<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1997
REGISTRATION STATEMENT NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
BEACON PROPERTIES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MARYLAND 04-3224258
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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)
----------------
COPY TO:
GILBERT G. MENNA, P.C.
KATHRYN I. MURTAGH, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MA 02109
(617) 570-1000
----------------
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. [X]
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. [_]
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. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
BEING REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- - -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................. 289,504 $44.8125 $12,973,398 $3,394.89
</TABLE>
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(1) Plus such additional number of shares as may be required in the event of a
stock dividend, reverse stock split, split-up, recapitalization or other
similar event. Pursuant to Rule 429 under the Securities Act of 1933, as
amended, this amount includes 39,504 shares of Common Stock being carried
forward from an earlier Registration Statement on Form S-3 (No. 33-96736)
which have not been sold. Accordingly, a registration fee is being paid
with respect to 250,000 shares of Common Stock being registered hereby.
(2) This estimate is based on the average of the high and low sales prices on
the New York Stock Exchange of the Common Stock of Beacon Properties
Corporation on November 19, 1997, pursuant to Rule 457(c) under the
Securities Act of 1933, as amended ("the Securities Act"), and is made
solely for purposes of determining the registration fee.
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<PAGE>
BEACON PROPERTIES CORPORATION
----------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
----------------
Beacon Properties Corporation (the "Company") hereby offers to the holders
of its shares of common stock, par value $.01 per share (the "Common Stock"),
the opportunity to participate in the Company's Dividend Reinvestment and
Stock Purchase Plan (the "Plan"). The Plan provides a simple and convenient
method, without brokerage commission or service charge, for stockholders to
invest cash dividends and optional cash payments in shares of Common Stock of
the Company. All holders of record of Common Stock are eligible to participate
in the Plan (each, a "Participant").
Participants may purchase additional shares of Common Stock by (i) having
the cash dividends on all, or part, of their shares of Common Stock
automatically reinvested, (ii) by receiving directly, as usual, their cash
dividends, if, as and when declared, on their shares of Common Stock and
investing in the Plan by making cash payments of not less than $100 per
payment or more than $10,000 per calendar quarter ("optional cash payments"),
or (iii) by investing both their cash dividends and such optional cash
payments.
A stockholder may begin participating in the Plan by completing an
Authorization Card and returning it to BankBoston, N.A. as plan administrator.
Participants may terminate their participation at any time. Stockholders who
do not wish to participate in the Plan need take no action and will continue
to receive their cash dividends, if, as and when declared, as usual. It is
suggested that this Prospectus be retained for future reference.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November 26, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Exchange Act
and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed by the Company with the Commission can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at its Regional
Offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
and 7 World Trade Center, Suite 1300, New York, New York 10005. Copies of such
material can be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding the Company and other registrants
that have been filed electronically with the Commission. The address of such
site is http://www.sec.gov. In addition, reports and other information filed
by the Company with the New York Stock Exchange (the "NYSE") 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 filed by the Company (File No. 1-2926) with the
Commission under the Exchange Act hereby are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1996, filed with the Commission pursuant to the Exchange Act, including
all amendments thereto.
2. The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1997, June 30, 1997 and September 30, 1997, filed with the
Commission, pursuant to the Exchange Act, including all amendments thereto.
3. The Company's Current Reports on Form 8-K dated January 5, 1996,
February 15, 1996, July 23, 1996, October 18, 1996, December 18, 1996,
December 20, 1996, March 27, 1997, June 4, 1997, September 15, 1997,
October 27, 1997 and November 14, 1997 filed with the Commission pursuant
to the Exchange Act, including all amendments thereto.
4. The Company's Current Reports on Form 8-K/A dated August 6, 1996
(which Current Report relates to the Company's Form 8-K dated July 23,
1996), April 7, 1997 (which Current Report relates to the Company's Form 8-
K dated March 27, 1997) and June 11, 1997 (which Current Report relates to
the Company's Form 8-K dated June 4, 1997) filed with the Commission
pursuant to the Exchange Act, including all amendments thereto.
5. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed with the Commission
pursuant to the Exchange Act, including all amendments and reports updating
such description.
6. The description of the Company's Preferred Stock contained in the
Company's 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 this 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 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 MCCARTHY, BEACON PROPERTIES CORPORATION, 50 ROWES
WHARF, BOSTON, MASSACHUSETTS 02110. TELEPHONE REQUESTS MAY BE DIRECTED TO
(617) 330-1400.
2
<PAGE>
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of l933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company's actual results
could differ materially from those set forth in the forward-looking
statements.
THE COMPANY
Beacon Properties Corporation (the "Company"), a Maryland corporation, is
the issuer of the shares of Common Stock, par value $.01 per share, offered
hereunder. The principal executive office of the Company is located at 50
Rowes Wharf, Boston, Massachusetts 02110; telephone number (617) 330-1400.
DESCRIPTION OF
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The terms of the Company's Dividend Reinvestment and Stock Purchase Plan
(the "Plan") are set forth below in question and answer format.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of shares of Common Stock with
a simple and convenient method of investing cash dividends or optional cash
payments in shares of Common Stock without payment of any brokerage
commissions, fees or service charges. Shares of Common Stock purchased under
the Plan will either be original issue shares or shares purchased in the open
market by the plan administrator, BankBoston, N.A. (the "Bank"). The Plan
accordingly has the added benefit of providing the Company with additional
funds for general corporate purposes when the Company elects to sell shares of
its Common Stock to Participants in the Plan.
ADVANTAGES TO PARTICIPANTS
2. What are the options available to stockholders?
Participants in the Plan may purchase additional shares of Common Stock by
(i) having the cash dividends on all, or part, of their shares of Common Stock
automatically reinvested, (ii) by receiving directly, as usual, their cash
dividends, if, as and when declared, on their shares of Common Stock and
investing in the Plan by making cash payments of not less than $100 per
payment or more than $10,000 per calendar quarter, or (iii) by investing both
their cash dividends and such optional cash payments.
3. What are the advantages of the Plan?
No brokerage commissions, fees or service charges are paid by Participants
in connection with purchases under the Plan; provided, however, that if shares
are registered in the name of a nominee or broker, such nominee or broker may
charge a commission or fee. Full investment of dividends is possible under the
Plan because the Plan permits fractions of shares, as well as whole shares, to
be purchased and credited to Participants' accounts. Regular statements of
account provide simplified record keeping. In addition, the free custodial
services provided in connection with the Plan serve to protect against loss,
theft or destruction of certificates.
