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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EQUITY OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
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MARYLAND 34-4151656
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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TWO NORTH RIVERSIDE PLAZA, SUITE 2100
CHICAGO, ILLINOIS 60606
(Address of principal executive offices, including zip code)
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STANLEY M. STEVENS, ESQ.
EXECUTIVE VICE PRESIDENT, CHIEF LEGAL COUNSEL AND SECRETARY
TWO NORTH RIVERSIDE PLAZA, SUITE 2100
CHICAGO, ILLINOIS 60606
(Name and address of agent for service)
(312) 466-3300
(Telephone number, including area code, for agent for service)
-----------------------
CORNERSTONE PROPERTIES INC.
1995 AND 1997 STOCK OPTION AGREEMENTS,
STOCK OPTION AGREEMENTS UNDER THE CORNERSTONE 1998 LONG-TERM INCENTIVE PLAN
AND DIRECTOR STOCK OPTION AGREEMENTS
(Full title of the plan)
Copy to:
J. WARREN GORRELL, JR., ESQ.
GEORGE P. BARSNESS, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF CLASS TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
OF SECURITIES BEING REGISTERED REGISTERED (1) PER SHARE PRICE (2) FEE (2)(3)
------------------------------------------ ---------------- --------------------- --------------------- -------------
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Common Shares of Beneficial Interest,
$.01 par value 3,681,212 Various $90,599,105 $23,918.16
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(1) This Registration Statement covers the maximum number of Common Shares of
the Registrant that could be issued in connection with the plans described
herein.
(2) Determined pursuant to Rule 457(h)(1).
(3) Previously paid by the Registrant in connection with a Registration
Statement on Form S-4 filed by the Registrant on March 30, 2000 (333-33600).
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EXPLANATORY NOTE
This Registration Statement covers the maximum number of Common Shares
of the Registrant that could be issued upon exercise of all outstanding options
under the Cornerstone Properties Inc. stock option plans described herein. The
Registrant assumed the obligations of Cornerstone under such plans upon the
consummation on June 19, 2000 of the merger of Cornerstone with and into the
Registrant pursuant to the terms of an Agreement and Plan of Merger dated as of
February 11, 2000, as amended, among the Registrant, EOP Operating Limited
Partnership, Cornerstone and Cornerstone Properties Limited Partnership.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees participating in the plans described herein as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions to Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Equity Office Properties Trust (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents filed by
it with the Commission:
(a) Annual Report on Form 10-K for the year ended December
31, 1999 filed on March 29, 2000;
(b) Amendment to Form 10-K on Form 10-K/A filed on May 12,
2000;
(c) Form 10-Q for the quarter ended March 31, 2000 filed on
May 15, 2000;
(d) Current Reports on Form 8-K filed on May 12, 2000 and
February 16, 2000; and
(e) The description of the Registrant's common shares of
beneficial interest, par value $0.01 per share ("Common
Shares"), contained in the Registrant's Registration
Statement on Form 8-A filed on June 17, 1997.
In addition, all documents filed by the Registrant subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents or reports. Any statement contained in
a document incorporated or deemed to be
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incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable (the Common Shares are registered under Section 12 of
the Exchange Act).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Title 8 of the Corporations and Associations Article of the Annotated
Code of Maryland, as amended from time to time (the "Maryland REIT Law"),
permits a Maryland real estate investment trust to include in its declaration of
trust a provision limiting the liability of its trustees and officers to the
trust and its shareholders for money damages except for liability resulting from
(a) actual receipt of an improper benefit or profit in money, property or
services or (b) active and deliberate dishonesty established by a final judgment
as being material to the cause of action. The Registrant's declaration of trust
contains such a provision which eliminates such liability to the maximum extent
permitted by the Maryland REIT law.
The Registrant's declaration of trust authorizes the Registrant, to the
maximum extent permitted by Maryland law, to obligate itself to indemnify and to
pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former trustee or officer or (b) any individual
who, while a trustee of the Registrant and at the request of the Registrant,
serves or has served as a director, officer, partner, trustee, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or any other enterprise from and against any claim or liability to which such
person may become subject or which such person may incur by reason of his or her
status as a present or former trustee or officer of the Registrant. The
Registrant's bylaws obligate the Registrant, to the maximum extent permitted by
Maryland law, to indemnify and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to (a) any present or former
trustee or officer who is made party to the proceeding by reason of his service
in that capacity or (b) any individual who, while a trustee or officer of the
Registrant and at the request of the Registrant, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a trustee, director, officer or partner of such corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reason of his service in that capacity,
against any claim or liability to which he or she may become subject by reason
of such status. The Registrant's declaration of trust and bylaws also permit the
Registrant to indemnify and advance expenses to any person who served a
predecessor of the Registrant in any of the capacities described above and to
any employee or agent of or a predecessor of the Registrant. The Registrant's
bylaws require the Registrant to indemnify a trustee or officer, or any former
trustee or officer, who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he or she is made a party by reason of his
service in that capacity against reasonable expenses incurred in connection with
the proceeding.
