Filed On 1/24/0 ˇ SEC File 5-51791 ˇ Accession Number 950131-0-376
As Of Filer Filing On/For/As Docs:Pgs Issuer Agent
1/24/00 Zell Samuel SC 13D 3:42 Equity Office Properties Trust 950131
Egi Holdings/Inc
Egil Investments/Inc
RSB Properties Trust
Samstock/Alpha/L/L/C
Samstock/Szrt/L/L/C
Samstock/ZFT/L/L/C
Samstock/Zgpi/L/L/C
Samuel Zell
Zell Samuel
Zft Partnership
General Statement of Beneficial Ownership ˇ Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 19 94K
2: EX-1 Joint Filing Agreement 1 8K
3: EX-2 Stockholders Agreement 22 86K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____ )*
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)
October 1, 1999 and January 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 [ ].
CUSIP No. 294741103 SCHEDULE 13D Page 2 of 18
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samstock/SZRT, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,803,116 (1)
NUMBER OF
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 0
PERSON WITH ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,803,116 (1)
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,803,116 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.71%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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.
CUSIP No. 294741103 SCHEDULE 13D Page 3 of 18
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samuel Zell
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
818,173(1)
NUMBER OF
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 0
PERSON WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
818,173(1)
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
818,173(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.32%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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.
CUSIP No. 294741103 SCHEDULE 13D Page 4 of 18
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samstock/Alpha, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,248,757 (1)
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 0
PERSON WITH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,248,757 (1)
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,248,757 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.89%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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.
CUSIP No. 294741103 SCHEDULE 13D Page 5 of 18
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZFT Partnership
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
6
NUMBER OF
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 0
PERSON WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
6
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6
--------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.0000023%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
CUSIP No. 294741103 SCHEDULE 13D Page 6 of 18
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EGI Holdings, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,932,540 (1)
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 0
PERSON WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,932,540 (1)
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,932,540 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.76%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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 Investments, Inc. (other
then the Zell Trusts). See Items 5 and 6.
CUSIP No. 294741103 SCHEDULE 13D Page 7 of 18
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EGIL Investments, Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,932,584 (1)
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 0
PERSON WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,932,584 (1)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,932,584 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.76%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
C0
--------------------------------------------------------------------------------
(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 Investments, Inc.
(other then the Lurie Trusts). See Items 5 and 6.
CUSIP No. 294741103 SCHEDULE 13D Page 8 of 18
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samstock/ZFT, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
7,249,865 (1)
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 0
PERSON WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
7,249,865 (1)
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,249,865 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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.
CUSIP No. 294741103 SCHEDULE 13D Page 9 of 18
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Samstock/ZGPI, L.L.C.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,321 (1)
NUMBER OF
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 0
PERSON WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,321 (1)
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,321 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.002%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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.
CUSIP No. 294741103 SCHEDULE 13D Page 10 of 18
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RSB Properties Trust
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
12,314 (1)
NUMBER OF
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 0
PERSON WITH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
12,314 (1)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,314 (1)
--------------------------------------------------------------------------------
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.005%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
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.
CUSIP No. 294741103 SCHEDULE 13D Page 11 of 18
Item 1: Security and Issuer
-------------------
This Schedule 13D relates to the common shares of beneficial interest,
par value $.01 per share (the "Common Shares"), of Equity Office
Properties Trust, a real estate investment trust formed under the laws
of Maryland (the "Issuer"). Issuer's principal executive offices are
located at Two North Riverside Plaza, Suite 2200, Chicago, Illinois
60606.
Item 2: Identity and Background
-----------------------
(a - c) and (f). This Schedule 13D is being filed by each of the
following entities or persons (each, a "Reporting Person"):
(i) Samstock/SZRT, L.L.C., a Delaware limited liability company. The
sole member of Samstock/SZRT, L.L.C. is Samuel Zell, not individually
but solely as trustee of the Samuel Zell Revocable Trust dated January
17, 1990.
(ii) Samstock/Alpha, L.L.C., a Delaware limited liability company.
