<PAGE>
As filed with the Securities and Exchange Commission on February 11, 1999
File No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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 of Organization) Identification No.)
Two North Riverside Plaza, Suite 2200, Chicago, Illinois 60606
(Address of Principal Executive Offices)
AMENDED AND RESTATED
EQUITY OFFICE PROPERTIES TRUST
1997 SHARE OPTION AND SHARE AWARD PLAN
(Full Title of the Plan)
Stanley M. Stevens, Esq.
Chief Legal Counsel
Equity Office Properties Trust
Two North Riverside Plaza, Suite 2200
Chicago, Illinois 60606
(Name and Address of Agent for Service)
(312) 466-3300
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Ruth Pinkham Haring, Esq.
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza, Suite 1600
Chicago, Illinois 60606
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
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
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial Interest,
$.01 par value per share............... 8,499,434(2)(3) $26.03125 $221,250,891(2) $61,508(2)
===========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the amount of the
registration fee based upon the average high and low prices reported
for such shares on the New York Stock Exchange on February 10, 1999,
pursuant to Rule 457(h)(1).
(2) 11,121,786 of the Registrant's Common Shares of Beneficial Interest
(the "Common Shares") have previously been registered with the
Securities and Exchange Commission pursuant to an effective
Registration Statement on Form S-8. The amount of the registration fee,
therefore, relates to only those additional 8,499,434 Common Shares
being registered pursuant hereto.
(3) This Registration Statement shall also cover any Common Shares which
become issuable under the Amended and Restated Equity Office Properties
Trust 1997 Share Option and Share Award Plan by reason of any share
dividend, share split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding Common Shares.
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement of Equity Office Properties Trust (the
"Company") incorporates by reference the contents of the Company's previous
registration statement on Form S-8 dated August 13, 1997 (No. 333-33501)
covering 11,121,786 of the Company's common shares of beneficial interest, $.01
par value per share (the "Common Shares"), issuable upon the award of share
grants and the exercise of share options granted under the Amended and Restated
Equity Office Properties Trust 1997 Share Option and Share Award Plan (the
"Plan").
The Plan provides that the number of Common Shares issuable
thereunder shall equal 6.8% of the outstanding Common Shares calculated on a
fully-diluted basis on the first day of each calendar year, subject to the
occurrence of certain events (the "Maximum Number"). Based upon this
calculation as of January 1, 1999, the current Maximum Number of Common
Shares issuable under the Plan is 19,621,220. The total number of Common
Shares currently registered for issuance pursuant to the Plan is 11,121,786
and this registration statement covers the additional 8,499,434 Common Shares
to be registered hereunder.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable ground to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Chicago, Illinois, as of February 11, 1999.
EQUITY OFFICE PROPERTIES TRUST
(Registrant)
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 Samuel Zell 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 Company 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 February 11, 1999:
<TABLE>
<CAPTION>
Name Title
- ---- ------
<S> <C>
/s/ Timothy H. Callahan President, Chief Executive Officer and Trustee
- -------------------------------------------------
Timothy H. Callahan
/s/ Richard D. Kincaid Chief Financial Officer
- -------------------------------------------------
Richard D. Kincaid
/s/ Samuel Zell Chairman of the Board and Trustee
- -------------------------------------------------
Samuel Zell
/s/ Sheli Z. Rosenberg Trustee
- -------------------------------------------------
Sheli Z. Rosenberg
Trustee
- -------------------------------------------------
Thomas E. Dobrowski
/s/ James D. Harper, Jr. Trustee
- -------------------------------------------------
James D. Harper, Jr.
/s/ Jerry M. Reinsdorf Trustee
- -------------------------------------------------
Jerry M. Reinsdorf
/s/ William M. Goodyear Trustee
- -------------------------------------------------
William M. Goodyear
/s/ David K. McKown Trustee
- -------------------------------------------------
David K. McKown
/s/ H. Jon Runstad Trustee
- -------------------------------------------------
H. Jon Runstad
/s/ Edwin N. Sidman Trustee
- -------------------------------------------------
Edwin N. Sidman
/s/ D. J. A. de Bock Trustee
- -------------------------------------------------
D. J. A. de Bock
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Exhibit
Number Description
- --------- -------------
<S> <C>
4.1 * Amended and Restated Declaration of Trust of the Company.
