-----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, PC8YGCj9DC8zpWxMUjKtQDaMpKwQyE0dIvzXgiSX1JwWqcy8QVnI1PCX6BaFbV8t FLIng7df9eys1MAXg2fkjA== 0000950137-00-000550.txt : 20000216 0000950137-00-000550.hdr.sgml : 20000216 ACCESSION NUMBER: 0000950137-00-000550 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000215 GROUP MEMBERS: EGI HOLDINGS, INC. GROUP MEMBERS: EGIL INVESTMENTS INC. GROUP MEMBERS: RSB PROPERTIES TRUST GROUP MEMBERS: SAMSTOCK/ALPHA, L.L.C. GROUP MEMBERS: SAMSTOCK/SZRT, L.L.C. GROUP MEMBERS: SAMSTOCK/ZFT, L.L.C. GROUP MEMBERS: SAMSTOCK/ZGPI, L.L.C. GROUP MEMBERS: SAMUEL ZELL GROUP MEMBERS: ZELL SAMUEL GROUP MEMBERS: ZFT PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY OFFICE PROPERTIES TRUST CENTRAL INDEX KEY: 0001038339 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [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: 545547 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: ZELL SAMUEL CENTRAL INDEX KEY: 0001024193 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124540100 MAIL ADDRESS: STREET 1: TWO N RIVERSIDE PLAZA STREET 2: SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 AMENDMENT TO SCHEDULE 13D 1 SCHEDULE 13D (RULE 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Acct of 1934 (Amendment No. 1)* Equity Office Properties Trust - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares, par value $.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 294741103 - -------------------------------------------------------------------------------- (CUSIP Number) Alisa M. Singer, Equity Group Investments, L.L.C. Two N. Riverside Plaza, Suite 600, Chicago, IL 60606 (312) 466-3196 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 11, 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(e), 13d-1(f) or 13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 2 OF 16 PAGES --------------- --- -- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samstock/SZRT, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,803,116(1) SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 1,803,116(1) PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,803,116 (1) - -------------------------------------------------------------------------------- 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) .071% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) 00 - -------------------------------------------------------------------------------- (1) Includes 1,775,768 common shares of beneficial interest ("Common Shares") of Equity Office Properties Trust (the "Issuer") that are issuable upon redemption of Operating Partnership Units ("OP Units") of EOP Operating Limited Partnership ("EOP Partnership"), a Delaware limited partnership in which Equity Office Properties Trust (the "Issuer") is the sole general partner and a limited partner. Pursuant to the limited partnership agreement of EOP Partnership, OP Units are redeemable for cash or, at Issuer's option, exchangeable for Common Shares, on a one-for-one basis. 3 CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 3 OF 16 PAGES --------------- --- -- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samuel Zell - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF,OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 818,173(1) SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 818,173(1) PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 818,173(1) - -------------------------------------------------------------------------------- 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) .32% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) Includes (i) 809,998 Common Shares issuable to Mr. Zell upon exercise of stock options that currently are exercisable or will become exercisable within 60 days after the date hereof, and (ii) 3,582 Common Shares held in an account maintained by the trustee of the Issuer's supplemental employee retirement plan for the benefit of Mr. Zell. 4 CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 4 OF 16 PAGES --------------- --- -- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samstock/Alpha, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,248,757(1) SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 2,248,757(1) PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,248,757(1) - -------------------------------------------------------------------------------- 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) .89% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) 00 - -------------------------------------------------------------------------------- (1)Includes 1,990,579 Common Shares of Issuer that are issuable upon redemption of OP Units of EOP Partnership. Pursuant to the limited partnership agreement of EOP Partnership, OP Units are redeemable for cash or, at Issuer's option, exchangeable for Common Shares, on a one-for-one basis. 5 CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 5 OF 16 PAGES --------------- --- -- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) ZFT Partnership - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0(1) SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 0(1) PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0(1) - -------------------------------------------------------------------------------- 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) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- (1)On February 14, 2000, ZFT Partnership contributed the six (6) Common Shares it owned to Samstock/ZFT, L.L.C. As a result, ZFT Partnership ceased to own any Common Shares or OP Units as of February 14, 2000. 