The sole member of Samstock/Alpha, L.L.C. is Alphabet Partners, an
Illinois general partnership whose partners are various trusts formed
for the benefit of Samuel Zell and members of his family. The sole
trustee of each of such trusts is the Chai Trust Company, L.L.C., an
Illinois limited liability company and a regulated trust company
("Chai"). The members of the Board of Directors of Chai are Matthew
Zell, Kellie Zell, JoAnn Zell, Sheli Z. Rosenberg, Donald J.
Liebentritt, Leah Zell Wanger and Bert Cohen. The executive officers
of Chai are as follows:
Sheli Z. Rosenberg - President and Chief Executive Officer
Donald J. Liebentritt - Vice President
Robert M. Levin - Senior Trust Officer
John Zoeller - Vice President, Chief Financial Officer, Assistant
Trust Officer and Treasurer
(iii) Samstock/ZFT, L.L.C., a Delaware limited liability company whose
sole member is ZFT Partnership. ZFT Partnership is an Illinois general
partnership whose partners are various trusts formed for the benefit
of Samuel Zell and members of his family. The sole trustee of such
trusts is Chai.
(iv) Samstock/ZGPI, L.L.C., a Delaware limited liability company whose
sole member is Zell General Partnership, Inc., an Illinois
corporation. The sole stockholder of Zell General Partnership, Inc. is
the Sam Investment Trust, an Illinois trust of which Chai is the sole
trustee. Samuel Zell is the sole director of Zell General Partnership,
Inc. and the executive officers of Zell General Partnership, Inc. are
as follows:
Samuel Zell - President
Rod F. Dammeyer - Vice President
Donald J. Liebentritt - Vice President
Sheli Z. Rosenberg - Vice President
None of Samstock/SZRT, L.L.C., Samstock/Alpha, L.L.C., Samstock/ZFT,
L.L.C. or Samstock/ZGPI, L.L.C. has a Board of Directors (or the
equivalent), and the executive officers of each of such entities are
as follows:
Samuel Zell - President
Rod F. Dammeyer - Vice President
Donald J. Liebentritt - Vice President
Sheli Z. Rosenberg - Vice President
Greg Stegeman - Treasurer
(v) ZFT Partnership, an Illinois general partnership whose partners
are various trusts formed for the benefit of Samuel Zell and members
of his family. The sole trustee of such trusts is Chai.
CUSIP No. 294741103 SCHEDULE 13D Page 12 of 18
(vi) EGI Holdings, Inc., an Illinois corporation ("Holdings"). The
directors of Holdings are Samuel Zell and Sheli Z. Rosenberg. The
executive officers of Holdings are as follows:
Samuel Zell - President
Rod F. Dammeyer - Vice President
Donald J. Liebentritt - Vice President
Sheli Z. Rosenberg - Vice President
Greg Stegeman - Treasurer
The sole stockholder of Holdings is Equity Group Investments, Inc., an
Illinois corporation and a private investment company ("EGI").
Approximately 50% of the capital stock of EGI is owned by various
trusts formed for the benefit of Samuel Zell and members of his family
(the "Zell Trusts") and approximately 50% of the capital stock of EGI
is owned by various trusts formed for the benefit of Ann Lurie and
members of her family (the "Lurie Trusts"). Chai is the sole trustee
of each of the Zell Trusts. The trustees of each of the Lurie Trusts
are either Ann Lurie, as sole trustee, or Ann Lurie and Mark Slezak,
as co-trustees.
The directors of EGI are Sheli Z. Rosenberg and Mark Slezak. The
executive officers of EGI are as follows:
Sheli Z. Rosenberg - President
Mark Slezak - Vice President, Treasurer
Donald J. Liebentritt - Vice President
John Zoeller - Vice President
Susan Obuchowski - Vice President, Secretary
(vii) EGIL Investments, Inc., an Illinois corporation and a wholly-
owned subsidiary of EGI ("EGIL"). The directors of EGIL are Ann Lurie
and Mark Slezak, and its executive officers are Ann Lurie, President,
and Mark Slezak, Vice President. The directors and executive officers
of EGI are set forth above.
