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) July 14, 2005 (July 8, 2005)
CORPORATE OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
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Maryland |
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1-14023 |
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23-2947217 |
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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8815 Centre Park Drive, Suite 400
Columbia, Maryland 21045
(Address of principal executive offices)
(410) 730-9092
(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 July 8, 2005, Corporate Office Properties Trust (the “Registrant”), the General Partner of Corporate Office Properties, L.P. (the “Operating Partnership”), entered into the Nineteenth Amendment to Second Amended and Restated Limited Partnership Agreement (as so amended, the “Partnership Agreement”) of Corporate Office Properties, L.P. The Amendment was entered into in connection with the issuance by the Operating Partnership of an aggregate of 89,879 common units in the Operating Partnership valued at $2.4 million to two unrelated entities on July 8, 2005 in connection with the acquisition of properties by a wholly owned subsidiary of the Registrant. Other than to reflect the admission of such entities into the Operating Partnership, the Amendment contains no substantive terms.
Item 9.01 Financial Statements and Exhibits
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(a) |
Financial Statements of Businesses Acquired |
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None |
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(b) |
Pro Forma Financial Information |
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None |
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(c) |
Exhibits |
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Exhibit Number |
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Exhibit Title |
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10.1 |
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Nineteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., dated July 8, 2005. |
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.
Date: July 14, 2005
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CORPORATE OFFICE PROPERTIES TRUST |
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By: |
/s/ Randall M. Griffin |
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Name: |
Randall M. Griffin |
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Title: |
President and Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit Title |
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10.1 |
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Nineteenth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., dated July 8, 2005. |
2
Exhibit 10.1
NINETEENTH AMENDMENT
TO
SECOND AMENDED AND RESTATED
OF
CORPORATE OFFICE PROPERTIES, L.P.
This Nineteenth 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 July 8, 2005, by the undersigned.
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.
1. 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.
In Witness Whereof, the General Partner has executed this Amendment as of the day and year first above written.
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Corporate Office Properties Trust, a |
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Maryland Real Estate Investment Trust |
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By: |
/s/ Randall M. Griffin |
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Randall M. Griffin |
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President and Chief Executive Officer |
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SCHEDULE OF PARTNERS
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General Partner |
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Common Units of Partnership Units |
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Series E
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Series F
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Series G
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Series H
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Series I
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Corporate Office Properties Trust |
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35,129,678 |
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1,150,000 |
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1,425,000 |
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2,200,000 |
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2,000,000 |
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Limited Partners and Preferred Limited Partners |
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Jay H. Shidler |
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452,878 |
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Shidler Equities, L.P. |
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2,995,439 |
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Clay W. Hamlin, III |
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566,492 |
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LBCW Limited Partnership |
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3,031,107 |
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Robert L. Denton |
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414,910 |
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James K. Davis |
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51,589 |
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John E. De B. Blockey, Trustee of the John E. de B. Blockey Living Trust dated 9/12/88 |
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300,625 |
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Frederick K. Ito Trust |
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29,140 |
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June Y. I. Ito Trust |
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29,135 |
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RP Investments, LLC |
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150,000 |
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Denise J. Liszewski |
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28,333 |
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Samuel Tang |
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4,389 |
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Lawrence J. Taff |
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13,733 |
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Kimberly F. Aquino |
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2,937 |
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M.O.R. XXIX Associates Limited Partnership |
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148,381 |
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M.O.R. 44 Gateway Associates Limited Partnership |
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1 |
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John Parsinen |
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90,000 |
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M.O.R. Commons Limited Partnership |
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7 |
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John Edward De Burgh Blockey and Sanda Juanita Blockey |
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10,476 |
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Anthony Muscatello |
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90,905 |
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Lynn Hamlin |
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121,411 |
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Housing Affiliates, Inc. |
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4,402 |
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Reingle Corp. |
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730 |
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Joseph Tawil |
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2,160 |
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The Lovejoy Trust |
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59,528 |
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The Century Trust |
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59,528 |
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A. Charles Wilson & Betty S. Wilson Trust |
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5,908 |
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Harold & Renee Holland |
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4,320 |
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Irwin Hoffman |
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1,880 |
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Carl & Dolores Wright Revocable Trust |
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2,160 |
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Rouse 1988 Trust |
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2,160 |
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CB Management, L.L.C. |
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2,497 |
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Patriot Partner, L.L.C. |
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87,382 |
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TRC Associates Limited Partnership |
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352,000 |
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43,894,221 |
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1,150,000 |
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1,425,000 |
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2,200,000 |
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2,000,000 |
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352,000 |
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