<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
EQUITY OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its governing instrument)
<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
(312) 466-3300
(Name and address of agent for service)
------------------------------
Copies to:
J. WARREN GORRELL, JR.
JAMES E. SHOWEN
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _______________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF CLASS AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING REGISTRATION
OF SECURITIES BEING REGISTERED REGISTERED COMMON SHARE(1) PRICE(1) FEE(1)(2)
<S> <C> <C> <C> <C>
Common Shares of Beneficial Interest,
$.01 par value per share............ 21,545,034 $25.47 $548,752,016 $152,553
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) based on the average of the high and low
reported sales prices on the New York Stock Exchange on August 26th, 1999.
(2) Equity Office is applying $1,489 of its SEC account balance to the amount of
registration fee calculated hereunder.
------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS 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
THE OFFER OR SALE IS UNLAWFUL.
<PAGE>
DATED AUGUST 27, 1999
PROSPECTUS
21,545,034 SHARES
EQUITY OFFICE PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
------------------
The selling shareholders named in this prospectus may offer and sell up to
21,545,034 of our common shares of beneficial interest. We may issue 20,021,720
of these shares to selling shareholders who hold 20,021,720 units of limited
partnership interest in EOP Operating Limited Partnership, if and to the extent
that the selling shareholders redeem their units and we issue them common shares
in exchange. The registration of the shares does not necessarily mean that any
of the shares will be offered or sold by the selling shareholders. Although we
will incur expenses in connection with the registration of these shares, we will
not receive any cash proceeds if they are sold.
The common shares are listed on the New York Stock Exchange under the symbol
"EOP."
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU OTHERWISE.
------------------------
The selling shareholders may from time to time offer and sell all or a
portion of the offered shares in transactions on the NYSE or any other national
securities exchange or quotation service on which the offered shares are listed
or quoted at the time of the sale, in the over-the-counter market, 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 in 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, and any profit on the sale of offered shares by the selling shareholders
and any commissions received by any agents or broker-dealers may be deemed to be
underwriting commissions or discounts under the Securities Act.
------------------------
The date of this prospectus is , 1999
<PAGE>
ABOUT THIS PROSPECTUS
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3, of which this prospectus is a part, under the Securities
Act, with respect to the offered shares. This prospectus does not contain all of
the information set forth in the registration statement, portions of which we
have 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. If the Commission's rules and
regulations require that a contract or document be filed as an exhibit to the
registration statement, we refer you to the copy of that contract or document
filed as an exhibit to the registration statement for a complete description.
For further information regarding Equity Office and the offered shares, we refer
you to the registration statement and its 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.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and file annual, quarterly and special reports, proxy statements and
other information with the Commission. You may read and copy any materials we
file with the Commission at the Public Reference Room 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. You may obtain information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330. In addition, we file many of our
documents electronically with the Commission, and you may access those documents
over the internet. 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 is "http://www.sec.gov."
The common shares are listed on the NYSE under the symbol "EOP," our series
A preferred shares are listed on the NYSE under the symbol "EOPprA," our series
B preferred shares are listed on the NYSE under the symbol "EOPprB," and our
series C preferred shares are listed on the NYSE under the symbol "EOPprC." You
can inspect any reports, proxy statements and other information we file with the
NYSE at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
The Commission allows us to "incorporate by reference" the information we
file with them in this prospectus. This helps us disclose certain information to
you by referring you to the documents we file. The information we incorporate by
reference is an important part of this prospectus. We incorporate by reference
each of the documents listed below.
a. Our Annual Report on Form 10-K for the year ended December 31, 1998, as
amended.
b. Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999.
c. Our Current Reports on Form 8-K filed with the Commission on January 20,
1999 and April 21, 1999.
d. Our Registration Statement on Form 8-A, which incorporates by reference
a description of the common shares from our Registration Statement on
Form S-11 (Reg. No. 333-26629).
2
<PAGE>
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 1998 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.
THE COMPANY
Equity Office was formed to continue and expand the national office property
business organized by Samuel Zell, our Chairman of the Board. Equity Office, a
real estate investment trust, is the managing general partner of, and controls a
majority of the limited partnership interests in, EOP Operating Limited
Partnership. We own all of our assets and conduct substantially all of our
business through EOP Operating and its subsidiaries.
