<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 22, 1998)
[LOGO]
EOP OPERATING LIMITED PARTNERSHIP
$500,000,000
8.375% NOTES DUE MARCH 15, 2006
INTEREST PAYABLE MARCH 15 AND SEPTEMBER 15
ISSUE PRICE: 99.864%
The Notes will mature on March 15, 2006. Interest will accrue from March 21,
2000. We may redeem the Notes in whole or in part at the redemption prices
described on pages S-4 and S-5. We will issue the Notes in minimum denominations
of $1,000 increased in multiples of $1,000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the Notes or passed upon the adequacy
or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
<TABLE>
- ------------------------------------------------
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS THE COMPANY
- ------------------------------------------------
<S> <C> <C> <C>
Per Note 99.864% .625% 99.239%
- ------------------------------------------------
Total $499,320,000 $3,125,000 $496,195,000
- ------------------------------------------------
</TABLE>
We do not intend to apply for listing of the Notes on any national securities
exchange. Currently, there is no public market for the Notes.
We expect that delivery of the Notes will be made to investors on or about
March 21, 2000.
J.P. MORGAN & CO.JJOINT MANAGING BOOKRUNNERS MERRILL LYNCH & CO.
------------------------------------
GOLDMAN, SACHS & CO. MORGAN STANLEY DEAN WITTER
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
LEHMAN BROTHERS
SALOMON SMITH BARNEY
WARBURG DILLON READ
LLC
March 16, 2000
<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 22, 1998)
[Equity Office Logo]
EOP OPERATING LIMITED PARTNERSHIP
$500,000,000 -8.375% NOTES DUE MARCH 15, 2006
INTEREST PAYABLE MARCH 16 AND SEPTEMBER 15
The 2006 Notes will mature on March 15, 2006. Interest will accrue from
March 21, 2000. We may redeem the Notes in whole or in part at the redemption
prices described on page S--. We will issue the Notes in minimum
denominations of $1,000 increased in multiples of $1,000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the Notes or passed upon the adequacy
or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
<TABLE>
<CAPTION>
- ----------------------------------------------------- ------------------- ---------------------- ---------------------
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS THE PARTNERSHIP
- ----------------------------------------------------- ------------------- ---------------------- ---------------------
<S> <C> <C> <C>
Per 2006 Note 99.864% .675% .250%
- ----------------------------------------------------- ------------------- ---------------------- ---------------------
Total $ $ $
- ----------------------------------------------------- ------------------- ---------------------- ---------------------
</TABLE>
We do not intend to apply for listing of the Notes on any national securities
exchange. Currently, there is no public market for the Notes.
We expect that delivery of the Notes will be made to investors on or about March
21, 2000.
---------------------
JOINT MANAGING BOOKRUNNERS
J.P. MORGAN & CO. MERRILL LYNCH & CO.
---------------------
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.
GOLDMAN, SACHS & COMPANY
LEHMAN BROTHERS
MORGAN STANLEY DEAN WITTER
SOLOMON SMITH BARNEY
WARBURG DILLON READ LLC
March 16, 2000
<PAGE>
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not, and the underwriters have not, authorized any other person to
provide you with different or additional information. If anyone provides you
with different or additional information, you should not rely on it. We are
not, and the underwriters are not, making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus supplement and the
accompanying prospectus is accurate as of their dates. Our business,
financial condition, results of operations and prospects may have changed
since then.
--------------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
EOP Operating Limited Partnership.................................................. S-3
Recent Developments................................................................ S-3
Use of Proceeds.................................................................... S-4
Description of Notes............................................................... S-4
Underwriting....................................................................... S-6
Legal Matters...................................................................... S-7
PROSPECTUS
Special Note Regarding Forward-Looking Statements.................................. 2
Available Information.............................................................. 2
Incorporation of Certain Documents by Reference.................................... 2
The Company........................................................................ 4
Use of Proceeds.................................................................... 4
Ratios of Earnings to Combined Fixed Charges....................................... 4
Description of Debt Securities..................................................... 4
Description of Warrants............................................................ 17
Plan of Distribution............................................................... 18
Experts............................................................................ 19
Legal Matters...................................................................... 19
</TABLE>
--------------------
S-2
<PAGE>
EOP OPERATING LIMITED PARTNERSHIP
We have a national portfolio of 294 buildings comprising approximately 77.0
million square feet in 23 states and the District of Columbia. We have an
ownership presence in 35 markets and 81 submarkets, enabling us to provide
premium office space for a wide range of local, regional and national customers.
We and our general partner, Equity Office Properties Trust, were formed to
continue and expand the national office property business organized by Samuel
Zell, Chairman of the Board of Equity Office.
RECENT DEVELOPMENTS
LEND LEASE TRANSACTION
We sold various interests in 12 office properties to Lend Lease Australia/US
Realty I, Inc. on December 14, 1999. Lend Lease acquired its interests in these
office properties for approximately $452.5 million cash and assumed mortgage
debt of approximately $81.4 million. After the partial sale of these office
properties, mortgage debt will be placed on SunTrust Center and Bank One Center
in the amount of approximately $50.0 and $65.0 million, respectively. Our share
of the proceeds from the mortgage debt financing will be approximately $28.8
million prior to payment of loan fees and costs.
CORNERSTONE MERGER AGREEMENT
On February 11, 2000, we entered into an Agreement and Plan of Merger with
Equity Office Properties Trust, Cornerstone Properties Inc. and Cornerstone
Operating Limited Partnership, which provides for:
- the merger of Cornerstone Partnership with and into us; and
- the merger of Cornerstone with and into Equity Office.
The total purchase price to be paid by Equity Office in the merger will be
approximately $4.6 billion, including the assumption of approximately $1.8
billion in debt, the payment of $1.1 billion in cash and the issuance of
approximately 63.6 million new Equity Office common shares of beneficial
interest and our units of limited partnership interests. Upon completion of
the mergers, the combined company will own and operate approximately 380
office buildings consisting of approximately 95.5 million square feet
nationwide, a 25% increase in portfolio size based on square feet. The
transaction is currently expected to close in the third quarter of 2000,
subject to approval by Equity Office and Cornerstone shareholders and other
customary closing conditions.
OUR FOURTH QUARTER 1999 AND YEAR END 1999 RESULTS
Our funds from operations for the three months ended December 31, 1999
totaled $198.5 million as compared to $176.6 million for the same period in
1998, an 11.5% increase. Revenues for the three months ended December 31,
1999 totaled $494.5 million as compared to revenues of $469.0 million of the
same period in 1998, a 5.4% increase. Net income for the three months ended
December 31, 1999 totaled $164.3 million as compared to $107.8 million for
the same period in 1998, a 52.4% increase.
For the year ended December 31, 1999, funds from operations totaled $749.0
million on revenues of $1,942.2 million compared with funds from operations
of $662.6 million on revenues of $1,679.7 million for the year ended December
31, 1998, a 13% increase in funds from operations and a 15.6% increase in
revenues. Net income totaled $479.5 million for the year ended December 31,
1999 compared to $385.3 million for the year ended December 31, 1998, a 24.4%
increase.
USE OF PROCEEDS
We will use the net proceeds from the offering of these Notes to repay the
outstanding balance on our revolving credit facility and other debt. As of
March 14, 2000, our credit facility bore interest at an annual rate of 6.43%
and had a remaining maturity of approximately 1.08 years. Affiliates of J.P.
Morgan Securities Inc., Banc of America Securities LLC and Chase Securities
Inc., three underwriters of the Notes, are lenders on the credit facility
and, upon application of the net proceeds from this offering of the Notes,
each will receive its respective proportionate share of the amount of the
credit facility to be repaid.
DESCRIPTION OF NOTES
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE NOTES OFFERED HEREBY
SUPPLEMENTS THE DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF DEBT
SECURITIES SET FORTH IN THE ACCOMPANYING PROSPECTUS UNDER THE CAPTION
"DESCRIPTION OF DEBT SECURITIES."
GENERAL
We are offering $500,000,000 of our 8.375% Notes maturing on March 15, 2006.
The Notes will be issued as a separate series of Debt Securities under the
Indenture, which is more fully described in the accompanying prospectus. Some
terms used in this section are defined in the accompanying prospectus.
