<PAGE> 1
PROSPECTUS
1,628,009 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 Defined
Asset Funds Equity Investor Fund Cohen & Steers Realty Majors Portfolio (A Unit
Investment Trust) through Chase Manhattan Bank, as Trustee (the "Selling
Shareholder"), of up to 1,628,009 of our common shares of beneficial interest,
par value $.01 per share (the "Offered Shares"). The Selling Shareholder
received the Offered Shares in April 1998 in a private placement. We are
registering the Offered Shares as required under the terms of a registration
rights agreement between the Selling Shareholder and us. The registration of the
Offered Shares does not necessarily mean that any of the Offered Shares will be
offered or sold by the Selling Shareholder. We will receive no proceeds of any
sales of the Offered Shares, but will incur expenses in connection with the
offering. See "Selling Shareholder" and "Plan of Distribution."
Our common shares of beneficial interest, par value $.01 per share (the
"Common Shares"), are listed on the New York Stock Exchange (the "NYSE") under
the symbol "EOP."
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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.
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The Selling Shareholder may from time to time offer and sell all or a
portion of the Offered Shares in transactions on the NYSE, in the
over-the-counter market, on any other national securities exchange on which the
Common Shares are listed or traded, in negotiated transactions or otherwise, at
prices then prevailing or related to the then-current market price or at
negotiated prices. The Offered Shares may be sold directly or through agents or
broker-dealers acting as principal or agent, or in block trades or pursuant to a
distribution by one or more underwriters on a firm commitment or best-efforts
basis. To the extent required, the names of any agents or broker-dealers and
applicable commissions or discounts and any other required information with
respect to any particular offer will be set forth in this Prospectus under the
caption "Plan of Distribution" or any accompanying Prospectus Supplement. The
Selling Shareholder reserves the right to accept or reject, in whole or in part,
any proposed purchase of the Offered Shares to be made directly or through
agents. The Selling Shareholder and any agents or broker-dealers participating
in the distribution of the Offered Shares may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and any profit on the sale of Offered Shares by the Selling Shareholder
and any commissions received by any such agents or broker-dealers may be deemed
to be underwriting commissions or discounts under the Securities Act.
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The date of this Prospectus is July 22, 1998.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in or incorporated by reference into this Prospectus
and the accompanying Prospectus Supplement contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act. We intend the
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the Securities Act. These
forward-looking statements relate to, without limitation, future economic
performance, our plans and objectives for future operations and projections of
revenue and other financial items, which can be identified by the use of
forward-looking terminology such as "may," "will," "should," "expect,"
"anticipate," "estimate" or "continue" or the negative thereof or other
variations thereon or comparable terminology. The cautionary statements
incorporated by reference from our 1997 Annual Report on Form 10-K under the
caption "Risk Factors" and other similar statements contained in this Prospectus
or the accompanying Prospectus Supplement identify important factors with
respect to such forward-looking statements, including certain risks and
uncertainties, that could cause actual results to differ materially from those
in such forward-looking statements.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, is required to file reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the Public
Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of the reports, proxy
statements and other information can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549, upon payment of prescribed
rates, or in certain cases by accessing the Commission's World Wide Web site at
http://www.sec.gov. The public may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330. The Common
Shares are listed on the NYSE under the symbol "EOP" and the Series A Preferred
Shares are listed on the NYSE under the symbol "EOPpfA." Such reports, proxy
statements and other information concerning the Company can be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement"), of which this Prospectus is a part, under
the Securities Act, with respect to the securities offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. Statements contained in this Prospectus as to
the contents of any contract or other document are not necessarily complete, and
in each instance, reference is made to the copy of such contract or document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference and the exhibits and schedules
thereto. For further information regarding the Company and the Offered Shares,
reference is hereby made to the Registration Statement and such exhibits and
schedules which may be obtained from the Commission at its principal office in
Washington, D.C. upon payment of the fees prescribed by the Commission. The
Commission maintains a "web site" that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Commission. The address of such site is "http://www.sec.gov."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference:
a. The Company's Annual Report on Form 10-K for the year ended December
31, 1997, as amended to date.
b. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
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c. The Company's Current Report on Form 8-K/A, filed with the Commission
on February 18, 1998 (amending the Company's Current Report on Form
8-K filed with the Commission on December 24, 1997) and the Company's
Current Report on Form 8-K filed with the Commission on June 30,
1998.