6 CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 6 OF 16 PAGES --------------- --- -- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EGI Holdings, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,932,540(1) SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 1,932,540(1) PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,932,540(1) - -------------------------------------------------------------------------------- 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) .76% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- (1) Includes 1,919,706 Common Shares of Issuer that are issuable upon redemption of OP Units of EOP Partnership. Pursuant to the limited partnership agreement of EOP Partnership, OP Units are redeemable for cash or, at Issuer's option, exchangeable for Common Shares, on a one-for-one basis. Pursuant to a Stockholders' Agreement, (i) various trusts for the benefit of Samuel Zell and members of his family (the "Zell Trusts") have sole power to vote or cause the vote of, and to dispose or cause the disposition of, all common Shares and OP Units beneficially owned by EGI Holdings, Inc., and (ii) the Common Shares and OP Units owned by EGI Holdings, Inc. are subject to a right of first offer exercisable by the other stockholders of Equity Group Investment, Inc. (other then the Zell Trusts). See Items 5 and 6. 7 CUSIP NO. 294741103 13D PAGE 7 OF 16 PAGES --------------------- -- -- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EGIL Investments, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,932,584(1) SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 1,932,584(1) PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,932,584(1) - -------------------------------------------------------------------------------- 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) .76% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- (1) Includes 1,919,749 Common Shares of Issuer that are issuable upon redemption of OP Units of EOP Partnership. Pursuant to the limited partnership agreement of EOP Partnership, OP Units are redeemable for cash or, at Issuer's option, exchangeable for Common Shares, on a one-for-one basis. Pursuant to a Stockholders' Agreement, (i) various trusts for the benefit of Ann Lurie and members of her family (the "Lurie Trusts") have sole power to vote or cause the vote of, and to dispose or cause the disposition of, all Common Shares and OP Units beneficially owned by EGIL Investments, Inc. and (ii) the Common Shares and OP Units owned by EGIL Investments, Inc. are subject to a right of first offer exercisable by the other stockholders of Equity Group Investment, Inc. (other then the Lurie Trusts). See items 5 and 6. 8 CUSIP NO. 294741103 13D PAGE 8 OF 16 PAGES --------------------- -- -- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samstock/ZFT, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 7,249,871(1) SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 7,249,871(1) PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,249,871(1) - -------------------------------------------------------------------------------- 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) 2.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) 00 - -------------------------------------------------------------------------------- (1) Includes 6,010,399 Common Shares of Issuer that are issuable upon redemption of OP Units of EOP Partnership. Pursuant to the limited partnership agreement of EOP Partnership, OP Units are redeemable for cash or, at Issuer's option, exchangeable for Common Shares, on a one-for-one basis. 9 CUSIP NO. 294741103 13D PAGE 9 OF 16 PAGES --------------------- -- -- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Samstock/ZGPI, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 5,321(1) SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 5,321(1) PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,321(1) - -------------------------------------------------------------------------------- 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) .002% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) 00 - -------------------------------------------------------------------------------- (1) Consists of 5,321 Common Shares of Issuer that are issuable upon redemption of OP Units of EOP Partnership. Pursuant to the limited partnership agreement of EOP Partnership, OP Units are redeemable for cash or, at Issuer's option, exchangeable for Common Shares, on a one-for-one basis. 10 CUSIP NO. 294741103 13D PAGE 10 OF 16 PAGES --------------------- -- -- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RSB Properties Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 12,314(1) SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 12,314(1) PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,314(1) - -------------------------------------------------------------------------------- 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) .005% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) 00 - -------------------------------------------------------------------------------- (1) Consists of 12,314 Common Shares of Issuer that are issuable upon redemption of OP Units of EOP Partnership. Pursuant to the limited partnership agreement of EOP Partnership, OP Units are redeemable for cash or, at Issuer's option, exchangeable for Common Shares, on a one-for-one basis. 11 CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 11 OF 16 PAGES --------------- -- -- This Amendment No. 1 amends the Schedule 13D filed on January 24, 2000 by the group of Reporting Persons comprised of Samstock/SZRT, L.L.C., Samstock/Alpha, L.L.C., Samstock/ZFT, L.L.C., Samstock/ZGPI, L.L.C., ZFT Partnership, EGI Holdings, Inc., EGIL Investments, Inc., RSB Properties Trust and Samuel Zell. ONLY THOSE ITEMS THAT ARE BEING AMENDED ARE REPORTED HEREIN. CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME MEANING THAT THEY HAVE IN THE SCHEDULE 13D. Item 5. Interest in Securities of the Issuer (a) and (b). Each Reporting Person beneficially owns the number of common shares of beneficial interest ("Common Shares") of Equity Office Properties Trust, a real estate investment trust formed under the laws of Maryland (the "Issuer"), and the number of Operating Partnership Units of EOP Operating Limited Partnership ("OP Units") set forth opposite his or its name below:
