UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
_________________

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 15, 2015
CORPORATE OFFICE PROPERTIES TRUST
CORPORATE OFFICE PROPERTIES, L.P.
(Exact name of registrant as specified in its charter)
Corporate Office Properties Trust
 
Maryland
 
1-14023
 
23-2947217
 
 
(State or other jurisdiction of
 
(Commission File
 
(IRS Employer
 
 
incorporation or organization)
 
Number)
 
Identification No.)
 
 
 
 
 
 
 
Corporate Office Properties, L.P.
 
Delaware
 
333-189188
 
23-2930022
 
 
(State or other jurisdiction of
 
(Commission File
 
(IRS Employer
 
 
incorporation or organization)
 
Number)
 
Identification No.)

6711 Columbia Gateway Drive, Suite 300
Columbia, Maryland 21046
(Address of principal executive offices)
(443) 285-5400
(Registrant’s telephone number, including area code)
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):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 






Item 1.01      Entry into a Material Definitive Agreement.

On April 15, 2015, Corporate Office Properties Trust (the “Company”), the General Partner of Corporate Office Properties, L.P. (the “Operating Partnership”), entered into the Thirty-Second Amendment (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement (the “Partnership Agreement”) of the Operating Partnership. The Amendment was entered into (i) to reflect changes to the Partnership Agreement relating to the entering into by several limited partners of deficit restoration obligation agreements (individually, a “DRO Agreement”) with the Partnership, pursuant to which such limited partners are obligated to make an agreed upon contribution to the Partnership if, after a complete liquidation of the Partnership or such limited partner’s interest in the Partnership and the allocation of all gains, the limited partner’s capital account has a negative balance and (ii) in order to update the Partnership Agreement for certain changes in the ownership of COPLP. Other than to reflect such changes, the Amendment contains no substantive terms. Among the limited partners who entered into a DRO Agreement was Robert L. Denton, a trustee of the Trust. Because the DRO Agreement constitutes a related party transaction, the Audit Committee of the Company’s Board of Trustees reviewed and approved the transaction, in accordance with the Company’s Code of Business Conduct and Ethics, prior to the execution of the DRO Agreement.

The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(a)    Financial Statements of Businesses Acquired
None
(b)    Pro Forma Financial Information
None
(c)    Shell Company Transactions
None
(d)    Exhibits
Exhibit Number
 
Exhibit Title
99.1
 
Thirty-Second Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P. dated April 15, 2015.



 





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 hereunto duly authorized.
 
CORPORATE OFFICE PROPERTIES TRUST
 
CORPORATE OFFICE PROPERTIES, L.P.
 
 
 
By: Corporate Office Properties Trust,
 
 
 
its General Partner
 
 
 
 
 
/s/ Anthony Mifsud
 
/s/ Anthony Mifsud
 
Anthony Mifsud
 
Anthony Mifsud
 
Executive Vice President and Chief Financial Officer
 
Executive Vice President and Chief Financial Officer
 
 
 
 
Dated:
April 21, 2015
Dated:
April 21, 2015






EXHIBIT INDEX
Exhibit Number
 
Exhibit Title
99.1
 
Thirty-Second Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P. dated April 15, 2015.





THIRTY-SECOND AMENDMENT
TO
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
CORPORATE OFFICE PROPERTIES, L.P.

This Thirty-Second Amendment (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of April 15, 2015, by the undersigned.

Recitals

A.      The Partnership is a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act and governed by that certain Second Amended and Restated Limited Partnership Agreement dated as of December 7, 1999, as amended to the date hereof (as amended, the “Partnership Agreement”). Capitalized terms used but not defined herein shall have the meanings accorded to such terms in the Partnership Agreement.

B.      The sole general partner of the Partnership is Corporate Office Properties Trust, a real estate investment trust formed under the laws of the State of Maryland (the “General Partner”).

C.      Pursuant to Section 11.1 (A), the General Partner, which currently holds in excess of 90% of the Partnership Units and Preferred Units, desires to amend the Partnership Agreement and, in accordance with Section 11.1 (A), has obtained the requisite Consent from each Partner from whom such Consent is required.

D.      Pursuant to Section 11.1 (B) (iii), the General Partner desires to amend the Partnership Agreement to reflect the admission, substitution, termination and/or withdrawal of various limited partners in accordance with the terms of the Partnership Agreement.

NOW THEREFORE, the General Partner, intending to be legally bound, hereby amends the Partnership Agreement as follows, effective as of the date first set forth above.

1.
The penultimate sentence of Section 10.3(A) is deleted and in its place the following is inserted: “Except to the extent the General Partner, in its sole discretion, permits a Limited Partner to enter into a deficit restoration obligation agreement with the Partnership, if any Partner has a deficit balance in its Capital Account (after giving effect to all contributions (without regard to this Section 10.3(A)), distributions and allocations), such Partner shall have no obligation to make any contribution to the capital of the Partnership.”

