UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Beacon Properties, L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of class of securities)
N/A
- --------------------------------------------------------------------------------
(CUSIP Number)
Alan M. Leventhal
President and Chief Executive Officer
and
William A. Bonn
General Counsel
Beacon Properties Corporation
50 Rowes Wharf
Boston, MA 02110
(617) 330-1400
copies to:
Gilbert G. Menna, P.C.
Kathryn I. Murtagh, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place, Boston MA 02110
(617) 570-1000
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive
notices and communications)
April 28, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
(Continued on the following pages)
(Page 1 of 7 Pages)
---------------
<PAGE>
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 2 of 7 Pages
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP Nos. | | Page 3 of 7 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | Beacon Properties Corporation |
| | |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | 04-3224259 |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]|
| | SEE ITEM #5 (b) [ ]|
|---------|------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | WC |
|---------|------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| | |
|---------|------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Maryland |
|----------------|-----|-----------------------------------------------------|
| | | |
| NUMBER OF | 7 | SOLE VOTING POWER |
| | | |
| SHARES | | 55,248,990 |
| |-----|-----------------------------------------------------|
| BENEFICIALLY | | |
| | 8 | SHARED VOTING POWER |
| OWNED BY EACH | | 0 |
| |-----|-----------------------------------------------------|
| REPORTING | | |
| | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 55,248,990 |
| | | |
| WITH |-----|-----------------------------------------------------|
| | | |
| | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|----------------------------------------------------------------------------|
| | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 55,248,990 |
|---------|------------------------------------------------------------------|
| | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 89.8% |
|---------|------------------------------------------------------------------|
| | |
| 14 | TYPE OF REPORTING PERSON * |
| | |
| | CO |
|----------------------------------------------------------------------------|
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP Nos. Page 4 of 7 Pages
Item 1. Security and Issuer.
Units of Limited Partnership Interest of Beacon Properties, L.P.,
50 Rowes Wharf, Boston, MA 02110
Item 2. Identity and Background.
Beacon Properties Corporation
50 Rowes Wharf
Boston, MA 02110
A Maryland corporation
Directors and Executive Officers see Schedule A
Item 3. Source and Amount of Funds or Other Consideration.
The Units were purchased with funds raised in a public offering of
Beacon Properties Corporation Common Stock. The Company purchased
7,000,000 Units for $ 213,605,000.
Item 4. Purpose of Transaction.
Beacon Properties Corporation (the "Company") is the sole general
partner and a limited partner of Beacon Properties, L.P. (the "Issuer").
Pursuant to the Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement") of the Issuer, all management powers over the business
and affairs of the issuer are exclusively vested in the general partner.
Additionally, the general partner may not be removed with or without cause. The
Company may not transfer any of its general partner interest unless the limited
partners consent. Pursuant to the Partnership Agreement, the Company is required
to contribute the proceeds from the issuance of its securities to the Issuer in
exchange for Units of Limited Partnership Interest in the Issuer. The Company
has no present intention to alter the terms of the Partnership Agreement, and
will continue to operate the Issuer in accordance with the terms of the
Partnership Agreement.
<PAGE>
SCHEDULE 13D
CUSIP Nos. Page 5 of 7 Pages
Item 5. Interest in Securities of Issuer.
<TABLE>
<CAPTION>
Shared Shared
Number % of Sole Power Power to Sole Power Power to
Name of Units Units to Vote Vote to Dispose Dispose
<S> <C> <C> <C> <C> <C> <C>
Alan M. Leventhal(1) 1,911,620 3.5 306,055 1,605,565 306,055 1,605,565
Lionel P. Fortin(2) 130,627 * 123,434 7,193 123,434 7,193
Edwin M. Sidman(3) 832,445 1.5 0 832,445 0 832,445
Douglas S. Mitchell 119,115 * 119,115 0 119,115 0
Robert J. Perrillo 109,620 * 109,620 0 109,620 0
Charles H. Cremens 0 * 0 0 0 0
Graham O. Harrison 0 * 0 0 0 0
William F. McCall 0 * 0 0 0 0
Steven Shulman 0 * 0 0 0 0
Scott M. Sperling 0 * 0 0 0 0
Norman B. Leventhal 30,575 * 30,575 0 30,575 0
</TABLE>
- -----------------
* less than one percent
(1) Mr. Alan M. Leventhal was deemed to be the beneficial owner of (a)
1,300,185 Units held by trusts or partnerships of which he is a trustee
or a general partner by reason of his shared power to vote such Units
and (b) 306,055 Units directly.
