As filed with the Securities and Exchange Commission on May 2, 1997
Registration Statement No. 333-21787
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
to
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
and
William A. Bonn, Esq.
General Counsel
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: From time to
time after this registration statement becomes effective, as determined by the
Unitholders.
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. [X]
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. [ ]
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. [ ]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
Explanatory Note
Beacon Properties Corporation (the "Company") is filing this Post-Effective
Amendment No. 1 to its registration statement on Form S-3 (File No. 333-21787)
(the "Registration Statement") to remove from registration 585,750 of the
1,125,809 shares of common stock, $.01 par value (the "Common Stock"),
registered on the Registration Statement. As a result of this Post-Effective
Amendment No. 1, the Registration Statement relates to 540,059 shares of
Common Stock.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts on this
2nd day of May, 1997.
BEACON PROPERTIES CORPORATION
By: /s/ Alan M. Leventhal
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Alan M. Leventhal
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ Alan M. Leventhal President, Chief Executive
- ------------------------- Officer and Director
Alan M. Leventhal (Principal Executive
Officer) May 2, 1997
* Chairman of the Board
- ------------------------- of Directors
Edwin N. Sidman May 2, 1997
/s/ Lionel P. Fortin Executive Vice President,
- ------------------------- Chief Operating Officer and
Lionel P. Fortin Director May 2, 1997
* Senior Vice President and
- ------------------------- Chief Financial Officer
Robert J. Perriello (Principal Financial Officer
and Principal Accounting Officer) May 2, 1997
* Director
- -------------------------
Norman B. Leventhal May 2, 1997
* Director
- -------------------------
Dale F. Frey May 2, 1997
Director
- -------------------------
Graham O. Harrison
* Director
- -------------------------
William F. McCall, Jr. May 2, 1997
* Director
- -------------------------
Steven Shulman May 2, 1997
* Director
- -------------------------
Scott M. Sperling May 2, 1997
By: /s/ Alan M. Leventhal
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Alan M. Leventhal
Attorney-in-Fact
</TABLE>
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