<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
EQUITY OFFICE PROPERTIES TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENT)
MARYLAND
(STATE OF ORGANIZATION)
36-4151656
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
TWO NORTH RIVERSIDE PLAZA, SUITE 2200
CHICAGO, ILLINOIS 60606
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
STANLEY M. STEVENS
CHIEF LEGAL COUNSEL
TWO NORTH RIVERSIDE PLAZA, SUITE 2200
CHICAGO, ILLINOIS 60606
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------
Copies to:
J. WARREN GORRELL, JR.
JAMES E. SHOWEN
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
TITLE OF CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES BEING AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING REGISTRATION FEE
REGISTERED REGISTERED COMMON SHARE (1) PRICE (1)(2) (1)
- --------------------------------------------------------------------------------------------------------------------
Common Shares of
Beneficial Interest,
$.01 par value per
share................ 1,628,009 $26.875 $43,752,742 $12,907
</TABLE>
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) based on the average of the high and low
reported sales prices on the New York Stock Exchange on July 1, 1998.
(2) Or the equivalent in foreign currencies based on the exchange rate at the
time of sale.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
The information in this Prospectus is not complete and may be changed. We
may not sell these securities until the registration statement relating to
these securities has been declared effective by the Securities and Exchange
Commission. This Prospectus is neither an offer to sell nor a solicitation
of an offer to buy these securities in any jurisdiction where such offer or
sale is unlawful.
SUBJECT TO COMPLETION DATED JULY 8, 1998
PROSPECTUS
1,628,009 SHARES
EQUITY OFFICE PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
------------------------
This Prospectus relates to the offer and sale from time to time by Defined
Asset Funds Equity Investor Fund Cohen & Steers Realty Majors Portfolio (A Unit
Investment Trust) through Chase Manhattan Bank, as Trustee (the "Selling
Shareholder"), of up to 1,628,009 of our common shares of beneficial interest,
par value $.01 per share (the "Offered Shares"). The Selling Shareholder
received the Offered Shares in April 1998 in a private placement. We are
registering the Offered Shares as required under the terms of a registration
rights agreement between the Selling Shareholder and us. The registration of the
Offered Shares does not necessarily mean that any of the Offered Shares will be
offered or sold by the Selling Shareholder. We will receive no proceeds of any
sales of the Offered Shares, but will incur expenses in connection with the
offering. See "Selling Shareholder" and "Plan of Distribution."
Our common shares of beneficial interest, par value $.01 per share (the
"Common Shares"), are listed on the New York Stock Exchange (the "NYSE") under
the symbol "EOP."
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU OTHERWISE.
------------------------
The Selling Shareholder may from time to time offer and sell all or a
portion of the Offered Shares in transactions on the NYSE, in the
over-the-counter market, on any other national securities exchange on which the
Common Shares are listed or traded, in negotiated transactions or otherwise, at
prices then prevailing or related to the then-current market price or at
negotiated prices. The Offered Shares may be sold directly or through agents or
broker-dealers acting as principal or agent, or in block trades or pursuant to a
distribution by one or more underwriters on a firm commitment or best-efforts
basis. To the extent required, the names of any agents or broker-dealers and
applicable commissions or discounts and any other required information with
respect to any particular offer will be set forth in this Prospectus under the
caption "Plan of Distribution" or any accompanying Prospectus Supplement. The
Selling Shareholder reserves the right to accept or reject, in whole or in part,
any proposed purchase of the Offered Shares to be made directly or through
agents. The Selling Shareholder and any agents or broker-dealers participating
in the distribution of the Offered Shares may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and any profit on the sale of Offered Shares by the Selling Shareholder
and any commissions received by any such agents or broker-dealers may be deemed
to be underwriting commissions or discounts under the Securities Act.
------------------------
The date of this Prospectus is July , 1998.