We will pay interest on the Notes semi-annually in arrears on March 15 and
September 15 of each year, commencing September 15, 2000, to the registered
holders of the Notes on the preceding March 1 or September 1, as the case
may be.
The Notes are not repayable at the option of any holder before maturity.
The Notes will be issued as global Debt Securities. For more information, please
refer to the section captioned "Description of Debt Securities Global
Securities" in the accompanying prospectus. The Depository Trust Company, or
"DTC," will be the Depository with respect to the Notes. The Notes will be
issued as fully registered securities in the name of Cede & Co., DTC's
partnership nominee, and will be deposited with DTC.
The defeasance and covenant defeasance provisions of the Indenture apply to
the Notes.
S-3
<PAGE>
OPTIONAL REDEMPTION
We may redeem the Notes at any time in whole or from time to time in part at a
redemption price equal to the sum of 100% of the principal amount of the Notes
being redeemed, accrued interest thereon to the redemption date, and the
Make-Whole Amount, if any, with respect to such Notes. We will, however, pay the
interest installment due on the interest payment date which occurs on or before
any redemption date to those holders of the Notes who were registered holders as
of the close of business on the record date immediately preceding such interest
payment date.
If we have given notice as provided in the Indenture and made funds available
for the redemption of any Notes called for redemption on the redemption date
referred to in such notice, such Notes will cease to bear interest on such
redemption date and the only right of the holders of such Notes will be to
receive payment of the redemption price.
We will give notice of any redemption of any Notes to holders of the Notes to be
redeemed at their addresses, as shown in the security register for the Notes,
not more than 60 nor less than 30 days prior to the date fixed for redemption.
The notice of redemption will specify, among other items, the redemption price
and the aggregate principal amount of the Notes to be redeemed.
If we choose to redeem less than all the Notes, we will notify the Trustee at
least 45 days prior to giving notice of redemption, or such shorter period as is
satisfactory to the Trustee, of the aggregate principal amount of Notes to be
redeemed and their redemption date. The Trustee shall select, in such manner as
it shall deem fair and appropriate, Notes to be redeemed in whole or in part.
As used herein:
"MAKE-WHOLE AMOUNT" means, in connection with any optional redemption or
accelerated payment of any Notes, the excess, if any, of (i) the aggregate
present value as of the date of such redemption or accelerated payment of each
dollar of principal being redeemed or paid and the amount of interest, exclusive
of interest accrued to the date of redemption or accelerated payment, that would
have been payable in respect of each such dollar if such redemption or
accelerated payment had not been made, determined by discounting, on a
semiannual basis, such principal and interest at the Reinvestment Rate, as
determined on the third Business Day preceding the date such notice of
redemption or accelerated payment is given, from the respective dates on which
such principal and interest would have been payable if such redemption or
accelerated payment had not been made to the date of redemption or accelerated
payment, over (ii) the aggregate principal amount of the Notes being redeemed or
paid.
"REINVESTMENT RATE" means .25% plus the arithmetic mean of the yields under
the heading "Week Ending" published in the most recent Statistical Release
under the caption "Treasury Constant Maturities" for the maturity, rounded to
the nearest month, corresponding to the remaining life to maturity, as of the
payment date, of the principal amount of the Notes being redeemed or paid. If
no maturity exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity shall be
calculated pursuant to the immediately preceding sentence and the
Reinvestment Rate shall be interpolated from such yields on a straight-line
basis, rounding in each of such relevant periods to the nearest month. For
the purposes of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used. If the format or content of the Statistical
Release changes in a manner that precludes determination of the Treasury
yield in the above manner, then the Treasury yield shall be determined in the
manner that most closely approximates the above manner, as reasonably
determined by us.
"STATISTICAL RELEASE" means the statistical release designated "H.15(519)" or
any successor publication which is published weekly by the Federal Reserve
System and which reports yields on actively traded United States government
securities adjusted to constant maturities, or, if such statistical release is
not published at the time of any required determination, then such other
reasonably comparable index which shall be designated by us.
"BUSINESS DAY," means any day, other than a Saturday or Sunday, on which banking
institutions in New York, New York and Boston, Massachusetts are open for
business.
S-4
<PAGE>
SAME-DAY SETTLEMENT AND PAYMENT
The underwriters will pay for the Notes in immediately available funds. We will
make all payments due on the Notes in immediately available funds so long as
such Notes are in book-entry form.
UNDERWRITING
We are selling the Notes to the underwriters named below under an Underwriting
Agreement dated March 16, 2000. The underwriters and the principal amount of
Notes each of them has severally agreed to purchase from us are as follows:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF 8.375%
UNDERWRITER NOTES DUE
MARCH 15, 2006
<S> <C>
J.P. Morgan Securities Inc............................................. $137,500,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..................... $137,500,000
Goldman, Sachs & Co.................................................... $ 62,500,000
Morgan Stanley & Co., Incorporated..................................... $ 62,500,000
Banc of America Securities LLC......................................... $ 20,000,000
Chase Securities Inc................................................... $ 20,000,000
Lehman Brothers Inc.................................................... $ 20,000,000
Salomon Smith Barney Inc............................................... $ 20,000,000
Warburg Dillon Read LLC................................................ $ 20,000,000
</TABLE>
The Underwriting Agreement provides that the obligations of the underwriters are
subject to certain conditions precedent and that when such conditions are
satisfied, the underwriters will be obligated to purchase all of the Notes.
The Notes are a new issue of securities with no established trading market. We
do not intend to apply for listing of the Notes on any national securities
exchange. We have been advised by the underwriters that they intend to make a
market in the Notes, but are not obligated to do so and may discontinue market
making at any time without notice. We can give no assurance as to the liquidity
of or any trading market for the Notes.
The underwriters initially propose to offer the Notes to the public at the
public offering price set forth on the cover of this prospectus supplement
and to certain dealers at a price that represents a concession not in excess
of .375% of the principal amount of the Notes. Any underwriter may allow, and
any such dealer may reallow, a concession not in excess of .150% of the
principal amount of the Notes to certain other dealers. After the initial
offering of the Notes, the underwriters may, from time to time, vary the
offering price and the selling terms.
We have agreed to indemnify the several underwriters against, or contribute to
payments that the underwriters may be required to make in respect of, certain
liabilities, including liabilities under the Securities Act of 1933.
We estimate that we will spend approximately $150,000 for expenses of the
offering.
In connection with the offering of the Notes, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the prices of the
Notes. Specifically, the underwriters may overallot in connection with the
offering of the Notes, creating a syndicate short position. In addition, the
underwriters may bid for, and purchase, the Notes in the open market to cover
short positions or to stabilize the prices of the Notes. Finally, the
underwriters may reclaim selling concessions allowed for distributing the Notes
in the offering, if the underwriters repurchase previously distributed Notes in
transactions to cover short positions, in stabilization transactions or
otherwise. Any of these activities may stabilize or maintain the market prices
of the Notes above independent market levels. The underwriters are not required
to engage in any of these activities at any time.
S-5
<PAGE>
In the ordinary course of their respective businesses, certain of the
underwriters and/or their affiliates have engaged, and expect in the future
to engage, in investment banking, commercial banking, financial advisory
and/or general financing transactions with us or our general partner, Equity
Office Properties Trust, for which they have received, and may in the future
receive, customary fees and commissions for these services. Morgan Guaranty
Trust Company of New York, an affiliate J.P. Morgan Securities Inc., is a
syndication agent for the banks and lenders on our credit facility. In
addition, affiliates of Banc of America Securities LLC and Chase Securities
Inc. are lenders on our credit facility. Together, these affiliates will
receive their respective proportionate share of the amount of the credit
facility to be repaid. Because the amount to be repaid to affiliates of the
underwriters will exceed 10% of the net proceeds from the sale of the Notes,
this offering is being made pursuant to the provisions of Rule 2710(c)(8) of
the Conduct Rules of the National Association of Securities Dealers, Inc.
LEGAL MATTERS
The legality of the Notes will be passed upon for us by Hogan & Hartson
L.L.P., Washington, D.C. Certain tax matters will be passed upon by Hogan &
Hartson L.L.P., our special tax counsel. Brown & Wood LLP, New York, New
York, will act as counsel to the underwriters.
