PROSPECTUS SUPPLEMENT
(To Prospectus dated December 12, 1996)
1,132,400 Shares
BEACON PROPERTIES CORPORATION
Common Stock
Beacon Properties Corporation (the "Company") offers hereby 1,132,400
shares of its common stock (the "Common Stock"), par value $.01 per share (the
"Offering"), to the several underwriters (the "Underwriters") who participated
in the Company's offering of 12,000,000 shares of Common Stock which closed on
November 20, 1996 (the "November Offering"). The shares offered hereby are being
sold by the Company to the Underwriters at a price of $33.465 per share so that
they may cover a portion of their short position resulting from over-allotments
in connection with the November Offering. On December 12, 1996, the last
reported sale price of the Common Stock on the New York Stock Exchange was
$34.50.
The proceeds to the Company from the Offering will be $37,895,766 before
deducting estimated expenses payable by the Company of $10,000. The Company
intends to use the net cash proceeds of the Offering to repay amounts drawn
under its credit facility (the "Credit Facility") and/or for general corporate
and working capital purposes. Pending such uses, the net proceeds may be
invested in short-term income-producing investments such as commercial paper,
government securities or money market funds that invest in government
securities.
See "Risk Factors" on page S-2 for certain factors relevant to an
investment in the Common Stock.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------
It is expected that delivery of the Common Stock offered hereby will be
made in New York, New York on or about December 18, 1996.
------------------
The date of this Prospectus Supplement is December 12, 1996
<PAGE>
RISK FACTORS
An investment in the Common Stock involves various risks. Prospective
investors should carefully consider the following information in conjunction
with the other information contained in this Prospectus Supplement before
purchasing Common Stock in the Offering.
Risks Associated with the Addition of a Substantial Number of New
Properties
The Company is currently experiencing a period of rapid growth. Since
January 1996, the Company has invested nearly $1 billion in office properties,
increasing its interests in real estate by over 177%. The Company's ability to
manage its growth effectively will require it to apply successfully its
experience managing its existing portfolio to new markets and to an increased
number of properties. There can be no assurance that the Company will be able to
manage these operations effectively.
Real Estate Financing Risks
Debt Financing and Existing Debt Maturities. The Company intends to
finance the acquisition of additional properties through the use of debt and
equity financing. The Company is therefore subject to risks normally associated
with debt financing, including the possibility that the Company will have
insufficient cash flow to meet required principal and interest payments, will be
unable to refinance existing indebtedness (which in most cases will not be fully
amortized at maturity), or will be unable to secure favorable refinancing terms.
Currently, the Company's total consolidated debt is approximately $455.2
million, and its total consolidated debt plus its proportionate share of total
unconsolidated debt (other than Rowes Wharf) is approximately $548.2 million.
The Company (together with an affiliate), and Equitable Life Assurance Society
of the United States, on behalf of its Prime Property Fund ("Equitable"), the
Company's joint venture partner in Rowes Wharf Associates, each holds one-half
of the mortgage debt on the Rowes Wharf property. The Company's current
consolidated mortgage indebtedness of approximately $440.2 million has
maturities ranging from 1996 through 2008 and is secured by the Company's
properties. In addition, the Company currently has $15.0 million outstanding
under its Credit Facility. The Company's proportionate share of its current
total unconsolidated debt (excluding Rowes Wharf) consists of approximately
$46.6 million on the One Post Office Square property (in which the Company has a
50% general partner interest) and approximately $46.4 million on the 75-101
Federal Street property (in which the Company owns approximately 51.6% of the
common stock of a private real estate investment trust ("REIT") that owns the
Property).
The Company currently has a policy of incurring debt only if upon such
incurrence the Company's Debt to Market Capitalization Ratio (as defined below)
would be 50% or less. For purposes of this policy, the Company's Debt to Market
Capitalization Ratio is calculated as the Company's proportionate share of total
consolidated and unconsolidated debt (excluding Rowes Wharf) as a percentage of
the sum of the market value of outstanding shares of stock of the Company and
units of limited partnership interest in Beacon Properties, L.P. (the "Operating
Partnership") plus the Company's proportionate share of total consolidated and
unconsolidated debt (excluding Rowes Wharf). As noted, the Company (together
with an affiliate) currently holds one-half of the Rowes Wharf mortgage
indebtedness. Upon completion of the Offering, the Company's Debt to Market
Capitalization Ratio will be approximately 23%. Although the Company has adopted
a Debt to Market Capitalization Ratio policy, the organizational documents of
the Company do not contain any limitation on the amount of indebtedness the
Company may incur. Accordingly, the Board of Directors could alter or eliminate
this policy and would do so, for example, if it were necessary in order for the
Company to continue to qualify as a REIT.
The Company anticipates that only a small portion of the principal of the
Company's mortgage indebtedness will be repaid prior to maturity. However, if
the Company does not have funds sufficient to repay such indebtedness at
maturity, the Company may need to refinance indebtedness through additional
debt financing or equity offerings. If the Company is unable to refinance this
indebtedness on acceptable terms, the Company may be forced to dispose of
properties upon disadvantageous terms, which could result in losses to the
Company and adversely affect the amount of cash available for distribution to
stockholders. If prevailing interest rates or other factors result in higher
interest rates at a time when the Company must refinance its
S-2
<PAGE>
indebtedness, the Company's interest expense would increase, which would
adversely affect the Company's results of operations and its ability to pay
expected distributions to stockholders. Further, if any of the Company's
properties are mortgaged to secure payment of indebtedness and the Company is
unable to meet mortgage payments, the mortgagee could foreclose or otherwise
transfer the property, with a consequent loss of income and asset value to the
Company. Even with respect to nonrecourse indebtedness, the lender may have the
right to recover deficiencies from the Company in certain circumstances,
including fraud and environmental liabilities.
Risk of Variable Interest Rates. Outstanding advances under the Credit
Facility bear interest at a variable rate. The Company may incur additional
variable rate indebtedness in the future. Accordingly, increases in interest
rates could increase the Company's interest expense, which could adversely
affect the Company's results of operations and its ability to pay expected
distributions to stockholders. An increase in interest expense could also cause
the Company to be in default under certain Credit Facility covenants.
