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As filed with the Securities and Exchange Commission on June 22, 1999
Registration No. 333-
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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 charter)
Maryland 36-4151656
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Two North Riverside Plaza, Suite 2200
Chicago, Illinois 60606
(312) 466-3300
(Address, including zip code, and telephone number, including area code, of
Registrant's Principal Executive Offices)
Stanley M. Stevens
Executive Vice President and Chief Legal Counsel
Two North Riverside Plaza, Suite 2200
Chicago, Illinois 60606
(312) 466-3362
(Name, address, including zip code, and telephone number, including area code,
of Agent For Service)
Copy to:
Ruth Pinkham Haring
William C. Hermann
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza, Suite 1600
Chicago, Illinois 60606
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
possible after the effective date of this Registration Statement and from time
to time as determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to distribution 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 distribution or
interest reinvestment plans, please 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
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<CAPTION>
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Proposed Maximum Proposed Maximum
Amount to be Aggregate Price Aggregate Amount of
Title of Securities to be Registered Registered Per Share (1) Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Shares of Beneficial Interest, $.01 par 25,000,000 $26.75 $668,750,000 $185,913
value............................................
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</TABLE>
(1) Estimated solely for purposes of calculating the amount of the
registration fee based upon the average of the high and low prices reported for
such shares on the New York Shares Exchange on June 21, 1999, pursuant to Rule
457(c).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement relating to these
securities has been declared effective by the Securities and Exchange
Commission. This prospectus is neither an offer to sell nor a solicitation of an
offer to buy these securities in any jurisdiction where such offer or sale is
unlawful.
SUBJECT TO COMPLETION, DATED JUNE 22, 1999
PROSPECTUS
EQUITY OFFICE PROPERTIES TRUST
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
25,000,000
COMMON SHARES OF BENEFICIAL INTEREST
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Equity Office Properties Trust, a Maryland real estate investment
trust, is a real estate investment trust that owns and manages its assets and
conducts substantially all of its business through EOP Operating Limited
Partnership, a Delaware limited partnership. With this prospectus, we are
offering participation in our Dividend Reinvestment and Share Purchase Plan to
record holders of common shares, as well as to other interested investors. The
Dividend Reinvestment and Share Purchase Plan is a simple, convenient and
low-cost means of investing in our common shares.
PLAN HIGHLIGHTS
- You may participate in the Plan if you own our common shares. If you
do not own any common shares, you can participate in the Plan by
making your initial investment in our common shares through the Plan
with a minimum initial investment of $1,000.
- Once you are enrolled in the Plan, you may buy additional common
shares by automatically reinvesting all or a portion of the cash
dividends paid on your common shares. To participate in the dividend
reinvestment feature of the Plan, you must hold and elect to
reinvest the dividends on a minimum of 10 common shares.
- Once you are enrolled in the Plan, you may buy additional common
shares by making optional cash investments of $250 to $5,000 per
month. In some instances, however, we may permit greater optional
cash investments.
Your participation in the Plan is entirely voluntary, and you may
terminate your participation at any time. If you do not elect to participate in
the Plan, you will continue to receive cash dividends, if and when declared by
our board of trustees, in the usual manner.
Our common shares are traded on the New York Stock Exchange under the
ticker symbol "EOP." The closing price of our common shares on June 21, 1999 was
$26 1/2 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or has determined if
this prospectus is adequate or accurate. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS JUNE , 1999.
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SUMMARY OF THE PLAN
The following summary of our Dividend Reinvestment and Share Purchase
Plan may omit information that may be important to you. You should carefully
read the entire text of the Plan contained in this prospectus beginning on page
6 before you decide to participate in the Plan.
ENROLLMENT: You can participate in the Plan if you own our common
shares by submitting a completed authorization form.
You may obtain an authorization form from the Plan's
Administrator, BankBoston, N.A. Please see Question 6
for more detailed information.
INITIAL INVESTMENT: If you do not own any of our common shares, you can
participate in the Plan by making an initial investment
in our common shares through the Plan with a minimum
initial investment of $1,000. Please see Question 5 for
more detailed information.
REINVESTMENT OF You can reinvest your cash dividends on all or a
DIVIDENDS: portion of your common shares. You will be able to
purchase additional common shares by reinvesting your
dividends. To participate in the dividend reinvestment
feature of the Plan, you must hold and elect to
reinvest the dividends on a minimum of 10 common share.
Please see Question 6 for more detailed information.
OPTIONAL CASH After you are enrolled in the Plan, you can buy
INVESTMENTS: additional common shares. You can invest a
minimum of $250 to a maximum of $5,000 in any one month.
Under some circumstances, we may approve a written
request to waive the $5,000 per month maximum amount.
Please see Question 6 for more detailed information.
SOURCE OF SHARES: The Administrator of the Plan will purchase our common
shares directly from us as newly issued common shares,
in the open market or in privately negotiated
transactions with third parties. Please see Question 8
for more detailed information.
PURCHASE PRICE: Under the Plan, with respect to reinvested dividends
and optional cash investments of $5,000 or less, the
purchase price for our common shares that the
Administrator purchases directly from us initially will
equal 100% of the average of the daily high and low
sales prices for a common share reported by the New
York Stock Exchange on the applicable Investment Date
or, if no trading occurs in our common shares on the
applicable Investment Date, the average of the daily
high and low sales prices for the first trading day
immediately preceding the Investment Date for which
trades are reported. Please see Question 8 for more
detailed information.
With respect to optional cash investments of greater
than $5,000, the purchase price for newly issued common
shares that the Administrator purchases directly from us
initially will equal 100% of the average of the daily
high and low sales prices of our common shares reported
by the New York Stock Exchange for the trading day
relating to each Investment Date, less any discount that
we may elect to offer in connection with a waiver of the
$5,000 limit. Please see Questions 8 and 10 for more
detailed information.
The purchase price for common shares purchased in the
open market or in privately negotiated transactions
with third parties will equal the price paid for the
shares on the relevant Investment Date. Please see
Question 8 for more detailed information.
The reinvestment of cash dividends in additional common
shares is not subject to a maximum limit. The Waiver
Discount, if any, described in the response to Question
10 will not be
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available for optional cash investments that do not
exceed $5,000, nor will these investments be subject to
the Minimum Waiver Price. However, Equity Office
reserves the right to grant a discount and set a
minimum price in the future for these investments.
Equity Office also reserves the right to offer a
discount or change any discount offered on common
shares purchased with reinvested dividends.
Optional cash investments of less than $250 and that
portion of any optional cash investment that exceeds
$5,000, unless the limit has been waived, will be
returned to the participant without interest.
TRACKING YOUR You will receive periodic statements of the transactions
INVESTMENTS: made in your Plan account. These statements will
provide you with details of the transactions and will
indicate the share balance in your Plan account.
Please see Question 14 for more detailed information.
ADMINISTRATION: BankBoston, N.A. initially will serve as the
Administrator of the Plan. EquiServe LLP, a registered
transfer agent, will provide administrative support to
the Administrator. You should send all correspondence
with the Administrator to: Equity Office Properties
Trust, c/o EquiServe LLP, P.O. Box 8040, Boston, MA
02266-8040. You may call the Administrator at
(888) 752-4831 (effective July 12, 1999). Please see
Question 4 for more detailed information.
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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 of 1933, with respect to the securities offered hereby. 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 the
contract or document filed as an exhibit to the registration statement for a
complete description. For further information regarding Equity Office and the
securities, 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 may 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 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.
b. Our Quarterly Report on Form 10-Q for the quarter ended March 31,
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 (File No. 333-26629).
We also incorporate by reference any future filings we make under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the common
shares to which this prospectus relates have been issued or the offering is
terminated. You should note than any of our future filings which are
incorporated by reference will automatically update and supersede the
information in this prospectus.
Copies of all documents which are incorporated herein by reference
(not including the exhibits to this information, unless these exhibits are
specifically incorporated by reference in this 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,
Chicago, Illinois 60606, Attention: Investor Relations (telephone
number: (800) 692-5304).
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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, and 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 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
the forward-looking statements, including risks and uncertainties, that could
cause actual results to differ materially from those in the forward-looking
statements.
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TERMS AND CONDITIONS OF THE PLAN
The following constitutes our Dividend Reinvestment and Share Purchase
Plan, as in effect beginning June 30, 1999. All references in this prospectus to
"common shares" refer to our common shares of beneficial interest, par value
$.01 per share.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The primary purpose of the Plan is to give holders of record of common
shares and other interested investors a convenient and economical way to
purchase and to reinvest all or a portion of their cash dividends in common
shares. A secondary purpose of the Plan is to provide us another way to raise
additional capital for general corporate purposes through sales of common shares
under the Plan.
PARTICIPATION OPTIONS
2. WHAT ARE MY INVESTMENT OPTIONS UNDER THE PLAN?
Once enrolled in the Plan, you may buy common shares through any of the
following investment options:
- FULL DIVIDEND REINVESTMENT. You may reinvest cash dividends paid
on all of your common shares to purchase additional common shares
if you have at least 10 common shares in your Plan account. This
option also permits you to make optional cash investments from
$250 to $5,000 per month to buy additional common shares.
- PARTIAL DIVIDEND REINVESTMENT. You may reinvest cash dividends
paid on a specified amount of your common shares to purchase
additional common shares if you have at least 10 common shares in
your Plan account. You must elect to reinvest the dividends on at
least 10 common shares. We will continue to pay you cash dividends
on the remaining common shares, when and if declared by our board
of trustees. This option also permits you to make optional cash
investments from $250 to $5,000 per month to buy additional common
shares.
- OPTIONAL CASH INVESTMENTS ONLY. You may make optional cash
investments from $250 to $5,000 per month to buy additional common
shares. If you currently do not own any of our common shares, you
can participate in the Plan by making a minimum initial investment
of $1,000. You may request, and in some instances we may approve,
a waiver from us permitting you to make optional cash investments
in an amount greater than $5,000 per month. See Question 10 to
learn how to request a waiver.
BENEFITS AND DISADVANTAGES
3. WHAT ARE THE BENEFITS AND DISADVANTAGES OF THE PLAN?
BENEFITS
Before deciding whether to participate in the Plan, you should consider
the following benefits of the Plan:
- There are no costs associated with the Plan that you must pay,
except for costs related to your voluntary selling of common
shares. Therefore, you will not pay brokerage commissions or
service fees to purchase common shares through the Plan, unless we
authorize the Administrator to purchase common shares in the open
market. Please see the "Plan Service Fees Schedule" attached as
Exhibit A for a detailed description of the costs for which you
will be responsible.
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- You will get the convenience of having all or a portion of your
cash dividends automatically reinvested in additional common
shares. Since the Administrator will credit fractional common
shares to your Plan account, you will receive full investment of
your dividends and optional cash investments.
