<PAGE>
Filed By: Cornerstone Properties Inc. Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: Cornerstone Properties Inc. (Commission File No. 1-12861)
Investors and security holders are urged to read the joint proxy
statement/prospectus regarding the business combination transaction
referenced in the press release set forth below, when it becomes available,
because it will contain important information. The joint proxy
statement/prospectus will be filed with the Securities and Exchange
Commission by Equity Office Properties Trust and Cornerstone Properties Inc.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus (when it is available) and other documents filed by
Equity Office Properties Trust and Cornerstone Properties Inc. with the
Commission at the Commission's web site at www.sec.gov. The joint proxy
statement/prospectus and these other documents may also be obtained for free
from Cornerstone Properties Inc. by directing a request to Cornerstone
Properties Inc., Tower 56, 126 East 56th Street, New York, New York 10022,
Attention: Corporate Secretary, telephone: (212) 605-7100.
THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY EQUITY OFFICE
PROPERTIES TRUST AND CORNERSTONE PROPERTIES INC. ON FEBRUARY 11, 2000.
EQUITY OFFICE PROPERTIES TRUST AND CORNERSTONE PROPERTIES INC. ANNOUNCE MERGER
AGREEMENT
$4.6 Billion Transaction to Create $18 Billion Office Company
Combined Organization to Own And Operate 95.5 Million Square Feet of Premier
Office Space Nationwide
CHICAGO, and NEW YORK, Feb. 11 /PRNewswire/ -- Equity Office Properties Trust
(NYSE: EOP) and Cornerstone Properties Inc. (NYSE: CPP) today announced that
they have entered into a definitive plan of merger in which Cornerstone will
merge into Equity Office. Once the merger is completed, Equity Office will
own and operate 380 office buildings consisting of 95.5 million square feet
nationwide, a 24% increase in portfolio size based on square footage.
"This merger captures for shareholders of both entities the true benefits of
consolidation in our industry," said Samuel Zell, chairman of the board of
Equity Office. "Cornerstone's properties represent unsurpassed asset quality
concentrated in high barrier-to-entry markets with some of the strongest job
growth rates in the country fueled by the explosive growth in high tech
industries."
<PAGE>
Timothy H. Callahan, president and chief executive officer of Equity Office,
added, "In addition to increasing the diversification and liquidity of the
combined portfolio, these assets are a perfect complement to existing Equity
Office geographic locations. More than 12.5 million square feet (approximately
two-thirds of Cornerstone's portfolio) are in Equity Office's top eight core
markets. Combined, we can offer our customers an unsurpassed range of office
space options and the highest quality services." Mr. Callahan also said that
"Equity Office expects the transaction to be modestly accretive in 2000 and
three to five cents accretive in 2001. Furthermore, the yields on the
transaction in the first 12 months, including all transaction costs, are
expected to be approximately 9.5% on a GAAP basis, 9% on a cash basis and 8.7%
for EBITDA (excluding straight line rent)."
The transaction values Cornerstone at approximately $4.6 billion, which includes
transaction costs and the assumption of approximately $1.8 billion of debt.
Equity Office will pay approximately $1.1 billion in cash and issue
approximately 63.6 million new Equity Office common shares and operating
partnership units in the transaction. Cornerstone common shareholders may elect
to receive $18.00 per share in cash or 0.7009 of an Equity Office common share
or a combination thereof, subject to a final proration. The proportion of
consideration would be approximately 55% shares and 45% cash to the common
shareholder if all current holders of units of Cornerstone Properties Limited
Partnership elect to receive units in EOP Operating Limited Partnership.
Cornerstone common shares will be exchanged for Equity Office common shares at a
fixed 0.7009 exchange ratio based on a prevailing transaction price of $25.68125
per Equity Office common share. The exchange ratio is not subject to change
based on changes in the market prices of either company's common shares, and
there is no "collar" or minimum trading price for the shares. Cornerstone
Properties Limited Partnership unit holders will receive 0.7009 EOP Operating
Limited Partnership units per Cornerstone unit. Cornerstone's convertible
preferred shareholders will receive $18.00 per share in cash.
Equity Office expects to arrange a new credit facility of approximately $1.5
billion to finance a portion of the cash consideration. Equity Office is
currently in discussion with its lead lenders with a view towards obtaining such
financing.
Upon completion of the merger, Equity Office will expand its Board of Trustees
from 11 to 14 members. The new members will be John S. Moody, president and
chief executive officer of Cornerstone, Jan H. W. R. van der Vlist, director of
real estate for PGGM, and William Wilson III, chairman of Cornerstone's Board of
Directors.
The transaction is structured in order to qualify as a tax-free merger, and it
is a condition to closing that each party receive an acceptable tax opinion to
that effect. Shareholders receiving cash will recognize income for federal
income tax purposes.
