<PAGE>
Exhibit 19.1
BEACON CAPITAL
PARTNERS
Update
mid-year financial report
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[PHOTO OF MATHILDA RESEARCH CENTRE]
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AS OF AND FOR THE PERIOD
ENDING JUNE 30, 2000
<PAGE>
inside front cover
<PAGE>
MID-YEAR REPORT
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TO OUR INVESTORS
We are pleased to enclose our financial results for the first six months of
calendar 2000. We also want to take this opportunity to bring you up to date
with developments at Beacon Capital Partners over this period and to provide
an overview of the progress we are making in implementing our strategy.
OUR STRATEGY
For more than a year now, we have been mapping out a strategy that was in
response to shifts in the capital markets and that was consistent with the
primary objectives of our investors, to produce strong returns and to provide
liquidity. In light of the weak public markets, we made the decision not to
pursue an initial public offering and chose instead to access additional
equity capital through the private markets. We believe that this alternative
allows us to continue to implement our focused investment strategy during a
time when real estate fundamentals are rapidly strengthening, but many
investors are without capital. Through a private fund, we have been able to
effectively leverage equity from our original investors, while maintaining
the alignment of interests. All of the economic benefits associated with
being the General Partner of the new Fund flow directly to our shareholders.
We have maintained our focus on opportunities in knowledge-based economies
where we can apply our management and development skills and expertise. This
strategy has proven to be right on target and has resulted in some
extraordinary investments.
The evolution of our strategy and its implications for the Company was
described in detail in our Proxy Statement that was distributed in April of
this year. We indicated that we would pursue a plan of selling assets and
returning capital over time. We also indicated that we would further enhance
liquidity through a stock repurchase program. To date, we have made cash
distributions of nearly $4.00 per share to our shareholders, including a
$3.00 special dividend in June that resulted from various property sales and
refinancings. In addition, we have repurchased nearly 1.8 million shares of
our common stock, providing enhanced liquidity and improving the overall
value for our remaining shareholders.
FINANCIAL RESULTS
The detailed financial statements for the period are included in this report.
In summary, Funds from operations (FFO) totaled $13,041,000 or 62 cents per
share, an increase of 54.7 percent compared with FFO of $8,432,000 or 40
cents per share in the first half of 1999. Revenues amounted to $31,931,000
versus $19,056,000 an increase of 67.6 percent for the same period. The
weighted average number of common shares outstanding in the six-month period
totaled 20,973,000 compared with 20,974,000 a year earlier.
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BEACON CAPITAL PARTNERS, INC.
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<PAGE>
MID-YEAR REPORT
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STATUS OF THE PORTFOLIO
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ATHENAEUM PORTFOLIO, CAMBRIDGE, MA
The Cambridge market has changed dramatically since we acquired this 970,000
square foot portfolio in May 1998. Market rents have increased by more than
100%, as technology-driven demand coupled with severe constraint on supply
has positioned Cambridge as one of the strongest markets in the U.S.
Cambridge is now on the "radar screen" of real estate buyers and lenders and
has become a target market for many. We completed a $175 million refinancing
of the portfolio in April. After closing costs, defeasance, and repayment of
the prior loan, we split net proceeds of $90.7 million with our joint venture
partner. In June, we successfully closed the sale of the 215 First Street
property for $68 million ($222 per sq. ft.). In conjunction with the sale,
the loan was paid down by $50.9 million. A gain of approximately $25.2
million was realized from the sale. The portfolio now consists of 664,000
square feet concentrated around Kendall Square.
TECHNOLOGY SQUARE, CAMBRIDGE, MA
We continue to implement the redevelopment and expansion of this project,
transforming it to "ground zero" for Cambridge's technology community. Two of
the original buildings have been fully renovated, and together with the third
building (fully leased to M.I.T.), have reached a stabilized occupancy of
92%. New development totaling 600,000 square feet, which received final
entitlements earlier this year, is well under way. The first of four new
buildings (175,000 square feet) is currently under construction and is
expected to be ready for occupancy by spring 2001. Market rents in Cambridge
now exceed $60 per square foot. Demand for space is so strong that we are
accelerating construction on two additional buildings.
