<PAGE>
PROSPECTUS
1,012,623 SHARES
EQUITY OFFICE PROPERTIES TRUST
COMMON SHARES OF BENEFICIAL INTEREST
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The selling shareholders named in this prospectus may offer and sell up to
1,012,623 of our common shares of beneficial interest. We may issue these shares
to selling shareholders who hold 1,012,623 units of limited partnership interest
in EOP Operating Limited Partnership, if and to the extent that the selling
shareholders redeem their units and we issue them common shares in exchange. The
registration of the shares does not necessarily mean that any of the shares will
be offered or sold by the selling shareholders. Although we will incur expenses
in connection with the registration of these shares, we will not receive any
cash proceeds if they are sold.
The common shares are listed on the New York Stock Exchange under the symbol
"EOP."
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU OTHERWISE.
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The selling shareholders may from time to time offer and sell all or a
portion of the offered shares in transactions on the NYSE or any other national
securities exchange or quotation service on which the offered shares are listed
or quoted at the time of the sale, in the over-the-counter market, in negotiated
transactions or otherwise, at prices then prevailing or related to the
then-current market price or at negotiated prices. The offered shares may be
sold directly or through agents or broker-dealers acting as principal or agent,
or in block trades or pursuant to a distribution by one or more underwriters on
a firm commitment or best-efforts basis. To the extent required, the names of
any agents or broker-dealers and applicable commissions or discounts and any
other required information with respect to any particular offer will be set
forth in this prospectus under the caption "Plan of Distribution" or in any
accompanying prospectus supplement. The selling shareholders reserve the right
to accept or reject, in whole or in part, any proposed purchase of the offered
shares to be made directly or through agents. The selling shareholders and any
agents or broker-dealers participating in the distribution of the offered shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, and any profit on the sale of offered shares by the selling shareholders
and any commissions received by any agents or broker-dealers may be deemed to be
underwriting commissions or discounts under the Securities Act.
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The date of this prospectus is October 29, 1999
<PAGE>
ABOUT THIS PROSPECTUS
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3, of which this prospectus is a part, under the Securities
Act, with respect to the offered shares. This prospectus does not contain all of
the information set forth in the registration statement, portions of which we
have omitted as permitted by the rules and regulations of the Commission.
Statements contained in this prospectus as to the contents of any contract or
other document are not necessarily complete. If the Commission's rules and
regulations require that a contract or document be filed as an exhibit to the
registration statement, we refer you to the copy of that contract or document
filed as an exhibit to the registration statement for a complete description.
For further information regarding Equity Office and the offered shares, we refer
you to the registration statement and its exhibits and schedules which may be
obtained from the Commission at its principal office in Washington, D.C. upon
payment of the fees prescribed by the Commission.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and file annual, quarterly and special reports, proxy statements and
other information with the Commission. You may read and copy any materials we
file with the Commission at the Public Reference Room of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New
York, New York 10048. You may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. In addition, we file
many of our documents electronically with the Commission, and you may access
those documents over the internet. The Commission maintains a "web site" that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The address is
"http://www.sec.gov."
The common shares are listed on the NYSE under the symbol "EOP," our series
A preferred shares are listed on the NYSE under the symbol "EOPprA," our series
B preferred shares are listed on the NYSE under the symbol "EOPprB," and our
series C preferred shares are listed on the NYSE under the symbol "EOPprC." You
can inspect any reports, proxy statements and other information we file with the
NYSE at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
The Commission allows us to "incorporate by reference" the information we
file with them in this prospectus. This helps us disclose certain information to
you by referring you to the documents we file. The information we incorporate by
reference is an important part of this prospectus. We incorporate by reference
each of the documents listed below.
a. Our Annual Report on Form 10-K for the year ended December 31, 1998.
b. Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999, as amended.
c. Our Current Reports on Form 8-K filed with the Commission on January 20,
1999 and April 21, 1999.
d. Our Registration Statement on Form 8-A, which incorporates by reference
a description of the common shares from our Registration Statement on
Form S-11 (Reg. No. 333-26629).
