<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
EQUITY OFFICE PROPERTIES TRUST
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01
(Title of Class of Securities)
294741103
(CUSIP Number)
ANN F. CHAMBERLAIN, ESQ.
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK
10022-4873
(212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 19, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Page 1 of 5
<PAGE>
SCHEDULE 13D
CUSIP NO. 294741103
(1) Name of reporting person...... STICHTING PENSIOENFONDS VOOR
DE GEZONDHEID GEESTELIJKE EN
MAATSCHAPPELIJKE BELANGEN
S.S. or I.R.S. identification
Nos. of above persons.........
(2) Check the appropriate box if (a) / /
a member of a group (see
instructions) (b) / /
(3) SEC use only..................
(4) Source of funds (see
instructions)................. WC/OO
(5) Check if disclosure of legal
proceedings is required
pursuant to items 2(d) or 2(e) / /
(6) Citizenship or place of
organization.................. The Netherlands
Number of shares beneficially
owned by each reporting person
with:
(7) Sole voting power............. 22,039,277
(8) Shared voting power........... 0
(9) Sole dispositive power........ 22,039,277
(10) Shared dispositive power...... 0
(11) Aggregate amount beneficially
owned by each reporting person 22,039,277
(12) Check box if the aggregate
amount in Row (11) excludes
certain shares (see
instructions)................. / /
(13) Percent of class represented
by amount in Row (11)......... 7.34%
(14).. Type of reporting person (see
instructions)................. OO
Page 2 of 5
<PAGE>
EQUITY OFFICE PROPERTIES TRUST SCHEDULE 13D
AMENDMENT NO. 1
This Amendment No. 1 ("AMENDMENT NO. 1") amends a Statement
on Schedule 13D (the "SCHEDULE 13D"), dated as of February 11, 2000 and
filed by Stichting Pensioenfonds Voor De Gezondheid Geestelijke en
Maatschappelijke Belangen ("PGGM" or the "REPORTING PERSON"). This
Amendment No. 1 amends Items 3 and 5 of the Schedule 13D. Items 1, 2, 4,
6 and 7 are not amended hereby. Capitalized terms used in this Amendment
No. 1 not otherwise defined herein shall have the meanings ascribed to
such terms in the Schedule 13D.
This Amendment No. 1 is being filed to reflect that, in
connection with the consummation of the transactions contemplated in the
Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated February 11,
2000, between Equity Office Properties Trust ("EOP"), EOP Operating Limited
Partnership ("EOP PARTNERSHIP"), Cornerstone Properties Inc. ("CORNERSTONE")
and Cornerstone Properties Limited Partnership ("CORNERSTONE PARTNERSHIP"),
which consummation occurred on June 19, 2000 (the "EFFECTIVE DATE"), PGGM
received 19,497,177 Common Shares of EOP. This Amendment No. 1 corrects the
Schedule 13D previously filed which assumed that PGGM would receive
19,502,153 Common Shares of EOP in the Merger (based on a pro rata conversion
of the outstanding shares of Common Stock of Cornerstone held by all holders
of such shares to receive $7.06 cash and .7009 Common Shares of EOP).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On the Effective Date of the Merger Agreement, Cornerstone merged
with and into EOP and Cornerstone Partnership merged with and into EOP
Partnership. On the Effective Date, PGGM received 19,497,177 EOP common shares
(the "COMMON SHARES"). In addition, on Effective Date, PGGM already beneficially
owned 2,542,100 Common Shares.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER.
(a) In the Merger, PGGM acquired 19,497,177 Common Shares. In
addition, on the Effective Date, PGGM had beneficial ownership of 2,542,100
Common Shares. PGGM beneficially owns approximately 7.34% of the outstanding
Common Shares (calculated by dividing (1) the sum of (i) the number of Common
Shares that PGGM acquired in the Merger (19,497,177) plus (ii) the number of
Common Shares beneficially owned immediately prior to the date thereof by PGGM
(2,542,100) by (2) the number of Common Shares issued and outstanding as of the
Effective Date (300,164,233).
Page 3 of 5
<PAGE>
(b) As of the date of filing of this Schedule 13D, the Reporting
Person has the power to vote or to direct the vote of or the power to dispose or
direct the disposition of the Common Shares that are beneficially owned by it as
follows:
<TABLE>
<CAPTION>
BENEFICIAL RIGHT TO NO RIGHT TO
OWNERSHIP RIGHT TO VOTE DISPOSE VOTE OR DISPOSE
--------- ------------- ------- ---------------
<S> <C> <C> <C> <C>
PGGM 22,039,277 22,039,277 22,039,277 0
</TABLE>
(c) Not applicable.
(d) None.
(e) Not applicable.
Page 4 of 5
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: June 29, 2000
STICHTING PENSIOENFONDS VOOR DE GEZONDHEID
GEESTELIJKE EN MAATSCHAPPELIJKE BELANGEN
By: /s/ Jan H.W.R. Van Der Vlist
----------------------------------
Name: Jan H.W.R. Van Der Vlist
Title: Director Real Estate
By: /s/ Roderick M.S.M. Munsters
----------------------------------
Name: Roderick M.S.M. Munsters
Title: Managing Director Investments
Page 5 of 5
