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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number: 1-13625
EOP OPERATING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
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DELAWARE 36-4156801
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TWO NORTH RIVERSIDE PLAZA, 60606
SUITE 2100, CHICAGO, ILLINOIS (Zip Code)
(Address of principal executive offices)
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(312) 466-3300
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Name of each exchange on which
Title of each class registered
None None
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Units of Limited Partnership Interest
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (of for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the Common Shares held by non-affiliates of the
registrant as of March 1, 2000 was $6,600,295,958.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement for the annual shareholders'
meeting to be held in 2000 are incorporated by reference into Part III.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS OF FORM 8-K
(a)(3) Exhibits:
Item 14(a)(3) is amended to renumber Exhibit 10.1 as 3.1.1 and add
Exhibits 3.1.2 through 3.1.6 as set forth below:
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Exhibit No. Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of
February 11, 2000, among the Trust, the
Company, Cornerstone Properties Inc. and
Cornerstone Properties Limited Partnership
(incorporated herein by reference to Exhibit
2.1 to the Company's Current Report on Form
8-K dated February 11, 2000)
3.1.1* Agreement of Limited Partnership of the
Operating Partnership, dated as of July 3,
1997, as amended
3.1.2** Fifth Amendment to Agreement of Limited
Partnership of EOP Operating Limited
Partnership
3.1.3** Amendment to Agreement of Limited Partnership
of EOP Operating Limited Partnership
3.1.4** Seventh Amendment to Agreement of Limited
Partnership of EOP Operating Limited
Partnership
3.1.5** Eighth Amendment to Agreement of Limited
Partnership of EOP Operating Limited
Partnership
3.1.6** Tenth Amendment to Agreement of Limited
Partnership of EOP Operating Limited
Partnership
4.1* Indenture, dated as of September 2, 1997,
between the Operating Partnership and State
Street Bank and Trust Company
4.2* First Supplemental Indenture, dated as of
February 9, 1998, between the Operating
Partnership and State Street Bank and Trust
Company
4.3 Form of 6.375% Note due 2003 (incorporated
herein by reference to Exhibit 4.4 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-47347))
4.4 Form of 6.625% Note due 2005 (incorporated
herein by reference to Exhibit 4.5 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-47347))
4.5 Form of 6.750% Note due 2008 (incorporated
herein by reference to Exhibit 4.6 of the
Company's Registration Statement of Form S-4
(Reg. No. 333-47347))
4.6 Form of 7.250% Note due 2018 (incorporated
herein by reference to Exhibit 4.7 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-47347))
4.7 Form of 6.376% Mandatory Par Put Remarketed
Securities due 2012 (incorporated herein by
reference to Exhibit 4.8 of the Company's
Registration Statement on Form S-4 (Reg. No.