Our principal executive offices are located at Two North Riverside Plaza,
Suite 2200, Chicago, Illinois 60606, and our telephone number is (312) 466-3300.
We maintain regional offices in Los Angeles, Denver, Houston, Chicago, Atlanta
and Washington, D.C.
NO PROCEEDS TO THE COMPANY
Equity Office will not receive any of the proceeds from sales of shares by
the selling shareholders. Most of the costs and expenses incurred in connection
with the registration under the Securities Act of the offered shares will be
paid by Equity Office. The selling shareholders will pay 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.
3
<PAGE>
SELLING SHAREHOLDERS
The selling shareholders received their offered shares pursuant to
transactions relating to the formation of Equity Office in 1997. Equity Office
may issue 20,021,720 of the offered shares to selling shareholders holding up to
20,021,720 units of limited partnership interest in EOP Operating if the selling
shareholders redeem their units and we issue them common shares in exchange. 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 shares offered by each selling
shareholder. As used in this prospectus, the term "selling shareholder" also
includes transferees, assignees, distributees or pledgees of any person
identified as a selling shareholder. Except as the footnotes to the table below
indicate, the number of shares offered by a selling shareholder represent common
shares that Equity Office may issue on redemption of the selling shareholder's
units. Since the selling shareholders may sell all, some or none of their
shares, Equity Office cannot estimate the number of shares that will be sold by
the selling shareholders or that will be owned by the selling shareholders upon
completion of the offering. The offered shares represent approximately 4.0% of
the total number of Equity Office's common shares, assuming redemption of all
outstanding units for common shares, outstanding as of July 30, 1999.
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES
NAME OF SELLING SHAREHOLDER SHARES OWNED* OFFERED*
- ----------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
Bertram R. Cohen................................................................... 35,254 25,262
ANDA Partnership................................................................... 2,817,539 2,718,381
EGIL Investments, Inc. (A)......................................................... 1,932,584 1,932,584
LFT Partnership.................................................................... 368,304 367,363
LZC Trusts......................................................................... 69,564 53,761
LJ Trusts.......................................................................... 19,310 15,530
Ralph Wanger, Jr. (B).............................................................. 323,815 244,820
Merrill Lynch KECALP L.P. 1994..................................................... 503,438 389,207
Merrill Lynch KECALP L.P. 1991..................................................... 227,579 155,741
Merrill Lynch KECALP L.P. 1987..................................................... 103,174 51,562
Merrill Lynch KECALP L.P. 1997..................................................... 264,019 155,160
Limit & Co. (C).................................................................... 258,877 258,877
ZML Investment Company Inc......................................................... 972,757 794,338
Merchant Banking L.P. No II........................................................ 125,355 125,292
Merchant Banking L.P. No IV........................................................ 86,479 63,977
Cohen 1992 Irrevocable Trust....................................................... 11,979 11,973
Robert L. Cruikshank............................................................... 10,317 10,312
Rod F. Dammeyer (D)................................................................ 102,461 82,403
Bradbury Dyer III.................................................................. 346,600 271,989
S. Cody Engle (E).................................................................. 26,698 24,538
Thomas M. Tully Trust dated 11/15/91............................................... 66,107 51,654
Ronald L. Glass.................................................................... 55,568 45,999
Arthur A. Greenberg (F)............................................................ 217,562 159,959
F. Philip Handy (G)................................................................ 31,707 17,925
Isobar Partnership................................................................. 23,958 23,946
Donald J. Liebentritt (H).......................................................... 71,580 39,718
Randall K. Rowe.................................................................... 335,958 270,593
Sheli Z. Rosenberg (I)............................................................. 358,854 173,816
Sanford Shkolnik................................................................... 147,342 116,876
Spector Family Limited Partnership (J)............................................. 162,341 123,771
David A. Gardner (K)............................................................... 569,874 197,723
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF SHARES
NAME OF SELLING SHAREHOLDER SHARES OWNED* OFFERED*
- ----------------------------------------------------------------------------------- ------------- --------------
<S> <C> <C>
Rochelle Zell Trust................................................................ 23,958 23,946