Limited Geographic Diversification
Approximately 45% and 27% of the Company's proportionate share of the
rentable square feet of its Properties are located in the greater Boston
metropolitan area and the north central Atlanta office market, respectively.
Consequently, the Company will continue to rely upon the demand for office and
other commercial space in the greater Boston and Atlanta metropolitan areas.
Although the Boston and Atlanta areas continue to recover from a severe economic
downturn in real estate markets that occurred in the late 1980s and early 1990s,
there can be no assurance that economic conditions in the Boston and Atlanta
areas will continue to improve.
Risks Involved in Joint Ownership of Properties
The Company holds (i) a 76% general and limited partner interest in the
property partnership that owns the Center Plaza property, (ii) a 50% general
partner interest in the property partnership that owns the One Post Office
Square property, (iii) a 90% limited partner interest (through Beacon Property
Management Corporation and Beacon Construction Company, Inc.) in Rowes Wharf
Limited Partnership (a limited partnership that owns a 50% general partner
interest in Rowes Wharf Associates, the entity that owns the hotel space and
leases the office and retail space at the Rowes Wharf property), (iv) a 10%
general and limited partner interest in the property partnership that owns the
Polk and Taylor Buildings property, and (v) approximately 51.6% of the common
stock of a private REIT that holds a direct fee interest in the 75-101 Federal
Street property. The Company is not in a position to exercise sole decision
making authority regarding One Post Office Square, Rowes Wharf, the Polk and
Taylor Buildings, or 75-101 Federal Street. However, the Company is responsible
for the day-to-day affairs of each of these properties.
Joint ownership of properties may, under certain circumstances, involve
risks not otherwise present in wholly-owned properties. Such risks include the
possibility that the Company's partners or co-investors might become bankrupt,
develop business interests or goals inconsistent with the business interests or
goals of the Company, or take action contrary to the instructions or requests of
the Company or contrary to the Company's policies or objectives, including the
Company's policy with respect to maintaining its qualification as a REIT. Joint
ownership also involves the potential risk of impasse on decisions, such as a
sale, because neither the Company nor the partners or co-investors have full
control over the entity owning the property. Consequently, actions by such
partners or co-investors might result in subjecting jointly-owned properties to
additional risk.
The Company will, however, seek to maintain sufficient control of the
entities holding jointly-owned properties to permit the Company's business
objectives to be achieved. Any capital contribution by the Company or the
Operating Partnership to the property partnerships that own (directly or
indirectly) the Rowes Wharf and Center Plaza properties requires the approval of
the Directors of the Company who are neither officers of the Company nor
affiliated with The Beacon Companies. The Company's organizational documents do
not limit the amount of available funds that may be invested in partnerships,
joint ventures, or co-investments.
S-3
<PAGE>
Possible Adverse Consequences of Limits on Ownership of Common Stock
In order to maintain its REIT qualification, not more than 50% in value of
the outstanding capital stock of the Company may be owned, directly or
indirectly, by five or fewer individuals (as defined in the Internal Revenue
Code of 1986, as amended (the "Code"), to include certain entities) during the
last half of a taxable year (other than the first year) (the "Five or Fewer
Requirement"). In order to protect the Company against the risk of losing its
REIT status due to a concentration of ownership among its stockholders, the
Articles of Incorporation of the Company limit ownership of the issued and
outstanding Common Stock by any single stockholder to 6.0% of the aggregate
value of the Company's shares of capital stock from time to time; provided,
however, that entities whose ownership of Common Stock is attributed to the
beneficial owners of such entities for purposes of the Five and Fewer
Requirement (such as pension trusts qualifying under Section 401 (a) of the
Code, United States investment companies registered under the Investment Company
Act of 1940, as amended, partnerships, trusts, and corporations) are limited by
the Company's Articles of Incorporation to holding no more than 9.9% of the
aggregate value of the Company's shares of Common Stock. The Articles of
Incorporation provide that the Board of Directors can waive these ownership
limitations if the Board is satisfied, based upon the advice of tax counsel,
that ownership in excess of these limits will not jeopardize the Company's
status as a REIT, and further, that such waiver would be in the best interest of
the Company. A transfer of shares to a person who, as a result of the transfer,
would violate the ownership limitations will be void. Shares acquired or
transferred in breach of the ownership limitations will be automatically
converted into shares not entitled to vote or to participate in dividends or
other distributions. In addition, shares acquired or transferred in breach of
the ownership limitations may be purchased by the Company for the lesser of the
price paid and the average closing price for the ten trading days immediately
preceding redemption.
Risks of Acquisition, Development and Construction Activities
The Company intends to acquire existing office and commercial properties
to the extent that they can be acquired on advantageous terms and meet the
Company's investment criteria. In light of current conditions in the Company's
target market areas, the Company anticipates that in the near future additional
properties will be added to the Company's portfolio through acquisitions rather
than new development and construction. Acquisitions of commercial properties
entail general investment risks associated with any real estate investment,
including the risk that investments will fail to perform as expected or that
estimates of the cost of improvements to bring an acquired property up to
standards established for the intended market position may prove inaccurate.
The Company also intends to continue the development and construction of
office and other commercial properties in accordance with the Company's
development and underwriting policies as opportunities arise in the future.
Risks associated with such development and construction activities include the
risk that: the Company may abandon development opportunities after expending
resources to determine feasibility; construction costs of a project may exceed
original estimates; occupancy rates and rents at a newly completed property may
not be sufficient to make the properties profitable; financing may not be
available on favorable terms for development of a property; and construction and
lease-up may not be completed on schedule, resulting in increased debt service
expense and construction costs. Development activities are also subject to risks
relating to the inability to obtain, or delays in obtaining, all necessary
zoning, land-use, building, occupancy, and other required governmental permits
and authorizations. If any of the foregoing occurs, the Company's ability to
make expected distributions to stockholders could be adversely affected. In
addition, new development activities, regardless of whether or not they are
ultimately successful, typically require a substantial portion of management's
time and attention.
The Company anticipates that future development will be financed, in whole
or in part, through additional equity offerings or under lines of credit or
other forms of secured or unsecured construction financing that will result in
the risk that, upon completion of construction, permanent financing for newly
developed properties may not be available or may be available only on
disadvantageous terms. If a project is unsuccessful, the Company's losses may
exceed its investment in the project.