(viii) RSB Properties Trust, an Illinois irrevocable trust of which
Samuel Zell is the sole trustee. Mr. Zell is not a beneficiary of the
trust.
(ix) Samuel Zell, who is a resident of the State of Illinois.
The principal business of each Reporting Person (other than Mr. Zell)
is investments. The principal occupations of the following individuals
are as follows: Samuel Zell is Chairman of the Board of Equity Group
Investments, L.L.C., a Delaware limited liability company and a
private investment company ("Equity Group"). Rod F. Dammeyer is
Managing Director - Corporate Investments of Equity Group. Donald J.
Liebentritt is Chief Operating Officer of Equity Group. Sheli Z.
Rosenberg is President and Chief Executive Officer of Equity Group.
Greg Stegeman is Vice President and Treasurer of Equity Group. Mark
Slezak is Vice President and Chief Financial Officer of Lurie
Investments, Inc., a private investment company. John Zoeller is Vice
President - Taxes of Equity Group. Susan Obuchowski is Vice
President - Corporate Services of Equity Group. Ann Lurie is President
of Lurie Investments, Inc. Robert M. Levin is an attorney. Matthew
Zell is President of Pro-Net Solutions, Inc., a retailer of computer-
related equipment. Kellie Zell currently is not employed. JoAnn Zell
is a physician. Leah Zell is an investment portfolio manager with
Wanger Asset Management. Bert Cohen is a self-employed investment
executive. Each of the foregoing persons is a citizen of the United
States of America.
The principal business address for each Reporting Person and each of
the foregoing persons (except Messrs. Cohen and Levin and Ms. Leah
Zell Wanger) is Two North Riverside Plaza, Chicago, IL 60606. Bert
Cohen's residence is 181 North Carmelina Avenue, Los Angeles,
California 90049. Robert M. Levin's business address is 120 North
LaSalle Street, Suite 3800, Chicago, Illinois 60602. Leah Zell
Wanger's business address is 227 West Monroe Street, Suite 300,
Chicago, Illinois 60603.
(d) and (e). None of the Reporting Persons or, to the best knowledge
of each Reporting Person, none of their respective trustees, directors
or executive officers, as applicable, has, during
CUSIP No. 294741103 SCHEDULE 13D Page 13 of 18
the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was, or
is, subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
On January 19, 2000, Samstock/SZRT, L.L.C. received a distribution of
1,671,760 OP Units from certain of the Lurie Trusts. Each of the ten
Lurie Trusts that made the distribution had received 167,176 OP Units
on January 17, 2000 as a partnership distribution from a partnership
in which such trust is a partner and made a distribution of such
167,176 OP Units to Samstock/SZRT, L.L.C. on January 19, 2000.
On December 13, 1999, Samuel Zell received 588 Common Shares from the
Issuer as trustee fees for his services as a trustee and as the
Chairman of the Board of the Issuer.
On October 1, 1999, EOP Operating Limited Partnership ("EOP
Partnership") acquired certain property located in Palo Alto,
California from the Palo Alto Square Limited Partnership (the "Palo
Alto Partnership"). The Issuer is the sole general partner and is a
limited partner of EOP Partnership. As consideration for such
acquisition, EOP Partnership paid approximately $1.2 million in cash
and issued approximately 1.0 million Operating Partnership Units of
EOP Partnership ("OP Units") to the Palo Alto Partnership and assumed
certain indebtedness of the Palo Alto Partnership. OP Units currently
are redeemable for cash or, at the Issuer's option, exchangeable for
Common Shares, on a one-for-one basis. On October 1, 1999, the Palo
Alto Partnership effected a liquidating distribution to its partners,
on a pro rata basis, of the consideration it had received for the Palo
Alto property. In connection with such liquidating distribution the
following Reporting Persons received the number of OP Units set forth
opposite its name below:
ˇ Download Table
Reporting Person OP Units
---------------- --------
Samstock/Alpha, L.L.C. 161,586
Samstock/ZFT, L.L.C. 161,179
Samstock/SZRT, L.L.C. 14,162
Samstock/ZGPI, L.L.C. 5,321
RSB Properties Trust 12,314
The other Common Shares and OP Units covered by this Schedule 13D were
received by the Reporting Persons as partnership distributions from
various partnerships in which such Reporting Persons held direct or
indirect partnership interests or, in the case of Samstock/SZRT,
L.L.C., as a distribution of 1,671,760 OP Units from certain of the
Lurie Trusts, as described above. In addition, Mr. Zell received
Common Shares as trustee fees for his service as a trustee and as the
Chairman of the Board of the Issuer and as a result of his
participation in the Issuer's employee stock purchase plan.