[PHOTO OF CONSTRUCTION ON TECHNOLOGY SQUARE BUILDING]
THE DRAPER BUILDING, CAMBRIDGE, MA
As reported in our annual report, Draper Laboratories, the sole tenant in
this 475,000 square foot building, failed to exercise an option to renew its
lease. This option and subsequent options, if exercised, would have extended
the lease to 2052 at rates significantly below current market. After
extensive negotiation, and the tenant's strong desire to preserve its
occupancy, Draper decided to purchase the building. On April 19, 2000 we sold
the property to Draper for $72.5 million. The Draper Building was purchased
by Beacon in June 1998 as part of the Technology Square portfolio. The entire
portfolio was acquired for $123 million, of which approximately $42 million
was allocated to the Draper Building. After closing costs and a $32.2 million
pay down of the Deutsche Bank facility, we realized net proceeds of
approximately $40 million from the sale. The Company recorded a gain of
approximately $27.3 million from the sale.
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BEACON CAPITAL PARTNERS, INC.
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<PAGE>
MID-YEAR REPORT
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STATUS OF THE PORTFOLIO
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DALLAS OFFICE & INDUSTRIAL PORTFOLIO, DALLAS, TX
The excess supply of office space, caused by a surge in new construction in
1999, has continued to suppress office rents. While we continue to rollover
the portfolio at rents that are higher than prior rents in place, market
rents have not materially appreciated and average occupancy for the portfolio
has not exceeded 90%. On the positive side, there is virtually no new
construction and demand remains strong as job growth in Dallas continues to
exceed expectations. For the first six months of 2000 nearly 92,000 net new
jobs had been created in the Dallas Ft. Worth MSA, representing an annual
growth rate of approximately 5%. We continue to aggressively lease and manage
the assets and are exploring strategy and timing for selling certain
properties in the portfolio.
MATHILDA RESEARCH CENTRE, SUNNYVALE, CA
Construction has been completed on the first phase (144,000 square feet), and
the tenant, Juniper Networks, took occupancy on June 1, 2000. The second
phase (123,000 square feet), which will also be occupied by Juniper Networks,
is under construction and is expected to be ready for occupancy by spring
2001. The initial rent (for both phases) is $30 per square foot (net) and
increases annually by 4%, providing an average unleveraged yield of 17% over
the 12-year lease term. In conjunction with our partner, Menlo Equities, we
have also agreed to terms to acquire an adjacent parcel of land and develop a
third phase for Juniper Networks. The 101,000 square foot building is
projected to cost approximately $28 million and will require additional
equity capital of approximately $10 million from Beacon Capital Partners.
MILLENNIUM TOWER, SEATTLE, WA
Construction is proceeding on this 20-story office and residential tower in
downtown Seattle. The "topping off" milestone was achieved on June 16th and
the building is expected to be ready for occupancy by early first quarter
2001. Market prices for condominiums have risen steadily since our
underwriting and we now expect average pricing to be considerably higher than
the proforma of $350 per square foot. Substantial progress has been made on
the office leasing. As of the end of the second quarter, leases that have
been executed or are out for signature represent 98,000 square feet, or
approximately 55% of the space, at average net rents of $38 over ten year
terms. Tenants include a major financial services firm and a Seattle-based
law firm.
[PHOTO OF CONSTRUCTION OF MILLENNIUM TOWER]
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BEACON CAPITAL PARTNERS, INC.
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<PAGE>
MID-YEAR REPORT
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STATUS OF THE PORTFOLIO
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FORT POINT PLACE, BOSTON, MA
[PHOTO OF FORT POINT PLACE]
We resolved the appeal to our zoning variance for the residential component
of the project and substantially completed the construction by the end of the
second quarter. The project, which entailed the conversion of two brick and
beam warehouse buildings to 120 loft condominiums, is now available for
occupancy. To date, we have executed purchase and sale contracts on 50 units,
and have reservations for 26 additional units. Average pricing is
approximately $253 per square foot, slightly above our projections. We also
were successful in renewing the major tenant in the office portion of the
project. The tenant, who occupies approximately 96,000 square feet (65%),
signed a new five-year lease at a rate of $39.50 per square foot, nearly
three times the prior rent.
