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PROSPECTUS
6,854,451 SHARES
EQUITY OFFICE PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
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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 who acquired 6,854,451 units of
limited partnership interest in EOP Operating Limited Partnership ("Units") in
an acquisition on October 1, 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."
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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.
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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.
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The date of this Prospectus is October 1, 1998.
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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.
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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, September 3, 1998 and September 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 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).
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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
who acquired 6,854,451 Units in an acquisition on October 1, 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 Offered Shares. The Offered Shares
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represent approximately 2.37% of the total Common Shares (assuming redemption of
all outstanding Units for Common Shares) outstanding as of October 1, 1998.
<TABLE>
<CAPTION>
NUMBER OF
SHARES OWNED AND
NAME OF SELLING SHAREHOLDER OFFERED HEREBY
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<S> <C>
WW West "A" Associates, L.P. ............................... 28,988
South Dakota Retirement System(1)........................... 1,008,620
South Dakota Cement Plant Retirement Fund(2)................ 6,803
Temple-Inland Master Retirement Trust....................... 54,937
National Union Fire Insurance Co. .......................... 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 Corp. ........................................ 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
The Bank of Nova Scotia..................................... 6,715
UOB Holdings (USA) Inc. .................................... 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 Holdings 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.
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(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.
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(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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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.
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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.
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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
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PROSPECTUS
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OCTOBER 1, 1998
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