S-4
<PAGE>
Real Estate Investment Risks
General Risks. Investments of the Company are subject to the risks
incident to the ownership and operation of commercial real estate generally. The
yields available from equity investments in real estate depend on the amount of
income generated and expenses incurred. If the Company's properties do not
generate revenues sufficient to meet operating expenses, including debt service
and capital expenditures, the Company's results of operations and ability to
make distributions to its stockholders will be adversely affected.
A commercial property's revenues and value may be adversely affected by a
number of factors, including the national, state and local economic climate;
real estate conditions (such as oversupply of or reduced demand for space and
changes in market rental rates); the perceptions of prospective tenants of the
safety, convenience and attractiveness of the properties; the ability of the
owner to provide adequate management, maintenance and insurance; the ability to
collect all rent from tenants on a timely basis; the expense of periodically
renovating, repairing and reletting spaces; and the increase of operating costs
(including real estate taxes and utilities) that may not be passed through to
tenants. Certain significant expenditures associated with investments in real
estate (such as mortgage payments, real estate taxes, insurance and maintenance
costs) are generally not reduced when circumstances cause a reduction in rental
revenues from the property. If a property is mortgaged to secure the payment of
indebtedness and if the Company is unable to meet its mortgage payments, a loss
could be sustained as a result of foreclosure on the property or the exercise of
other remedies by the mortgagee. In addition, real estate values and income from
properties are also affected by such factors as compliance with laws, including
tax laws, interest rate levels and the availability of financing.
Tenant Defaults. Substantially all of the Company's income is derived from
rental income from real property. Consequently, the Company's results of
operations and ability to make expected distributions to stockholders could be
adversely affected if a significant number of tenants at its properties failed
to meet their lease obligations. In the event of a default by a lessee, the
Company may experience delays in enforcing its rights as lessor and may incur
substantial costs in protecting its investment. Additionally, as a significant
number of the Company's tenants are in the financial services, legal and
accounting businesses, the Company's results of operations and ability to make
expected distributions to stockholders would be adversely affected if these
industries experienced a significant reduction in workforce. At any time, a
tenant of the Company's properties may also seek protection under the bankruptcy
laws, which could result in rejection and termination of such tenant's lease and
thereby cause a reduction in the cash available for distribution by the Company.
If a tenant rejects its lease, the Company's claim for breach of the lease would
(absent collateral securing the claim) be treated as a general unsecured claim.
The amount of the claim would be capped at the amount owed for unpaid
pre-petition lease payments unrelated to the rejection, plus the greater of one
year's lease payment or 15% of the remaining lease payments payable under the
lease (but not to exceed the amount of three years' lease payments). No
assurance can be given that the Company will not experience significant tenant
defaults in the future.
Ground Leases. Two of the Company's properties are the subject of
long-term ground leases. In the case of the lease on the office and retail
portions of the Rowes Wharf property, the landlord becomes the owner of the
portion of the property subject to the lease at the expiration of the term of
the lease or at the earlier termination by reason of a breach of the lease by
the tenant. The lease on the Rowes Wharf property, which expires in 2065, does
not contain an extension option but includes an option to purchase. The ground
lease on the South Station property expires in 2024. The landlord becomes the
owner of the South Station property at the expiration of the term of the ground
lease or at the earlier termination by reason of a breach of the lease by the
tenant. The Company will have the right to extend the lease for two additional
15-year terms, subject to the landlord's right to terminate such additional
periods upon two years' notice and payment to the Company of certain termination
payments.
Market Illiquidity. Equity real estate investments are relatively
illiquid. Such illiquidity will tend to limit the ability of the Company to vary
its portfolio promptly in response to changes in economic or other conditions.
In addition, provisions of the Code limit the Company's ability to sell
properties held for fewer than four years, which may affect the Company's
ability to sell properties without adversely affecting returns to holders of
Common Stock.
S-5
<PAGE>
Operating Risks. The Company's properties are subject to operating risks
common to commercial real estate in general, any and all of which may adversely
affect occupancy or rental rates. The Company's properties are subject to
increases in operating expenses such as cleaning, electricity, heating,
ventilation and air conditioning; elevator repair and maintenance; insurance and
administrative costs; and other general costs associated with security,
landscaping, repairs and maintenance. The Company's tenants are currently
obligated to pay these escalating costs, although there can be no assurance that
tenants will agree to pay such costs upon renewal or that new tenants will agree
to pay such costs. If operating expenses increase, the local rental market may
limit the extent to which rents may be increased to meet such increased expenses
without decreasing occupancy rates. While the Company implements cost-saving
incentive measures at each of its properties, if any of the foregoing occurs,
the Company's results of operations and its ability to make distributions to
stockholders could be adversely affected.
Risk of Investment in Mortgage Debt
The Company may invest in mortgages that are secured by existing office
and commercial properties in circumstances where the Company anticipates that
such investments may result in the Company's acquisition of the related
properties through foreclosure proceedings or negotiated settlements. In
addition to the risks associated with investments in commercial office
properties, investments in mortgage indebtedness present the additional risks
that the fee owners of such properties may default in payments of interest on a
current basis or file for bankruptcy, which may stay the Company's foreclosure
of such mortgages and receipt of payments thereunder. Under such circumstances,
the Company may not realize its anticipated investment return, and may sustain
losses relating to such investments.