"The strategic merits of this merger include not only the quality of
Cornerstone's assets and people, but also their commitment to superior customer
service. In addition, we look forward to combining the development capabilities
of our two organizations to take advantage of strategic opportunities for growth
in many of today's most supply-constrained markets, such as San Francisco and
Seattle," said Callahan. "Cornerstone will bring to Equity Office its top-tier
development team and a pipeline that we expect to add to our future growth rate.
It is among our highest priorities to determine how we can best take full
<PAGE>
advantage of the opportunities available to us as a result of Cornerstone's
development team," said Mr. Callahan.
"Cornerstone is extremely pleased to become part of the highest quality office
REIT in the U.S. We believe that the benefits for our shareholders will be
dramatic as we capitalize on the benefits of greater scale, liquidity, and
market leadership," said John S. Moody, president and chief executive officer of
Cornerstone Properties.
The merger, which will be accounted for using purchase accounting, is expected
to be completed in the third quarter of 2000, and is subject to the approval of
the shareholders of both companies and other customary conditions.
PGGM, a 30% shareholder in Cornerstone, and the Directors and certain executive
officers of both companies have agreed to vote in favor of the merger as part of
the merger agreement.
J.P. Morgan & Co. Incorporated was lead financial advisor to Equity Office and
provided a fairness opinion to the Company. Bank of America Securities, Inc. and
Chase Securities, Inc. were co-advisors to Equity Office. Lazard Freres & Co.
was financial advisor to Cornerstone.
As a result of today's announcement, Equity Office has elected to suspend
immediately its previously announced share buy-back program, until further
notice.
Certain matters discussed in this press release may constitute forward- looking
statements within the meaning of the Federal Securities laws. Although Equity
Office and Cornerstone believe that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, they can give
no assurance that their expectations will be achieved. Factors that could cause
actual results to differ materially from current expectations include an
increase in market interest rates, the availability of adequate financing on
acceptable terms, the ability of the merged company to realize synergies and
efficiencies as a result of its increased size and presence in certain markets,
future real estate and general market conditions, the extent of future revenues
and expense attributed to the merged company's portfolio, the extent of future
tenant demand for office space, the companies' respective abilities to satisfy
all conditions for closing including the availability of opinions confirming the
transaction's tax-free status and other risks detailed from time to time in the
companies' respective filings with the Securities and Exchange Commission,
including their annual reports on Form 10-K.
Equity Office Properties Trust is the nation's largest publicly traded owner and
manager of office properties, with a national portfolio of 294 buildings
comprising 77 million square feet in 23 states and the District of Columbia.
Equity Office has an ownership presence in 35 Metropolitan Statistical Areas
(MSA's) and in 81 submarkets, enabling it to provide a wide range of office
solutions for local, regional and national customers. For more company
information, visit the EOP website at www.equityoffice.com.
Cornerstone Properties is a fully integrated real estate investment trust (REIT)
with a full range of development, acquisition, management and leasing
capabilities. The company currently owns 86 Class A office properties throughout
the US totaling over 18.5 million square feet, and has an additional $884
million of projects under development. The properties are located in the major
suburban markets and central business districts of Seattle, Northern and
Southern California, Minneapolis, Chicago, Boston, New York, Washington, D.C.,
and Atlanta. For more information, visit the Cornerstone Properties website at
www.cstoneprop.com.
See Attachments 1-6. This press release is also available in Adobe Acrobat
Portable Document format (PDF). http://www.equityoffice.com/pdf/merger.pdf .