Donald W. Phillips................................................................. 256,506 195,986
William K. Hall.................................................................... 28,705 20,368
David J. Contis.................................................................... 60,766 45,139
Stephen R. Quazzo.................................................................. 93,476 79,160
Scott R. Whitney................................................................... 8,199 8,061
DC Trust (L)....................................................................... 59,549 46,936
AMCO, Inc.......................................................................... 50,854 37,622
Jay Proops......................................................................... 21,791 16,121
Joseph P. Sullivan and Jeanne M Sullivan JTWROS.................................... 22,791 16,121
Fremont Associates................................................................. 168,253 132,156
Weinstein Partners................................................................. 125,611 95,559
Buzzard Partners................................................................... 246,113 187,337
Kelly L. Stonebraker (M)........................................................... 37,432 22,334
Bruce C. Strohm (N)................................................................ 18,878 15,407
H.H. Associates Trust (O).......................................................... 125,859 102,715
Whittal Company Limited............................................................ 152,202 120,033
Douglas Crocker II (P)............................................................. 42,149 27,708
Gary R. Garrabrant (Q)............................................................. 28,574 13,855
Alisa Margolis Singer (R).......................................................... 14,057 6,927
Burton X. Rosenberg (S)............................................................ 47,119 17,318
H.H.S. Partnership (T)............................................................. 26,343 17,318
EGI Holdings, Inc. (U)............................................................. 1,932,540 1,932,540
Samstock/SZRT, L.L.C. (V).......................................................... 117,194 117,194
Samstock/ZFT, L.L.C. (W)........................................................... 7,088,686 7,088,686
Samstock/Alpha, L.L.C. (X)......................................................... 2,087,172 2,087,172
Timothy H. Callahan (Y)............................................................ 612,665 89,338
Stanley M. Stevens (Z)............................................................. 185,764 6,927
------------- --------------
Total............................................................................ 24,226,960 21,545,034
------------- --------------
------------- --------------
</TABLE>
- ------------------------
* The number of shares includes all common shares Equity Office may issue to
the selling shareholder on redemption of units owned by the selling
shareholder and all common shares which the selling shareholder could
acquire upon exercise of options or warrants exercisable within 60 days.
(A) Samuel Zell, Chairman of the Board of Equity Office, is a beneficiary of
trusts which are indirect stockholders of EGIL Investments, Inc. The number
of shares offered by EGIL Investments, Inc. includes 12,835 common shares
owned directly and 1,919,749 common shares which may be issued by Equity
Office on redemption of units held by EGIL Investments, Inc.
(B) Includes 159,076 shares which may be issued to Ralph Wanger, Jr. upon
redemption of units held directly by Ralph Wanger, Jr., and 85,744 shares
which may be issued to the Ralph Wanger Trust upon redemption of units held
by the Ralph Wanger Trust.
(C) Armbuck & Co., acting as nominee for affiliates of this selling
shareholder, holds 838 common shares which are not being offered hereby.
5
<PAGE>
(D) Mr. Dammeyer has served as executive officer of Equity Group Investments,
L.L.C. and its predecessor, entities controlled by Samuel Zell, Chairman of
the Board of Equity Office, for the last three years.
(E) The total number of shares owned for this selling shareholder includes 129
shares owned by Ingeborg Engle.
(F) Mr. Greenberg has served as a consultant to Equity Office on various
matters over the past three years. The total number of shares owned by Mr.
Greenberg includes 13,999 shares which Mr. Greenberg has the right to
acquire within 60 days upon exercise of options.
(G) Mr. Handy is currently under contract to perform services for Equity Group
Investments.
(H) Mr. Liebentritt has served as an executive officer of various entities,
including Equity Group Investments, controlled by Samuel Zell, the Chairman
of the Board of Equity Office, over the past three years. The total number
of shares owned by Mr. Liebentritt includes 13,333 shares which Mr.
Liebentritt has the right to acquire within 60 days upon exercise of options
and 5,000 shares owned by Mr. Liebentritt's spouse.
(I) Ms. Rosenberg has been a trustee of Equity Office since March 1997. Ms.
Rosenberg also serves as an executive officer and/or director of various
entities controlled by Samuel Zell, the Chairman of the Board of Equity
Office, including Equity Group Investments. Prior to September 1997, Ms.
Rosenberg was a principal at Rosenberg & Liebentritt, P.C., a Chicago,
Illinois law firm which represented Equity Office in various matters. The
total number of shares owned by Ms. Rosenberg includes 134,499 shares which
Ms. Rosenberg has the right to acquire within 60 days upon exercise of
options.