The price of shares of Common Stock purchased under the Plan from the
Company with reinvested cash dividends will be 95% of the mean of the high and
low sales prices for such shares either on (a) the applicable Investment Date
(as defined in Question 12), or (b) the dividend payment date, whichever is
higher. Shares of Common Stock purchased under the Plan from the Company with
optional cash payments will have a purchase price equal to 100% of the mean of
the high and low sales prices for such shares on the applicable Investment
3
<PAGE>
Date. For open market purchases, the purchase price will be the weighted
average price paid by the Bank for all shares purchased by it for Participants
in the Plan with the proceeds of the cash dividend and/or optional cash
payments being invested on the applicable Investment Date.
ADMINISTRATION
4. Who administers the Plan for Participants?
BankBoston, N.A., or such other bank or trust company as the Company may
from time to time designate as plan administrator for the participating
stockholders, administers the Plan for Participants, keeping records, sending
statements of account to Participants and performing other duties relating to
the Plan. Shares of Common Stock purchased under the Plan are held by the Bank
as agent for the Participants and are registered in the name of the Bank or
its nominee, unless and until a Participant requests that a stock certificate
for his or her shares be issued, as more fully described below in Question 17.
Any questions or correspondence regarding the Plan should be directed to:
BankBoston, N.A.
Investor Relations Department
P.O. Box 8040
Mail Stop 45-02-09
Boston, MA 02266
(781) 575-3120
All additional cash investments or requests for withdrawals should be
directed to:
BankBoston, N.A.
Dividend Reinvestment Department
P.O. Box 9041
Mail Stop 45-01-06
Boston, MA 02205
(781) 575-3120
PARTICIPATION
5. Who is eligible to participate?
All holders of record of shares of Common Stock are eligible to participate
in the Plan ("Eligible Stockholders"). In order to be eligible to participate,
beneficial owners of shares of Common Stock whose shares are registered in
names other than their own (for example, shares registered in the name of a
broker, bank nominee or trustee) must either arrange for the holder of record
to join the Plan or have the shares they wish to enroll in the Plan
transferred to their own names.
6. How does an Eligible Stockholder participate?
An Eligible Stockholder may join the Plan by completing and signing an
Authorization Card and returning it to the Bank. If shares are registered in
the name of a nominee or broker, Eligible Stockholders must have the nominee
or broker sign the Authorization Card and return it to the Bank. When
completing the Authorization Card, an Eligible Stockholder should be careful
to include his or her social security number or taxpayer identification
number. Failure to supply this information will result in backup withholding
of 31% of payments owed to a Participant. Once enrolled in the Plan,
Participants will continue to be enrolled without further action on their
part. Participants may change their investment options at any time by
completing, signing and returning to the Bank a new Authorization Card. If a
Participant's shares are registered in more than one name (e.g., joint
tenants, trustees, etc.), all registered owners must sign the Authorization
Card exactly as their names appear on the account registration.
4
<PAGE>
Additional Authorization Cards and additional copies of this Prospectus may
be obtained at any time by written request to the Bank at the address set
forth in Question 4 above.
7. When may an Eligible Stockholder join the Plan?
An Eligible Stockholder may join the Plan at any time.
Reinvestment of dividends commences, for any stockholder electing such
option, with the first dividend paid after such stockholder joins the Plan,
provided that an Authorization Card is received for such stockholder by the
Bank before the record date for such dividend. If any stockholder delivers an
Authorization Card specifying reinvestment of dividends paid on such holder's
shares of Common Stock to the Bank on or after the record date established for
payment of a particular dividend on the Common Stock, reinvestment will
commence with the dividend payment date following the next such record date.
See Question 13 below for information concerning the investment of optional
cash payments.
8. What does the Authorization Card say about dividends and optional cash
payments?
The Authorization Card allows each stockholder to decide the extent to which
he or she wishes to participate in the Plan through any of the following
investment options:
(a) Full Dividend Reinvestment. If the "Full Dividend Reinvestment" box
is checked, the Bank will apply cash dividends on all shares of Common
Stock registered in the Participant's name, as well as on all shares of
Common Stock credited to the Participant's Plan account, and any optional
cash payments to the purchase of additional shares of Common Stock.
(b) Partial Dividend Reinvestment. If the "Partial Dividend Reinvestment"
box is checked, the Bank will apply cash dividends on such number of shares
of Common Stock as specified by the Participant on the Authorization Card,
as well as on all shares of Common Stock credited to the Participant's Plan
account, and any optional cash payments to the purchase of additional
shares of Common Stock.
(c) Optional Cash Payments Only. If the "Optional Cash Payments Only" box
is checked, the Bank will apply only optional cash payments and any
dividends on shares credited to the Participant's Plan account to the
purchase of additional shares of Common Stock. Cash dividends on shares of
Common Stock registered in the Participant's name, other than in his or her
Plan account, will be paid to the Participant in the usual manner.
Except with respect to dividends on shares of Common Stock in a
Participant's Plan account, which are reinvested automatically, a Participant
may elect to reinvest the dividends on all or part of the shares of Common
Stock registered in his or her name by designating his or her intentions on
the Authorization Card.
9. How may Participants change their investment options?
A Participant may change his or her investment option at any time by signing
a new Authorization Card and returning it to the Bank. A change in investment
option will be effective on the next dividend payment date if the
Authorization Card is received by the Bank before the related dividend record
date. If the Authorization Card is received by the Bank on or after the
related dividend record date, the change will be effective on the dividend
payment date for the following quarter.
COSTS
10. Are there any expenses to Participants in connection with participation
under the Plan?
Participants incur no brokerage fees with respect to the purchase of shares
from the Company, and the Company pays all other costs of administering the
Plan.
5
<PAGE>
If a Participant's shares are registered in the name of a nominee or broker,
such nominee or broker may charge a commission or fee for both shares
purchased in the open market and original issue shares. Any such commissions
or fees will be the responsibility of the Participant.
PURCHASES
11. How many shares of Common Stock will be purchased for each Participant?
The number of shares to be purchased for a Participant's account under the
Plan will depend upon the amount of the Participant's dividend being
reinvested, the amount of any optional cash payments and the effective
purchase price of the Common Stock. Each Participant's account is credited
with the number of shares, including fractions computed to at least three
decimal places, equal to the total amount invested by him or her divided by
the applicable purchase price.
12. At what price and when will Common Stock be purchased under the Plan?
The price of shares of Common Stock purchased under the Plan from the
Company with reinvested cash dividends will be 95% of the mean of the high and
low sales prices for such shares either on (a) the applicable Investment Date,
or (b) the dividend payment date, whichever is higher. Shares of Common Stock
purchased under the Plan from the Company with optional cash payments will
have a purchase price equal to 100% of the mean of the high and low sales
prices for such shares on the applicable Investment Date. For open market
purchases, the purchase price will be the weighted average price paid by the
Bank for all shares purchased by it for Participants in the Plan with the
proceeds of the cash dividend and/or optional cash payments being invested on
the applicable Investment Date.
