UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
BOSTON PROPERTIES, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
101121101
---------
(CUSIP Number)
October 31, 2002
----------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
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).
------------------- ------------------
CUSIP No. 101121101 13G Page 2 of 13 Pages
------------------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Rockefeller
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
4,196,551
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,462,628
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,196,551
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,462,628
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,659,179 (FN 1)
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.61%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
------------------- ------------------
CUSIP No. 101121101 13G Page 3 of 13 Pages
------------------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rockmark Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 655,991 (FN 2)
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
655,991 (FN 2)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,991 (FN 2)
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.65%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
------------------- ------------------
CUSIP No. 101121101 13G Page 4 of 13 Pages
------------------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fedmark Corporation
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,308 (FN 3)
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
5,308 (FN 3)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,308 (FN 3)
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.005%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
C0
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
------------------- ------------------
CUSIP No. 101121101 13G Page 5 of 13 Pages
------------------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ECW Investor Associates, a California limited partnership
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
-------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 57,856 (FN 4)
OWNED BY -------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
57,856 (FN 4)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,856 (FN 4)
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.057%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
------------------- ------------------
CUSIP No. 101121101 13G Page 6 of 13 Pages
------------------- ------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DR & Descendants LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 743,473 (FN 5)
OWNED BY ------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
743,473 (FN 5)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,473 (FN 5)
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.74%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
Item 1(a) Name of Issuer:
---------------
Boston Properties, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
111 Huntington Avenue
Boston, MA 02199
(617) 236-3300
Items 2(a) Name of Person Filing, Address of Principal Business Office:
and 2(b) ------------------------------------------------------------
This statement is being filed by and on behalf of (i) David
Rockefeller, (ii) Rockmark Corporation, a Delaware
corporation, (iii) Fedmark Corporation, a Delaware
corporation, (iv) ECW Investor Associates, a California
limited partnership and (v) DR & Descendants LLC, a Delaware
limited liability company (collectively, the "Reporting
Persons"). David Rockefeller ("DR") is the (A) managing
member of DR & Descendants LLC, a Delaware limited
partnership ("DRDP") (B) majority stockholder of Rockmark
Corporation, a Delaware corporation ("Rockmark") and (C)
majority stockholder of Fedmark Corporation, a Delaware
corporation ("Fedmark") and may be deemed to control each of
DRDP, Rockmark and Fedmark. DRDP and Rockmark are two of the
three general partners of ECW Associates, a California
limited partnership ("ECWA") and through his interests in
DRDP and Rockmark, DR may be deemed to control DRDP's and
Rockmark's partnership interests in ECWA. Each of the
Reporting Persons has its principal place of business at 30
Rockefeller Plaza, Room 5600, New York, NY 10112.
Item 2(c) Citizenship:
------------
(i) David Rockefeller is a United States citizen
(ii) Rockmark is a Delaware corporation
(iii) Fedmark is a Delaware corporation
(iv) ECWA is a California limited partnership
(v) DRDP is a Delaware limited liability company
Item 2(d) Title of Class of Securities:
-----------------------------
Common Stock, par value $.01 per share
Item 2(e) CUSIP Number:
-------------
101121101
Item 3 Not Applicable
Item 4. Ownership:
----------
David Rockefeller
-----------------
(a) Amount Beneficially Owned:
--------------------------
5,659,179 Preferred Units
(b) Percent of Class:
-----------------
5.61%
(c) Number of shares as to which such person has:
---------------------------------------------
(i) Sole power to vote or to direct the vote: 4,196,551
(ii) Shared power to vote or to direct the vote: 1,462,628
(iii) Sole power to dispose or to direct the disposition of:
4,196,551
(iv) Shared power to dispose or to direct the disposition
of: 1,462,628
Rockmark Corporation
--------------------
(a) Amount Beneficially Owned:
--------------------------
655,991 Preferred Units
(b) Percent of Class:
-----------------
0.65%
(c) Number of shares as to which such person has:
---------------------------------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 655,991
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition
of: 655,991
Fedmark Corporation
-------------------
(a) Amount Beneficially Owned:
--------------------------
5,308 Preferred Units
(b) Percent of Class:
-----------------
0.005%
(c) Number of shares as to which such person has:
---------------------------------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 5,308
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition
of: 5,308
ECW Investor Associates, a California limited partnership
---------------------------------------------------------
(a) Amount Beneficially Owned:
--------------------------
57,856 Preferred Units
(b) Percent of Class:
-----------------
0.057%
(c) Number of shares as to which such person has:
---------------------------------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 57,856
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition
of: 57,856
DR & Descendants, LLC
---------------------
(a) Amount Beneficially Owned:
--------------------------
743,473 Preferred Units
(b) Percent of Class:
-----------------
0.74%
(c) Number of shares as to which such person has:
---------------------------------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 743,473
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition
of: 743,473
Item 5 Ownership of Five Percent or Less of a Class:
---------------------------------------------
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
--------------------------------------------------------
Person:
-------
(i) The shareholders of Rockmark have a right to
participate in the receipt of dividends from, or
proceeds from the sale of, securities, including
shares of Common Stock, held for the account of
Rockmark, in accordance with their share ownership in
Rockmark.
