UNITED STATES
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, AS AMENDED
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 6, 2001
CORPORATE OFFICE PROPERTIES TRUST
(Exact Name of Registrant Specified in Charter)
Maryland 001-14023 23-2947217
(State or Other (Commission IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
8815 Centre Park Drive
Suite 400
Columbia, Maryland 20145
(Address of Principal Executive Offices) Zip Code
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (410) 992-7324
(not applicable)
(Former Name and Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On September 6, 2001, Corporate Office Properties Trust (the "Company")
entered into an Underwriting Agreement (the "Underwriting Agreement") with
Credit Suisse First Boston Corporation, A.G. Edwards & Sons, Inc., Legg Mason
Wood Walker, Incorporated, Prudential Securities Incorporated, BB&T Capital
Markets, Ferris, Baker Watts, Incorporated, Janney Montgomery Scott LLC,
McDonald Investments Inc., and Tucker Anthony Incorporated (collectively, the
"Underwriters") in connection with an underwritten public offering by the
Company of up to 1,240,000 shares (along with 185,000 shares reserved for the
underwriter's over-allotment option ) of its 9.875% Series F Cumulative
Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share
(the "Shares"), at a price of $25.00 per share. On September 7, 2001, the
Underwriters exercised the over-allotment option in full by notice to the
Company. The sale of the Shares will result in gross aggregate proceeds before
underwriter's discount to the Company of approximately $35.625 million (based on
the issuance of 1,425,000 shares). The Shares that are being offered and sold
have been registered on Form S-3 (Registration No. 333-71807) relating to the
registration of the Shares and certain other securities of the Company, filed by
the Company with the United States Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), on February 4, 1999, Pre-Effective Amendment No. 1 thereto,
as filed by the Company with the Commission under the Securities Act on February
22, 1999, Post-Effective Amendment No. 1 thereto, as filed by the Company with
the Commission under the Securities Act on May 21, 1999, and Post-Effective
Amendment No. 2 thereto, as filed by the Company with the Commission under the
Securities Act on November 1, 2000.
The Company filed its Articles Supplementary to its Declaration of Trust
with the State of Maryland, amending the Declaration of Trust to permit the
issuance of the Shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
1.1 Underwriting Agreement, dated September 6, 2001, by and
among Registrant and the Underwriters.
1.2 Articles Supplementary relating to Registrant's 9.875%
Series F Cumulative Redeemable Preferred Shares of
Beneficial Interest.
1.3 Form of Stock Certificate relating to Registrant's 9.875%
Series F Cumulative Redeemable Preferred Shares of
Beneficial Interest.
1.4 Form of Eighth Amendment to Second Amended and Restated
Limited Partnership Agreement of Corporate Office
Properties, L.P.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CORPORATE OFFICE PROPERTIES TRUST
By: /s/ John H. Gurley
------------------
Name: John H. Gurley
Title: Senior Vice-President & General Counsel
September 13, 2001
INDEX TO EXHIBITS
Exhibit No. Exhibit
---------- -------
1.1 Underwriting Agreement, dated September 6, 2001, by and among
Registrant and the Underwriters
1.2 Articles Supplementary relating to Registrant's 9.875% Series F
Cumulative Redeemable Preferred Shares of Beneficial Interest.
1.3 Form of Stock Certificate relating to Registrant's 9.875%
Series F Cumulative Redeemable Preferred Shares of Beneficial
Interest.
1.4 Form of Eighth Amendment to Second Amended and Restated Limited
Partnership Agreement of Corporate Office Properties, L.P.