As filed with the Securities and Exchange Commission on November 14, 1996
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BEACON PROPERTIES CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 04-3224258
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 Rowes Wharf
Boston, Massachusetts 02110
(617) 330-1400
(Address and Telephone Number of Principal Executive Offices)
Alan M. Leventhal
President and Chief Executive Officer
Beacon Properties Corporation
50 Rowes Wharf
Boston, Massachusetts 02110
(617) 330-1400
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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copy to:
Gilbert G. Menna, P.C.
Kathryn I. Murtagh, Esq.
Goodwin, Procter & Hoar, LLP
Exchange Place
Boston, MA 02109
(617) 570-1433
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Approximate date of commencement of proposed sale to public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| No. 333-2544
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Title of Securities Being Amount to be Maximum Offering Price Maximum Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 2,277,879 $30.75 $70,044,780 $21,225.70
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</TABLE>
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Beacon Properties
Corporation with the Securities and Exchange Commission (File No. 333-2544)
pursuant to the Securities Act of 1933, as amended, is incorporated by reference
into this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts on this 14th
day of November, 1996.
BEACON PROPERTIES CORPORATION
By: /s/ Alan M. Leventhal
------------------------------------
Alan M. Leventhal
President and Chief Executive Officer
sign Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been ed below by the following persons
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Alan M. Leventhal
---------------------------- President, Chief Executive November 14, 1996
Alan M. Leventhal Officer and Director
(Principal Executive
Officer)
/s/ Edwin N. Sidman
---------------------------- Chairman of the Board November 14, 1996
Edwin N. Sidman of Directors
/s/ Robert J. Perriello Senior Vice President and November 14, 1996
Robert J. Perriello Chief Financial Officer
(Principal Financial Officer
and Accounting Officer)
/s/ Norman B. Leventhal
---------------------------- Director November 14, 1996
Norman B. Leventhal
---------------------------- Director
Graham O. Harrison
/s/ William F. McCall, Jr.
---------------------------- Director November 14, 1996
William F. McCall, Jr.
/s/ Steven Shulman
---------------------------- Director November 14, 1996
Steven Shulman
---------------------------- Director
Scott M. Sperling
</TABLE>
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description
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5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the Securities being registered.
8.1 Opinion of Goodwin, Procter & Hoar LLP as to
certain tax matters.
23.1 Consent of Coopers & Lybrand L.L.P., Independent
Accountants.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1 hereto).
Exhibit 5.l
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Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109-2881
November 14, 1996
Beacon Properties Corporation
50 Rowes Wharf
Boston, Massachusetts 02110
Re: Legality of Securities to be Registered Under Registration
Statement on Form S-3 Filed Pursuant to Rule 462(b)
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Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), of 2,277,879
shares of common stock, par value $.01 per share ("Common Stock"), of Beacon
Properties Corporation, a Maryland corporation (the "Company"), with an
aggregate public offering price of $70,044,780. The Common Stock is being
registered pursuant to Rule 462(b) (the "462(b) Filing") under the Securities
Act and is the subject of a registration statement on Form S-3 (No. 333-2544)
(the "Registration Statement"), including the prospectus contained therein (the
"Prospectus"), which is incorporated by reference into the 462(b) Filing. The
Registration Statement provides that the Common Stock may be offered in amounts,
at prices and on terms to be set forth in one or more prospectus supplements
(each a "Prospectus Supplement") to the Prospectus contained in the Registration
Statement.
In connection with rendering this opinion, we have examined the
Articles of Incorporation of the Company, as amended and restated to the date
hereof and on file with the Maryland State Department of Assessments and
Taxation; the Bylaws of the Company; such records of the corporate proceedings
of the Company as we deemed material; the Registration Statement and the
exhibits thereto; and such other certificates, receipts, records and documents
as we considered necessary for the purposes of this opinion. In our examination,
we have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as certified,
photostatic or facsimile copies, the authenticity of the originals of such
copies and the authenticity of telephonic confirmations of public officials and
others. As to facts material to our opinion, we have relied upon certificates or
telephonic confirmations of public officials and certificates, documents,
statements and other information of the Company or representatives or officers
thereof.