d. The Company's Registration Statement on Form 8-A, which incorporates
by reference a description of the Common Shares from the Company's
Registration Statement on Form S-11 (File No. 333-26629).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of all securities to which this Prospectus
relates shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in the
Prospectus (in the case of a statement in a previously filed document
incorporated or deemed to be incorporated by reference herein), in any
applicable Prospectus Supplement relating to a specific offering of securities,
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus or any accompanying
Prospectus Supplement. Subject to the foregoing, all information appearing in
this Prospectus and each accompanying Prospectus Supplement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner, to whom this
Prospectus is delivered upon written or oral request. Requests should be
directed to Equity Office Properties Trust, Two North Riverside Plaza, Suite
2200, Chicago, Illinois 60606, Attention: Diane Morefield (telephone number:
(312) 466-3300).
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As used herein and in the accompanying Prospectus Supplement, "Company"
means Equity Office Properties Trust, a Maryland real estate investment trust,
and one or more of its subsidiaries (including EOP Operating Limited
Partnership, a Delaware limited partnership (the "Operating Partnership")), and
predecessors thereof (the "Equity Office Predecessors") or, as the context may
require, Equity Office Properties Trust only or the Operating Partnership only.
All references to the historical activities of the Company prior to July 11,
1997, refer to the activities of the Equity Office Predecessors.
THE COMPANY
The Company was formed to continue and expand the national office property
business organized by Samuel Zell, chairman of the Board of Trustees of the
Company. The Company, a self-administered and self-managed real estate
investment trust, is the managing general partner of the Operating Partnership.
The Company owns all of its assets and conducts substantially all of its
business through the Operating Partnership and its subsidiaries.
The Company's executive offices are located at Two North Riverside Plaza,
Suite 2200, Chicago, Illinois 60606, and its telephone number is (312) 466-3300.
NO PROCEEDS TO THE COMPANY
The Company will not receive any of the proceeds from sales of Offered
Shares by the Selling Shareholder. All costs and expenses incurred in connection
with the registration under the Securities Act of the offering made hereby will
be paid by the Company, other than any brokerage fees and commissions, fees and
disbursements of legal counsel for the Selling Shareholder and share transfer
and other taxes attributable to the sale of the Offered Shares, which will be
paid by the Selling Shareholder.
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED SHARE DISTRIBUTIONS
The Company's ratios of earnings to combined fixed charges and preferred
share distributions are as follows:
<TABLE>
<CAPTION>
EQUITY OFFICE
THREE MONTHS PREDECESSORS EQUITY OFFICE PREDECESSORS
ENDED COMPANY (COMBINED (COMBINED HISTORICAL)
MARCH 31, (HISTORICAL) HISTORICAL) YEARS ENDED DECEMBER 31,
------------- JULY 11, 1997 TO JANUARY 1, 1997 TO --------------------------------
1998 1997 DECEMBER 31, 1997 JULY 10, 1997 1996 1995 1994 1993 1992
----- ----- ----------------- ------------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to
Combined Fixed
Charges and Preferred
Share
Distributions........ 1.94 1.90 2.11 1.52 1.49 1.21 1.24 1.23 1.24
</TABLE>
The ratios of earnings to combined fixed charges and preferred share
distributions were computed by dividing earnings by fixed charges. For this
purpose, earnings consist of income (loss) before gains from sales of property
and extraordinary items plus fixed charges. Fixed charges consist of interest
expense (including interest costs capitalized), the amortization of debt
issuance costs, the portion of rental expense deemed to represent interest
expense and preferred share distributions.
SELLING SHAREHOLDER
The Selling Shareholder acquired its 1,628,009 Offered Shares in a private
placement in April 1998. Since the Selling Shareholder may sell all or some of
its Offered Shares, no estimate can be made of the number of Offered Shares that
will be sold by the Selling Shareholder or that will be owned by the Selling
Shareholder upon completion of the offering. There is no assurance that the
Selling Shareholder will sell any of the Offered Shares. In addition, as of June
10, 1998, the Selling Shareholder owned an additional 610 Common Shares not
offered hereby.
