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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EQUITY OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its Charter)
Maryland 36-4151656
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(State of incorporation or organization (I.R.S. Employer Identification No.)
Two North Riverside Plaza, Suite 2200, Chicago, Illinois 60606
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Common Shares of Beneficial Interest
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
(a) Regulation S-K Item 201(a)
Shares of Beneficial Interest, pp. 92 through 95, inclusive, of the
Prospectus of the Registrant included in the Form S-11 Registration
Statement of the Registrant filed on May 7, 1997 with the Securities and
Exchange Commission, File No. 33-26629, are hereby incorporated herein by
reference. The Registrant has filed an application for listing of the
Common Shares of the Registrant, to which this Form 8-A applies, on the
New York Stock Exchange.
(b) Regulation S-K Item 201(b)-(f)
Not applicable.
2
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Item 2. Exhibits
Exhibit
Number Description of Exhibits
1.1 Form S-11 Registration Statement of the Registrant filed on May 7,
1997 with the Securities and Exchange Commission and as amended
thereafter, File No. 33-26629, and hereby incorporated herein by
reference.
4.1 Articles of Amendment and Restatement of Declaration of Trust of
Equity Office Properties Trust (filed as Exhibit 3.1 to Amendment No.
1 to the Form S-11 Registration Statement of the Registrant filed on
June 6, 1997 with the Securities and Exchange Commission, File No.
33-26629 and hereby incorporated herein by reference).
4.2 Bylaws of Equity Office Properties Trust (filed as Exhibit 3.2 to
Amendment No. 1 to the Form S-11 Registration Statement of the
Registrant filed on June 6, 1997 with the Securities and Exchange
commission, File No. 33-26629, and hereby incorporated herein by
reference).
5.1 Form of Specimen Common Share Certificate.
3
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934 the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereto duly authorized.
June 19, 1997 EQUITY OFFICE PROPERTIES TRUST
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(Registrant)
By: /s/ Stanley M. Stevens
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Stanley M. Stevens
Executive Vice President and Chief Legal
Counsel
4
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Number *0* Shares *0*
SEE REVERSE FOR
IMPORTANT NOTICE
ON TRANSFER RESTRICTIONS
AND OTHER INFORMATION
THIS CERTIFICATE IS TRANSFERABLE CUSIP _____________
IN THE CITIES OF _______________________
EQUITY OFFICE PROPERTIES TRUST
a Real Estate Investment Trust
Formed Under the Laws of the State of Maryland
THIS CERTIFIES THAT **Specimen**
is the owner of **Zero (0)**
fully paid and nonassessable common shares of beneficial interest, $0.01 par
value per share, of
EQUITY OFFICE PROPERTIES TRUST
(the "Trust"), transferable on the books of the Trust by the holder hereof in
person or by its duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are
issued and shall be held subject to all of the provisions of the Declaration of
Trust and Bylaws of the Trust and any amendments thereto. This Certificate is
not valid unless countersigned and registered by the Transfer Agent and
Registrar.
IN WITNESS WHEREOF, the Trust has caused this Certificate to be executed
on its behalf by its duly authorized officers.
DATED______________________________
Countersigned and Registered:
Transfer Agent
and Registrar [SEAL]______________________________
Timothy H. Callahan, President
By:____________________________________ _____________________________
Authorized Signature Stanley M. Stevens, Secretary
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IMPORTANT NOTICE
The Trust will furnish to any shareholder, on request and without charge,
a full statement of the information required by Section 8-203(d) of the
Corporations and Associations Article of the Annotated Code of Maryland with
respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, and terms and conditions of redemption of the
shares of each class of beneficial interest which the Trust has authority to
issue and, if the Trust is authorized to issue any preferred or special class
in series, (i) the differences in the relative rights and preferences between
the shares of each series to the extent set, and (ii) the authority of the
Board of Trustees to set such rights and preferences of subsequent series. The
foregoing summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the Declaration of Trust of the
Trust, a copy of which will be sent without charge to each shareholder who so
requests. Such request must be made to the Secretary of the Trust at its
principal office or to the Transfer Agent.
The shares represented by this certificate are subject to restrictions on
Beneficial and Constructive Ownership and Transfer for the purpose of the
Trust's maintenance of its status as a Real Estate Investment Trust (a "REIT")
under the Internal Revenue Code of 1986, as amended (the "Code"). Subject to
certain further restrictions and except as expressly provided in the Trust's
Declaration of Trust, (i) no Person may Beneficially or Constructively Own
Common Shares of the Trust in excess of 9.9 percent (in value or number of
shares) of the outstanding Common Shares of the Trust unless such Person is an
Excepted Holder (in which case the Excepted Holder Limit shall be applicable);
(ii) with respect to any class or series of Preferred Shares, no Person may
Beneficially or Constructively Own more than 9.9 percent (in value or number of
shares) of the outstanding shares of such class or series of Preferred Shares
of the Trust, unless such Person is an Excepted Holder (in which case the
Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially or
Constructively Own Shares that would result in the Trust being "closely held"
under Section 856(h) of the Code or otherwise cause the Trust to fail to
qualify as a REIT; and (iv) no Person may Transfer Shares if such Transfer
would result in Shares of the Trust being owned by fewer than 100 Persons. Any
Person who Beneficially or Constructively Owns or attempts to Beneficially or
Constructively Own Shares which cause or will cause a Person to Beneficially or
Constructively Own Shares in excess or in violation of the above limitations
must immediately notify the Trust. If any of the restrictions on transfer or
ownership are violated, the Shares represented hereby will be automatically
transferred to a Charitable Trustee of a Charitable Trust for the benefit of
one or more Charitable Beneficiaries. In addition, upon the occurrence of
certain events, attempted Transfers in violation of the restrictions described
above may be void ab initio. A Person who attempts to Beneficially or
Constructively Own Shares in violation of the ownership limitations described
above shall have no claim, cause of action, or any recourse whatsoever against
a transferor of such Shares. All capitalized terms in this legend have the
meanings defined in the Trust's Declaration of Trust, as the same may be
amended from time to time, a copy of which, including the restrictions on
transfer and ownership, will be furnished to each holder of Shares of the Trust
on request and without charge.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN
OR DESTROYED, THE TRUST WILL REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT _______ Custodian ___________
TEN ENT - as tenants by the entireties (cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts to Minors Act of
of survivorship and not as tenants
in common ____________________________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED,____________________ HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
__________________(____________________) shares of beneficial interest of the
Trust represented by this Certificate and do hereby irrevocably constitute and
appoint________________________ Attorney to transfer the said shares on the
books of the Trust, with full power of substitution in the premises.
Dated:__________________ ________________________________________
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THIS
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