<TABLE>
<CAPTION>
Regional Summary
(As of 1/31/00)
Square Feet % Square Feet % NOI MSA's
<S> <C> <C> <C> <C>
All Properties 95,462,465 -- -- 39
CBD 48,726,148 51.0% 53.6% --
Suburban 46,736,317 49.0% 46.4% --
</TABLE>
Regional Distribution based on NOI and Square Feet
(As of 1/31/99)
<TABLE>
<CAPTION>
CBD Suburban
Square Feet % Square % NOI Square Feet % Square % NOI
Feet Feet
<S> <C> <C> <C> <C> <C> <C>
Central 8,951,665 9.4% 6.5% 4,929,840 5.2% 4.9%
Northeast 15,491,339 16.2% 22.8% 9,866,782 10.3% 11.3%
Pacific 7,061,425 7.4% 8.6% 12,287,803 12.9% 14.9%
Southeast 4,280,859 4.5% 3.6% 5,985,649 6.3% 4.8%
Southwest 2,591,819 2.7% 2.0% 9,007,612 9.4% 6.0%
West 10,349,041 10.8% 10.2% 4,658,631 4.9% 4.5%
Total 48,726,148 51.0% 53.6% 46,736,317 49.0% 46.4%
</TABLE>
<TABLE>
<CAPTION>
All Properties
Square Feet % Square Feet % NOI
<S> <C> <C> <C>
Central 13,881,505 14.5% 11.4%
Northeast 25,358,121 26.6% 34.2%
Pacific 19,349,228 20.3% 23.5%
Southeast 10,266,508 10.8% 8.4%
Southwest 11,599,431 12.2% 7.9%
[OMITTED GRAPHIC SHOWED % NDI AS OF 1/31/99 FOR ALL PROPERTIES]
<PAGE>
West 15,007,672 15.7% 14.6%
Total 95,462,465 100.0% 100.0%
</TABLE>
Summary of MSAs
(As of 1/31/00)
<TABLE>
<CAPTION>
MSA State # Buildings Square Feet % Square Feet % NOI
<S> <C> <C> <C> <C> <C>
1 Boston MA 52 12,354,570 12.9% 15.7%
2 Chicago IL 30 11,201,732 11.7% 10.0%
3 San Francisco CA 25 6,270,622 6.6% 8.7%
4 Washington D.C. DC,VA 23 5,467,368 5.7% 7.3%
5 Atlanta GA 45 7,790,556 8.2% 7.0%
6 Seattle WA 19 6,848,812 7.2% 8.2%
7 New York NY 5 3,197,257 3.3% 6.7%
8 Los Angeles CA 14 4,465,831 4.7% 5.1%
9 San Jose CA 38 2,809,594 2.9% 3.9%
10 Denver CO 15 4,160,311 4.4% 3.2%
11 Dallas TX 14 4,237,044 4.4% 2.9%
12 Stamford CT 8 1,811,704 1.9% 2.3%
13 Philadelphia PA 13 2,527,222 2.6% 2.1%
14 Minneapolis MN 3 2,003,312 2.1% 2.1%
15 Orange County CA 7 1,954,250 2.0% 1.9%
16 Houston TX 7 2,734,362 2.9% 1.8%
17 East Bay CA 12 1,601,177 1.7% 1.5%
18 New Orleans LA 5 2,357,699 2.5% 1.4%
19 Austin TX 3 1,426,948 1.5% 1.4%
20 San Diego CA 8 1,244,017 1.3% 1.3%
21 Cleveland OH 1 1,242,144 1.3% 0.9%
22 Sacramento CA 2 575,336 0.6% 0.8%
23 Phoenix AZ 2 605,295 0.6% 0.5%
24 San Antonio TX 3 604,283 0.6% 0.4%
25 St. Louis MO 1 339,163 0.4% 0.3%
26 Norfolk VA 1 403,276 0.4% 0.3%
27 Columbus OH 2 379,752 0.4% 0.3%
28 Portland OR 1 368,138 0.4% 0.3%
29 Charlotte NC 1 581,666 0.6% 0.3%
30 Nashville TN 1 421,513 0.4% 0.3%
31 Indianapolis IN 2 1,057,877 1.1% 0.2%
32 Ventura CA 4 291,793 0.3% 0.2%
33 Orlando FL 1 640,385 0.7% 0.2%
34 Raleigh/Durham NC 1 181,221 0.2% 0.2%
35 Anchorage AK 2 190,599 0.2% 0.2%
36 Ft. Worth TX 2 239,095 0.3% 0.1%
37 Salt Lake City UT 1 136,608 0.1% 0.1%
38 Sarasota FL 1 247,891 0.3% 0.2%
39 Albuquerque NM 5 492,042 0.5% 0.0%
Grand Total 380 95,462,465 100.0% 100.0%
</TABLE>
[OMITTED GRAPHIC SHOWED LEASE EXPIRATIONS AS OF 12/31/99 FOR EACH YEAR
FROM 2000 TO 2008 AND FOR "2009 AND BEYOND" BY TOTAL PORTFOLIO SQUARE FOOTAGE
EXPIRING AND PERCENTAGE OF TOTAL PORTFOLIO SQUARE FOOTAGE EXPIRING]
Rollover of Top 10 Markets - Based on Square Footage
(As of 12/31/99)
<TABLE>
<CAPTION>
Expiration Year
2000 2001 2002 Total
Percentage of Total Portfolio Square Footage Expiring
<S> <C> <C> <C> <C>
Boston 0.66% 1.69% 1.88% 4.23%
Chicago 1.07% 0.93% 1.25% 3.25%
San Francisco 0.46% 0.98% 0.78% 2.22%
Washington D.C. 0.34% 0.56% 1.59% 2.49%
Atlanta 0.94% 1.61% 0.77% 3.33%
Seattle 0.81% 0.96% 0.79% 2.56%
New York 0.04% 0.57% 0.29% 0.90%
Los Angeles 0.40% 0.47% 0.48% 1.34%
San Jose 0.62% 0.60% 0.13% 1.35%
Denver 0.50% 0.61% 0.72% 1.82%
</TABLE>
Excludes Pruneyard Inn (hotel) and Wells Fargo Center (acquired after
12/31/99).
