<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1998
REGISTRATION NO. 333-62213
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
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)
<TABLE>
<S> <C>
MARYLAND 36-4151656
(STATE OF ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
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. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 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 SEPTEMBER 28, 1998
PROSPECTUS
6,854,451 SHARES
EQUITY OFFICE PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
------------------------
This Prospectus relates to the offer and sale from time to time by certain
holders (the "Selling Shareholders"), of up to 6,854,451 of our common shares of
beneficial interest, $.01 par value per share (the "Offered Shares"). We may
issue the Offered Shares to Selling Shareholders expected to acquire up to
6,854,451 units of limited partnership interest in EOP Operating Limited
Partnership ("Units") in an acquisition scheduled to close on September 29,
1998, if and to the extent that such Selling Shareholders redeem their Units and
we issue them our common shares of beneficial interest, $.01 par value per share
("Common Shares"), in exchange therefor. We are registering the Offered Shares
as required under the terms of certain agreements between the Selling
Shareholders 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
Shareholders. We will receive no proceeds of any sales of the Offered Shares,
but will incur expenses in connection with the offering. See "Selling
Shareholders" 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 OFFERED SHARES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU
OTHERWISE.
------------------------
The Selling Shareholders 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 Shareholders reserve 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 Shareholders 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 Shareholders
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 September , 1998.
<PAGE> 3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in or incorporated by reference into this Prospectus
and any 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 any 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," the Series A Preferred
Shares are listed on the NYSE under the symbol "EOPpfA" and the Series B
Preferred Shares are listed on the NYSE under the symbol "EOPpfB." 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.
2
<PAGE> 4
b. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998.
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 Reports on Form 8-K, filed with the Commission on June 30, 1998,
July 10, 1998 and September 3, 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 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 any 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, and controls a majority of
the limited partnership interests in, 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 Shareholders. 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
Shareholders and share transfer and other taxes attributable to the sale of the
Offered Shares, which will be paid by the Selling Shareholders.
SELLING SHAREHOLDERS
The Company may issue the 6,854,451 Offered Shares to Selling Shareholders
expected to acquire up to 6,854,451 Units in an acquisition scheduled to close
on September 29, 1998, if and to the extent that such Selling Shareholders
redeem their Units and we issue them Common Shares in exchange therefor. The
following table provides the name of each Selling Shareholder, the number of
Common Shares owned by each Selling Shareholder before the offering to which
this Prospectus relates, and the number of Offered Shares offered by each
Selling Shareholder. All Offered Shares offered by a Selling Shareholder
represent Common Shares that may be issued by the Company upon the redemption of
the Selling Shareholder's Units. Since the Selling Shareholders may sell all or
some of their Offered Shares, no estimate can be made of the number of Offered
Shares that will be sold by the Selling Shareholders or that will be owned by
the Selling Shareholders upon completion of the offering. There is no assurance
that the Selling Shareholders will sell any of the
4
<PAGE> 6
Offered Shares. The Offered Shares represent approximately 2.37% of the total
Common Shares (assuming redemption of all outstanding Units for Common Shares)
outstanding as of September 29, 1998.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OWNED AND
NAME OF SELLING SHAREHOLDER OFFERED HEREBY
--------------------------- ----------------
<S> <C>
WW West "A" Associates L.P. ................................ 28,988
South Dakota Retirement System(1)........................... 1,008,620
South Dakota Cement Plant Retirement System(2).............. 6,803
Temple-Inland Master Retirement Trust....................... 54,937
National Union Fire Insurance Co. of Pittsburgh, PA......... 402,873
Wells Fargo & Company(3).................................... 101,542
Continental Equity Capital Corp.* .......................... 83,932
Brothers Investment Partnership............................. 60,431
Blackstone Realty Partners.................................. 33,573
BP America Inc. Retirement Trust............................ 23,693
Chemical Investments, Inc.(4)............................... 25,047
General Electric Capital Corporation........................ 16,786
BankAmerica Capital Corporation(5)*......................... 10,072
Presidential Life Insurance Company......................... 10,154
Metropolitan Life Insurance Company......................... 8,662
Blackstone Investor Partners................................ 8,342
New York Life Insurance Company(6).......................... 6,051
OSG Financial Corporation................................... 3,357
Eagle AMA Capital Investors, LLC............................ 1,477
Masco Capital Corporation................................... 1,286
Retirement Plan for Praxair................................. 5,036
ALCOA Master Trust(7)....................................... 4,297
The Nikko Building Co., Ltd. ............................... 9,327
Bank of Nova Scotia......................................... 6,715
UOB Holdings (USA) Ltd. .................................... 6,715
Blackstone Real Estate Associates L.P. ..................... 60,134
BREA L.L.C. ................................................ 7,838
SB Westridge Inc. .......................................... 1,421
Centaur Partners IV L.P. ................................... 82,199
Blackstone Real Estate Capital Associates L.P. ............. 7,654
Blackstone Real Estate Management Associates L.P. .......... 172,165
Blackstone Group Holding L.P. .............................. 366,898
Blackstone Family Real Estate Partnership L.P. ............. 171,958
Blackstone Real Estate Holdings L.P. ....................... 55,468
BRE/Worldwide L.L.C......................................... 4,000,000
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Total.................................................. 6,854,451
=========
</TABLE>
The number of shares actually owned beneficially by each Selling Shareholder may
differ slightly from the figure presented, but in no event will any Selling
Shareholder sell Offered Shares in an amount that is more than 5% higher than
the amount shown above.
