business days before the next investment date. We will promptly notify you
whether we approved your request, or the amount of your request that we
approved. To receive a Request for Waiver Form, you should request the form
from us by facsimile at (617) [To Be Determined].
We may grant or deny any request for waiver for any reason or no reason. If
you and other participants request to invest amounts that are, in total, more
than what we would accept, we may honor your request and the requests of other
participants, pro rata or by any other appropriate method.
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11. Are there any special terms relating to investments I may make with
requests for waiver?
The purchase price for shares purchased with a request for waiver will be
based on the average price of our common stock over a ten trading day period.
Purchases you make with requests for waiver may be subject to a minimum price.
To obtain specific information for a specific investment date, please call
(617) 236-3680 for a pre-recorded message. We will record a message, if needed
to update information, at least five days before optional cash investments for
the next investment date are due.
Purchase Price. The purchase price for shares purchased directly from us
with requests for waiver will be the average of the daily high and low sales
prices of our common stock on the NYSE for the ten days on which our common
stock trades immediately preceding the next investment date. We will compute
the purchase price to the fourth decimal place.
Minimum Price. We may establish a minimum price for optional cash
investments made with requests for waiver for any investment date. For some
investment dates, we may not establish a minimum price. If we establish a
minimum price, it will be stated as a dollar amount that the purchase price for
the shares of our common stock must equal or exceed. If the price of our common
stock is less than the minimum price on any trading day during the pricing
period, then we will exclude that day and the trading prices for that day from
the calculation of the purchase price. For example, if the minimum price is not
satisfied for three of the ten days in a pricing period, then the purchase
price will be based on the remaining seven days when the minimum price is
satisfied. For each day during the pricing period that the minimum price is not
satisfied, we will return one tenth of each optional cash investment made with
a request for waiver to you by check, without interest, as soon as practicable
after the applicable investment date. The establishment of a minimum price and
the possible return of a portion of the investment applies only to optional
cash investments made pursuant to a request for waiver.
12. When must funds for optional cash investments be received by the plan
administrator?
The plan administrator must receive funds for optional cash investments at
least two business days prior to the next investment date. Funds for optional
cash investments will be invested quarterly on the next investment date. The
plan administrator will return your funds to you if the plan administrator
receives a request from you at least two business days before the next
investment date. The plan administrator will return to you any funds you send
for optional cash investments if your optional cash investment is less than
$100. The plan administrator will also return funds for your optional cash
investment that exceed the maximum allowable investment of $25,000 per quarter
unless we granted your prior request for waiver. Additionally, the plan
administrator will return any funds that it receives more than 30 days or less
than two business days before the next investment date.
Neither we nor the plan administrator will pay you interest on funds you
send for optional cash investments.
13. What is the automatic quarterly investment feature of the plan?
You may make optional cash investments by means of an "automatic quarterly
investment" of not less than $100 nor more than a total of $25,000 each quarter
by electronic funds transfer from a predesignated U.S. account.
If you wish to begin making automatic quarterly investments, you must
complete and sign an Authorization Form and an Automatic Debit Form and return
them to the plan administrator together with a
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voided blank check or deposit slip for the account from which funds are to be
drawn. You may obtain Automatic Debit Forms from the plan administrator or from
Boston Properties. The plan administrator will process the forms as promptly as
practicable.
Once you begin making automatic quarterly investments, the plan
administrator will draw funds from your designated account five business days
before the next investment date of each quarter and will purchase shares of
common stock beginning on that date. You may change the amount of your
automatic quarterly investment by completing and submitting a new Authorization
Form and an Automatic Debit Form to the plan administrator. The change will be
effective for that quarter if the plan administrator receives the forms at
least ten business days before the next investment date.
A fee of $25 will be charged on any returned unpaid electronic funds
transfers. The plan administrator may sell shares from your plan account to
satisfy this $25 fee and any brokerage fees incurred as a result of this sale.
14. Are there any expenses in connection with purchases under the plan?
You generally do not pay any brokerage commissions, service charges or fees
on shares you purchase through reinvestment of dividends or optional cash
purchases. Boston Properties pays all costs of administration of this plan.
However, if the plan administrator pays brokerage commissions when making
purchases of common stock from parties other than Boston Properties, you will
pay those commissions as part of the price that you pay for shares under the
plan. In addition, you must pay brokerage commissions and an administrative fee
if you request the plan administrator to sell your shares held in this plan.
Participating in the Plan
15. How can I participate?
If you are a record owner of our stock you may join the plan by completing
and signing an Authorization Form and returning it to the plan administrator or
by contacting the plan administrator at (888) [To Be Determined.]
If you are a beneficial owner and wish to join the plan, you must contact
your bank, broker or other nominee to arrange participation in the plan on your
behalf. If you wish to participate in the stock purchase feature of this plan,
a Broker and Nominee Form must also be sent to the plan administrator for the
bank, broker or other nominee to participate in the stock purchase feature of
this plan on your behalf. To facilitate participation by beneficial owners, we
have made arrangements with the plan administrator to reinvest dividends and
accept optional cash investments under the stock purchase feature of this plan
by record owners such as brokers, banks and other nominees, on behalf of
beneficial owners. You must make sure that the broker, bank or other nominee
passes along the proceeds of any applicable discount for purchases through the
plan to your plan account.
Alternatively, if you are a beneficial owner of our stock you may simply
request that the number of shares of our stock you wish to be enrolled in this
plan be reregistered by the bank, broker or other nominee in your own name as
record owner. You can then participate in the plan directly.
If you do not currently own shares of our stock, you may join the plan as a
record owner by completing and signing an Initial Purchase Form and by making
an initial investment between $100 and $25,000. At the same time, you may
designate all, a portion or none of the stock you purchased to be enrolled in
the dividend reinvestment feature of the plan.
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16. What alternatives does the Initial Purchase Form and Authorization Form
provide?
The Initial Purchase Form and Authorization Form allows you to decide the
extent of your participation in this plan. By checking the appropriate box on
the Initial Purchase Form and the Authorization Form, you indicate which
features of the plan you will use.
(a) Full Reinvestment of Distributions: Select this option if you wish to
reinvest the dividends on all our stock registered in your name as well as
on all stock credited to your plan account. Selecting this alternative also
permits you to make quarterly optional cash investments.
(b) Partial Reinvestment of Distributions: Select this option if you wish
to reinvest the dividends on a specified number of shares of our stock
registered in your name or credited to your plan account. Selecting this
alternative also allows you to make quarterly optional cash investments.
(c) Optional Cash Investments Only: Select this option if you wish to
participate in the plan by making only quarterly optional cash investments.
You will continue to receive cash dividends on all our stock registered in
your name as well as on any shares, and fractional shares, credited to your
plan account.
IMPORTANT:
. If you return the Authorization Form or Initial Purchase Form to the plan
administrator without any of the boxes checked, the plan administrator
will automatically enroll you in the full dividend reinvestment
alternative (alternative (a)).
. The plan administrator will not process your Authorization Form or
Initial Purchase Form if the form does not have the proper signature(s).