Possible Environmental Liabilities
The Company's operating costs may be affected by the obligation to pay for
the cost of complying with existing environmental laws, ordinances and
regulations, as well as the cost of complying with future legislation. Under
various federal, state and local environmental laws, ordinances and regulations,
a current or previous owner or operator of real property may be liable for the
costs of removal or remediation of hazardous or toxic substances on, under, or
in such property. Such laws often impose liability whether or not the owner or
operator knew of, or was responsible for, the presence of such hazardous or
toxic substances. In addition, the presence of hazardous or toxic substances, or
the failure to remediate such property properly, may adversely affect the
owner's ability to borrow by using such real property as collateral. Persons who
arrange for the transportation, disposal or treatment of hazardous or toxic
substances may also be liable for the costs of removal or remediation of such
substances at the disposal or treatment facility, whether or not such facility
is or ever was owned or operated by such person. Certain environmental laws and
common law principles could be used to impose liability for releases of
hazardous materials, including asbestos-containing materials ("ACMs"), into the
environment, and third parties may seek recovery from owners or operators of
real properties for personal injury associated with exposure to released ACMs or
other hazardous materials. Environmental laws may also impose restrictions on
the manner in which a property may be used or transferred or in which businesses
may be operated, and these restrictions may require expenditures. In connection
with the ownership and operation of its properties, the Company may be
potentially liable for any such costs. The cost of defending against claims of
liability or remediating contaminated property and the cost of complying with
such environmental laws could materially adversely affect the Company's results
of operations and financial condition.
Phase I environmental site assessments ("ESAs") have been conducted at all
of the Company's properties by qualified independent environmental engineers.
The purpose of Phase I ESAs is to identify potential sources of contamination
for which the properties may be responsible and to assess the status of
environmental regulatory compliance. The ESAs have not revealed any
environmental liability or compliance concerns that the Company believes would
have a material adverse affect on the Company's business, assets, results of
operations or liquidity, nor is the Company aware of any such liability or
concerns. Nevertheless, it is possible that these ESAs did not reveal all
environmental liabilities or compliance concerns or that material environmental
liabilities or compliance concerns exist of which the Company is currently
unaware.
S-6
<PAGE>
The Company has not been notified by any governmental authority, and has
no other knowledge of, any material noncompliance, liability or claim relating
to hazardous or toxic substances or other environmental substances in connection
with any of its properties except as previously disclosed in documents
incorporated herein by reference or as noted below.
New England Executive Park Portfolio. Site assessments at the New England
Executive Park Portfolio have identified the presence of trichloroethylene in
the groundwater at one monitoring well on the northern perimeter of the
property. The groundwater beneath the property flows into an aquifer, which
supplies drinking water to the Town of Burlington. The concentrations that have
been discovered at the property to date are slightly above the standards
established for trichloroethylene in areas contributing to drinking water
supplies and, as a result, must be reported to the Massachusetts Department of
Environmental Protection (the "DEP"). The owner of the property to the north of
the New England Executive Park Portfolio, which is upgradient of the New England
Executive Park Portfolio, has filed with the DEP indicating the presence of
trichloroethylene in the groundwater of such property. The former owner of the
New England Executive Park Portfolio filed with the DEP to establish the
property's "Downgradient Property Status" under applicable regulations,
indicating that the property is not a source of the trichloroethylene
contamination that has been identified. The DEP has stated that its policy is
not to require downgradient property owners to perform remediation under these
circumstances. In addition, the Town of Burlington has allocated funds for, and
is in the process of constructing, a groundwater treatment facility at its
drinking water supply that draws from the subject aquifer. The Company has been
advised that such treatment facility has the capacity to treat any contaminants
which may be derived from the groundwater passing beneath the New England
Executive Park Portfolio. The Town's water treatment facility and the present
policy of the DEP with respect to downgradient property owners do not relieve
the Company of potential liability for the presence of the identified
trichloroethylene, although the Company does not believe that any such liability
would have a material adverse effect on the Company.
245 First Street. Site assessments performed at 245 First Street have
identified the presence of oil in one soil sample taken at the property in an
amount that slightly exceeds the concentration that requires reporting to the
DEP. Based on these site assessments, however, an environmental consultant has
advised the Company that applicable regulatory requirements can be satisfied
without the need to perform any remediation at the property. As the owner of the
property, the Company could be held liable for costs associated with the
contamination that has been identified, although the Company does not believe
that such costs would have a material adverse effect on the Company.
Risks of Investments in Subsidiaries
The capital stock of each of Beacon Property Management Corporation,
Beacon Construction Company, Inc. and Beacon Design Corporation (collectively,
the "Subsidiary Corporations") is divided into two classes: voting and nonvoting
common stock. Of the voting common stock, 99% is held by officers and/or
directors of such Subsidiary Corporations (each of whom, as of the date of this
Prospectus Supplement, is also an officer and/or director of the Company) and 1%
is held by the Operating Partnership. Of the nonvoting common stock, 100% is
held by the Operating Partnership. Management's 99% voting common stock
represents 1% of the economic interests in each of the Subsidiary Corporations.
Members of each Subsidiary Corporation's management, as the holders of 99% of
the voting common stock, retain the ability to elect the board of directors of
each of the Subsidiary Corporations. Although the nonvoting common stock and the
voting common stock of each of the Subsidiary Corporations held by the Company
represents 99% of the economic interests in such corporations, the Company is
not able to elect directors. Its ability to influence the day-to-day decisions
affecting these corporations may therefore be limited. As a result, the board of
directors and management of each of the Subsidiary Corporations may implement
business policies or decisions that would not have been implemented by persons
controlled by the Company, and that are adverse to the interests of the Company
or that could adversely impact the Company's results of operations. The bylaws
of each of the Subsidiary Corporations require that the voting common stock in
such Subsidiary Corporation be held by officers of such Subsidiary Corporation
at all times and require holders of voting common stock to enter into an
agreement to that effect.
S-7
<PAGE>
Effect of Market Interest Rates on Price of Common Stock
One of the factors that will influence the market price of the Common
Stock in public markets is the annual yield on the price paid for shares of
Common Stock from distributions by the Company. An increase in market interest
rates may lead prospective purchasers of the Common Stock to demand a higher
annual yield from future distributions. Such an increase in the required
distributions yield may adversely affect the market price of the Common Stock.
S-8
<PAGE>
PLAN OF DISTRIBUTION
Subject to the terms and conditions in the terms agreement and related
underwriting (collectively the "Underwriting Agreement") among the Company and
each of the underwriters named below (the "Underwriters"), the Company has
agreed to sell to each of the Underwriters, for whom Merrill Lynch, Pierce
Fenner & Smith Incorporated ("Merrill Lynch"), Dean Witter Reynolds Inc.,
Donaldson, Lufkin & Jenrette Securities Corporation, Lehman Brothers Inc.,
PaineWebber Incorporated and Raymond James & Associates, Inc. are acting as
representatives (the "Representatives"), and each of the Underwriters has
severally agreed to purchase from the Company the respective number of shares of
Common Stock set forth opposite their respective names.