- ---------------
(1) This Selling Shareholder has informed the Company that it also beneficially
owns 87,375 Common Shares not offered hereby.
(2) This Selling Shareholder has informed the Company that it also beneficially
owns 600 Common Shares not offered hereby.
(3) This Selling Shareholder has informed the Company that it also beneficially
owns 520,728 Common Shares not offered hereby.
5
<PAGE> 7
(4) This Selling Shareholder has informed the Company that it also beneficially
owns 244,912 Common Shares not offered hereby.
(5) This Selling Shareholder has informed the Company that it also beneficially
owns 1,111,114 Common Shares not offered hereby.
(6) This Selling Shareholder has informed the Company that it also beneficially
owns 112,500 Common Shares not offered hereby.
(7) This Selling Shareholder has informed the Company that it also beneficially
owns 3,438,642 Common Shares not offered hereby.
* William M. Goodyear, Chairman of Bank of America Illinois, the Midwest
business development unit of BankAmerica Corporation, which controls
Continental Equity Capital Corporation and BankAmerica Capital Corporation,
is a Trustee of Equity Office Property Trust.
PLAN OF DISTRIBUTION
Any of the Selling Shareholders 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 Shareholders 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 a 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 Shareholders 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 Shareholders and any commissions received by an such
broker-dealers may be deemed to be underwriting commissions under the Securities
Act.
When a 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 such 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.
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<PAGE> 8
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
Shareholders will pay any brokerage fees and commissions, fees and disbursements
of legal counsel for the Selling Shareholders and stock transfer and other taxes
attributable to the sale of the Offered Shares. The Company also has agreed to
indemnify each of the Selling Shareholders and their respective officers,
directors and trustees and each person who controls (within the meaning of the
Securities Act) such Selling Shareholder against certain losses, claims,
damages, liabilities and expenses arising under the securities laws in
connection with this offering. Each of the Selling Shareholders has agreed to
indemnify the Company, its officers and directors and each person who controls
(within the meaning of the Securities Act) the Company, and each of the other
Selling Shareholders, 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 such Selling
Shareholder; provided, however, that the indemnification obligation is several,
not joint, as to each Selling Shareholder.
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 and the statements
of revenue and certain expenses for the Denver Post Tower, 301 Howard Street and
215 Fremont Street, the Mountain Properties, Millennium Plaza, Polk & Taylor,
Colonnade I, Colonnade II and the Walker Building and Columbia Seafirst Center
appearing in the Current Report of Equity Office Properties Trust on Form 8-K
dated June 26, 1998; have all been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports thereon included therein and
incorporated herein by reference in reliance upon such reports 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 accountants, 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 has been passed upon for the Company by
Hogan & Hartson L.L.P., Washington, D.C. Certain tax matters have been passed
upon by Hogan & Hartson L.L.P., Washington, D.C., special tax counsel to the
Company.
