================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 0-20047
CORPORATE OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
MARYLAND 23-2947217
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8815 CENTRE PARK DRIVE, SUITE 400 21045
COLUMBIA, MD
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 730-9092
----------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) (Name of Exchange on Which
Registered)
COMMON SHARE OF BENEFICIAL INTEREST, NEW YORK STOCK EXCHANGE
$0.01 PAR VALUE
SERIES B CUMULATIVE REDEEMABLE
PREFERRED SHARE OF BENEFICIAL INTEREST NEW YORK STOCK EXCHANGE
$0.01 PAR VALUE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the (1) registrant has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $74,850,000 based on the closing price of such Shares on the New
York Stock Exchange on March 14, 2000. At March 14, 2000 17,658,546 shares of
the Registrant's Common Shares of Beneficial Interest, $0.01 par value, were
outstanding.
Portions of the annual shareholder report for the year ended December 31, 1999
are incorporated by reference into Parts I and II of this report and portions of
the proxy statement of the Registrant for its 2000 Annual Meeting of
Shareholders to be filed within 120 days after the end of the fiscal year
covered by this Form 10-K are incorporated by reference into Part III of this
Form 10-K.
================================================================================
Table of Contents
Form 10-K
PART I
ITEM 1. BUSINESS.....................................................................................3
ITEM 2. PROPERTIES...................................................................................9
ITEM 3. LEGAL PROCEEDINGS...........................................................................13
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS........................................13
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.......................14
ITEM 6. SELECTED FINANCIAL DATA TABLE...............................................................14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS...............................................................................14
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..................................14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................................................14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE........................................................................14
PART III
ITEM 10. TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT...........................................14
ITEM 11. EXECUTIVE COMPENSATION......................................................................14
ITEM 12. SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.............................14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............................................14
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.............................14
FORWARD-LOOKING STATEMENTS
This Form 10-K contains "forward-looking" statements, as defined in the
Private Securities Litigation Reform Act of 1995 that are based on our current
expectations, estimates and projections about future events and financial trends
affecting the financial condition of the business. Statements that are not
historical facts, including statements about our beliefs and expectations, are
forward-looking statements. These statements are not guarantees of future
performance, events or results and involve potential risks and uncertainties.
Accordingly, actual results may differ materially. We undertake no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Important facts that may affect these expectations, estimates or
projections include, but are not limited to: our ability to borrow on favorable
terms; general economic and business conditions, which will, among other things
affect office property demand and rents, tenant creditworthiness, interest rates
and financing availability; adverse changes in the real estate markets
including, among other things, competition with other companies; risks of real
estate acquisition and development; governmental actions and initiatives and
environmental requirements.
2
PART I
ITEM 1. BUSINESS
OUR COMPANY
Corporate Office Properties Trust ("COPT") is a fully integrated and
self-managed real estate investment trust ("REIT"). We focus principally on the
ownership, management, leasing, acquisition and development of suburban office
buildings located in select submarkets in the Mid-Atlantic region of the United
States. As of December 31, 1999, we:
- - owned 77 suburban office properties in Maryland, Pennsylvania and New
Jersey containing approximately 5.9 million rentable square feet,
- - owned two retail properties containing approximately 191,000 rentable
square feet,
- - achieved a 97.5% occupancy rate on our properties,
- - had construction underway on five new buildings totaling approximately
407,000 square feet that were 49% pre-leased and redevelopment underway
on a 57,000 square foot existing building that was 100% pre-leased, and
- - owned options to purchase 72 acres of land contiguous to certain of our
office properties from related parties.
We conduct almost all of our operations through our Operating Partnership,
Corporate Office Properties, L.P., a Delaware limited partnership, for which we
are the managing general partner. Our Operating Partnership owns real estate
both directly and through subsidiaries. Interests in our Operating Partnership
are in the form of Common and Preferred Units. As of December 31, 1999, we owned
approximately 60% of the outstanding Common Units and approximately 70% of the
outstanding Preferred Units. The remaining Common and Preferred Units in our
Operating Partnership were owned by third parties, which included certain of our
officers and trustees.
The Operating Partnership also owns the principal economic interest and,
collectively with our Chief Executive Officer and Chief Operating Officer, 49.5%
of the voting stock of Corporate Office Management, Inc. ("COMI"). COMI provides
us with asset management and managerial, financial and legal support. COMI also
has three subsidiaries: Corporate Realty Management, LLC ("CRM"), Corporate
Development Services, LLC ("CDS") and Martin G. Knott and Associates, LLC
("MGK"). CRM manages approximately 16.6 million square feet for us and for third
parties as of December 31, 1999 and also provides corporate facilities
management. CDS provides construction and development services predominantly to
us. MGK provides heating and air conditioning maintenance and repair services.
COMI owns 75% of CRM, 100% of CDS and 80% of MGK.