S-6
<PAGE>
PROSPECTUS
$2,000,000,000
EOP OPERATING LIMITED PARTNERSHIP
DEBT SECURITIES AND DEBT WARRANTS
We may from time to time offer in one or more series our unsecured
senior debt securities (the "Debt Securities") and our warrants exercisable for
Debt Securities ("Warrants" and, together with the Debt Securities, the
"Securities") in an aggregate principal amount not to exceed $2,000,000,000 (or
its equivalent in a foreign currency based on the exchange rate at the time of
sale) in amounts, at initial prices and on terms determined at the time of
offering. We may offer the Securities separately or together, in separate series
in amounts, at prices and on terms described in one or more supplements to this
Prospectus (each, a "Prospectus Supplement").
We will deliver this Prospectus together with a Prospectus Supplement
setting forth the specific terms of the Securities we are offering. The specific
terms of the Debt Securities will include the specific title, series, aggregate
principal amount, currency form (which may be registered, bearer, or global),
authorized denominations, maturity, rate (or manner of calculation thereof) and
time of payment of interest, terms for redemption at our option or repayment at
your option, if applicable, terms for sinking fund payments, covenants any
initial public offering price. The specific terms of the Warrants will include
the number and terms thereof, the designation, terms and principal amount of
Debt Securities issuable upon exercise, the exercise price, the exercise date(s)
or period(s), the terms of the offering and sale thereof, and, where applicable,
the duration and detachability thereof. In the case of all Securities, the
specific terms will include whether the Securities will be offered separately or
as a unit with other securities.
The applicable Prospectus Supplement will also contain information,
where applicable, about certain U.S. federal income tax considerations relating
to, and any listing on a securities exchange of, the Securities covered by the
Prospectus Supplement.
We may offer the Securities directly, through agents, or to or through
underwriters or dealers. If any agents or underwriters are involved in the sale
of any of the Securities, their names, and any applicable purchase price, fee,
commission or discount arrangement with them, will be set forth or will be
calculable from the information set forth, in any accompanying Prospectus
Supplement. See "Plan of Distribution" on page 17. No Securities may be sold
without delivery of a Prospectus Supplement describing the method and terms of
the offering of those Securities.
----------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU OTHERWISE.
The date of this Prospectus is July 22, 1998.
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in or incorporated by reference into this
Prospectus and the accompanying Prospectus Supplement contains "forward-looking
statements" which relate to, without limitation, future economic performance,
our plans and objectives for future operations and projections of revenue and
other financial items, which 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 1997
Annual Report on Form 10-K under the caption "Risk Factors" and other similar
statements contained in this Prospectus or the accompanying Prospectus
Supplement identify important factors with respect to such forward-looking
statements, including certain risks and uncertainties, that could cause actual
results to differ materially from those in such forward-looking statements.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and. in
accordance therewith, is required to file reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied 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, 5100 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7
World Trade Center, Suite 1300, New York, New York 10048. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. Copies of the reports, proxy statements and other
information can be obtained from the Public Reference Room of the Commission,
Washington, D.C. 20549, upon payment of prescribed rates, or in certain cases by
accessing the Commission's World Wide Web site at http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement"), of which this Prospectus is a part, under
the Securities Act, with respect to the Securities offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain portions of which have beer 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, and
in each instance, reference is made to the copy of such contract or document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference and the exhibits and schedules
thereto. For further information regarding the Company and the Securities,
reference is hereby made to the Registration Statement and such 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. 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 of such site is "http://www.sec.gov."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company under the
Exchange Act with the Commission and are incorporated herein by reference:
2
<PAGE>
a. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended.
b. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
c. The Company's Current Report on Form 8-K/A, filed with the
Commission on February 18, 1998 (amending the Company's
Current Report on Form 8-K filed with the Commission on
December 30, 1997) and the Company's Current Report on Form
8-K. filed with the Commission on March 18, 1998.
All documents filed by the Company, pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of a particular offering of Securities to which this
Prospectus relates shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained in the Prospectus (in the case of a statement in a previously filed
document incorporated or deemed to be incorporated by reference herein), in any
applicable Prospectus Supplement relating to a specific offering of Securities,
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 Prospectus or any accompanying
Prospectus Supplement. Subject to the foregoing, all information appearing in
this Prospectus and each accompanying Prospectus Supplement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
Copies of all documents which are incorporate herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such 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 EOP Operating Limited Partnership c/o Equity Office Properties
Trust, Two North Riverside Plaza, Suite 2200, Chicago, Illinois 60606,
Attention: Diane Morefield (telephone number: (312) 466-3300).
3
<PAGE>
AS USED HEREIN AND IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT, "COMPANY"
MEANS EOP OPERATING LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP, AND
PREDECESSORS THEREOF (THE "EQUITY OFFICE PREDECESSORS") OR, AS THE CONTEXT MAY,
REQUIRE, EOP OPERATING LIMITED PARTNERSHIP ONLY. ALL REFERENCES TO THE
HISTORICAL ACTIVITIES OF THE COMPANY PRIOR TO JULY 11, 1997, REFER TO THE
ACTIVITIES OF THE EQUITY OFFICE PREDECESSORS.
THE COMPANY
The Company, together with Equity Office Properties Trust (the
"Trust"), a Maryland real estate investment trust ("REIT"), was formed to
continue and expand the national office property business organized by Samuel
Zell, chairman of the Board of Trustees of the Trust. The Trust is the managing
general partner of the Company. The Trust owns all of its assets and conducts
substantially all of its business through the Company and its subsidiaries.
The Company's executive offices are located at Two North Riverside
Plaza, Suite 2200, Chicago Illinois 60606, and its telephone number is (312)
466-3300.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from any sale of Securities for general
business purposes, including, without limitation, the repayment of outstanding
debt and the acquisition or development of additional properties.
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
The Company's ratios of earnings to combined fixed charges and
preferred unit distributions are follows:
<TABLE>
<CAPTION>
EQUITY OFFICE
PREDECESSORS
(COMBINED
THREE MONTHS COMPANY HISTORICAL) EQUITY OFFICE PREDECESSORS
ENDED (HISTORICAL) JANUARY 1, (COMBINED HISTORICAL)
MARCH 31, JULY 11, 1997 TO 1997 TO YEARS ENDED DECEMBER 31,
1998 1997 DECEMBER 31, 1997 JULY 10, 1997 1996 1995 1994 1993 1992
---- ---- ----------------- ------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to
Combined Fixed Charges and
Preferred Unit
Distributions.............. 1.94 1.90 2.11 1.52 1.49 1.21 1.24 1.23 1.24
</TABLE>
The ratios of earnings to combined fixed charges were computed by
dividing earnings by fixed charges. For this purpose, earnings consist of income
(loss) before gains from sales of property and extraordinary items plus fixed
charges. Fixed charges consist of' interest expense (including interest costs
capitalized), the amortization of debt issuance costs, and the portion of rental
expense deemed to represent interest expense.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and
provisions of the Indenture (as defined below) under which the Debt Securities
are to be issued. The particular terms of the Debt
4
<PAGE>
Securities will be set forth in a Prospectus Supplement relating to such Debt
Securities and in the applicable form of Note.
The Debt Securities will be issued under the Indenture dated as of
September 2, 1997, as amended or supplemented (the "Indenture"), between the
Company and State Street Bank and Trust Company, as trustee (together with any
other trustee(s) appointed with respect to a particular series of Debt
Securities, the "Trustee"). A copy of the Indenture is available for inspection
at the corporate trust office of the Trustee, or described below under
"Available Information." The Indenture is subject to, and governed by, the Trust
Indenture Act of 1939, as amended (the "TIA"). The statements made below
relating to the Indenture and the Debt Securities to be issued thereunder are
summaries of certain provisions thereof and do not purport be complete and are
subject to, and are qualified in their entirety by reference to, all provisions
of the Indenture and such Debt Securities. All section references appearing
herein are to sections of the Indenture, and capitalized terms used but not
defined herein have the respective meanings set forth in the Indenture.
