BEACON CAPITAL PARTNERS INC
8-K, 1999-06-14
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported)
                                  JUNE 8, 1999


                          BEACON CAPITAL PARTNERS, INC.
               (Exact name of registrant as specified in charter)


        MARYLAND                        000-24905                  04-3403281
(State or other jurisdiction    (Commission file number)     (IRS employer
        of incorporation)                                    identification no.)


          ONE FEDERAL STREET, 26TH FLOOR, BOSTON, MASSACHUSETTS, 02110
               (Address of principal executive offices) (Zip code)


       Registrant's telephone number, including area code: (617) 457-0400



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ITEM 5 - OTHER EVENTS


         Beacon Capital Partners, Inc. (the "Company") announced on June 8, 1999
that it had set a record date for a contingent distribution. A copy of the
Company's press release is attached hereto and incorporated herein in its
entirety.


ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)      Exhibits

Exhibit 99.1 - Press Release of Beacon Capital Partners, Inc., dated June 8,
               1999.



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                                   SIGNATURES



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                               BEACON CAPITAL PARTNERS, INC.



Date: June 8, 1999                             By:     /s/ Randy J. Parker
                                                  ----------------------------
                                                    Randy J. Parker
                                                    Senior Vice President and
                                                      Chief Financial Officer



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                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

      EXHIBIT NO.           DESCRIPTION
<S>                  <C>

      Exhibit 99.1 - Press Release of Beacon Capital Partners, Inc., dated June 8, 1999.
</TABLE>

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                                                                   Exhibit 99.1

                                 [LETTERHEAD]


CONTACT:  Randy J. Parker                                          NEWS RELEASE
          Chief Financial Officer

                   RECORD DATE SET FOR CONTINGENT DISTRIBUTIONS

BOSTON, June 8, 1999 - Beacon Capital Partners, Inc. has set today as the
record date for certain contingent distributions to be made to unitholders
and stockholders of record as of such date. Written materials describing the
distributions are being sent out today to unitholders and stockholders.

As previously announced, Beacon Capital Partners has committed to purchase up
to a maximum of $150,000,000 of convertible preferred stock of Wyndham
International, Inc. as part of an investor group making an aggregate capital
infusion of $1 billion. In connection with structuring the preferred stock
investment, the Company currently anticipates distributing interests
representing approximately $90,000,000 of Wyndham preferred stock, subject to
a voting trust, to its unitholders and stockholders as of the record date.
The Company currently anticipates making such distributions on or prior to
June 30, 1999.

The foregoing distributions are contingent upon the closing of the Wyndham
investment, the timing of such closing, the certification by unitholders and
stockholders that they are accredited investors and the decision of Beacon
Capital Partners to go forward with the proposed investment structure. No
assurances can be given that the proposed Wyndham investment will be
consummated. In addition, Beacon Capital Partners reserves the right to
increase the amount of Wyndham preferred stock to be distributed, to abandon
the proposed distributions and pursue an alternative investment structure or
to make additional cash distributions of equivalent value to those
unitholders and stockholders who are not accredited investors. Accordingly,
the aggregate value of the proposed distributions cannot be accurately
determined at this time.

Certain matters discussed in this announcement may constitute forward-looking
statements within the meaning of the Federal securities laws. Although Beacon
Capital Partners, Inc. believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, the Company
can give no assurances that its expectations will be achieved. Factors that
could cause actual results to differ materially from current expectations
include failure to satisfy any conditions precedent to the closing of the
Wyndham transaction, including without limitation, the approval of
shareholders of Wyndham and Patriot American Hospitality, Inc., the timing of
the actual closing of the Wyndham transaction, the ability of unitholders and
stockholders of Beacon Capital Partners to participate in the proposed
distribution of interests, general economic conditions, the financial
condition of the Company and other risks detailed from time to time in the
Company's filings with the Securities and Exchange Commission.

                                   (more)

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Beacon Capital Partners, Inc., founded in January 1998, is structured as a
real estate investment trust (REIT). The Company is headquartered in Boston
and has regional offices in Chicago and Los Angeles.



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