17. What is the Broker and Nominee Form for?
If you hold shares of our stock in a brokerage account, or through a bank or
other nominee, you must use the Broker and Nominee Form in order to participate
in the plan. The bank, broker or other nominee must send a Broker and Nominee
Form to the plan administrator each time that it makes an optional cash
investment for you.
18. How can I change my method of participation?
You may change your method of participation at any time by completing an
Authorization Form and returning it to the plan administrator or by submitting
a request to the plan administrator.
19. In whose name will plan accounts be maintained?
The plan administrator will maintain your account in your name as shown on
our records at the time you enter the plan. When issued, certificates for full
shares of common stock will be registered in your name as it appears on your
plan account.
20. Can I withdraw from the plan?
Yes. The plan is entirely voluntary, and you may withdraw at any time.
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If the plan administrator receives your request to withdraw from the plan at
least three business days before the applicable dividend record date for our
stock, you will once again receive cash dividends on whole shares you own. The
plan administrator will refund optional cash investments that have not been
invested if the plan administrator receives your request for refund either
prior to or at the same time your request for withdrawal is made. Otherwise,
the plan administrator will invest your optional cash payment on the next
investment date.
If the plan administrator receives your request to withdraw from the plan
less than at least three business days before the applicable dividend record
date, it will process your request as promptly as possible following that
investment date.
21. How do I withdraw from or re-enroll in the plan?
In order to withdraw from the plan, you must contact the plan administrator.
If you withdraw from the plan, you may request the plan administrator to
sell the stock credited to your plan account on your behalf. If you do not
request the plan administrator to sell your shares, it will send you
certificates for whole shares of common stock in your plan account and a cash
payment for any fractional shares. The plan administrator will generally not
issue certificates until approximately three business days after it receives
your request. If the plan administrator receives your request to withdraw on or
after the second business day before the applicable dividend record date and
before the related investment date, certificates will not be issued until
approximately ten business days after the related investment date.
Generally, you may elect to re-enroll in this plan at any time, simply by
following the same procedures used to enroll initially. However, we may reject
your Authorization Form if we believe that you have enrolled in the plan and
withdrawn too often. We would do this because we intend to minimize unnecessary
administrative expense and to encourage use of this plan as a long-term
stockholder investment service.
Purchasing Stock Under the Plan
22. Where will the common stock that I purchase under the plan come from?
The plan administrator will purchase stock:
. directly from Boston Properties;
. on the open market; or
. through privately negotiated transactions.
Each quarter we will decide how the plan administrator will purchase common
stock. We do not have to provide you with any written notice about the source
of the common stock to be purchased, but you may obtain current information
regarding the source of the common stock by calling to listen to the pre-
recorded message at (617) 236-3680.
23. What will be the price of common stock that I purchase under the plan?
If the plan administrator purchases common stock directly from us, the price
per share will be:
. for shares purchased with reinvested dividends and reinvested
distributions, 97% of the average of the high and low sale price for our
common stock as reported on the New York Stock Exchange
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--Composite Tape on the applicable investment date. If an investment
date falls on a day on which our common stock does not trade, the price
per share will be calculated by averaging the averages of the reported
high and low sale prices for our common stock as reported on the New
York Stock Exchange--Composite Tape for the first trading day before the
investment date and the first trading day following the investment date.
. for shares purchased through optional cash investments, the average of
the high and low sale price for common stock as reported on the New York
Stock Exchange--Composite Tape on the applicable investment date. If an
investment date falls on a day on which our common stock does not trade,
the price per share will be calculated by averaging the averages of the
reported high and low sale prices for our common stock as reported on
the New York Stock Exchange--Composite Tape for the first trading day
before the investment date and the first trading day following the
investment date.
If the plan administrator purchases common stock from parties other than
Boston Properties, either in the open market or in privately negotiated
purchases, the price per share will be:
. the weighted average of the actual prices, including any brokerage
commissions, that the plan administrator pays for all of the shares of
common stock purchased by the plan administrator for that quarter.
24. What is the "investment date"?
The investment date is the date or dates on which shares of our common
stock are purchased with reinvested dividends, reinvested distributions,
optional cash payments, initial investments and automatic quarterly
investments. The investment date under the plan depends on how you purchase
the shares and whether we issue new shares to you or the plan obtains your
shares by purchasing them from parties other than Boston Properties.
. Reinvested Dividends and Distributions: The investment date for
reinvested dividends and reinvested distributions is the date or dates
declared by our board of directors for the payment of quarterly
dividends or distributions if the plan administrator acquires shares
directly from us. This means that if you are reinvesting dividends
declared on our common stock, the investment date is the date declared
for the payment of quarterly dividends on our common stock. If you are
reinvesting dividends on a particular series or class of our preferred
stock, the investment date is the date declared for the payment of
dividends for that particular series or class of our preferred stock. If
you are reinvesting distributions on limited partnership interests, the
investment date is the date declared for the payment of distributions
for that particular series of units of limited partnership interests. If
the plan administrator acquires shares from parties other than Boston
Properties either in open market or privately negotiated purchases the
investment date will be the date or dates of the actual purchases, but
no later than ten business days following the date on which we paid the
applicable cash dividend or distribution. The record date associated
with a particular dividend is referred to in this plan as a "dividend
record date".
. Optional Cash Payments, Initial Investments and Automatic Quarterly
Investments: The investment date for optional cash payments, initial
investments by non-stockholders and automatic quarterly investments will
be the next investment date after the plan administrator receives your
cash payment if the plan administrator acquires shares directly from us.
If the plan administrator acquires shares from parties other than Boston
Properties either in open market or privately negotiated purchases the
investment date will be the date or dates of the actual purchases, but
no later than ten business days following the next investment date.
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25. When will investments be made under the plan?
The plan administrator will credit shares of our common stock purchased with
reinvested dividends or distributions to your account on the applicable
investment date for that quarter. The plan administrator will credit shares to
your account for optional cash investments on the next investment date after it
receives your cash payment. The plan administrator must receive your payment at
least two business days before the next investment date in order to invest your
payment on that investment date.
When the plan administrator makes purchases from parties other than Boston
Properties, those purchases may be made on any securities exchange where shares
of our common stock are traded, in the over-the-counter market or by negotiated
transactions. The plan administrator will make these purchases on terms that it
approves. Neither we nor any participant will have any power to direct the time
or price at which the plan administrator will purchase shares. However, if the
plan administrator purchases shares on the open market or in negotiated
transactions, it will use its best efforts to purchase the shares at the lowest
possible price.
26. How many shares of common stock will I be purchasing through the plan?
The number of shares of common stock that you purchase depends on several
factors including:
. the amount of dividends or distributions you reinvest, including
dividends on stock credited to your plan account;
. the amount of any optional cash investments you make; and
. the purchase price of the common stock on the applicable investment
date.
The plan administrator will credit your account with the number of shares equal
to the total amount to be invested divided by the applicable purchase price.
The only limit on the number of shares available for purchase directly from us
is the number of shares of common stock registered for issuance under the plan.
27. How will I be notified of my purchases of common stock?
The plan administrator will send you a quarterly account statement showing
the activity and balance in your plan account. Your account statement will show
the number of shares purchased that quarter and their purchase price. Your
account statement will also show the total number of shares you purchased
through the plan to date during the calendar year, as well as the total number
of shares held in your account as of the investment date.