<PAGE>
Beacon Properties Corporation
November 14, 1996
Page 2
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America, the laws of The
Commonwealth of Massachusetts and the Maryland General Corporation Law, and also
express no opinion with respect to the blue sky or securities laws of any state,
including Massachusetts and Maryland.
Based upon the foregoing, we are of the opinion that under the Maryland
General Corporation Law, pursuant to which the Company was incorporated, when
specifically authorized for issuance by the Company's Board of Directors or an
authorized committee thereof (the "Authorizing Resolution") and when issued as
described in the Registration Statement and a Prospectus Supplement that is
consistent with the Authorizing Resolution, and upon receipt by the Company of
the consideration provided for in the Authorizing Resolution (which
consideration is not less than the $.01 par value per share), the Securities
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
462(b) Filing and to the reference to us with respect to this opinion under the
heading "Legal Matters" in the Prospectus which is a part of the Registration
Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
Exhibit 8.1
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Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109-2881
November 14, 1996
Beacon Properties Corporation
50 Rowes Wharf
Boston, MA 02110
Re: Certain Federal Income Tax Matters
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Ladies and Gentlemen:
This opinion is delivered to you in our capacity as counsel to Beacon
Properties Corporation (the "Company") in connection with the Company's
registration statement on Form S-3 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, relating to 2,277,879 shares of
the Company's common stock, $.01 par value per share with an aggregate public
offering price of $70,044,780. This opinion relates to the Company's
qualification for federal income tax purposes as a real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").
In rendering the following opinion, we have examined the Articles of
Incorporation and Bylaws of the Company, and such other records, certificates
and documents as we have deemed necessary or appropriate for purposes of
rendering the opinions set forth herein.
We have reviewed the Registration Statement and the Form S-3
Registration Statement incorporated by reference therein (the "Incorporated
Documents") that describe the Company and its investments and activities. We
have relied upon the representations of the Company and its affiliates and
certain officers thereof regarding the manner in which the Company has been and
will continue to be owned and operated. We have neither independently
investigated nor verified such representations, and we assume that such
representations are true, correct and complete and that all representations made
"to the best of the knowledge and belief" of any person(s) or party(ies) are and
will be true, correct and complete as if made without such qualification. We
assume that the Company has been and will be operated in accordance with
applicable laws and the terms and conditions of applicable documents, and that
the descriptions of the Company and its investments, and the proposed
investments, activities, operations and
<PAGE>
Beacon Properties Corporation
November 14, 1996
Page 2
governance of the Company set forth in the Incorporated Documents continue to be
true. In addition, we have relied on certain additional facts and assumptions
described below.
In rendering the opinions set forth herein, we have assumed (i) the
genuineness of all signatures on documents we have examined, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
to the original documents of all documents submitted to us as copies, (iv) the
conformity of final documents to all documents submitted to us as drafts, (v)
the authority and capacity of the individual or individuals who executed any
such documents on behalf of any person, (vi) the accuracy and completeness of
all records made available to us, and (vii) the factual accuracy of all
representations, warranties and other statements made by all parties. We have
also assumed, without investigation, that all documents, certificates,
warranties and covenants on which we have relied in rendering the opinion set
forth below and that were given or dated earlier than the date of this letter
continue to remain accurate, insofar as relevant to the opinion set forth
herein, from such earlier date through and including the date of this letter.
The discussion and conclusions set forth below are based upon the Code,
the Income Tax Regulations and Procedure and Administration Regulations
promulgated thereunder and existing administrative and judicial interpretations
thereof, all of which are subject to change. No assurance can therefore be given
that the federal income tax consequences described below will not be altered in
the future.