Shares purchased from the Company for the account of holders of Common Stock
will be made on or promptly following the first business day of the month
first occurring on or after the dividend payment date, or, if the Common Stock
is not traded on such day, the next trading day (the "Investment Date"). For
purposes of the Plan, a "business day" shall mean a day other than a Saturday,
a Sunday or a day that shall be in the City of Boston, Massachusetts, a day on
which banking institutions are authorized or obligated by law or executive
order to close. Optional cash payments and dividends will be invested on the
Investment Date first occurring on or after the dividend payment date. No
interest will be paid on funds held by the Bank pending investment of
dividends or optional cash payments.
If the Company does not elect to sell shares of Common Stock to Participants
in the Plan on an Investment Date, the Bank shall purchase shares of Common
Stock on such Investment Date, on any securities exchange where such shares
are traded, in the over-the-counter market or in negotiated transactions, on
such terms as the Bank may determine.
Since purchase prices for the Common Stock are established on the applicable
Investment Date, a Participant loses any advantages otherwise available from
being able to select the timing of investments. Participants should recognize
that neither the Company nor the Bank can assure a profit or protect against a
loss on shares of Common Stock purchased under the Plan.
13. How are optional cash payments made?
Optional cash payments may be made at any time and in varying amounts of not
less than $100 per payment or more than $10,000 per calendar quarter. A
stockholder may make an optional cash payment when enrolling in the Plan by
enclosing a check (made payable to BankBoston, N.A.) with the Authorization
Card. Thereafter, optional cash payments may be made through the use of
optional cash payment forms which will be sent to Participants by the Bank.
In the event a broker, bank nominee or trustee holds shares of a beneficial
owner in the name of a major securities depository, optional cash payments
must be made on a Broker and Nominee Form (a "B & N Form").
6
<PAGE>
The B & N Form is the sole means by which a broker, bank nominee or trustee
holding shares of a beneficial owner in the name of a major securities
depository may invest optional cash payments on behalf of such beneficial
owner. In such a case, the broker, bank nominee or trustee must use the B & N
Form for transmitting optional cash payments on behalf of the beneficial
owner. A B & N Form must be delivered to the Bank each time that such broker,
bank nominee or trustee transmits optional cash payments on behalf of a
beneficial owner. B & N Forms will be furnished at any time upon written
request to the Bank.
Optional cash payments, like dividends, will be invested on the Investment
Date first occurring on or after the dividend payment date. However, only
payments received at least five days before the related dividend payment date
will be invested on the related Investment Date. Optional cash payments
received within five days of the related dividend payment date will not be
invested until the Investment Date in the following quarter. NO INTEREST WILL
BE PAID ON OPTIONAL CASH PAYMENTS. IT IS THEREFORE SUGGESTED THAT ANY OPTIONAL
CASH PAYMENTS A PARTICIPANT WISHES TO MAKE BE SENT SO AS TO REACH THE BANK AS
CLOSE AS POSSIBLE TO FIVE DAYS BEFORE THE DIVIDEND PAYMENT DATE. The same
amount of money need not be sent each quarter, and there is no obligation to
make an optional cash payment each quarter. Optional cash payments will be
refunded if a written request for a refund is received by the Bank no later
than two days prior to the related dividend payment date.
A stockholder may participate through the investment of optional cash
payments without the necessity of reinvesting cash dividends by checking the
"Optional Cash Payments Only" box on the Authorization Card. However, even if
the "Optional Cash Payments Only" box is checked, all dividends payable on
shares purchased with optional cash payments and retained in the Participant's
Plan account will be reinvested automatically in additional shares of Common
Stock.
In the event that any check is returned unpaid for any reason, the Bank will
consider the request for investment null and void and shall immediately remove
from the Participant's Plan account shares, if any, purchased upon credit of
such money. The Bank shall hereupon be entitled to sell these shares to
satisfy uncollected amounts. If the net proceeds of the sale of such shares
are insufficient to satisfy the balance of such uncollected amounts, the Bank
shall be entitled to sell such additional shares from the Participant's Plan
account to satisfy the uncollected balance.
REPORTS TO PARTICIPANTS
14. What kind of reports are sent to Participants in the Plan?
Stockholders who participate in the Plan through the reinvestment of
dividends or through the investment of optional cash payments will be sent a
quarterly statement of their accounts. These statements of account will show
any cash dividends and optional cash payments received, the number of shares
purchased, the purchase price for the shares, the number of Plan shares held
for the Participant by the Bank, the number of enrolled shares registered in
the name of the Participant, and an accumulation of the transactions for the
calendar year to date. Quarterly statements will be mailed as soon as
practicable after each dividend payment date. These statements are a
Participant's continuing record of the cost of his or her purchases and should
be retained for income tax purposes.
In addition, each Participant will receive the most recent Prospectus
constituting the Plan and copies of the same communications sent to every
other holder of shares of Common Stock, including the Company's Annual Report,
Notice of Annual Meeting and Proxy Statement and income tax information for
reporting distributions (including dividends) paid by the Company.
DIVIDENDS
15. How are dividends credited to Participants' accounts under the Plan?
On shares of Common Stock for which a Participant has directed that
dividends be reinvested, cash dividends will automatically be credited to a
Participant's account and reinvested in additional shares of Common
7
<PAGE>
Stock. Cash dividends also will be automatically reinvested on all shares
which have been purchased under the Plan and credited to a Participant's
account; provided, however, that no dividends will be earned on such shares
purchased under the Plan until the dividend payment for the first dividend
record date which follows the date of purchase of such shares. On shares of
Common Stock for which a Participant has not directed that dividends be
reinvested and on shares owned by stockholders who are not participating in
the Plan, cash dividends, if, as and when declared, will be received by them
by check as usual.
Stock dividends or stock splits distributed by the Company on the shares
purchased for and credited to the account of a Participant under the Plan will
be added to the Participant's account. Stock dividends or stock splits
distributed on shares owned and held outside the Plan by a Participant
(including shares for which a Participant has directed that cash dividends be
reinvested) will be mailed directly to such Participant.
16. Will Participants be credited with dividends on fractions of shares?
Yes. Account balances will be computed to three decimal places and dividends
will be paid on the fractional shares.
CERTIFICATES FOR SHARES
17. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan will not be issued. Shares will be held in the name
of the Bank or its nominees. The number of shares credited to a Participant's
account under the Plan will be shown on his or her statement of account.
Certificates for any number of whole shares credited to an account under the
Plan will be issued upon the written request of a Participant.