Reporting Person Common Shares (1) OP Units (1) % Owned (1) ---------------- ------------- -------- ------- Samstock/SZRT, L.L.C. 27,348 1,775,768 .071% Samuel Zell 818,173(2) -- .32% Samstock/Alpha, L.L.C. 258,178 1,990,579 .89% ZFT Partnership 0 -- * EGI Holdings, Inc. (3) 12,834 1,919,706 .76% Samstock/ZFT, L.L.C. 1,239,472 6,010,399 2.8% Samstock/ZGPI, L.L.C. -- 5,321 * RSB Properties Trust -- 12,314 * EGIL Investments, Inc. (3) 12,835 1,919,749 .76% ----------- ------------ ---- Total 2,368,840 13,633,836 6.0% ------------------
* Less than .05% (1) Subject to the Stockholders' Agreement described in note (3) below, each Reporting Person exercises sole power to vote or to direct the vote of, and to dispose or direct the disposition of, the Common Shares and/or OP Units set forth above opposite his or its name. To the best knowledge of the Reporting Person, there are 252,654,039 Common Shares issued and outstanding as of the date hereof. Based upon such number, the 16,002,676 Common Shares and OP Units beneficially owned by the Reporting Persons, collectively, represent approximately 6.0% of the Common Shares issued and outstanding. The percentage ownership for each Reporting Person is based upon the total number of Common Shares currently issued and outstanding plus the number of Common Shares issuable (at the option of the Issuer) to such Reporting Person, but not to any other Reporting Person. Pursuant to the limited partnership agreement of EOP Partnership, OP Units are redeemable for cash or, at Issuer's option, exchangeable for Common Shares, on a one-for-one basis. (2) Includes (i) 809,998 Common Shares issuable to Mr. Zell upon exercise of stock options that are currently exercisable or exercisable within 60 days hereafter, and (ii) 3,582 Common Shares held in an account maintained by the trustee of the Issuer's supplemental employee retirement plan for the benefit of Mr. Zell. (3) Pursuant to the Stockholders' Agreement dated as of December 31, 1999 among the Zell Trusts and the Lurie Trusts, (i) the Zell Trusts have sole power to vote or cause the vote of, and to dispose or cause the disposition of, all Common Shares and OP Units beneficially owned by Holdings and have a right of first offer to purchase any Common Shares and OP Units owned by EGIL, and (ii) the Lurie Trusts have sole power to vote or cause the vote of, and to dispose or cause the disposition of, all Common Shares and OP Units beneficially owned by EGIL and have a right of first offer to purchase any Common Shares and OP Units 12 CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 12 OF 16 PAGES --------------- -- -- owned by Holdings. In addition to the shares of Common Shares and OP Units owned by the Reporting Persons, the following individuals also own securities of the Issuer, in their personal capacities: No. of No. of OP Name Common Shares Units --------- ------------- ----- Sheli Z. Rosenberg(1) 218,642 191,134 Rod F. Dammeyer(2) 352 -- Donald J. Liebentritt(3) 32,615 39,718 Mark Slezak 1,000 -- John Zoeller(4) 7,735 -- Matthew Zell(5) 8,403 -- Kellie Zell(6) 15,000 -- JoAnn Zell 5,376 -- Bert Cohen 8,885 25,262 Susan Obuchowski(7) 4,166 -- --------------- (1) Includes 137,832 Common Shares issuable upon exercise of options currently vested; 3,573 Common Shares held in an account maintained by the trustee of the Issuer's supplemental employee retirement plan for the benefit of Mrs. Rosenberg; and 21,303 Common Shares and 17,318 OP Units held by Mrs. Rosenberg's spouse. (2) Includes 176 Common Shares held by Mr. Dammeyer's spouse. (3) Includes 13,333 Common Shares issuable upon exercise of currently exercisable options and 5,000 Common Shares held by Mr. Liebentritt's spouse. (4) Includes 6,666 Common Shares issuable upon exercise of currently exercisable options. (5) Includes 5,049 Common Shares held by Mr. Zell as custodian for his minor children and 3,000 shares held by Mr. Zell's spouse. (6) Includes 10,000 Common Shares held by Ms. Zell as custodian for her minor children. (7) Includes 2,666 Common Shares issuable upon exercise of currently exercisable options. (c) The following transactions in Common Shares and/or OP Units were effected by the specified Reporting Persons within the past 60 days: On February 14, 2000, ZFT Partnership contributed the six (6) Common Shares it owned to Samstock/ZFT, L.L.C. As a result, ZFT Partnership ceased to own any Common Shares or OP Units as of February 14, 2000. On December 13, 1999, Mr. Zell received 588 Common Shares from the Issuer as trustee fees for his service as a trustee and as the Chairman of the Board of the Issuer. On January 17, 2000, certain of the Lurie Trusts (which are indirect stockholders of Holdings and EGIL by virtue of their ownership of capital stock of EGI) received an aggregate of 1,671,760 OP Units as a partnership distribution. On January 19, 2000, each of these Lurie Trusts made a distribution of such OP Units to Samstock/SZRT, L.L.C. As a result, Samstock/SZRT, L.L.C. acquired beneficial ownership of such 1,671,760 OP Units on January 19, 2000. (d). EGI Holdings, Inc. ("Holdings") and EGIL Investments, Inc. ("EGIL"), both of which