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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e) (2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Beacon Properties Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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PROXY
BEACON PROPERTIES CORPORATION
50 ROWES WHARF, BOSTON, MA 02110
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 19, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Edwin N. Sidman, Alan M.
Leventhal and Lionel P. Fortin, and each of them, as Proxies of the
undersigned, with full power of substitution, to vote all shares of common
stock of Beacon Properties Corporation ("Beacon") held of record by the
undersigned as of the close of business on November 14, 1997, on behalf of the
undersigned at the Special Meeting of Stockholders (the "Special Meeting") to be
held at State Street Bank, 225 Franklin Street, Boston, Massachusetts, at 9:00
a.m., Boston time, on December 19, 1997, and at any adjournments or
postponements thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1. IN THEIR DISCRETION, THE PROXIES ARE EACH
AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
SPECIAL MEETING AND AT ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. A STOCKHOLDER
WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS NEED
ONLY SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
SEE REVERSE
SIDE
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
1. To consider and vote upon a proposal to approve the merger (the
"Merger") of Beacon with and into Equity Office Properties Trust, a Maryland
real estate investment trust ("EOP"), and the Agreement and Plan of Merger,
dated as of September 15, 1997, as amended (the "Agreement"), by and among
Beacon, Beacon Properties, L.P., a Delaware limited partnership, EOP and EOP
Operating Limited Partnership, a Delaware limited partnership. Pursuant to the
Agreement, Beacon will merge with and into EOP, with EOP being the surviving
company. As a result of the Merger, Beacon stockholders will be entitled to
receive 1.4063 common shares of beneficial interest of EOP for each share of
Beacon common stock held by them at the effective time of the Merger.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To consider and act upon any other matters that may properly be brought
before the Special Meeting and at any adjournments or postponements thereof.
The undersigned hereby acknowledge(s) receipt of a copy of the
accompanying Notice of Special Meeting of Stockholders and the Joint Proxy
Statement/Prospectus related thereto prior to the execution of this proxy. The
undersigned hereby revoke(s) any proxy or proxies heretofore given. This proxy
may be revoked at any time before it is exercised.
Date: NOTE: Please sign exactly as your
------------- name appears hereon. When
signing as attorney, executor,
administrator, trustee or
- ----------------------------------- guardian, please give your
Signature full title. If more than one
trustee, all should sign. If
shares are held jointly, each
Date: holder should sign.
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Signature
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