OPERATING COMPANY INVESTMENTS
WYNDHAM INTERNATIONAL, INC.
We completed our investment in Wyndham International a year ago. Since that
time, Wyndham has made substantial progress in defining and implementing a
more operations-focused business strategy. Under the leadership of a new
results-oriented management team, Wyndham has been delivering strong results
in terms of RevPAR and occupancy. Wyndham has also focused on improving the
balance sheet through the sale of non-strategic assets and the reduction of
debt. Wyndham reported second quarter results that significantly exceeded
"Street" expectations. RevPAR growth was 5.7% and average occupancy was
77.2% for the quarter. So far this year, Wyndham has sold $240 million of
non-strategic assets and during the second quarter reduced outstanding debt
by $160 million. Management's stated priority is to improve revenue and
margins, reduce corporate overhead and simplify the business model by
focusing primarily on the core proprietary brands of Wyndham. The Wyndham
preferred stock, (which is held in a voting trust) continues to distribute
quarterly dividends, paid in a combination of cash and additional paid in
kind shares.
CYPRESS COMMUNICATIONS, INC.
On February 10, 2000 Cypress successfully completed its initial public
offering, issuing ten million shares of common stock at $17.00. Trading on
Nasdaq under the symbol "CYCO", the stock price has fluctuated between $5.00
and $30.00, and at the end of the second quarter was trading at approximately
$7.25 per share, (representing approximately $31 million for Beacon's
aggregate position). Before the IPO, Beacon Capital Partners had invested a
total of $11 million in the company and distributed the investment to a
voting trust for which our shareholders are the beneficial owners. The
underlying security of the voting trust is common shares of Cypress with an
original cost basis of approximately $2.60 per share. At the time that the
investment was transferred into the voting trust, the basis was written up to
$4.22 per share. The voting trust units are subject to customary lock-up
restrictions as well as certain other terms and conditions of the trust.
Cypress recently appointed a new seasoned executive from the
telecommunications industry as CEO of the company and reported second quarter
earnings that were in line with analysts expectations.
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BEACON CAPITAL PARTNERS, INC.
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<PAGE>
MID-YEAR REPORT
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STATUS OF THE PORTFOLIO
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CO SPACE, INC.
In April 2000, CO Space filed registration documents with the SEC for an
initial public offering. Similar to our investment in Cypress Communications,
we distributed the investment to a voting trust for which our shareholders
are the beneficial owners. On June 1, 2000 it was announced that CO Space was
being acquired by InterNAP (Nasdaq: INAP), in an all-stock transaction.
Following a reverse stock split, the underlying security of the voting trust
was converted to common shares of InterNAP, with a cost basis of
approximately $6.13 per InterNAP share. Beacon originally invested $8 million
in CO Space in November, 1999. Based on InterNap's stock price at the end of
the second quarter, the aggregate investment was valued at nearly $40
million. Similar to our investment in Cypress, the stock is held in a voting
trust and is subject to customary lock-up restrictions as well as the terms
and conditions of the trust.
BEACON CAPITAL STRATEGIC PARTNERS, L.P.
In March 2000, we closed Beacon Capital Strategic Partners, a real estate
limited partnership, with total capital commitments of $287.5 million. Beacon
Capital Partners committed 20% of the capital and the benefits of the
management fee and the incentive return will flow through directly to our
shareholders. Thus far, we have invested in four transactions that upon
stabilization will include over 1.5 million square feet at a projected total
cost of approximately $310 million. We have until October 2001 to invest the
committed capital. To date, we have not drawn any equity capital from the
partners and have funded acquisitions through a $137.5 million subscription
line. Our initial investment in the Fund, 233 Fremont Street in San
Francisco, has already produced tremendous results. In June, we closed on the
sale of the property to an affiliate of Charles Schwab and Company for a
price that equates to $175 million ($453 per square foot). As a result, we
made a $70 million distribution to the partners. In addition to receiving its
prorata share as a limited partner, Beacon Capital Partners as General
Partner was also entitled to 20% of the proceeds, for a total distribution of
$25 million.
