Filed Pursuant To Rule 424(b)(3)
Registration No. 333-83863
Prospectus Supplement to Prospectus dated August 9, 1999
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Boston Properties, Inc.
815,409 Shares of Common Stock
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Unless the context otherwise requires, all references to "we," "us" or "our
company" in this prospectus supplement refer collectively to Boston Properties,
Inc., a Delaware real estate investment trust, and its subsidiaries, including
Boston Properties Limited Partnership, a Delaware limited partnership, and their
respective predecessor entities for the applicable periods, considered as a
single enterprise.
This prospectus supplement updates the prospectus dated August 9, 1999, as
amended by the prospectus supplement dated July 31, 2001, relating to the offer
for sale of up to an aggregate of 815,409 shares of common stock of Boston
Properties, Inc. by the selling stockholders identified in the prospectus, and
the prospectus supplement, and any of their pledgees, donees, transferees or
other successors in interest. The selling stockholders may only offer the common
stock for sale if they exercise their rights to tender their common units for
cash, and we exercise our right to issue common stock to them instead of cash.
We are providing this prospectus supplement to update the table under the
caption "The Selling Stockholder," in the prospectus dated August 9, 1999, as
amended by the prospectus supplement dated July 31, 2001. Lines ten and twelve,
as referenced in the table contained in such prospectus supplement dated July
31, 2001, are replaced with the following information, which is based upon
information provided to us by the selling stockholders and is accurate to the
best of our knowledge as of July 15, 2002. Unless we indicate otherwise, the
information in this prospectus supplement is as of July 15, 2002.
Common Stock Common Stock
Beneficially Units Beneficially Common Stock and Units to
Owned as of Owned as of Offered be Owned
Name July 15, 2002(1) July 15, 2002(2) Hereby(3) After Offering(4)
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Trust f/b/o Kathleen Meerman 0 52,799 52,799 0
Carr dated March 21, 2000
(1) Does not include common stock that may be issued upon exchange of common
units beneficially held as of July 15, 2002.
(2) All units listed in this column may be exchanged, under circumstances set
forth in the partnership agreement of Boston Properties Limited
Partnership, for an equal number of shares of common stock. All information
is as of July 15, 2002.
(3) These shares of common stock represent the common stock that the selling
stockholders may acquire upon presentation of common units for redemption.
Such redemption may occur at any time after July 9, 1999.
(4) Assumes that all shares of common stock offered by this prospectus will be
sold by the selling stockholders. In the case of each selling stockholder,
the percentage of our common stock that will be held by such selling
stockholder (assuming all remaining units held by such person are presented
for redemption and are exchanged for common stock) after completion of this
offering will be less than one percent (1%). The total number of shares of
common stock outstanding used in calculating such percentage (i) is based
on the total number of shares of common stock outstanding as of July 15,
2002 (95,285,495 shares) and (ii) assumes that none of the remaining units
held by other persons are exchanged for common stock.
This prospectus supplement is not complete without the prospectus dated
August 9, 1999, and the prospectus supplement dated July 31, 2001, and we have
not authorized anyone to deliver or use this prospectus supplement without the
prospectus, as amended.
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The date of this prospectus supplement is August 16, 2002.
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