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PROSPECTUS
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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.
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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.
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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 July 23, 1999 was
$25 3/16 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.
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THE DATE OF THIS PROSPECTUS IS JULY 26, 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.
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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
DIVIDENDS: You can reinvest your cash dividends on all or a 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 shares. Please
see Question 6 for more detailed information.
OPTIONAL CASH
INVESTMENTS: After you are enrolled in the Plan, you can buy 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.
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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 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
INVESTMENTS: You will receive periodic statements of the transactions 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 LP, 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 LP, 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
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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).
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
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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.
- 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.
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- 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 LP, a registered transfer
agent, will provide administrative support to the Administrator. The
Administrator:
- 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 LP
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
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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.
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 LP 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
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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.
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
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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.
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.
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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, 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.
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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.
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
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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.
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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 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.
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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.
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.
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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.
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:
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- 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.
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;
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- 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.
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
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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 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
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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
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Revenue Code to include entities, during the last half of a taxable 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
22
<PAGE>
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. 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.
23
<PAGE>
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.
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
24
<PAGE>
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.
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.
25
<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>
- --------------------------------------------------------------------------------------------------
<S> <C>
OPTIONAL CASH INVESTMENT DUE DATE (1) INVESTMENT DATE
<CAPTION>
- --------------------------------------------------------------------------------------------------
<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>
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPTIONAL CASH DIVIDEND
MINIMUM WAIVER PRICE/WAIVER INVESTMENT DUE PRICING PERIOD PRICING PERIOD PAYMENT/INVESTMENT
DISCOUNT SET DATE(1) DATE(2) COMMENCEMENT DATE CONCLUSION DATE(3) DATE
<CAPTION>
- --------------------------------------------------------------------------------------------------------
<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 on our common
shares.
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............. 24
Use of Proceeds............................. 24
Plan of Distribution........................ 24
Legal Matters............................... 25
Experts..................................... 25
Exhibit A................................... A-1
Exhibit B................................... B-1
</TABLE>
25,000,000 SHARES
[LOGO]
EQUITY OFFICE
PROPERTIES TRUST
COMMON SHARES
OF
BENEFICIAL INTEREST
Offered solely
in connection with our
DIVIDEND REINVESTMENT
AND
SHARE PURCHASE PLAN
---------------------
PROSPECTUS
---------------------
JULY 26, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
