
<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM 8-K



                                CURRENT REPORT



                               ----------------

                    Pursuant to Section 13 of 15(d) of the
                        Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 30, 1998

                            BOSTON PROPERTIES, INC.
            (Exact name of Registrant as specified in its Charter)

                                   Delaware
                           (State of Incorporation)


1-13087                                             04-2473675
(Commission File Number)                            (IRS Employer Id. Number)

8 Arlington Street
Boston, Massachusetts                                                   02116
(Address of principal executive offices)                            (Zip Code)

                                (617) 859-2600
             (Registrant's telephone number, including area code)



<PAGE>
 
ITEM 2.     Acquisition or Disposition of Assets.

     On June 30, 1998, the Company entered into various agreements (the
"Contribution Agreements") providing for the acquisition of a portfolio of
properties in Princeton, New Jersey and East Brunswick, New Jersey and related
management operations (collectively, the "Portfolio").  The properties in
Princeton constitute a major portion of the Carnegie Center office complex.  The
property in East Brunswick, a 420,006 net rentable square foot Class A office
building, is known as Tower Center One and is leased in its entirety to AT&T.
Major tenants of the Carnegie Center properties include Raytheon, Covance,
Nycomed, Bell Atlantic and Marsh & McLennan.

     On June 30, 1998, the Company completed the acquisition of Tower Center
One, nine buildings in Carnegie Center and the management operations of The
Landis Group, the developer and manager of the properties (collectively, the
"Acquired Properties").  The agreements provide for the acquisition of three
additional developed properties in Carnegie Center and for the acquisition of
two additional properties currently under development and expected to be
completed during the fourth calendar quarter of 1998.

     The following Acquired Properties were acquired on June 30, 1998:
<TABLE>
<CAPTION>
 
                                                   Approximate
                                                   Net Rentable
Property                        Location           Square Feet
<S>                          <C>                   <C>
                                                
     101 Carnegie Center     Princeton, NJ             131,982
     104 Carnegie Center     Princeton, NJ             102,198
     105 Carnegie Center     Princeton, NJ              69,648
     202 Carnegie Center     Princeton, NJ             128,929
     210 Carnegie Center     Princeton, NJ             159,498
     211 Carnegie Center     Princeton, NJ              47,917
     212 Carnegie Center     Princeton, NJ             150,063
     214 Carnegie Center     Princeton, NJ             153,305
     Childcare Property      Princeton, NJ               6,500
     Tower Center One        East Brunswick, NJ        420,006
                                                       -------
                                                
     TOTAL:                                          1,370,046
</TABLE>
<PAGE>
 
     The following additional properties in Carnegie Center are under agreement
to purchase:
<TABLE>
<CAPTION>
 
                                               Approximate
                                               Net Rentable
          Property            Location         Square Feet 
<S>                         <C>               <C>
 
     504 Carnegie Center    Princeton, NJ       121,990
     506 Carnegie Center    Princeton, NJ       146,362
     508 Carnegie Center    Princeton, NJ       131,085
                                                -------
 
     TOTAL:                                     399,437
</TABLE>

     The two properties under development (the "Development Properties"), which
will be purchased upon completion, are preleased in their entirety and will
contain approximately 394,000 net rentable square feet in the aggregate.

     The consideration paid for the Acquired Properties was $276.0 million.  In
addition, an $8.0 million deposit was paid against the future acquisition of the
two Development Properties. The aggregate consideration paid on June 30, 1998
consisted of $137.0 million in cash; the assumption of $64.0 million of existing
debt; and the issuance of Series One Preferred Units of Limited Partnership (the
"Preferred Units") in Boston Properties Limited Partnership, the Company's
operating partnership subsidiary (the "Operating Partnership"), having an
aggregate liquidation preference of approximately $83 million.  The Preferred
Units bear a preferred distribution of 7.25% per annum and are convertible into
Common Units of Limited Partnership ("Common Units") in the Operating
Partnership at the rate of $38.25 per Common Unit.  Common Units may be redeemed
by the holder thereof for cash equal to the then current value of a share of
Boston Properties common stock ("Company Common Stock") or, at the Company's
election, for one share of Company Common Stock.  The Preferred Units are
convertible into Common Units (i) at the holder's election at any time or (ii)
at the election of the Company on or after June 30, 2003, provided that the
shares of Company Common Stock at the time of such election by the Company have
a 20-day trading average of $42.08 per share.

     In connection with the acquisition, the Company has entered into a
Development Agreement with an affiliate of Alan Landis providing for up to
approximately 2,000,000 square feet of development in or adjacent to Carnegie
Center, which will be controlled by the Company.  An entity controlled by the
Company (and in which Alan Landis or an affiliate of Mr. Landis will have an
interest) will generally acquire land upon the commencement of development
projects.

     In connection with the acquisition, the Company has entered into agreements
with the

                                       2
<PAGE>
 
parties that contributed their direct and indirect interest in the Acquired
Properties (the "Contributors") that generally provide that, for a period of ten
years, the Company may not sell or otherwise transfer any of the Acquired
Properties in a taxable transaction and that during such period the Company will
maintain a level of indebtedness or provide the Contributors with the
opportunity to enter into one or more guarantees in amounts sufficient to
prevent recognition of gain by the Contributors under certain specified
circumstances.

     In connection with the transaction, Alan B. Landis of The Landis Group, the
developer of the properties, has been appointed to the Board of Directors of the
Company.

ITEM 7.   Financial Statements, Pro Forma Financial Information And Exhibits.

     (a) Financial Statements of Business Acquired.

     Financial Statements for the Acquired Properties will be filed by amendment
as soon as practicable, but not later than September 14, 1998.

     (b) Pro Forma Financial Information.

     Pro forma financial information will be filed by amendment as soon as
practicable, but not later than September 14, 1998.

     (c)  Exhibits:

Exhibit No.
-----------

     99.1 Second Amended and Restated Agreement of Limited Partnership of the
     Operating Partnership, dated as of June 29, 1998.

     99.2 Certificate of Designations, dated June 30, 1998, constituting an
     amendment to the Second Amended and Restated Agreement of Limited
     Partnership of the Operating Partnership.

     99.3 Contribution and Conveyance Agreement concerning the Carnegie
     Portfolio, dated June 30, 1998 by and among the Company, the Operating
     Partnership, and the parties named therein as Landis Parties.

     99.4 Contribution Agreement, dated June 30, 1998, by and among the Company,
     the Operating Partnership, and the parties named therein as Landis Parties.

                                       3
<PAGE>
 
     99.5 Registration Rights and Lock-Up Agreement, dated June 30, 1998 by and
     among the Company, the Operating Partnership and the parties named therein
     as Holders.

     99.6 Non-Competition Agreement, dated as of June 30, 1998, by and between
     Alan B. Landis and the Company.

     99.7 Agreement Regarding Directorship, dated as of June 30, 1998, by and
     between the Company and Alan B. Landis.

                                       4
<PAGE>
 
                                  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.

                                        BOSTON PROPERTIES, INC.



                                        /S/ WILLIAM J. WEDGE
                                           ------------------------
                                            William J. Wedge
                                            Senior Vice President


Date: July 15, 1998