333-47347))
4.8 $30,000,000 7.24% Senior Note due 2004
(incorporated herein by reference to Exhibit
4.9 of the Company's Registration Statement on
Form S-4 (Reg. No. 333-47347))
4.9 $50,000,000 7.36% Senior Note due 2005
(incorporated herein by reference to Exhibit
4.10 of the Company's Registration Statement
on Form S-4 (Reg. No. 333-47347))
4.10 $50,000,000 7.44% Senior Note due 2006
(incorporated herein by reference to Exhibit
4.11 to the Company's Registration Statement
on Form S-4 (Reg. No. 333-47347))
4.11 $50,000,000 7.41% Senior Note due 2007
(incorporated herein by
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reference to Exhibit 4.12 to the Company's Registration
Statement on Form S-4 (Reg. No. 333-47347))
4.12 Form of 6.50% Notes due 2004 (incorporated
herein by reference to Exhibit 4.3 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-61469))
4.13 Form of 6.763% Notes due 2007 (incorporated
herein by reference to Exhibit 4.4 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-61469))
4.14 Form of 7.25% Notes due 2028 (incorporated
herein by reference to Exhibit 4.5 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-61469))
4.15 Form of 6.375% Notes due 2002 (incorporated
herein by reference to Exhibit 4.1 of the
Company's Current Report on Form 8-K filed
with the SEC on January 25, 1999)
4.16 Form of 6.5% Notes due 2004 (incorporated
herein by reference to Exhibit 4.2 of the
Company's Current Report on Form 8-K filed
with the SEC on January 25, 1999)
4.17 Form of 6.8% Notes due 2009 (incorporated
herein by reference to Exhibit 4.3 of the
Company's Current Report on Form 8-K filed
with the SEC on January 25, 1999)
4.18 Form of 7.5% Notes due April 19, 2029
(incorporated herein by reference to Exhibit
4.23 of the Company's Current Report on Form
8-K filed with the SEC on April 19, 1999)
4.19 Form of $400,000,000 8.375% Note due March 15,
2006 (incorporated herein by reference to
Exhibit 4.25 of the Company's Form 8-K dated
March 24, 2000)
4.20 Form of $100,000,000 8.375% Note due March 15,
2006 (incorporated herein by reference to
Exhibit 4.26 of the Company's Form 8-K dated
March 24, 2000)
4.21+ Second Amended and Restated Revolving Credit
Facility $1 Billion Revolving Credit Facility
dated as of May 29, 1998 (incorporated by
reference to Exhibit 4.22 to the Company's
Form 10-K for the year ended December 31, 1998)
4.22+ First Amendment to Second Amended and Restated
Revolving Credit Agreement
4.23+ Fixed Rate Promissory Note with The Chase
Manhattan Bank
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12.1+ Statement Regarding Computation of Ratios
21.1+ List of Subsidiaries
23.1+ Consent of Independent Auditors
Power of Attorney (included in signature page
24.1+ on Form 10-K)
27.1+ Financial Data Schedule
* Incorporated herein by reference to the same-numbered exhibit
to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1997, as amended
** Incorporated herein by reference to Exhibits 10.1.2 through 10.1.6,
respectively, to the Trust's Annual Report on Form 10-K for the year ended
December 31, 1999, as amended
+ Previously filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Chicago, Illinois, as of the 11th day of May, 2000.
EOP OPERATING LIMITED PARTNERSHIP
By: Equity Office Properties Trust, as
general partner
By: /s/ STANLEY M. STEVENS
--------------------------
Stanley M. Stevens
Executive Vice President,
Chief Legal Counsel and
Secretary
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EXHIBIT INDEX
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Exhibit No. Exhibit Description
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2.1 Agreement and Plan of Merger, dated as of
February 11, 2000, among the Trust, the Company,
Cornerstone Properties Inc. and Cornerstone
Properties Limited Partnership (incorporated
herein by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K dated
February 11, 2000)
3.1.1* Agreement of Limited Partnership of the
Operating Partnership, dated as of July 3, 1997,
as amended
3.1.2** Fifth Amendment to Agreement of Limited
Partnership of EOP Operating Limited Partnership
3.1.3** Amendment to Agreement of Limited Partnership of
EOP Operating Limited Partnership
3.1.4** Seventh Amendment to Agreement of Limited
Partnership of EOP Operating Limited Partnership
3.1.5** Eighth Amendment to Agreement of Limited
Partnership of EOP Operating Limited Partnership
3.1.6** Tenth Amendment to Agreement of Limited
Partnership of EOP Operating Limited Partnership
4.1* Indenture, dated as of September 2, 1997,
between the Operating Partnership and State
Street Bank and Trust Company
4.2* First Supplemental Indenture, dated as of
February 9, 1998, between the Operating
Partnership and State Street Bank and Trust
Company
4.3 Form of 6.375% Note due 2003 (incorporated
herein by reference to Exhibit 4.4 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-47347))
4.4 Form of 6.625% Note due 2005 (incorporated
herein by reference to Exhibit 4.5 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-47347))
4.5 Form of 6.750% Note due 2008 (incorporated
herein by reference to Exhibit 4.6 of the
Company's Registration Statement of Form S-4
(Reg. No. 333-47347))
4.6 Form of 7.250% Note due 2018 (incorporated
herein by reference to Exhibit 4.7 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-47347))
4.7 Form of 6.376% Mandatory Par Put Remarketed
Securities due 2012 (incorporated herein by
reference to Exhibit 4.8 of the Company's
Registration Statement on Form S-4 (Reg. No.