The Maryland REIT Law permits a Maryland REIT to indemnify and advance
expenses to its trustees, officers, employees and agents to the same extent as
permitted by the Maryland General Corporation Law, as amended from time to time
(the "MGCL"), for directors and officers of Maryland corporations. The MGCL
permits a corporation to indemnify its present and former directors and
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officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (x) was
committed in bad faith or (y) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper personal
benefit in money, property or services or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. The foregoing limitations on indemnification are
expressly set forth in the Registrant's bylaws. However, under the MGCL, a
Maryland corporation may not indemnify for any adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis that
a personal benefit was improperly received, unless, in either case, a court
orders indemnification and then only for expenses. Under the MGCL, as a
condition to advancing expenses, as required by the Registrant's bylaws, the
Registrant must first receive (a) a written affirmation by the trustee or
officer of his or her good faith belief that he or she has met the standard of
conduct necessary for indemnification by the Registrant and (b) a written
undertaking by or on his behalf to repay the amount paid or reimbursed by the
Registrant if it shall ultimately be determined that the standard of conduct was
not met. In addition, Mr. Dobrowski, a trustee of the Registrant, is indemnified
by General Motors Investment Management Corporation and will be covered by an
insurance policy maintained by General Motors Corporation, of which General
Motors Investment Management Corporation is a subsidiary, in connection with
serving on the Registrant's board of trustees.
The Registrant has entered into indemnification agreements with each of
its trustees and executive officers. The indemnification agreements require,
among other things, that the Registrant indemnify its trustees and executive
officers to the fullest extent permitted by law and advance to the trustees and
executive officers all related expenses, subject to reimbursement if it is
subsequently determined that indemnification is not permitted. Under these
agreements, the Registrant must also indemnify and advance all expenses incurred
by trustees and executive officers seeking to enforce their rights under the
indemnification agreements and may cover trustees and executive officers under
the Registrant's trustees and officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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Exhibit
Number Description
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5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the shares being registered
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
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ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price
represent no more than a 20 percent change in
the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in the periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby further undertakes that, for
the purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to
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existing provisions or arrangements whereby the Registrant may
indemnify a director, officer or controlling person of the
Registrant against liabilities arising under the Securities
Act, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on June 22, 2000.
EQUITY OFFICE PROPERTIES TRUST
By: /S/ TIMOTHY H. CALLAHAN
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Timothy H. Callahan
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 22nd day of June, 2000.
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SIGNATURE Title
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/S/ TIMOTHY H. CALLAHAN President, Chief Executive Officer and Trustee
----------------------- (principal executive officer)
Timothy H. Callahan
/S/ RICHARD D. KINCAID Chief Financial Officer (principal financial
----------------------- officer and principal accounting officer)
Richard D. Kincaid
/S/ SAMUEL ZELL Chairman of the Board of Trustees
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Samuel Zell
/S/ SHELI Z. ROSENBERG Trustee
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Sheli Z. Rosenberg
/S/ THOMAS E. DOBROWSKI Trustee
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Thomas E. Dobrowski
/S/ JAMES D. HARPER, JR. Trustee
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James D. Harper, Jr.
/S/ JERRY M. REINSDORF Trustee
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Jerry M. Reinsdorf
/S/ WILLIAM M. GOODYEAR Trustee
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William M. Goodyear
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/S/ DAVID K. MCKOWN Trustee
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David K. McKown
/S/ H. JON RUNSTAD Trustee
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H. Jon Runstad
/S/ EDWIN N. SIDMAN Trustee
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Edwin N. Sidman
/S/ D.J. ANDRE DE BOCK Trustee
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D. J. Andre de Bock
/S/ WILLIAM WILSON III Trustee
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William Wilson III
/S/ JOHN S. MOODY Trustee
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John S. Moody
/S/ JAN H.W.R. VAN DER VLIST Trustee
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Jan H.W.R van der Vlist
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION PAGE
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5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality
of the shares being registered
23.1 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
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