Number
Underwriter of Shares
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................ 133,260
Dean Witter Reynolds Inc. ........................................ 133,260
Donaldson, Lufkin & Jenrette Securities Corporation................ 133,260
Lehman Brothers Inc. ............................................. 133,260
PaineWebber Incorporated........................................... 133,260
Raymond James & Associates, Inc. ................................. 133,260
Bear, Stearns & Co. Inc. ......................................... 23,210
Alex. Brown & Sons Incorporated.................................... 23,210
CS First Boston Corporation........................................ 23,210
A.G. Edwards & Sons, Inc. ........................................ 23,210
J.P. Morgan Securities Inc. ...................................... 23,210
Prudential Securities Incorporated................................. 23,210
Salomon Brothers Inc. ............................................ 23,210
Smith Barney Inc. ................................................ 23,210
Adams, Harkness & Hill, Inc. ..................................... 5,660
Advest, Inc. ..................................................... 5,660
Crowell, Weedon & Co. ............................................ 5,660
EVEREN Securities, Inc. .......................................... 5,660
Fahnestock & Co. Inc. ............................................ 5,660
First Albany Corporation........................................... 5,660
Friedman, Billings, Ramsey & Co., Inc. ........................... 5,660
Furman Selz LLC.................................................... 5,660
Genesis Merchant Group Securities.................................. 5,660
Gruntal & Co., Incorporated........................................ 5,660
Harris Webb & Garrison, Inc. ..................................... 5,660
Interstate/Johnson Lane Corporation................................ 5,660
Janney Montgomery Scott Inc. ..................................... 5,660
Edward D. Jones & Co., L.P. ...................................... 5,660
C.L. King & Associates, Inc. ..................................... 5,660
Legg Mason Wood Walker, Incorporated............................... 5,660
McDonald & Company Securities, Inc. .............................. 5,660
Moors & Cabot, Inc. .............................................. 5,660
Pennsylvania Merchant Group Ltd.................................... 5,660
The Robinson-Humphrey Company, Inc. .............................. 5,660
The Seidler Companies Incorporated................................. 5,660
Sterne, Agee & Leach, Inc. ....................................... 5,660
Stifel, Nicolaus & Company, Incorporated........................... 5,660
Tucker Anthony Incorporated........................................ 5,660
Utendahl Capital Partners, L.P. .................................. 5,660
Wheat, First Securities, Inc. .................................... 5,660
---------
Total................................................... 1,132,400
=========
S-9
<PAGE>
As previously described, the shares offered hereby are being sold by the
Company to the Underwriters at a price of $33.465 per share so that they may
cover a portion of their short position resulting from over-allotments in
connection with the November Offering.
S-10
<PAGE>
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Goodwin,
Procter & Hoar LLP, Boston, Massachusetts, a limited liability partnership
including professional corporations, as corporate, securities and tax counsel to
the Company. Gilbert G. Menna, whose professional corporation is a partner of
Goodwin, Procter & Hoar LLP, is an assistant secretary of the Company and owns
1,000 shares of the Company's Common Stock. Certain legal matters relating to
the Offering will be passed upon for the Underwriters by Brown & Wood LLP, New
York, New York. Brown & Wood LLP will rely on Goodwin, Procter & Hoar LLP, as to
certain matters of Maryland law.
S-11
<PAGE>
PROSPECTUS
$750,000,000
BEACON PROPERTIES CORPORATION
Common Stock
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Beacon Properties Corporation (the "Company") may offer from time to time
shares of its common stock, $.01 par value per share ("Common Stock"), with an
aggregate public offering price of up to $750 million in amounts, at prices and
on terms to be determined at the time of offering. The Common Stock may be
offered in amounts, at prices and on terms to be set forth in one or more
supplements to this Prospectus (each a "Prospectus Supplement").
The specific terms of the Common Stock for which this Prospectus is being
delivered will be set forth in the applicable Prospectus Supplement and will
include any initial public offering price. In addition, such specific terms may
include limitations on direct or beneficial ownership and restrictions on
transfer of the Common Stock, in each case as may be consistent with the
Company's Articles of Incorporation, as then in effect, or otherwise appropriate
to preserve the status of the Company as a real estate investment trust ("REIT")
for federal income tax purposes. See "Restrictions on Transfers of Capital
Stock."
The applicable Prospectus Supplement will also contain information, where
appropriate, about certain United States federal income tax considerations
relating to, and any listing on a securities exchange of, the Common Stock
covered by such Prospectus Supplement.
The Common Stock may be offered by the Company directly to one or more
purchasers, through agents designated from time to time by the Company or to or
through underwriters or dealers. If any agents or underwriters are involved in
the sale of any of the Common Stock, their names, and any applicable purchase
price, fee, commission or discount arrangement between or among them, will be
set forth, or will be calculable from the information set forth, in an
accompanying Prospectus Supplement. See "Plan of Distribution." No Common
Stock may be sold without delivery of a Prospectus Supplement describing the
method and terms of the offering of such Common Stock.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is December 12, 1996.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"SEC" or "Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock. This Prospectus, which constitutes part of the
Registration Statement, omits certain of the information contained in the
Registration Statement and the exhibits thereto on file with the Commission
pursuant to the Securities Act and the rules and regulations of the Commission
thereunder. The Registration Statement, including exhibits thereto, may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the Commission's Regional Offices at 7 World Trade Center, 13th Floor, New York,
New York 10048, and Northwestern Atrium Center, 500 W. Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and copies may be obtained at the prescribed
rates from the Public Reference Section of the Commission at its principal
office in Washington, D.C. Statements contained in this Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference.
The Company files information electronically with the Commission, and the
Commission maintains a Web Site that contains reports, proxy and information
statements and other information regarding registrants (including the Company)
that file electronically with the Commission. The address of the Commission's
Web Site is (http://www.sec.gov).
