UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 29, 2005
FRANKLIN STREET PROPERTIES CORP.
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(Exact Name of Registrant as Specified in Charter)
Maryland 000-32615 04-3578653
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(State or Other Juris- (Commission (IRS Employer
diction of Incorporation File Number) Identification No.)
401 Edgewater Place, Suite 200, Wakefield MA 01880-6210
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 557-1300
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 30, 2005, Franklin Street Properties Corp. ("FSP Corp."), four of
its wholly-owned subsidiaries (the "Acquisition Subsidiaries") and four real
estate investment trusts (the "Target REITs"), pursuant to the Agreement and
Plan of Merger dated as of August 13, 2004, as amended on March 10, 2005 (the
"Merger Agreement"), consummated the acquisition of the Target REITs by FSP
Corp. by means of the merger of each Target REIT with and into an Acquisition
Subsidiary ("the Mergers"). The Target REITs are FSP Montague Business Center
Corp., FSP Addison Circle Corp., FSP Royal Ridge Corp. and FSP Collins Crossing
Corp.
In connection with the Mergers, the preferred stock of each Target REIT
(the "Target Stock") was converted into that number of shares of common stock of
FSP Corp. set forth in the table below. Under the terms of the Merger Agreement,
each outstanding share of common stock of the Target REITs was cancelled. In
connection with the Mergers, FSP Corp. reserved for issuance an aggregate of
10,894,994 shares.
Shares of common stock of
Shares of common stock of FSP FSP Corp. issuable in the
Corp. issuable in exchange for aggregate to stockholders
Target REIT each share of Target Stock of each Target REIT (1)(2)
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Addison Circle 5,948.67 3,783,354
Collins Crossing 6,167.63 3,423,035
Montague 5,649.72 1,887,007
Royal Ridge 6,055.79 1,801,598
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Total 10,894,994
(1) Rounded to the nearest whole share.
(2) This number of shares of common stock of FSP Corp. is slightly higher than
the actual number of shares of common stock of FSP Corp. issued upon the
consummation of the mergers due to the fact that FSP Corp. will pay cash
in lieu of issuing fractional shares of common stock of FSP Corp.
The shares of common stock of FSP Corp. issued in connection with the
Mergers have been registered under the Securities Act of 1933 pursuant to FSP
Corp.'s registration statement on Form S-4 (File No. 333-118748) filed with the
Securities and Exchange Commission and declared effective on February 25, 2005.
The Consent Solicitation/Prospectus included in the Registration Statement and
filed with the Securities and Exchange Commission under Rule 424(b)(3) includes
information in addition to that set forth in this Form 8-K.
The Merger Agreement was approved by the board of directors of FSP Corp.
and the board of directors and stockholders of each Target REIT. A number of
conflicts of interest are inherent in the relationships among the Target REITs,
the boards of directors of the Target REITs, FSP Corp., FSP Corp.'s board of
directors and their respective affiliates. These conflicts of interest include,
among others:
o George J. Carter, the President and a director of each Target REIT, is
President, Chief Executive Officer and a director of FSP Corp. and owns an
aggregate of 775,531 shares of common stock of FSP Corp.;
o R. Scott MacPhee, an Executive Vice President, a director of each Target
REIT and a member of the special committee of each Target REIT's board of
directors, is also an Executive Vice President of FSP Corp. and owns an
aggregate of 372,451 shares of common stock of FSP Corp.;
o Richard R. Norris, an Executive Vice President and a director of each
Target REIT is also an Executive Vice President of FSP Corp. and was,
until April 29, 2005, a director of FSP Corp., and owns an aggregate of
258,087 shares of common stock of FSP Corp.;
o William W. Gribbell, an Executive Vice President, a director of each
Target REIT and a member of the special committee of each Target REIT's
board of directors, is also an Executive Vice President of FSP Corp. and
owns an aggregate of 129,761 shares of common stock of FSP Corp.;
o Barbara J. Fournier, Vice President, Chief Operating Officer, Treasurer,
Secretary and a director of each Target REIT, is also Vice President,
Chief Operating Officer, Treasurer, Secretary and a director of FSP Corp.
and owns an aggregate of 27,934 shares of common stock of FSP Corp.;
o Janet P. Notopoulos, Vice President of each target REIT, is also a Vice
President and director of FSP Corp. and owns an aggregate of 14,985 shares
of common stock of FSP Corp.; and
o Barry Silverstein, Dennis J. McGillicuddy, John N. Burke and Georgia
Murray, are the only directors of FSP Corp. who are not also officers or
directors of any Target REIT.
Mr. Silverstein and Mr. McGillicuddy, each a director of FSP Corp., owned
an aggregate of 173 and 14 shares of Target Stock, respectively. Messrs.
Silverstein and McGillicuddy each purchased their shares in the original
offerings of Target Stock and on the same terms as other stockholders of such
Target REITs. These shares of Target Stock held by Messrs. Silverstein and
McGillicuddy converted into approximately 1,022,217 and approximately 80,836
shares of common stock of FSP Corp., respectively.
The properties formerly owned by the Target REITs continue to be managed
by FSP Property Management, a subsidiary of FSP Corp. pursuant to management
services agreements under which FSP Corp. previously received certain fees from
each Target REIT for its management services.
Item 8.01. Other Events.
On April 29, the Company's Board of Directors authorized the Company to
explore the possibility of the acquisition (by merger or otherwise) of any or
all of five REITs (each, a "Sponsored REIT"): FSP Willow Bend Office Corp., FSP
Innsbrook Corp., FSP 380 Interlocken Corp., FSP Blue Lagoon Drive Corp. and FSP
Eldridge Green Corp. The Company's wholly-owned subsidiary, FSP Investments LLC,
a registered broker/dealer, has sponsored the syndication of preferred stock
interests in each of these Sponsored REITs in offerings exempt from the
registration requirements of the Securities Act. The Company has retained a
common stock interest in each of these Sponsored REITs and also holds 49.25
shares of preferred stock in, or approximately 8.22% of, Blue Lagoon Drive Corp.
The Company has no obligation to acquire any or all of these Sponsored REITs.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by this item are contained in
Exhibit 99.1 to this Form 8-K and are incorporated herein by
reference.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item is
contained in Exhibit 99.2 to this Form 8-K and is incorporated
herein by reference.
(c) Exhibits.
See Exhibit Index attached hereto.
SIGNATURE
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 hereunto duly authorized.
FRANKLIN STREET PROPERTIES CORP.
Date: May 4, 2005 By: /s/ George J. Carter
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President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1* Agreement and Plan of Merger, dated as of August 13,
2004, by and among Franklin Street Properties Corp., the
Acquisition Subsidiaries and the Target REITs
2.2** Amendment No. 1 to the Merger Agreement, dated March 10,
2005.
23.1** Consent of Braver and Company, P.C.
99.1** Financial Statements of FSP Montague Business Center
Corp., FSP Addison Circle Corp., FSP Royal Ridge Corp.
and FSP Collins Crossing Corp.
99.2** Pro Forma Financial Information of Franklin Street
Properties Corp.
* Incorporated herein by reference to Exhibit 2.1 to Franklin Street Properties
Corp.'s Current Report on Form 8-K, dated and filed on August 13, 2004.
** Filed herewith.