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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): MAY 2, 2000
EOP OPERATING LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 001-13625 36-4156801
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
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TWO NORTH RIVERSIDE PLAZA, SUITE 2100, CHICAGO, ILLINOIS 60606
(Address of Principal Executive Offices) (Zip Code)
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(312) 466-3300
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On May 2, 2000, the Executive Committee of the Board of Trustees of
Equity Office Properties Trust, as general partner of EOP Operating Limited
Partnership, approved the Eleventh Amendment to the Agreement of Limited
Partnership of EOP Partnership. The Eleventh Amendment amends Sections 7.4,
8.5.C, and 14.1.B of the partnership agreement of EOP Partnership. On May 2,
2000, the Executive Committee of the Board of Trustees of Equity Office also
approved the First Amended and Restated Agreement of Limited Partnership of EOP
Partnership, which , in general, integrates the partnership agreement of EOP
Partnership and the prior amendments thereto into one document and incorporates
certain changes in applicable federal income tax laws.
On May 11, 2000, Equity Office, EOP Partnership, Cornerstone Properties
Inc. and Cornerstone Properties Limited Partnership executed the First Amendment
to Agreement and Plan of Merger, which, among other things, clarifies certain
provisions of the Merger Agreement and provides for a special dividend $.03 per
share of Cornerstone common stock to be paid prior to the closing of the
Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
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Exhibit
Number Description of Exhibit
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2.1 First Amendment to Agreement and Plan of Merger
(incorporated herein by reference to Exhibit 2.1
to the Form 8-K of Equity Office filed with the
SEC on May 12, 2000)
3.1 Eleventh Amendment to Agreement of Limited
Partnership of EOP Operating Limited
Partnership (incorporated herein by reference
to Exhibit 10.1 to the Form 8-K of Equity
Office filed with the SEC on May 12, 2000)
3.2 First Amended and Restated Agreement of
Limited Partnership of EOP Operating Limited
Partnership (incorporated herein by reference
to Exhibit 10.2 to the Form 8-K of Equity
Office filed with the SEC on May 12, 2000)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EOP OPERATING LIMITED PARTNERSHIP
By: EQUITY OFFICE PROPERTIES TRUST,
as general partner
By: /s/ Stanley M. Stevens
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Stanley M. Stevens
Executive Vice President, Chief
Legal Counsel and Secretary
Date: May 12, 2000
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit Page
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2.1 First Amendment to Agreement and Plan of Merger
(incorporated herein by reference to Exhibit 2.1
to the Form 8-K of Equity Office filed with the
SEC on May 12, 2000)
3.1 Eleventh Amendment to Agreement of Limited Partnership of
EOP Operating Limited Partnership (incorporated herein by
reference to Exhibit 10.1 to the Form 8-K of Equity Office
filed with the SEC on May 12, 2000)
3.2 First Amended and Restated Agreement of Limited
Partnership of EOP Operating Limited Partnership
(incorporated herein by reference to Exhibit 10.2 to the
Form 8-K of Equity Office filed with the SEC on May 12,
2000)
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