SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

~~_____________~~Washington, D.C. 20549

____________

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the~~ ~~Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~report~~Section 13 or 15(~~Date~~d) of ~~earliest event reported):~~the ~~March 9, 2001(February 22, 2001)~~

~~SPIEKER~~Securities ~~PROPERTIES,~~Exchange ~~L.P. (Exact~~Act ~~Name~~ of ~~Registrant as Specified in Charter)~~1934

California	33-98372-01	94-3188774
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation or Organization)	File Number)	Identification No.)

_____________________

2180 Sand Hill Road, Menlo Park, CA		94025
(Address of Principal Executive Offices)		(Zip Code)

Date of Report (Date of earliest
event reported)
June 4, 2001

~~(650) 854-5600~~SPIEKER PROPERTIES, L.P. ______________________________________________________ (~~Registrant’s~~Exact ~~telephone~~name ~~number,~~of ~~including~~registrant ~~area~~as ~~code~~specified in its charter)

Not Applicable (Former Name or Former Address, if Changed Since Last Report)


California	33-98372-01	94-3188774

(State of organization)	(Commission File Number)	(IRS Employer Identification No.)

Item 5. Other Events.


2180 Sand Hill Road, Menlo Park, California			94025

(Address of principal executive offices)			(Zip Code)

~~On February~~(415) ~~23, 2001, Equity Office Properties Trust and Spieker~~854-5600 ~~Properties, Inc. jointly announced that Equity Office, EOP Operating Limited~~_______________________________ ~~Partnership,~~(Registrant’s atelephone ~~Delaware limited partnership of which Equity Office is the sole general partner~~number, ~~Spieker and Spieker Properties, L.P., a California limited~~ ~~partnership~~including ofarea ~~which Spieker is the sole general partner, had entered into an~~code) ~~Agreement and Plan of Merger, dated as of February 22, 2001. The merger~~ ~~agreement provides for the merger of Spieker with and into Equity Office and~~ ~~for the merger of Spieker Partnership with and into EOP Partnership.~~

In the merger of Spieker with and into Equity Office, holders of Spieker common stock will receive $13.50 in cash and 1.49586 Equity Office common shares for each share of Spieker common stock. Cash will be paid instead of the issuance of fractional shares. The exchange ratio is not subject to change and there is no “collar” or minimum trading price for the shares of Spieker common stock or the Equity Office common shares. As of February 22, 2001, there were 65,923,946 shares of Spieker common stock outstanding. In addition, each outstanding share of each series of Spieker series B-series E preferred stock will be converted into one newly created Equity Office series E-series H preferred share, respectively, and each outstanding share of Spieker series N/A ~~convertible preferred stock, which is convertible into approximately 1.219512~~_____________________________________________________________ ~~shares~~(Former ofname Spieker common stock, with cash paid instead of fractional shares, will be called for redemption by Spieker. It is anticipated that the holders of the Spieker series A convertible preferred stock will convert their Spieker series A convertible preferred stock into Spieker common stock after the redemption notice is given. The Equity Office series E-H preferred shares issued in the merger will have preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms or ~~conditions~~ offormer ~~redemption identical to those of the shares of the corresponding series of Spieker preferred stock. As of February 22~~address, ~~2001,~~if ~~there~~changed ~~were outstanding~~since ~~1,000,000~~last ~~shares of Spieker series A convertible preferred stock,~~report) ~~4,250,000 shares of Spieker series B preferred stock, 6,000,000 shares of~~ ~~Spieker series C preferred stock, no shares of Spieker series D preferred~~ ~~stock, and 4,000,000 shares of Spieker series E preferred stock.~~

In the merger of Spieker Partnership with and into EOP Partnership, each partnership unit of limited partnership interest in Spieker Partnership, other than preferred partnership units, will be exchanged for -1~~.94462 class A units~~- ~~of limited partnership interest in EOP Partnership, with fractional interests~~ rounded to the whole number that is nearest to the number of EOP Partnership class A units that otherwise would be paid to a holder of Spieker partnership units. As of February 22, 2001, there were outstanding 75,749,191 units of limited partnership interest in Spieker Partnership, 66,923,946 of which were held by Spieker, including for this purpose the Spieker series A preferred partnership interest held by Spieker which is equivalent to 1,000,000 Spieker partnership units but excluding all other Spieker Partnership preferred interests or preferred units. In addition, in the merger of Spieker Partnership with and into EOP Partnership, the Spieker Partnership series B, series C and series E preferred interests outstanding at February 22, 2001, representing 4,250,000 units, 6,000,000 units and 4,000,000 units, respectively, all of which are owned by Spieker, will be exchanged for 4,250,000 EOP Partnership series E preferred units, 6,000,000 EOP Partnership series F preferred units and 4,000,000 EOP Partnership series H preferred units, respectively. The 1,500,000 Spieker series D preferred units outstanding at February 22, 2001, which are owned by third parties, will be exchanged for 1,500,000 EOP Partnership series G preferred units.

2Items 1-4.