(J) Gerald Spector, a trustee of this selling shareholder, has served as
Executive Vice President, Chief Operating Officer and as a Trustee of
Equity Residential Properties Trust, a publicly traded real estate
investment trust for which Samuel Zell, Chairman of the Board of Equity
Office, serves as Chairman of the Board and a Trustee.
(K) The total number of shares owned by Mr. Gardner includes 290,311 shares he
may acquire if he receives common shares from Equity Office upon any future
redemption of units, which common shares are not being offered hereby, and
81,840 common shares owned directly by Mr. Gardner.
(L) The numbers depicted in the row for this selling shareholder exclude shares
and units owned by Sheli Z. Rosenberg and Douglas Crocker II, trustees of
the selling shareholder, which shares and units are separately disclosed in
this table. Mr. Crocker has served since 1996 as President, Chief Executive
Officer and a Trustee of Equity Residential.
(M) The total number of shares owned by Mr. Stonebraker includes 52 common
shares held by Mr. Stonebraker's spouse and 6,666 shares which Mr.
Stonebraker has the right to acquire within 60 days upon exercise of
options. Through his position as an attorney at Rosenberg & Liebentritt,
P.C., Mr. Stonebraker represented Equity Office and its predecessors in
various real estate transactions during the past three years.
(N) Mr. Strohm has served since 1996 as Executive Vice President, General
Counsel and Secretary of Equity Residential.
(O) F. Philip Handy, a trustee of the selling shareholder, is under contract to
perform services for Equity Group Investments.
(P) The numbers depicted in the row for this selling shareholder exclude shares
and units Mr. Crocker beneficially owns as trustee of DC Trust, which
shares and units are reported above. As noted above, Mr. Crocker has served
since 1996 as President, Chief Executive Officer and a Trustee of Equity
Residential.
6
<PAGE>
(Q) Mr. Garrabrant has served as an executive officer of Equity Group
Investments for the past three years. The total number of shares owned by
Mr. Garrabrant includes 7,499 shares which Mr. Garrabrant has the right to
acquire within 60 days upon exercise of options.
(R) The total number of shares owned by Ms. Singer includes 141 common shares
owned by Howard Singer and 3,333 shares which Ms. Singer has the right to
acquire within 60 days upon exercise of options. Through her position as an
attorney at Rosenberg & Liebentritt, P.C., Ms. Singer represented Equity
Office and its predecessors in various real estate transactions during the
past three years.
(S) Mr. Rosenberg is the husband of Sheli Z. Rosenberg, a trustee of Equity
Office.
(T) F. Philip Handy, general partner of the selling shareholder, is under
contract to perform services for Equity Group Investments.
(U) Samuel Zell, Chairman of the Board of Equity Office, is a beneficiary of the
trusts which are indirect stockholders of EGI Holdings, Inc. The number of
shares offered by EGI Holdings, Inc. includes 12,834 common shares owned
directly and 1,919,706 common shares which may be issued by Equity Office on
redemption of units held by EGI Holdings, Inc.
(V) Samuel Zell, Chairman of the Board of Equity Office, is a beneficiary of the
trust which is the sole member of Samstock/SZRT, L.L.C. The number of shares
offered by Samstock/SZRT, L.L.C. includes 27,348 common shares owned
directly and 89,846 common shares which may be issued by Equity Office on
redemption of units held by Samstock/SZRT, L.L.C.
(W) Samuel Zell, Chairman of the Board of Equity Office, is a beneficiary of the
trusts which are indirect owners of the sole member of Samstock/ZFT, L.L.C.
The number of shares offered by Samstock/ZFT, L.L.C. includes 1,239,466
common shares owned directly and 5,849,220 common shares which may be issued
by Equity Office on redemption of units held by Samstock/ZFT, L.L.C.
(X) Samuel Zell, Chairman of the Board of Equity Office, is a beneficiary of
trusts which are the sole member of Samstock/Alpha, L.L.C. The number of
shares offered by Samstock/Alpha, L.L.C. includes 258,179 common shares
owned directly and 1,828,993 common shares which may be issued by Equity
Office on redemption of units held by Samstock/Alpha, L.L.C.