(Exhibit 3.1 to the Registrant's Form S-11 Registration
Statement No. 333-26629.)
4.3 * Amended Bylaws of the Company. (Exhibit 3.2 to the
Registrant's Current Report on Form 8-K dated June 30, 1998.)
4.4 * Amended and Restated Equity Office Properties Trust 1997 Share
Option and Share Award Plan. (Exhibit 99.1 to the Registrant's
Current Report on Form 8-K dated June 30, 1998.)
5 Opinion of Rosenberg & Liebentritt, P.C. dated February 11,
1999.
23.1 Consent of Rosenberg & Liebentritt, P.C. (included as part of
Exhibit 5).
23.2 Consent of Ernst & Young LLP dated February 11, 1999.
23.3 Consent of PricewaterhouseCoopers LLP dated February 10,
1999.
</TABLE>
- ---------------
* Exhibits are incorporated herein by reference from prior filings.
II-4
<PAGE>
Exhibit 5
[Letterhead of Rosenberg & Liebentritt, P.C.]
February 11, 1999
Board of Trustees
Equity Office Properties Trust
Two North Riverside Plaza, Suite 2200
Chicago, Illinois 60606
Re: Registration Statement on Form S-8 Dated February 11, 1999
----------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Equity Office Properties Trust, a
Maryland real estate investment trust (the "Company"), in connection with the
registration of 8,499,434 (the "Issuance Shares") of the Company's common
shares of beneficial interest, $.01 par value per share ("Common Shares"),
covered by a Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "1933
Act"). The Issuance Shares are to be issued by the Company pursuant to the
Amended and Restated Equity Office Properties Trust 1997 Share Option and
Share Award Plan (the "Plan"). Capitalized terms used but not defined herein
shall have the meanings given to them in the Registration Statement. 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.
In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement, filed with the Commission,
pursuant to the 1933 Act;
2. The Articles of Amendment and Restatement of Declaration of
Trust of the Company (the "Declaration of Trust"), as certified by the
Maryland State Department of Assessments and Taxation ("SDAT") on January 25,
1999 and the Secretary of the Company, as being complete, accurate and in
effect;
3. The Bylaws of the Company, as certified by the Secretary of the
Company as being complete, accurate and in effect;
4. Resolutions adopted by the Board of Trustees of the Company
(the "Board") dated May 5, 1997, March 30, 1998 and May 15, 1998, and of the
Executive Committee of the Board dated February 5, 1999 relating to (i) the
approval and amendment of the Plan and (ii) the registration and issuance of
the Issuance Shares (collectively, the "Resolutions"), as certified by the
Secretary of the Company as being complete, accurate and in effect;
<PAGE>
5. A resolution of the shareholders of the Company adopted at the
annual meeting of shareholders held on May 15, 1998 relating to approval of
the amendment of the Plan, as certified by the Secretary of the Company as
being complete, accurate and in effect;
6. A specimen of the certificate evidencing a Common Share,
certified by the Secretary of the Company as being complete, accurate and in
effect;
7. A certificate of the SDAT dated February 5, 1999, certifying
that the Company is a real estate investment trust duly formed and existing
under and by virtue of the laws of Maryland;
8. A certificate executed by the Secretary of the Company, dated
February 11, 1999;
9. A copy of the Plan, as certified by the Secretary of the
Company as being complete, accurate and in effect; and
10. Such other documents and matters as we have deemed necessary or
appropriate to express the opinions set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
For purposes of rendering the opinions expressed below, we have not,
except as specifically identified above, made any independent review or
investigation of factual or other matters, including the organization,
existence, good standing, assets, business or affairs of the Company. In our
examination of the 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 have also
assumed the authenticity, accuracy and completeness of the foregoing
certifications (of public officials, governmental agencies and departments,
corporate officers and individuals) and statements of fact, on which we are
relying, and have made no independent investigation thereof. In rendering the
opinions expressed below we have relied as to factual matters, without
independent investigation, upon the representations, warranties and
certifications made by the Company in or pursuant to the Documents. This
opinion letter is given, and all statements herein are made, in the context
of the foregoing.