Net Effective Square Footage
(As of 1/31/00)
<TABLE>
<CAPTION>
Company's
Company's Effective Square Effective
Ownership Percentage Feet Square Feet
<S> <C> <C> <C>
Company's Ownership -
Wholly-Owned Assets 100% 80,149,822 80,149,822
Company's Consolidated
Joint Ventures
Plaza at LaJolla Village 66.67% 635,419 423,634
Galland & Seneca Building 100.00% 97,678 97,678
Washington Mutual Tower 100.00% 1,048,430 1,048,430
222 Berkeley Street 91.50% 530,884 485,759
500 Boylston Street 91.50% 715,464 654,650
191 Peachtree Street 99.50% 1,215,288 1,209,212
Norwest Center 75.30% 1,117,439 841,432
120 Montgomery 66.67% 418,751 279,167
One Post 50.00% 388,366 194,183
<PAGE>
Market Square 100.00% 688,709 688,709
Subtotal 6,856,428 5,922,853
Company's Unconsolidated
Joint Ventures
500 Orange Tower 100.00% 290,765 290,765
One Post Office Square 50.00% 765,780 382,890
75-101 Federal Street 51.61% 811,054 418,599
Rowes Wharf 50.00% 344,698 172,349
Metropoint II 70.00% 150,181 105,127
10 & 30 South Wacker 75.00% 2,003,288 1,502,466
Bank One Center 25.00% 1,057,877 264,469
Pasadena Towers 25.00% 439,367 109,842
Promenade II 50.00% 770,840 385,420
Suntrust Center 25.00% 640,385 160,096
Preston Commons 50.00% 418,604 209,302
Sterling Plaza 50.00% 302,747 151,374
Sunset North Corporate Campus 80.00% 460,629 368,503
Subtotal 8,456,215 4,521,201
Total Portfolio at 1/31/00 95,462,465 90,593,876
Unconsolidated Joint Venture
not Included in Portfolio
Four Oaks Place 2.55% 1,753,784 44,721
Total Net Effective Square
Footage at 1/31/00 97,216,249 90,638,597
</TABLE>
<TABLE>
<CAPTION>
Office Property List
(As of 1/31/00)
* properties representing
Cornerstone Portfolio
Percent of
Approximate Total
Number of Year Built Rentable Portfolio
Primary Market Buildings /Renovated Square Rentable
Sub Market Feet Square Feet
<S> <C> <C> <C> <C>
CENTRAL REGION
Chicago
Central Loop
161 N. Clark 1 1992 1,010,520 1.1%
200 West Adams 1 1985/1996 677,222 0.7%
30 N. LaSalle Street (a) 1 1974/1990 925,950 1.0%
One North Franklin 1 1991 617,592 0.6%
Lake County
Tri-State International 5 1986 546,263 0.6%
* Corporate 500 Centre 4 1986-1990 651,848
O'Hare
Presidents Plaza 4 1980-1982 815,604 0.9%
1700 Higgins 1 1986 133,876 0.1%
Oak Brook
AT&T Plaza 1 1984 224,847 0.2%
Oakbrook Terrace Tower 1 1988 772,928 0.8%
Westbrook Corporate Center 5 1985-1996 1,107,372 1.2%
* One Lincoln Center 1 1986 297,350
West Loop
10 & 30 S. Wacker 2 1983-1987 2,003,288 2.1%
101 N. Wacker 1 1980/1990 575,294 0.6%
Civic Opera House 1 1929/1996 841,778 0.9%
Cleveland
Downtown
BP Tower 1 1985 1,242,144 1.3%
Columbus
Suburban
Community
Corporate Center 1 1987 250,169 0.3%
One Crosswoods Center 1 1984 129,583 0.1%
Indianapolis
Downtown
Bank One Center
/Tower (a) 2 1990 1,057,877 1.1%
Central Region Total
/Weighted Average 35 13,881,505 14.5%
NORTHEAST REGION
Boston
Backbay/Boylston
* 222 Berkeley Street 1 1991 530,884 0.6%
* 500 Boylston Street 1 1988 715,464 0.7%
East Cambridge
One Canal Park 1 1987 98,154 0.1%
* One Memorial Drive 1 1985 352,764 0.4%