- You will have the option of having your share certificates held
for safekeeping by the Administrator, insuring your protection
against loss, theft or destruction of the certificates
representing your common shares.
- You will simplify your record keeping by receiving periodic
statements which will reflect all current activity in your Plan
account, including purchases, sales and latest balances.
- You will have the flexibility of making optional cash investments
of $250 to $5,000 in any one month to buy additional common
shares. You may make these optional cash investments on a regular
or occasional basis.
- At any time, you may direct the Administrator to sell or transfer
all or a portion of the common shares held in your Plan account.
DISADVANTAGES
Before deciding whether to participate in the Plan, you should consider
the following disadvantages of the Plan:
- We are not now offering a discount on purchases of common shares
made through dividend reinvestments or optional cash investments,
although we reserve the right to offer any discount in the future.
- Without giving you prior notice, we may direct the Administrator
to buy common shares under the Plan either directly from us or in
the open market or in privately negotiated transactions with third
parties.
- Your reinvestment of cash dividends will result in you being
treated for federal income tax purposes as having received a
dividend on the dividend payment date, to the extent of our
earnings and profits. The dividend may give rise to a liability
for the payment of income tax without providing you with immediate
cash to pay the tax when it becomes due.
- You may not know the actual number of common shares that the
Administrator of the Plan buys for your account until after the
applicable "Investment Date", as we define that term in
Question 8.
- Because the Administrator of the Plan will buy common shares for
your account at an average price per share, the price paid for the
shares on any date may be greater than the price at which common
shares are then trading.
- Sales of common shares held in your Plan account may be delayed
up to three (3) business days.
- You will pay brokerage commissions or, as described in Exhibit
A, trading and transaction fees on the sale of common shares
held in your Plan account. You will also be charged for your
pro rata share of brokerage commissions on the purchase of
common shares which are acquired in the open market for your
Plan account should we elect not to issue such shares directly.
- The administrator will not pay interest on funds that it holds
pending reinvestment or investment.
- You may not pledge common shares deposited in your Plan account
unless you withdraw the shares from the Plan.
ADMINISTRATION
4. WHO WILL ADMINISTER THE PLAN?
ADMINISTRATOR. BankBoston, N.A., or another entity as we may
designate, will serve as the Administrator of the Plan. EquiServe LLP, a
registered transfer agent, will provide administrative support to the
Administrator. The Administrator:
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- acts as your agent,
- keeps records of all Plan accounts,
- sends your account statements to you,
- buys and sells, on your behalf, all common shares under the Plan,
and
- performs other duties relating to the Plan. You should send all
correspondence with the Administrator to:
Equity Office Properties Trust
c/o EquiServe LLP
Box 8040
Boston, MA 02266-8040
Telephone (888) 752-4831
SUCCESSOR TO ADMINISTRATOR. We may replace the Administrator at any
time. The Administrator may resign as Administrator of the Plan at any time. In
either case, we will appoint a successor Administrator, and will notify you of
the change.
PARTICIPATION
For purposes of this section, we have based our responses upon the
method by which you hold your common shares. Generally, you either are a record
owner or a beneficial owner. You are a record owner if you own common shares in
your own name. You are a beneficial owner if you own common shares that are
registered in a name other than your own; for example, if the shares are held in
the name of a broker, bank or other nominee. If you are a record owner, you may
participate directly in the Plan. If you are a beneficial owner, you will have
to either become a record owner by having ten or more shares transferred into
your own name or coordinate your participation in the Plan through the broker,
bank or other nominee in whose name your shares are held.
5. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
You may participate in the Plan if you meet the following requirements:
MINIMUM OWNERSHIP INTEREST. You may directly join the Plan if you are a
registered holder of common shares. For instructions on enrolling, see
Question 6.
There is no minimum requirement as to the number of common shares that
you must hold in your Plan account in order to participate in the optional cash
investment portion of the Plan. However, if you wish to reinvest all or a
portion of your dividends, you must hold at least 10 common shares in your Plan
account.
If you are an interested investor but not yet a shareholder, you
initially can purchase from us at least $1,000 of common shares in order to
participate in the Plan. This initial purchase will enable you to participate in
both the optional cash investment and dividend reinvestment portions of the
Plan. You may purchase common shares pursuant to this paragraph in the manner
set forth in the response to Question 8.
NON-TRANSFERABILITY OF RIGHT TO PARTICIPATE. You may not transfer your
right to participate in the Plan to another person.
FOREIGN LAW RESTRICTIONS. You may not participate in the Plan if it
would be unlawful for you to do so in the jurisdiction where you are a citizen
or reside. If you are a citizen or resident of a country other than the United
States, you should confirm that by participating in the Plan you will not
violate local laws governing, among other things, taxes, currency and exchange
controls, stock registration and foreign investments.
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EXCLUSION FROM PLAN FOR SHORT-TERM TRADING OR OTHER PRACTICES. You
should not use the Plan to engage in short-term trading activities that could
change the normal trading volume of the common shares. If you do engage in
short-term trading activities, we may prevent you from participating in the
Plan. The Company reserves the right to modify, suspend or terminate
participation in the Plan, by otherwise eligible holders of common shares, in
order to eliminate practices which are, in the Company's sole discretion, not
consistent with the purposes or operation of the Plan or which adversely affect
the price of the common shares. In addition to short-term trading activities, we
reserve the right to prevent you from participating in the Plan for any other
reason. It is in our sole discretion to exclude you from or terminate your
participation in the Plan.
ENROLLMENT
6. HOW DO I ENROLL IN THE PLAN?
If you are eligible to participate in the Plan, you may join the Plan
at any time. Once you enroll in the Plan, you will remain enrolled until you
withdraw from the Plan or we terminate the Plan.
THE AUTHORIZATION FORM. To enroll and participate in the Plan, you must
complete the enclosed Authorization Form and mail it to the Administrator of the
Plan at the address set forth in Question 4. If your common shares are
registered in more than one name (such as joint tenants or trustees), all
registered holders must sign the Authorization Form. If you are eligible to
participate in the Plan, you may sign and return the Authorization Form to join
the Plan at any time.
However, if you are a beneficial owner of common shares and wish to
enroll and participate in the Plan, you must do one of the following: (1)
instruct your broker to have your shares transferred to EquiServe LLP to be
held for your benefit and then request Plan materials by calling 1-888-752-4831;
or (2) contact your broker to have your brokerage account coded for full or
partial dividend reinvestment through the Depository Trust Company; or (3) if
you desire to participate in optional cash purchase transactions only, fill
out the enclosed Broker and Nominee Form.
If you are an interested investor but not presently a shareholder, and
you desire to participate in the Plan by making an initial purchase from us of
at least $1,000 of common shares, you may join the Plan by signing an
Authorization Form and forwarding it, together with the funds, to the
Administrator. You may obtain an Authorization Form at any time by writing to
the Administrator at the address set forth in Question 4.
CHOOSING YOUR INVESTMENT OPTION. When completing the Authorization
Form, you should choose one of the three investment options discussed in
Question 2 and repeated below:
- "Full Dividend Reinvestment"--This option directs the
Administrator to reinvest the cash dividends paid on all of the
common shares owned by you then or in the future in common shares.
To participate in the full dividend reinvestment feature of the
Plan, you must hold a minimum of 10 common shares in your Plan
account. This option also permits you to make optional cash
investments from $250 to $5,000 per month to buy additional common
shares.
- "Partial Dividend Reinvestment"--This option directs the
Administrator to reinvest cash dividends paid on a specified
number of common shares then owned by you in common shares. We
will continue to pay you cash dividends on the remaining common
shares, when and if declared by our board of trustees. To
participate in the partial dividend reinvestment feature of the
Plan, you must hold a minimum of 10 common shares in your Plan
account, and you must elect to reinvest the dividends on at least
10 common shares. This option also permits you to make optional
cash investments from $250 to $5,000 per month to buy additional
common shares.
- "Optional Cash Investments Only"--This option permits you to make
optional cash investments from $250 to $5,000 per month to buy
additional common shares. We will continue to pay you cash
dividends, when and if declared by our board of trustees, on the
common shares owned by you then or in the future, unless you
designate the shares for reinvestment pursuant to the Plan.
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You should choose your investment option by checking the appropriate
box on the Authorization Form. If you sign and return an Authorization Form
without checking an option, the Administrator will choose the "Full Dividend
Reinvestment" option and will reinvest all cash dividends on all common shares
registered in your name, provided that you are the registered holder of at least
10 common shares. If you are not the registered holder of at least 10 common
shares, the Administrator will choose the "Optional Cash Investments Only"
option.
The Administrator automatically will reinvest all cash dividends paid
on all common shares that you have designated for participation in the Plan
until you indicate otherwise or withdraw from the Plan, or until we terminate
the Plan. If you have elected to have your dividends reinvested, we will pay to
the Administrator dividends on all common shares held in your Plan account. The
Administrator will credit the common shares purchased with your reinvested
dividends to your Plan account.
CHANGING YOUR INVESTMENT OPTION. You may change your investment option
by completing and signing a new Authorization Form and returning it to the
Administrator of the Plan. The Administrator must receive any change at least
one business day before the record date for a dividend payment in order for
the change to become effective for that dividend payment. The Administrator also
must receive any change in the number of common shares that you have designated
for partial dividend reinvestment at least one business day before the record
date for a dividend payment in order to reinvest for the new number of shares on
the next Investment Date.
THE BROKER AND NOMINEE FORM. If you are a beneficial owner of common
shares and wish for your broker, bank or other nominee in whose name your shares
are held to participate in the Plan on your behalf, the broker, bank or other
nominee in whose name your shares are held must complete a Broker and Nominee
Form. The Broker and Nominee Form provides the only means by which a broker,
bank or other nominee in whose name your shares are held, may make optional cash
investments on your behalf. Your broker, bank or other nominee in whose name
your shares are held must submit a Broker and Nominee Form to the Administrator
each time the broker, bank or other nominee in whose name your shares are held
transmits optional cash investments on your behalf. You, your broker, bank or
other nominee in whose name your shares are held may request a Broker and
Nominee Form at any time by contacting the Administrator at the address set
forth in Question 4. Prior to submitting a Broker and Nominee Form, your broker,
bank or other nominee must have submitted a completed Authorization Form on your
behalf.
The Administrator must receive the Broker and Nominee Form and
appropriate instructions at least three business days before the applicable
Investment Date or the optional cash investment will not be invested until
the following Investment Date.
