SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
NOVEMBER 15, 2002
BOSTON PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-13087 04-2473675
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
111 HUNTINGTON AVENUE, SUITE 300
BOSTON, MASSACHUSETTS 02199-7610
(Address of principal executive offices and zip code)
(617) 236-3300
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
The Company is re-issuing in an updated format its historical financial
statements in connection with the adoption of Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144"). During 2002, the Company sold certain
properties and in compliance with SFAS 144 has reported revenue, expenses and
gain on sale from these properties as discontinued operations for each period
presented in its quarterly reports filed since the date of the sale
(including the comparable period of the prior year). Under SEC requirements
for transitional disclosure, the same reclassification as discontinued
operations required by SFAS 144 following the sale of properties is required
for previously issued annual financial statements for each of the three years
shown in the Company's last annual report on Form 10-K, if those financials
are incorporated by reference in subsequent filings with the SEC made under
the Securities Act of 1933, as amended, even though those financial
statements relate to periods prior to the date of the sale. This
reclassification has no effect on the Company's reported net income available
to common shareholders or funds from operations ("FFO"). The Company elected
to re-issue these historical financial statements at this time in preparation
for the issuance of pro-forma financial statements giving effect to the
acquisition of 399 Park Avenue, which the Company is required to file on Form
8-K. This Report on Form 8-K updates Items 6, 7 and 8 of the Company's Form
10-K to reflect those properties sold during 2002 as discontinued operations.
All other items of the Form 10-K remain unchanged. No attempt has been made
to update matters in the Form 10-K except to the extent expressly provided
above.
INDEX TO EXHIBIT 99.1 PAGE NUMBER
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Selected Financial Data 1
Management's Discussion and
Analysis of Financial Condition
and Results of Operations 3
Financial Statements 11
Exhibits
EXHIBIT NO.
23.1 Consent of Independent Accountants
99.1 Revised financial information for the years ended December 31,
2001, 2000 and 1999 for the adoption of SFAS No.144 -
Discontinued Operations
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 15, 2002
BOSTON PROPERTIES, INC.
By: /s/ Douglas T. Linde
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Name: Douglas T. Linde
Title: Chief Financial Officer
3