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the locations described above. Copies of such materials
can be obtained by mail from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
In addition, the Common Stock is listed on the New York Stock Exchange (the
"NYSE"), and such materials can be inspected and copied at the NYSE, 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31,1995, filed with the Commission pursuant to the Exchange Act.
2. The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1996, June 30, 1996 and September 30, 1996, filed with the Commission
pursuant to the Exchange Act.
3. The Company's Current Report on Form 8-K, dated January 5, 1996,
February 20, 1996, July 23, 1996 and October 18, 1996 filed with the Commission
pursuant to the Exchange Act, including all amendments thereto.
4. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission pursuant to the
Exchange Act, including all amendments and reports updating such description.
All other documents filed with the Commission by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Common
Stock are to be incorporated herein by reference and such documents shall be
deemed to be a part hereof from the date of filing of such documents. Any
statement contained in this Prospectus or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or
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supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents. Written requests
should be mailed to Kathleen M. McCarthy, Beacon Properties Corporation, 50
Rowes Wharf, Boston, Massachusetts 02110. Telephone requests may be directed to
617-330-1400.
THE COMPANY
General
Beacon Properties Corporation (collectively with its subsidiaries, the
"Company") is a self-administered and self-managed real estate investment trust
("REIT") which owns a portfolio of Class A office properties and other
commercial properties located in major metropolitan areas, including Boston,
Atlanta, Chicago, Los Angeles and Washington, D.C., as well as commercial real
estate development, construction, acquisition, leasing, design and management
businesses. The Company is a Maryland corporation and its Common Stock is listed
on the New York Stock Exchange under the symbol "BCN."
The Company's business is conducted principally through subsidiaries
which consist of an operating partnership, three subsidiary corporations and
two subsidiary limited partnerships. Beacon Properties, L.P. is a Delaware
limited partnership (the "Operating Partnership"), of which the Company is the
sole general partner. The Company conducts third-party management operations
through Beacon Property Management Corporation, a Delaware corporation (the
"Management Company"), conducts its construction operations through Beacon
Construction Company, Inc., a Delaware corporation (the "Construction Company"),
and conducts third-party tenant space design services through Beacon Design
Corporation, a Massachusetts corporation (the "Design Company"). The Company
conducts management operations for wholly-owned properties through Beacon
Property Management, L.P., a Delaware limited partnership (the "Management
Partnership") and conducts tenant space design services for wholly-owned
properties through Beacon Design, L.P., a Delaware limited partnership (the
"Design Partnership").
The Company's executive offices are located at 50 Rowes Wharf in Boston,
Massachusetts 02110 and its telephone number at that location is 617-330-1400.
USE OF PROCEEDS
Unless otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of Common Stock for
general corporate purposes, including repayment of indebtedness, investment in
new properties and new developments and maintenance of currently owned
properties.
DESCRIPTION OF COMMON STOCK
The description of the Company's Common Stock set forth below does not
purport to be complete and is qualified in its entirety by reference to the
Company's Articles of Incorporation (the "Articles of Incorporation") and Bylaws
(the "Bylaws"), each as amended, as in effect.
General
Under the Articles of Incorporation, the Company has authority to issue
100 million shares of Common Stock. Under Maryland law, stockholders generally
are not responsible for the corporation's debts or obligations. At December 12,
1996, the Company had outstanding 46,984,080 shares of Common Stock.
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Terms
All shares of Common Stock offered hereby have been duly authorized, and
are fully paid and non-assessable. Subject to the preferential rights of any
other shares or series of stock and to the provisions of the Company's Articles
of Incorporation regarding excess stock, $.01 par value per share ("Excess
Stock"), holders of shares of Common Stock will be entitled to receive dividends
on shares of Common Stock if, as and when authorized and declared by the Board
of Directors of the Company out of assets legally available therefor and to
share ratably in the assets of the Company legally available for distribution to
its stockholders in the event of its liquidation, dissolution or winding-up
after payment of, or adequate provision for, all known debts and liabilities of
the Company.
Subject to the provisions of the Company's Articles of Incorporation
regarding Excess Stock, each outstanding share of Common Stock entitles the
holder to one vote on all matters submitted to a vote of stockholders, including
the election of Directors and, except as otherwise required by law or except as
provided with respect to any other class or series of stock, the holders of
Common Stock will possess the exclusive voting power. There is no cumulative
voting in the election of Directors, which means that the holders of a majority
of the outstanding shares of Common Stock can elect all of the Directors then
standing for election, and the holders of the remaining shares of Common Stock
will not be able to elect any Directors.
Holders of Common Stock have no conversion, sinking fund or redemption
rights, or preemptive rights to subscribe for any securities of the Company.
The Company intends to furnish its stockholders with annual reports
containing audited consolidated financial statements and an opinion thereon
expressed by an independent public accounting firm and quarterly reports for the
first three quarters of each fiscal year containing unaudited financial
information.
Subject to the provisions of the Company's Articles of Incorporation
regarding Excess Stock, all shares of Common Stock will have equal dividend,
distribution, liquidation and other rights, and will have no preference,
appraisal or exchange rights.
Pursuant to the Maryland General Corporation Law (the "MGCL"), a
corporation generally cannot dissolve, amend its Articles of Incorporation,
merge, sell all or substantially all of its assets, engage in a share exchange
or engage in similar transactions outside the ordinary course of business unless
approved by the affirmative vote of stockholders holding at least two-thirds of
the shares entitled to vote on the matter unless a lesser percentage (but not
less than a majority of all of the votes to be cast on the matter) is set forth
in the corporation's Articles of Incorporation. The Company's Articles of
Incorporation do not provide for a lesser percentage in such situations.
Restrictions on Ownership
For the Company to qualify as a REIT under the Internal Revenue Code of
1986, as amended (the "Code"), not more than 50% in value of its outstanding
capital stock may be owned, directly or indirectly, by five or fewer individuals
(as defined in the Code to include certain entities) during the last half of a
taxable year. To assist the Company in meeting this requirement, the Company may
take certain actions to limit the beneficial ownership, directly or indirectly,
by a single person of the Company's outstanding equity securities. See
"Restrictions on Transfers of Capital Stock."
Transfer Agent
The transfer agent and registrar for the Common Stock is Boston EquiServe.