are Reporting Persons, are wholly-owned subsidiaries of EGI. The Zell Trusts, whose beneficiaries 13 CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 13 OF 16 PAGES --------------- -- -- are Samuel Zell and members of his family, own approximately 50% of the capital stock of EGI and the Lurie Trusts, whose beneficiaries are Ann Lurie and members of her family, own approximately 50% of the capital stock of EGI. The Zell Trusts and the Lurie Trusts are parties to a Stockholders' Agreement dated as of December 31, 1999 (the "Stockholders' Agreement") that sets forth their agreement regarding, among other things, various corporate governance matters relating to, and the transferability of securities of or held by, EGI, Holdings and EGIL. The Stockholders' Agreement is described in Item 6 below. On February 11, 2000, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") to acquire Cornerstone Properties Inc. (the "Merger"). In connection with execution of the Merger Agreement, Samstock/SZRT, L.L.C., Samstock/Alpha, L.L.C., Samstock/ZFT, L.L.C., Samstock/ZGPI, L.L.C., EGI Holdings, Inc. and Samuel Zell (each, a "Zell Reporting Person" ) entered into a Voting Agreement dated as of February 11, 2000 (the "Voting Agreement") with Cornerstone Properties, Inc. and Cornerstone Properties Limited Partnership. Under the Voting Agreement, each Zell Reporting Person agreed, for the period beginning on February 11, 2000 through the earlier of the date on which the Merger is consummated or 30 days after the date on which the Merger Agreement is terminated according to its terms, that such Zell Reporting Person (a) would not, directly or indirectly, sell, transfer, pledge, or otherwise dispose of, or enter into any contract, option or other agreement with respect to the sale, transfer, pledge or other disposition of, any Common Shares or any OP Units (except for redemptions of OP Units for Common Shares pursuant to the partnership agreement of EOP Operating Limited Partnership); provided, however, that the Voting Agreement shall not prevent the sale, transfer, pledge or other disposition of any Common Shares or OP Units (i) if the transferee or pledgee agrees in writing to be bound by the terms of the Voting Agreement, or (ii) in connection with the replacement or substitution of an existing pledge of Common Shares or OP Units (whether or not the pledgee agrees to be bound by the Voting Agreement), and (b) would cast or cause to be cast all votes attributable to the Common Shares, at any annual or special meeting of shareholders of the Issuer, or in connection with any written consent or other vote of Issuer's shareholders, (i) in favor of adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and (ii) against approval or adoption of any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) made or taken in opposition to or in competition with the Merger. A copy of the Voting Agreement is attached to this filing as Exhibit 3. The Voting Agreement is described in greater detail under Item 6 below. (e). Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. VOTING AGREEMENT. On February 11, 2000, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") to acquire Cornerstone Properties Inc. (the "Merger"). In connection with execution of the Merger Agreement, Samstock/SZRT, L.L.C., Samstock/Alpha, L.L.C., Samstock/ZFT, L.L.C., Samstock/ZGPI, L.L.C., EGI Holdings, Inc. and Samuel Zell (each, a "Zell Reporting Person" ) entered into a Voting Agreement dated as of February 11, 2000 (the "Voting Agreement") with Cornerstone Properties, Inc. and Cornerstone Properties Limited Partnership. Under the Voting Agreement, each Zell Reporting Person agreed, for the period beginning on February 11, 2000 through the earlier of the date on which the Merger is consummated or 30 days after the date on which the Merger Agreement is terminated according to its terms, that such Zell Reporting Person (a) would not, directly or indirectly, sell, transfer, pledge, or otherwise dispose of, or enter into any contract, option or other agreement with respect to the sale, transfer, pledge or other disposition of, any Common Shares or any OP Units (except for redemptions of OP Units for Common Shares pursuant to the partnership agreement of EOP Operating Limited Partnership); provided, however, that the Voting Agreement shall not prevent the sale, transfer, pledge or other disposition of any Common Shares or OP Units (i) if the transferee or pledgee agrees in writing to be bound by the terms of the Voting Agreement, or (ii) in connection with the replacement or substitution of an existing pledge of Common Shares or OP Units (whether or not the pledgee agrees to be bound by the Voting Agreement), and (b) would cast or cause to be cast all votes attributable to the Common Shares, at any annual or special meeting of shareholders of the Issuer, or in connection with any written consent or other vote of Issuer's shareholders, (i) in favor of adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, and (ii) against approval or adoption of any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) made or taken in opposition to or in competition with the Merger. Each Zell Reporting Person also agreed not to, directly or 14 CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 14 OF 16 PAGES --------------- -- -- indirectly, (a) grant any proxies for any Common Shares or OP Units with respect to the foregoing matters (other than a proxy directing the holder thereof to vote the Common Shares or the OP Units in a manner required by the foregoing), (b) deposit any Common Shares or OP Units into a voting trust or enter into a voting agreement with respect to any Common Shares or OP Units with respect to any