Item 4. Purpose of the Transaction
--------------------------
Each of the Reporting Persons acquired the Common Shares and the OP
Units covered by this Schedule 13D from time to time for investment
purposes. Consistent with such investment purpose, certain of the
Reporting Persons or their respective directors and executive officers
are involved in the management, operations and financial aspects of
the Issuer's business. Samuel Zell is a trustee and the Chairman of
the Board of the Issuer and Sheli Rosenberg is a trustee of the
Issuer. Depending upon market conditions and other factors that any
Reporting Person may deem material in making his or its investment
decisions, each Reporting Person may purchase additional Common Shares
or OP Units in open market or private transactions, may redeem his or
its OP Units for cash or Common Shares, or may sell all or any portion
of the Common Shares
CUSIP No. 294741103 SCHEDULE 13D Page 14 of 18
or OP Units currently owned or hereafter acquired by such Reporting
Person, either in open market or private transactions.
Except as described above, none of the Reporting Persons currently has
any plans or proposals of the type referred to in clauses (a) through
(j) of Item 4 of Schedule 13D; however, any Reporting Person may, at
any time and from time to time, review or reconsider his or its
position with respect to such plans or proposals.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) and (b). Each Reporting Person beneficially owns the number of
Common Shares and the number of OP Units set forth opposite his or its
name below:
ˇ Download Table
Reporting Person Common Shares (1) OP Units (1) % Owned (1)
---------------- ----------------- ------------ -----------
Samstock/SZRT, L.L.C. 27,348 1,775,768 .71%
Samuel Zell 818,173(2) -- .32%
Samstock/Alpha, L.L.C. 258,178 1,990,579 .89%
ZFT Partnership 6 -- *
EGI Holdings, Inc. (3) 12,834 1,919,706 .76%
Samstock/ZFT, L.L.C. 1,239,466 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 Persons, there
are 251,654,039 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, able 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 owned by
Holdings.
CUSIP No. 294741103 SCHEDULE 13D Page 15 of 18
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:
ˇ Download Table
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 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.
In July 1999, Samstock/SZRT, L.L.C. received certain OP Units as a
distribution from a partnership in which Samstock/SZRT, L.L.C. was an
indirect partner. The distribution consisted of merger consideration
that had been received by the partnership. On December 14, 1999,
Samstock/SZRT, L.L.C. transferred 703 of the OP Units to another
former partner of the partnership as a result of a reallocation of the
partnership distribution.
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 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 Common Shares or OP Units 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 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 equity securities 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
CUSIP No. 294741103 SCHEDULE 13D Page 16 of 18
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 debt
service or payment requirements being identical to the terms of the
third party financing.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
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 equity securities 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 debt service or payment requirements being identical to
the terms of the third party financing.
CUSIP No. 294741103 SCHEDULE 13D Page 17 of 18
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 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
Exhibit 2 -- Stockholders Agreement dated as of December 31, 1999
among the Zell Trusts and the Lurie Trusts
CUSIP No. 294741103 SCHEDULE 13D Page 18 of 18
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: January 21, 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
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
---------- -----------
1 Joint Filing Agreement among the Reporting Persons
2 Stockholders Agreement dated as of December 31, 1999 among
the Zell Trusts and the Lurie Trusts
Dates Referenced Herein and Documents Incorporated By Reference
Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)
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