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 opinions set forth herein, 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.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. As of the date of the certificate referenced in Paragraph 7 above,
the Company was a real estate investment trust duly formed and existing under
and by virtue of the laws of Maryland.
2. The Issuance Shares are duly authorized and, if and when issued
and delivered against payment therefor in the manner described in the Plan
and in the Resolutions (assuming the sum of (i) all Common Shares issued and
outstanding as of the date hereof, (ii) any Common Shares issued between the
date hereof and the dates on which the Issuance Shares are actually
<PAGE>
issued (not including any of the Issuance Shares), and (iii) the Issuance
Shares will not exceed the total number of Common Shares that the Company is
authorized to issue), the Issuance Shares will be validly issued, fully paid
and nonassessable under Title 8 of the Corporations and Associations Article
of the Annotated Code of Maryland.
We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that
might change the opinion expressed herein after the date hereof.
This opinion is being furnished to the Company solely for submission
to the Commission as an exhibit to the Registration Statement and,
accordingly, may not be relied upon by, quoted in any manner to, or delivered
to any other person or entity without, in each instance, our prior written
consent.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
ROSENBERG & LIEBENTRITT, P.C.
<PAGE>
Exhibit A
[Letterhead of Hogan & Hartson L.L.P.]
February 11, 1999
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza
Suite 1600
Chicago, Illinois 60606
RE: EQUITY OFFICE PROPERTIES TRUST
Ladies and Gentlemen:
We have acted as special Maryland counsel to Equity Office Properties
Trust, a Maryland real estate investment trust (the "Company"), in connection
with certain matters of Maryland law arising out of the registration of
8,499,434 (the "Issuance Shares") of the Company's common shares of
beneficial interest, par value $.01 per share ("Common Shares"), covered by a
registration statement on Form S-8 (the "Registration Statement"), filed by
the Company with the Securities and Exchange Commission (the "Commission") on
the date hereof under the Securities Act of 1933, as amended (the "1933
Act"). The Issuance Shares are to be issued by the Company pursuant to the
Amended and Restated Equity Office Properties Trust 1997 Share Option and
Share Award Plan (the "Plan"). Capitalized terms used but not defined herein
shall have the meanings given to them in the Registration Statement. This
opinion letter is furnished to you at your request to enable the Company to
fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
Section 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. The Articles of Amendment and Restatement of
Declaration of Trust of the Company, as certified by
the Maryland State Department of Assessments and
Taxation (the "SDAT") on January 25, 1999 and as
certified by the Secretary of the Company on
February 5, 1999 as then being complete, accurate and in
effect.
3. The Bylaws of the Company, as certified by the
Secretary of the Company on February 5, 1999 as then
being complete, accurate and in effect.
4. Resolutions adopted by the Board of Trustees of the
Company (the "Board") dated May 5, 1997, March 30,
1998 and May 15, 1998, and of the Executive Committee
of the Board dated February 5, 1999 relating to (i)
the approval and amendment of the Plan and (ii) the
registration and issuance of the Issuance Shares, as
certified by the Secretary of the
<PAGE>
Company on February 5, 1999 as then being complete,
accurate and in effect (collectively, the "Resolutions").
5. Resolutions of the shareholders of the Company
adopted at the annual meeting of shareholders held on
May 15, 1998 relating to approval of the amendment of
the Plan, as certified by the Secretary of the
Company on February 5, 1999 as then being complete,
accurate and in effect.
6. A specimen of the certificate evidencing a Common
Share, as certified by the Secretary of the Company
on February 5, 1999 as then being complete, accurate
and in effect.
