AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 1998 REGISTRATION STATEMENT NO. 333-41449 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 4 TO FORM S-11 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES --------------- BOSTON PROPERTIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS GOVERNING INSTRUMENTS) 8 ARLINGTON STREET BOSTON, MASSACHUSETTS 02116 (617) 859-2600 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) --------------- MORTIMER B. ZUCKERMAN, CHAIRMAN EDWARD H. LINDE, PRESIDENT AND CHIEF EXECUTIVE OFFICER BOSTON PROPERTIES, INC. 8 ARLINGTON STREET BOSTON, MASSACHUSETTS 02116 (617) 859-2600 (NAME AND ADDRESS OF AGENT FOR SERVICE) --------------- COPIES TO: GILBERT G. MENNA, P.C. WALLACE L. SCHWARTZ, ESQ. EDWARD M. SCHULMAN, ESQ. SUSAN J. SUTHERLAND, ESQ. GOODWIN, PROCTER & HOAR LLP SKADDEN, ARPS, SLATE, 599 LEXINGTON AVENUE MEAGHER & FLOM LLP NEW YORK, NEW YORK 10022 919 THIRD AVENUE (212) 813-8800 NEW YORK, NEW YORK 10022 (212) 735-3000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. --------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (1) Includes up to 3,000,000 shares of Common Stock which the underwriters have the option to purchase solely to cover overallotments, if any. (2) The proposed maximum offering prices per share were reported in previous filings. (3) This is the sum of the proposed maximum aggregate offering prices made in the original filing and amendments thereto. (4) The registration fee for 16,100,000 of the shares registered hereby ($156,140) was paid in connection with the initial filing of the registration statement on December 3, 1997; the fee for 1,150,000 of such shares ($11,312) was paid in connection with the filing of Amendment No. 2 to the registration statement on January 2, 1998; and the fee for 5,750,000 of such shares ($57,567) was paid in connection with the filing of Amendment No. 3 to the registration statement on January 23, 1998. No additional amounts are being registered pursuant to this Amendment No.4. --------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF SECURITIES TO BE BEING OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE - ----------------------------------------------------------------------------------------- Common Stock, $.01 par value per share...... 23,000,000 shares(1) (2) $762,773,725(3) $0(4) EXPLANATORY NOTE This Amendment No. 4 is being filed for the purpose of reflecting the proposed maximum aggregate offering price of the offering with respect to all shares registered pursuant to previous filings of this Registration Statement. SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, BOSTON PROPERTIES, INC. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-11 AND HAS DULY CAUSED THIS AMENDMENT NO. 4 TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BOSTON, THE COMMONWEALTH OF MASSACHUSETTS, ON THIS 26TH DAY OF JANUARY, 1998. Boston Properties, Inc. /s/ Edward H. Linde By: __________________________________ NAME: EDWARD H. LINDE TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED. SIGNATURE TITLE DATE * Chairman of the January 26, 1998 - ------------------------------------ Board of Directors MORTIMER B. ZUCKERMAN /s/ Edward H. Linde President and Chief January 26, 1998 - ------------------------------------ Executive Officer, EDWARD H. LINDE Director (Principal Executive Officer) /s/ David G. Gaw Chief Financial January 26, 1998 - ------------------------------------ Officer (Principal DAVID G. GAW Financial Officer and Principal Accounting Officer) * Director January 26, 1998 - ------------------------------------ ALAN J. PATRICOF * Director January 26, 1998 - ------------------------------------ IVAN G. SEIDENBERG * Director January 26, 1998 - ------------------------------------ MARTIN TURCHIN */s/ Edward H. Linde - ------------------------------------ EDWARD H. LINDE, AS ATTORNEY-IN- FACT II-6