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) January 22, 2018
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company (Corporate Office Properties Trust) o
Emerging Growth Company (Corporate Office Properties, L.P.) o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Corporate Office Properties Trust o
Corporate Office Properties, L.P. o
 
 
 
 
 




Item 1.01
Entry into a Material Definitive Agreement.
 
On January 25, 2018, Corporate Office Properties Trust (the “Company”) entered into the Thirty-Third Amendment (the “COPLP Amendment”) to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Partnership Agreement”) of the Company’s operating partnership, Corporate Office Properties, L.P. (“COPLP”). The COPLP Amendment, which is attached hereto as Exhibit 99.1, was entered into in order to update the Partnership Agreement for certain changes in the ownership of COPLP. Other than to reflect such changes, the COPLP Amendment contains no substantive terms.


Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 22, 2018 and January 24, 2018, Elizabeth A. Hight and Richard Szafranski, respectively, communicated to the Chairman of the Company’s Board of Trustees their intention not to stand for re-election to the Board of Trustees at the Company’s 2018 Annual Meeting of Shareholders.


Item 9.01     
Financial Statements and Exhibits
 




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have 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:
January 26, 2018
Dated:
January 26, 2018



EXHIBIT 99.1
THIRTY-THIRD AMENDMENT
TO
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
CORPORATE OFFICE PROPERTIES, L.P.

This Thirty-Third 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 January 25, 2018, 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 ”).

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(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.

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 superseding all prior Exhibit 1 listings.

In Witness Whereof, the General Partner has executed this Amendment as of the day and year first above written.

Corporate Office Properties Trust, a
Maryland Real Estate Investment Trust



By:     /s/ Anthony Mifsud
Anthony Mifsud
Executive Vice President & Chief Financial Officer





EXHIBIT 1
SCHEDULE OF PARTNERS
(attached hereto)
Exhibit 1 Addendum--33rd Amendment
 
 
 
Schedule of Partners
General Partner
Common Units of Partnership Units
 
Series I Preferred Units
Corporate Office Properties Trust
101,292,299

 
 
 
 
 
 
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
141,107

 
 
Robert L. Denton
294,500

 
 
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

 
 
Leo Joy II Enterprises, L.P.
59,528

 
 
The Century Trust
59,528

 
 
A. Charles Wilson, Trustee of the Wilson Survivor's Trust
5,908

 
 
Irwin Hoffman
1,880

 
 
Lawrence G. Rief
2,526

 
 
David D. Jenkins
262,165

 
 
RA & DM, Inc.
2,954

 
 
Richard Alter
43,817

 
 
Donald Manekin
23,336

 
 
Estate of William H Winstead, III
14,019

 
 
Richard Manekin
8,988

 
 
Robert Manekin
8,988

 
 
Charles Manekin
3,899

 
 
Francine Manekin
880

 
 
Sandye Sirota
5,427

 
 
Lynn Stern
880

 
 
Jamie Deutsch
22

 
 
Kelly Alter
22

 
 
Kirk Property Limited Partnership
221,501

 
 
TRC Associates Limited Partnership
 
 
352,000
TOTAL
104,543,177

 
352,000