The remaining whole shares and fractions of shares, if any, will continue to
be credited to the Participant's account. A request for issuance of Plan
shares, including issuance of all of the shares in a Participant's account,
will not constitute a termination of participation in the Plan by the
Participant.
A Participant's rights under the Plan and shares credited to the account of
a Participant under the Plan may not be pledged. A Participant who wishes to
pledge such shares must request that certificates for such shares be issued in
his or her name.
Certificates for fractional shares are not issued under any circumstances.
18. In whose name are accounts maintained and certificates registered when
issued?
Accounts in the Plan are maintained in names in which the certificates of
Participants were registered at the time they entered the Plan. When issued
out of the Plan, certificates for whole shares are similarly registered. Upon
written request, certificates may also be registered and issued in names other
than the name of the Participant, subject to compliance with any applicable
laws and the payment of any applicable taxes. Any such request must be made in
writing, signed by the Participant, and the Participant's signature must be
guaranteed by a qualified medallion guarantee member.
SALE OF PLAN SHARES
19. When and how may a Participant sell shares held in the Plan?
Any Participant, including a Participant who is withdrawing from the Plan,
may sell some or all of his or her shares in the Plan in either of the
following ways.
A Participant may choose to sell all or a portion of his or her shares in
the Plan on the open market through the Participant's broker. If a Participant
elects to sell through a broker, he or she must first request the Bank to send
the Participant a certificate or certificates representing the requested
number of shares in the Plan credited
8
<PAGE>
to the Participant's account. As soon as practicable after receipt of such
request, the Bank will issue a certificate or certificates representing such
number of shares to the Participant in his or her name as it appears in the
Participant's Plan account, unless other instructions are provided in writing
as described in Question 18.
As an alternative, a Participant may request the Bank to sell up to 1,000
whole shares credited to his or her account under the Plan. The Bank will use
its best efforts to make the sale in the open market within ten trading days
after receipt of the written request, and the Participant will receive the
proceeds of the sale minus any brokerage commissions and transfer taxes. No
Participant has the authority or power to direct the date or sale price at
which the Common Stock may be sold by the Bank under this alternative. A
Participant who requests the Bank to sell up to 1,000 shares and wishes to
have additional shares sold through his or her broker will receive a
certificate in his or her name representing the whole shares that he or she
wishes to sell through a broker.
Any written instructions that do not clearly indicate the whole number of
shares to be sold, or that "all" Plan shares are to be sold, will be returned
to the Participant with no action taken.
A Participant who wishes to sell some or all of his or her shares in the
Plan should be aware of the risk under either selling option that the price of
the Common Stock may decrease between the time that the Participant determines
to sell shares in the Plan and the time that the sale is completed. This risk
is borne solely by the Participant. No check for the proceeds of such sale
will be mailed prior to the settlement of funds from the brokerage firm
through which shares in the Plan are sold. Settlement is three business days
after the sale of the shares.
All information relating to the sale of shares in the Plan will be reported
to the Internal Revenue Service pursuant to applicable legal requirements.
WITHDRAWAL FROM THE PLAN
20. When and how may a Participant withdraw from the Plan?
A Participant may withdraw from the Plan by giving written notice to the
Bank that he or she wishes to withdraw. When a Participant withdraws from the
Plan (or upon termination of the Plan by the Company) certificates for whole
shares in his or her account under the Plan are issued and a cash payment is
made for any fraction of a share in such account.
If the written request to withdraw is received by the Bank before the record
date for a dividend, the withdrawal will be duly processed and such dividend
will not be reinvested on the next dividend payment date. Any written notice
of termination received on or after a dividend record date will not be
effective until dividends for such record date have been invested and the
shares have been allocated to the account of the respective Participant. After
such dividends are invested and allocated to the Participants' accounts,
withdrawal requests will be processed. Allocations may take up to two weeks
after dividend payment. Neither the Bank nor the Company is responsible for
losses during such periods. Any optional cash payment sent to the Bank prior
to the request to withdraw will be invested in shares of Common Stock unless
the Participant expressly requests in writing that the optional cash payment
be returned and the Bank receives the Participant's written request before the
next Investment Date.
A Participant may re-enroll in the Plan at any time by submitting an
Authorization Card as described in Question 6.
21. May a Participant terminate the reinvestment of dividends on shares held
in his or her name and still remain in the Plan?
Yes. A Participant who terminates the reinvestment of dividends paid on
shares registered in his or her name may leave in the Plan the shares
previously purchased for his or her account in the Plan. Dividends paid on the
shares left in the Plan continue to be reinvested automatically for his or her
account.
9
<PAGE>
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
22. What are the federal income tax consequences of participation in the
Plan?
Under the current provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), the purchase of shares of Common Stock under the Plan
will generally result in the following federal income tax consequences:
(a) A dividend on shares of Common Stock will be treated for federal
income tax purposes as a dividend received by the Participant
notwithstanding that it is used to purchase additional Common Stock
pursuant to the Plan. The full amount of cash dividends reinvested under
the Plan plus the 5% purchase discount on such reinvested dividends
represent dividend income to Participants. In addition, the amount of any
brokerage commissions, mark-ups, and other fees or expenses incurred by the
Company on behalf of a Participant in connection with purchases on the open
market will also constitute a dividend to such Participant for federal
income tax purposes.
(b) Dividends paid to corporate stockholders, including amounts taxable
as dividends to corporate Participants under (a) above, will not be
eligible for the corporate dividends-received deduction under the Code.
(c) A Participant's tax basis in additional shares of Common Stock
acquired under the Plan with reinvested dividends will be equal to the
amount treated as a dividend for federal income tax purposes. A
Participant's tax basis in additional shares of Common Stock acquired under
the Plan with optional cash payments will be equal to the amount of the
optional cash payments plus the excess, if any, of the fair market value of
the shares, on the Investment Date such shares were acquired, over the
amount of such optional cash payments. The Participant's holding period for
shares of Common Stock acquired with reinvested dividends or optional cash
payments will commence on the day after the Investment Date.
(d) A Participant will not realize any taxable income upon the receipt of
a certificate for full shares credited to the Participant's account. A
Participant will recognize gain or loss when a fractional share interest is
liquidated or when the Participant sells or exchanges shares received from
the Plan. Such gain or loss will equal the difference between the amount
which the Participant receives for such fractional share interest or such
shares and the tax basis therefor.
In the case of Participants whose dividends are subject to withholding of
federal income tax, dividends will be reinvested less the amount of tax
required to be withheld.
The above is intended only as a general discussion of the current federal
income tax consequences of participation in the Plan. Participants should
consult their own tax advisers regarding the federal and state income tax
consequences (including the effects of any changes in law) of their individual
participation in the Plan.