GENERAL
The Debt Securities will be direct, unsecured obligations of the
Company and will rank equally with all unsecured and unsubordinated indebtedness
of the Company. Unless otherwise specified in the applicable Prospectus
Supplement, the Trust has no obligation for payment of principal of or interest
on the Debt Securities. The Debt Securities may be issued in one or more series,
in each case as established from time to time in or pursuant to authority
granted by a resolution of the Board of Trustees of the Trust, as managing
general partner of the Company, or as established in the Indenture or in one or
more indentures supplemental to the Indenture. All Debt Securities of one series
need not be issued at the same time and, unless otherwise provided, a series may
be reopened, without the consent of the Holders of the Debt Securities of such
series, for issuances of additional Debt Securities of such series (Section
301).
The Indenture provides that there may be more than on Trustee
thereunder, each with respect to one of more series of Debt Securities. Any
Trustee under the Indenture may resign or be removed with respect to one or more
series of Debt Securities, and a successor Trustee may be appointed to act with
respect to such series (Section 608). If two or more persons are acting as
Trustee with respect to different series of Debt Securities, each such Trustee
shall be a Trustee of a trust under the applicable Indenture separate and apart
from the trust administered by any other Trustee (Section 609), and except as
otherwise indicated herein, any action described herein to be taken by the
Trustee may be taken by each such Trustee with respect to, and only with respect
to, the one or more series of Debt Securities for which it is Trustee under the
Indenture.
Reference is made to the Prospectus Supplement relating to the series
of Debt Securities being offered for the specific terms thereof, including
without limitation:
(1) the title and series designation of the Debt Securities;
(2) the aggregate principal amount of the Debt Securities and any
limit on the aggregate principal amount;
(3) the percentage of the principal amount at which the Debt
Securities will be issued and, if other than the principal
amount thereof, the portion of the principal amount thereof
payable upon declaration of acceleration of the maturity
thereof;
(4) the date or dates, or the method of determining the date or
dates, on which the principal of the Debt Securities will be
payable;
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(5) the rate or rates (which may be fixed or variable), or the
method by which the rate or rates shall be determined, at
which the Debt Securities will bear interest, if any;
(6) the date or dates, or the method for determining such date or
dates, from which any interest will accrue, the Interest
Payment Dates on which any interest will be payable, the
Regular Record Dates for Interest Payment Dates, or the method
by which those dates shall be determined, the Person to whom
the interest shall be payable, and the basis upon which
interest shall be calculated if other than that of a 360-day
year of twelve 30-day months;
(7) the place or places where (i) the principal of (and premium
and Make-Whole Amount (as defined below), if any) and
interest, if any, on the Debt Securities will be payable, (ii)
the Debt Securities may be surrendered for conversion or
registration of transfer or exchange and (iii) notices or
demands to or upon the Company in respect of such Debt
Securities and the Indenture may be served;
(8) the period or periods within which, the price or prices at
which and the terms and conditions upon which the Debt
Securities may be redeemed, in whole or from time to time in
part, at the option of the Company, if the Company is to have
such an option;
(9) the obligation, if any, of the Company to redeem, repay or
repurchase the Debt Securities at the option of a Holder
thereof, and the period or periods within which, the price or
prices as to which and the terms and condition upon which the
Debt Securities will be redeemed, repaid or repurchased, in
whole or in part, pursuant to that obligation;
(10) if other than United States dollars, the currency or
currencies in which the Debt Securities are denominated and
payable, which may be a foreign currency or units of two or
more foreign currencies or a composite currency or currencies,
and the terms and conditions relating thereto;
(11) whether the amount of payments of principal of (and premium,
if any) or interest, if any, on the Debt Securities may be
determined with reference to an index, formula or other method
(which index, formula or other method may, but need not be,
based on a currency, currencies, currency unit or units or
composite currency or currencies) and the manner in which such
amounts shall be determined;
(12) any additions to, modification of or deletions from the terms
of the Debt Securities with respect to the Events of Default
or covenants set forth in the Indenture;
(13) whether the Debt Securities will be issued in certificated or
book-entry form;
(14) whether the Debt Securities will be in registered or bearer
form and, if in registered form, the denominations thereof if
other than $1,000 and any integral multiple thereof and, if in
bearer form, the denominations thereof and the terms and
conditions relating thereto;
(15) the applicability, if any, of the defeasance and covenant
defeasance provisions of Article Fourteen of the Indenture;
(16) whether and, if so, under what circumstances the Company will
pay Additional Amounts as contemplated in the Indenture in
respect of any tax, assessment or
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governmental charge and whether the Company will have the
option to redeem the Debt Securities in lieu of making such
payment; and
(17) any other terms of the Debt Securities not inconsistent with
the provisions of the Indenture (Section 301).
The Debt Securities may provide for less than the entire principal
amount thereof to be payable upon declaration of acceleration of the maturity
thereof ("Original Issue Discount Securities"). Special United States federal
income tax, accounting and other considerations applicable to Original Issue
Discount Securities will be described in the applicable Prospectus Supplement.
Reference is made to the applicable Prospectus Supplement for
information with respect to any deletions from, modifications of or additions to
the Events of Default or covenants of the Company that are described below,
including any addition of a covenant or other provision providing event risk or
similar protection.
DENOMINATIONS, INTEREST, REGISTRATION AND TRANSFER
Unless otherwise described in the applicable Prospectus Supplement, the
Debt Securities of any series will be issuable in denominations of $1,000 and
integral multiples thereof (Section 302).
Unless otherwise specified in the applicable Prospectus Supplement, the
principal of (and premium, if any) and interest on any series of Debt Securities
will be payable at the corporate trust office of the Trustee, initially located
at Two International Place, Financial Services, Corporate Trust Department,
Boston, Massachusetts, 02110, or at the corporate trust window of the Trustee
initially maintained at 61 Broadway, Concourse Level, New York, New York, 10006;
provided that, at the option of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as it appears in the
Security Register or by wire transfer of funds to such Person at an account
maintained within the United States (Sections 301, 305, 306, 307 and 1002).
Any interest not punctually paid or duly provided for on any Interest
Payment Date with respect to a Debt Security ("Defaulted Interest") will
forthwith cease to be payable to the Holder on the applicable Regular Record
Date and may either be paid to the person in whose name such Debt Security is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of such Debt Security not
less than 10 days prior to such Special Record Date, or may be paid at any time
in any other lawful manner, all as more completely described in the Indenture
(Section 307).
Subject to certain limitations imposed upon Debt Securities issued in
book-entry form, the Debt Securities of any series will be exchangeable for
other Debt Securities of the same series and of a like aggregate principal
amount and tenor of different authorized denominations upon surrender of such
Debt Securities at the corporate trust office of the Trustee referred to above.
In addition, subject to certain limitations imposed upon Debt Securities issued
in book entry form, the Debt Securities of any series may be surrendered for
conversion or registration of transfer or exchange thereof at the corporate
trust office of the Trustee. Every Debt Security surrendered for conversion,
registration of transfer or exchange shall be dully endorsed or accompanied by a
written instrument of transfer. No service charge will be made for any
registration of transfer or exchange of any Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith (Section 305). If the applicable
Prospectus Supplement refers to any transfer agent (in addition to the Trustee)
initially designated by the Company with respect to any series of Debt
Securities, the Company may at any time rescind the
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designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that the Company will be
required to maintain a transfer agent in each Place of Payment for such series.
The Company may at any time designate additional transfer agents with respect to
any series of Debt Securities (Section 1002).
Neither the Company nor the Trustee shall be required to (i) issue,
register the transfer or exchange Debt Securities of any series during a period
beginning at the opening of business 15 days before any selection of Debt
Securities of that series to be redeemed and ending at the close of business on
the day of mailing of the relevant notice of redemption; (ii) register the
transfer of or exchange any Debt Security, or portion thereof, called for
redemption, except the unredeemed portion of any Debt Security being redeemed in
part; or (iii) issue, register the transfer of or exchange any Debt Security
which has been surrendered for repayment at the option of the Holder, except the
portion, if any, of such Debt Security not to be so repaid (Section 305).