<PAGE> 3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in or incorporated by reference into this Prospectus
and the accompanying Prospectus Supplement contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act. We intend the
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the Securities Act. These
forward-looking statements relate to, without limitation, future economic
performance, our plans and objectives for future operations and projections of
revenue and other financial items, which can be identified by the use of
forward-looking terminology such as "may," "will," "should," "expect,"
"anticipate," "estimate" or "continue" or the negative thereof or other
variations thereon or comparable terminology. The cautionary statements
incorporated by reference from our 1997 Annual Report on Form 10-K under the
caption "Risk Factors" and other similar statements contained in this Prospectus
or the accompanying Prospectus Supplement identify important factors with
respect to such forward-looking statements, including certain risks and
uncertainties, that could cause actual results to differ materially from those
in such forward-looking statements.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, is required to file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the Public
Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of the reports, proxy
statements and other information can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549, upon payment of prescribed
rates, or in certain cases by accessing the Commission's World Wide Web site at
http://www.sec.gov. The public may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330. The Common
Shares are listed on the NYSE under the symbol "EOP" and the Series A Preferred
Shares are listed on the NYSE under the symbol "EOPpfA." Such reports, proxy
statements and other information concerning the Company can be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement"), of which this Prospectus is a part, under
the Securities Act, with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. Statements contained in this Prospectus as to
the contents of any contract or other document are not necessarily complete, and
in each instance, reference is made to the copy of such contract or document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference and the exhibits and schedules
thereto. For further information regarding the Company and the Offered Shares,
reference is hereby made to the Registration Statement and such exhibits and
schedules which may be obtained from the Commission at its principal office in
Washington, D.C. upon payment of the fees prescribed by the Commission. The
Commission maintains a "web site" that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Commission. The address of such site is "http://www.sec.gov."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference:
a. The Company's Annual Report on Form 10-K for the year ended December
31, 1997, as amended to date.
b. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
2
<PAGE> 4
c. The Company's Current Report on Form 8-K/A, filed with the Commission
on February 18, 1998 (amending the Company's Current Report on Form
8-K filed with the Commission on December 24, 1997) and the Company's
Current Report on Form 8-K filed with the Commission on June 30,
1998.
d. The Company's Registration Statement on Form 8-A, which incorporates
by reference a description of the Common Shares from the Company's
Registration Statement on Form S-11 (File No. 333-26629).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of all securities to which this Prospectus
relates shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in the
Prospectus (in the case of a statement in a previously filed document
incorporated or deemed to be incorporated by reference herein), in any
applicable Prospectus Supplement relating to a specific offering of securities,
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus or any accompanying
Prospectus Supplement. Subject to the foregoing, all information appearing in
this Prospectus and each accompanying Prospectus Supplement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner, to whom this
Prospectus is delivered upon written or oral request. Requests should be
directed to Equity Office Properties Trust, Two North Riverside Plaza, Suite
2200, Chicago, Illinois 60606, Attention: Diane Morefield (telephone number:
(312) 466-3300).
3
<PAGE> 5
As used herein and in the accompanying Prospectus Supplement, "Company"
means Equity Office Properties Trust, a Maryland real estate investment trust,
and one or more of its subsidiaries (including EOP Operating Limited
Partnership, a Delaware limited partnership (the "Operating Partnership")), and
predecessors thereof (the "Equity Office Predecessors") or, as the context may
require, Equity Office Properties Trust only or the Operating Partnership only.
All references to the historical activities of the Company prior to July 11,
1997, refer to the activities of the Equity Office Predecessors.
THE COMPANY
The Company was formed to continue and expand the national office property
business organized by Samuel Zell, chairman of the Board of Trustees of the
Company. The Company, a self-administered and self-managed real estate
investment trust, is the managing general partner of the Operating Partnership.
The Company owns all of its assets and conducts substantially all of its
business through the Operating Partnership and its subsidiaries.
The Company's executive offices are located at Two North Riverside Plaza,
Suite 2200, Chicago, Illinois 60606, and its telephone number is (312) 466-3300.
NO PROCEEDS TO THE COMPANY
The Company will not receive any of the proceeds from sales of Offered
Shares by the Selling Shareholder. All costs and expenses incurred in connection
with the registration under the Securities Act of the offering made hereby will
be paid by the Company, other than any brokerage fees and commissions, fees and
disbursements of legal counsel for the Selling Shareholder and share transfer
and other taxes attributable to the sale of the Offered Shares, which will be
paid by the Selling Shareholder.
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED SHARE DISTRIBUTIONS
The Company's ratios of earnings to combined fixed charges and preferred
share distributions are as follows:
<TABLE>
<CAPTION>
EQUITY OFFICE
THREE MONTHS PREDECESSORS EQUITY OFFICE PREDECESSORS
ENDED COMPANY (COMBINED (COMBINED HISTORICAL)
MARCH 31, (HISTORICAL) HISTORICAL) YEARS ENDED DECEMBER 31,
------------- JULY 11, 1997 TO JANUARY 1, 1997 TO --------------------------------
1998 1997 DECEMBER 31, 1997 JULY 10, 1997 1996 1995 1994 1993 1992
----- ----- ----------------- ------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to
Combined Fixed
Charges and Preferred
Share
Distributions........ 1.94 1.90 2.11 1.52 1.49 1.21 1.24 1.23 1.24
</TABLE>
The ratios of earnings to combined fixed charges and preferred share
distributions were computed by dividing earnings by fixed charges. For this
purpose, earnings consist of income (loss) before gains from sales of property
and extraordinary items plus fixed charges. Fixed charges consist of interest
expense (including interest costs capitalized), the amortization of debt
issuance costs, the portion of rental expense deemed to represent interest
expense and preferred share distributions.