FINANCING ACTIVITIES
We completed a $175 million refinancing of the Athenaeum Portfolio in April,
and after closing costs, and defeasance of the prior loan, shared proceeds of
approximately $90.7 million with our joint venture partner. As a result of
the sale of 215 First Street in June, the loan was reduced by $50.9 million.
We also exercised a one-year extension on our interim financing with
Deutsche Bank. The loan, (which now matures in June 2001), was reduced by
$32.2 million as a result of the sale of the Draper Building in April, and the
principal balance outstanding is now $97.8 million.
We believe that we are on track toward delivering strong returns to our
investors. We have already produced some extraordinary results in several of
our investments, and we expect to continue to return capital to our investors
as we execute our strategy.
Thank you for your continued trust and confidence.
/s/ Alan M. Leventhal /s/ Lionel P. Fortin
Alan M. Leventhal Lionel P. Fortin
Chairman and Chief Executive Officer President and Chief Operating Officer
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BEACON CAPITAL PARTNERS, INC.
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<PAGE>
MID-YEAR REPORT
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BEACON CAPITAL PARTNERS, INC.
CONSOLIDATED BALANCE SHEETS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
<TABLE>
<CAPTION>
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JUNE 30, 2000 DECEMBER 31, 1999
(UNAUDITED)
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<S> <C> <C>
ASSETS
Real Estate:
Land $35,257 $52,182
Buildings, improvements and equipment 224,440 216,967
-------- --------
259,697 269,149
Less accumulated depreciation 8,666 7,025
-------- --------
251,031 262,124
Deferred financing and leasing costs, net of accumulated
amortization of $759 and $434, respectively 2,885 3,085
Cash and cash equivalents 83,482 76,927
Restricted cash 611 1,203
Accounts receivable, net 4,423 3,393
Deferred rent receivable 1,550 783
Other assets 503 1,905
Investments in partnership, joint ventures and corporations 98,110 163,677
-------- --------
Total assets $442,595 $513,097
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $31,019 $31,172
Note payable -- interim financing 97,830 122,500
Accounts payable and accrued expenses 14,689 15,209
-------- --------
Total liabilities 143,538 168,881
-------- --------
Commitments and contingencies -- --
Minority interest in consolidated partnership 38,199 43,639
-------- --------
Stockholders' equity:
Preferred stock; $.01 par value, 200,000,000 shares
authorized, none issued or outstanding -- --
Excess stock; $.01 par value, 250,000,000 shares
authorized, none issued or outstanding -- --
Common stock; $.01 par value, 500,000,000 shares
authorized, 20,972,592 and 20,973,932 shares issued
and outstanding, respectively 210 210
Additional paid-in capital 389,502 389,520
Cumulative net income 68,581 12,019
Cumulative dividends (197,435) (101,172)
-------- --------
Total stockholders' equity 260,858 300,577
-------- --------
Total liabilities and stockholders' equity $442,595 $513,097
======== ========
</TABLE>
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BEACON CAPITAL PARTNERS, INC.