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RESTRICTIONS ON TRANSFERS OF CAPITAL STOCK
Restrictions on Transfers
In order for the Company to qualify as a REIT under the Code, among other
things, not more than 50% in value of its outstanding capital stock may be
owned, directly or indirectly, by five or fewer individuals (defined in the Code
to include certain entities) during the last half of a taxable year (other than
the first year) (the "Five or Fewer Requirement"), and such shares of capital
stock must be beneficially owned by 100 or more persons during at least 335 days
of a taxable year of 12 months (other than the first year) or during a
proportionate part of a shorter taxable year. See "Federal Income Tax
Considerations." In order to protect the Company against the risk of losing its
status as a REIT on account of a concentration of ownership among its
stockholders, the Articles of Incorporation, subject to certain exceptions,
provide that no single holder may own, or be deemed to own by virtue of the
attribution provisions of the Code, more than 6.0% (the "Ownership Limit") of
the aggregate value of the Company's shares of Common Stock. Pursuant to the
Code, Common Stock held by certain types of entities, such as pension trusts
qualifying under Section 401(a) of the Code, United States investment companies
registered under the Investment Company Act, partnerships, trusts and
corporations, will be attributed to the beneficial owners of such entities for
purposes of the Five or Fewer Requirement (i.e., the beneficial owners of such
entities will be counted as holders). The Company's Articles of Incorporation
limits such entities to holding no more than 9.9% of the aggregate value of the
Company's shares of capital stock (the "Look-Through Ownership Limit"). Any
transfer of shares of capital stock or of any security convertible into shares
of capital stock that would create a direct or indirect ownership of shares of
capital stock in excess of the Ownership Limit or the Look-Through Ownership
Limit or that would result in the disqualification of the Company as a REIT,
including any transfer that results in the shares of capital stock being owned
by fewer than 100 persons or results in the Company being "closely held" within
the meaning of Section 856(h) of the Code, shall be null and void, and the
intended transferee will acquire no rights to the shares of capital stock. The
foregoing restrictions on transferability and ownership will not apply if the
Board of Directors determines that it is no longer in the best interests of the
Company to attempt to qualify, or to continue to qualify, as a REIT. The Board
of Directors may, in its sole discretion, waive the Ownership Limit and the
Look-Through Ownership Limit if evidence satisfactory to the Board of Directors
and the Company's tax counsel is presented that the changes in ownership will
not then or in the future jeopardize the Company's REIT status and the Board of
Directors otherwise decides that such action is in the best interest of the
Company.
Shares of capital stock owned, or deemed to be owned, or transferred to a
stockholder in excess of the Ownership Limit or the Look-Through Ownership Limit
will automatically be converted into shares of Excess Stock that will be
transferred, by operation of law, to the Company as trustee of a trust for the
exclusive benefit of the transferees to whom such shares of capital stock may be
ultimately transferred without violating the Ownership Limit or the Look-Through
Ownership Limit. While the Excess Stock is held in trust, it will not be
entitled to vote, it will not be considered for purposes of any stockholder vote
or the determination of a quorum for such vote, and, except upon liquidation, it
will not be entitled to participate in dividends or other distributions. Any
distribution paid to a proposed transferee of Excess Stock prior to the
discovery by the Company that capital stock has been transferred in violation of
the provisions of the Company's Articles of Incorporation shall be repaid to the
Company upon demand. The Excess Stock is not treasury stock, but rather
constitutes a separate class of issued and outstanding stock of the Company. The
original transferee stockholder may, at any time the Excess Stock is held by the
Company in trust, transfer the interest in the trust representing the Excess
Stock to any person whose ownership of the shares of capital stock exchanged for
such Excess Stock would be permitted under the Ownership Limit or the
Look-Through Ownership Limit, at a price not in excess of (i) the price paid by
the original transferee-stockholder for the shares of capital stock that were
exchanged into Excess Stock, or (ii) if the original transferee-stockholder did
not give value for such shares (e.g., the stock was received through a gift,
devise or other transaction), the average closing price for the class of shares
from which such shares of Excess Stock were converted for the ten days
immediately preceding such sale or gift. Immediately upon the transfer to the
permitted transferee, the Excess Stock will automatically be converted back into
shares of capital stock of the class from which it was converted. If the
foregoing transfer restrictions are determined to be void or invalid by virtue
of any legal decision, statute, rule or regulation, then the intended transferee
of any shares of Excess Stock may be deemed, at the option of the Company, to
have acted as an agent on behalf of the Company in acquiring the Excess Stock
and to hold the Excess Stock on behalf of the Company.
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In addition, the Company will have the right, for a period of 90 days
during the time any shares of Excess Stock are held by the Company in trust, to
purchase all or any portion of the Excess Stock from the original
transferee-stockholder at the lesser of (i) the price initially paid for such
shares by the original transferee stockholder, or if the original
transferee-stockholder did not give value for such shares (e.g., the shares were
received through a gift, devise or other transaction), the average closing price
for the class of stock from which such shares of Excess Stock were converted for
the ten days immediately preceding such sale or gift, and (ii) the average
closing price for the class of shares from which such shares of Excess Stock
were converted for the ten trading days immediately preceding the date the
Company elects to purchase such shares. The 90-day period begins on the date
notice is received of the violative transfer if the original
transferee-stockholder gives notice to the Company of the transfer or, if no
such notice is given, the date the Board of Directors determines that a
violative transfer has been made.
These restrictions will not preclude settlement of transactions through
the NYSE.
Each stockholder shall upon demand be required to disclose to the Company
in writing any information with respect to the direct, indirect and constructive
ownership of capital stock as the Board of Directors deems necessary to comply
with the provisions of the Code applicable to REITs, to comply with the
requirements of any taxing authority or governmental agency or to determine any
such compliance.
The Ownership Limit may have the effect of precluding acquisition of
control of the Company unless the Board of Directors determines that maintenance
of REIT status is no longer in the best interests of the Company.
FEDERAL INCOME TAX CONSIDERATIONS
The Company believes it has operated, and the Company intends to continue
to operate, in such a manner as to qualify as a REIT under the Code, but no
assurance can be given that it will at all times so qualify.