Riverview I & II 2 1985-1986 263,892 0.3%
Ten Canal Park 1 1987 110,843 0.1%
Financial District
<PAGE>
100 Summer Street 1 1974/1990 1,037,801 1.1%
* 125 Summer Street 1 1989 463,691 0.5%
150 Federal Street 1 1988 529,730 0.6%
175 Federal Street 1 1977 207,366 0.2%
2 Oliver Street-147 Milk Street 1 1988 270,302 0.3%
225 Franklin Street 1 1966/1996 916,722 1.0%
28 State Street 1 1968/1997 570,040 0.6%
60 State Street 1 1979 823,014 0.9%
75-101 Federal Street (c) 2 1988 811,054 0.8%
One Post Office Square (c) 1 1981 765,780 0.8%
Rowes Wharf (a) (c) 3 1987 344,698 0.4%
Russia Wharf 1 1978-1982 312,833 0.3%
South Station (a) 1 1988 178,959 0.2%
Government Center
Center Plaza 1 1969 637,069 0.7%
Northwest
Crosby Corporate Center 6 1996 337,285 0.4%
Crosby Corporate Center II (d) 3 1998 257,528 0.3%
New England Executive Park 8 1970-1985 760,118 0.8%
New England Executive Park 17 1 1979 56,890 0.1%
The Tower at New England
Executive Park (e) 1 1971/1999 194,911 0.2%
South
Westwood Business Center 1 1985 164,985 0.2%
West
Wellesley Office Park 1-4 4 1962-1970 216,420 0.2%
Wellesley 5-7 3 1972-1984 362,421 0.4%
Wellesley 8 1 1960/1996 62,952 0.1%
New York
Columbus Circle
Worldwide Plaza (f) 1 1989 1,704,624 1.8%
Madison Avenue
* 527 Madison Avenue 1 1986 215,539 0.2%
Park/Lexington
Park Avenue Tower (g) 1 1986 550,894 0.6%
* Tower 56 1 1983 163,633 0.2%
Third Avenue
850 Third Avenue 1 1960/1996 562,567 0.6%
Philadelphia
Center City
1601 Market Street 1 1970 681,289 0.7%
1700 Market Street 1 1969 841,172 0.9%
Conshohocken
Four Falls Corporate
Center (c) 1 1988 254,355 0.3%
King of Prussia/Valley Forge
Oak Hill Plaza (c) 1 1982 164,360 0.2%
Walnut Hill Plaza (c) 1 1985 149,716 0.2%
Main Line
One Devon Square (a) (c) 1 1984 73,267 0.1%
Two Devon Square (c) 1 1985 63,226 0.1%
Three Devon Square (a) (c) 1 1985 6,000 0.0%
Plymouth Meeting/Blue Bell
One Valley Square 1 1982 70,289 0.1%
Two Valley Square 1 1990 70,622 0.1%
Three Valley Square 1 1984 84,605 0.1%
Four and Five Valley
Square (c) 2 1988 68,321 0.1%
Stamford
Shelton
Shelton Point 1 1985/1993 159,848 0.2%
Stamford
One Stamford Plaza 1 1986/1994 212,244 0.2%
Two Stamford Plaza 1 1986/1994 253,020 0.3%
Three Stamford Plaza 1 1980/1994 241,575 0.3%
Four Stamford Plaza 1 1979/1994 260,581 0.3%
177 Broad Street 1 1989 187,573 0.2%
300 Atlantic Street 1 1987/1996 272,458 0.3%
Canterbury Green (a) 1 1987 224,405 0.2%
Washington D.C.
CBD
1111 19th Street 1 1979/1993 252,014 0.3%
1620 L Street 1 1989 156,272 0.2%
One Lafayette Centre 1 1980/1993 314,634 0.3%
East End
* 1333 H Street 1 1982 244,585 0.3%
Market Square 2 1990 688,709 0.7%
Alexandria/Old Town
* 11 Canal Center 1 1986 70,365 0.1%
1600 Duke Street 1 1985 68,770 0.1%
<PAGE>
* 99 Canal Center 1 1986 137,945 0.1%
* Transpotomac Plaza 5 1 1983 96,392 0.1%
Crystal City
Polk and Taylor Buildings 2 1970 902,371 0.9%
Fairfax/Center
Centerpointe I & II 2 1988-1990 407,723 0.4%
Fair Oaks Plaza 1 1986 177,917 0.2%
Herndon/Dulles
Northridge I 1 1988 124,319 0.1%
Reston
Reston Town Center 3 1990 726,045 0.8%
Rosslyn/Ballston