The final quarterly statement for each year will show all pertinent
information for that calendar year. You should keep this statement for tax
purposes. The plan administrator may charge you a fee if you request additional
copies of your prior account statements.
We will also send you copies of each prospectus and any amendments or
supplements to prospectuses describing the plan, and we will send you the same
information that we send to other stockholders, including quarterly reports,
annual reports, notices of stockholders meetings, proxy statements, and income
tax information for reporting dividends paid.
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Selling Shares of Stock Held in the Plan
28. How can I sell stock held in my plan account?
You may sell some or all of your stock held in your plan account, even if
you are withdrawing from this plan. You can sell your shares either through
your broker or through the plan administrator.
If you elect to sell through a broker, you must first request the plan
administrator to send you a certificate representing the number of shares you
want to sell. The plan administrator will generally issue certificates for your
shares within three business days after it receives your request. If the plan
administrator receives your request on or after a dividend record date but
before the related investment date, it will issue certificates approximately
ten business days after the investment date.
Alternatively, you may send the plan administrator a request to sell some or
all of the shares held in your plan account. You will not be able to direct the
date or price at which the plan administrator sells your stock. The plan
administrator will use its best efforts to make the sale in the open market
within three trading days after receiving your request. After the sale you will
receive the proceeds of the sale minus
. a brokerage commission,
. any applicable taxes, and
. a nominal administrative fee paid to the plan administrator per
transaction.
If you contact the plan administrator, they will provide you with the current
brokerage commission and administrative fee amounts in effect at the time your
request for sale is made.
The plan administrator will engage a broker to sell your shares. The plan
administrator will mail you a check for the shares you sell after it receives
the funds from the brokerage firm.
If you wish to sell some or all of the shares in your plan account, you
should contact the plan administrator at:
Boston Properties, Inc.
c/o BankBoston, N.A.
Dividend Reinvestment Department
P.O. Box: 8040
Boston, MA 02266-8040
888 [To Be Determined]
Please remember that if you elect to sell your stock through the plan
administrator, the price of our common stock may decline during the period
between your request for sale, the plan administrator's receipt of your
request, and the date of the sale in the open market. The plan administrator
will use its best efforts to sell your shares within three trading days after
receiving your request. You should carefully evaluate this risk, which you
bear. You bear a similar risk between the time that you request for a
certificate and the time the certificate is actually delivered to you.
29. What happens when I sell or transfer all of the shares of common stock held
outside the plan?
If you sell or transfer all shares of our stock registered in your name
outside your plan account, the plan administrator, until you give other
instructions, will continue to reinvest the dividends on the common stock in
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your plan account according to your instructions on the Authorization Form. You
may also continue to participate in the optional cash investment feature of
this plan as long as there is at least one whole share of common stock
remaining in your plan account.
If you direct the plan administrator to pay cash dividends on some of your
stock and to reinvest dividends on the remaining shares, and you sell or
transfer a portion of your shares, you should provide new instructions to the
plan administrator regarding payment of cash dividends and/or reinvestment of
dividends. If the plan administrator does not receive new instructions, it will
pay cash dividends on all shares.
If you sell or transfer all of the shares registered in your name and all
whole common stock held in your plan account, the plan administrator will mail
you a cash payment representing any fractional shares in your plan account upon
your request or at the request of Boston Properties.
30. What happens to a fraction of a share of common stock when I withdraw from
the plan or the plan is terminated?
When you withdraw from this plan or this plan is terminated by Boston
Properties, the plan administrator will mail you a cash payment representing
any fractional share of common stock upon your request or at the request of
Boston Properties. The cash payment will be based upon the market price on the
date the plan administrator processes your termination.
Owning Stock in the Plan
31. How will I be credited with dividends on stock held in my plan account?
We pay dividends to all holders of record of our stock, when and as
declared. The plan administrator will receive and credit plan participants with
dividends for all stock you hold in the plan, including fractional shares. The
plan administrator will reinvest dividends in additional shares of our common
stock or distribute dividends, according to your instructions.
32. Can I have dividends on stock held in the plan sent directly to me?
If you elect the partial dividend reinvestment alternative, you will receive
cash dividends on the specified number of shares registered in your name
outside the plan or held in your plan account. For purposes of the partial
dividend reinvestment alternative, dividends will first be applied and paid on
stock held in certificate form and then to shares held in your plan account.
Participants making only optional cash investments will have all cash dividends
paid to them.
You may withdraw from the plan by written notice. When the plan
administrator issues a stock certificate to you, future dividends on these
shares of common stock will be treated according to the instructions on your
Authorization Form.
33. What happens if Boston Properties declares a stock split?
The plan administrator will add any shares resulting from a stock split, on
shares you hold in your plan account, to your plan account. We will issue any
shares resulting from a stock split, on stock held by you outside the plan, in
the same manner as we would if you were not participating in this plan.
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34. If Boston Properties issues rights to purchase securities to the holders of
common stock, how will the rights on plan shares be handled?
If we issue rights to purchase additional shares of our common stock or any
other securities to holders of our common stock, the plan administrator will
sell those rights relating to shares of common stock held by the plan
administrator for participants and invest the proceeds in additional shares of
common stock on the next investment date. In the event that those rights are
not saleable or detachable, the plan administrator will hold those rights for
your benefit. If you wish to receive any rights directly, you may do so by
sending to the plan administrator, at least five business days before the
record date for the rights offering, a written request that certificates for
shares in your plan account be sent to you.
35. How will the stock held under this plan be voted at meetings of
stockholders?
If you own shares of stock registered in your name and return a properly
completed and signed proxy card, the plan administrator will vote any stock
held in your plan account in accordance with the instructions on your proxy
card. If no stock is registered in your name, stock credited to your plan
account will be voted in accordance with instructions you give on an
instruction form which we will furnish to you. If you desire to vote in person
at the meeting, a proxy for full shares of common stock credited to your
account under this plan may be obtained upon written request received by the
plan administrator at least 15 days before the meeting.
If you return a properly signed proxy card or instruction form but no
instructions are set forth thereon with respect to any item, all of your stock,
both that registered in your name, and that credited to your plan account, will
be voted in the same manner as for non-participating stockholders who return
proxies and do not provide instructions with respect to that item -- that is,
in accordance with the recommendations of Boston Properties' management. If the
proxy card or instruction form is not returned or if it is returned unsigned,
none of the participant's stock will be voted unless the participant votes in
person.
36. Will stock certificates be issued for common stock purchased under the
plan?
Normally we will not issue certificates for shares that you purchase under
the plan. Your account statement will show the number of shares held in your
plan account. In addition to minimizing the costs of this plan, this additional
service protects against loss, theft, or destruction of stock certificates.
However, you may at any time request the plan administrator issue a
certificate for any whole number of shares of common stock, up to the number of
full shares credited to your plan account. The plan administrator will
generally issue certificates approximately three business days after it
receives your request. If the plan administrator receives your request on or
after a dividend record date and before the related investment date, it will
issue certificates approximately ten business days after the related investment
date. Your request must be in writing, and you should mail it to:
Boston Properties, Inc.
c/o BankBoston, N.A.