2
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in or incorporated by reference into this prospectus
and any accompanying prospectus supplement contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act. We intend the
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements contained in Section 27A of the Securities Act. These
forward-looking statements relate to, without limitation, future economic
performance, our plans and objectives for future operations and projections of
revenue and other financial items, which can be identified by the use of
forward-looking terminology such as "may," "will," "should," "expect,"
"anticipate," "estimate" or "continue" or the negative thereof or other
variations thereon or comparable terminology. The cautionary statements
incorporated by reference from our 1998 Annual Report on Form 10-K under the
caption "Risk Factors" and other similar statements contained in this prospectus
or any accompanying prospectus supplement identify important factors with
respect to such forward-looking statements, including certain risks and
uncertainties, that could cause actual results to differ materially from those
in such forward-looking statements.
THE COMPANY
Equity Office was formed to continue and expand the national office property
business organized by Samuel Zell, our Chairman of the Board. Equity Office, a
real estate investment trust, is the managing general partner of, and controls a
majority of the limited partnership interests in, EOP Operating Limited
Partnership. We own all of our assets and conduct substantially all of our
business through EOP Operating and its subsidiaries.
Our principal executive offices are located at Two North Riverside Plaza,
Suite 2200, Chicago, Illinois 60606, and our telephone number is (312) 466-3300.
We maintain regional offices in Los Angeles, Denver, Houston, Chicago, Atlanta
and Washington, D.C.
NO PROCEEDS TO THE COMPANY
Equity Office will not receive any of the proceeds from sales of shares by
the selling shareholders. Most of the costs and expenses incurred in connection
with the registration under the Securities Act of the offered shares will be
paid by Equity Office. The selling shareholders will pay any brokerage fees and
commissions, fees and disbursements of legal counsel for the selling
shareholders and share transfer and other taxes attributable to the sale of the
offered shares.
3
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SELLING SHAREHOLDERS
The selling shareholders received their offered shares in connection with
Equity Office's acquisition of an office property located in Palo Alto,
California in October 1999. Equity Office may issue the offered shares to
selling shareholders holding up to 1,012,623 units of limited partnership
interest in EOP Operating if the selling shareholders redeem their units and we
issue them common shares in exchange. The following table provides the name of
each selling shareholder, the number of common shares owned by each selling
shareholder before the offering to which this prospectus relates, and the number
of shares offered by each selling shareholder. As used in this prospectus, the
term "selling shareholder" also includes transferees, assignees, distributees or
pledgees of any person identified as a selling shareholder. Except as the
footnotes to the table below indicate, the number of shares offered by a selling
shareholder represent common shares that Equity Office may issue on redemption
of the selling shareholder's units. Since the selling shareholders may sell all,
some or none of their shares, Equity Office cannot estimate the number of shares
that will be sold by the selling shareholders or that will be owned by the
selling shareholders upon completion of the offering. The offered shares
represent less than one percent of the total number of Equity Office's common
shares outstanding as of October 1, 1999.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES SHARES
NAME OF SELLING SHAREHOLDER OWNED* OFFERED*
- --------------------------- ---------- ----------
<S> <C> <C>
Adrienne Nassau............................................. 6,119 6,119
Samstock/Alpha, L.L.C. (1).................................. 2,248,758 161,586
ANDA Partnership............................................ 2,944,719 127,180
Edward H. Schwartz.......................................... 12,239 12,239
Henry A. Proesel Descendants Trust Partnership.............. 39,166 39,166
Hugh M. Hefner 1991 Trust................................... 146,876 146,876
Isabelle Kole Stein Trust................................... 6,119 6,119
James V. Proesel Marital Exempt Trust....................... 9,791 9,791
Judith Grossman Molinsky.................................... 12,239 12,239
LFT Partnership............................................. 481,972 113,668
Morton H. Friedman.......................................... 24,479 24,479
Morton S. Grossman.......................................... 24,479 24,479
Robert H. & Ann Lurie Trust................................. 13,315 13,315
Robert Scot Building Venture................................ 24,479 24,479
RSB Properties Trust (2).................................... 12,314 12,314
Seiler Trust UTA dated 3/15/95 26,319 16,319
Seiler Family Revocable Trust dated 9/18/90................. 4,079 4,079
Helen S. Fredkin Revocable Trust............................ 4,079 4,079
Samstock/SZRT, L.L.C. (3)................................... 131,356 14,162
Samstock/ZGPI, L.L.C. (4)................................... 5,321 5,321
SGM & PIM Trust............................................. 48,958 48,958
Steven Kole Trust........................................... 9,179 9,179
Susan Handelman Miller...................................... 3,059 3,059
Victor A. Lownes, III....................................... 12,239 12,239
Samstock/ZFT, L.L.C. (5).................................... 7,249,865 161,179
---------- ----------
Total..................................................... 13,501,518 1,012,623
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</TABLE>
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* The number of shares includes all common shares Equity Office may issue to
the selling shareholder on redemption of units owned by the selling
shareholder and all common shares which
4
<PAGE>
the selling shareholder could acquire upon exercise of options or warrants
exercisable within 60 days.