OTHER INFORMATION
23. What happens when a Participant sells or transfers all of the shares
registered in his or her name other than shares under the Plan?
If a Participant disposes of all of the shares of Common Stock registered in
his or her name other than shares purchased for the Participant's account
under the Plan, the Bank, until it is otherwise instructed, continues to
reinvest the dividends on the shares of Common Stock in the Participant's Plan
account. In the event of a Participant's death or incapacity, the personal
representative of his or her estate may provide the Bank with a written
request of withdrawal of the Participant's Plan shares. The Company reserves
the right not to reinvest any additional dividends if a Participant has only a
fractional share of stock credited to his or her account under the Plan on the
record date for any cash dividend on the Common Stock. If the Company
exercises this right, the Participant will receive a cash adjustment
representing the fractional share and a cash payment for the dividend. The
cash payment for the fractional share will be based on the closing price of
the Common Stock on the New York Stock Exchange on the date on which the
Company exercises this right.
10
<PAGE>
24. If the Company issues rights to purchase securities to the holders of
Common Stock, how will the rights on Plan shares be handled?
In the event that the Company makes available to the holders of its Common
Stock rights to purchase additional shares of Common Stock or any other
securities, the Bank will sell such rights (if such rights are saleable and
detachable from the Common Stock) accruing to shares of Common Stock held by
the Bank for Participants and invest the proceeds in additional shares of
Common Stock on the next dividend payment date for the Common Stock. In the
event that such rights are not saleable or detachable, the Plan will hold such
rights for the benefit of Participants. A Participant who wishes to receive
directly any such rights may do so by sending to the Bank, on or before the
rights offering record date, a written request that certificates for shares in
his or her account be sent to him or her.
25. What happens if the Company issues a stock dividend or declares a stock
split?
Any shares representing stock dividends (payable in Common Stock) or stock
splits distributed by the Company on shares of Common Stock credited to the
account of a Participant under the Plan will be added to the Participant's
account. Shares representing stock dividends payable other than in Common
Stock or stock splits distributed by the Company on shares of Common Stock
credited to the account of a Participant under the Plan shall be paid to the
Bank, which shall distribute the shares in accordance with the interests of
Participants in the Plan. Shares representing stock dividends or split shares
distributed on shares registered in the name of the Participant will be mailed
directly to such Participant in the same manner as to stockholders who are not
participating in the Plan.
26. How are a Participant's shares held under the Plan to be voted at
meetings of stockholders?
Full shares of Common Stock credited to the account of a Participant under
the Plan are voted by the Bank as record holder in accordance with
instructions of the Participant given to the Bank on an instruction form or
proxy furnished to the Participant. If the Participant desires to vote in
person at a meeting, a proxy to vote the number of full shares credited to his
or her account under the Plan may be obtained upon written request received by
the Bank at least 15 days before the meeting.
27. May shares of Common Stock held in certificate form be deposited in a
Participant's Plan account?
Yes. A Participant may deposit stock certificates of the Common Stock with
the Bank for safekeeping. The Bank will credit the number of shares deposited
in the Participant's account and will treat them in all respects in the same
manner as shares purchased under the Plan for the Participant's account. A
Participant does not need to endorse his certificates before sending them to
the Bank. There is no additional charge for this additional service.
All Company stock certificates should be sent (by either registered or
certified mail, return receipt requested) to:
BankBoston, N.A.
Dividend Reinvestment Department
P.O. Box 8040
Boston, MA 02266
A return receipt is requested since the Participant bears the risk of loss
in transit.
28. What are the responsibilities of the Company and the Bank under the Plan?
Neither the Company nor the Bank will be liable for any act done in good
faith or for any good faith omission to act, including, without limitation,
any claims of liability arising out of a failure to terminate a Participant's
account upon such Participant's death or adjudicated incompetency prior to the
receipt of notice in writing of such death or adjudicated incompetency, the
prices at which shares are purchased for the Participant's
11
<PAGE>
account, the times when purchases are made or fluctuations in the market value
of the Common Stock. Neither the Company nor the Bank has any duties,
responsibilities or liabilities except those expressly set forth in the Plan.
THE PARTICIPANT SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE A PROFIT OR
PROTECT AGAINST A LOSS ON THE SHARES PURCHASED BY A PARTICIPANT UNDER THE
PLAN.
29. May the Plan be changed or discontinued?
The Company reserves the right to suspend or terminate the Plan at any time.
The Company also reserves the right to make modifications to the Plan. Notice
of such suspension, termination or modification will be sent to all
Participants.
The Company intends to use its best efforts to maintain the effectiveness of
the Registration Statement filed with the Commission covering the offer and
sale of Common Stock under the Plan. However, the Company has no obligation to
offer, issue or sell Common Stock to Participants under the Plan if, at the
time of the offer, issuance or sale, such Registration Statement is for any
reason not effective. Also, the Company may elect not to offer or sell Common
Stock under the Plan to Participants residing in any jurisdiction or foreign
country where, in the judgment of the Company, the burden or expense of
compliance with applicable blue sky or securities laws makes such offer or
sale there impracticable or inadvisable. In any of these circumstances,
dividends, if, as and when declared, will be paid in the usual manner to the
stockholders and any optional cash payments received from such stockholder
will be returned to him or her.
RESALE RESTRICTIONS
30. Are there any restrictions on the resale of Common Stock acquired under
the Plan?
Employees who are not "affiliates" of the Company are free to sell at any
time the Common Stock acquired under the Plan. Employees who are "affiliates"
of the Company, as that term is defined in Rule 405 promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), may not publicly reoffer shares
acquired under the Plan except pursuant to Rule 144 of the Commission or
pursuant to an effective Registration Statement. Rule 405 defines an
"affiliate" as a person who directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with the
Company. Directors and certain officers of the Company may be "affiliates" of
the Company under this definition.
Directors and certain executive officers of the Company participating in the
Plan are also subject to the reporting obligations of Section 16(a) and the
short-swing profit recovery provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act"), with respect to
purchases of the Common Stock made under the Plan with optional cash payments.
While such directors and officers are not subject to the short-swing profit
recovery provisions of Section 16(b) of the Exchange Act with respect to
purchases of Common Stock made under the Plan with reinvested dividends, such
purchases must be disclosed on annual reports filed pursuant to Section 16(a)
of the Exchange Act.
LIMITATIONS ON PARTICIPATION
31. Are there limitations on participation in the Plan other than those
described above?