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<PAGE>
MID-YEAR REPORT
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BEACON CAPITAL PARTNERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS (UNAUDITED)
<TABLE>
<CAPTION>
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THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
REVENUES:
Rental income $8,524 $4,715 $16,940 $9,877
Reimbursement of operating expenses
and real estate taxes 374 788 690 1,591
Equity in earnings of partnership
and joint ventures 1,120 1,147 3,972 2,401
Interest and dividend income 2,039 2,799 3,334 4,784
Other income 325 162 6,995 403
------- ------ ------- ------
Total revenues 12,382 9,611 31,931 19,056
------- ------ ------- ------
EXPENSES:
Property operating 2,510 1,388 4,764 2,747
Real estate taxes 1,190 1,236 2,439 2,299
General and administrative 2,837 2,341 5,764 4,923
Affiliate formation expenses -- -- 2,054 --
Interest expense 844 25 2,484 467
Depreciation and amortization 1,936 1,192 3,801 2,316
------- ------ ------- ------
Total expenses 9,317 6,182 21,306 12,752
------- ------ ------- ------
Income before gains on sales of
real estate, minority interest
and extraordinary items 3,065 3,429 10,625 6,304
Gains on sales of real estate 58,537 -- 58,537 --
------- ------ ------- ------
Income before minority interest
and extraordinary items 61,602 3,429 69,162 6,304
Minority interest in consolidated
partnership (7,149) (398) (8,026) (732)
------- ------ ------- ------
Income before extraordinary items 54,453 3,031 61,136 5,572
Extraordinary items, net of minority interest (4,562) -- (4,574) --
------- ------ ------- ------
Net income $49,891 $3,031 $56,562 $5,572
======= ====== ======= ======
Income before extraordinary items
per common share -- basic and diluted $2.60 $0.14 $2.92 $0.27
Extraordinary items per common share
-- basic and diluted (0.22) -- (0.22) --
------- ------ ------- ------
Net income per common share
-- basic and diluted $2.38 $0.14 $2.70 $0.27
======= ====== ======= ======
Weighted average number of common
shares outstanding (in thousands) 20,973 20,974 20,973 20,974
======= ====== ======= ======
FFO CALCULATION
Income before gains on sales of real
estate, minority interest and
extraordinary items $3,065 $3,429 $10,625 $6,304
Add real estate related depreciation and amortization:
Consolidated entities 1,532 1,116 3,051 2,203
Joint venture entities 524 518 1,076 1,031
------- ------ ------- ------
Funds from operations before
minority interest 5,121 5,063 14,752 9,538
Company share of consolidated
partnership 88.39% 88.40% 88.40% 88.40%
------- ------ ------- ------
Company funds from operations $4,527 $4,476 $13,041 $8,432
======= ====== ======= ======
Funds from operations per common share $0.22 $0.21 $0.62 $0.40
======= ====== ======= ======
</TABLE>
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BEACON CAPITAL PARTNERS, INC.
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<PAGE>
MID-YEAR REPORT
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Since our inception, we have made distributions to our unitholders and
stockholders. We have paid cash dividends and have also distributed our
interests in three voting trusts established to hold stock of companies in
which we have made investments. The following chart summarizes these
distributions. The numbers in the chart assume you have held 1,000 shares of
common stock of the Company since March 1998. If you did not hold any common
stock on the date of record for each of the distributions of the interests in
the voting trusts, you would not receive an interest in the relevant voting
trust and will not receive any distributions made in respect of that
particular voting trust. An interest in each of the voting trusts is the
equivalent to one share of the underlying securities held by that specific
voting trust.
<TABLE>
<CAPTION>
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DATE OF RECORD DISTRIBUTION RATE DESCRIPTION YOUR HOLDINGS
<S> <C> <C> <C>
March 19, 1998 N/A Purchase of 1,000 shares of 1,000 shares of the Company's
common stock of Beacon common stock
Capital Partners, Inc.