7. WHEN WILL MY PARTICIPATION IN THE PLAN BEGIN?
The date on which the Administrator receives your properly completed
Authorization Form will determine the date on which the Administrator will buy
common shares for your account. If you choose either the full or partial
dividend reinvestment option, the Administrator will begin to reinvest dividends
on the Investment Date after receipt of your Authorization Form, provided it
receives the Authorization Form at least one business day before the record
date set for the related dividend payment.
If you choose the optional cash investments only option and wish to
invest $5,000 or less in any one month, the Administrator will purchase
common shares for you on the Investment Date after receipt of both your
Authorization Form and the good funds to be invested, provided it receives
the Authorization Form and funds on or before the close of business on the
third business day immediately preceding the Investment Date. If the
Administrator receives your Authorization Form and funds for optional cash
investment after the third business day indicated above but before the
subsequent Investment Date, then the Administrator will hold your funds,
without interest, for investment on the next following Investment Date.
Please see the provisions of Question 10 if you wish to invest more than
$5,000.
Once you enroll in the Plan, you will remain enrolled in the Plan until
you withdraw from the Plan or we terminate the Plan.
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PURCHASES
8. HOW ARE SHARES PURCHASED UNDER THE PLAN?
INITIAL PURCHASE OF COMMON SHARES. If you are an interested investor
but not yet our shareholder, then you initially may direct the Administrator to
purchase for your account at least $1,000 worth of common shares, making you
eligible to participate in the Plan. You should send, together with your
Authorization Form, a check or money order, payable to BankBoston, N.A., in an
amount from $1,000 to $5,000 made out in U.S. funds drawn on a U.S. bank to the
Administrator at the address set forth in Question 4. The other provisions of
this Question 8 will apply to your purchase of common shares in this manner.
SOURCE OF THE COMMON SHARES. The Administrator will use all
dividends reinvested through the Plan and all optional cash investments to
buy either common shares directly from us, on the open market or in privately
negotiated transactions with third parties, or a combination thereof, at our
discretion. Common shares purchased directly from us will consist of newly
issued common shares. We cannot revise our determination that shares
purchased through the Plan will be purchased either (1) from us, or (2) on
the open market or in privately negotiated transactions, more than once every
three months.
INVESTMENT DATES. When the Administrator purchases common shares from
us, the purchases shall be made on the "Investment Date" in each month. If the
Administrator is buying common shares directly from us through dividend
reinvestment or optional cash investments of $5,000 or less, then the Investment
Date will occur on either (1) the dividend payment date during any month in
which we pay a cash dividend or (2) on or around the tenth business day of any
month in which we do not pay a cash dividend. See "Calendar of Expected
Events--Optional Cash Investments of $5,000 or Less" attached as Exhibit B
to this prospectus for a list of the expected Investment Dates.
If the Administrator is buying common shares directly from us through
an optional cash investment of greater than $5,000 pursuant to a request for
waiver (see Question 10 for how to obtain a waiver), then there will be ten
Investment Dates, each of which will occur on a separate "trading day", or a day
on which trades in our common shares are reported on the New York Stock
Exchange, in a Pricing Period, as defined in the next paragraph, with one-tenth
of your optional cash investment being invested on each trading day, subject to
the qualifications set forth under "Minimum Waiver Price" in Question 10 below.
The "Pricing Period" is the period encompassing the ten consecutive
trading days ending on either (1) the dividend payment date during any month in
which we pay a cash dividend or (2) on or around the tenth business day of any
month in which we do not pay a cash dividend. See "Calendar of Expected
Events--Optional Cash Investments of Greater than $5,000" attached as Exhibit B
to this prospectus for a list of the expected Pricing Period commencement and
conclusion dates.
If the Administrator is buying common shares for the Plan through
open market or privately negotiated transactions, then the Administrator will
reinvest dividends or make optional cash investments as soon as is practical
on or after the applicable Investment Date.
In the past, record dates for dividends have preceded the dividend
payment dates by approximately two weeks. We historically have paid dividends on
or about the tenth business day of each April, July and October and the last
business day of December. We cannot assure you that we will pay dividends
according to this schedule in the future, and nothing contained in the Plan
obligates us to do so. Neither we nor the Administrator will be liable when
conditions, including compliance with the rules and regulations of the
Commission, prevent the Administrator from buying common shares or interfere
with the timing of purchases.
We pay dividends as and when declared by our board of trustees. We
cannot assure you that we will declare or pay a dividend in the future, and
nothing contained in the Plan obligates us to do so. The Plan does not represent
a guarantee of future dividends.
PRICE OF COMMON SHARES. If the Administrator purchases common shares
directly from us, then with respect to reinvested dividends and optional cash
investments of $5,000 or less, the Administrator will pay a price equal to 100%
of the average of the daily high and low sales price for a common share reported
by the New York Stock Exchange on the applicable Investment Date,
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or, if no trading occurs in common shares on the applicable Investment Date, the
first trading day immediately preceding the Investment Date for which trades are
accepted.
If the Administrator purchases common shares directly from us, then
with respect to optional cash investments of greater than $5,000, the
Administrator will pay a price equal to 100% of the average of the daily high
and low sales prices of our common shares reported by the New York Stock
Exchange for each Investment Date in the Pricing Period. If we have granted a
Waiver Discount, as described in the response to Question 10, with respect to a
purchase under the Plan, the Administrator will receive the same discount when
purchasing the shares from us.
If the Administrator purchases common shares in the open market or in
privately negotiated transactions, then the Administrator will pay a price equal
to the weighted average purchase price paid by the Administrator for the shares.
Each participant will be charged a pro rata portion of any brokerage commissions
or other fees or charges paid by the Administrator in connection with such open
market purchases. The Administrator will purchase the shares as soon as is
practical on or after an Investment Date.
NUMBER OF SHARES TO BE PURCHASED. If you elect to participate in the
Plan by reinvesting your dividends, the Administrator will invest for you the
total dollar amount equal to the sum of (1) the dividend on all common shares,
including fractional shares, held in your Plan account for which you have
requested dividend reinvestment and (2) any optional cash investments to be made
as of that Investment Date.
If you elect to make only optional cash investments, the Administrator
will invest for you the total dollar amount equal to any optional cash
investments to be made as of that Investment Date.
As of any Investment Date, the Administrator will purchase for your
account the number of common shares equal to the total dollar amount to be
invested for you, as described above, divided by the applicable purchase price.
The Administrator will deduct from the amount to be invested for you any amount
that we are required to deduct for withholding tax purposes.
ADMINISTRATOR'S CONTROL OF PURCHASE TERMS. With respect to purchases of
common shares that the Administrator makes under the Plan, the Administrator, or
a broker that the Administrator selects, will determine the following:
- the exact timing of open market purchases;
- the number of common shares, if any, that the Administrator
purchases on any one day or at any time of that day;
- the prices for the common shares that the Administrator pays;
- the markets on which the Administrator makes the purchases; and
- the persons, including brokers and dealers, from or through which
the Administrator makes the purchases.
COMMINGLING OF FUNDS. When making purchases for an account under the
Plan, we or the Administrator may commingle your funds with those of other
investors participating in the Plan.
9. HOW DO I MAKE OPTIONAL CASH INVESTMENTS?
You may make optional cash investments at any time if you have
submitted a signed Authorization Form or your broker, bank or other nominee has
submitted a Broker and Nominee Form, and if you are (1) a registered holder of
common shares, (2) an interested investor who has purchased from us at least
$1,000 of common shares or (3) a beneficial owner of common shares and either
have directed your broker, bank or other nominee in whose name your shares are
held to transfer at least 10 common shares to your name or you have arranged
with your broker, bank or other nominee in whose name your shares are held to
participate in the Plan on your behalf.
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INITIAL OPTIONAL CASH INVESTMENTS. You may make an initial optional
cash investment when enrolling in the Plan by sending your properly completed
Authorization Form and a check or money order, payable to BankBoston, N.A., in
an amount from $1,000 to $5,000 made out in U.S. funds drawn on a U.S. bank to
the Administrator at the address set forth in Question 4 by the close of the
third business day preceding an Investment Date. Please see Question 10 if you
wish to make an optional cash investment of more than $5,000 in any month.
SUBSEQUENT OPTIONAL CASH INVESTMENTS. Once you enroll in the Plan and
make an initial investment, whether by dividend reinvestment or optional cash
investment, the Administrator will attach an Optional Cash Investment Form to
each statement of account it sends to you. To make an optional cash investment
once enrolled in the Plan, you should send a properly completed Optional Cash
Investment Form and a check or money order, payable to BankBoston, N.A., in an
amount from $250 to $5,000 made out in U.S. funds drawn on a U.S. bank to the
Administrator at the address set forth in Question 4 so that it is received by
the close of the third business day preceding an Investment Date.
If you are a beneficial owner of common shares you, through your
broker, bank or other nominee, must make all optional cash investments through
the use of a Broker and Nominee Form. See Question 6.
The Administrator will hold, without interest, all optional cash
investments that it receives after the close of business on the third
business day before an Investment Date through the next subsequent Investment
Date. The Administrator will invest the held-over funds on the next
subsequent Investment Date, provided that the next subsequent Investment Date
falls within 35 or fewer days. If the next subsequent Investment Date will
occur in more than 35 days, then the Administrator will return the funds to
you, without interest.
MINIMUM AND MAXIMUM LIMITS. For any Investment Date that you choose to
make an optional cash investment, you must invest at least $250 but not more
than $5,000. You may invest an amount greater than $5,000 in any month if you
obtain a prior written waiver from us to do so. See Question 10 to learn how to
request a waiver.
ITEMS TO REMEMBER WHEN MAKING OPTIONAL CASH INVESTMENTS. When making
your optional cash investment, you should consider the following:
- All optional cash investments must equal at least $250 but not
more than $5,000 per month;
- You do not have to make an optional cash investment in any month;
- You do not have to send the same amount of cash payment each
month;
- You must make all optional cash investments in United States
dollars; and
- You must send optional cash investments in the form of a check or
money order payable to BankBoston, N.A. Do not send cash.
REFUNDS OF UNINVESTED OPTIONAL CASH INVESTMENTS. To obtain a refund
of optional cash investments which the Administrator has not yet invested,
you must contact the Administrator at the address set forth in Question 4.
The Administrator must receive your request no later than two business days
prior to the Investment Date in order to refund your money for the Investment
Date.
NO INTEREST ON OPTIONAL CASH INVESTMENTS. You will not earn interest on
optional cash investments held pending investment. We therefore suggest that you
send any optional cash investment that you wish to make so as to reach the
Administrator as close as possible to the third business day preceding the next
Investment Date. You should contact the Administrator if you have any questions
regarding these dates.