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PLAN OF DISTRIBUTION
The Selling Shareholder may from time to time, in one or more transactions,
sell all or a portion of the Offered Shares on the NYSE, in the over-the-counter
market, on any other national securities exchange on which the Common Shares are
listed or traded, in negotiated transactions, in underwritten transactions or
otherwise, at prices then prevailing or related to the then current market price
or at negotiated prices. The offering price of the Offered Shares from time to
time will be determined by the Selling Shareholder and, at the time of such
determination, may be higher or lower than the market price of the Common Shares
on the NYSE. In connection with an underwritten offering, underwriters or agents
may receive compensation in the form of discounts, concessions or commissions
from the Selling Shareholder or from purchasers of Offered Shares for whom they
may act as agents, and underwriters may sell Offered Shares to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agents. Under agreements that may be entered
into by the Company, underwriters, dealers and agents who participate in the
distribution of Offered Shares may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act, or
to contribution with respect to payments which such underwriters, dealers or
agents may be required to make in respect thereof. The Offered Shares may be
sold directly or through broker-dealers acting as principal or agent, or
pursuant to a distribution by one or more underwriters on a firm commitment or
best-efforts basis. The methods by which the Offered Shares may be sold include:
(a) a block trade in which the broker-dealer so engaged will attempt to sell the
Offered Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker-dealer as
principal and resale by such broker-dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (d) an exchange distribution in accordance with the
rules of the NYSE; (e) privately-negotiated transactions; and (f) underwritten
transactions. The Selling Shareholder and any underwriters, dealers or agents
participating in the distribution of the Offered Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the Offered Shares by the Selling Shareholder and any commissions
received by an such broker-dealers may be deemed to be underwriting commissions
under the Securities Act.
When the Selling Shareholder elects to make a particular offer of Offered
Shares, a prospectus supplement, if required, will be distributed which will
identify any underwriters, dealers or agents and any discounts, commissions and
other terms constituting compensation from the Selling Shareholder and any other
required information.
In order to comply with the securities laws of certain states, if
applicable, the Offered Shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the Offered Shares may not
be sold unless they have been registered or qualified for sale in such state or
an exemption from such registration or qualification requirement is available
and is complied with.
The Company has agreed to pay all costs and expenses incurred in connection
with the registration under the Securities Act of the Offered Shares, including,
without limitation, all registration and filing fees, printing expenses and fees
and disbursements of counsel and accountants for the Company. The Selling
Shareholder will pay any brokerage fees and commissions, fees and disbursements
of legal counsel for the Selling Shareholder and stock transfer and other taxes
attributable to the sale of the Offered Shares. The Company also has agreed to
indemnify the Selling Shareholder and its officers, directors and trustees and
each person who controls (within the meaning of the Securities Act) the Selling
Shareholder against certain losses, claims, damages, liabilities and expenses
arising under the securities laws in connection with this offering. The Selling
Shareholder has agreed to indemnify the Company, its officers and directors and
each person who controls (within the meaning of the Securities Act) the Company
against any losses, claims, damages, liabilities and expenses arising under the
securities laws in connection with this offering with respect to written
information furnished to the Company by the Selling Shareholder.
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EXPERTS
The consolidated financial statements of Equity Office Properties Trust
appearing in Equity Office Properties Trust's Annual Report (Form 10-K, as
amended by Form 10-K/A) for the year ended December 31, 1997, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of Beacon Properties Corporation,
appearing in the Current Report on Form 8-K/A of Equity Office Properties Trust
filed with the Commission on February 18, 1998, have been audited by
PricewaterhouseCoopers LLP, independent auditors, as set forth in their reports
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS
The legality of the Offered Shares will be passed upon for the Company by
Hogan & Hartson L.L.P., Washington, D.C. Certain tax matters will be passed upon
by Hogan & Hartson L.L.P., Washington, D.C., special tax counsel to the Company.
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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 SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE OFFERED SHARES, IN
ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE ANY
SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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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
Ratio of Earnings to Combined Fixed
Charges and Preferred Share
Distributions........................ 4
Selling Shareholder.................... 4
Plan of Distribution................... 5
Experts................................ 6
Legal Matters.......................... 6
</TABLE>
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1,628,009 SHARES
EQUITY OFFICE
PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
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PROSPECTUS
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JULY 22, 1998
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