(Y) Mr. Callahan has been a trustee and Chief Executive Officer and President of
Equity Office since October 1996. Mr. Callahan also served on the Board of
Managers and has been Chief Executive Officer of two of the predecessors of
Equity Office, Equity Office Holdings, L.L.C. and Equity Office Properties,
L.L.C., from August 1996 until September 1997. The number of shares owned by
Mr. Callahan includes 265,000 restricted common shares acquired pursuant to
Equity Office's 1997 Share Option and Share Award Plan, 13,913 shares held
in Mr. Callahan's Supplemental Retirement Savings Plan, and 200 shares held
by Mr. Callahan's spouse. The total number also includes 216,666 shares
which Mr. Callahan has the right to acquire within 60 days upon exercise of
warrants and options.
(Z) Mr. Stevens has been Executive Vice President, Chief Legal Counsel and
Secretary of Equity Office since October 1996. Mr. Stevens was Executive
Vice President and General Counsel of Equity Office Holdings, L.L.C., one
of Equity Office's predecessors, from September 1996 until October 1997.
Mr. Stevens was a vice president of Rosenberg & Liebentritt, P.C. from
December 1993 until September 1996, in which capacity he performed
substantial services for predecessors of Equity Office. The number of
shares owned by Mr. Stevens includes 44,000 restricted common shares
acquired pursuant to Equity Office's 1997 Share Option and Share Award
Plan, 4,222 shares held in Mr. Stevens' Supplemental Retirement Savings
Plan and 49 shares held by Mr. Stevens' spouse. The total number also
includes 125,000 shares which Mr. Stevens has the right to acquire within
60 days upon exercise of warrants and options.
7
<PAGE>
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 or any
other national securities exchange or quotation service on which the offered
shares are listed or quoted at the time of sale, in the over-the-counter market,
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 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. Underwriters may sell offered shares to or through dealers, and the
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 Equity
Office, underwriters, dealers and agents who participate in the distribution of
offered shares may be entitled to indemnification by Equity Office against
liabilities under the Securities Act or otherwise, or to contribution with
respect to payments which the underwriters, dealers or agents may be required to
make. 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. Broker-dealers acting as pricipal or
agent 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. The methods by which the offered shares may be sold
include:
- 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;
- purchases by a broker-dealer as principal and resale by such broker-dealer
for its account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- an exchange distribution in accordance with the rules of the NYSE;
- privately-negotiated transactions; and
- underwritten transactions.
Limit & Co., one of the selling shareholders, has informed Equity Office
that it may also sell its offered shares which qualify for sale under Rule 144
of the Securities Act under that Rule.
The selling shareholders and any underwriters, dealers or agents
participating in a 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 shares, a
prospectus supplement, if required, will be distributed which will identify any
underwriters, dealers or agents and any discounts, commissions and other terms
constituting compensation from the selling shareholder and any other required
information.
To comply with any applicable state securities laws, the offered shares may
be sold only through registered or licensed brokers or dealers. In addition, in
some states, the offered shares may not be sold unless they have been registered
or qualified for sale in the state or an exemption from registration or
qualification requirement is available and is satisfied.
8
<PAGE>
Equity Office has agreed to pay all costs and expenses incurred in
connection with the registration under the Securities Act of the offered shares,
including:
- all registration and filing fees,
- printing expenses, and
- fees and disbursements of counsel and accountants for Equity Office.
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. Equity
Office 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, a selling shareholder against 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 Equity Office, its officers 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 Equity Office by the selling shareholder;
provided, however, that the indemnification obligation is several, not joint, as
to each selling shareholder.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 1998 and the statements of revenue and certain
expenses for Park Avenue Tower and Worldwide Plaza appearing in our Current
Report on Form 8-K dated January 7, 1999 and filed January 20, 1999, as set
forth in their reports which are incorporated by reference in this prospectus
and elsewhere in the registration statement. Our consolidated financial
statements and schedule and the statements of revenue and certain expenses are
incorporated by reference in reliance on Ernst & Young LLP's reports, given on
their authority as experts in accounting and auditing.
LEGAL MATTERS
The legality of the offered shares will be passed upon for Equity Office by
Hogan & Hartson L.L.P., Washington, D.C.