1300 North 17th Street 1 1980 380,199 0.4%
1616 N. Fort Myer Drive 1 1974 292,826 0.3%
Tyson's Corner
E. J. Randolph 1 1983 164,906 0.2%
John Marshall I 1 1981 261,376 0.3%
Northeast Region Total
/Weighted Average 101 25,358,121 26.6%
SOUTHEAST REGION
Atlanta
Buckhead
Prominence in Buckhead (i) 1 1999 424,635 0.4%
Central Perimeter
Central Park 2 1986 612,733 0.6%
One Perimeter Center 4 1972-1986 1,265,245 1.3%
Two Perimeter Center 11 1971-1985 980,708 1.0%
Three Perimeter Center 14 1970-1989 572,629 0.6%
Four Perimeter Center 3 1978-1981 483,796 0.5%
Lakeside Office Park 5 1972-1978 390,721 0.4%
Downtown
* 191 Peachtree Street 1 1991 1,215,288 1.3%
Midtown
Promenade II 1 1990 770,840 0.8%
Northwest
Paces West 2 1988 641,263 0.7%
200 Galleria 1 1985 432,698 0.5%
Charlotte
Uptown
Wachovia Center 1 1972/1994 581,666 0.6%
Nashville
Downtown
Bank of America
Plaza (Nations Bank
Plaza) 1 1977/1995 421,513 0.4%
Norfolk
Norfolk
Dominion Tower 1 1987 403,276 0.4%
Orlando
Central Business District
SunTrust Center 1 1988 640,385 0.7%
Raleigh/Durham
South Durham
University Tower 1 1987/1992 181,221 0.2%
Sarasota
Downtown
Sarasota City Center 1 1989 247,891 0.3%
Southeast Region Total
/Weighted Average 51 10,266,508 10.8%
SOUTHWEST REGION
Austin
CBD
One American Center 1 1984 505,770 0.5%
One Congress Plaza (a) 1 1987 517,849 0.5%
San Jacinto Center 1 1987 403,329 0.4%
Dallas
Far North Dallas
Colonnade I & II 2 1983-1985 606,615 0.6%
Colonnade III 1 1998 377,639 0.4%
Las Colinas
Computer Associates Tower 1 1988 360,815 0.4%
Texas Commerce Tower 1 1985 369,134 0.4%
LBJ/Quorum
Four Forest Plaza (c) 1 1985 394,324 0.4%
Lakeside Square 1 1987 397,328 0.4%
North Central Plaza Three 1 1986/1994 346,575 0.4%
<PAGE>
N. Central Expressway
9400 NCX 1 1981/1995 379,556 0.4%
Eighty-Eighty Central 1 1984/1995 283,707 0.3%
Preston Center
Preston Commons 3 1986 418,604 0.4%
Sterling Plaza 1 1984/1994 302,747 0.3%
Ft. Worth
W/SW Fort Worth
Summitt Office Park 2 1974/1993 239,095 0.3%
Houston
Galleria/West Loop
San Felipe Plaza (c) 1 1984 959,466 1.0%
North Loop/Northwest
Brookhollow Central 3 1972-1981 797,971 0.8%
North/North Belt
Intercontinental Center 1 1983/1991 194,801 0.2%
Northborough Tower (c) 1 1983/1990 207,908 0.2%
West
2500 CityWest 1 1982 574,216 0.6%
New Orleans
CBD
LL&E Tower 1 1987 545,157 0.6%
Texaco Center 1 1984 619,714 0.6%
Metairie/ E. Jefferson
One Lakeway Center 1 1981/1996 289,112 0.3%
Two Lakeway Center 1 1984/1996 440,826 0.5%
Three Lakeway Center 1 1987/1996 462,890 0.5%
San Antonio
Northwest
Colonnade I 1 1983 168,637 0.2%
Northwest Center 1 1984/1994 241,248 0.3%
Union Square 1 1986 194,398 0.2%
Southwest Region Total
/Weighted Average 34 11,599,431 12.2%
WEST REGION
Albuquerque
Downtown
500 Marquette Building 1 1985 230,022 0.2%
Uptown
One Park Square 4 1985 262,020 0.3%
Anchorage
Midtown
Calais Office
Center (a) 2 1975 190,599 0.2%
Denver
Downtown
410 17th Street 1 1978 388,953 0.4%
Denver Post Tower (a) 1 1984 579,999 0.6%
Dominion Plaza 1 1983 571,468 0.6%
Tabor Center 2 1985 674,278 0.7%