7. A certificate of the SDAT dated February 5, 1999,
certifying that the Company is a real estate
investment trust duly formed and existing under and
by virtue of the laws of Maryland.
8. A copy of the Plan, as certified by the Secretary of
the Company on February 5, 1999 as then being
complete, accurate and in effect.
9. A certificate of the Secretary of the Company dated
February 5, 1999.
For purposes of rendering the opinions expressed below, we have not,
except as specifically identified above, made any independent review or
investigation of factual or other matters, including the organization,
existence, good standing, assets, business or affairs of the Company. In our
examination of the aforesaid 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 have also
assumed the authenticity, accuracy and completeness of the foregoing
certifications (of public officials, governmental agencies and departments,
corporate officers and individuals) and statements of fact, on which we are
relying, and have made no independent investigation thereof. 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 Title 8 of
the Corporations and Associations Article of the Annotated Code of Maryland
(the "Maryland REIT Statute"), and we express no opinion as to any other
laws, statutes, ordinances, rules or regulations (such as state securities or
"blue sky" laws) or the real estate syndication laws of Maryland.
Based upon, subject to and limited by the foregoing, we are of the
opinion that:
(a) As of the date of the certificate referenced in Paragraph 7 above,
the Company was a real estate investment trust duly formed and existing under
and by virtue of the laws of Maryland.
(b) The Issuance Shares are duly authorized and, if and when issued and
delivered against payment therefor in the manner described in the Plan and in
the Resolutions (assuming the sum of (i) all Common Shares issued and
outstanding as of the date hereof, (ii) any Common Shares issued between the
date hereof and the dates on which the Issuance Shares are actually issued
(not including any of the Issuance Shares), and (iii) the Issuance Shares,
will not exceed the total number of Common Shares the Company is authorized
to issue), the Issuance Shares will be validly issued, fully paid and
nonassessable under the Maryland REIT Statute.
<PAGE>
* * * * *
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 in connection with the filing by the Company of your
firm's opinion as an exhibit to the Registration Statement. This opinion
letter 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.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
----------------------------
HOGAN & HARTSON L.L.P.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration
statement on Form S-8 pertaining to the Amended and Restated 1997 Share
Option and Share Award Plan of Equity Office Properties Trust, 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 of Equity Office February 23, 1998, except for
Properties Trust included in its Annual Report Note 25, as to which the date is
(Form 10-K, as amended by Form 10-K/A) for the year March 18, 1998
ended December 31, 1997
The following reports are included in the Current
Report of Equity Office Properties Trust on Form 8-K
dated June 26, 1998:
Statement of Revenue and Certain Expenses of Denver
Post Tower for the year ended December 31, 1997 April 28, 1998
Combined Statement of Revenue and Certain Expenses
301 Howard Street and 215 Fremont Street for the year
ended October 31, 1997 April 29, 1998
Combined Statement of Revenue and Certain Expenses of
the Mountain Properties for the year ended
December 31, 1997 April 28, 1998
Statement of Revenue and Certain Expenses of Millennium
Plaza for the year ended December 31, 1997 June 22, 1998
Statement of Revenue and Certain Expenses of Polk & Taylor
for the year ended December 31, 1997 June 18, 1998
Combined Statement of Revenue and Certain Expenses of
Colonnade I, Colonnade II, and the Walker Building
for the year ended December 31, 1997 June 12, 1998
Statement of Revenue and Certain Expenses of Columbia
Seafirst Center for the year ended December 31, 1997 July 1, 1998
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
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
</TABLE>
Chicago, Illinois
February 11, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Equity Office Properties Trust on Form S-8 of our reports dated
January 28, 1997, on our audits of the financial statements and financial
statement schedules of Beacon Properties Corporation, which reports were filed
with the Securities and Exchange Commission on the Form 8-K/A of Equity Office
Properties Trust on February 18, 1998.
/s/ PricewaterhouseCoopers LLP
---------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 11, 1999