RETURNED CHECKS FOR INSUFFICIENT FUNDS. In the event that any check is
returned unpaid for any reason, the Administrator will consider the request for
investment of the money null and void and will immediately remove from the
participant's account any common shares purchased upon the prior credit of the
money. The Administrator will be entitled to sell these common shares
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to satisfy any uncollected amounts. If the net proceeds of the sale of the
common shares are insufficient to satisfy the balance of the uncollected
amounts, the Administrator will be entitled to sell additional common shares
from the participant's account to satisfy the uncollected balance. A $25.00 fee
will be charged for any deposit returned unpaid.
10. HOW DO I MAKE AN OPTIONAL CASH INVESTMENT OVER THE MAXIMUM MONTHLY
AMOUNT?
If you wish to make an optional cash investment in excess of $5,000 for
any Investment Date, you must obtain our prior written approval by submitting a
request for waiver. To obtain a Request For Waiver Form, please call our Senior
Vice President-Investor Relations at (312) 466-3400. Once completed, you should
return the Request For Waiver Form to our Senior Vice President - Investor
Relations via facsimile at (312) 930-4486 no later than three (3) business days
preceding the start of the Pricing Period for the applicable Investment Date. If
we have approved your request for waiver, then you must send to the
Administrator a copy of our written waiver approval along with your optional
cash investment of greater than $5,000. The Administrator must receive your
optional cash investment in good funds pursuant to a Request For Waiver by the
close of business on the last business day immediately preceding the first day
of the Pricing Period. Subject to our right to establish a Minimum Waiver Price
or to suspend or terminate the plan, the investment decision is irrevocable.
Please see Question 9 for other provisions relating to optional cash
investments.
We have the sole discretion to approve any request to make an optional
cash investment in excess of the $5,000 maximum allowable amount. We may grant
the requests for waiver in order of receipt or by any other method that we
determine to be appropriate. We also may determine the amount that you may
invest pursuant to a waiver. In deciding whether to approve your request for
waiver, we may consider, among other things, the following factors:
- whether, at the time of the request, the Administrator is
acquiring common shares for the Plan directly from us or in the
open market or in privately negotiated transactions with third
parties;
- our need for additional funds;
- our desire to obtain the additional funds through the sale of
common shares as compared to other sources of funds;
- the purchase price likely to apply to any sale of common shares;
- the extent and nature of your prior participation in the Plan;
- the number of common shares you hold of record or beneficially;
and
- the total amount of optional cash investments in excess of $5,000
for which requests for waiver have been submitted.
MINIMUM WAIVER PRICE. We may set a minimum purchase price per share
(the "Minimum Waiver Price") for optional cash investments made pursuant to
requests for waiver for any Pricing Period. We will determine whether to set
a Minimum Waiver Price, and, if so, its amount, four business days before the
first day of a Pricing Period. We will notify the Administrator of the
Minimum Waiver Price, if any. In deciding whether to set a Minimum Waiver
Price, we will consider current market conditions, the level of participation
in the Plan and our current and projected capital needs.
We will fix the Minimum Waiver Price for a Pricing Period as a dollar
amount that the average of the high and low sale prices reported by the New York
Stock Exchange for each trading day of the Pricing Period must equal or exceed.
We will exclude from the Pricing Period and from the determination of the
purchase price any trading day within the Pricing Period that does not meet the
Minimum Waiver Price. Also, any day in which no trades of common shares are made
on the New York Stock Exchange will not be considered a "trading day" or an
Investment Date and will be excluded from the Pricing Period. Thus, for example,
if the Minimum Waiver Price is not met for two of the ten trading days in a
Pricing Period, then we will base the purchase price upon, and sell shares to
the Administrator only for, the remaining eight trading days in which the
Minimum Waiver Price was met.
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At the end of each Pricing Period we will return a portion of each
optional cash investment for each trading day of a Pricing Period for which
the Minimum Waiver Price is not met or for each day in which no trades of
common shares are reported on the New York Stock Exchange. The returned
amount will equal one-tenth of the total amount of the optional cash
investment, not just the amount exceeding $5,000, for each trading day that
the Minimum Waiver Price is not met or for each day in which no trades are
reported. Thus, for example, if the Minimum Waiver Price is not met or no
sales of our common shares are reported for two of the ten trading days in a
Pricing Period, then the Administrator will return two-tenths (or 20%) of the
optional cash investment to you without interest.
The establishment of the Minimum Waiver Price and the possible return
of a portion of the investment applies only to optional cash investments made
pursuant to a request for waiver. Setting a Minimum Waiver Price for a Pricing
Period will not affect the setting of a Minimum Waiver Price for any other
Pricing Period. We may waive our right to set a Minimum Waiver Price for any
particular month. Neither we nor the Administrator is required to give you
notice of the Minimum Waiver Price for any Pricing Period. However, you may
contact our Senior Vice President - Investor Relations on the Minimum Waiver
Price/Waiver Discount set date (indicated on "Calendar of Expected
Events--Optional Cash Investments of Greater than $5,000" attached as Exhibit B
to this prospectus) at (312) 466-3400 to learn whether we have set a Minimum
Waiver Price for that Pricing Period.
WAIVER DISCOUNT. We may, at our sole discretion, grant a discount on
the purchase of common shares under the Plan to any person who purchases in
excess of $5,000 of common shares in one month pursuant to an approved
request for waiver. The discount may be between 0% and 3%, inclusive, of the
market price of the common shares. We will determine whether to set a Waiver
Discount, and, if so, its amount, four business days before the first day of
a Pricing Period. We do not presently intend to offer a discount, and we may
not do so. The reinvestment of cash dividends in additional common shares is
not subject to a maximum limit. The Waiver Discount, if any, will not be
available for optional cash investments that do not exceed $5,000. However,
we reserve the right to grant a discount and set a minimum price in the
future for these investments. We also reserve the right to offer a discount
or change any discount offered on common shares purchased with reinvested
dividends.
Neither we nor the Administrator is required to give you notice of any
Waiver Discount or Minimum Waiver Price for any Pricing Period. However, you may
contact our Senior Vice President - Investor Relations on the Minimum Waiver
Price/Waiver Discount set date indicated on "Calendar of Expected
Events--Optional Cash Investments of Greater than $5,000" attached as Exhibit B
attached to this prospectus at (312) 466-3400 to learn whether we have set a
Waiver Discount for that Pricing Period.
11. WHAT IF I HAVE MORE THAN ONE ACCOUNT?
For purposes of the limitations discussed in Question 10, we may
aggregate all optional cash investments for Plan participants with more than one
account using the same social security or taxpayer identification number. If you
are unable to supply a social security or taxpayer identification number, we may
limit your participation to only one Plan account.
For purposes of the Plan, we may aggregate all Plan accounts that we
believe, in our sole discretion, to be under common control or management or to
have common ultimate beneficial ownership. Unless we have determined that
reinvestment of dividends and optional cash investments for each account would
be consistent with the purposes of the Plan, we will have the right to aggregate
all the accounts and to return, without interest, within 30 for dividend
reinvestment, or 35 for optional cash investment, days of receipt, any amounts
in excess of the investment limitations applicable to a single account received
in respect of all the accounts.
CERTIFICATES
12. WILL I RECEIVE CERTIFICATES FOR SHARES PURCHASED?
SAFEKEEPING OF CERTIFICATES. Unless your shares are held by a broker,
bank or other nominee, we will register common shares that the Administrator
purchases for your account under the Plan in your name. The Administrator will
credit the shares to your Plan account in "book-entry" form. This service
protects against the loss, theft or destruction of certificates evidencing
common shares.
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You also may send to the Administrator for safekeeping all certificates
for common shares which you hold. The Administrator will credit the common
shares represented by the certificates to your account in "book-entry" form and
will combine the shares with any whole and fractional shares then held in your
Plan account. In addition to protecting against the loss, theft or destruction
of your certificates, this service also is convenient if and when you sell
common shares through the Plan. See Question 13 to learn how to sell your common
shares under the Plan.
You may deposit certificates for common shares into your account
regardless of whether you have previously authorized reinvestment of dividends.
The Administrator automatically will reinvest all dividends on any shares
deposited in accordance with the Plan, unless you have instructed the
Administrator otherwise.
To deposit certificates for safekeeping under the Plan, you should
send your share certificates, in non-negotiable form, to the Administrator by
insured mail at the address specified in Question 4. You may withdraw any
shares deposited for safekeeping by contacting the Administrator.
ISSUANCE OF CERTIFICATES. Upon your contacting the Administrator or
upon our termination of the Plan, the Administrator will issue and deliver to
you certificates for all whole common shares credited to your Plan account.
The Administrator will not issue certificates for fractional common shares
but will issue a check representing the value of any fractional common shares
valued at the then current market price. The Administrator will handle the
requests at no cost to you. The Administrator will continue to credit any
remaining whole or fractional common shares to your account.
EFFECT OF REQUESTING CERTIFICATES IN YOUR NAME. If you request a
certificate for whole common shares held in your account, either of the
following may occur:
- If you maintain an account for reinvestment of dividends, then the
Administrator will continue to reinvest all dividends on the
common shares for which you requested a certificate so long as the
shares remain registered in your name; and
- If you maintain an account only for optional cash investments,
then the Administrator will not reinvest dividends on common
shares for which you requested a certificate unless and until you
submit an Authorization Form to authorize reinvestment of
dividends on the shares registered in your name.
TRANSFER RESTRICTIONS. You may not pledge, sell or otherwise transfer
common shares credited to your Plan account. If you wish to pledge, sell or
transfer the shares, you must first request that we issue a certificate for the
shares in your name.
SALE OF SHARES
13. HOW DO I SELL SHARES?
SALE OF SHARES HELD IN YOUR ACCOUNT. You may contact the Administrator
to sell all or any part of the common shares held in your Plan account. After
receipt of your request, the Administrator will sell the shares through a
designated broker or dealer. The Administrator will mail to you a check for
the proceeds of the sale, less applicable brokerage commissions, service
charges and any taxes. The Administrator will sell shares within three (3)
business days of receipt of the sale request, at then current market prices
through one or more brokerage firms.
If you sell or transfer only a portion of the common shares in your
Plan account, you will remain a participant in the Plan and may continue to make
optional cash investments and reinvest dividends, provided that you maintain the
10 share minimum dividend reinvestment eligibility threshold in your Plan
account. The Administrator will continue to reinvest the dividends on the common
shares credited to your account unless you notify the Administrator that you
wish to withdraw from the Plan.
COSTS OF SELLING SHARES. The Plan requires you to pay all costs
associated with the sale of your common shares under the Plan. Please see the
"Plan Service Fees Schedule" attached as Exhibit A hereto for a detailed
description of the costs.
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TERMINATION OF YOUR ACCOUNT UPON SALE OF ALL SHARES. If the
Administrator sells all common shares held in your Plan account, the
Administrator will automatically terminate your account. In this case, you will
have to complete and file a new Authorization Form to rejoin the Plan.