Dividend Reinvestment Department
P.O. Box: 8040
Boston, MA 02266-8040
Future dividends on any shares for which you request a stock certificate
will be treated according to your instructions indicated on the Authorization
Form. If you request certificates for less than all of the stock in your
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plan account, any remaining full shares and fractional shares in your plan
account. We will automatically withdraw you from the plan if your plan account
is less than one whole share as a result of withdrawals or sales of stock and
you are not reinvesting dividends from any stock registered in your name.
We will not issue certificates for fractional shares of common stock under
any circumstances.
37. In whose name will certificates be registered to when issued?
We will issue stock certificates registered in your name as it appears on
your plan account.
You may ask the plan administrator to issue certificates in names other than
the plan account name, but you must comply with any applicable laws and you
must pay any applicable taxes. You must make this request in writing, and your
signature must be guaranteed by a qualified medallion guarantee member.
38. Is a safekeeping service available to hold my shares?
Yes. The plan administrator will hold your shares in safekeeping without
cost, thus eliminating the worry about certificates being lost or stolen. Your
account statement will identify the number of shares of common stock you hold
and the number of shares in your plan account.
You may also transfer other shares of our stock that are registered in your
name to your plan account at no cost. This eliminates the need for safekeeping
of the certificates for those shares. If you send certificates to the plan
administrator, please send them registered mail or certified mail, return
receipt requested, properly insured, because you will bear the risk if the
certificates are lost or stolen in transit. You may mail certificates to the
following address:
Boston Properties, Inc.
c/o BankBoston, N.A.
Dividend Reinvestment Department
P.O. Box: 8040
Boston, Massachusetts 02266-8040
When necessary, you can simply request that certificates be issued as your
needs require.
39. Can I pledge shares in my plan account?
You may not pledge any shares of our stock that you hold in your plan
account. Any pledge of shares in a plan account is null and void. If you wish
to pledge shares, you must first withdraw those shares from the plan and
request the plan administrator to send you certificates for those shares.
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Important Tax Consequences
40. What are the federal income tax consequences of participation in the plan?
In general, if you enroll in the plan, as of the date of this prospectus,
you will have the same federal income tax obligations with respect to
reinvested dividends as you would with dividends not reinvested under this
plan.
You will be treated for federal income tax purposes as having received, on
each investment date, a cash distribution equal to the full amount of the cash
dividend payable on that date on the shares of common stock held in your
account and all other stock that you own. The Internal Revenue Code requires
this treatment even though you never actually receive the reinvested dividends
in cash because your dividends are used instead to purchase shares of common
stock. In the case of reinvested dividends used to purchase stock directly from
us, you will be treated as having received a distribution for federal income
tax purposes equal to the fair market value of the stock that you acquire
through the plan. This amount would include the amount of the cash dividends
that you reinvest and the 3% discount. The value of such shares will be based
on 100% of the average of the highest and lowest prices for our common stock on
the New York Stock Exchange--Composite Tape on the applicable investment date,
and not on the discounted price that you will pay for shares under the plan.
Your tax basis in common stock acquired through dividend reinvestment will
equal the amount treated as a distribution for federal income tax purposes.
This treatment, and the example set forth below, may vary in the case of
participants who are holders of units of limited partnership interests of
Boston Properties Limited Partnership and whose operating partnership
distributions are being reinvested.
For example, if you reinvest $100 in dividends and the market price of our
common stock was $35 on the investment date, you would receive approximately
2.9455 shares of common stock with a fair market value on the investment date
of $103.09 ($35 X 2.9455 shares) if the plan administrator purchases such
shares directly from us. Accordingly, for federal income tax purposes, you
would have received a distribution of $103.09, rather than the $100 amount of
cash dividends. This price is assumed for illustrative purposes only, and will
vary with the market price of our common stock.
If you make optional cash investments, you will not recognize income for
federal income tax purposes by virtue of the purchase of common stock with the
optional cash purchase. The tax cost and basis of stock purchased with optional
cash investments is the amount you paid for such stock.
The holding period for stock purchased with dividends or optional cash
investments begins on the day after the applicable investment date.
Distributions with respect to your stock will be taxable as ordinary
dividend income for federal income tax purposes to the extent made out of our
current or accumulated earnings and profits. Distributions in excess of our
current or accumulated earnings and profits will be treated for federal income
tax purposes as a return of capital. The amount of a return of capital would
first reduce the tax basis of the common stock to which the distribution is
attributable to the extent of that tax basis, and the excess, if any, of the
amount treated as a return of capital over such tax basis would be treated as a
gain from the disposition of such stock. In the event that we designate a part
or all of the amount distributed as a capital gain dividend, the amount so
designated should be treated by you as long-term capital gain.
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You will recognize gain or loss when a fractional share interest is
liquidated or when you sell or exchange common stock. The gain or loss will
equal the difference between the amount you receive for the fractional share
interest or the common stock and the tax basis for the fractional share or
common stock.
Tax consequences will vary depending on your specific circumstances. You
should discuss specific tax questions regarding your participation in the
plan with your own tax advisor.
We urge you to save your account statements in order to calculate your
tax basis per share of common stock. The plan administrator will charge you
a fee for copies of past account statements.
41. What provision is made for stockholders subject to income tax withholding?
If you are a foreign stockholder whose dividends are subject to United
States income tax withholding, or a domestic stockholder whose dividends are
subject to backup withholding taxes, the plan administrator will reinvest an
amount equal to the dividend less the amount of any tax required to be
withheld. We will have amounts withheld from dividends paid to the United
States Treasury and the respective participants will be advised of the amounts
withheld.
Foreign stockholders who elect to make optional cash investments only will
continue to receive cash dividends on stock registered in their names in the
same manner as if they were not participating in this plan. Funds for optional
cash investments must be in United States dollars and will be invested in the
same way as payments from other participants.
Other Important Provisions
42. Can Boston Properties change or discontinue the plan?
While we currently intend to continue this plan indefinitely, we may amend,
suspend, modify or terminate this plan at any time. We will send you notice of
any amendment, suspension, modification or termination. The plan administrator
may resign at any time upon reasonable notice to Boston Properties in writing.
We may elect and appoint at any time a new plan administrator, including
ourselves, to administer this plan.
43. What are the responsibilities of Boston Properties and the plan
administrator under the plan?
Boston Properties and the plan administrator will not be liable for any act
done in good faith or for any omission to act, in good faith, including,
without limitation, any claim of liability arising out of failure to terminate
a participant's plan account upon the participant's death prior to receipt of
notice in writing of such death.
You should recognize that neither Boston Properties nor the plan
administrator can assure you of a profit or protect you against a loss on the
stock purchased or sold by you under this plan.
44. Who interprets and regulates the plan?
Any questions of interpretation arising under this plan will be determined
by Boston Properties and any determination will be final. We may adopt rules
and regulations to facilitate the administration of this plan. The terms and
conditions of this plan and its operation will be governed by the laws of the
State of Delaware.
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Use of Proceeds
We will use the net proceeds from the sale of common stock purchased through
this plan for general corporate purposes, including investment in new
properties and new developments and maintenance of currently owned properties.