333-47347))
4.8 $30,000,000 7.24% Senior Note due 2004
(incorporated herein by reference to Exhibit 4.9
of the Company's Registration Statement on Form
S-4 (Reg. No. 333-47347))
4.9 $50,000,000 7.36% Senior Note due 2005
(incorporated herein by reference to Exhibit
4.10 of the Company's Registration Statement on
Form S-4 (Reg. No. 333-47347))
4.10 $50,000,000 7.44% Senior Note due 2006
(incorporated herein by reference to Exhibit
4.11 to the Company's Registration Statement on
Form S-4 (Reg. No. 333-47347))
4.11 $50,000,000 7.41% Senior Note due 2007
(incorporated herein by reference to Exhibit
4.12 to the Company's Registration Statement on
Form S-4 (Reg. No. 333-47347))
4.12 Form of 6.50% Notes due 2004 (incorporated
herein by reference to Exhibit 4.3 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-61469))
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4.13 Form of 6.763% Notes due 2007 (incorporated
herein by reference to Exhibit 4.4 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-61469))
4.14 Form of 7.25% Notes due 2028 (incorporated
herein by reference to Exhibit 4.5 of the
Company's Registration Statement on Form S-4
(Reg. No. 333-61469))
4.15 Form of 6.375% Notes due 2002 (incorporated
herein by reference to Exhibit 4.1 of the
Company's Current Report on Form 8-K filed with
the SEC on January 25, 1999)
4.16 Form of 6.5% Notes due 2004 (incorporated herein
by reference to Exhibit 4.2 of the Company's
Current Report on Form 8-K filed with the SEC on
January 25, 1999)
4.17 Form of 6.8% Notes due 2009 (incorporated herein
by reference to Exhibit 4.3 of the Company's
Current Report on Form 8-K filed with the SEC on
January 25, 1999)
4.18 Form of 7.5% Notes due April 19, 2029
(incorporated herein by reference to Exhibit
4.23 of the Company's Current Report on Form 8-K
filed with the SEC on April 19, 1999)
4.19 Form of $400,000,000 8.375% Note due March 15,
2006 (incorporated herein by reference to
Exhibit 4.25 of the Company's Form 8-K dated
March 24, 2000)
4.20 Form of $100,000,000 8.375% Note due March 15,
2006 (incorporated herein by reference to
Exhibit 4.26 of the Company's Form 8-K dated
March 24, 2000)
4.21+ Second Amended and Restated Revolving Credit
Facility $1 Billion Revolving Credit Facility
dated as of May 29, 1998 (incorporated by
reference to Exhibit 4.22 to the Company's Form
10-K for the year ended December 31, 1998)
4.22+ First Amendment to Second Amended and Restated
Revolving Credit Agreement
4.23+ Fixed Rate Promissory Note with The Chase
Manhattan Bank
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12.1+ Statement Regarding Computation of Ratios
21.1+ List of Subsidiaries
23.1+ Consent of Independent Auditors
24.1+ Power of Attorney (included in signature page on
Form 10-K)
27.1+ Financial Data Schedule
* Incorporated herein by reference to the same-numbered exhibit
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, as amended
** Incorporated herein by reference to Exhibits 10.1.2 through
10.1.6, respectively, to the Trust's Annual Report on Form 10-K
for the year ended December 31, 1999, as amended
+ Previously filed.
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