The Company reserves the right to limit participation in the Plan for any
reason, even if a stockholder is otherwise eligible to participate. In order
to enable the Company to meet one of the requirements for continued
qualification as a real estate investment trust, the Company's Articles of
Incorporation limit ownership by any one person to no more than 6.0% of the
Company's outstanding capital stock, or 9.9% in the case of certain
12
<PAGE>
investment companies, partnerships, trusts and corporations. No stockholder
may acquire any shares pursuant to the Plan that exceed these limits. Some
stockholders may be residents of jurisdictions in which the Company determines
that it may not legally or economically offer its shares under the Plan, and
accordingly residents of such jurisdictions may be precluded from
participating in the Plan. The Company has no present plans to limit
participation in the Plan by any stockholder of record for reasons other that
those set forth above, but it reserves such right in the event that it
determines in its sole discretion that such limitation may be in the best
interests of the Company.
USE OF PROCEEDS
The Company intends to use proceeds from the sale of its Common Stock for
general corporate purposes, including repayment of indebtedness, investment in
new properties and new developments and maintenance of currently owned
properties.
The Company has no basis for estimating either the number of shares of
Common Stock that ultimately will be sold pursuant to the Plan or the prices
at which such shares will be sold. The Company will not receive any funds
under the Plan from the purchase of shares of Common Stock in the open market
by the Bank.
COMMON STOCK
Holders of the Common Stock of the Company are entitled to share equally,
share for share, in dividends payable in cash, stock or other property, when,
as and if declared by the Company's Board of Directors. In the event of any
liquidation, dissolution or winding-up, the holders of the Common Stock are
entitled to receive, on a share for share basis, any assets or funds of the
Company that are distributable to its holders of Common Stock upon such
events. Holders of Common Stock are entitled to one vote for each share held
on all matters voted upon by stockholders. Holders of Common Stock are not
entitled to preemptive rights or to cumulative voting rights. The shares of
Common Stock issued or to be issued upon receipt of payment therefor by the
Company in accordance with the terms set forth in the Plan will be validly
issued, fully paid and non-assessable.
The Company's Articles of Incorporation provide that no stockholder may
beneficially own more than 6.0% of the Company's outstanding capital stock, or
9.9% in the case of certain investment companies, partnerships, trusts and
corporations. Any attempted transfer or acquisition of capital stock that
would create a direct or indirect ownership of capital stock in excess of
these limits or otherwise result in disqualification of the Company as a real
estate investment trust will be null and void. The Company's Articles of
Incorporation provide that capital stock subject to these limitations is
subject to various rights of the Company to enforce these limitations,
including conversion of the shares into nonvoting stock and transfer to a
trust. The above summary of the ownership limitation is qualified in its
entirety by reference to the Company's Articles of Incorporation, as amended
from time to time. The Company reserves the right to invalidate any purchases
made under the Plan that, in the Company's sole discretion, may violate these
ownership limits.
COMMON STOCK PRICE
The Common Stock is listed on the New York Stock Exchange under the symbol
"BCN." On November 19, 1997, the last reported sale price of the Company's
Common Stock on the New York Stock Exchange was $44.64.
13
<PAGE>
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1996 and
1995 and the related consolidated statements of operations, stockholders'
equity and cash flows for the years ended December 31, 1996 and 1995 and for
the period May 26, 1994 to December 31, 1994, the combined statement of
operations, owner's equity (deficit) and cash flows for the period January 1,
1994 to May 25, 1994 of The Beacon Group, predecessor to the Company, and the
related financial statement schedules of the Company as of December 31, 1996,
incorporated by reference herein from the Company's Annual Report on Form 10-
K, as amended, for the year ended December 31, 1996, have been so incorporated
in reliance on the report of Coopers & Lybrand L.L.P., independent accounts,
given on the authority of that firm as experts in accounting and auditing.
The statements of excess of revenues over specific operating expenses for
each of 200 W. Adams in Chicago, Illinois and the Civic Opera House located at
20 North Wacker in Chicago, Illinois for the year ended December 31, 1996,
incorporated by reference herein from the Company's report on Form 8-K dated
October 27, 1997, 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 statement of excess of revenues over specific operating expenses for 225
Franklin Street in Boston, Massachusetts for the year ended December 31, 1996,
incorporated by reference herein from the Company's report on Form 8-K dated
June 4, 1997, as amended on the Form 8-K/A of the Company dated June 11, 1997,
has 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 10880 Wilshire Boulevard in Westwood, California, Centerpointe in
Fairfax, Virginia, and Westbrook Corporate Center in Westchester, Illinois for
the year ended December 31, 1996, incorporated by reference herein from the
Company's current report on Form 8-K dated March 27, 1997, as amended on the
Form 8-K/A of the Company dated April 7, 1997, have been so incorporated in
reliance on the reports of Cooper's & 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 Shoreline Technology Park in Mountain View, California, Lake Marriott
Business Park in Santa Clara, California and Presidents Plaza in Chicago,
Illinois for the year ended December 31, 1995, incorporated by reference
herein from the Company's current report on Form 8-K dated December 20, 1996,
as amended, has 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, 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,
as amended, 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 Fairfax County Portfolio in Tysons Corner and Herndon, Virginia, 1333
H Street in Washington, D.C., AT&T Plaza in Oak Brook, Illinois, and Tri-State
International in Lincolnshire, Illinois for the year ended December 31, 1995,
incorporated by reference herein from the Company's current report on Form 8-K
dated July 23, 1996, as amended on the Form 8-K/A of the Company dated August
6, 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.
14
<PAGE>
The statement of excess of revenues over specific operating expenses for
Perimeter Center in Atlanta, Georgia for the year ended December 31, 1995,
incorporated by reference herein from the Company's current report on From 8-K
dated February 15, 1996, as amended, has 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.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been 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 in excess of 1,000 shares of the
Company's Common Stock.
INDEMNIFICATION
The Company's Articles of Incorporation and Bylaws provide for the
indemnification of its directors and executive officers to the fullest extent
permitted by Maryland law. It is the position of the Commission that
indemnification of directors and officers for liabilities arising under the
Securities Act is against public policy and is unenforceable pursuant to
Section 14 of the Securities Act.
CORRESPONDENCE
All correspondence concerning the Plan should be addressed to:
BankBoston, N.A.