REPORTS
14. HOW WILL I KEEP TRACK OF MY INVESTMENTS?
Each time the Administrator makes an investment for your account,
whether by reinvestment of dividends or by optional cash investment, the
Administrator will send you a detailed statement that will provide the following
information with respect to your Plan account:
- total cash dividends received;
- total optional cash investments received;
- total number of common shares purchased, including fractional
shares;
- price paid per common share;
- date of share purchases; and
- total number of common shares in your Plan account.
You should retain these statements to determine the tax cost basis of
the shares purchased for your account under the Plan.
WITHDRAWAL
15. HOW WOULD I WITHDRAW FROM PARTICIPATION IN THE PLAN?
HOW TO WITHDRAW FROM THE PLAN. You may withdraw from the Plan at any
time. In order to withdraw from the Plan, you must provide written notice
instructing the Administrator to terminate your account. The Administrator
must receive written notice three business days before the record date for
any dividend payment in order to terminate your account prior to the dividend
payment date.
ISSUANCE OF SHARE CERTIFICATES UPON WITHDRAWAL FROM PLAN. Upon
termination of your Plan account, the Administrator will issue to you share
certificates for any whole common shares in your account. The Administrator will
convert to cash any fractional shares held in your account at the time of
termination at the then current market price of the common shares. After the
Administrator terminates your account, we will pay to you all cash dividends on
common shares owned by you unless you rejoin the Plan.
SELLING SHARES UPON WITHDRAWAL FROM PLAN. As an alternative to
receiving share certificates, upon termination of your Plan account you may
request in writing that the Administrator sell all or a portion of the common
shares (both whole and fractional) in your account. If you instruct the
Administrator only to sell a portion of your common shares, then the
Administrator will issue to you certificates for the remaining shares. The
Administrator will mail to you a check for the proceeds of the sale, less
applicable brokerage commissions, service charges and any taxes.
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REJOINING THE PLAN AFTER WITHDRAWAL. After you withdraw from the Plan,
you may rejoin the Plan at any time by filing a new Authorization Form with the
Administrator. However, the Administrator has the right to reject the
Authorization Form if you repeatedly join and withdraw from the Plan, or for any
other reason. The Administrator's exercise of this right is intended to minimize
unnecessary administrative expenses and to encourage use of the Plan as a
long-term shareholder investment service.
TAXES
16. WHAT ARE SOME OF THE TAX CONSEQUENCES OF MY PARTICIPATION IN THE PLAN?
The following is a summary of all material federal income tax
consequences of participation in the Plan. This summary is for general
information only and does not constitute tax advice. This summary does not
reflect every possible tax outcome or consequence that could result from
participation in the Plan. Also, this summary does not discuss your tax
consequences if you are not a United States citizen or a resident alien. We
advise you to consult your own tax advisors to determine the tax consequences
particular to your situation, including any applicable state, local or foreign
income and other tax consequences that may result from your participation in the
Plan and your subsequent sale of shares acquired pursuant to the Plan. Any state
tax consequences will vary from state to state, and any tax consequences to you
if you reside outside of the United States will vary from jurisdiction to
jurisdiction.
REINVESTMENT OF DIVIDENDS PAID ON COMMON SHARES. With respect to
common shares that the Administrator purchases from us with cash dividends
that you elect to have reinvested under the Plan, you will be treated for
federal income tax purposes as having received a distribution, with respect
to common shares, equal to the fair market value on the Investment Date of
the common shares credited to your Plan account, which should equal the
amount of cash dividends that you would have otherwise received, assuming
that we have not granted a discount on your purchase of common shares under
the Plan. With respect to common shares that the Administrator purchases on
the open market with cash dividends that you elect to have reinvested under
the Plan, you will be treated for federal income tax purposes as having
received a distribution equal to the price paid by the Administrator for the
common shares. In either case, you will be treated as receiving a distribution
even though you will not receive the distribution in cash. For federal income
tax purposes, distributions made by us will first be taxable as dividends to
the extent of our current and accumulated earnings and profits. To the extent
that the amount distributed by us exceeds our current and accumulated
earnings and profits, the distribution will next be treated as a return of
capital to you to the extent of your basis in your common shares, with any
excess being taxable to you as gain from the sale of common shares. If you
are a corporation, then the distributions that you receive from us which are
taxable as dividends will not be eligible for the dividends received
deduction.
All costs of administering the Plan, except for brokerage commissions
when shares are purchased on the open market and costs related to your voluntary
selling of common shares and/or withdrawal from the Plan, will be paid by us.
Consistent with the conclusion reached by the Internal Revenue Service in a
recent private letter ruling issued to another real estate investment trust, we
intend to take the position that these costs do not constitute a distribution
which is either taxable to you or which would reduce your basis in your common
shares. However, since the private letter ruling was not issued to us, we have
no legal right to rely on its conclusions. Thus, it is possible that the
Internal Revenue Service might view your share of the costs as constituting a
taxable distribution to you and/or a distribution which reduces the basis in
your common shares. For this or other reasons, we may in the future take a
different position with respect to the costs.
Your tax basis in the common shares acquired for your Plan account
generally will equal your cash distribution, including cash used to purchase
the shares and any cash used to pay brokerage commissions. If we elect to
offer a discount on the purchase price of shares you purchase with reinvested
cash distributions, your tax basis in the shares would include any amount of
the discount. Your holding period for the shares generally will begin on the
day following the Investment Date for the shares.
OPTIONAL CASH INVESTMENTS. If you make an optional cash investment, you
will not be treated as receiving a distribution from us if the fair market
value, determined as the average of the high and low trading prices, of the
common shares purchased with your optional cash payment on the Investment Date,
is equal to the amount of the optional cash payment under the Plan. The fair
market value of the common shares would equal the amount of the optional cash
payment so long as we do not offer a discount on the purchase price. In the
event we elect to provide a discount on the purchase price of purchased shares,
whether in connection
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with waiver purchases or otherwise, then the fair market value of the common
shares on the Investment Date will exceed the amount of the optional cash
payment and it is not entirely clear how your purchase should be treated for
federal income tax purposes. We currently intend to take the position for tax
reporting purposes either that no distribution from us has occurred in
connection with the optional cash purchase, or, alternatively, that any such
distribution is not taxable as a dividend. It is possible, however, that the
Internal Revenue Service might contend that current shareholders should be
treated for federal income purposes as having received a distribution from us,
and that all or a portion of such distribution should be treated as a taxable
dividend. In the future, we may, in light of subsequent developments in the tax
laws or for other reasons, treat as a taxable dividend all, or a portion, of the
excess of the fair market value of the common shares credited to a participant's
Plan account on the Investment Date less the amount of the optional cash
payment. You are encouraged to consult with your own tax advisor with regard to
the tax treatment of optional cash purchases.
Your tax basis in the common shares acquired through an optional cash
investment under the Plan generally will equal the amount of your optional cash
investment, including cash used to purchase the shares and any cash used to pay
brokerage commissions. If we elect to offer a discount on the purchase price of
shares you purchase by making an optional cash investment, and if the Internal
Revenue Service were to treat the discount as a distribution taxable as a
dividend, then your tax basis in the shares would include any amounts taxed as a
dividend. Your holding period for the shares generally will begin on the day
following the Investment Date for the shares.
INCOME TAX WITHHOLDING AND ADMINISTRATIVE EXPENSES. We or the
Administrator may be required to deduct as "backup withholding" thirty-one
percent (31%) of the dividends that we pay to any shareholder, regardless of
whether the dividends are reinvested pursuant to the Plan. Similarly, the
Administrator may be required to deduct backup withholding from the proceeds of
sales of common shares held in your Plan account. You will be subject to backup
withholding if:
- you fail to properly furnish us and the Administrator with your
correct tax identification number, or "TIN;"
- the Internal Revenue Service or any other governmental body or
agency notifies us or the Administrator that you have provided an
incorrect TIN;
- the Internal Revenue Service notifies us or the Administrator that
backup withholding should be commenced because you failed to
properly report dividends paid to you; or
- when required to do so, you fail to certify, under penalties of
perjury, that you are not subject to backup withholding.
If you are a foreign shareholder whose distributions are subject to
federal income tax withholding at the 30% rate (or a lower treaty rate), the
appropriate amount will be withheld and the balance in common shares will be
credited to your account. As a result of the Small Business Job Protection Act
of 1996, we intend to withhold an additional 10% of any distribution to a
foreign shareholder to the extent it exceeds our current and accumulated
earnings and profits.
All withholding amounts will be withheld from dividends before the
dividends are reinvested under the Plan. Therefore, if you are subject to
withholding, dividends which would otherwise be available for reinvestment under
the Plan will be reduced by the withholding amount. Any amount paid as
withholding will be creditable against your income tax liability.
DISPOSITION. When you withdraw shares from the Plan and receive whole
shares, you will not realize any taxable income. However, if you receive cash
for a fraction of a share, you will be required to recognize gain or loss with
respect to the fraction. You also will be required to recognize a gain or loss
whenever your shares are sold, whether the shares are sold by the Administrator
pursuant to your request or by you after the shares are withdrawn from the Plan.
Generally, the amount of the gain or loss that you will be required to recognize
will be the difference between the amount that you receive for the shares and
your tax basis in those shares.
EXCEEDING THE OWNERSHIP LIMITATION SET FORTH IN OUR DECLARATION OF
TRUST. For us to qualify as a real estate investment trust for federal income
tax purposes, no more than 50% in value of our outstanding shares may be
actually and/or constructively owned by five or fewer individuals, as defined in
the Internal Revenue Code to include entities, during the last half of a taxable
19
<PAGE>
year or during a proportionate part of a shorter taxable year (the "Closely-Held
Requirement"), and our common shares must be beneficially owned by 100 or more
persons during at least 335 days of a taxable year or during a proportionate
part of a shorter taxable year (the "100 Shareholder Requirement"). Because we
expect to continue to qualify as a real estate investment trust, our declaration
of trust contains an ownership restriction (the "Ownership Limitation"), which
is intended to help ensure compliance with these requirements, that no holder of
our shares may own, or be deemed to own by virtue of any of the attribution
rules of the Internal Revenue Code, more than 9.9% percent, in value or number
of shares, whichever is more restrictive, of our common shares or any series of
our preferred shares.
If a shareholder violates the Ownership Limitation or any other
restrictions in the Declaration of Trust, the shares held in violation will be
automatically transferred to a charitable trust for the benefit of a charitable
beneficiary, and the shareholder would not be entitled to dividends or the right
to vote those shares. In the case of transfers of shares causing a violation of
the Ownership Limitation or any other restriction in the Declaration of Trust,
the transfer may be treated as void AB INITIO and the purported transferee would
not be entitled to dividends or the right to vote those shares.