Experts
The audited financial statements and schedules incorporated by reference in
this prospectus have been audited by PricewaterhouseCoopers LLP, independent
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
Legal Matters
Certain legal matters, including the validity of the shares of Boston
Properties' common stock offered through this plan, will be passed upon for us
by Goodwin, Procter & Hoar LLP. Gilbert G. Menna, the sole stockholder of
Gilbert G. Menna, P.C., a partner of Goodwin, Procter & Hoar LLP, serves as an
Assistant Secretary of Boston Properties. Certain partners of Goodwin, Procter
& Hoar LLP or their affiliates, together with Mr. Menna, own approximately
20,000 shares of the our common stock. Goodwin, Procter & Hoar LLP occupies
approximately 26,000 square feet at 599 Lexington Avenue, New York, NY under a
lease with Boston Properties that expires in 2002.
22
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or the documents incorporated by reference is
accurate as of any date other than the date on the front of this prospectus or
those documents.
-----------------
SUMMARY TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary of the Plan...................................................... 2
Where You Can Find More Information...................................... 4
About Boston Properties, Inc............................................. 4
Terms and Conditions of the Dividend Reinvestment and Stock Purchase
Plan.................................................................... 5
General Information.................................................... 5
Your Choices Under the Plan............................................ 8
Participating in the Plan.............................................. 11
Purchasing Stock Under the Plan........................................ 13
Selling Shares of Stock Held in the Plan............................... 16
Owning Stock in the Plan............................................... 17
Important Tax Consequences............................................. 20
Other Important Provisions............................................. 21
Use of Proceeds.......................................................... 22
Experts.................................................................. 22
Legal Matters............................................................ 22
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1,500,000 Shares
[LOGO]
Boston Properties, Inc.
Common Stock
-----------------
PROSPECTUS
-----------------
June , 1999
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses expected to be incurred in connection with the issuance and
distribution of the securities being registered are set forth below (all
amounts except the registration fee are estimated):
<TABLE>
<S> <C>
Registration fee................................................ $ 14,621
Accountants' fees and expenses.................................. $ 5,000
Legal fees and expenses......................................... $ 50,000
Printing fees................................................... $ 5,000
Plan Administrator Fees......................................... $ 60,000
Miscellaneous................................................... $ 500
--------
Total......................................................... $135,121
========
</TABLE>
All expenses in connection with the issuance and distribution of the
securities being offered shall be borne by Boston Properties, Inc. (the
"Company").
Item 15. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate") and Amended and Restated Bylaws (the "Bylaws") provide certain
limitations on the liability of the Company's directors and officers for
monetary damages to the Company. The Certificate and the Bylaws obligate the
Company to indemnify its directors and officers, and permit the Company to
indemnify its employees and other agents, against certain liabilities incurred
in connection with their service in such capacities. These provisions could
reduce the legal remedies available to the Company and the stockholders against
these individuals.
The Company's Certificate limits the liability of the Company's directors
and officers to the Company to the fullest extent permitted from time to time
by Delaware General Corporation Law (the "DGCL"). The DGCL permits, but does
not require, a corporation to indemnify its directors, officers, employees or
agents and expressly provides that the indemnification provided for under the
DGCL shall not be deemed exclusive of any indemnification right under any
bylaw, vote of stockholders or disinterested directors, or otherwise. The DGCL
permits indemnification against expenses and certain other liabilities arising
out of legal actions brought or threatened against such persons for their
conduct on behalf of the corporation, provided that each such person acted in
good faith and in a manner that he reasonably believed was in or not opposed to
the corporation's best interests and in the case of a criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful. The DGCL does
not allow indemnification of directors in the case of an action by or in the
right of the corporation (including stockholder derivative suits) unless the
directors successfully defend the action or indemnification is ordered by the
court.
The Certificate contains a provision permitted by Delaware law that
generally eliminates the personal liability of directors for monetary damages
for breaches of their fiduciary duty, including breaches involving negligence
or gross negligence in business combinations, unless the director has breached
his or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or a knowing violation of law, paid a dividend or approved a stock
repurchase in violation of the DGCL or obtained an improper personal benefit.
The provision does not alter a director's liability under the federal
securities laws. In addition, this provision does not affect the availability
of equitable remedies, such as an injunction or rescission, for breach of
fiduciary duty.
The Bylaws provide that directors and officers of the Company shall be, and,
in the discretion of the Company's Board of Directors, non-officer employees
may be, indemnified by the Company to the fullest extent authorized by Delaware
law, as it now exists or may in the future be amended, against all expenses and
liabilities actually and reasonably incurred in connection with service for or
on behalf of the Company. The
II-1
<PAGE>
Bylaws also provide that the right of directors and officers to indemnification
shall be a contract right and shall not be exclusive of any other right now
possessed or hereafter acquired under any bylaw, agreement, vote of
stockholders, or otherwise.
The Company has entered into indemnification agreements with each of its
directors and executive officers. The indemnification agreements require, among
other matters, that the Company indemnify its directors and officers to the
fullest extent permitted by law and advance to the directors and officers all
related expenses, subject to reimbursement if it is subsequently determined
that indemnification is not permitted. Under these agreements, the Company must
also indemnify and advance all expenses incurred by directors and officers
seeking to enforce their rights under the indemnification agreements and may
cover directors and officers under the Company's directors' and officers'
liability insurance. Although the form of indemnification agreement offers
substantially the same scope of coverage afforded by law, it provides
additional assurance to directors and officers that indemnification will be
available because, as a contract, it cannot be modified unilaterally in the
future by the Company's Board of Directors or the Company's stockholders to
eliminate the rights it provides. It is the position of the SEC that
indemnification of directors and officers for liabilities under the Securities
Act is against public policy and unenforceable pursuant to Section 14 of the
Securities Act.
Item 16. Exhibits.
<TABLE>
<S> <C>
Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities and interests being
5.1 registered.
8.1 Opinion of Goodwin, Procter & Hoar LLP as to certain federal income tax matters.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibits 5.1 and 8.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants.
24.1 Power of Attorney (included on the signature page of this Registration Statement).
99.1 Form of Initial Purchase Form.
99.2 Form of Broker & Nominee Form.
99.3 Form of Authorization Form.
</TABLE>
Item 17. Undertakings.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made
pursuant to this registration statement, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
II-2
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company, pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities begin registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, the Commonwealth of Massachusetts on June
23, 1999.
Boston Properties, Inc.
By: /s/ Edward H. Linde
----------------------------------
Edward H. Linde
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that we, the undersigned officers and directors
of Boston Properties, Inc., hereby severally constitute Edward H. Linde, David
G. Gaw and William J. Wedge, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement
filed herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Boston Properties, Inc. to comply with the provisions
of the Securities Act of 1933 and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto, including post-effective amendments
pursuant to Rule 462(b) under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Mortimer B. Zuckerman Chairman of the Board of June 23, 1999
______________________________________ Directors
Mortimer B. Zuckerman
/s/ Edward H. Linde President and Chief June 23, 1999
______________________________________ Executive Officer,
Edward H. Linde Director (Principal
Executive Officer)
/s/ David G. Gaw Chief Financial Officer June 23, 1999
______________________________________ (Principal Financial
David G. Gaw Officer and Principal
Accounting Officer)
/s/ Alan J. Patricof Director June 23, 1999
______________________________________
Alan J. Patricof
/s/ Ivan G. Seidenberg Director June 23, 1999
______________________________________
Ivan G. Seidenberg
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Martin Turchin Director June 23, 1999
______________________________________
Martin Turchin
/s/ Alan B. Landis Director June 23, 1999
______________________________________
Alan B. Landis
/s/ Richard E. Salomon Director June 23, 1999
______________________________________
Richard E. Salomon
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities and interests being registered.