CERTAIN INDENTURE COVENANTS
LIMITATIONS ON INCURRENCE OF DEBT. The Company will not, and will not
permit a Subsidiary to, incur any Debt (as defined below), other than
intercompany Debt (representing Debt to which the only parties are the Trust,
the Company and any of their Subsidiaries, but only so long as such Debt is held
solely by any of the Trust, the Company and any Subsidiary and provided that, in
the case of Debt owed to Subsidiaries of the Company, such Debt is subordinate
in right of payment to the Debt Securities), if, immediately after giving effect
to the incurrence of such additional Debt, the aggregate principal amount of all
outstanding Debt of the Company and its Subsidiaries on a consolidated basis
determined in accordance with GAAP is greater than 60% of the sum of (i) Total
Assets (as defined below) as of the end of the fiscal quarter covered in the
Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the
case may be, most recently filed with the Commission (or, if such filing is not
required under the Exchange Act, with the Trustee) prior to the incurrence of
such additional Debt and (ii) the increase or decrease in Total Assets from the
end of such quarter including, without limitation, any increase in Total Assets
resulting from the incurrence of such additional Debt (such increase or decrease
together with the Company's Total Assets is referred to as the "Adjusted Total
Assets") (Section 1004(a)).
In addition to the foregoing limitations on the incurrence of Debt, the
Company will not, and will not permit any Subsidiary to, incur any Secured Debt
(as defined below) of the Company or any Subsidiary if, immediately after giving
effect to the incurrence of such additional Secured Debt, the aggregate
principal amount of all outstanding Secured Debt of the Company and its
Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total
Assets (Section 1004(b)).
In addition to the foregoing limitations on the incurrence of Debt, the Company
will not, and will not permit any Subsidiary to, incur any Debt, other than
intercompany Debt (provided that, in the case of Debt owed to Subsidiaries of
the Company, such Debt is subordinate in right of payment to the Debt
Securities), if the ratio of Consolidated Income Available for Debt Service to
the Annual Debt Service Charge (in each case and defined below) for the period
consisting of the four consecutive fiscal quarters most recently ended prior to
the date on which such additional Debt is to be incurred shall have been less
than 1.5 to 1 on a pro forma basis after giving effect to the incurrence of such
Debt and to the application of the proceeds therefrom, and calculated on the
assumption that (i) such Debt and any other Debt incurred by the Company or its
Subsidiaries since the first day of such four-quarter period, which was
outstanding at the end of such period, had been incurred at the beginning of
such period and continued to be outstanding throughout such period, and the
application of the proceeds of such Debt, including to refinance other Debt, had
occurred at the beginning of such period), (iii) in the case of Acquired
Indebtedness or Debt incurred in connection with any acquisition since the first
day of the four-quarter period, the related acquisition had occurred as of the
first day of the period with the appropriate adjustments with respect to the
acquisition being included in the
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pro forma calculation and (iv) in the case of any increase or decrease in Total
Assets, or any other acquisition or disposition by the Company or any Subsidiary
of any asset or group of assets, since the first day of such four-quarter
period, including, without limitation, by merger, stock purchase or sale, or
asset purchase or sale, such increase, decrease or other acquisition or
disposition or any related repayment of Debt had occurred as of the first day of
such period with the appropriate adjustments to revenues, expenses and Debt
levels with respect to such increase, decrease or other acquisition or
disposition being included in such pro forma calculation (Section 1004(c)).
MAINTENANCE OF TOTAL UNENCUMBERED ASSETS. The Company is required at
all times to maintain Total Unencumbered Assets of not less than 150% Of the
aggregate outstanding principal amount of all outstanding Unsecured Debt of the
Company and its Subsidiaries on a consolidated basis (Section 1004(d)).
As used in the Indenture and the description thereof herein:
"ACQUIRED INDEBTEDNESS" means Debt of a Person (i) existing at
the time the Person becomes a Subsidiary or (ii) assumed in connection
with the acquisition of assets from the Person, in each case, other
than Debt incurred in connection with, or in contemplation of, the
Person becoming a Subsidiary or that acquisition. Acquired Indebtedness
shall be deemed to be incurred on the date of the related acquisition
of assets from any Person or the date the acquired Person becomes a
Subsidiary.
"ANNUAL DEBT SERVICE CHARGE" as of any date means the amount
which is expensed in any 12-month period for Consolidated Interest
Expense of the Company and its Subsidiaries.
"CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE" for any
period means Consolidated Net Income plus amounts which have been
deducted in determining Consolidated Net Income during such period for
(i) Consolidated Interest Expense, (ii) provision for taxes of the
Company and its Subsidiaries based on income, (iii) amortization (other
than amortization of debt discount) and depreciation, (iv) provisions
for losses from sales or joint ventures, (v) increases in deferred
taxes and other noncash items, (vi) charges resulting from a change in
accounting principles, and (vii) charges for early extinguishment of
debt, and less amounts which have been added in determining
Consolidated Net Income during such period for (a) provisions for gains
from sales or joint ventures and (b) decreases in deferred taxes and
other noncash items.
"CONSOLIDATED INTEREST EXPENSE" means, for any period, and
without duplication, all interest (including the interest component of
rentals on leases reflected in accordance with GAAP as capitalized
leases on the Company's consolidated balance sheet, letter of credit
fees, commitment fees and other like financial charges) and all
amortization of debt discount on all Debt (including, without
limitation, payment-in-kind, zero coupon and other securities) of the
Company and its Subsidiaries, but excluding legal fees, title insurance
charges and other out-of-pocket fees and expenses incurred in
connection with the issuance of Debt, all determined in accordance with
GAAP.
"CONSOLIDATED NET INCOME" for any period means the amount of
net income (or loss) of the Company and its Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP.
"DEBT" of the Company or any Subsidiary means, without
duplication, any indebtedness of the Company and its Subsidiaries,
whether or not continent, in respect of (i) borrowed money evidenced by
bonds, notes, debentures or similar instruments, (ii) indebtedness
secured by any mortgage, pledge, lien, charge, encumbrance or any
security
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interest existing on property owned by the Company and its
Subsidiaries, (iii) the reimbursement obligations, contingent or
otherwise, in connection with any letters of credit actually issued or
amounts representing the balance deferred and unpaid of the purchase
price of any property except any such balance that constitutes an
accrued expense or trade payable or (iv) any lease of property by the
Company and its Subsidiaries as lessee which is reflected in the
Company's consolidated balance sheet as a capitalized lease in
accordance with GAAP, in the case of items of indebtedness under (i)
through (iii) above to the extent that any such items (other than
letters of credit) would appear as a liability on the Company's
consolidated balance sheet in accordance with GAAP, and also includes,
to the extent not otherwise included, any obligation by the Company or
any Subsidiary to be liable for, or to pay, as obligor, guarantor or
otherwise (other than for purposes of collection in the ordinary course
of business), indebtedness of another person (other than the Company or
any Subsidiary)(it being understood that "Debt" shall be deemed to be
incurred by the Company and its Subsidiaries on a consolidated basis
whenever the Company and its Subsidiaries on a consolidated basis shall
create, assume, guarantee or otherwise become liable in respect
thereof; Debt of Subsidiary of the Company existing prior to the time
it became a Subsidiary of the Company shall be deemed to be incurred
upon such Subsidiary's becoming a Subsidiary of the Company; and Debt
of a person existing prior to a merger or consolidation of such person
with the Company or any Subsidiary of the Company in which such person
is the successor to the Company or such Subsidiary shall be deemed to
be incurred upon the consummation of such merger or consolidation);
provided, however, the term Debt shall not include any such
indebtedness that has been the subject of an "in substance" defeasance
in accordance with GAAP.
"SECURED DEBT" means, without duplication, Debt secured by any
mortgage, trust deed, deed of trust, deed to secure debt, security
agreement, pledge, conditional sale or other title retention agreement,
capitalized lease, or other like agreement granting or conveying
security title to or a security interest in real property or other
tangible assets. Secured Debt shall be deemed to be incurred (i) on the
date the Company or any Subsidiary creates, assumes, guarantees or
otherwise becomes liable in respect thereof if it is secured in the
manner described in the preceding sentence on such date or (ii) on the
date the Company or any Subsidiary first secures such Debt in the
manner described in the preceding sentence if such Debt was not so
secured on the date it was incurred.
"SUBSIDIARY" means (i) a corporation, partnership, limited
liability company, trust, real estate investment trust or other entity
a majority of the voting power of equity securities of which are owned,
directly or indirectly, by the Company or by one or more Subsidiaries
of the Company, (ii) a partnership, limited liability company, trust,
real estate investment trust or other entity not treated as a
corporation for federal income tax purposes, the majority of the value
of the equity interests of which are owned, directly or indirectly, by
the Company or by one or more other Subsidiaries of the Company and
(iii) one or more corporations which, either individually or in the
aggregate, would be Significant Subsidiaries (as defined below, except
that the investment, asset and equity thresholds for purposes of this
definition shall be 5%), the majority of the value of the equity
interests of which are owned, directly or indirectly, by the Company or
by one or more Subsidiaries.