(1) Samuel Zell, Chairman of the Board of Equity Office, is a beneficiary of
trusts which are the sole partners of the partnership that is the sole
member of Samstock/Alpha, L.L.C. Sheli Rosenberg, a trustee of Equity
Office, is an officer of Samstock/Alpha, L.L.C. The number of shares owned
by Samstock/Alpha, L.L.C. includes 258,179 common shares owned directly and
1,990,579 common shares which may be issued by Equity Office on redemption
of units held by Samstock/Alpha, L.L.C.
(2) Samuel Zell, Chairman of the Board of Equity Office, is the trustee of
RSB Properties Trust.
(3) Samuel Zell, Chairman of the Board of Equity Office, is the beneficiary of
the trust which is the sole member of Samstock/SZRT, L.L.C. Sheli
Rosenberg, a trustee of Equity Office, is an officer of Samstock/SZRT,
L.L.C. The number of shares owned by Samstock/SZRT, L.L.C. includes
27,348 common shares owned directly and 104,008 common shares which may be
issued by Equity Office on redemption of units held by Samstock/SZRT,
L.L.C.
(4) Samuel Zell, Chairman of the Board of Equity Office, is a beneficiary of a
trust which is the owner of the sole member of Samstock/ZGPI, L.L.C. Sheli
Rosenberg, a trustee of Equity Office, is an officer of Samstock/ZGPI,
L.L.C.
(5) Samuel Zell, Chairman of the Board of Equity Office, is a beneficiary of
trusts which are the sole partners of the partnership that is the sole
member of Samstock/ZFT, L.L.C. Sheli Rosenberg, a trustee of Equity Office,
is an officer of Samstock/ZFT, L.L.C. The number of shares owned by
Samstock/ZFT, L.L.C. includes 1,239,466 common shares owned directly and
6,010,399 common shares which may be issued by Equity Office on redemption
of units held by Samstock/ZFT, L.L.C.
PLAN OF DISTRIBUTION
Any of the selling shareholders may from time to time, in one or more
transactions, sell all or a portion of the offered shares on the NYSE or any
other national securities exchange or quotation service on which the offered
shares are listed or quoted at the time of sale, in the over-the-counter market,
in negotiated transactions, in underwritten transactions or otherwise, at prices
then prevailing or related to the then current market price or at negotiated
prices. The offering price of the offered shares from time to time will be
determined by the selling shareholders and, at the time of determination, may be
higher or lower than the market price of the common shares on the NYSE. In
connection with an underwritten offering, underwriters or agents may receive
compensation in the form of discounts, concessions or commissions from a selling
shareholder or from purchasers of offered shares for whom they may act as
agents. Underwriters may sell offered shares to or through dealers, and the
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Under agreements that may be entered into by Equity
Office, underwriters, dealers and agents who participate in the distribution of
offered shares may be entitled to indemnification by Equity Office against
liabilities under the Securities Act or otherwise, or to contribution with
respect to payments which the underwriters, dealers or agents may be required to
make. The offered shares may be sold directly or through broker-dealers acting
as principal or agent, or pursuant to a distribution by one or more underwriters
on a firm commitment or best-efforts basis. Broker-dealers acting as pricipal or
agent may receive compensation in the form of discounts, concessions or
commissions from a selling shareholder or from purchasers of offered shares for
whom they may act as agents. The methods by which the offered shares may be sold
include:
- a block trade in which the broker-dealer so engaged will attempt to sell
the offered shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction;
5
<PAGE>
- purchases by a broker-dealer as principal and resale by such broker-dealer
for its account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- an exchange distribution in accordance with the rules of the NYSE;
- privately-negotiated transactions; and
- underwritten transactions.