Under certain circumstances, our Board of Trustees may grant to
individuals an exemption from the Ownership Limitation, provided that certain
conditions are met and the Board is satisfied that the exemption would not
jeopardize our status as a REIT.
OTHER PROVISIONS
17. HOW CAN I VOTE MY SHARES?
We will send you proxy materials for any meeting of shareholders in
order to vote all whole common shares credited to your account. You may vote
your common shares either by designating the vote of the shares by proxy or by
voting the shares in person at the meeting of shareholders.
18. WHAT ARE THE COSTS OF THE PLAN?
We will pay service charges in connection with the reinvestment of
dividends and optional cash investments to purchase common shares which we
issue under the Plan. In the event, however, that we authorize the
Administrator to purchase common shares in the open market, you will be
responsible for your pro rata share of any brokerage commission incurred by
the Administrator. You will be responsible for any fees payable in connection
with your sale of shares from the Plan. Please see the "Plan Service Fees
Schedule" attached as Exhibit A hereto for a detailed description of the
costs.
19. WHAT ARE YOUR AND THE ADMINISTRATOR'S RESPONSIBILITIES?
We, any of our agents and the Administrator, in administering the Plan,
are not liable for any act done in good faith or for any good faith failure to
act, including, without limitation, any claim of liability (i) arising from the
failure to terminate your account upon your death or judgment of incompetence
prior to the Administrator's receipt of notice in writing of the death; (ii)
relating to the prices and times at which the Administrator buys or sells common
shares for your account; or (iii) relating to any fluctuation in the market
value of the common shares.
We, any of our agents and the Administrator will not have any duties,
responsibilities or liabilities other than those expressly set forth in the Plan
or as imposed by applicable laws, including federal securities laws. Since the
Administrator has assumed all responsibility for administering the Plan, we
specifically disclaim any responsibility for any of the Administrator's actions
or inactions in connection with the administration of the Plan. None of our
trustees, officers or shareholders shall have any personal liability under the
Plan.
20
<PAGE>
20. CAN I PLEDGE MY SHARES UNDER THE PLAN?
You may not pledge any common shares credited to your Plan account. Any
attempted pledge will be void. If you wish to pledge your common shares, you
first must withdraw the shares from the Plan. See Question 15 to learn how to
withdraw your shares under the Plan.
21. HOW CAN I TRANSFER MY SHARES?
You may transfer ownership of all or part of the common shares held in
your Plan account through gift, private sale or otherwise by mailing to the
Administrator, at the address in Question 4, a properly executed share
assignment, along with a letter with specific instructions regarding the
transfer. You also must mail to the Administrator an Authorization Form and a
Form W-9 (Certification of Taxpayer Identification Number) completed by the
person to whom you are transferring your shares.
You also may transfer ownership of all or part of the common shares
held in your Plan account into the account of another person within the Plan. To
complete a transfer, you must mail to the Administrator a letter with specific
instructions regarding the transfer and an Authorization Form completed by the
person to whom you are transferring your shares.
22. CAN THE PLAN BE AMENDED, MODIFIED, SUSPENDED OR TERMINATED?
Although we expect to continue the Plan indefinitely, we reserve the
right to amend, modify, suspend or terminate the Plan in any manner at any time.
We will notify you in writing of any modifications made to the Plan.
23. WHAT HAPPENS IF YOU TERMINATE THE PLAN?
If we terminate the Plan, you will receive a certificate for all whole
common shares held in your Plan account and a check representing the value of
any fractional common shares valued at the then current market price and any
uninvested dividends or optional cash investments held in your account.
24. ARE THERE ANY RISKS ASSOCIATED WITH THE PLAN?
Your investment in shares purchased under the Plan is no different from
any investment in shares that you hold directly. Neither we nor the
Administrator can assure you a profit or protect you against a loss on shares
that you purchase. You bear the risk of loss and enjoy the benefits of any gain
from changes in the market price with respect to common shares purchased under
the Plan.
25. HOW WILL YOU INTERPRET AND REGULATE THE PLAN?
We may interpret, regulate and take any other action in connection with
the Plan that we deem reasonably necessary to carry out the Plan. As a
participant in the Plan, you will be bound by any actions taken by us or the
Administrator.
26. WHAT LAW GOVERNS THE PLAN?
The laws of the State of Maryland will govern the terms, conditions and
operation of the Plan.
27. WHERE WILL NOTICES BE SENT?
The Administrator will address all of its notices to you at your last
known address. You should notify the Administrator promptly in writing of any
change of address.
21
<PAGE>
INFORMATION ABOUT EQUITY OFFICE
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. Equity Office owns and manages all of its assets and
conducts substantially all of its business through EOP Operating Limited
Partnership and its subsidiaries.
Our principal executive offices are located at Two North Riverside
Plaza, Chicago, Illinois 60606, and our telephone number is (312) 466-3300.
USE OF PROCEEDS
We will receive proceeds from the sale of common shares that the
Administrator purchases directly from us. We will not receive proceeds from the
sale of common shares that the Administrator purchases in the open market or in
privately negotiated transactions. We will use the proceeds from the sale of
common shares that the Administrator purchases directly from us for general
corporate purposes. We cannot estimate either the number of common shares or the
prices of the shares that we will sell in connection with the Plan.
PLAN OF DISTRIBUTION
Except to the extent the Administrator purchases common shares in the
open market or in privately negotiated transactions with third parties, we will
sell directly to the Administrator the common shares acquired under the Plan.
The shares, including shares acquired pursuant to requests for waivers, may be
resold in market transactions on any national securities exchange on which
common shares trade or in privately negotiated transactions. The common shares
currently are listed on the New York Stock Exchange.
Pursuant to the Plan, we may be requested to approve optional cash
investments in excess of the allowable maximum amounts pursuant to requests for
waiver on behalf of participants in the Plan that may be engaged in the
securities business. In deciding whether to approve a request for waiver, we may
consider relevant factors including, among other things, (i) whether, at the
time of the request, the Administrator is acquiring common shares for the Plan
directly from us or in the open market or in privately negotiated transactions
with third parties; (ii) our need for additional funds; (iii) our desire to
obtain the additional funds through the sale of common shares as compared to
other sources of funds; (iv) the purchase price likely to apply to any sale of
common shares; (v) the extent and nature of your prior participation in the
Plan; (vi) the number of common shares you hold of record; and (vii) the total
amount of optional cash investments in excess of $5,000 for which requests for
waiver have been submitted. We may sell common shares through the Plan to
persons who, in connection with the resale of the shares, may be considered
underwriters. In connection with these types of transactions, compliance with
Regulation M under the Exchange Act would be required. We will not give any
person any rights or privileges other than those that the person would be
entitled to as a participant under the Plan. We will not enter into any
agreement with any person regarding the person's purchase, resale or
distribution of shares. Under some circumstances, we may, however, approve
requests for optional cash investments in excess of the allowable maximum
limitations pursuant to requests for waivers.
Subject to the availability of common shares registered for issuance
under the Plan, there is no total maximum number of shares that can be issued
pursuant to the reinvestment of dividends and optional cash investments.
Except to the extent that we authorize the Administrator to purchase common
shares on the open market, we will pay all brokerage commissions and service
charges in connection with the reinvestment of dividends and optional cash
investments to purchase common shares under the Plan. You will have to pay
any fees payable in connection with your voluntary sale of shares from your
Plan account and/or withdrawal from the Plan.
22
<PAGE>
LEGAL MATTERS
Our counsel, Rosenberg & Liebentritt, P.C., Chicago, Illinois, will
issue an opinion to us regarding legal matters in connection with this offering,
including the validity of the issuance of the common shares offered pursuant to
the Plan. Tax matters will be passed upon by Hogan & Hartson L.L.P., Washington,
D.C., special tax counsel to Equity Office.
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.
23
<PAGE>
EXHIBIT A
PLAN SERVICE FEES SCHEDULE
<TABLE>
<S> <C>
Enrollment Fee for New Investors....................................................... No Charge
Initial Purchase of Shares............................................................. No Charge*
Sale of Shares (partial or full)**
Transaction Fee ..................................................................... $15.00 per sale transaction
Trading Fee ..................................................................... $0.12 per share
Reinvestment of Dividends.............................................................. No Charge*
Optional Cash Purchases................................................................ No Charge*
Gift or Transfer of Shares............................................................. No Charge
Safekeeping of Share Certificates...................................................... No Charge
Certificate Issuance................................................................... No Charge
Deposits Returned Unpaid............................................................... $25.00 per item
Duplicate Statements
Current Year ..................................................................... No Charge
Prior Year(s) ..................................................................... $20.00 per year requested
</TABLE>
- ---------------
* To the extent the Administrator purchases common shares in the open market,
you will be charged your pro rata share of any brokerage commissions
incurred for such purchase.
** The Administrator will deduct the applicable fees from the proceeds of a
sale. Note that upon sale of shares in connection with a withdrawal,
participant pays the transaction and trading fee described above rather
than brokerage fees. See item 15.
We reserve the right to amend or modify this Plan Service Fees Schedule at any
time.
A-1
<PAGE>
EXHIBIT B
CALENDAR OF EXPECTED EVENTS
Optional Cash Investments of $5,000 or Less
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Optional Cash Investment Due Date (1) Investment Date
- -------------------------------------------------------------------------------------------------
<S> <C>
8/10/99 8/13/99
- -------------------------------------------------------------------------------------------------
9/10/99 9/15/99
- -------------------------------------------------------------------------------------------------
10/08/99 10/14/99 (2)
- -------------------------------------------------------------------------------------------------
11/08/99 11/12/99
- -------------------------------------------------------------------------------------------------
12/23/99 12/29/99 (2)
- -------------------------------------------------------------------------------------------------
1/11/00 1/14/00
- -------------------------------------------------------------------------------------------------
2/09/00 2/14/00
- -------------------------------------------------------------------------------------------------
3/09/00 3/14/00
- -------------------------------------------------------------------------------------------------
4/11/00 4/14/00 (2)
- -------------------------------------------------------------------------------------------------
5/09/00 5/12/00
- -------------------------------------------------------------------------------------------------
6/09/00 6/14/00
- -------------------------------------------------------------------------------------------------
7/12/00 7/17/00 (2)
- -------------------------------------------------------------------------------------------------
8/09/00 8/14/00
- -------------------------------------------------------------------------------------------------
9/12/00 9/15/00
- -------------------------------------------------------------------------------------------------
10/10/00 10/13/00 (2)
- -------------------------------------------------------------------------------------------------
11/9/00 11/14/00
- -------------------------------------------------------------------------------------------------
12/26/00 12/29/00 (2)
- -------------------------------------------------------------------------------------------------
1/10/01 1/16/01
- -------------------------------------------------------------------------------------------------
2/09/01 2/14/01
- -------------------------------------------------------------------------------------------------
3/09/01 3/14/01
- -------------------------------------------------------------------------------------------------
4/10/01 4/16/01 (2)
- -------------------------------------------------------------------------------------------------
5/09/01 5/14/01
- -------------------------------------------------------------------------------------------------
6/11/01 6/14/01
- -------------------------------------------------------------------------------------------------
7/11/01 7/16/01 (2)
- -------------------------------------------------------------------------------------------------
8/09/01 8/14/01
- -------------------------------------------------------------------------------------------------
9/12/01 9/17/01
- -------------------------------------------------------------------------------------------------
10/09/01 10/12/01 (2)
- -------------------------------------------------------------------------------------------------
11/08/01 11/14/01
- -------------------------------------------------------------------------------------------------
12/24/01 12/28/01 (2)
- -------------------------------------------------------------------------------------------------
</TABLE>
- ---------------
(1) Optional cash investments of $5,000 or less are due three business days
before the Investment Date.