(ii) The shareholders of Fedmark have a right to
participate in the receipt of dividends from, or
proceeds from the sale of, securities, including
shares of Common Stock, held for the account of
Fedmark, in accordance with their share ownership in
Fedmark.
(iii) The limited partners of ECWA have a right to
participate in the receipt of dividends from, or
proceeds from the sale of, securities, including
shares of Common Stock, held for the account of ECWA,
in accordance with their partnership interests in
ECWA.
(iv) The members of DRDP have a right to participate in the
receipt of dividends from, or proceeds from the sale
of, securities, including shares of Common Stock, held
for the account of DRDP, in accordance with their
membership interests in DRDP.
Item 7 Identification and Classification of the
----------------------------------------
Subsidiary Which Acquired the Security Being
--------------------------------------------
Reported on By the Parent Holding Company:
------------------------------------------
Not Applicable
Item 8 Identification and Classification of Members of the Group:
----------------------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group:
-------------------------------
Not Applicable
Item 10 Certification:
--------------
By signing below the signatory certifies that, to the
best of his knowledge and belief, the securities
referred to above were not acquired and are not held
for the purpose of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
--------------------------------------------------------------------------------
(FN1) Includes 4,312,294.76 Series Two Preferred Units (the "Series Two
Preferred Units") of limited partnership interest in Boston Properties Limited
Partnership, a Delaware limited partnership (the "Operating Partnership"), of
which Boston Properties, Inc. is the general partner. Under the rules issued by
the Securities and Exchange Commission regarding beneficial ownership of
securities, beneficial ownership of Common Stock includes (i) any shares as to
which the individual or entity has sole or shared voting power or investment
power and (ii) any shares which could be purchased by the exercise of options at
or within 60 days of December 31, 2002. The $50.00 liquidation preference of
each Series Two Preferred Unit will be convertible, at the holder's option, into
common units of limited partnership interest ("Common Units") in the Operating
Partnership at a conversion price of $38.10. These Common Units may then be
tendered for cash equal to the equivalent number of shares of the issuer's
Common Stock. In lieu of delivering cash, however, the issuer may, at its option
choose to acquire any units so tendered by issuing common stock. The Reporting
Persons have opted to include in this report his or its beneficial ownership of
the Series Two Preferred Units even though ownership of such units does not
constitute beneficial ownership of Common Stock under Rule 13d-3 because,
pursuant to section 8.6 of the Operating Partnership's limited partnership
agreement, the holder common units does not have the right to require the issue
to exchange the common units for shares of Common Stock.
(FN2) Includes 499,865.26 Series Two Preferred Units (the "Series Two
Preferred Units") of limited partnership interest in Boston Properties Limited
Partnership, a Delaware limited partnership (the "Operating Partnership"), of
which Boston Properties, Inc. is the general partner. Under the rules issued by
the Securities and Exchange Commission regarding beneficial ownership of
securities, beneficial ownership of Common Stock includes (i) any shares as to
which the individual or entity has sole or shared voting power or investment
power and (ii) any shares which could be purchased by the exercise of options at
or within 60 days of December 31, 2002. The $50.00 liquidation preference of
each Series Two Preferred Unit will be convertible, at the holder's option, into
common units of limited partnership interest ("Common Units") in the Operating
Partnership at a conversion price of $38.10. These Common Units may then be
tendered for cash equal to the equivalent number of shares of the issuer's
Common Stock. In lieu of delivering cash, however, the issuer may, at its option
choose to acquire any units so tendered by issuing common stock. The Reporting
Persons have opted to include in this report his or its beneficial ownership of
the Series Two Preferred Units even though ownership of such units does not
constitute beneficial ownership of Common Stock under Rule 13d-3 because,
pursuant to section 8.6 of the Operating Partnership's limited partnership
agreement, the holder common units does not have the right to require the issue
to exchange the common units for shares of Common Stock.
(FN3) Includes 4,045.23 Series Two Preferred Units (the "Series Two
Preferred Units") of limited partnership interest in Boston Properties Limited
Partnership, a Delaware limited partnership (the "Operating Partnership"), of
which Boston Properties, Inc. is the general partner. Under the rules issued by
the Securities and Exchange Commission regarding beneficial ownership of
securities, beneficial ownership of Common Stock includes (i) any shares as to
which the individual or entity has sole or shared voting power or investment
power and (ii) any shares which could be purchased by the exercise of options at
or within 60 days of December 31, 2002. The $50.00 liquidation preference of
each Series Two Preferred Unit will be convertible, at the holder's option, into
common units of limited partnership interest ("Common Units") in the Operating
Partnership at a conversion price of $38.10. These Common Units may then be
tendered for cash
equal to the equivalent number of shares of the issuer's Common Stock. In lieu
of delivering cash, however, the issuer may, at its option choose to acquire any
units so tendered by issuing common stock. The Reporting Persons have opted to
include in this report his or its beneficial ownership of the Series Two
Preferred Units even though ownership of such units does not constitute
beneficial ownership of Common Stock under Rule 13d-3 because, pursuant to
section 8.6 of the Operating Partnership's limited partnership agreement, the
holder common units does not have the right to require the issue to exchange the
common units for shares of Common Stock.