of the foregoing matters, or tender any Common Shares or OP Units in a transaction other than a transaction contemplated by the Merger Agreement, or (c) take any action which is intended to have the effect of preventing or disabling such Zell Reporting Person from performing its obligations under the Voting Agreement. STOCKHOLDERS AGREEMENT. EGI Holdings, Inc. ("Holdings") and EGIL Investments, Inc. ("EGIL"), both of which are Reporting Persons, are wholly-owned subsidiaries of EGI. The Zell Trusts, whose beneficiaries are Samuel Zell and members of his family, own approximately 50% of the capital stock of EGI and the Lurie Trusts, whose beneficiaries are Ann Lurie and members of her family, own approximately 50% of the capital stock of EGI. The Zell Trusts and the Lurie Trusts are parties to a Stockholders' Agreement dated as of December 31, 1999 (the "Stockholders' Agreement") that sets forth their agreement regarding, among other things, various corporate governance matters relating to, and the transferability of securities of or held by, EGI, Holdings and EGIL. A copy of the Stockholders' Agreement is attached to this filing as Exhibit 2. Pursuant to the Stockholders' Agreement and subject to the terms thereof, (a) the Zell Trusts have sole power to vote or cause the vote of, and to dispose or cause the disposition of, all Common Shares and OP Units beneficially owned by Holdings, and (b) the Lurie Trusts have sole power to vote or cause the vote of, and to dispose or cause the disposition of, all Common Shares and OP Units beneficially owned by EGIL. Notwithstanding the foregoing, if the Zell Trusts desire to cause Holdings to sell, assign, transfer or otherwise dispose of (each, a "Transfer") any Common Shares or OP Units held by Holdings from time to time in a bona fide transaction, the Zell Trusts first must offer to sell such Common Shares or OP Units to the Lurie Trusts. If the Lurie Trusts (on behalf of themselves or their designee) do not accept such offer to purchase all but not less than all of the Common Shares or OP Units offered by Holdings within 30 business days (in the case of a private sale) or 10 business days (in the case of a public sale) after receipt of the offer notice, then the Zell Trusts may Transfer such equity securities to a third party at a purchase price equal to or greater than the price at which such equity securities were offered to the Lurie Trusts. Any Common Shares or OP Units that are not Transferred by Holdings within 90 days after expiration of such 10 or 30 day period, as applicable, will again be subject to such right of first offer provisions. The Lurie Trusts have granted to the Zell Trusts an identical right of first offer with respect to any Common Shares or OP Units, and other equity securities, held by EGIL from time to time. The Zell Trusts and the Lurie Trusts also have agreed to not cause Holdings or EGIL, respectively, to (i) consummate more than one Transfer of Common Shares or OP Units in any 90-day period, (ii) effect any sale of assets of Holdings or EGIL (including Common Shares or OP Units), respectively, unless the value of such sale is at least $5.0 million, or (iii) convert any OP Units into Common Shares unless such Common Shares are sold for cash prior to the due date of any tax liability arising in connection with such conversion and the proceeds from such sale are sufficient to satisfy any tax obligation arising from the sale.. The Stockholders' Agreement obligates Holdings and EGIL to distribute to EGI all cash dividends or cash distributions received by Holdings or EGIL in respect of Common Shares or OP Units and provides that, after establishing sufficient reserves for working capital and taxes and in the discretion of the EGI Board of Directors, EGI may loan or distribute any remaining amounts of such cash distributions or dividends to the Zell Trusts and/or the Lurie Trusts, respectively. Each of Holdings and EGIL is entitled to retain the proceeds of any financing or refinancing of Common Shares or OP Units effected by it, and shall not be obligated to distribute such proceeds to EGI; however Holdings or EGIL will be obligated to loan such proceeds to affiliates of the Zell Trusts or the Lurie Trusts, respectively, upon demand, with interest payments and any other OTHER. Samuel Zell is a trustee and the Chairman of the Board of the Issuer and Sheli Z. Rosenberg is a trustee of the Issuer; however, there are no oral or written contracts, arrangements, understandings or agreements between either Mr. Zell or Mrs. Rosenberg and the Issuer with respect to Mr. Zell's 15 CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 15 OF 16 PAGES --------------- -- -- or Mrs. Rosenberg's services in such capacities. From time to time and in connection with obtaining loans or effecting other financing transactions, certain of the Reporting Persons have granted and may grant to lenders a security interest in all or a portion of such Reporting Person's assets, including the Common Shares and OP Units described herein. To perfect such security interests, the lenders may require the Reporting Person to pledge Common Shares or OP Units as collateral. The underlying loan agreements and financing documents generally contain standard default provisions authorizing the lender, upon the occurrence of any default or breach by the Reporting Person that is party to the agreement, to foreclose upon the collateral that secures the Reporting Person's loan. The proceeds of such loans and financing transactions were not used to purchase the Common Shares or OP Units described herein. Each Reporting Person believes that its loans and financing arrangements, and the granting of the security interests in connection