Investor Relations Department
P.O. Box 8040
Mail Stop 45-02-09
Boston, MA 02266
(781) 575-3120
15
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 4
Description of the Dividend Reinvestment
and Stock Purchase Plan................................................... 4
Purpose................................................................... 4
Advantages to Participants................................................ 4
Administration............................................................ 5
Participation............................................................. 5
Costs..................................................................... 6
Purchases................................................................. 7
Reports to Participants................................................... 8
Dividends................................................................. 8
Certificates for Shares................................................... 9
Sale of Plan Shares....................................................... 9
Withdrawal from the Plan.................................................. 10
Tax Consequences of Participation in the Plan............................. 11
Other Information......................................................... 11
Resale Restrictions....................................................... 13
Limitations on Participation.............................................. 13
Use of Proceeds............................................................ 14
Common Stock............................................................... 14
Common Stock Price......................................................... 14
Experts.................................................................... 15
Legal Matters.............................................................. 16
Indemnification............................................................ 16
Correspondence............................................................. 16
</TABLE>
----------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPO-
RATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DE-
LIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUM-
STANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OF-
FER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SO-
LICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SO-
LICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
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BEACON PROPERTIES
CORPORATION
289,504 SHARES OF
COMMON STOCK
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
----------------
PROSPECTUS
----------------
NOVEMBER 26, 1997
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated fees and expenses payable by
the Company in connection with the issuance and distribution of the shares of
Common Stock registered hereby. All such expenses, except for the Registration
Fee, are estimated:
<TABLE>
<S> <C>
Registration fee................................................. $ 3,395
Printing and duplicating expenses................................ 2,500
Legal fees and expenses.......................................... 2,500
Accounting fees and expenses..................................... 2,500
Miscellaneous.................................................... 1,000
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Total........................................................ $11,895
=======
</TABLE>
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
LIMITATION OF LIABILITY AND INDEMNIFICATION
The Company's Articles of Incorporation and Bylaws provide certain
limitations on the liability of the Company's Directors and officers for
monetary damages to the Company. The Articles of Incorporation, and the Bylaws
obligate the Company to indemnify its Directors and officers, and permit the
Company to indemnify its employees and other agents, against certain
liabilities incurred in connection with their service in such capacities.
These provisions could reduce the legal remedies available to the Company and
the stockholders against these individuals.
The Company's Bylaws require it to indemnify its officers, Directors and
certain other parties to the fullest extent permitted from time to time by
Maryland law. The Maryland General Corporation Law (the "MGCL") permits a
corporation to indemnify (a) any present or former Director or officer who has
been successful, on the merits or otherwise, in the defense of a proceeding to
which he was made a party by reason of his service in that capacity, against
reasonable expenses incurred by him in connection with the proceeding and (b)
any present or former Director or officer against any claim or liability
unless it is established that (i) his act or omission was committed in bad
faith or was the result of active or deliberate dishonesty, (ii) he actually
received an improper personal benefit in money, property or services or (iii)
in the case of a criminal proceeding, he had reasonable cause to believe that
his act or omission was unlawful. The MGCL also permits the Company to provide
indemnification and advance expenses to a present or former Director or
officer who served a predecessor of the Company in such capacity, and to any
employer or agent of the Company or a predecessor of the Company.
The Company has entered into indemnification agreements with each of its
executive officers and Directors. The indemnification agreements require,
among other things, that the Company indemnify its officers and Directors to
the fullest extent permitted by law and advance to the officers and Directors
all related expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted. Under these agreements, the
Company must also indemnify and advance all expenses incurred by officers and
Directors seeking to enforce their rights under the indemnification agreements
and may cover officers and Directors under the Company's Directors' and
officers' liability insurance. Although the form of indemnification agreement
offers substantially the same scope of coverage afforded by law, it provides
additional assurance to Directors and officers that indemnification will be
available because, as a contract, it cannot be modified unilaterally in the
future by the Board of Directors or the stockholders to eliminate the rights
it provides. It is the position of the SEC that indemnification of directors
and officers for liabilities under the Securities Act is against public policy
and unenforceable pursuant to Section 14 of the Securities Act.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
4.1* Articles of Incorporation, as amended.
4.2** Bylaws, as amended.
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
23.3 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on the signature page hereof).
</TABLE>
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* Previously filed as an exhibit to Registrant's Quarterly Report on Form 10-
Q for the three months ended June 30, 1994.
** Previously filed as an exhibit to Registrant's Registration Statement on
Form S-3 (File No. 333-17237) filed with the SEC and incorporated herein by
reference.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of the securities offered will not exceed that which was
registered) and any deviation from the low or high of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to the Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the undersigned
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF BOSTON, STATE OF MASSACHUSETTS ON THIS 26TH DAY OF
NOVEMBER, 1997.
BEACON PROPERTIES CORPORATION
/s/ Alan M. Leventhal
By: _________________________________
ALAN M. LEVENTHAL PRESIDENT AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Beacon Properties Corporation hereby severally constitute and
appoint Alan M. Leventhal and Lionel P. Fortin, and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to
sign for us and in our names in the capacities indicated below, the
registration statement filed herewith and any and all amendments to said
registration statement, and generally to do all such things in our names and
in our capacities as officers and directors to enable Beacon Properties
Corporation to comply with the provisions of the Securities Act of 1933 and
all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said registration statement and any and all amendments
thereto.
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.
SIGNATURE CAPACITY DATE
/s/ Alan M. Leventhal President, Chief November 26,
- - ------------------------------------- Executive Officer 1997
ALAN M. LEVENTHAL and Director
(Principal
Executive Officer)
/s/ Edwin N. Sidman Chairman of the November 26,
- - ------------------------------------- Board of Directors 1997
EDWIN N. SIDMAN
/s/ Lionel P. Fortin Executive Vice November 26,
- - ------------------------------------- President, Chief 1997
LIONEL P. FORTIN Operating Officer
and Director
/s/ Robert J. Perriello Senior Vice November 26,
- - ------------------------------------- President and Chief 1997
ROBERT J. PERRIELLO and Chief Financial
Officer (Principal
Financial Officer
and Accounting
Officer)
II-4
<PAGE>
Director
- - -------------------------------------
NORMAN B. LEVENTHAL
/s/ Dale F. Frey Director November 26,
- - ------------------------------------- 1997
DALE F. FREY
/s/ William F. McCall, Jr. Director November 26,
- - ------------------------------------- 1997
WILLIAM F. MCCALL, JR.
Director
- - -------------------------------------
STEVEN SHULMAN
/s/ Graham O. Harrison Director November 26,
- - ------------------------------------- 1997
GRAHAM O. HARRISON
Director
- - -------------------------------------
SCOTT M. SPERLING
II-5
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP APPEARS HERE]
November 25, 1997
Beacon Properties Corporation
50 Rowes Wharf
Boston, MA 02110
Re: Legality of Securities to be Registered Under
Registration Statement on Form S-3
----------------------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the registration on Form S-3,
pursuant to the Securities Act of 1933, as amended, (the "Securities Act"), of
289,504 shares (the "Shares") of common stock, par value $.01 per share (the
"Common Stock"), of Beacon Properties Corporation, a Maryland corporation (the
"Company"), that may be issued by the Company pursuant to the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan").
