-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GFVhunswd4puvWX27FGOODOjPfzdSRVldkMjlsCmbi2fwrddYVKKopdOL3S3jj6q 2qVd3URYoNmL4zmrY8prsQ== /in/edgar/work/20000629/0000912057-00-030403/0000912057-00-030403.txt : 20000920 0000912057-00-030403.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-030403 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000629 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY OFFICE PROPERTIES TRUST CENTRAL INDEX KEY: 0001038339 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 364151656 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51791 FILM NUMBER: 664436 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLZ STREET 2: SUITE 2200 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124663300 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLZ STREET 2: SUITE 2200 CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STICHTING PENSIOENFONDS VOOR DE GEZONHEID GEEST EN MAAT BEL CENTRAL INDEX KEY: 0001086193 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: KROOSTWEG-NOORD 149 STREET 2: 3700 AC ZEIST CITY: THE NETHERLANDS MAIL ADDRESS: STREET 1: KROOSTWEG-NOORD 149 STREET 2: 3700 AC ZEIST CITY: THE NETHERLANDS SC 13D/A 1 sc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 EQUITY OFFICE PROPERTIES TRUST (Name of Issuer) COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $.01 (Title of Class of Securities) 294741103 (CUSIP Number) ANN F. CHAMBERLAIN, ESQ. RICHARDS & O'NEIL, LLP 885 THIRD AVENUE NEW YORK, NEW YORK 10022-4873 (212) 207-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 19, 2000 (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. / / Page 1 of 5 SCHEDULE 13D CUSIP NO. 294741103 (1) Name of reporting person...... STICHTING PENSIOENFONDS VOOR DE GEZONDHEID GEESTELIJKE EN MAATSCHAPPELIJKE BELANGEN S.S. or I.R.S. identification Nos. of above persons......... (2) Check the appropriate box if (a) / / a member of a group (see instructions) (b) / / (3) SEC use only.................. (4) Source of funds (see instructions)................. WC/OO (5) Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) / / (6) Citizenship or place of organization.................. The Netherlands Number of shares beneficially owned by each reporting person with: (7) Sole voting power............. 22,039,277 (8) Shared voting power........... 0 (9) Sole dispositive power........ 22,039,277 (10) Shared dispositive power...... 0 (11) Aggregate amount beneficially owned by each reporting person 22,039,277 (12) Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)................. / / (13) Percent of class represented by amount in Row (11)......... 7.34% (14).. Type of reporting person (see instructions)................. OO Page 2 of 5 EQUITY OFFICE PROPERTIES TRUST SCHEDULE 13D AMENDMENT NO. 1 This Amendment No. 1 ("AMENDMENT NO. 1") amends a Statement on Schedule 13D (the "SCHEDULE 13D"), dated as of February 11, 2000 and filed by Stichting Pensioenfonds Voor De Gezondheid Geestelijke en Maatschappelijke Belangen ("PGGM" or the "REPORTING PERSON"). This Amendment No. 1 amends Items 3 and 5 of the Schedule 13D. Items 1, 2, 4, 6 and 7 are not amended hereby. Capitalized terms used in this Amendment No. 1 not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. This Amendment No. 1 is being filed to reflect that, in connection with the consummation of the transactions contemplated in the Agreement and Plan of Merger (the "MERGER AGREEMENT"), dated February 11, 2000, between Equity Office Properties Trust ("EOP"), EOP Operating Limited Partnership ("EOP PARTNERSHIP"), Cornerstone Properties Inc. ("CORNERSTONE") and Cornerstone Properties Limited Partnership ("CORNERSTONE PARTNERSHIP"), which consummation occurred on June 19, 2000 (the "EFFECTIVE DATE"), PGGM received 19,497,177 Common Shares of EOP. This Amendment No. 1 corrects the Schedule 13D previously filed which assumed that PGGM would receive 19,502,153 Common Shares of EOP in the Merger (based on a pro rata conversion of the outstanding shares of Common Stock of Cornerstone held by all holders of such shares to receive $7.06 cash and .7009 Common Shares of EOP). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On the Effective Date of the Merger Agreement, Cornerstone merged with and into EOP and Cornerstone Partnership merged with and into EOP Partnership. On the Effective Date, PGGM received 19,497,177 EOP common shares (the "COMMON SHARES"). In addition, on Effective Date, PGGM already beneficially owned 2,542,100 Common Shares. ITEM 5 INTEREST IN SECURITIES OF THE ISSUER. (a) In the Merger, PGGM acquired 19,497,177 Common Shares. In addition, on the Effective Date, PGGM had beneficial ownership of 2,542,100 Common Shares. PGGM beneficially owns approximately 7.34% of the outstanding Common Shares (calculated by dividing (1) the sum of (i) the number of Common Shares that PGGM acquired in the Merger (19,497,177) plus (ii) the number of Common Shares beneficially owned immediately prior to the date thereof by PGGM (2,542,100) by (2) the number of Common Shares issued and outstanding as of the Effective Date (300,164,233). Page 3 of 5 (b) As of the date of filing of this Schedule 13D, the Reporting Person has the power to vote or to direct the vote of or the power to dispose or direct the disposition of the Common Shares that are beneficially owned by it as follows:
BENEFICIAL RIGHT TO NO RIGHT TO OWNERSHIP RIGHT TO VOTE DISPOSE VOTE OR DISPOSE --------- ------------- ------- --------------- PGGM 22,039,277 22,039,277 22,039,277 0
(c) Not applicable. (d) None. (e) Not applicable. Page 4 of 5 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. Dated: June 29, 2000 STICHTING PENSIOENFONDS VOOR DE GEZONDHEID GEESTELIJKE EN MAATSCHAPPELIJKE BELANGEN By: /s/ Jan H.W.R. Van Der Vlist ---------------------------------- Name: Jan H.W.R. Van Der Vlist Title: Director Real Estate By: /s/ Roderick M.S.M. Munsters ---------------------------------- Name: Roderick M.S.M. Munsters Title: Managing Director Investments Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----