therewith, have been and will be within the ordinary course of the business of such Reporting Person. Item 7. Materials to be Filed as Exhibits Exhibit 1 -- Joint Filing Agreement among the Reporting Persons (previously filed) Exhibit 2 - Stockholders Agreement dated as of December 31, 1999 among the Zell Trusts and the Lurie Trusts (previously filed) Exhibit 3 - Voting Agreement dated as of February 11, 2000 16 CUSIP NO. 294741103 SCHEDULE 13D/A PAGE 16 OF 16 PAGES --------------- -- -- SIGNATURES ---------- After reasonable inquiry, and the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: February 15, 2000. Samstock/SZRT, L.L.C., Samstock/Alpha, L.L.C., Samstock/ZFT, L.L.C., Samstock ZGPI, L.L.C., and EGI Holdings, Inc. By: /s/ Donald J. Liebentritt --------------------------------------------------- Donald J. Liebentritt, as Vice President of each of the above entities /s/ Samuel Zell --------------------------------------------------- Samuel Zell ZFT Partnership By: ZFT Kellie Trust, as partner By: Chai Trust Company, as trustee By: /s/ Donald J. Liebentritt --------------------------------------------------- Donald J. Liebentritt, Vice President RSB Properties Trust By: /s/ Samuel Zell --------------------------------------------------- Samuel Zell, not individually but solely as Trustee EGIL Investments, Inc. By: /s/ Mark Slezak --------------------------------------------------- Mark Slezak, Vice President 17 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------- Exhibit 1 Joint Filing Agreement among the Reporting Persons (previously filed) Exhibit 2 Stockholders Agreement dated as of December 31, 1999 among the Zell Trusts and the Lurie Trusts (previously filed) Exhibit 3 Voting Agreement dated as of February 11, 2000 EX-3 2 VOTING AGREEMENT DATED AS OF FEBRUARY 11, 2000 1 EXHIBIT 3 VOTING AGREEMENT (SAMUEL ZELL) THIS VOTING AGREEMENT (this "AGREEMENT") is entered into as of February 11, 2000 by and among Cornerstone Properties Inc, a Nevada corporation ("CORNERSTONE"), Cornerstone Properties Limited Partnership, a Delaware limited partnership ("CORNERSTONE PARTNERSHIP"), and Samuel Zell (such person, together with the other signatories hereto (other than Cornerstone and Cornerstone Partnership), individually and collectively, the "EQUITY OFFICE SECURITYHOLDER"). WHEREAS, Cornerstone, Cornerstone Partnership, Equity Office Properties Trust, a Maryland real estate investment trust ("EQUITY OFFICE") and EOP Operating Limited Partnership, a Delaware limited partnership ("EOP Partnership") will enter into an Agreement and Plan of Merger dated as of the date hereof (the "MERGER AGREEMENT"), pursuant to which (i) Cornerstone Partnership will be merged with and into EOP Partnership (the "PARTNERSHIP MERGER"), with EOP Partnership as the survivor of the Partnership Merger, and (ii) Cornerstone will be merged with and into Equity Office (the "MERGER"), with Equity Office as the survivor of the Merger (all capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement); WHEREAS, the Equity Office Securityholder is the beneficial and record owner of 1,546,001 issued and outstanding shares of common stock, $0.01 par value per share, of Equity Office (such shares, together with any shares acquired hereafter, the "EQUITY OFFICE COMMON SHARES"), as more particularly described on Schedule 1; WHEREAS, the Equity Office Securityholder is the beneficial and record owner of 11,701,076 issued and outstanding units of limited partnership interest in EOP Partnership (such units, together with any units acquired hereafter, the "EOP OP UNITS") as more particularly described on Schedule 1; and WHEREAS, in accordance with the Recitals of the Merger Agreement, the Equity Office Securityholder desires to execute and deliver this Agreement solely in its capacity as a holder of Equity Office Common Shares and EOP OP Units. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. DISPOSITION OF EQUITY OFFICE COMMON SHARES AND EOP OP UNITS During the period from the date hereof through the earlier of (i) the date on which the Merger is consummated or (ii) 30 days after the date on which the Merger Agreement is terminated according to its terms (such period hereinafter referred to as the "TERM"), the Equity Office Securityholder shall not, directly or indirectly, and shall cause each record holder not to, directly or indirectly, (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other agreement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other 2 disposition of, any Equity Office Common Shares or EOP OP Units (except for redemptions of EOP OP Units for Equity Office Common Shares pursuant to the partnership agreement of EOP Partnership), (b) grant any proxies for any Equity Office Common Shares or EOP OP Units with respect to any matters described in paragraphs (a) or (b) of Section 2 hereof (other than a proxy directing the holder thereof to vote the Equity Office Common Shares or the EOP OP Units in a manner required by paragraphs (a) and (b) of Section 2 hereof), (c) deposit any Equity Office Common Shares or EOP OP Units into a voting trust or enter into a voting agreement with respect to any Equity Office Common Shares or EOP OP Units with respect to any of the matters described in paragraphs (a) or (b) of Section 2 hereof, or tender any Equity Office Common Shares or EOP OP Units in a transaction other than a transaction contemplated by the Merger Agreement, or (d) take any action which is intended to have the effect of preventing or disabling the Equity Office Securityholder from performing its obligations under this Agreement; provided, however, that nothing herein shall prevent the sale, transfer, pledge, encumbrance, assignment or other