In connection with rendering this opinion, we have examined the Articles of
Incorporation of the Company, as amended; the Amended and Restated Bylaws of the
Company, as amended; such records of the corporate proceedings of the Company as
we deem appropriate for the purposes of this opinion; the registration statement
on Form S-3 under the Securities Act relating to the Shares (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.
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.
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid in accordance with the terms of the Plan and pursuant to
the Registration Statement, such Shares will be validly issued, fully paid and
non-assessable shares of Common Stock.
<PAGE>
GOODWIN, PROCTER & HOAR LLP
Beacon Properties Corporation
November 25, 1997
Page 2
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities, as to which we express no opinion.
This opinion is based upon currently existing statutes, rules and
regulations and judicial decisions and is rendered as of the date hereof, and we
disclaim any obligation to advise you of any change in any of the foregoing
sources of law or subsequent developments in law or changes in facts or
circumstances which might affect any matters or opinions set forth herein.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement. We are furnishing this letter to you in connection with
the filing of the Registration Statement and consent to the filing of this
opinion as an exhibit to the Registration Statement. This opinion is not to be
used, circulated, quoted or otherwise referred to for any other purpose.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP APPEARS HERE]
November 26, 1997
Beacon Properties Corporation
50 Rowes Wharf
Boston, MA 02110
Re: Certain Federal Income Tax Matters
----------------------------------
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 under the Securities Act of
1933, as amended, relating to the registration of 289,504 shares of the
Company's common stock, par value $.01 per share, that may be issued by the
Company pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan.
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"), and the accuracy of the discussion under
the heading "Tax Consequences of Participation in the Plan" contained in the
Registration Statement.
In rendering the following opinion, we have examined the Articles of
Incorporation and Bylaws of the Company, the agreement of limited partnership of
Beacon Properties, L.P. ("Beacon Partnership"), and such other records,
certificates and documents as we have deemed necessary or appropriate for
purposes of rendering the opinion set forth herein, including the Agreement and
Plan of Merger dated September 15, 1997 by and among the Company, Beacon
Partnership, Equity Office Properties Trust ("EOP"), and EOP Operating Limited
Partnership (the "Merger Agreement"), pursuant to which the Company intends to
merge with and into EOP (the "Merger").
We have reviewed the Registration Statement and the description set
forth therein of 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) or with similar qualification 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 governance of the Company set forth in
the Registration Statement continue to be true. We also assume that if the
proposed Merger is consummated in 1997, EOP will timely mail, on behalf of
Beacon for Beacon's final taxable year ending with the Merger, shareholder
demand letters that comply with the requirements of Treasury Regulations section
1.857-8, and that EOP will maintain (in a manner prescribed by such regulation)
such records of the Company as are necessary for the Company to comply with
requirements of Treasury Regulations section 1.857-8 and section 857(a)(2) of
the Code (as in effect for the tax years beginning before August 5, 1997). In
addition, we have relied on certain additional facts and assumptions described
below.
<PAGE>
Beacon Properties Corporation
November 26, 1997
Page 2
In rendering the opinion 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 also
have 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, record keeping 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 REIT
under the Code, and the Company's 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 REIT under the Code.
2. The statements in the Registration Statement set forth under
the heading "Tax Consequences of Participation in the Plan" to
the extent such information constitutes matters of law,
summaries of legal matters, or legal conclusions, have been
reviewed by us and are accurate to all material respects.
<PAGE>
Beacon Properties Corporation
November 26, 1997
Page 3
We express no opinion herein 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. 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 Registration
Statement, to the references in the Registration Statement 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
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement,
relating to the registration of 289,504 shares of common stock of Beacon
Properties Corporation (the "Company"), on Form S-3 of our report dated January
28, 1997, appearing in the Company's Annual Report on Form 10-K, as amended, for
the year ended December 31, 1996 on our audits of the consolidated financial
position of the Company as of December 31, 1996 and 1995 and the consolidated
results of its operations and its cash flows for the years ended December 31,
1996 and 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 the related
financial statement schedules of the Company as of December 31, 1996.
We also consent to the incorporation by reference of our report dated September
5, 1997 on our audit of the statement of excess of revenues over specific
operating expenses of 200 W. Adams in Chicago, Illinois for the year ended
December 31, 1996 and of our report dated September 9, 1997 on our audit of the
statement of excess of revenues over specific operating expenses of the Civic
Opera House located at 20 North Wacker in Chicago, Illinois for the year ended
December 31, 1996, which reports were filed with the Securities and Exchange
Commission on the Form 8-K of the Company dated October 27, 1997.
We also consent to the incorporation by reference of our report dated May 29,
1997 on our audit of the statement of excess of revenues over specific operating
expenses of 225 Franklin Street in Boston, Massachusetts for the year ended
December 31, 1996, which report was filed with the Securities and Exchange
Commission on the Form 8-K of the Company dated June 4, 1997, as amended on the
Form 8-K/A of the Company dated June 11, 1997.
We also consent to the incorporation by reference of our report dated March 11,
1997 on our audit of the statement of excess of revenues over specific operating
expenses of 10880 Wilshire Boulevard in Westwood, California for the year ended
December 31, 1996, of our report dated March 18, 1997 on our audit of the
statement of excess of revenues over specific operating expenses of Centerpointe
in Fairfax, Virginia for the year ended December 31, 1996, and of our report
dated March 21, 1997 on our audit of the statement of excess of revenues over
specific operating expenses of Westbrook Corporate Center in Westchester,
Illinois for the year ended December 31, 1996, which reports were filed with the
Securities and Exchange Commission on the Form 8-K of the Company dated March
27, 1997, as amended on the Form 8-K/A of the Company on April 7, 1997, as
amended.
We also consent to the incorporation by reference of our report dated February
6, 1997 on our audit of the statement of excess of revenues over specific
operating expenses of Shoreline Technology Park in Mountain View, California for
the year ended December 31, 1995, of our report dated December 20, 1996 on our
audit of the statement of excess of revenues over specific operating expenses
of Lake Marriott Business Park in Santa Clara, California for the year ended
December 31, 1995, and of our report dated December 20, 1996 on our audit of the
statement of excess of revenues over specific operating expenses of
President's Plaza in Chicago, 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 December 20, 1996, as amended.
<PAGE>
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, as amended.
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, DC 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, as amended on the Form 8-K/A
of the Company dated August 6, 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 specific
operating expenses of Perimeter Center in 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 15, 1996, as amended.
We also consent to the reference to our Firm under the caption "Experts"
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
November 25, 1997