(2) Based upon our historical dividend payment dates, we may pay common
share dividends in this month. If our board of trustees declares the
common share dividend payments for this month, then the Investment Date
will be the dividend payment date in this month, and the Optional Cash
Investment Due Date may be adjusted accordingly.
B-1
<PAGE>
Optional Cash Investments of Greater than $5,000
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Minimum Waiver Price/Waiver Optional Cash Pricing Period Pricing Period Dividend
Discount Set Date(1) Investment Due Commencement Date Conclusion Date(3) Payment/Investment
Date(2) Date
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7/27/99 7/30/99 8/02/99 8/13/99 8/13/99
- ----------------------------------------------------------------------------------------------------------------------------
8/26/99 8/31/99 9/01/99 9/15/99 9/15/99
- ----------------------------------------------------------------------------------------------------------------------------
9/27/99 9/30/99 10/01/99 10/14/99 10/14/99 (4)
- ----------------------------------------------------------------------------------------------------------------------------
10/26/99 10/29/99 11/01/99 11/12/99 11/12/99
- ----------------------------------------------------------------------------------------------------------------------------
11/19/99 11/24/99 11/26/99 12/9/99 12/29/99 (4)
- ----------------------------------------------------------------------------------------------------------------------------
12/28/99 12/31/99 1/03/00 1/14/00 1/14/00
- ----------------------------------------------------------------------------------------------------------------------------
1/26/00 1/31/00 2/01/00 2/14/00 2/14/00
- ----------------------------------------------------------------------------------------------------------------------------
2/24/00 2/29/00 3/01/00 3/14/00 3/14/00
- ----------------------------------------------------------------------------------------------------------------------------
3/28/00 3/31/00 4/03/00 4/14/00 4/14/00 (4)
- ----------------------------------------------------------------------------------------------------------------------------
4/25/00 4/28/00 5/01/00 5/12/00 5/12/00
- ----------------------------------------------------------------------------------------------------------------------------
5/25/00 5/31/00 6/01/00 6/14/00 6/14/00
- ----------------------------------------------------------------------------------------------------------------------------
6/27/00 6/30/00 7/03/00 7/17/00 7/17/00 (4)
- ----------------------------------------------------------------------------------------------------------------------------
7/26/00 7/31/00 8/01/00 8/14/00 8/14/00
- ----------------------------------------------------------------------------------------------------------------------------
8/28/00 8/31/00 9/01/00 9/15/00 9/15/00
- ----------------------------------------------------------------------------------------------------------------------------
9/26/00 9/29/00 10/02/00 10/13/00 10/13/99 (4)
- ----------------------------------------------------------------------------------------------------------------------------
10/26/00 10/31/00 11/01/00 11/14/00 11/14/00
- ----------------------------------------------------------------------------------------------------------------------------
11/21/00 11/27/00 11/28/00 12/11/00 12/29/00 (4)
- ----------------------------------------------------------------------------------------------------------------------------
12/26/00 12/29/00 1/02/01 1/16/01 1/16/01
- ----------------------------------------------------------------------------------------------------------------------------
1/26/01 1/31/01 2/01/01 2/14/01 2/14/01
- ----------------------------------------------------------------------------------------------------------------------------
2/23/01 2/28/01 3/01/01 3/14/01 3/14/01
- ----------------------------------------------------------------------------------------------------------------------------
3/27/01 3/30/01 4/02/01 4/16/01 4/16/01 (4)
- ----------------------------------------------------------------------------------------------------------------------------
4/25/01 4/30/01 5/01/01 5/14/01 5/14/01
- ----------------------------------------------------------------------------------------------------------------------------
5/25/01 5/31/01 6/01/01 6/14/01 6/14/01
- ----------------------------------------------------------------------------------------------------------------------------
6/26/01 6/29/01 7/02/01 7/16/01 7/16/01 (4)
- ----------------------------------------------------------------------------------------------------------------------------
7/26/01 7/31/01 8/01/01 8/14/01 8/14/01
- ----------------------------------------------------------------------------------------------------------------------------
8/28/01 8/31/01 9/04/01 9/17/01 9/17/01
- ----------------------------------------------------------------------------------------------------------------------------
9/25/01 9/28/01 10/01/01 10/12/01 10/12/01 (4)
- ----------------------------------------------------------------------------------------------------------------------------
10/26/01 10/31/01 11/01/01 11/14/01 11/14/01
- ----------------------------------------------------------------------------------------------------------------------------
11/20/01 11/26/01 11/27/01 12/10/01 12/28/01 (4)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------
(1) The Minimum Waiver Price and the Waiver Discount, if any, will be
established four business days prior to the first day of the Pricing
Period. The Minimum Waiver Price and Waiver Discount only apply to
purchases made pursuant to an approved Request or Waiver.
(2) Optional cash investments of greater than $5,000 made pursuant to an
approved Request for Waiver are due by the close of business on the last
business day immediately preceding the first day of the Pricing Period.
(3) The Pricing Period relating to optional cash investments of greater than
$5,000 made pursuant to an approved Request for Waiver will be the ten
consecutive trading days ending on either (a) the dividend payment date
during any month in which we pay a cash dividend or (b) the tenth
business day of any month in which we do not pay a cash dividend.
B-2
<PAGE>
(4) Based upon our historical dividend payment dates, we may pay common
shares dividends in this month. If our board of trustees declares the
common shares dividend payments for this month, then the Pricing Period
Conclusion Date will be the dividend payment date in this month, and the
Minimum Waiver Price/ Waiver Discount Set Date, Optional Cash Investment
Due Date and Pricing Period Commencement Date may be adjusted
accordingly.
B-3
<PAGE>
U.S. EQUITY
MARKETS CLOSED IN 1999
<TABLE>
<S> <C>
New Years Day........................................................................................January 1
Martin Luther King Jr. Day...........................................................................January 18
Presidents Day.......................................................................................February 15
Good Friday..........................................................................................April 2
Memorial Day.........................................................................................May 31
Independence Day.....................................................................................July 5*
Labor Day............................................................................................September 6
Thanksgiving Day.....................................................................................November 25
Christmas Day........................................................................................December 24*
</TABLE>
- ------------------
* Observed
U.S. EQUITY
MARKETS CLOSED IN 2000
<TABLE>
<S> <C>
New Years Day........................................................................................January 1*
Martin Luther King Jr. Day...........................................................................January 17
Presidents Day.......................................................................................February 21
Good Friday..........................................................................................April 21
Memorial Day.........................................................................................May 29
Independence Day.....................................................................................July 4
Labor Day............................................................................................September 4
Thanksgiving Day.....................................................................................November 23
Christmas Day........................................................................................December 25
</TABLE>
- -------------------
* New Year's Day 2000 falls on a Saturday. The Exchange will be open for
regular trading hours on Friday, December 31, 1999 and Monday, January 3,
2000.
U.S. EQUITY
MARKETS CLOSED IN 2001
<TABLE>
<S> <C>
New Years Day........................................................................................January 1
Martin Luther King Jr. Day...........................................................................January 15
Presidents Day.......................................................................................February 19
Good Friday..........................................................................................April 13
Memorial Day.........................................................................................May 28
Independence Day.....................................................................................July 4
Labor Day............................................................................................September 3
Thanksgiving Day.....................................................................................November 22
Christmas Day........................................................................................December 25
</TABLE>
B-4
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE 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. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES, 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>
Plan Highlights..............................................................1
Summary of Plan..............................................................2
About this Prospectus........................................................4
Where You Can Find More Information..........................................4
Special Note Regarding Forward Looking
Statements.................................................................5
Terms and Conditions of the Plan.............................................6
Information about Equity Office.............................................22
Use of Proceeds.............................................................22
Plan of Distribution........................................................22
Legal Matters...............................................................23
Experts.....................................................................23
Exhibit A..................................................................A-1
Exhibit B..................................................................B-1
</TABLE>
25,000,000 SHARES
EQUITY OFFICE PROPERTIES TRUST
COMMON SHARES
OF
BENEFICIAL INTEREST
Offered solely
in connection with our
DIVIDEND REINVESTMENT
AND
SHARE PURCHASE PLAN
--------------------------
PROSPECTUS
---------------------------
JUNE __, 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>
<CAPTION>
<S> <C>
Registration Fee $186,781
Printing and Duplicating Expenses 50,000
Legal Fees and Expenses 50,000
Accounting Fees and Expenses 50,000
Miscellaneous 50,219
--------
Total $387,000
--------
--------
</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. Equity Office'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 Equity Office, 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 Equity Office and at the request of Equity Office, 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 Equity Office. The Bylaws obligate
Equity Office, 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 Equity Office and at the request of Equity
Office, 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 Equity Office to indemnify and
advance expenses to any person who served a predecessor of Equity Office in any
of the capacities described above and to any employee or agent of Equity Office
or a predecessor of Equity Office. The Bylaws require Equity Office to indemnify
a trustee or officer (or any former trustee or officer) who has been successful,
on the merits or otherwise, in the defense of any proceeding to which he is made
a party by reason of his service in that capacity against reasonable expenses
incurred in connection with the proceeding.
The Maryland REIT Law permits a Maryland REIT to indemnify and advance
expenses to its trustees, officers, employees and agents to the same extent as
permitted by the Maryland General Corporation Law, as amended from time to time
(the "MGCL"), for directors and officers of Maryland corporations. The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless 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
<PAGE>
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, Equity Office 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 Equity Office and (b) a written
undertaking by or on his behalf to repay the amount paid or reimbursed by Equity
Office if it shall ultimately be determined that the standard of conduct was not
met. In addition, Mr. Thomas E. Dobrowski, one of our trustees, 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 of
Trustees.