8.1 Opinion of Goodwin, Procter & Hoar LLP as to certain federal income
tax matters.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibits 5.1 and
8.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants.
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
99.1 Form of Initial Purchase Form.
99.2 Form of Broker & Nominee Form.
99.3 Form of Authorization Form.
</TABLE>
<PAGE>
Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
June 22, 1999
Boston Properties, Inc.
800 Boylston Street
Boston, Massachusetts 02199
Re: Legality of Securities to be Registered Under
Registration Statement on Form S-3
---------------------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the registration statement on
Form S-3 (the "Registration Statement") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), relating to the registration of 1,500,000
shares of common stock, par value $.01 per share (the "Common Stock"), of Boston
Properties Inc., a Delaware corporation (the "Company"), that may be issued by
the Company pursuant to the Company's Dividend Reinvestment and Stock Purchase
Plan (the "Plan").
In connection with rendering this opinion, we have examined the Amended and
Restated Certificate of Incorporation of the Company, as amended and restated to
the date hereof and on file with the Office of the Secretary of State of
Delaware; the Bylaws of the Company, as amended to the date hereof; such records
of the corporate proceedings of the Company as we deemed material; the
Registration Statement and the exhibits thereto; and such other certificates,
receipts, records and documents as we considered necessary for the purposes of
this opinion. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified, photostatic or facsimile copies, the
authenticity of the originals of such copies and the authenticity of telephonic
confirmations of public officials and others. As to facts material to our
opinion, we have relied upon certificates or telephonic confirmations of public
officials and certificates, documents, statements and other information of the
Company or representatives or officers thereof.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America, The Commonwealth of Massachusetts and the
Delaware General
<PAGE>
Boston Properties, Inc.
June 22, 1999
Page 2
Corporation Law and also express no opinion with respect to the blue sky or
securities laws of any state, including Massachusetts and Delaware.
Based upon the foregoing, we are of the opinion that when the shares of
Common Stock registered under the Registration Statement have been issued and
the Company has received full payment for the Common Stock in accordance with
the terms of the Plan, such shares will be validly issued, fully paid and
non-assessable shares of Common Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
Exhibit 8.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
June 22, 1999
Boston Properties, Inc.
800 Boylston Street
Boston, Massachusetts 02199
Re: Certain Federal Income Tax Matters
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Boston Properties, Inc., a Delaware corporation
(the "Company") in connection with the registration statement on Form S-3 (the
"Registration Statement") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), relating to the registration of 1,500,000 shares of
common stock, par value $.01 per share (the "Common Stock"), of the Company that
may be issued by the Company pursuant to the Company's Dividend Reinvestment and
Stock Purchase Plan (the "Plan"). You have requested our opinion on certain
federal income tax matters in connection with the Plan.
Capitalized terms not defined herein shall have the same meaning as in the
Officer's Certificate (as defined below).
In rendering the following opinion, we have examined the Amended and
Restated Certificate of Incorporation (the "Articles") and Bylaws of the
Company, the Company's federal income tax return for the taxable year ended
December 1997 on Form 1120-REIT, and such other records, certificates and
documents as we have deemed necessary or appropriate for purposes of rendering
the opinion set forth herein (collectively, the "Documents"). We have reviewed
the investment activities, operations and governance of the Company and its
Subsidiaries. We have relied upon representations of duly appointed officers of
the Company and Boston Properties Limited Partnership, a Delaware limited
partnership (the "Operating Partnership") (including without limitation,
representations contained in a letter dated as of this date (the "Officer's
Certificate")), principally relating to the Company's organization and
operations. We assume that each such representation is and will be true,
correct and complete and that all representations that speak in the future, or
to the intention, or to the best of the belief and knowledge of any person(s) or
party(ies) are and will be true, correct and complete as if made without such
qualification. Nothing has come to our attention which would cause us to
<PAGE>
Boston Properties, Inc.
June 22, 1999
Page 2
believe that any of such representations are untrue, incorrect or incomplete.
We assume that the Company will be operated in accordance with the applicable
laws and the terms and conditions of applicable documents. We have also
reviewed the Registration Statement, the Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, and such other documents as we
have deemed appropriate. In addition, we have relied upon certain additional
facts and assumptions described below.
In rendering the opinion set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents submitted to us as copies, (iv) the
conformity of final documents to all documents submitted to us as drafts, (v)
the authority and capacity of the individual or individuals who executed any
such documents on behalf of any person, (vi) the accuracy and completeness of
all records made available to us, and (vii) the factual accuracy of all
representations, warranties and other statements made by all parties. In
addition, we assume that all interests in the Operating Partnership have been
and will be issued in a transaction (or transactions) that are not required to
be registered under the Securities Act and that no interest in the Operating
Partnership offered for sale outside the United States would have been required
to be registered under the Securities Act if such interest had been offered for
sale within the United States. We have further assumed that during its short
1997 taxable year ending December 31, 1997 and subsequent taxable years, the
Company has operated and will operate in such a manner that has made and will
make the representations contained in the Officer's Certificate true for all
such years, and that the Company and its Subsidiaries will not make any
amendments to its organizational documents after the date of this opinion that
would affect the Company's qualification as a real estate investment trust for
any taxable year. For purposes of our opinion, we have made no independent
investigation of the facts contained in the documents and assumptions set forth
above, the representations set forth in the Officer's Certificate, or the
Registration Statement. No facts have come to our attention, however, that
would cause us to question the accuracy and completeness of such facts or
documents in a material way.
The discussion and conclusion set forth below are based upon the Code, the
Income Tax Regulations and Procedure and Administration Regulations promulgated
thereunder and existing administrative and judicial interpretation thereof, all
of which are subject to change. No assurance can therefore be given that the
federal income tax consequences described below will not be altered in the
future. Based on the documents and assumptions set forth above and the
representations set forth in the Officer's Certificate, and provided that the
Company continues to meet the applicable asset composition, source of income,
shareholder diversification,
2
<PAGE>
Boston Properties, Inc.
June 22, 1999
Page 3
distribution, and other requirements of the Code necessary for a corporation to
qualify as a real estate investment trust, we are of the opinion that:
1. Commencing with the Company's initial taxable year ended December 31,
1997, the Company has been organized in conformity with the requirements
for qualification as a "real estate investment trust" under the Code,
and its method of operation enables it to meet the requirements for
qualification as a "real estate investment trust" under the Code,
provided that the Company continues to meet the applicable asset
composition, source of income, shareholder diversification,
distribution, record keeping and other requirements of the Code
necessary for a corporation to qualify as a real estate investment
trust.
2. The statements in the Registration Statement under the caption
"Important Tax Consequences," to the extent that such information
constitutes matters of law, summaries of legal matters, or legal
conclusions, have been reviewed by us and are accurate in all material
respects.
