<PAGE>
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)
FEBRUARY 10, 2000
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
<PAGE>
ITEM 5 - OTHER EVENTS
On February 10, 2000, Beacon Capital Partners, Inc. (the "Company")
issued a press release. 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
February 10, 2000.
2
<PAGE>
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: February 14, 2000 By: /S/ RANDY J. PARKER
---------------------------------------
Randy J. Parker
Senior Vice President and
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 99.1 - Press Release of Beacon Capital Partners, Inc.,
dated February 10, 2000.
<PAGE>
Exhibit 99.1
BEACON CAPITAL PARTNERS, INC.
One Federal Street
Boston, Massachusetts 02110
(617) 457-0400
Contact: Randy J. Parker FOR IMMEDIATE RELEASE
Chief Financial Officer
CYPRESS COMMUNICATIONS LAUNCHES INITIAL PUBLIC OFFERING
BOSTON, February 10, 2000 - Beacon Capital Partners, Inc. announced today that
Cypress Communications, Inc., a company in which Beacon affiliates own a 9.5%
interest, successfully launched its initial public offering. Cypress commenced
trading on NASDAQ today under the symbol CYCO.
Beacon Capital Partners invested an aggregate amount of $11 million in Cypress
during 1998 and 1999 in the form of preferred stock. On January 3, 2000 Beacon
Capital Partners distributed all of the shares of preferred stock of Cypress
into a Voting Trust. The beneficiaries of the Voting Trust are the shareholders
and unitholders of Beacon Capital Partners of record as of January 5, 2000. The
distribution was treated as a non-cash dividend from Beacon Capital Partners,
valued at approximately $.753 per Beacon share. Each share of Beacon Capital
Partners common stock received .039632295 interests in the Cypress Voting Trust.
In conjunction with the initial public offering, each share of Cypress preferred
stock converts into 4.5 shares of Cypress common stock. Following the
conversion, each unit in the Cypress Voting Trust will also represent one share
of Cypress common stock. Beacon Capital Partners shareholders can determine the
number of Cypress common shares that they beneficially own through the voting
trust by multiplying the number of Beacon Capital Partners shares (that they
held on January 5, 2000) by .039632295 and then multiplying that number by 4.5.
(For example: 1,000 Beacon Capital Partners shares times .039632295 times 4.5 =
178.35 common shares of Cypress).
BEACON CAPITAL PARTNERS SHAREHOLDERS ARE REMINDED THAT THESE CYPRESS SHARES ARE
HELD IN A VOTING TRUST AND ARE SUBJECT TO THE TERMS AND RESTRICTIONS OF THE
VOTING TRUST AGREEMENT. THESE SHARES HAVE NOT BEEN DISTRIBUTED AND ARE NOT
AVAILABLE FOR TRADING. THE CYPRESS VOTING TRUST IS A SEPARATE ENTITY AND DOES
NOT TRADE WITH THE COMMON STOCK OF BEACON CAPITAL PARTNERS. A COMPLETE
INFORMATION STATEMENT AND FINAL PROSPECTUS AS WELL AS A REVISED STATEMENT OF
HOLDINGS WILL BE DISTRIBUTED TO THE BENEFICIAL INTEREST HOLDERS OF THE CYPRESS
VOTING TRUST WITHIN THE NEXT WEEK.
<PAGE>
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 the timing of the actual distribution of the Cypress shares, 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.
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 a
regional office in Los Angeles.