(FN4) Includes 44,086.32 Series Two Preferred Units (the "Series Two
Preferred Units") of limited partnership interest in Boston Properties Limited
Partnership, a Delaware limited partnership (the "Operating Partnership"), of
which Boston Properties, Inc. is the general partner. Under the rules issued by
the Securities and Exchange Commission regarding beneficial ownership of
securities, beneficial ownership of Common Stock includes (i) any shares as to
which the individual or entity has sole or shared voting power or investment
power and (ii) any shares which could be purchased by the exercise of options at
or within 60 days of December 31, 2002. The $50.00 liquidation preference of
each Series Two Preferred Unit will be convertible, at the holder's option, into
common units of limited partnership interest ("Common Units") in the Operating
Partnership at a conversion price of $38.10. These Common Units may then be
tendered for cash equal to the equivalent number of shares of the issuer's
Common Stock. In lieu of delivering cash, however, the issuer may, at its option
choose to acquire any units so tendered by issuing common stock. The Reporting
Persons have opted to include in this report his or its beneficial ownership of
the Series Two Preferred Units even though ownership of such units does not
constitute beneficial ownership of Common Stock under Rule 13d-3 because,
pursuant to section 8.6 of the Operating Partnership's limited partnership
agreement, the holder common units does not have the right to require the issue
to exchange the common units for shares of Common Stock.
(FN5) Includes 566,526.46 Series Two Preferred Units (the "Series Two
Preferred Units") of limited partnership interest in Boston Properties Limited
Partnership, a Delaware limited partnership (the "Operating Partnership"), of
which Boston Properties, Inc. is the general partner. Under the rules issued by
the Securities and Exchange Commission regarding beneficial ownership of
securities, beneficial ownership of Common Stock includes (i) any shares as to
which the individual or entity has sole or shared voting power or investment
power and (ii) any shares which could be purchased by the exercise of options at
or within 60 days of December 31, 2002. The $50.00 liquidation preference of
each Series Two Preferred Unit will be convertible, at the holder's option, into
common units of limited partnership interest ("Common Units") in the Operating
Partnership at a conversion price of $38.10. These Common Units may then be
tendered for cash equal to the equivalent number of shares of the issuer's
Common Stock. In lieu of delivering cash, however, the issuer may, at its option
choose to acquire any units so tendered by issuing common stock. The Reporting
Persons have opted to include in this report his or its beneficial ownership of
the Series Two Preferred Units even though ownership of such units does not
constitute beneficial ownership of Common Stock under Rule 13d-3 because,
pursuant to section 8.6 of the Operating Partnership's limited partnership
agreement, the holder common units does not have the right to require the issue
to exchange the common units for shares of Common Stock.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 8, 2002
By: /s/ David Rockefeller
------------------------------
David Rockefeller
ROCKMARK CORPORATION
By: /s/ Richard E. Salomon
------------------------------
Name: Richard E. Salomon
Title: President
FEDMARK CORPORATION
By: /s/ Richard E. Salomon
------------------------------
Name: Richard E. Salomon
Title: President
ECW INVESTOR ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
By: ROCKMARK CORPORATION
its General Partner
By: /s/ Richard E. Salomon
------------------------------
Name: Richard E. Salomon
Title: President
DR & DESCENDANTS, LLC
By: /s/ David Rockefeller
------------------------------
Name: David Rockefeller
Title: Managing Member
AGREEMENT OF FILING OF SCHEDULE 13G
The undersigned acknowledge and agree that the foregoing statement on Schedule
13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of
the undersigned without the necessity of additional joint filing statements. The
undersigned acknowledge that each shall be responsible for the timely filing of
such amendments, and for the completeness and accuracy of the information
concerning the others, except to the extent that it knows or has reason to
believe that such information is inaccurate. This Agreement may be executed in
any number of counterparts and all such counterparts taken together shall
constitute one and the same instrument.
Dated: November 8, 2002
ROCKMARK CORPORATION
By: /s/ Richard E. Salomon
------------------------------
Name: Richard E. Salomon
Title: President
FEDMARK CORPORATION
By: /s/ Richard E. Salomon
------------------------------
Name: Richard E. Salomon
Title: President
ECW INVESTOR ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP
By: ROCKMARK CORPORATION
its General Partner
By: /s/ Richard E. Salomon
------------------------------
Name: Richard E. Salomon
Title: President
DR & DESCENDANTS, LLC
By: /s/ David Rockefeller
------------------------------
Name: David Rockefeller
Title: Managing Member