We will not review on a continuing basis the Company's compliance with the
documents or assumptions set forth above, or the representations set forth in
the Officer's Certificate. Accordingly, no assurance can be given that the
actual results of the Company's operations for any given taxable year will
satisfy the requirements for qualification and taxation as a real estate
investment trust under the Code. The ability of the Company to continue to meet
the requirements for qualification and taxation as a real estate investment
trust will be dependent upon the Company's ability to continue to meet in each
year the applicable asset composition, source of income, shareholder
diversification, distribution, and other requirements of the Code necessary for
a corporation to qualify as a real estate investment trust. The foregoing
opinion is limited to the federal income tax matters addressed herein, and no
other opinion is rendered with respect to other federal tax matters or to any
issues arising out of the tax laws of any state or locality. We express no
opinion with respect to the transactions described herein other than those
expressly set forth herein. You should recognize that our opinion is not
binding on the Internal Revenue Service and that the Internal Revenue Service
may disagree with the opinion contained herein. Although we believe that our
opinion will be sustained if challenged, there is no guarantee that this will be
the case. Except as specifically discussed above, the opinion expressed herein
is based upon the laws that currently exist. Consequently, future changes in
the law may cause the federal income tax treatment of the transactions herein to
be materially and adversely different from that described above.
3
<PAGE>
Boston Properties, Inc.
June 22, 1999
Page 4
We consent to being named as Counsel to the Company in the Registration
Statement, to the references in the Registration Statement to our firm and to
the inclusion of a copy of this opinion letter as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
Goodwin, Procter & Hoar LLP
4
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 24, 1999 except for Note 10
for which the date is February 10, 1999 relating to the financial statements and
financial statement schedule which appears in Boston Properties' Annual Report
on Form 10-K for the year ended December 31, 1998. We also consent to the
reference to our firm under the caption "Experts" in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
June 22, 1999
<PAGE>
Exhibit 99.1
[FRONT]
BOSTON PROPERTIES, INC.
FORM OF INITIAL PURCHASE FORM
c/o BankBoston, N.A.
P.O. Box 8040
Boston, MA 02266-8040
Any questions, please call toll free: 1-888-[To Be Determined] (Please
use enclosed envelope).
Enrolling in the Plan. I wish to enroll in the Boston Properties, Inc.
Dividend Reinvestment and Stock Purchase Plan (the "Plan") available to
interested investors of Boston Properties, Inc. (the "Company" ) by making an
initial investment. Enclosed is a check or money order for $_______ ($100
minimum/$25,000 maximum per calendar quarter) payable to "BankBoston, N.A."
Checks must be received at least two business days prior to an "investment date"
as defined in the Plan Prospectus.
Please note any address corrections directly on this form to the left.
Please provide your day and evening phone numbers to assist us in
processing your enrollment:
Daytime Phone: (___) - ___-____
Evening Phone: (___) - ___-____
Account Registration. Please check one box and provide all requested
information. Please print clearly.
[ ] Check here if registration desired matches mailing information
above. Social Security Number: ________________.
[ ] INDIVIDUAL OR JOINT. Joint accounts will be presumed to be joint
tenants unless restricted by applicable state law or otherwise indicated. Only
one Social Security Number is required for tax reporting.
Owner's First Name: __________________________
Middle Initial: _________________
Last Name: __________________
Owner's Social Security Number: _____________
Joint Owner's First Name: ____________
Middle Initial: _________________
Last Name: __________________
<PAGE>
[ ] CUSTODIAL. A minor is the beneficial owner of the account with an
adult Custodian managing the account until the minor becomes of age, as
specified in the Uniform Gifts/Transfers to Minor Act in the minor's state of
residence.
Custodian's First Name: __________________________
Middle Initial: _________________
Last Name: __________________
Minor's First Name: __________________________
Middle Initial: _________________
Last Name: __________________
Minor's Social Security Number: ______________
Minor's State of Residence: _______________
[ ] TRUST. Account is established in accordance with provisions of a
trust agreement.
Trustee Name: __________________________
Name of Trust: _________________
Trust Date: __________________
Tax ID Number: ______________
Beneficiary: _______________
Dividend Election. Please check one box and provide the requested
information.
You may choose to reinvest all, a portion or none of the dividends paid
on Company stock registered in your name and held by you under the Plan. If you
do not indicate a choice, you automatically will default into the full dividend
reinvestment election with all dividends reinvested.
[ ] Full Dividend Reinvestment. I wish to reinvest all of my Common
Stock dividends in additional shares of Common Stock. I may also make optional
payments to the Plan. (You will not receive a dividend check.)
[ ] Partial Dividend Reinvestment. I wish to have cash dividends on
_______ whole shares of Common Stock sent to me in cash, and dividends on the
rest of my shares of Common Stock reinvested in additional shares of Common
Stock. I may also make optional payments to the Plan.
[ ] Optional Cash Only. I wish to make only optional cash payments to
the Plan. (You will receive a dividend check for all shares.)
Signatures. By signing this form, I request enrollment, certify that I
have received and read the prospectus describing the Plan and agree to abide by
the terms and conditions of the
2
<PAGE>
Plan. I hereby appoint BankBoston N.A. as my agent to apply dividends and any
investment I may make to the purchase of shares under the Plan. I understand
that I may revoke this authorization at any time by written notice to
BankBoston.
All joint owners must sign.
Under penalties of perjury, I also certify that: A. The number shown on
this form is my/our correct Social Security Number or Taxpayer ID Number, B. I
am not subject to backup withholding either because (1) I have not been notified
by the Internal Revenue Service (IRS) that I am subject to backup withholding as
a result of a failure to report all interest or dividends, or (2) the IRS has
notified me that I am no longer subject to backup withholding. (Check here ___
if you have been notified by the IRS that you are subject to backup withholding
because of under reporting of interest or dividends on your tax returns.)
- --------------------------------------------------------------------------------
Signature Date
- --------------------------------------------------------------------------------
Signature Date
[ ] Automatic Investment. You may authorize monthly deductions from
your personal bank account. BankBoston, N.A. will invest these deductions in
Company stock and credit the account you designate above. To initiate these
deductions, please complete the reverse side of this form and check this box.
Your authorized monthly deduction from your back account must be for at least
$100 and cannot exceed $25,000 in a calendar quarter.
3
<PAGE>
[BACK]
Please complete the information below to commence automatic withdrawals
from your Bank account to purchase additional shares. Deductions and Investments
will continue until you notify BankBoston to change or discontinue them. You
must notify the Bank by telephone or written request at least ten business days
prior to the next investment date as defined in the Plan Prospectus for any
change to be effective. Should your Bank account contain insufficient funds to
cover the authorized deduction, no investment will occur. In such event, you
will be charged a $25.00 fee by BankBoston, N.A. and you may be charged an
additional fee by your bank for insufficient funds.
Please see sample below illustrating where these numbers can be found.