7
<PAGE> 9
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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 SHAREHOLDERS. 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
Selling Shareholders.................. 4
Plan of Distribution.................. 6
Experts............................... 7
Legal Matters......................... 7
</TABLE>
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- ------------------------------------------------------
6,854,451 SHARES
EQUITY OFFICE
PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
------------------------
PROSPECTUS
------------------------
SEPTEMBER , 1998
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 10
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........................................ $ 52,789
Printing and Duplicating Expenses....................... 50,000
Legal Fees and Expenses................................. 50,000
Accounting Fees and Expenses............................ 50,000
Miscellaneous........................................... 50,000
--------
Total................................................. $252,789
========
</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 any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless
II-1
<PAGE> 11
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 General Motors
Investment Management Corporation ("GMIMCO") and will be covered by an insurance
policy maintained by General Motors Corporation, 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>
3.1* Articles of Amendment and Restatement of Declaration of
Trust of the Company, as amended.
3.2** Bylaws of the Company.
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.
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.
333-26629).
** Incorporated herein by reference to the same-numbered exhibit to the
Registration Statement of the Company and the Operating Partnership on Form
S-4 (Commission File No. 333-40401).
*** To be filed by amendment.
+ Previously filed.
II-2
<PAGE> 12
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, 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> 13
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 25th day of September, 1998.
EQUITY OFFICE PROPERTIES TRUST
By: /s/ TIMOTHY H. CALLAHAN
------------------------------------
Timothy H. Callahan
President and Chief Executive
Officer
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 25th day of September, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ TIMOTHY H. CALLAHAN President, Chief Executive Officer and Trustee
- --------------------------------------------------- (principal executive officer)
Timothy H. Callahan
* Chief Financial Officer (principal financial
- --------------------------------------------------- officer and principal accounting officer)
Richard D. Kincaid
- --------------------------------------------------- Chairman of the Board of Trustees
Samuel Zell
- --------------------------------------------------- Trustee
Sheli Z. Rosenberg
- --------------------------------------------------- Trustee
Thomas E. Dobrowski
- --------------------------------------------------- Trustee
James D. Harper, Jr.
- --------------------------------------------------- Trustee
Jerry M. Reinsdorf
- --------------------------------------------------- Trustee
William M. Goodyear
- --------------------------------------------------- Trustee
David K. McKown
- --------------------------------------------------- Trustee
H. Jon Runstad
</TABLE>
II-4
<PAGE> 14
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
*
- --------------------------------------------------- Trustee
Edwin N. Sidman
- --------------------------------------------------- Trustee
D. J. A. de Bock
* Pursuant to Power of Attorney
By: /s/ TIMOTHY H. CALLAHAN
----------------------------------------------
Timothy H. Callahan
Attorney-in-fact
</TABLE>
II-5
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<S> <C>
3.1* Articles of Amendment and Restatement of Declaration of
Trust of the Company, as amended.
3.2** Bylaws of the Company.
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.
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
</TABLE>
- ---------------
* Incorporated herein by reference to the same-numbered exhibit to the
Company's Registration Statement on Form S-11 (Commission File No.
333-26629).
** Incorporated herein by reference to the same-numbered exhibit to the
Registration Statement of the Company and the Operating Partnership on Form
S-4 (Commission File No. 333-40401).
*** To be filed by amendment.
+ Previously filed.
II-6
<PAGE> 1
EXHIBIT 5.1
September 28, 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 proposed resales of up to
6,932,522 of the Company's common shares of beneficial interest, $.01 par
value per share ("Common Shares") which may be issued in private placements if
and to the extent that holders of 6,932,522 units of limited partnership
interest in EOP Operating Limited Partnership ("Units") tender such Units for
redemption, all of which Common Shares are to be sold by or on behalf of certain
shareholders of the Company. The Units may be issued by EOP Operating Limited
Partnership in an acquisition scheduled to close in September 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.
ss. 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
August 3, 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. The Certificate of Limited Partnership of EOP
Operating Limited Partnership (the "Operating
Partnership"), as certified by the
<PAGE> 2
Board of Trustees
Equity Office Properties Trust
September 28, 1998
Page 2
Secretary of State of the State of Delaware on July
6, 1998, and certified as of the date hereof by the
Secretary of the Company, in its capacity as managing
general partner of the Operating Partnership, as then
being complete, accurate and in effect.
5. The Agreement of Limited Partnership of the Operating
Partnership, dated as of July 3, 1997, as amended, as
certified as of the date hereof by the Secretary of
the Company, in its capacity as managing general
partner of the Operating Partnership, as then being
complete, accurate and in effect (the "Partnership
Agreement").