"TOTAL ASSETS" as of any date means the sum of (i)
Undepreciated Real Estate Assets and (ii) all other assets of the
Company and its Subsidiaries on a consolidated basis determined in
accordance with GAAP (but excluding intangibles and accounts
receivable).
"TOTAL UNENCUMBERED ASSETS" as of any date means the sum of
(i) those Undepreciated Real Estate Assets not securing any portion of
Secured Debt and (ii) all other assets of the Company and its
Subsidiaries on a consolidated basis not securing any portion
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of Secured Debt determined in accordance with GAAP (but excluding
intangibles and accounts receivable).
"UNDEPRECIATED REAL ESTATE ASSETS" as of any date means the
cost (original cost plus capital improvements) of real estate assets of
the Company and its Subsidiaries on such date, before depreciation and
amortization, determined on a consolidated basis in accordance with
GAAP.
"UNSECURED DEBT" means Debt of the Company or any Subsidiary
that is not Secured Debt.
EXISTENCE. Except as permitted under "--Merger, Consolidation or Sale"
below, the Company is required to do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights and franchises;
provided, however, that the Company shall not be required to preserve any right
or franchise if the Board of Trustees of the Trust determines that the
preservation thereof is no longer desirable in the conduct of the Company's
business and that the loss thereof is not disadvantageous in any material
respect to the Holders (Section 1006).
MAINTENANCE OF PROPERTIES. The Company is required to cause all of its
material properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and to cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the reasonable judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that the Company and
its Subsidiaries shall not be prevented from discontinuing the operation and
maintenance of any of the properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business and not disadvantageous
in any material respect to the Holders (Section 1007).
INSURANCE. The Company is required to, and is required to cause each of
its Subsidiaries to, maintain insurance coverage by financially sound and
reputable insurance companies in such forms and amounts and against such risks
as are customary for companies of established reputation engaged in the same or
a similar business (Section 1008).
PAYMENT OF TAXES AND OTHER CLAIMS. The Company is required to pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent (i) all material taxes, assessments and governmental charges levied
or imposed upon it or any Subsidiary or upon its income, profits or property or
that of any Subsidiary and (ii) all material lawful claims for labor, materials
and supplies which, if unpaid, might by law become a lien upon the property of
the Company or any Subsidiary; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings so long as appropriate
reserves are established therefor in accordance with GAAP (Section 1009).
PROVISION OF FINANCIAL INFORMATION. Whether or not the Company is
subject to Section 13 or 15(d) of the Exchange Act and for so long as any Debt
Securities are outstanding, the Company will, to the extent permitted under the
Exchange Act, be required to file with the Commission the annual reports,
quarterly reports and other documents which the Company would have been required
to file with the Commission pursuant to such Section 13 or 15(d) if the Company
were so subject (the "Financial Statements"), such documents to be filed with
the Commission on or prior to the respective dates by which the Company would
have been required to file such documents if the Company were so subject (the
"Required Filing Dates"). The Company will also in any event (x) within 15 days
of each Required Filing Date (i) transmit by mail to all Holders of Debt
Securities, as
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their names and addresses appear in the security register for the Debt
Securities, without cost to such Holders, copies of the annual reports and
quarterly reports which the Company would have been required to file with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company
were subject to such Sections and (ii) file with the Trustee copies of the
annual reports, quarterly reports and other documents which the Company would
have been required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act if the Company were subject to such Sections and (y) if
filing such documents by the Company with the Commission is not made under the
Exchange Act, promptly upon written request and payment of the reasonable cost
of duplication and delivery, supply copies of such documents to any prospective
Holder (Section 1010).
MERGER, CONSOLIDATION OR SALE
The Company may consolidate with, or sell, lease or convey all
or substantially all of its assets to, or merge with or into, any other
corporation, limited liability company, association, partnership, real estate
investment trust, company or business trust (collectively, a "Corporation"),
provided that (a) the Company shall be the continuing Corporation, or the
successor Corporation or its transferees or assignees of such assets by lease
(subject to the continuing obligations of the Company set forth in the
Indenture) or otherwise, either directly or indirectly, shall expressly assume
payment of the principal of (and premium or Make-Whole Amount, if any) and
interest on all the Debt Securities issued by the Company under the Indenture
and the due and punctual performance and observance of all of the covenants and
conditions contained in the Indenture; (b) the successor Corporation formed by
or resulting from any such consolidation or merger or which shall have received
the transfer of assets shall be a United States Corporation; (c) immediately
after giving effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or any Subsidiary of the Company as a
result thereof as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default under the Indenture, and no event
which, after notice or the lapse of time, or both, would become such an Event of
Default, shall have occurred and be continuing; and (d) an officer's certificate
and legal opinion covering such conditions shall be delivered to the Trustee
(Sections 801 and 803).
EVENTS OF DEFAULT, NOTICE AND WAIVER
The following events are "Events of Default" with respect to
the Debt Securities of a series: (a) default for 30 days in the payment of any
installment of interest on any Debt Securities of such series: (b) default in
the payment of the principal of (or premium, or Make-Whole Amount, if any, on)
any Debt Securities at their maturity; (c) default in the performance of any
other covenant of the Company contained in the Indenture, such default having
continued for 60 days after written notice as provided pursuant to the
Indenture; (d) default in the payment of an aggregate principal amount exceeding
$5,000,000 of any evidence of recourse indebtedness of the Company or any
mortgage, indenture or other instrument under which such indebtedness is issued
or by which such indebtedness is secured, such default having occurred after the
expiration of any applicable grace period and having resulted in the
acceleration of the maturity of such indebtedness, but only if such indebtedness
is not discharged or such acceleration is not rescinded or annulled, such
default having continued for a period of 10 days after written notice as
provided pursuant to the Indenture; and (e) certain events of bankruptcy,
insolvency or reorganization, or court appointment of a receiver, liquidator or
trustee of the Company or any Significant Subsidiary or any of their respect
property. The term "Significant Subsidiary" means each significant subsidiary
(as defined in Regulation S-X promulgated under the Securities Act) of the
Company (Section 501).
If an Event of Default under the Indenture occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Debt Securities of a series may
declare the principal amount of all of the Debt Securities of such series to be
due and payable immediately by written notice thereof to the Company (and to the
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Trustee if given by the Holders). However, at any time after such a declaration
of acceleration with respect to such Debt Securities has been made, but before a
judgment or decree for payment of the money due has been obtained by the
Trustee, the Holders of not less than a majority in principal amount of such
Outstanding Debt Securities may rescind and annul such declaration and its
consequences if (a) the Company shall have paid or deposited with the Trustee
all required payments of the principal of (and premium or Make-Whole Amount, if
any) and interest on such Debt Securities, plus certain fees, expenses,
disbursements and advances of the Trustee and (b) all Events of Default, other
than the nonpayment of accelerated principal of (or specified portion thereof)
or premium (if any) or interest on such Debt Securities have been cured or
waived as provided in the Indenture (Section 502). The Indenture also provides
that the Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of a series may waive any past default with respect
to such series and its consequences, except a default (x) in the payment of the
principal of (or premium or Make-Whole-Amount, if any) or interest on such Debt
Securities or (y) in respect of a covenant or provision contained in the
Indenture that cannot be modified or amended without the consent of the Holder
of each Outstanding Debt Security affected thereby (Section 513).
The Trustee will be required to give notice to the Holder of
Debt Securities within 90 days of a default under the Indenture unless such
default has been cured or waived; provided, however, that the Trustee may
withhold notice to the Holders of any default (except a default in the payment
of the principal of (or premium or Make-whole Amount, if any) or interest on any
Debt Securities or in the payment of any sinking fund installment in respect of
any Debt Securities) if specified Responsible Officers of the Trustee consider
such withholding to be in the interest of such Holders (Section 601).