SELLING SHAREHOLDER
The Selling Shareholder acquired its 1,628,009 Offered Shares in a private
placement in April 1998. Since the Selling Shareholder may sell all or some of
its Offered Shares, no estimate can be made of the number of Offered Shares that
will be sold by the Selling Shareholder or that will be owned by the Selling
Shareholder upon completion of the offering. There is no assurance that the
Selling Shareholder will sell any of the Offered Shares. In addition, as of June
10, 1998, the Selling Shareholder owned an additional 610 Common Shares not
offered hereby.
4
<PAGE> 6
PLAN OF DISTRIBUTION
The Selling Shareholder may from time to time, in one or more transactions,
sell all or a portion of the Offered Shares on the NYSE, in the over-the-counter
market, on any other national securities exchange on which the Common Shares are
listed or traded, in negotiated transactions, in underwritten transactions or
otherwise, at prices then prevailing or related to the then current market price
or at negotiated prices. The offering price of the Offered Shares from time to
time will be determined by the Selling Shareholder and, at the time of such
determination, may be higher or lower than the market price of the Common Shares
on the NYSE. In connection with an underwritten offering, underwriters or agents
may receive compensation in the form of discounts, concessions or commissions
from the Selling Shareholder or from purchasers of Offered Shares for whom they
may act as agents, and underwriters may sell Offered Shares to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agents. Under agreements that may be entered
into by the Company, underwriters, dealers and agents who participate in the
distribution of Offered Shares may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act, or
to contribution with respect to payments which such underwriters, dealers or
agents may be required to make in respect thereof. The Offered Shares may be
sold directly or through broker-dealers acting as principal or agent, or
pursuant to a distribution by one or more underwriters on a firm commitment or
best-efforts basis. The methods by which the Offered Shares may be sold include:
(a) a block trade in which the broker-dealer so engaged will attempt to sell the
Offered Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker-dealer as
principal and resale by such broker-dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (d) an exchange distribution in accordance with the
rules of the NYSE; (e) privately-negotiated transactions; and (f) underwritten
transactions. The Selling Shareholder and any underwriters, dealers or agents
participating in the distribution of the Offered Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the Offered Shares by the Selling Shareholder and any commissions
received by an such broker-dealers may be deemed to be underwriting commissions
under the Securities Act.
When the Selling Shareholder elects to make a particular offer of Offered
Shares, a prospectus supplement, if required, will be distributed which will
identify any underwriters, dealers or agents and any discounts, commissions and
other terms constituting compensation from the Selling Shareholder and any other
required information.
In order to comply with the securities laws of certain states, if
applicable, the Offered Shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the Offered Shares may not
be sold unless they have been registered or qualified for sale in such state or
an exemption from such registration or qualification requirement is available
and is complied with.
The Company has agreed to pay all costs and expenses incurred in connection
with the registration under the Securities Act of the Offered Shares, including,
without limitation, all registration and filing fees, printing expenses and fees
and disbursements of counsel and accountants for the Company. The Selling
Shareholder will pay any brokerage fees and commissions, fees and disbursements
of legal counsel for the Selling Shareholder and stock transfer and other taxes
attributable to the sale of the Offered Shares. The Company also has agreed to
indemnify the Selling Shareholder and its officers, directors and trustees and
each person who controls (within the meaning of the Securities Act) the Selling
Shareholder against certain losses, claims, damages, liabilities and expenses
arising under the securities laws in connection with this offering. The Selling
Shareholder has agreed to indemnify the Company, its officers and directors and
each person who controls (within the meaning of the Securities Act) the Company
against any losses, claims, damages, liabilities and expenses arising under the
securities laws in connection with this offering with respect to written
information furnished to the Company by the Selling Shareholder.
