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) February 3, 2011
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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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))
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Item 1.01 |
Entry into a Material Definitive Agreement |
On February 3, 2011, Corporate Office Properties Trust (the “Registrant”), the General Partner of Corporate Office Properties, L.P. (the “Operating Partnership”), entered into the Twenty-Seventh Amendment (the “Amendment”) to the Second Amended and Restated Limited Partnership Agreement (as amended, the “Partnership Agreement”) of Corporate Office Properties, L.P. The Amendment, which is attached hereto as Exhibit 10.1, was entered into in order to update the Partnership Agreement for certain changes in ownership of the Operating Partnership. Other than to reflect such change described above, the Amendment contains no substantive terms.
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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) |
Shell Company Transactions |
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None |
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(d) |
Exhibits |
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Exhibit Number |
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Exhibit Title |
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10.1 |
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Twenty-Seventh Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., dated February 3, 2011. |
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.
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Dated: February 9, 2011 |
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CORPORATE OFFICE PROPERTIES TRUST |
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By: |
/s/ Stephen E. Riffee |
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Name: |
Stephen E. Riffee |
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Title: |
Executive Vice President and |
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Chief Financial Officer |
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Exhibit 10.1
TWENTY-SEVENTH AMENDMENT
TO
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
OF
CORPORATE OFFICE PROPERTIES, L.P.
This Twenty-Seventh 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 February 3, 2011, 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.
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 Maryland Real Estate Investment Trust |
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By: |
/s/ Roger A. Waesche, Jr. |
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Roger A. Waesche, Jr. |
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President |
Exhibit 1 Addendum—27th Amendment
Schedule of Partners
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General Partner |
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Common Units
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Series G
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Series H
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Series I
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Series J
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Series K
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Corporate Office Properties Trust |
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64,610,967 |
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2,200,000 |
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2,000,000 |
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3,390,000 |
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531,667 |
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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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1,395,439 |
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Clay W. Hamlin, III |
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91,592 |
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LBCW Limited Partnership |
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1,331,107 |
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Robert L. Denton |
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348,000 |
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James K. Davis |
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51,589 |
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RP Investments, LLC |
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10,000 |
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Denise J. Liszewski |
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4,433 |
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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. 44 Gateway Associates Limited Partnership |
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1 |
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John Parsinen |
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49,434 |
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M.O.R. Commons Limited Partnership |
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7 |
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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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The Rouse Family Exemption Trust |
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2,160 |
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Lawrence G. Rief |
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2,526 |
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David D. Jenkins |
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262,165 |
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RA & DM, Inc. |
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2,954 |
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Richard Alter |
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43,817 |
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Donald Manekin |
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23,336 |
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William Winstead |
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14,019 |
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Richard Manekin |
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8,988 |
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Robert Manekin |
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8,988 |
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Charles Manekin |
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3,899 |
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Francine Manekin |
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880 |
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Sandye Sirota |
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5,427 |
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Lynn Stern |
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880 |
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Louis LaPenna |
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2,513 |
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Jamie Deutsch |
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22 |
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Kelly Alter |
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22 |
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TRC Associates Limited Partnership |
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352,000 |
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69,008,969 |
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2,200,000 |
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2,000,000 |
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352,000 |
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3,390,000 |
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531,667 |
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