The Indenture provides that no Holder of Debt Securities may
institute any proceedings, judicial or otherwise, with respect to the Indenture
or for any remedy thereunder, except in the case of failure of the Trustee, for
60 days, to act after it has received a written request to institute proceedings
in respect of an Event of Default from the Holders of not less than 25% in
principal amount of the Outstanding Debt Securities of a series, as well as an
offer of indemnity reasonably satisfactory to it (Section 507). This provision
will not prevent, however, any holder of Debt Securities from instituting suit
for the enforcement of payment of the principal of (and premium or Make-Whole
Amount, if any) and interest on such Debt Securities at the respective due dates
thereof (Section 608).
Subject to the provisions in the Indenture relating to its
duties in case of default, the Trustee is under no obligation to exercise any of
its rights or powers under the Indenture at the request or direction of any
Holders of any Debt Securities then Outstanding under the Indenture, unless such
Holders shall have offered to the Trustee thereunder reasonable security or
indemnity (Section 602). The Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of a series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee in respect of such Debt Securities, or of exercising
any trust or power conferred upon the Trustee in respect of such Debt
Securities. However, the Trustee may refuse to follow any direction which is in
conflict with any law or Indenture, which may involve the Trustee in personal
liability or which may be unduly prejudicial to the holders of Debt Securities
of such series not joining therein (Section 512).
Within 120 days after the close of each fiscal year, the
Company must deliver to the Trustee a certificate, signed by one of several
specified officers of the Company, stating whether or not such officer has
knowledge of any default under the Indenture and, if so, specifying each such
default and nature and status thereof (Section 1011).
MODIFICATION OF THE INDENTURE
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Modifications and amendments of the Indenture will be
permitted to be made only with the consent of the Holders of not less than a
majority in principal amount of all Outstanding Debt Securities of each series
which is affected by such modification or amendment; provided, however, that no
such modification or amendment may, without the consent of the Holders of each
such Debt Security affected thereby, (a) change the Stated Maturity of the
principal of, or premium or Make-Whole Amount (if any) or any installment of
interest on, any such Debt Security; (b) reduce the principal amount of, or the
rate or amount of interest on, or any premium or Make-Whole Amount, payable on
redemption of, any such Debt Security; (c) change the place of payment, or the
coin or currency, for payment of principal of, or premium or Make-Whole Amount,
if any, or interest on any such Debt Security; (d) impair the right to institute
suit for the enforcement of any payment on or with respect to any such Debt
Security; (e) reduce the above stated percentage in principal amount of
Outstanding Debt Securities of any series necessary to modify or amend the
Indenture, to waive compliance with certain provisions thereof or certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture; or (f) modify any of the foregoing
provisions or any of the provisions relating to the waiver of certain past
defaults or certain covenants, except to increase the required percentage to
effect such action or to provide that certain other provisions may not be
modified or waived without the consent of the Holders of each such Debt Security
affected thereby (Section 902). A Debt Security shall be deemed outstanding
("Outstanding") if it has been authenticated and delivered under the Indenture
unless, among other things, such Debt Security has been canceled or redeemed.
The Indenture provides that the Holders of not less than a
majority in principal amount of Outstanding Debt Securities of a series have the
right to waive compliance by the Company with certain covenants in the Indenture
in respect of such Debt Securities (Section 1013). Compliance with the Covenants
described herein and such additional covenants with respect to the Debt
Securities of a series generally may not be waived by the Board of Trustees of
the Trust, as managing general partner of the Company, or by the Trustee.
Modifications and amendments of the Indenture will be
permitted to be made by the Company and the Trustee without the consent of any
Holder for any of the following purposes: (i) to evidence the succession or
addition of another Person to the Company as obligor under the Indenture; (ii)
to add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power conferred upon the Company in the Indenture; (iii)
to add Events of Default for the benefit of the Holders; (iv) to permit or
facilitate the issuance of Debt Securities in uncertificated form, provided,
that such action shall not adversely affect the interests of the Holders in any
material respect; (v) to secure the Debt Securities; (vi) to establish the form
or terms of additional Debt Securities of any series; (vii) to provide for the
acceptance of appointment by a successor Trustee or facilitate the
administration of the trusts under the Indenture by more than one Trustee;
(viii) to cure any ambiguity, defect or inconsistency in the Indenture, provided
that such action shall not adversely affect the interests of Holders in any
material respect; or (ix) to supplement any of the provisions of the Indenture
to the extent necessary to permit or facilitate defeasance and discharge of any
series of Debt Securities under the Indenture provided that such action shall
not adversely affect the interests of the Holders in any material respect
(Section 901).
The Indenture contains provisions for convening meetings of
the Holders of Debt Securities (Section 1501). A meeting will be permitted to be
called at any time by the Trustee, and also, upon request, by the Company or the
Holders of at least 10% in principal amount of the Outstanding Debt Securities,
in any such case upon notice given as provided in the Indenture (Section 1502).
Except for any consent that must be given by the Holder of each Debt Security
affected by certain modifications and amendments of the Indenture, any
resolution presented at a meeting or adjourned meeting duly reconvened at which
a quorum is present will be permitted to be adopted by the affirmative vote of
the Holders of a majority in principal amount of the Outstanding Debt Securities
of that series; provided, however, that, except as referred to above, any
resolution
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with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
Outstanding Debt securities may be adopted at a meeting or adjourned meeting
duly reconvened at which a quorum is present by the affirmative vote of the
Holders of such specified percentage in principal amount of the Outstanding Debt
Securities. Any resolution passed or decision taken at any meeting of Holders of
Debt Securities duly held in accordance with the Indenture will be binding on
all Holders of Debt Securities of such series. The quorum at any meeting called
to adopt a resolution, and at any reconvened meeting, will be Persons holding or
representing a majority in principal amount of the Outstanding Debt Securities;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which may be given by the Holders of not less
than a specified percentage in principal amount of the Outstanding Debt
Securities of a series, the Persons holding or representing such specified
percentage in principal amount of the Outstanding Debt Securities of such series
will constitute a quorum (Section 1504).
Notwithstanding the foregoing provisions, if any action is to
be taken at a meeting of Holders of Debt Securities of any series with respect
to any request, demand, authorization, direction, notice, consent, waiver or
other action that the Indenture expressly provides may be made, given or taken
by the Holders of a specified percentage in principal amount of all Outstanding
Debt Securities affected thereby, or of the Holders of such series and one or
more additional series: (i) there shall be no minimum quorum requirement for
such meeting and (ii) the principal amount of the Outstanding Debt Securities
that vote in favor of such request, demand, authorization, direction, notice,
consent, waiver or other action shall be taken into account in determining
whether such request, demand, authorization, direction, notice, consent, waiver
or other action has been made, given or taken under the Indenture (Section
1504).
SATISFACTION AND DISCHARGE
The Company may discharge certain obligations to Holders of
Debt Securities that have not already been delivered to the Trustee for
cancellation and that either have become due and payable or will become due and
payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the Trustee, in trust, funds in such currency or
currencies, currency unit or units or composite currency or currencies in which
such Debt Securities are payable in an amount sufficient to pay the entire
indebtedness on such Debt Securities in respect of principal (and premium or
Make-Whole Amount, if any) and interest to the date of such deposit (if such
Debt Securities have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be (Section 401).
GLOBAL SECURITIES
If the applicable Prospectus Supplement so indicates, the Debt
Securities will be evidenced by one or more global certificates (the "Global
Securities"), which will be deposited with, or on behalf of, The Depository
Trust Company, New York, New York ("DTC"), and registered in the name of Cede &
Co. ("Cede"), as DTC's nominee.
Holders may hold their interests in any of the Global
Securities directly through DTC, or indirectly through organizations which are
participants in DTC ("Participants"). Transfers between Participants will be
effected in the ordinary way in accordance with DTC rules and will be settled in
immediately available funds.
Holders who are not Participants may beneficially own
interests in a Global Security held by DTC only through Participants, including
certain banks, brokers, dealers, trust companies and other parties that clear
through or maintain a custodial relationship with a Participant, either
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directly or indirectly, and have indirect access to the DTC system ("Indirect
Participants"). So long as Cede, as the nominee of DTC, is the registered owner
of any Global Security, Cede for all purposes will be considered the sole holder
of such Global Security. Except as provided below, owners of beneficial
interests in a Global Security will not be entitled to have certificates
registered in their names, will not receive or be entitled to receive physical
delivery of certificates in definitive form, and will not be considered the
holders thereof.