Trinity Place 1 1983 189,163 0.2%
Southeast
4949 S. Syracuse 1 1982 62,633 0.1%
Denver Corporate
Center II & III 2 1981/93-97 358,357 0.4%
Metropoint 1 1987 263,719 0.3%
Metropoint II (i) 1 1999 150,181 0.2%
Terrace Building 1 1982 115,408 0.1%
Millennium Plaza 1 1982 330,033 0.3%
Solarium 1 1982 162,817 0.2%
The Quadrant 1 1985 313,302 0.3%
Minneapolis
I-494
Northland Plaza 1 1985 296,965 0.3%
Minneapolis CBD
LaSalle Plaza 1 1991 588,908 0.6%
* Norwest Center 1 1988 1,117,439 1.2%
Phoenix
Central Corridor
49 East Thomas Road (j) 1 1974/1993 18,892 0.0%
One Phoenix Plaza (k) 1 1989 586,403 0.6%
Portland
Downtown
1001 Fifth Avenue (a) 1 1980 368,138 0.4%
Salt Lake City
Central Valley East
* U.S. West 1 1985 136,608 0.1%
<PAGE>
Seattle
Bellevue CBD
* 110 Atrium Place 1 1981 215,172 0.2%
City Center Bellevue 1 1987 472,587 0.5%
One Bellevue Center (a) 1 1983 344,715 0.4%
Rainier Plaza (a) 1 1986 410,855 0.4%
Sunset North Corporate
Campus (l) 3 1999 460,629 0.5%
CBD
1111 Third Avenue 1 1980 528,282 0.6%
Bank of America Tower 2 1985 1,537,932 1.6%
* Galland & Seneca Building 2 1988 97,678 0.1%
Nordstrom Medical Tower 1 1986 101,431 0.1%
Second and Seneca Buildings 2 1991 480,272 0.5%
Second and Spring Building 1
1906/1989 134,871 0.1%
* Washington Mutual Tower 1 1988 1,048,430 1.1%
Wells Fargo Center 1 1983 915,883 1.0%
I-90 Corridor
* Island Corporate Center 1 1987 100,075 0.1%
St. Louis
Mid County
Interco Corporate Tower 1 1986 339,163 0.4%
West Region Total
/Weighted Average 49 15,144,280 15.9%
PACIFIC REGION
East Bay
Berkeley
* Golden Bear Center 1 1986 160,587 0.2%
Concord
* One Corporate Center 1 1985-1987 127,834 0.1%
* Two Corporate Center 1 1985-1987 201,523 0.2%
Pleasanton
* Park Plaza 1 1985-1998 87,040 0.1%
* Peoplesoft Plaza 1 1984 277,562 0.3%
San Ramon
* 2300 Norris Tech 1 1984-1990 67,003 0.1%
* 4550 Norris Tech 1 1984-1990 96,975 0.1%
* 4600 Norris Tech 1 1984-1990 96,535 0.1%
* One ADP Plaza 1 1987-1989 150,056 0.2%
* Two ADP Plaza 1 1987-1989 149,571 0.2%
Walnut Creek
* 1600 South Main 1 1983 83,277 0.1%
* 2700 Ygnacio Valley Road 1 1984 103,214 0.1%
Los Angeles
Downtown
550 S. Hope 1 1991 566,434 0.6%
Two California Plaza 1 1992 1,329,809 1.4%
Glendale
* 700 North Brand 1 1981 202,531 0.2%
Pasadena
Pasadena Towers 2 1990-91 439,367 0.5%
Santa Monica
* 429 Santa Monica 1 1982 83,243 0.1%
* Commerce Park 1 1977 96,091 0.1%
* Janss Court 1 1989 125,709 0.1%
* Searise Office Tower 1 1975 122,292 0.1%
* Wilshire Palisades 1 1981 186,714 0.2%
West Los Angeles
* West Wilshire Medical 1 1960/1976 54,336 0.1%
* West Wilshire Office 1 1960/1976 181,454 0.2%
Westwood
10880 Wilshire Boulevard (a) 1 1970/1992 534,047 0.6%
10960 Wilshire Boulevard 1 1971/1992 543,804 0.6%
Orange County
Airport Office Area
1920 Main Plaza 1 1988 305,662 0.3%
2010 Main Plaza 1 1988 280,882 0.3%
* 18301 Von Karman
(Apple Building) 1 1991 219,536 0.2%
Anaheim Stadium Area
500 Orange Tower (m) 1 1988 290,765 0.3%
Town & Country
1100 Executive Tower 1 1987 366,747 0.4%
* 2677 North Main 1 1987 213,369 0.2%
Unclassified W.
