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) April 4, 2001 BEACON CAPITAL PARTNERS, INC. ----------------------------- (Exact Name of Registrant as Specified in Charter) Maryland 000-24905 04-3403281 ------------------------ ------------------- ----------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) One Federal Street, 26th Floor, Boston, Massachusetts, 02110 ------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (617) 457-0400 -------------- ITEM 5. OTHER EVENTS On April 4, 2001, Beacon Capital Partners, Inc. (the "Company") issued a press release announcing that the stockholders of the Company, at a Special Meeting held on April 4, 2001, voted to approve a proposal authorizing the Company to enter into a transaction or series of transactions which may result in the Company selling, transferring or exchanging all or substantially all of its assets. At the Special Meeting, the stockholders of the Company did not adopt a proposal to amend the Company's charter to eliminate stockholders' appraisal rights. The following chart summarizes the vote at the Special Meeting. FOR AGAINST ASSET SALE PLAN 15,217,828 2,129,083 CHARTER AMENDMENT 12,860,835 4,486,076 Two-thirds of the shares entitled to be cast, or 14,487,259 shares, were necessary to approve each of these proposals. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit 99.1 - Press Release of Beacon Capital Partners, Inc., dated April 4, 2001 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 thereunto duly authorized. BEACON CAPITAL PARTNERS, INC. Date: April 5, 2001 By: /s/ Randy J. Parker ---------------------------------- Randy J. Parker Senior Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION Exhibit 99.1 Press Release of Beacon Capital Partners, Inc., dated April 4, 2001