5
<PAGE> 7
EXPERTS
The consolidated financial statements of Equity Office Properties Trust
appearing in Equity Office Properties Trust's Annual Report (Form 10-K, as
amended by Form 10-K/A) for the year ended December 31, 1997, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of Beacon Properties Corporation,
appearing in the Current Report on Form 8-K/A of Equity Office Properties Trust
filed with the Commission on February 18, 1998, have been audited by
PricewaterhouseCoopers LLP, independent auditors, as set forth in their reports
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS
The legality of the Offered Shares will be passed upon for the Company by
Hogan & Hartson L.L.P., Washington, D.C. Certain tax matters will be passed upon
by Hogan & Hartson L.L.P., Washington, D.C., special tax counsel to the Company.
6
<PAGE> 8
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE OFFERED SHARES, IN
ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE ANY
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Special Note Regarding Forward-Looking
Statements........................... 2
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 4
No Proceeds to the Company............. 4
Ratio of Earnings to Combined Fixed
Charges and Preferred Share
Distributions........................ 4
Selling Shareholder.................... 4
Plan of Distribution................... 5
Experts................................ 6
Legal Matters.......................... 6
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
1,628,009 SHARES
EQUITY OFFICE
PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
---------------------------
PROSPECTUS
---------------------------
JULY , 1998
------------------------------------------------------
------------------------------------------------------
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated fees and expenses payable by
the Company in connection with the issuance and distribution of the securities
being registered:
<TABLE>
<S> <C>
Registration Fee........................................ $ 12,907
Printing and Duplicating Expenses....................... 50,000
Legal Fees and Expenses................................. 50,000
Accounting Fees and Expenses............................ 50,000
Miscellaneous........................................... 50,000
--------
Total................................................. $212,907
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Title 8 of the Corporations and Associations Article of the Annotated Code
of Maryland, as amended from time to time (the "Maryland REIT Law"), permits a
Maryland REIT to include in its declaration of trust a provision limiting the
liability of its trustees and officers to the trust and its shareholders for
money damages except for liability resulting from (a) actual receipt of an
improper benefit or profit in money, property or services or (b) active and
deliberate dishonesty established by a final judgment as being material to the
cause of action. The Company's declaration of trust, as amended from time to
time, and as filed with the State Department of Assessments and Taxation of
Maryland (the "Declaration of Trust"), contains such a provision which
eliminates such liability to the maximum extent permitted by the Maryland REIT
law.
The Declaration of Trust authorizes the Company, to the maximum extent
permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former trustee or officer or (b) any individual who, while a
trustee of the Company and at the request of the company, serves or has served
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise from and against any claim or liability to which such person
may become subject or which such person may incur by reason of his or her status
as a present or former trustee or officer of the Company. The Bylaws obligate
the Company, to the maximum extent permitted by Maryland law, to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former trustee or officer who is made party to
the proceeding by reason of his service in that capacity or (b) any individual
who, while a trustee or officer of the Company and at the request of the
Company, serves or has served another corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a trustee, director,
officer or partner of such corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and who is made a party to the
proceeding by reason of his service in that capacity, against any claim or
liability to which he may become subject by reason of such status. The
Declaration of Trust and Bylaws also permit the Company to indemnify and advance
expenses to any person who served a predecessor of the Company in any of the
capacities described above and to any employee or agent of the Company or a
predecessor of the Company. The Bylaws require the Company to indemnify a
trustee or officer (or any former trustee or officer) who has been successful,
on the merits or otherwise, in the defense of any proceeding to which he is made
a party by reason of his service in that capacity against reasonable expenses
incurred in connection with the proceeding.
The Maryland REIT Law permits a Maryland REIT to indemnify and advance
expenses to its trustees, officers, employees and agents to the same extent as
permitted by the Maryland General Corporation Law, as amended from time to time
(the "MGCL"), for directors and officers of Maryland corporations. The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with
II-1
<PAGE> 10
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. The foregoing limitations on
indemnification are expressly set forth in the Bylaws. However, under the MGCL,
a Maryland corporation may not indemnify for any adverse judgment in a suit by
or in the right of the corporation or for a judgment of liability on the basis
that a personal benefit was improperly received, unless, in either case, a court
orders indemnification and then only for expenses. Under the MGCL, as a
condition to advancing expenses, as required by the Bylaws, the Company must
first receive (a) a written affirmation by the trustee or officer of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the Company and (b) a written undertaking by or on his behalf
to repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met. In addition, Mr. Dobrowski
will be indemnified by GMIMCO and will be covered by an insurance policy
maintained by GM, of which GMIMCO is a subsidiary, in connection with serving on
the Board.