9
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 EQUITY OFFICE 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 EQUITY OFFICE SINCE THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
About This Prospectus..................................................... 2
Where You Can Find More Information....................................... 2
Special Note Regarding Forward-Looking Statements......................... 3
The Company............................................................... 3
No Proceeds to the Company................................................ 3
Selling Shareholders...................................................... 4
Plan of Distribution...................................................... 8
Experts................................................................... 9
Legal Matters............................................................. 9
</TABLE>
21,545,034 SHARES
EQUITY OFFICE PROPERTIES TRUST
COMMON SHARES OF
BENEFICIAL INTEREST
---------------------
PROSPECTUS
---------------------
, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
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
Equity Office in connection with the issuance and distribution of the securities
being registered:
<TABLE>
<S> <C>
Registration Fee................................................. $ 152,553
Printing and Duplicating Expenses................................ 20,000
Legal Fees and Expenses.......................................... 20,000
Accounting Fees and Expenses..................................... 5,000
Miscellaneous.................................................... 5,000
---------
Total........................................................ $ 202,553
</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
II-1
<PAGE>
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 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,
a trustee of the Company, 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>
<CAPTION>
<S> <C>
4.1* Articles of Amendment and Restatement of Declaration of Trust of
the Company
4.2** Bylaws of the Company
4.3*** Form of Common Share certificate
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
securities being registered.
23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included in signature page)
</TABLE>
- ------------------------
* Incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-11 (Commission File No. 333-26629).
** Incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (Reg. No. 333-40401-01).
II-2
<PAGE>
*** Incorporated herein by reference to Exhibit 5.1 to the Company's
Registration Statement on Form 8-A, filed with the Commission on June 19,
1997.
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
II-3
<PAGE>
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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois, on this 26th day of August, 1999.
<TABLE>
<S> <C> <C>
EQUITY OFFICE PROPERTIES TRUST
By: /s/ TIMOTHY H. CALLAHAN
-----------------------------------------
Timothy H. Callahan
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
POWER OF ATTORNEY
We, the undersigned trustees and officers of Equity Office Properties Trust,
do hereby constitute and appoint Sheli Z. Rosenberg and Timothy H. Callahan and
each and either of them, our true and lawful attorneys-in-fact and agents, to do
any and all acts and things in our names and our behalf in our capacities as
trustees and officers and to execute any and all instruments for us and in our
name in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said Trust to comply
with the Securities Act of 1933 and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with this registration
statement, or any registration statement for this offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
including specifically, but without limitation, any and all amendments
(including post-effective amendments) hereto; and we hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the 26th day of August, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S>
President, Chief Executive
/s/ TIMOTHY H. CALLAHAN Officer and Trustee
- ------------------------------ (principal executive
Timothy H. Callahan officer)
Chief Financial Officer
/s/ RICHARD D. KINCAID (principal financial
- ------------------------------ officer and principal
Richard D. Kincaid accounting officer)
/s/ SAMUEL ZELL
- ------------------------------ Chairman of the Board and
Samuel Zell Trustee
- ------------------------------ Trustee
Sheli Z. Rosenberg
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <S>
/s/ THOMAS E. DOBROWSKI
- ------------------------------ Trustee
Thomas E. Dobrowski
/s/ JAMES D. HARPER, JR.
- ------------------------------ Trustee
James D. Harper, Jr.
/s/ JERRY M. REINSDORF
- ------------------------------ Trustee
Jerry M. Reinsdorf
/s/ WILLIAM M. GOODYEAR
- ------------------------------ Trustee
William M. Goodyear
/s/ DAVID K. MCKOWN
- ------------------------------ Trustee
David K. McKown
- ------------------------------ Trustee
H. Jon Runstad
/s/ EDWIN N. SIDMAN
- ------------------------------ Trustee
Edwin N. Sidman
/s/ D. J. ANDRE DE BOCK
- ------------------------------ Trustee
D. J. Andre de Bock
</TABLE>
II-6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
4.1* Articles of Amendment and Restatement of Declaration of Trust of
the Company
4.2** Bylaws of the Company
4.3*** Form of Common Share certificate
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
securities being registered.
23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included in signature page)
</TABLE>
- ------------------------
* Incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-11 (Commission File No. 333-26629).
** Incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-4 (Reg. No. 333-40401-01).
*** Incorporated herein by reference to Exhibit 5.1 to the Company's
Registration Statement on Form 8-A, filed with the Commission on June 19,
1997.
<PAGE>
[LETTERHEAD OF HOGAN & HARTSON L.L.P]
August 27, 1999
Board of Trustees
Equity Office Properties Trust
Two North Riverside Plaza
Suite 2200
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
21,545,034 of the Company's common shares of beneficial interest, $.01
par value per share ("Common Shares"), 20,021,720 of which Common Shares
may be issued at the Company's election in private placements if and to the
extent that holders of 20,021,720 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. This opinion letter is furnished to you at your
request to enable the Company to fulfill the requirements of Item 601(b)(5)
of Regulation S-K, 17 C.F.R. Section 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 Maryland State Department of
Assessments and Taxation on June 16, 1999 and by the Assistant
Secretary of the Company on the date hereof as then being complete,
accurate and in effect.
<PAGE>
Board of Trustees
Equity Office Properties Trust
August 27, 1999
Page 2
3. The Bylaws of the Company, as certified by the Assistant 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
Secretary of State of the State of Delaware on November 25, 1998,
and certified as of the date hereof by the Assistant 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 Assistant 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. An executed copy of the Registration Rights Agreement dated as of
July 11, 1997 by and among the Company and the Persons Listed on the
Signature Pages thereto (the "Registration Rights Agreement").
7. Resolutions of the Board of Trustees of the Company, for itself and
as managing general partner of the Operating Partnership, adopted on
May 5, 1997, as certified by the Assistant Secretary of the Company
on the date hereof as then being complete, accurate and in effect,
relating to the original issuance of the Units, the execution and
delivery of the Transaction Documents, the preparation and filing of
the Registration Statement and arrangements in connection therewith.
8. A certificate of the Assistant Secretary of the Company dated August
27, 1999.
In our examination of the aforesaid certificates and documents, we have
assumed the genuineness of all signatures, the legal capacity of 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
<PAGE>
Board of Trustees
Equity Office Properties Trust
August 27, 1999
Page 3
also have assumed that the Common Shares will not be issued in violation of
the ownership limit contained in the Company's Declaration of Trust. This
opinion letter is given, and all statements herein are made, in the context
of the foregoing.
This opinion letter is based as to matters of law solely on applicable
provisions of Maryland law. We express no opinion as to any other laws,
statutes, ordinances, rules or regulations or as to compliance with the
securities (or "blue sky") laws, rules or regulations or the real estate
syndication laws of Maryland.
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Common Shares, if and when issued and delivered in
accordance with the terms of the Partnership Agreement and appropriate
resolutions of the Board of Trustees of the Company authorizing the issuance
of the Common Shares upon redemption of the Units as contemplated thereby,
will be validly issued, fully paid and nonassessable under the laws of the
State of Maryland. In rendering the foregoing opinion, we have assumed the
receipt by the Operating Partnership of the consideration specified in the
resolutions of the Board of Trustees of the Company, as managing general
partner of the Operating Partnership, authorizing the original issuance and
sale of the Units.
This opinion letter has been prepared for your use in connection with
the Registration Statement and speaks as of the date hereof. We assume no
obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
--------------------------
HOGAN & HARTSON L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Equity Office
Properties Trust for the registration of 21,545,034 common shares of
beneficial interest and to the incorporation by reference 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.
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS DATE OF AUDITORS' REPORT
-------------------- ------------------------
<S> <C>
Consolidated financial statements and schedule of Equity Office February 9, 1999, except for Note 23,
Properties Trust included in its Annual Report (Form 10-K) for the as to which the date is February 16,
year ended December 31, 1998 . . . . . . . . . . . . . . . . . . . . 1999
The following reports are included in the Current Report of
Equity Office Properties Trust on Form 8-K dated January 7, 1999
and filed January 20, 1999:
Statement of Revenue and Certain Expenses of Park Avenue Tower
for the year ended December 31, 1997 . . . . . . . . . . . . . . . . July 3, 1998
Combined Statement of Revenue and Certain
Expenses of Worldwide Plaza for the year ended December 31, 1997 . . October 2, 1998
</TABLE>
ERNST & YOUNG LLP
Chicago, Illinois
August 23, 1999
