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 6, 2006 (June 29, 2006)
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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incorporation) |
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File Number) |
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Identification Number) |
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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 June 29, 2006, Corporate Office Properties Trust (the “Registrant”), the General Partner of Corporate Office Properties, L.P. (the “Operating Partnership”), entered into the Twentieth 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 181,097 common units in the Operating Partnership valued at $7.3 million to seven unrelated entities on June 29, 2006 in connection with the acquisition of a property 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
(a) Financial Statements of Businesses Acquired
None
(b) Pro Forma Financial Information
None
(c) Shell Company Transactions
None
(d) Exhibits
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Exhibit Number |
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Exhibit Title |
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10.1 |
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Twentieth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., dated June 29, 2006. |
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 6, 2006
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CORPORATE OFFICE PROPERTIES TRUST |
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By: |
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/s/ Randall M. Griffin |
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Name: |
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Randall M. Griffin |
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Title: |
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President and Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit Number |
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Exhibit Title |
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10.1 |
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Twentieth Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., dated June 29, 2006. |
Exhibit 10.1
TWENTIETH AMENDMENT
TO
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP
AGREEMENT
OF
CORPORATE OFFICE PROPERTIES, L.P.
This Twentieth 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 June 29th, 2006, 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
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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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40,301,869 |
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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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562,767 |
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LBCW Limited Partnership |
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2,831,107 |
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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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20,340 |
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June Y. I. Ito Trust |
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20,335 |
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RP Investments, LLC |
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150,000 |
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Denise J. Liszewski |
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23,333 |
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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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66,000 |
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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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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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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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80,000 |
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National Prostate Cancer Coalition |
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200 |
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John A. Luetkemeyer, Jr. |
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38,954 |
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Eugene H. Schreiber and Richard E. Levine, Trustees U/A Sarah R. Schapiro dated 3/2/76 (Trust 113) |
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38,954 |
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Eugene H. Schreiber and Richard E. Levine, Trustees U/A J. Mark Schapiro dated 3/27/02 f/b/o J.M. Schapiro (Trust 159) |
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10,114 |
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Lawrence G. Rief |
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2,526 |
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Thomas F. Mullan III |
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58,857 |
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Erin L. Mullan |
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9,055 |
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Norman W. Wilder |
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22,637 |
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TRC Associates Limited Partnership |
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352,000 |
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48,896,937 |
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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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