The selling shareholders and any underwriters, dealers or agents
participating in a distribution of the offered shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profit on the
sale of the offered shares by the selling shareholders and any commissions
received by any such broker-dealers may be deemed to be underwriting commissions
under the Securities Act.
When a selling shareholder elects to make a particular offer of shares, a
prospectus supplement, if required, will be distributed which will identify any
underwriters, dealers or agents and any discounts, commissions and other terms
constituting compensation from the selling shareholder and any other required
information.
To comply with any applicable state securities laws, the offered shares may
be sold only through registered or licensed brokers or dealers. In addition, in
some states, the offered shares may not be sold unless they have been registered
or qualified for sale in the state or an exemption from registration or
qualification requirement is available and is satisfied.
Equity Office has agreed to pay all costs and expenses incurred in
connection with the registration under the Securities Act of the offered shares,
including:
- all registration and filing fees,
- printing expenses, and
- fees and disbursements of counsel and accountants for Equity Office.
The selling shareholders will pay any brokerage fees and commissions, fees
and disbursements of legal counsel for the selling shareholders and stock
transfer and other taxes attributable to the sale of the offered shares. Equity
Office also has agreed to indemnify each of the selling shareholders and their
respective officers, directors and trustees and each person who controls, within
the meaning of the Securities Act, a selling shareholder against losses, claims,
damages, liabilities and expenses arising under the securities laws in
connection with this offering. Each of the selling shareholders has agreed to
indemnify Equity Office, its officers and each person who controls, within the
meaning of the Securities Act, the Company, and each of the other selling
shareholders, against any losses, claims, damages, liabilities and expenses
arising under the securities laws in connection with this offering with respect
to written information furnished to Equity Office by the selling shareholder;
provided, however, that the indemnification obligation is several, not joint, as
to each selling shareholder.
6
<PAGE>
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 1998 and the statements of revenue and certain
expenses for Park Avenue Tower and Worldwide Plaza appearing in our Current
Report on Form 8-K dated January 7, 1999 and filed January 20, 1999, as set
forth in their reports which are incorporated by reference in this prospectus
and elsewhere in the registration statement. Our consolidated financial
statements and schedule and the statements of revenue and certain expenses are
incorporated by reference in reliance on Ernst & Young LLP's reports, given on
their authority as experts in accounting and auditing.
LEGAL MATTERS
The legality of the offered shares will be passed upon for Equity Office by
Hogan & Hartson L.L.P., Washington, D.C.
7
<PAGE>
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY EQUITY OFFICE OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE OFFERED
SHARES, IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN THE AFFAIRS OF EQUITY OFFICE SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
About This Prospectus................. 2
Where You Can Find More Information... 2
Special Note Regarding Forward-Looking
Statements.......................... 3
The Company........................... 3
No Proceeds to the Company............ 3
Selling Shareholders.................. 4
Plan of Distribution.................. 5
Experts............................... 7
Legal Matters......................... 7
</TABLE>
1,012,623 SHARES
EQUITY OFFICE PROPERTIES TRUST
COMMON SHARES OF
BENEFICIAL INTEREST
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PROSPECTUS
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OCTOBER 29, 1999
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