Neither the Company nor the Trustee (nor any registrar or
paying agent) will have any responsibility for the performance by DTC or their
Participants or Indirect Participants of their respective obligations under the
rules and procedures governing their operations. DTC has advised the Company
that it will take any action permitted to be taken by a holder of Debt
Securities only at the direction of one or more Participants whose accounts are
credited with DTC interests in a Global Security.
DTC has advised the Company as follows: DTC is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for its Participants and to facilitate the clearance and settlement
of securities transactions, such as transfers and pledges, among Participants in
deposited securities through electronic book-entry changes to accounts of its
Participants, thereby eliminating the need for physical movement of securities
certificates. Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. Certain of
such Participants (or their representatives), together with other entities, own
DTC. The rules applicable to DTC and its Participants are on file with the
Commission.
Purchases of Debt Securities under the DTC system must be made
by or through Participants, which will receive a credit for the Debt Securities
on DTC's records. The ownership interest of each actual purchaser of each Debt
Security (a "Beneficial Owner") is in turn to be recorded on the Participant's
and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Participant or Indirect
Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Debt Securities are to be accomplished
by entries made on the books of Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their
ownership interests in Debt Securities, except in the event that use of the
book-entry system for the Debt Securities is discontinued.
The deposit of Debt Securities with DTC and their registration
in the name of Cede effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Debt Securities; DTC's records
reflect only the identity of the Participants whose accounts such Debt
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interests in the Global Security.
Redemption notices shall be sent to Cede. If less than all of
the principal amount of the Global Securities of the same series is being
redeemed, DTC's practice is to determine by lot the amount of interest of each
Participant therein to be redeemed.
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Conveyance of notices and other communications by DTC to
Participants, by Participants to Indirect Participants and by Participants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements that may be in
effect from time to time.
Principal, Make-Whole Amount and interest payments on the Debt
Securities will be made to DTC by wire transfer of immediately available funds.
DTC's practice is to credit Participants' accounts on the payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on the payable date. Payments
by Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC or the Company, subject to any
statutory or regulation requirements as may be in effect from time to time.
Payments of principal, Make-Whole Amount and interest to DTC is the
responsibility of the Company, disbursement of such payments to Participants
shall be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Participants and Indirect
Participants. Neither the Company nor the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests in the Global Securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
DTC may discontinue providing its services as securities
depository with respect to the Debt Securities at any time by giving reasonable
notice to the Company. If DTC notifies the Company that it is unwilling or
unable to continue as depository for any Global Security or if at any time DTC
ceases to be a clearing agency registered as such under the Exchange Act when
DTC is required to be so registered to act as such depository and no successor
depository shall have been appointed within 90 days of such notification or of
the Company becoming aware of DTC's ceasing to be so registered, as the case may
be, certificates for the relevant Notes will be printed and delivered in
exchange for interests in such Global Security. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
relevant Debt Securities in authorized denominations registered in such names as
DTC shall direct. It is expected that such instruction will be based upon
directions received by DTC from its Participants with respect to ownership of
beneficial interests in such Global Security.
The Company may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository). In that
event, certificates representing the Debt Securities will be printed and
delivered.
The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Company believes to be
reliable, but the Company does not take responsibility for the accuracy thereof.
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt
Securities. Warrants may be issued independently or together with any other Debt
Securities offered by any Prospectus Supplement and may be attached to or
separate from such Debt Securities. Each series of Warrants will be issued under
a separate warrant agreement (each, a "Warrant Agreement") to be entered into
between the Company and a warrant agent specified in the applicable Prospectus
Supplement (the "Warrant Agent"). The Warrant Agent will act solely as an agent
of the Company in connection with the Warrants of such series and will not
assume any obligation or relationship of agency or trust for or with any holders
or beneficial owners of Warrants. The following sets forth certain general terms
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and provisions of the Warrants offered hereby. Further terms of the Warrants and
the applicable Warrant Agreements will be set forth in the applicable Prospectus
Supplement.
The applicable Prospectus Supplement will describe the terms
of the Warrants in respect of which this Prospectus is being delivered,
including, where applicable, the following:
(1) The title of the Warrants;
(2) The aggregate number of the Warrants;
(3) The price or prices at which the Warrants will be
issued;
(4) The title, aggregate principal amount and the terms
of the Debt Securities purchasable upon exercise of
the Warrants;
(5) The title, aggregate principal amount and terms of
the other Debt Securities offered thereby with which
the Warrants are issued and the number of the
Warrants issued with each such Debt Security offered
thereby;
(6) The date, if any, on and after which the Warrants and
the related Debt Securities will be separately
transferable;
(7) The price (which may be expressed as a percentage of
the principal amount and may be payable in cash,
securities or other property) at which the related
Debt Securities may be purchased upon exercise of the
Warrants;
(8) The date(s) on which or the period(s) during which
the right to exercise the Warrants will commence and
the date on which the right will expire, and any
other restriction or limitation relating to the
exercise of the Warrants;
(9) The minimum or maximum number of Warrants which may
be exercised at any one time;
(10) Whether the Warrants represented by the Warrant
certificates or Debt Securities that may be issued
upon exercise of the Warrants will be issued in
registered or bearer form;
(11) Information with respect to book-entry procedures, if
any;
(12) A discussion of certain federal income tax
considerations, if any; and
(13) Any other terms of the Warrants, including terms,
procedures and limitations relating to the exchange
and exercise of the Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities to one or more
underwriters for public offering and sale by them or may sell the Securities to
investors directly or through agents. Any such underwriter or agent involved in
the offer and sale of the Securities will be named in the applicable Prospectus
Supplement.
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The Company may offer and sell the Securities at a fixed price
or prices, which may be changed, at prices related to the prevailing market
prices at the time of sale or at negotiated prices for cash or assets in
transactions that do not constitute a business combination within the meaning of
Rule 145 promulgated under the Securities Act. The Company also may offer and
sell Debt Securities upon the exercise of Warrants. The Company also may, from
time to time, authorize underwriters acting as the Company's agents to offer and
sell the Securities upon the terms and conditions as are set forth in the
applicable Prospectus Supplement. In connection with the sale of the Securities,
underwriters may be deemed to have received compensation from the Company in the
form of underwriting discounts or commissions and may also receive commissions
from purchasers of the Securities for whom they may act as agent. Underwriters
may sell Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers from whom they may act as
agent.
Any underwriting compensation paid by the Company to
underwriters or agents in connection with the offering of the Securities, and
any discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in the applicable Prospectus
Supplement. Underwriters, dealers and agents participating in the distribution
of the Securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
Securities may be deemed to be underwriting discounts and commissions, under the
Securities Act. Underwriters, dealers and agents may be entitled, under
agreements entered into with the Company, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act.
If so indicated in the applicable Prospectus Supplement, the
Company will authorize dealers acting as the Company's agents to solicit offers
by certain institutions to purchase Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to Delayed
Delivery Contracts ("Contracts") providing for payment and delivery on the date
or dates stated in such Prospectus Supplement. Each Contract will be for an
amount not less than, and the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the applicable Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except (i) the purchase by an institution of the Securities covered by its
Contracts shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject, and (ii)
if the Securities are being sold to underwriters, the Company shall have sold to
such underwriters the total principal amount of the Securities less the
principal amount thereof covered by Contracts.
Certain of the underwriters and their affiliates may engage in
transactions with and perform services for the Company and its subsidiaries in
the ordinary course of business.
EXPERTS
The consolidated financial statements of EOP Operating Limited
Partnership appearing in EOP Operating Limited Partnership's Annual Report (Form
10-K, as amended by Form 10-K/A) for the year ended December 31, 1997, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
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The consolidated financial statements of Beacon Properties,
L.P., appearing in the Current Report on Form 8-K/A of EOP Operating Limited
Partnership filed with the Commission on February 18, 1998, have been audited by
PricewaterhouseCoopers LLP, independent auditors, as set forth in their reports
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
LEGAL MATTERS
The legality of the Securities will be passed upon for the
Company by Hogan & Hartson L.L.P., Washington, D.C. Certain tax matters will be
passed upon by Hogan & Hartson L.L.P., Washington, D.C., special tax counsel to
the Company.
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