The limited partnership agreement of the Operating Partnership (the
"Partnership Agreement") also provides for indemnification of the Company and
its officers and trustees to the same extent that indemnification is provided to
officers and trustee of the Company in its Declaration of Trust, and limits the
liability of the Company and its officers and trustees to the Operating
Partnership and its respective partners to the same extent that the Declaration
of Trust limits the liability of the officers and trustees of the Company to the
Company and its shareholders.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to trustees, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the securities being registered.
8.1 Opinion of Hogan & Hartson L.L.P. regarding certain tax
matters.
12.1* Statement of Computation of Ratios
23.1 Consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 5.1)
23.2 Consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 8.1)
23.3 Consent of Ernst & Young LLP
23.4 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included in signature page)
</TABLE>
- ---------------
* Incorporated herein by reference to the same-numbered exhibit to the
Company's Registration Statement on Form S-11 (Commission File No.
333-51597).
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(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,
II-2
<PAGE> 11
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 a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in this
registration statement;
provided, however, that subparagraphs (i) and (ii) above shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in the periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 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 of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the Securities
offered herein, 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 undersigned Registrant hereby further undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the Securities offered herein, 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
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to existing provisions or arrangements whereby the
Registrant may indemnify a director, officer or controlling person of the
Registrant against liabilities arising under the Securities Act of 1933, or
otherwise, the Registrant 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 of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 12
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 Chicago, Illinois, on this 7th day of July, 1998.
EQUITY OFFICE PROPERTIES TRUST
/s/ TIMOTHY H. CALLAHAN
By:
--------------------------------------
Timothy H. Callahan
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned trustees and officers of Equity Office Properties
Trust, do hereby constitute and appoint Samuel Zell and Timothy H. Callahan and
each and either of them, our true and lawful attorneys-in-fact and agents, to do
any and all acts and things in our names and our behalf in our capacities as
trustees and officers and to execute any and all instruments for us and in our
name in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said Trust to comply
with the Securities Act of 1933 and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with this registration
statement, or any registration statement for this offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
including specifically, but without limitation, any and all amendments
(including post-effective amendments) hereto; and we hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 7th day of July, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ TIMOTHY H. CALLAHAN President, Chief Executive Officer and Trustee
- --------------------------------------------- (principal executive officer)
Timothy H. Callahan
/s/ RICHARD D. KINCAID Chief Financial Officer (principal financial officer
- --------------------------------------------- and principal accounting officer)
Richard D. Kincaid
/s/ SAMUEL ZELL Chairman of the Board of Trustees
- ---------------------------------------------
Samuel Zell
/s/ SHELI Z. ROSENBERG Trustee
- ---------------------------------------------
Sheli Z. Rosenberg
/s/ THOMAS E. DOBROWSKI Trustee
- ---------------------------------------------
Thomas E. Dobrowski
</TABLE>
II-4
<PAGE> 13
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ JAMES D. HARPER, JR. Trustee
- ---------------------------------------------
James D. Harper, Jr.
/s/ PETER LINNEMAN Trustee
- ---------------------------------------------
Peter Linneman
/s/ JERRY M. REINSDORF Trustee
- ---------------------------------------------
Jerry M. Reinsdorf
/s/ WILLIAM M. GOODYEAR Trustee
- ---------------------------------------------
William M. Goodyear
/s/ DAVID K. MCKOWN Trustee
- ---------------------------------------------
David K. McKown
/s/ H. JON RUNSTAD Trustee
- ---------------------------------------------
H. Jon Runstad
/s/ EDWIN N. SIDMAN Trustee
- ---------------------------------------------
Edwin N. Sidman
/s/ D. J. A. DE BOCK Trustee
- ---------------------------------------------
D. J. A. de Bock
</TABLE>
II-5
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<S> <C>
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the securities being registered.
8.1 Opinion of Hogan & Hartson L.L.P. regarding certain tax
matters.
12.1* Statement of Computation of Ratios
23.1 Consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 5.1)
23.2 Consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 8.1)
23.3 Consent of Ernst & Young LLP
23.4 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included in signature page)
</TABLE>
- ---------------
*Incorporated herein by reference to the same-numbered exhibit to the Company's
Registration Statement on Form S-11 (Commission File No. 333-51597).
II-6
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF HOGAN & HARTSON L.L.P.]