Based upon and subject to the foregoing, and provided that the Company
continues to meet the applicable asset composition, source of income,
shareholder diversification, distribution, recordkeeping and other requirements
of the Code necessary for a corporation to qualify as a REIT, we are of the
opinion that:
1. Commencing with the Company's first taxable year ended
December 31, 1994, the Company has been organized in
conformity with the requirements for qualification as a "real
estate investment trust" under the Code, and its method of
operation, as described in the representations referred to
above, will enable it to continue to meet the requirements for
qualification and taxation as a "real estate investment trust"
under the Code.
2. The Statements in the Incorporated Documents set forth under
the caption "Federal Income Tax Considerations" to the extent
such information constitutes matters of law, summaries of
legal matters, or legal conclusions, have been reviewed by us
and are accurate in all material respects.
<PAGE>
Beacon Properties Corporation
November 14, 1996
Page 3
We express no opinion with respect to the transactions described in the
Incorporated Documents other than those expressly set forth herein. You should
recognize that our opinion is not binding on the Internal Revenue Service (the
"IRS") and that the IRS may disagree with the opinion contained herein. Although
we believe that our opinion will be sustained if challenged, there can be no
assurance that this will be the case. Except as specifically discussed above,
the opinion expressed herein is based upon the law as it currently exists.
Consequently, future changes in the law may cause the federal income tax
treatment of the transactions described herein to be materially and adversely
different from that described above.
We consent to being named as Counsel to the Company in the Incorporated
Documents, to the references in the Incorporated Documents to our firm and to
the inclusion of a copy of this opinion letter as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
Exhibit 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
relating to the registration of $70,044,780 in common stock of Beacon Properties
Corporation (the "Company") on Form S-3 of our report dated January 17, 1996
(except for Note 19 for which the date is February 15, 1996), appearing on the
1995 Form 10-K of the Company on our audits of the consolidated financial
position of the Company as of December 31, 1995 and 1994 and the consolidated
results of its operations and its cash flows for the year ended December 31,
1995 and for the period May 26, 1994 to December 31, 1994, the combined results
of operations and cash flows of the Beacon Group, predecessor to the Company,
for the period January 1, 1994 to May 25, 1994 and for the year ended December
31, 1993, and the related financial statement schedules of the Company as of
December 31, 1995.
We also consent to the incorporation by reference of our audit report dated
September 27, 1996, on our audit of the statement of excess of revenues over
specific operating expenses of the Rosslyn Acquisitions in Rosslyn, Virginia for
the year ended December 31, 1995, of our report dated March 15, 1996, on our
audit of the statement of excess of revenues over specific operating expenses of
the New England Executive Park in Burlington, Massachusetts for the year ended
December 31, 1995, and of our report dated October 29, 1996, on our audit of the
statement of excess of revenues over specific operating expenses of 10960
Wilshire Boulevard in Westwood, California for the year ended December 31, 1995,
which reports were filed with the Securities and Exchange Commission on the Form
8-K of the Company dated October 18, 1996.
We also consent to the incorporation by reference of our report dated April 19,
1996, on our audit of the statement of excess of revenues over specific
operating expenses of Fairfax County Portfolio in Tysons Corner and Herndon,
Virginia for the year ended December 31, 1995, of our report dated July 3, 1996,
on our audit of the statement of excess of revenues over specific operating
expenses of 1333 H Street in Washington, D.C. for the year ended December 31,
1995, of our report dated July 8, 1996, on our audit of the statement of excess
of revenues over specific operating expenses of AT&T Plaza in Oak Brook,
Illinois for the year ended December 10, 1995, and of our report dated July 8,
1996, on our audit of the statement of excess of revenues over specific
operating expenses of Tri-State International in Lincolnshire, Illinois for the
year ended December 31, 1995, which reports were filed with the Securities and
Exchange Commission on the Form 8-K of the Company dated July 23, 1996.
We also consent to the incorporation by reference of our report dated February
14, 1996, on our audit of the statement of excess of revenues over specified
operating expenses for Perimeter Center, Atlanta, Georgia for the year ended
December 31, 1995, which report was filed with the Securities and Exchange
Commission on the Form 8-K of the Company dated February 20, 1996.
We also consent to the reference to our Firm under the caption "Experts" in such
Registration Statement.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
November 14, 1996