~~The~~Not ~~mergers are expected to be tax-free to Equity Office and Spieker~~Applicable. ~~Spieker common stockholders will recognize income for federal income tax~~ purposes only on the cash portion of the merger consideration. The mergers are subject to customary closing conditions, including the approval of the merger of Spieker with and into Equity Office by the common shareholders of Equity Office and the common stockholders of Spieker and the approval of the merger of Spieker with and into Equity Office and the merger of Spieker Partnership with and into EOP Partnership, to the extent necessary, by the partners of EOP Partnership and Spieker Partnership. In connection with the execution of the merger agreement, certain officers and directors of Spieker controlling in the aggregate approximately 0.8% of the outstanding shares of Spieker common stock and approximately 5.6% of the outstanding Spieker limited partnership interests (other than preferred units), have agreed, among other things, to vote their shares of Spieker common stock and Spieker partnership interests to approve the mergers.

~~The~~Item 5. Other ~~parties anticipate that the mergers will close during the second quarter of 2001~~Events.

~~Following the merger of~~ Spieker ~~with and into Equity Office~~Properties, ~~Warren E~~L. ~~Spieker, Jr~~P., ~~Chairman~~is filing ofas ~~the~~Exhibit ~~Board~~99.1 ofhereto ~~Directors~~a description of ~~Spieker,~~the ~~and~~material ~~Craig G~~U.S. ~~Vought~~federal ~~and~~income ~~John~~tax A.consequences ~~Foster,~~relating to the ~~co-Chief~~taxation ~~Executive Officers~~ of Spieker, ~~will become trustees of Equity Office~~Properties, ~~with Mr~~ L. ~~Spieker’s~~P. ~~term~~as toa ~~expire~~partnership atand the ~~2004 annual~~ownership ~~meeting of shareholders~~ and ~~the~~disposition ~~term~~ of ~~one of the other~~ Spieker Properties, ~~trustees~~L.P. tounits ~~expire at the 2003 annual meeting~~ of ~~shareholders~~partnership ~~and~~interest ~~the~~which ~~other~~is ~~at the~~incorporated ~~2002~~by ~~annual meeting of shareholders~~reference herein.

~~The foregoing description is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is filed as Exhibit~~Item 26.~~1 to~~ ~~this~~Resignations ~~current report on Form 8-K, and the voting agreements, a form~~ of ~~which is~~Registrant’s ~~filed as Exhibit 99~~Directors.~~1 to this current report on Form 8-K.~~

~~Item~~ Not 7Applicable. ~~Financial Statements and Exhibits.~~

~~(a)~~Item 7. Financial ~~statements~~Statements, ~~of businesses acquired. Not applicable. (b)~~ Pro ~~forma~~Forma ~~financial~~Financial ~~information.~~Information ~~Not~~and ~~applicable. (c)~~ Exhibits.

ExhibitNumber		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of February 22, 2001, among Equity Office, EOP Partnership, Spieker and Spieker Partnership, including Exhibits D-I and K thereto (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of Equity Office Properties Trust filed with the SEC on March 9, 2001). (The


	(a) Not Applicable.

	(b) Not Applicable.

	(c) Exhibits

	The following exhibits are filed with this Current Report on Form 8-K:


Exhibit Number		Description




99.1		Federal Income Tax Consequences.

~~registrant~~Items agrees to furnish supplementally a copy of Exhibits A-C and J to the SEC upon request.) 99.1 Form of Spieker Voting Agreement (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-~~K of Equity Office Properties Trust filed with the SEC on March~~ 9~~, 2001)~~.

4 Not Applicable.

~~SIGNATURES~~-2-

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the~~SIGNATURE ~~registrant has duly caused this report to be signed on its behalf by the~~ ~~undersigned hereunto duly authorized.~~

~~SPIEKER~~ Pursuant ~~PROPERTIES~~to the requirements of the Securities Exchange Act of 1934, Lthe registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.P.

~~By:~~SPIEKER ~~Spieker Properties~~PROPERTIES, ~~Inc~~L.~~, its sole general partner~~P.

By: ~~/s/~~SPIEKER ~~STUART~~PROPERTIES, AINC. ~~ROTHSTEIN Stuart A. Rothstein Senior Vice President~~

~~Date~~By: ~~March~~_/s/_STUART 9,A. ~~2001~~ ROTHSTEIN________ Name: Stuart Rothstein Title: Chief Financial Officer

5Date: June 4, 2001

~~EXHIBIT INDEX~~-3-

Exhibit Number	Description of Exhibit	Page Number
2.1	Agreement and Plan of Merger, dated as of February 22, 2001, among Equity Office, EOP Partnership, Spieker and Spieker Partnership, including Exhibits D-I and K thereto (incorporated herein by reference to Exhibit 2.1 to Equity Office’s Current Report on Form 8-K filed with the SEC on March 7, 2001). (The registrant agrees to furnish supplementally a copy of Exhibits A-C and J to the SEC upon request.)
99.1	Form of Spieker Voting Agreement (incorporated herein by reference to Exhibit 99.1 to Equity Office’s Current Report on Form 8-K filed with the SEC on March 9, 2001).

Exhibit Index


Exhibit Number		Description




99.1		Federal Income Tax Consequences.

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