July 7, 1998
Board of Trustees
Equity Office Properties Trust
Suite 2200
Two North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We are acting as counsel to Equity Office Properties Trust, a Maryland real
estate investment trust (the "Company"), in connection with its registration
statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission relating to the proposed public offering by Defined
Asset Funds Equity Investor Fund Cohen & Steers Realty Majors Portfolio (A Unit
Investment Trust) through Chase Manhattan Bank, as Trustee (the "Selling
Shareholder"), of up to 1,628,009 of the Company's common shares of beneficial
interest, $.01 par value per share (the "Offered Shares"), all of which were
issued in a private placement in April 1998. This opinion letter is furnished to
you at your request to enable you to fulfill the requirements of Item 601(b)(5)
of Regulation S-K, 17 C.F.R. sec. 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Articles of Amendment and Restatement of Declaration of Trust of
the Company, as certified by the Secretary of State of the State of
Maryland on July 2, 1998 and by the Secretary of the Company on the
date hereof as then being complete, accurate and in effect.
3. The Amended and Restated Bylaws of the Company, as amended, as
certified by the Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
4. Resolutions of the Executive Committee of the Board of Trustees of
the Company adopted on April 23, 1998 and July 2, 1998, as certified
by the Secretary of the Company on the date hereof as then being
complete, accurate and in effect, relating to the issuance and sale
of the Offered Shares and arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with authentic original documents of all documents submitted to
us as certified, telecopied, photostatic, or reproduced copies. We also have
assumed the authenticity, accuracy and completeness of the foregoing
certifications (of public officials and corporate officers) and statements of
fact, on which we are relying, and have made no independent investigations
thereof. This opinion letter is given, and all statements herein are made, in
the context of the foregoing.
This opinion letter is based as to matters of law solely on applicable
provisions of Maryland law. We express no opinion herein as to any other laws,
statutes, regulations or ordinances or as to compliance with the securities (or
"blue sky") laws or the real estate syndication laws of Maryland.
<PAGE> 2
Based upon, subject to and limited by the foregoing, we are of the opinion
that the Offered Shares are validly issued, fully paid and nonassessable under
the laws of the State of Maryland. In rendering the foregoing opinion, we have
assumed the receipt by the Company of the consideration specified in the
resolutions of the Executive Committee of the Board of Trustees of the Company
authorizing the issuance and sale of the Offered Shares.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE> 1
EXHIBIT 8.1
[LETTERHEAD OF HOGAN & HARTSON L.L.P.]
July 7, 1998
Equity Office Properties Trust
Two North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as special tax counsel to Equity Office Properties Trust (the
"Company"), a Maryland real estate investment trust, in connection with the
registration by the Company of up to 1,628,009 of our common shares of
beneficial interest, par value $.01 per share, (the "Offered Shares") which may
be offered and sold from time to time by Chase Manhattan Bank as Trustee for
Defined Asset Funds Equity Investor Fund Cohen & Steers Realty Majors Portfolio
(A Unit Investment Trust), as more fully described in the Company's Registration
Statement on Form S-3 filed with the Securities and Exchange Commission on or
about the date hereof (the "Registration Statement," which includes the
"Prospectus"). In connection with such registration, we have been asked to
provide you with an opinion regarding certain federal income tax matters related
to the Company. Unless otherwise defined herein or the context hereof otherwise
requires, each term used herein with initial capitalized letters has the meaning
given to such term in the Prospectus.
BASES FOR OPINIONS
The opinions set forth in this letter are based on relevant current
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations thereunder (including proposed and temporary Treasury
Regulations), and interpretations of the foregoing as expressed in court
decisions, legislative history, and administrative determinations of the
Internal Revenue Service (the "IRS") (including its practices and policies in
issuing private letter rulings, which are not binding on the IRS, except with
respect to a taxpayer that receives such a ruling), all as of the date hereof.
These provisions and interpretations are subject to changes, which may or may
not be retroactive in effect, that might result in material modifications of our
opinions. Our opinion does not foreclose the possibility of a contrary
determination by the IRS or a court of competent jurisdiction or of a contrary
position by the IRS or the Treasury Department in regulations or rulings issued
in the future. In this regard, although we believe that our opinions set forth
herein will be sustained if challenged, an opinion of counsel with respect to an
issue is not binding on the IRS or the courts, and is not a guarantee that the
IRS will not assert a contrary position with respect to such issue or that a
court will not sustain such a position asserted by the IRS.