The provisions of the Code pertaining to REITs are highly technical and
complex. The following is a brief and general summary of certain provisions that
currently govern the federal income tax treatment of the Company and its
stockholders. For the particular provisions that govern the federal income tax
treatment of the Company and its stockholders, reference is made to Sections 856
through 860 of the Code and the regulations thereunder. The following summary is
qualified in its entirety by such reference.
Under the Code, if certain requirements are met in a taxable year, a REIT
generally will not be subject to federal income tax with respect to income that
it distributes to its stockholders. If the Company fails to qualify during any
taxable year as a REIT, unless certain relief provisions are available, it will
be subject to tax (including any applicable alternative minimum tax) on its
taxable income at regular corporate rates, which could have a material adverse
effect upon its stockholders.
In any year in which the Company qualifies to be taxed as a REIT,
distributions made to its stockholders out of current or accumulated earnings
and profits will be taxed to stockholders as ordinary income except that
distributions of net capital gains designated by the Company as capital gain
dividends will be taxed as long-term capital gain income to the stockholders. To
the extent that distributions exceed current or accumulated earnings and
profits, they will constitute a return of capital, rather than dividend or
capital gain income, and will reduce the basis for the stockholder's Common
Stock with respect to which the distribution is paid or, to the extent that they
exceed such basis, will be taxed in the same manner as gain from the sale of
that Common Stock.
Investors are urged to consult their own tax advisors with respect to the
appropriateness of an investment in the Common Stock offered hereby and with
respect to the tax consequences arising under federal law and the laws of any
state, municipality or other taxing jurisdiction, including tax consequences
resulting from such investor's own tax characteristics. In particular, foreign
investors should consult their own tax advisors concerning the tax consequences
of an investment in the Company, including the possibility of United States
income tax withholding on Company distributions.
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PLAN OF DISTRIBUTION
The Company may sell Common Stock through underwriters or dealers,
directly to one or more purchasers, through agents or through a combination of
any such methods of sale.
The distribution of the Common Stock may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices.
In connection with the sale of Common Stock, underwriters or agents may
receive compensation from the Company or from purchasers of Common Stock, for
whom they may act as agents, in the form of discounts, concessions or
commissions. Underwriters may sell Common Stock to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers, and agents that participate
in the distribution of Common Stock may be deemed to be underwriters under the
Securities Act, and any discounts or commissions they receive from the Company
and any profit on the resale of Common Stock they realize may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation received from
the Company will be described, in the applicable Prospectus Supplement.
Any shares of Common Stock sold pursuant to a Prospectus Supplement will
be listed on the NYSE, subject to official notice of issuance.
Under agreements into which the Company may enter, underwriters, dealers
and agents who participate in the distribution of Common Stock may be entitled
to indemnification by the Company against certain liabilities, including
liabilities under the Securities Act.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, or be tenants of, the Company in the ordinary course of
business.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock offered hereby will be sold in such jurisdictions
only through registered or licensed brokers or dealers.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Common Stock offered hereby may not
simultaneously engage in market making activities with respect to the Common
Stock for a period of two business days prior to the commencement of such
distribution.
LEGAL MATTERS
Certain legal matters will be passed upon for the Company by Goodwin,
Procter & Hoar LLP Boston, Massachusetts, a limited liability partnership
including professional corporations, as corporate, securities and tax counsel to
the Company. Gilbert G. Menna, whose professional corporation is a partner of
Goodwin, Procter & Hoar LLP is an assistant secretary of the Company and owns
1,000 shares of the Company's Common Stock.
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EXPERTS
The consolidated balance sheets of the Company as of December 31, 1995 and
1994 and the related consolidated statements of operations, stockholders' equity
and cash flows for the year ended December 31, 1995 and for the period from May
26, 1994 to December 31, 1994, and the combined statements of operations,
owners' equity (deficit) and cash flows for the period January 1, 1994 to May
25, 1994 and the year ended December 31, 1993 of The Beacon Group, predecessor
to the Company, and the related financial statement schedules of the Company as
of December 31, 1995, incorporated herein by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 have been so
incorporated in reliance on the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing. The statement of excess of revenues over specific operating expenses
for Perimeter Center, Atlanta, Georgia for the year ended December 31, 1995,
incorporated by reference herein from the Company's current report on Form 8-K
dated February 20, 1996, has been so incorporated in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
said firm as experts in accounting and auditing. The statements of excess of
revenues over specific operating expenses for each of the Fairfax County
Portfolio in Tysons Corner and Herndon, Virginia, AT&T Plaza in Oak Brook,
Illinois, Tri-State International in Lincolnshire, Illinois and 1333 H Street in
Washington, D.C. for the year ended December 31, 1995, incorporated by reference
herein from the Company's report on Form 8-K dated July 23, 1996, have been so
incorporated in reliance on the reports of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of said firm as experts in accounting and
auditing. The statements of excess of revenues over specific operating expenses
for each of the Rosslyn Acquisitions in Rosslyn, Virginia, the New England
Executive Park in Burlington, Massachusetts and 10960 Wilshire Boulevard in
Westwood, California for the year ended December 31, 1995, incorporated by
reference herein from the Company's current report on Form 8-K dated October 18,
1996, have been so incorporated in reliance on the reports of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of said firm as experts
in accounting and auditing.
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No person has been authorized in connection with the offering made hereby to
give any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company or any other person. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any of the Securities offered hereby to any person or by anyone in any
jurisdiction in which it is unlawful to make such offer or solicitation. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that the information contained herein is
correct as of any date subsequent to the date hereof.
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TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY
Risk Factors.......................................................... S-2
Plan of Distribution.................................................. S-9
Legal Matters......................................................... S-11
PROSPECTUS
Available Information................................................. 2
Incorporation of Certain
Documents by Reference.............................................. 2
The Company........................................................... 3
Use of Proceeds....................................................... 3
Description of Common Stock........................................... 3
Restrictions on Transfers of Capital Stock............................ 5
Federal Income Tax Considerations..................................... 6
Plan of Distribution.................................................. 7
Legal Matters......................................................... 7
Experts............................................................... 8
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1,132,400 Shares
Beacon Properties
Corporation
Common Stock
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PROSPECTUS
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December 12, 1996
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