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December 28, 1998 $0.48 per share of the 1998 cash dividend $480.00
Company's common stock
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June 8, 1999 0.04433462 interests in the Distribution of the Wyndham 44.3346 interests in the Wyndham
Wyndham Voting Trust per Voting Trust Voting Trust
share of the Company's
common stock
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September 30, 1999 Annual 9.75%, Dividend Wyndham preferred stock $32.42 and .7565 additional interests
Payment Period = 1 quarterly dividend in the Wyndham Voting Trust, for a
(See Note 1) total of 45.0911 Wyndham Voting
Trust interests
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December 31, 1999 Annual 9.75%, Dividend Wyndham preferred stock $32.42 and .7751 additional interests
Payment Period = 2 quarterly dividend in the Wyndham Voting Trust, for a
(See Note 1) total of 45.8662 Wyndham Voting
Trust interests
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January 5, 2000 0.039632294 interests in the Distribution of the Cypress 39.6323 interests in the Cypress
Cypress Voting Trust per share of Voting Trust Voting Trust
the Company's common stock
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February 10, 2000 4.5 for 1 split of Cypress Voting Cypress stock split from 1 178.3453 converted interests in
Trust interests share of preferred stock to 4.5 the Cypress Voting Trust
shares of common stock
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February 24, 2000 $0.50 per share of the 2000 cash dividend $500.00
Company's common stock
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March 22, 2000 0.224568409 interests in the Distribution of the CO Space 224.5684 interests in the CO Space
CO Space Voting Trust per share Voting Trust Voting Trust
of the Company's common stock
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March 31, 2000 Annual 9.75%, Dividend Wyndham preferred stock $32.42 and .7939 additional interests
Payment Period = 3 quarterly dividend in the Wyndham Voting Trust, for a
(See Note 1) total of 46.6601 Wyndham Voting
Trust interests
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June 16, 2000 $3.00 per share of the 2000 cash dividend $3,000.00
Company's common stock
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June 20, 2000 0.24488 for 1 conversion of CO Each interest in the CO Space 54.9923 interests in the CO Space
Space common stock for Voting Trust represents .24488 Voting Trust
InterNAP common stock shares of InterNAP common
stock
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June 30, 2000 Annual 9.75%, Dividend Wyndham preferred stock $32.42 and .8131 additional interests
Payment Period = 4 quarterly dividend in the Wyndham Voting Trust, for a
(See Note 1) total of 47.4732 Wyndham Voting
Trust interests
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</TABLE>
Note 1: The Wyndham dividend is paid quarterly, partially in cash and
partially in paid in kind shares. The cash portion of the dividend is based
on a formula that keeps the cash dividend flat over the first six years. As
defined in the Certificate of Designation, "Cash Percentage" means, as to any
date, the amount calculated on the basis of the following formula (expressed
as a percentage), with the dividend payment period ("DPP") referring to the
number of dividend payment dates that have occurred prior to such date:
73,125/(7,000,000 times 1.024375 raised to the power of DPP (i.e.,
1.024375DPP), plus 3,000,000).
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BEACON CAPITAL PARTNERS, INC.
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<PAGE>
inside back cover
<PAGE>
SENIOR MANAGEMENT
Alan M. Leventhal
Chairman of the Board and
Chief Executive Officer
Lionel P. Fortin
President and Chief Operating Officer
William A. Bonn
Senior Vice President and
General Counsel
Jeremy B. Fletcher
Senior Vice President and
Chief Executive
Beacon Capital Partners West
John Halsted
Senior Vice President of BCP and
Chief Investment Officer of
Beacon Venture Partners, Inc.
Douglas S. Mitchell
Senior Vice President --
Development
Erin R. O'Boyle
Senior Vice President and
Chief Investment Officer
Randy J. Parker
Senior Vice President and
Chief Financial Officer
Thomas Ragno
Senior Vice President --
Management and Leasing
DIRECTORS
Alan M. Leventhal
Chairman of the Board and
Chief Executive Officer
Beacon Capital Partners, Inc.
Boston, MA
Lionel P. Fortin
President and Chief Operating Officer
Beacon Capital Partners, Inc.
Boston, MA
Stephen T. Clark
President
Cypress Realty, Inc.
Houston, TX
Robert M. Melzer
Formerly: President and Chief Executive Officer
Property Capital Trust
Boston, MA
Steven Shulman
Managing Director
Latona Associates, Inc.
Hampton, NH
Scott M. Sperling
Managing Director
Thomas H. Lee Company
Boston, MA
BEACON CAPITAL PARTNERS, INC. (617) 457-0400
ONE FEDERAL STREET (617) 457-0499 Fax
BOSTON, MASSACHUSETTS 02110 www.beaconcapital.com
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BEACON CAPITAL PARTNERS, INC.
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