In rendering the following opinions, we have examined such statutes,
regulations, records, certificates and other documents as we have considered
necessary or appropriate as a basis for such opinions, including the following:
(1) the Prospectus; (2) the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of July 3, 1997, as amended
to the date hereof; (3) the Articles of Amendment and Restatement of Declaration
of Trust of the Company dated as of July 8, 1997, as amended to the date hereof
(the "Declaration of Trust") and, with respect to each series of Preferred
Shares of the Company, the Articles Supplementary establishing and fixing the
rights and preferences of such series of preferred shares; (4) the agreements of
limited partnership, as amended to the date hereof, of each of the Opportunity
Partnerships; (5) the form of partnership agreement or limited liability company
operating agreement, as applicable, used by Operating Partnership and/or the
Opportunity Partnerships to organize and
<PAGE> 2
operate the partnerships and limited liability companies in which one or more of
the Opportunity Partnerships owns an interest (collectively, the "Partnership
Subsidiaries"); (6) the articles of organization and stock ownership records of
each corporation in which one or more of the Operating Partnership or the
Opportunity Partnerships owns stock, directly or indirectly, including
BeaMetFed, Inc., Equity Office Properties Management Corp., EOP Office Company,
Beacon Properties Management Corporation, Beacon Design Corporation and Beacon
Construction Company, Inc. (collectively, the "Corporate Entities"); (7) stock
ownership information for Tenant Services Corp.; and (8) other necessary
documents as we have deemed necessary in order to render the opinions set forth
in this letter. The opinions set forth in this letter also are premised on
certain written representations of (i) each of the ZML REITs and each of the
Opportunity Partnerships contained in a letter to us dated July 7, 1997, which
letter was reconfirmed to us by the Company, as the successor to the ZML REITs,
as of the date hereof, regarding the assets, operations and activities of each
of the ZML REITs prior to July 11, 1997 and (ii) the Company and the Operating
Partnership contained in a letter to us dated as of the date hereof, regarding
the assets, operations and activities of the Company and the Operating
Partnership in the past and as to the contemplated assets, operations and
activities of the Company in the future (collectively, the "Management
Representation Letters").
For purposes of rendering our opinion, we have not made an independent
investigation or audit of the facts set forth in any of the above-referenced
documents, including the Management Representation Letters. We consequently have
relied upon representations in the Management Representation Letters that the
information presented in such documents or otherwise furnished to us is accurate
and complete in all material respects. We are not, however, aware of any
material facts or circumstances contrary to, or inconsistent with, the
representations we have relied upon as described herein or other assumptions set
forth herein.
Moreover, we have assumed that, insofar as relevant to the opinions set
forth herein, (1) each of the Company, the Operating Partnership, the
Opportunity Partnerships, the Partnership Subsidiaries, and the Corporate
Entities in which an Opportunity Partnership owns an interest has been and will
be operated in the manner described in the Prospectus and in the relevant
partnership agreement, articles (or certificate) of incorporation, declaration
of trust or other organizational documents; (2) as represented by the Company,
there are no agreements or understandings between (a) the Company or the
Operating Partnership and (b) either (i) Equity Office Holdings L.L.C., the
entity that owns 100% of the voting stock of Equity Office Properties Management
Corp. and EOP Office Company, or with such corporations themselves, that are
inconsistent, or will be inconsistent, with Equity Office Holdings L.L.C. being
considered to be both the record and beneficial owner of 100% of the outstanding
voting stock of Equity Office Properties Management Corp. and EOP Office
Company, or (ii) Equity Office Properties Management Corp., the entity that owns
100% of the voting stock of Beacon Properties Management Corporation, Beacon
Design Corporation, and Beacon Construction Company, Inc., or with such
corporations themselves that are inconsistent or will be inconsistent, with
Equity Office Properties Management Corp. being considered to be both the record
and beneficial owner of 100% of the outstanding voting stock of each of Beacon
Properties Management Corporation, Beacon Design Corporation, and Beacon
Construction Company, Inc.; (3) as represented by the Company, the Company will
take measures to ensure that any services provided to tenants of the Properties
by Tenant Services Corp. will be considered "usually or customarily rendered"
and any other services provided to the tenants of the Properties will be either
"usually or customarily rendered" or provided by an entity that qualifies as an
"independent contractor" as defined in Section 856 of the Code and the Treasury
Regulations thereunder; and (4) the Company is a validly organized and duly
incorporated real estate investment trust under the laws of the State of
Maryland, each of the Corporate Entities is a validly organized and duly
incorporated corporation under the laws of the state in which it is purported to
be organized, Operating Partnership is a duly organized and validly existing
limited partnership under the laws of the State of Delaware, each of the
Opportunity Partnerships is a duly organized and validly existing limited
partnership under the laws of the State of Illinois, and each of the Partnership
Subsidiaries is a duly organized and validly existing partnership or limited
liability company, as the case may be, under the applicable laws of the state in
which it is purported to be organized.