disposition of any of such Equity Office Common Shares or EOP OP Units, either (i) provided that the purchaser, transferee, pledgee or assignee thereof agrees in writing to be bound by the terms of this Agreement, or (ii) in connection with the replacement or substitution of an existing pledge thereof (whether or not the pledgee agrees to be bound by this Agreement). Cornerstone and Cornerstone Partnership each acknowledges the existence of pledges made by Equity Office Securityholder that are currently in place and that such pledges (and any replacements thereof or substitutions therefor) do not and will not violate the terms hereof. SECTION 2. VOTING (a) During the Term, the Equity Office Securityholder shall cast or cause to be cast all votes attributable to the Equity Office Common Shares, at any annual or special meeting of shareholders of Equity Office, including any adjournments or postponements thereof, or in connection with any written consent or other vote of Equity Office shareholders, (i) in favor of adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement (including any amendments or modifications of the terms of the Merger Agreement approved by the board of trustees of Equity Office that would not materially adversely affect the Equity Office Securityholder in its capacity as beneficial owner of Equity Office Common Stock or EOP OP Units) and (ii) against approval or adoption of any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) made or taken in opposition to or in competition with the Merger. (b) During the Term, the Equity Office Securityholder shall cast or cause to be cast all votes attributable to the EOP OP Units at any meeting of the partners of EOP Partnership at which, and in connection with any written consent or other vote with respect to which, the Equity Office Securityholder is entitled to vote, (i) in favor of adoption of the Merger Agreement and approval of the Merger, the Partnership Merger and the other transactions contemplated by the Merger Agreement (including any amendments or modifications of the terms of the Merger Agreement approved by the board of trustees of Equity Office that would not materially adversely affect the Equity Office Securityholder in its capacity as beneficial owner of Equity Office Common Stock or EOP OP Units) and (ii) against approval or adoption of any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) made or taken in opposition to or in competition with the Merger or the Partnership Merger. (c) The Equity Office Securityholder will retain the right to vote its Equity Office Common Shares and EOP OP Units, in its sole discretion, on all matters other than those described in paragraphs (a) or (b) of this Section 2, and the Equity Office Securityholder may grant proxies and enter into voting agreements or voting trusts for its Equity Office Common Shares and EOP OP Units in respect of such other matters. - 2 - 3 SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE EQUITY OFFICE SECURITYHOLDER The Equity Office Securityholder represents and warrants to Cornerstone and Cornerstone Partnership as follows: (a) The Equity Office Securityholder has the legal capacity, power, authority and right (contractual or otherwise) to execute and deliver this Agreement and to perform its obligations hereunder. (b) This Agreement has been duly executed and delivered by the Equity Office Securityholder and constitutes a valid and binding obligation of the Equity Office Securityholder enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors' rights and general principles of equity. (c) The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not conflict with or violate any court order, judgment or decree applicable to the Equity Office Securityholder, or conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under any contract or agreement to which the Equity Office Securityholder is a party or by which the Equity Office Securityholder is bound or affected, which conflict, violation, breach or default would materially and adversely affect the Equity Office Securityholder's ability to perform any of its obligations under this Agreement. (d) Subject to any required filings under the Securities Exchange Act of 1934 (the " '34 Act"), the Equity Office Securityholder is not required to give any notice or make any report or other filing with any governmental authority in connection with the execution or delivery of this Agreement or the performance of the Equity Office Securityholder's obligations hereunder and no waiver, consent, approval or authorization of any governmental or regulatory authority or any other person or entity is required to be obtained by the Equity Office Securityholder for the performance of the Equity Office Securityholder's obligations hereunder, other than where the failure to make such filings, give such notices or obtain such waivers, consents, approvals or authorizations would not materially and adversely affect the Equity Office Securityholder's ability to perform this Agreement. (e) Equity Office Common Shares and EOP OP Units set forth opposite the name of the Equity Office Securityholder on Schedule 1 hereto are the only Equity Office Common Shares and EOP OP Units owned beneficially or of record by the Equity Office Securityholder or over which it exercises voting control. SECTION 4. FURTHER ASSURANCES During the Term, the Equity Office Securityholder shall make such filings as may be required under the '34 Act and, upon the request of Cornerstone, execute and deliver such documents and take such actions as Cornerstone may reasonably deem necessary to effectuate the purposes of this Agreement. SECTION 5. DESCRIPTIVE HEADINGS The descriptive headings herein are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. - 3 - 4 SECTION 6. COUNTERPARTS This Agreement may be executed in counterparts, each of which when so executed and delivered shall be an original, but all of such counterparts shall together constitute one and the same instrument. SECTION 7. ENTIRE AGREEMENT; ASSIGNMENT This Agreement (i) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise. SECTION 8. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without regard to the principles of conflicts of laws thereof. (b) The Equity Office Securityholder hereby submits and consents to non-exclusive personal jurisdiction in any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in a federal court located in the State of Maryland or in a Maryland state court. Any process, summons, notice or document delivered by mail to the address set forth on Schedule 1 hereto shall be effective service of process for any action, suit or proceeding in any Maryland state court or any federal court located in the State of Maryland with respect to any matters to which the Equity Office Securityholder has submitted to jurisdiction in this Section 8. The Equity Office Securityholder irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any Maryland state court or any federal court located in the State of Maryland, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. THE EQUITY OFFICE SECURITYHOLDER IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT. SECTION 9. SPECIFIC PERFORMANCE The parties hereto agree that if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity. SECTION 10. PARTIES IN INTEREST This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. - 4 - 5 SECTION 11. AMENDMENT; WAIVERS This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by each of the parties hereto. No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence thereto. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver shall be valid against any party hereto, unless made in writing and signed by the party against whom enforcement of such waiver is sought, and then only to the extent expressly specified therein. SECTION 12. CAPACITY OF EQUITY OFFICE SECURITYHOLDER The Equity Office Securityholder has executed this Agreement solely in his capacity as a securityholder of Equity Office or EOP Partnership and not in his capacity as an officer, director, employee or manager of Equity Office or EOP Partnership. Without limiting the foregoing, nothing in this Agreement shall limit or affect any actions taken by the Equity Office Securityholder in his capacity as an officer, director, employee or manager of Equity Office or EOP Partnership in connection with the exercise of Equity Office's or EOP Partnership's rights under the Merger Agreement. SECTION 13. TERMINATION This Agreement shall terminate immediately upon the earlier of (i) 30 days after the date on which the Merger Agreement is terminated in accordance with its terms or (ii) the consummation of the Merger. None of the representations, warranties, covenants or agreements in this Agreement shall survive the termination of this Agreement; provided, however, that nothing contained herein shall release the Equity Office Securityholder from any liability arising from any breach of any of its representations, warranties, covenants or agreements in this Agreement. - 5 - 6 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement, or have caused this Agreement to be duly executed and delivered in their names and on their behalf, as of the date first written above. CORNERSTONE PROPERTIES INC. By: /s/ ------------------------------- Name: Title: CORNERSTONE PROPERTIES LIMITED PARTNERSHIP By: Cornerstone Properties Inc., its general partner By: /s/ --------------------------- Name: Title: /s/ Samuel Zell ---------------------------------- Samuel Zell EGI Holdings, Inc. By: /s/ Donald J. Liebentritt ------------------------------ Name: Donald J. Liebentritt Title: Vice President - 6 - 7 Samstock/ZFT L.L.C. By: /s/ Donald J. Liebentritt ------------------------------ Name: Donald J. Liebentritt Title: Vice President Samstock/Alpha L.L.C. By: /s/ Donald J. Liebentritt ------------------------------ Name: Donald J. Liebentritt Title: Vice President Samstock/SZRT L.L.C. By: /s/ Donald J. Liebentritt ------------------------------ Name: Donald J. Liebentritt Title: Vice President Samstock/ZGP L.L.C. By: /s/ Donald J. Liebentritt ------------------------------ Name: Donald J. Liebentritt Title: Vice President - 7 - 8 Schedule 1 NAME OF RECORD AND # OF SHARES OF EQUITY # OF EOP TERMS OF BENEFICIAL OWNER OFFICE COMMON STOCK OP UNITS PLEDGEE(1) PLEDGE - ------------------------------------------------------------------------------------------------------- Sam Zell 8,175 0 - ------------------------------------------------------------------------------------------------------- EGI Holdings, Inc. 12,834 1,919,706 Samstock/Alpha, L.L.C. 258,178 1,990,579 Samstock/ZFT L.L.C. 1,239,472 6,010,399 Samstock/SZRT L.L.C. 27,348 1,775,065 Samstock/ZGPI, L.L.C. 0 5,321
Any process, summons, notice or document delivered by mail pursuant to Section 8 hereof to the beneficial or record holder set forth on this Schedule 1, should be delivered to: With a copy to: -------------- Equity Office Securityholder Hogan & Hartson L.L.P. c/o Equity Group Investments, L.L.C. 555 Thirteenth Street, N.W. Two North Riverside Plaza Washington, D.C. 20004-1109 Chicago, IL 60606 Attention: J. Warren Gorrell, Jr. Attention: Donald J. Liebentritt George P. Barsness Tel: (312) 466-3651 Tel: (202) 637-5600 Fax: (312) 575-7024 Fax: (202) 637-5910 - -------- (1) Disclose all of Mr. Zell's pledge and terms of pledge information in columns 4 and 5. - 8 - -----END PRIVACY-ENHANCED MESSAGE-----