(2) Mr. Fortin was deemed to be the beneficial owner of (a) 7,193 Units
held by a trust of which he is a trustee by reason of his shared power
to vote such Units, and (b) 123,434 Units directly.
(3) Mr. Sidman was deemed to be beneficial owner of (a) 305,380 Units held
by trusts of which he is trustee by reason of his shared power to vote
such Units, (b) 206,155 Units allocated to him as beneficiary under
certain trusts and (c) 320,910 Units held in a voting trust of which he
is a trustee by reason of his shared power to vote such shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Amended and Restated Agreement of Limited Partnership of
Beacon Properties, L.P., as amended, filed as part of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996,
as amended, and incorporated herein by reference.
This statement speaks as of its date, and no inference should be drawn that
no change has occurred in the facts set forth herein after the date hereof.
<PAGE>
Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
BEACON PROPERTIES CORPORATION
By: /s/ Alan M. Leventhal
-------------------------------
Alan M. Leventhal
President and Chief Executive
Officer
Signature Capacity Date
/s/ Alan M. Leventhal President, Chief Executive May 6, 1997
- ------------------------- Officer and Director
Alan M. Leventhal (Principal Executive
Officer)
/s/ Edwin N. Sidman Chairman of the Board May 6, 1997
- ------------------------- of Directors
Edwin N. Sidman
/s/ Lionel P. Fortin Executive Vice President, May 6, 1997
- ------------------------- Chief Operating Officer,
Lionel P. Fortin and Director
/s/ Robert J. Perriello Senior Vice President and May 6, 1997
- ------------------------- Chief Financial Officer
Robert J. Perriello (Principal Financial Officer
and Accounting Officer)
/s/ Norman B. Leventhal Director May 6, 1997
- -------------------------
Norman B. Leventhal
/s/ Graham O. Harrison Director May 6, 1997
- -------------------------
Graham O. Harrison
/s/ William F. McCall Director May 6, 1997
- -------------------------
William F. McCall, Jr.
/s/ Steven Shulman Director May 6, 1997
- -------------------------
Steven Shulman
/s/ Scott M. Sperling Director May 6, 1997
- -------------------------
Scott M. Sperling
/s/ Dale F. Frey Director May 6, 1997
- -------------------------
Dale F. Frey
<PAGE>
SCHEDULE 13D
Beacon Properties Corporation Page 7 of 7 Pages
Schedule A
The name and present principal occupation or employment of each
executive officer and director of Beacon Properties Corporation are set forth
below. The business address of each person is set forth below, and the address
of the corporation or organization in which such employment is conducted is the
same as his business address. All of the persons listed below are U.S. citizens.
No person is a controlling shareholder of Beacon Properties Corporation.
Name Business Address Occupation
Alan M. Leventhal 50 Rowes Wharf President, Chief
Boston, MA 02110 Executive Officer and
Director
Norman B. Leventhal 50 Rowes Wharf Director
Boston, MA 02110
Edwin N. Sidman 50 Rowes Wharf Chairman of the Board of
Boston, MA 02110 Directors and Managing
Partner of the Beacon
Companies
Graham O. Harrison 50 Rowes Wharf Director
Boston, MA 02110
William F. McCall, Jr. 50 Rowes Wharf Director
Boston, MA 02110
Steven Shulman 50 Rowes Wharf Director, Managing
Boston, MA 02110 Director of the Hampton
Group and Lantona
Associates, Inc.
Scott M. Sperling 50 Rowes Wharf Director, General Partner
Boston, MA 02110 of Thomas H. Lee Co.
Dale F. Frey 50 Rowes Wharf Director
Boston, MA 02110
Lionel P. Fortin 50 Rowes Wharf Executive Vice President,
Boston, MA 02110 Chief Operating Officer
and Director
Robert J. Perriello 50 Rowes Wharf Chief Financial Officer
Boston, MA 02110 and Senior Vice President