6. Resolutions of the Board of Trustees of the Company
adopted on July 13, 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 Units and the Common
Shares and arrangements in connection therewith
(the "Resolutions").
7. Agreement of Purchase and Sale, dated as of July 31,
1998, among BRE/Worldwide L.L.C., BRE/Worldwide II
L.L.C., BRE/Worldwide Inc. and the Operating
Partnership (the "Purchase Agreement").
In our examination of the aforesaid certificates, documents
and agreements, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the accuracy and completeness of all documents
submitted to us, the authenticity of all original documents and the conformity
to authentic original documents of all documents submitted to us as copies
(including telecopies). 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
Title 8 of the Corporations and Associations Article of the Annotated Code of
Maryland, and we express no opinion as to any other laws, statutes, ordinances,
rules or regulations (such as state securities or "blue sky" laws).
Based upon, subject to and limited by the foregoing, we are of
the opinion that, assuming the Units are issued and delivered in accordance with
the terms of the Partnership Agreement, the Purchase Agreement and the
resolutions of the Board of Trustees of the Company authorizing the issuance and
sale of the Units, the Common Shares, if and when issued and delivered in
accordance with the terms of the Partnership Agreement,and the Resolutions will
be validly issued, fully paid and nonassessable under the laws of the State
<PAGE> 3
Board of Trustees
Equity Office Properties Trust
September 28, 1998
Page 3
of Maryland. In rendering the foregoing opinions, we have assumed the receipt by
the Company of the consideration specified in the resolutions of the Board of
Trustees of the Company authorizing the issuance and sale of the Common 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,
HOGAN & HARTSON L.L.P.
<PAGE> 1
EXHIBIT 8.1
September 28, 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 6,932,522 Common Shares
of beneficial interest, par value $.01 per share, (the "Offered Shares") which
may be offered and sold from time to time by certain holders (the "Selling
Shareholders") 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
<PAGE> 2
Equity Office Properties Trust
September 28, 1998
Page 2
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 and 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; (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 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,
<PAGE> 3
Equity Office Properties Trust
September 28, 1998
Page 3
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 (including 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) 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
obligations imposed by any such documents on the parties thereto,
<PAGE> 4
Equity Office Properties Trust
September 28, 1998
Page 4
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 discussions 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 captions "Federal Income Tax
Considerations," to the extent that it discusses matters of law or legal
conclusions or purport 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 the 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.
<PAGE> 5
Equity Office Properties Trust
September 28, 1998
Page 5
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,
Hogan & Hartson L.L.P.
<PAGE> 1
EXHIBIT 23.3
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 common shares of beneficial interest
and to the incorporation by reference therein of our reports indicated
below with respect to the financial statements indicated below included in
Equity Office Properties Trust's filings as indicated below, filed with the
Securities and Exchange Commission.
Financial Statements Date of Auditors' Report
-------------------- ------------------------
Consolidated financial statements of Equity February 23, 1998, except
Office Properties Trust included in its Annual for Note 25, as to which
Report (Form 10-K, as amended by Form 10-K/A) the date is March 18, 1998
for the year ended December 31, 1997
The following reports are included in the
Current Report of Equity Office Properties
Trust on Form 8-K dated June 26, 1998:
Statement of Revenue and Certain Expenses of
Denver Post Tower for the year ended
December 31, 1997 April 28, 1998
Combined Statement of Revenue and Certain
Expenses 301 Howard Street and 215 Fremont
Street for the year ended October 31, 1997 April 29, 1998
Combined Statement of Revenue and Certain
Expenses of the Mountain Properties for the
year ended December 31, 1997 April 28, 1998
Statement of Revenue and Certain Expenses of
Millennium Plaza for the year ended
December 31, 1997 June 22, 1998
Statement of Revenue and Certain Expenses of
Polk & Taylor for the year ended
December 31, 1997 June 18, 1998
Combined Statement of Revenue and Certain
Expenses of Colonnade I; Colonnade II, and the
Walker Building for the year ended
December 31, 1997 June 12, 1998
Statement of Revenue and Certain Expenses of
Columbia Seafirst Center for the year ended
December 31, 1997 July 1, 1998
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Chicago, Illinois
September 24, 1998
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Amendment No. 1 to Form S-3 (File No. 333-62213) 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
Boston, Massachusetts
September 24, 1998