2.
Exhibit 1, Schedule of Partners, as attached hereto and by this reference made a part hereof, is hereby substituted for and intended to replace any prior Exhibit 1 attached to a prior Amendment to the Partnership Agreement, and as attached hereto shall be a full and complete listing of all the general and limited partners of the Partnership as of the date of this Amendment, same being intended and hereby superceding all prior Exhibit 1 listings.

3.
The execution, delivery and effectiveness of this Amendment shall not operate (a) as an amendment or modification of any provision, right or obligation of any Partner under the Partnership Agreement except as specifically set forth in this Amendment or (b) as a waiver or consent to any subsequent action or transaction.





4.
This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

5.
This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS THIS PAGE]






In Witness Whereof, the undersigned have executed this Amendment as of the day and year first above written.

GENERAL PARTNER:

CORPORATE OFFICE PROPERTIES TRUST, a
Maryland real estate investment trust



By:      /s/ Anthony Mifsud                      
Name: Anthony Mifsud
Title: Executive Vice President













[SIGNATURES CONTINUE ON FOLLOWING PAGE]






AFFECTED LIMITED PARTNERS:

SHIDLER EQUITIES L.P., a Hawaii limited partnership

By:      Shidler Equities Corp., a Hawaii corporation, its
general partner

By:      /s/ Lawrence J. Taff
Lawrence J. Taff
Secretary


/s/ Jay H. Shidler                             
JAY H. SHIDLER


/s/ Robert L. Denton                             
ROBERT L. DENTON


LBCW LIMITED PARTNERSHIP, a Pennsylvania limited partnership

By:      LBCW, Inc., a Delaware corporation, its
general partner

By:      /s/ Clay W. Hamlin, III
Name: Clay W. Hamlin, III
Title: President


/s/ Lynn Hamlin                             
LYNN HAMLIN






Exhibit 1

Schedule of Partners






Exhibit 1 Addendum--32nd Amendment
 
 
 
 
 
 
 
Schedule of Partners
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General Partner
Common Units of Partnership Units--32nd Amendment
 
Series I Preferred Units
 
Series K Preferred Units
 
Series L Preferred Units
Corporate Office Properties Trust
94,536,269

 
 
 
531,667

 
6,900,000

 
 
 
 
 
 
 
 
Limited Partners and Preferred Limited Partners
 
 
 
 
 
 
 
Jay H. Shidler
431,893

 
 
 
 
 
 
Shidler Equities, L.P.
1,353,963

 
 
 
 
 
 
Clay W. Hamlin, III
55,291

 
 
 
 
 
 
LBCW Limited Partnership
551,107

 
 
 
 
 
 
Robert L. Denton
308,500

 
 
 
 
 
 
James K. Davis
51,589

 
 
 
 
 
 
Samuel Tang
4,389

 
 
 
 
 
 
Lawrence J. Taff
13,733

 
 
 
 
 
 
M.O.R. 44 Gateway Associates Limited Partnership
1

 
 
 
 
 
 
Estate of John Parsinen
49,434

 
 
 
 
 
 
M.O.R. Commons Limited Partnership
7

 
 
 
 
 
 
Lynn Hamlin
121,411

 
 
 
 
 
 
Housing Affiliates, Inc.
4,402

 
 
 
 
 
 
Reingle Corp.
730

 
 
 
 
 
 
Joseph Tawil
2,160

 
 
 
 
 
 
The Lovejoy Trust
59,528

 
 
 
 
 
 
The Century Trust
59,528

 
 
 
 
 
 
A. Charles Wilson, Trustee of the A. Charles Wilson and Betty S. Wilson Trust u/d/t June 18, 1980--Survivor's Trust
5,908

 
 
 
 
 
 
Irwin Hoffman
1,880

 
 
 
 
 
 
The Rouse Family Exemption Trust
2,160

 
 
 
 
 
 
Lawrence G. Rief
2,526

 
 
 
 
 
 
David D. Jenkins
262,165

 
 
 
 
 
 
RA & DM, Inc.
2,954

 
 
 
 
 
 
Richard Alter
43,817

 
 
 
 
 
 
Donald Manekin
23,336

 
 
 
 
 
 
William Winstead
14,019

 
 
 
 
 
 
Richard Manekin
8,988

 
 
 
 
 
 
Robert Manekin
8,988

 
 
 
 
 
 
Charles Manekin
3,899

 
 
 
 
 
 
Francine Manekin
880

 
 
 
 
 
 
Sandye Sirota
5,427

 
 
 
 
 
 
Lynn Stern
880

 
 
 
 
 
 
Louis LaPenna
2,513

 
 
 
 
 
 
Jamie Deutsch
22

 
 
 
 
 
 
Kelly Alter
22

 
 
 
 
 
 
Kirk Property Limited Partnership
221,501

 
 
 
 
 
 
TRC Associates Limited Partnership
 
 
352,000

 
 
 
 
TOTAL
98,215,820

 
352,000

 
531,667

 
6,900,000