The limited partnership agreement of EOP Operating Limited Partnership
(the "Partnership Agreement") also provides for indemnification of Equity Office
and its officers and trustees to the same extent that indemnification is
provided to officers and trustee of Equity Office in its Declaration of Trust,
and limits the liability of Equity Office and its officers and trustees to EOP
Operating Limited Partnership and its respective partners to the same extent
that the Declaration of Trust limits the liability of the officers and trustees
of Equity Office to Equity Office and its shareholders.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to trustees, officers or persons controlling Equity Office
pursuant to the foregoing provisions, Equity Office 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
4.1 Form of Common Share Certificate*
5.1 Opinion of Rosenberg & Liebentritt, P.C. regarding the legality
of the securities being registered
8.1 Opinion of Hogan & Hartson L.L.P. regarding certain tax matters
23.1 Consent of Rosenberg & Liebentritt, P.C. (included as part of
Exhibit 5.1)
23.2 Consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 8.1
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (included in signature page)
---------------
*Incorporated herein by reference to Exhibit 5.1 to Equity Office's
Registration Statement on Form 8-A filed with the Commission on June 19, 1997.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in this registration statement;
PROVIDED, HOWEVER, that subparagraphs (i) and (ii) above shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the Securities offered herein, and the offering of such
Securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the Securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the Securities
offered herein, and the offering of such Securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to existing provisions
or arrangements whereby the Registrant may indemnify a director,
officer or controlling person of the Registrant against liabilities
arising under the Securities Act of 1933, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
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 31st day of May, 1999.
EQUITY OFFICE PROPERTIES TRUST
By: /s/ Timothy H. Callahan
----------------------------------------
Timothy H. Callahan
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned trustees and officers of Equity Office Properties
Trust, do hereby constitute and appoint 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 31st day of May, 1999.
SIGNATURE TITLE
--------- -----
/s/ Timothy H. Callahan President, Chief Executive Officer and
- ------------------------------ Trustee (principal executive officer)
Timothy H. Callahan
/s/ Richard D. Kincaid Chief Financial Officer (principal
- ------------------------------ financial officer and principal
Richard D. Kincaid accounting officer)
/s/ Samuel Zell Chairman of the Board of Trustees
- ------------------------------
Samuel Zell
/s/ Sheli Z. Rosenberg Trustee
- ------------------------------
Sheli Z. Rosenberg
/s/ Thomas E. Dobrowksi 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
II-4
<PAGE>
SIGNATURE TITLE
- --------- -----
/s/ David K. McKown Trustee
- ------------------------------
David K. McKown
/s/ H. Jon Runstad Trustee
- ------------------------------
H. Jon Runstad
/s/ Edwin N. Sidman Trustee
- ------------------------------
Edwin N. Sidman
/s/ D. J. Andre de Bock Trustee
- ------------------------------
D. J. Andre de Bock
II-5
<PAGE>
INDEX TO EXHIBITS
4.1 Form of Common Share Certificate*
5.1 Opinion of Rosenberg & Liebentritt, P.C. regarding
the legality of the securities being registered
8.1 Opinion of Hogan & Hartson L.L.P. regarding certain tax
matters
23.1 Consent of Rosenberg & Liebentritt, P.C. (included as
part of Exhibit 5.1)
23.2 Consent of Hogan & Hartson L.L.P. (included as part of
Exhibit 8.1)
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (included in signature page)
------------------------------------
*Incorporated herein by reference to Exhibit 5.1 to Equity Office's
Registration Statement on Form 8-A filed with the Commission on June 19, 1997.
II-6
<PAGE>
Exhibit 5.1
[Letterhead of Rosenberg & Liebentritt, P.C.]
June 22, 1999
Board of Trustees
Equity Office Properties Trust
Two North Riverside Plaza
Suite 2200
Chicago, IL 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 today
with the Securities and Exchange Commission, relating to the proposed public
offering of up to 25,000,000 common shares of beneficial interest, par value
$.01 per share, of the Company (the "Common Shares") issuable in connection
with the Company's Dividend Reinvestment and Share Purchase Plan (the
"Plan"). 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.
We assume that the classification, terms and conditions, amount,
issuance and sale of the Common Shares to be offered from time to time will
be duly authorized and determined by proper action by the Board of Trustees
of the Company consistent with the procedures and terms described in the
Registration Statement (each, a "Board Action") and in accordance with the
Company's Articles of Amendment and Restatement of Declaration of Trust (the
"Declaration of Trust"), and applicable Maryland law.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan, as certified by the Secretary of the Company on the
date hereof as being complete, accurate and in effect.
3. The Declaration of Trust of the Company, as certified by the Maryland
State Department of Assessments and Taxation on June 16, 1999 and by
the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
4. The Bylaws of the Company, as certified by the Secretary of the Company
on the date hereof as then being complete, accurate and in effect.
5. Resolutions of the Board of Trustees of the Company adopted on May 21,
1999, as certified by the Secretary of the Company on the date hereof
as then being
<PAGE>
Board of Trustees
June 22, 1999
Page 2
complete, accurate and in effect, relating to the adoption of the Plan
and the authorization of the issuance of the Common Shares under the
Plan.
6. A certificate of the Secretary of the Company dated June 22, 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
facsimile copies). We have also assumed that the Common Shares will not be
issued in violation of the ownership limit contained in the Company's
Declaration of Trust.
We call your attention to the fact that our firm only requires lawyers
to be qualified to practice law in the State of Illinois and, in rendering
the foregoing opinions, we express no opinion with respect to any laws
relevant to this opinion other than the laws and regulations identified
herein. With respect to the opinions below that relate to the laws of the
State of Maryland, with your consent, we rely solely on the opinion of Hogan
& Hartson L.L.P., a copy of which is attached hereto as EXHIBIT A. This
opinion letter is given, and all statements herein are made, in the context
of the foregoing.
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Common Shares, when issued and delivered in the manner and
on the terms described in the Registration Statement and the Plan, will be
validly issued, fully paid and nonassessable under the laws of the State of
Maryland.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has
been prepared solely for your use in connection with the filing of the
Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent (i) to be named in the Registration Statement, and in
the Prospectus, as attorneys who will pass upon the legality of the
Securities to be sold thereunder and (ii) to the filing of this opinion as an
Exhibit 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,
ROSENBERG & LIEBENTRITT, P.C.
/s/ Rosenberg & Liebentritt, P.C.
<PAGE>
Exhibit A
[Letterhead of Hogan & Hartson L.L.P.]
June 22, 1999
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1600
Chicago, Illinois 60606
Ladies and Gentlemen:
We are acting as special Maryland 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 today with the Securities and Exchange Commission, relating to the
proposed public offering of up to 25,000,000 common shares of beneficial
interest, par value $.01 per share, of the Company (the "Common Shares")
issuable in connection with the Company's Dividend Reinvestment and Share
Purchase Plan (the "Plan"). 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. 160 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. A copy of the Plan, as certified by the Secretary of the Company on
the date hereof as being complete, accurate and in effect.
3. 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 Secretary of
the Company on the date hereof as then being complete, accurate and
in effect.
4. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and in
effect.
<PAGE>
Rosenberg & Liebentritt, P.C.
June 22, 1999
Page 2
5. Resolutions of the Board of Trustees of the Company adopted on
May 21, 1999, as certified by the Secretary of the Company on
the date hereof as then being complete, accurate and in effect,
relating to the adoption of the Plan and the authorization of the
issuance of the Common Shares under the Plan.
9. A certificate of the Secretary of the Company dated June 22, 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 also have assumed that the Common Shares will not be issued
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, when issued and delivered in the manner and
on the terms described in the Registration Statement and the Plan, will be
validly issued, fully paid and nonassessable under the laws of the State of
Maryland.
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 A to
the legal opinion of Rosenberg & Liebentritt, P.C., 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,
HOGAN & HARTSON L.L.P.
<PAGE>
[Letterhead of Hogan & Hartson L.L.P.]
June 22, 1999
Equity Office Properties Trust
Two North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as special tax counsel to Equity Office Properties
Trust, 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 on June 22, 1999, relating to the
proposed public offering of up to 25,000,000 common shares of beneficial
interest, par value $.01 per share, of the Company (the "Common Shares"),
issuable in connection with the Company's Dividend Reinvestment and Share
Purchase Plan (the "Plan"). 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.
The opinion set forth in this letter is based on relevant provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations thereunder (including proposed and temporary Regulations), and
interpretations of the foregoing as expressed in court decisions, the
legislative history, and existing administrative rulings and practices of the
Internal Revenue Service (including its practices and policies in issuing
private letter rulings, which are not binding on the Internal Revenue Service
except with respect to a taxpayer that receives such a ruling), all as of the
date hereof. These provisions and interpretations are subject to change, which
may or may not be retroactive in effect, that might result in modifications of
our opinion. Our opinion does not foreclose the possibility of a contrary
determination by the Internal Revenue Service or a court of competent
jurisdiction, or of a contrary position by the Internal Revenue Service or the
Treasury Department in regulations or rulings issued in the future.
In rendering our opinion, we have examined such statutes, regulations,
records, certificates and other documents as we have considered necessary or
appropriate as a basis for such opinion, including the Registration Statement.
<PAGE>
Equity Office Properties Trust
June 22, 1999
Page 2
In our review, we have assumed, with your consent, that all of the
representations and statements set forth in the documents we reviewed are true
and correct, and all of the obligations imposed by any such documents on the
parties thereto have been and will be performed or satisfied in accordance with
their terms.
We assume for the purposes of this opinion that the Company is a
validly organized and duly incorporated real estate investment trust under the
laws of the State of Maryland.
Based upon, subject to, and limited by the assumptions and
qualifications set forth herein, we are of the opinion that the discussion in
the Registration Statement under the heading "Taxes," to the extent that it
discusses matters of law or legal conclusions or purports to describe certain
provisions of the federal tax laws is a correct summary of the matters discussed
therein as of the date hereof.
For purposes of the opinion stated above, the term "Registration
Statement" does not include the documents incorporated by reference in the
Registration Statement.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the date of this opinion letter, and we are not undertaking to
update the opinion letter from time to time. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of the firm therein.
Very truly yours,
Hogan & Hartson L.L.P.
<PAGE>
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 common shares of beneficial interest
related to the Dividend Reinvestment and Share Purchase Plan 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 February 9, 1999, except for
of Equity Office Properties Trust included in its Note 23, as to which the date
Annual Report (Form 10-K) for the year ended December 31, 1998 . . . is February 16, 1999
The following reports are included in the Current Report
of Equity Office Properties Trust on Form 8-K
dated January 7, 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
June 21, 1999