In our review, we have assumed that all of the representations and
statements set forth in the documents that we reviewed (including the Management
Representation Letters) are true and correct, and all of the
<PAGE> 3
obligations imposed by any such documents on the parties thereto, including
obligations imposed under the Declaration of Trust, have been and will continue
to be performed or satisfied in accordance with their terms. We also have
assumed the genuineness of all signatures, the proper execution of all
documents, the authenticity of all documents submitted to us as originals, the
conformity to originals of documents submitted to us as copies, and the
authenticity of the originals from which any copies were made.
OPINIONS
Based upon, subject to, and limited by the assumptions and qualifications
set forth herein, we are of the opinion that:
1. the Company is organized, as of the date hereof, in conformity with
the requirements for qualification and taxation as a real estate
investment trust ("REIT") under the Code, and the Company's proposed
method of operation (as described in the Prospectus and the
Management Representation Letters) will enable the Company to
continue to meet the requirements for qualification and taxation as a
REIT for the taxable year ending December 31, 1998, and for
subsequent taxable years; and
2. the discussion in the Company's Annual Report on Form 10-K, as
amended, for the fiscal year ended December 31, 1997, as incorporated
by reference in the Prospectus, under the caption "Federal Income Tax
Considerations," to the extent that it discusses matters of law or
legal conclusions or purports to describe certain provisions of the
federal tax laws, is a correct summary of the matters discussed
therein as of the date hereof.
We assume no obligation to advise you of any changes in our opinion or of
any new developments in the application or interpretation of the federal income
tax laws subsequent to date of this letter. The Company's qualification and
taxation as a REIT depend upon both (i) the satisfaction in the past by Beacon
and the ZML REITs of the requirements for qualification and taxation as a REIT;
(ii) the Company's ability to meet on a continuing basis, through actual annual
operating and other results, the various requirements under the Code, as
described in the Prospectus with regard to, among other things, the sources of
its gross income, the composition of its assets, the level of its distributions
to shareholders, and the diversity of its stock ownership; and (iii) the
satisfaction, at all time since the Company has owned an interest in BeaMetFed,
Inc. and on a continuing basis, by BeaMetFed, Inc. of the requirements for
qualification and taxation as a REIT. Hogan & Hartson L.L.P. will not review the
Company's compliance with these requirements on a continuing basis. Accordingly,
no assurance can be given that the actual results of the Company's operations,
the sources of its income, the nature of its assets, the level of its
distributions to shareholders and the diversity of its share ownership for any
given taxable year will satisfy the requirements under the Code for
qualification and taxation as a REIT.
In rendering the opinions herein, Hogan & Hartson L.L.P. has relied upon
representations of the Company and the Operating Partnership with respect to
REIT qualification matters, including those set forth in the Management
Representation Letters. In addition, Hogan & Hartson L.L.P. has relied upon the
representations of the Company and the Operating Partnership regarding the
qualification of BeaMetFed, Inc. as a REIT.
This letter has been prepared solely for your use in connection with the
filing of the Registration Statement and should not be quoted in whole or in
part or otherwise referred to, or be filed with or furnished to any governmental
agency or other person, without the prior written consent of this firm. We
hereby consent to the filing of this opinion letter as Exhibit 8.1 to the
Registration Statement and to the reference to Hogan & Hartson L.L.P. under the
caption "Legal Matters" in the Prospectus. In giving this consent, we do not
thereby admit that we are an "expert" within the meaning of the Securities Act
of 1933, as amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
Hogan & Hartson L.L.P.
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Equity Office
Properties Trust for the registration of 1,628,009 of its common shares of
beneficial interest and to the incorporation by reference therein of our report
dated February 23, 1998, except for Note 25, as to which the date is March 18,
1998, with respect to the consolidated financial statements of Equity Office
Properties Trust included in its Annual Report (Form 10-K, as amended by Form
10-K/A) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Chicago, IL
July 6, 1998
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Equity Office Properties Trust on Form S-3 of our reports dated
January 28, 1997, on our audits of the financial statements and financial
statement schedules of Beacon Properties Corporation, which reports were filed
with the Securities and Exchange Commission on the Form 8-K/A of Equity Office
Properties Trust on February 18, 1998. We also consent to the reference to our
firm under the caption "Experts."
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
July 6, 1998
