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): FEBRUARY 27, 2002
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 February 27, 2002, Corporate Office Properties Trust (the "Company")
entered into an Underwriting Agreement (the "Underwriting Agreement") with
Corporate Office Properties, L.P. (the "Operating Partnership"), Constellation
Real Estate, Inc. ("Constellation"), Credit Suisse First Boston Corporation,
A.G. Edwards & Sons, Inc., Legg Mason Wood Walker, Incorporated, and McDonald
Investments Inc. (collectively, the "Underwriters") in connection with an
underwritten public offering of (i) 823,828 of the Company's common shares of
beneficial interest, par value $0.01 per share (the "Common Shares") to be sold
by the Company; (ii) 1,261,000 additional Common Shares to be sold by the
Company at the initial closing contemplated by the Underwriting Agreement
pursuant to the exercise in full, as of March 4, 2002, of the Underwriters'
over-allotment option; and (iii) 8,876,172 Common Shares to be sold by
Constellation (collectively with the Common Shares to be sold by the Company,
the "Shares") at a price of $12.04 per Common Share. The sale of the Shares will
result in gross aggregate proceeds before underwriter's discount of
approximately $25,101,329 to the Company and approximately $106,869,110 to
Constellation. The Shares to be sold by the Company have been registered under
the Securities Act of 1933, as amended (the "Securities Act") pursuant to a
Registration Statement on Form S-3 (File No. 333-71807), filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act, and the Shares to be sold by Constellation have been registered under the
Securities Act on a Registration Statement on Form S-3 (Registration No.
333-59766), filed with the Commission pursuant to the Securities Act.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
1.1 Form of Underwriting Agreement, dated February 27, 2002,
by and among the Company, the Operating Partnership,
Constellation and the Underwriters.
4.1 Form of Stock Certificate relating to the Shares.
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
March 4, 2002
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
----------- -------
1.1 Form of Underwriting Agreement, dated February 27, 2002, by and
among the Company, the Operating Partnership, Constellation and
the Underwriters
4.1 Form of certificate for the Registrant's Common Shares of
Beneficial Interest, $0.01 par value per share (filed with the
Registrant's Registration Statement on Form S-4 Commission File
No. 333-45649) and incorporated herein by reference.