Orange County
<PAGE>
* Bixby Ranch 1 1987 277,289 0.3%
Sacremento
* Wells Fargo Center 1 0 502,365 0.5%
* Exposition Centre 1 1984 72,971 0.1%
San Diego
* Centerside II 1 1987 286,949 0.3%
* Crossroads 1 1991 133,650 0.1%
The Plaza at La Jolla
Village (c) 5 1987-1990 635,419 0.7%
Smith Barney Tower 1 1987 187,999 0.2%
San Francisco
Burlingame
* Bay Park Plaza I 1 0 139,900 0.1%
* Bay Park Plaza II 1 0 117,158 0.1%
* One Bay Plaza 1 0 176,533 0.2%
Financial District
* 120 Montgomery 1 1955 418,751 0.4%
* 188 Embarcadero 1 1985 85,183 0.1%
* 201 California 1 1980 241,196 0.3%
201 Mission Street 1 1981 483,289 0.5%
301 Howard Building 1 1988 307,396 0.3%
580 California 1 1984 313,012 0.3%
60 Spear Street Building 1 1967/1987 133,782 0.1%
One Maritime Plaza 1 1967/1990 534,878 0.6%
One Market 1 1976/1995 1,460,081 1.5%
* One Post 1 1969 388,366 0.4%
Redwood City
* Seaport Centre 1 1988 463,418 0.5%
San Bruno
* Bayhill 4 1 1982-1987 204,624 0.2%
* Bayhill 5 1 1982-1987 88,402 0.1%
* Bayhill 6 1 1982-1987 77,087 0.1%
* Bayhill 7 1 1982-1987 144,591 0.2%
San Mateo
* Peninsula Office Park 1 1 1971-1998 40,817 0.0%
* Peninsula Office Park 3 1 1971-1998 45,938 0.0%
* Peninsula Office Park 4 1 1971-1998 49,925 0.1%
* Peninsula Office Park 5 1 1971-1998 79,342 0.1%
* Peninsula Office Park 6 1 1971-1998 61,736 0.1%
* Peninsula Office Park 8 1 1971-1998 90,723 0.1%
* Peninsula Office Park 9 1 1971-1998 124,494 0.1%
San Jose
Campbell
* Pruneyard Inn 1 1989 90,000 0.1%
* Pruneyard Place 1 1971-1999 120,409 0.1%
* Pruneyard Shopping Center 1 1970 252,210 0.3%
* Pruneyard Tower One 1 1971-1999 117,339 0.1%
* Pruneyard Tower Two 1 1971-1999 117,267 0.1%
Downtown
* 10 Almaden 1 1989 296,883 0.3%
Mountain View
Shoreline Technology Park 12 1985-1991 726,508 0.8%
Palo Alto
* Embarcadero Place 1
(2100 Geng Rd.) 1 1985 48,108 0.1%
* Embarcadero Place 2
(2200 Geng Rd.) 1 1985 48,000 0.1%
* Embarcadero Place 3
(2300 Geng Rd.) 1 1985 48,000 0.1%
* Embarcadero Place 4
(2400 Geng Rd.) 1 1985 48,000 0.1%
Palo Alto Square 6 1971/1985 320,468 0.3%
Santa Clara
Lake Marriott
Business Park 7 1981 401,402 0.4%
Sunnyvale
Sunnyvale Business Center 3 1990 175,000 0.2%
Ventura
Conejo Valley
* Agoura Hills 1 1987 115,265 0.1%
* Warner Park Center 1 1986 57,538 0.1%
* Westlake Spectrum 1 1990 62,305 0.1%
* Westlake Spectrum II 1 1990 56,685 0.1%
Pacific Region Total
/Weighted Average 110 19,212,620 20.1%
Portfolio Total
/Weighted Average 380 95,462,465 100.0%
</TABLE>
(a) All or a portion of this Office Property is held subject to a ground
lease.
(b) This Office Property is held in a private real estate investment trust
in which the Company owns 51.6% of the outstanding shares.
(c) This Office Property is held in a partnership with an unaffiliated
<PAGE>
third party and, in the case of San Felipe Plaza, an affiliated party.
(d) This Office Property was a development project placed in-service in
December 1998.It is currently 78.01% occupied.
(e) This Office Property completed a major redevelopment in June 1999.The
property currently is 51.84% occupied and 64.3% leased, with occupancy
to take place some time in the future.
(f) The Company's interest in the amenities component of this Office
Property is primarily attributable to its ownership of mortgage
indebtedness encumbering the theatre/plaza, retail, health club and
parking facilities associated therewith.
(g) This Company acquired a $295 million first mortgage note secured by
this Office Property for approxmiately $244.9 million.In accordance with
certain agreements concerning the first mortgage note, the Company
controls financial and operational decisions for the Property and is
entitled to substantially all cash flow and residual profit.
Accordingly, the Company consolidated the financial position and results
of operations of the Property.
(h) This Office Property was a development project purchased and placed
in-service in July 1999.It is currently 26.85% occupied and 52.94%
leased, with occupancy to take place some time in the future.
(i) This was a development project that was placed in-service in May 1999.
It is currently 100% occupied.
(j) This Office Property was purchased in conjunction with the purchase of
One Phoenix Plaza for the sole purpose of providing additional parking
for the tenants of One Phoenix Plaza.
(k) This Office Property is 100% leased to a single tenant on a triple net
basis, whereby the tenant pays for certain operating expenses directly
rather than reimbursing the Company. The amounts shown above for
annualized rent include the amounts of reimbursement of expenses paid by
the Company but do not make any adjustments for expenses paid directly
by the tenant.
(l) This Office Property was a development project placed in-service in
December 1999.It is currently 55.5% occupied and 96.9% leased with
occupancy to take place some time in the future.
(m) This Office Property is held subject to an interest in the improvements
at the Property held by an unaffiliated third party. In addition, the
Company has a mortgage interest in such improvements.
