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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): AUGUST 2, 2000
EOP OPERATING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 1-13625 36-4156801
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
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2 NORTH RIVERSIDE PLAZA
SUITE 2100
CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 466-3300
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5 - OTHER EVENTS
In connection with the registration statements on Form S-3 of EOP Operating
Limited Partnership (SEC File Nos. 333-58689 and 333-42928), attached as
exhibits to this form are the documents listed below:
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EXHIBIT DOCUMENT
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1.1 Underwriting Agreement dated August 2, 2000, by and among
EOP Operating Limited Partnership and Banc of America Securities LLC,
as representative of the several underwriters listed on Schedule A thereto
4.1 $360,000,000 8.10% Note due August 1, 2010
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the Notes
12.1 Statement of Computation of Ratios
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
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2
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SIGNATURE
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, its
general partner
Date: August 7, 2000 By: /s/ STANLEY M. STEVENS
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Stanley M. Stevens
Executive Vice President, Chief Legal
Counsel and Secretary
3
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EXHIBIT INDEX
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EXHIBIT DOCUMENT
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1.1 Underwriting Agreement dated August 2, 2000, by and among
EOP Operating Limited Partnership and Banc of America Securities LLC,
as representative of the several underwriters listed on Schedule A thereto
4.1 $360,000,000 8.10% Note due August 1, 2010
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the Notes
12.1 Statement of Computation of Ratios
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
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