4
<PAGE>
ABA Routing Number Checking or Money Market Savings
[] [] [] [] [] [] [] [] [] [] []
Bank Account Number
[] [] [] [] [] [] [] [] [] [] [] [] [] [] [] []
Amount to be Withdrawn ($100 minimum, $25,000 maximum per quarter)
[] [], [] [] []. [] []
I hereby authorize BankBoston, N.A. to make monthly automatic transfers of funds
from my savings/checking account in the amount indicated on this form. These
funds will be used to purchase shares of Common Stock for my account. Note: If
Joint Account, both holders must sign.
----------------------------------------
Name on Account (Please Print)
----------------------------------------
Name of Financial Institution
----------------------------------------
Mailing Address of Financial Institution
----------------------------------------
City State Zip
- --------------------------------------------------------------------------------
Signature Date Signature Date
[diagram of a check]
5
<PAGE>
EXHIBIT 99.2
BOSTON PROPERTIES, INC.
Dividend Reinvestment and Stock Purchase Plan
Form of Broker and Nominee Form
By Mail:
To: BankBoston, N.A.
c/o EquiServe L.P.
P.O. Box 8040
Boston, MA 02266-8040
Telephone: (888) [To Be Determined]
Instructions Dated: ____________
As provided in the Prospectus dated June 1999 (the "Prospectus")
relating to Boston Properties, Inc. (the "Company") Dividend Reinvestment and
Stock Purchase Plan (the "Plan"), this form is to be used only by a broker,
bank, or other nominee directing the reinvestment of all or a portion of the
dividends payable to, or making an optional cash purchase under the plan on
behalf of, one or more, a Beneficial Owner(s) whose shares are held in the name
of a securities depository.
The broker, bank, or other nominee submitting this form hereby certifies
that (a) the information contained herein is true and correct as of the date of
this form; (b) a current copy of the Prospectus has been delivered to each
Beneficial Owner on whose behalf the optional cash purchase or initial cash
purchase listed below is being transmitted; and (c) the amount of the optional
cash purchase listed below together with any other optional cash purchases this
quarter does not exceed $25,000 for each beneficial owner represented (unless
accompanied by a Company approved Request for Waiver Form). BankBoston, N.A. is
hereby appointed as agent to apply any optional cash purchases or initial cash
purchases toward the purchase of shares under the Plan.
A new Broker and Nominee Form must be completed and submitted each month
that an optional cash purchase or initial cash purchase is submitted. This form
will not be accepted unless it is completed in its entirety and accompanies the
full amount of the optional cash purchase or initial cash purchase.
For further information about the Plan please call (888) [To Be
Determined].
- ----------------------------------------------------------
Total Initial Cash Purchase or Optional Cash Purchase
Amount to be Credited
- ----------------------------------------------------------
Name of Depository Participant Submitting Payment
- ----------------------------------------------------------
Participant Number with Depository
- ----------------------------------------------------------
Contact
- ----------------------------------------------------------
Name of Depository
- ----------------------------------------------------------
Name of Beneficial Owner Represented
Address
- ----------------------------------------------------------
City State Zip
- ----------------------------------------------------------
Tax I. D. Number
Telephone Fax
---------------- ----------------
- ----------------------------------------------------------
Date
Method of Payment:
Check ___ Money Order____ Other (Specify) ____
Please enroll my account in the Plan as indicated below:
_______ Full Dividend Reinvestment
_______ Partial Dividend Reinvestment
_______ Optional Cash Only
* If you do not indicate a choice, you automatically will default into the full
dividend reinvestment election with all dividends reinvested.
- ---------------------------------------------
Name of Broker, Bank or Nominee
Name:
---------------------------------------
By:
---------------------------------------
Title:
---------------------------------------
<PAGE>
Exhibit 99.3
[TOP]
BOSTON PROPERTIES, INC.
Bank Boston, N.A.
c/o EquiServe
P.O. Box 8040
Boston, MA 02266-8040
Form of
Dividend Reinvestment and Stock Purchase Plan Authorization Form
- ----------------------------------------------------
NOTE: This is not a proxy.
Please mark [X] the appropriate box to enroll or change your
current plan option. DO NOT RETURN THIS CARD UNLESS YOU HAVE
SELECTED ONE OF THE FOLLOWING OPTIONS:
[ ] Full Dividend Reinvestment - I wish to reinvest all dividends for the
account. I may also make optional cash payments of a minimum of $100 to a
maximum of $25,000 per quarter.
[ ] Partial Dividend Reinvestment - I wish to receive cash dividends on
_________ shares and to reinvest my cash dividends on the remainder of any
shares for this account. I may also make optional cash payments.
[ ] Optional Cash Only - I wish to make only optional cash payments to the
Plan. I will receive a dividend check for all shares so purchased.
[ ] Optional Cash Payment Enclosed
- -----------------------------------------
Signature(s) of Registered Owner(s) - All
registered owners MUST sign
- -----------------------------------------
Date
PLEASE READ CAREFULLY BEFORE SIGNING. TEAR ALONG PERFORATION
AND RETURN THE TOP PORTION TO EQUISERVE IN THE ENVELOPE
PROVIDED. KEEP THE BOTTOM PORTION FOR YOUR REFERENCE.
<PAGE>
[BOTTOM]
INVESTMENT OPTIONS FOR BOSTON PROPERTIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
FULL DIVIDEND REINVESTMENT - The dividends on all Boston Properties, Inc. shares
for this account as well as dividends on shares credited to your account under
the Plan will be invested to purchase additional shares. You may also invest by
making optional cash payments of at least $100 up to a maximum of $25,000 per
quarter.
PARTIAL DIVIDEND REINVESTMENT - The dividends on less than all Boston
Properties, Inc. shares held by you may be reinvested in the Plan. For example,
if you own 300 shares and want to receive cash dividends on 100 shares, check
off the "Partial Dividend Reinvestment" box and write 100 on the blank line.
(The cash dividends you wish to receive must be on full shares.) Dividends on
the remaining 200 shares will be reinvested to purchase additional shares. You
may also invest by making optional cash payments of at least $100 to a maximum
of $25,000 per quarter.
OPTIONAL CASH ONLY - You may make optional payments of at least $100 to a
maximum of $25,000 per quarter without reinvesting dividends on the shares you
hold. Any shares purchased through optional payments will be credited to your
account under the Plan. Dividends on all Boston Properties, Inc. shares credited
to your account under the Plan will be paid to you in cash automatically.
Optional Payments must be received by the plan administrator as defined in the
Plan Prospectus.
QUESTION 8 - If you have any questions, please write to Boston Properties, Inc.
at BankBoston, N.A., c/o EquiServe at P.O. Box 8040, Boston, MA 02266-8040 or
call 1-888 [To Be Determined].
Your participation in the Plan is subject to the terms set forth in the
accompanying Prospectus. You may terminate participation in the Plan at any time
by written notice to BankBoston, N.A., c/o EquiServe, Dividend Reinvestment
Plan, P.O. Box 8040, Boston, MA 02268-8040.
Do not return this form unless you intend to participate in the Plan since this
form authorized BankBoston, N.A. to enroll your account in the Plan. If this
form is signed but no box checked, you will be enrolled in the Plan under the
Full Dividend Reinvestment option.
Return to:
BankBoston, N.A.
c/o EquiServe
P.O. Box 8040
Boston, MA 02266-8040
- --------------------------------------------------------------------------------
2