We believe that we are organized and have operated in a manner that permits
us to satisfy the requirements for taxation as a REIT under the Internal Revenue
Code of 1986, as amended, and we intend to continue to operate in such a manner.
If we qualify for taxation as a REIT, we generally will not be subject to
federal income tax on our taxable income that is distributed to our
shareholders. A REIT is subject to a number of organizational and operational
requirements, including a requirement that it currently distribute to its
shareholders at least 95% of its annual taxable income (excluding net capital
gains).
Our executive offices are located at 8815 Centre Park Drive, Suite 400,
Columbia, MD 21045 and our telephone number is (410) 730-9092.
3
SIGNIFICANT 1999 DEVELOPMENTS
During 1999, we acquired 29 suburban office properties. A summary of these
acquisitions follows (dollars in thousands):
Number
Date of of Total Rentable Initial
Project Name Location Acquisition Buildings Square Feet Cost
- --------------------------------- -------------------- ----------- ----------- -------------- --------
Airport Square XXI Linthicum, MD 2/23/99 1 67,913 $ 6,751
Parkway Crossing Properties Hanover, MD 4/16/99 2 99,026 9,524
Commons Corporate Center (1) Hanover, MD 4/28/99 8 250,413 25,442
Princeton Executive Center Monmouth Junction, NJ 6/24/99 1 61,300 6,020
Gateway Central (2) Harrisburg, PA 8/12/99 3 55,726 5,960
Gateway International (3) Linthicum, MD 11/18/99 2 198,438 24,316
Corporate Gateway Center (4) Harrisburg, PA 12/3/99 9 417,138 40,082
Timonium Business Park Timonium, MD 12/21/99 2 233,623 30,001
Brown's Wharf (5) Baltimore, MD 12/21/99 1 103,670 10,607
(1) Does not include $400 allocated to projects under construction and $50
relating to land under a ground lease.
(2) Acquired 89% ownership interest from an officer and Trustee of ours.
(3) Does not include $1,973 allocated to projects under construction.
(4) Acquired 49% interest on September 15, 1999. Acquired remaining 51%
interest on December 3, 1999.
(5) The Brown's Wharf property was sold on 6/24/99 and then contributed into
the Operating Partnership by the purchaser on 12/21/99 (see Note 4 to the
consolidated financial statements as of and for the year ended December 31,
1999 included in Exhibit 13.1 to this Form 10-K and incorporated by
reference).
During 1999, we also acquired six parcels of land that are contiguous to
certain of our operating properties and a 57,000 square foot warehouse facility
located in South Brunswick, New Jersey that we are redeveloping into office
space.
During 1999, we completed the construction of two office buildings totaling
202,219 square feet. The office buildings are located in Annapolis Junction,
Maryland and Columbia, Maryland. Costs incurred on these properties through
December 31, 1999 totaled $23.2 million. We also completed an expansion project
that increased the rentable square footage of one of our properties by 6,350
square feet. As of December 31, 1999 we had construction underway on five new
buildings and redevelopment underway on an existing building.
We sold nine properties during 1999 for $53.5 million, generating net
proceeds after property level debt repayments, transaction costs and operating
revenue and cost pro rations of $31.2 million. A summary of these sales follows
(dollars in thousands):
Property Date of Total Rentable Sales
Project Name Location Type (1) Sale Square Feet Price
- --------------------- ------------------ -------- ------- -------------- ---------
Cranberry Square Westminster, MD R 1/22/99 139,988 $ 18,900
Delafield Retail Delafield, WI R 2/26/99 52,800 3,303
Indianapolis Retail Indianapolis, IN R 3/09/99 67,541 5,735
Plymouth Retail Plymouth, MN R 3/09/99 67,510 5,465
Glendale Retail Glendale, WI R 5/04/99 36,248 1,900
Peru Retail Peru, IL R 6/16/99 60,232 3,750
Browns Wharf (2) Baltimore, MD O 6/24/99 103,670 10,575
Oconomowoc Retail Oconomowoc, WI R 6/25/99 39,272 2,575
Brandon One Riveria Beach, MD O 12/30/99 38,513 1,260
(1) "R" indicates retail property; "O" indicates office property.
(2) The Brown's Wharf property was sold on 6/24/99 and then contributed into
the Operating Partnership by the purchaser on 12/21/99 (see Note 4 to the
consolidated financial statements as of and for the year ended December 31,
1999 included in Exhibit 13.1 to this Form 10-K and incorporated by
reference).
4
A summary of our significant financing activities during 1999 follows:
- - we completed the sale of 1,250,000 Series B Cumulative Redeemable Preferred
Shares to the public at a price of $25.00 per share,
- - we issued 974,662 Series C Preferred Units in our Operating Partnership
valued at $25.00 per share,
- - we issued 577,251 Common Units in our Operating Partnership,
- - we received $165.2 million from new borrowing arrangements, and
- - we obtained a $50.0 million line of credit with Prudential Securities
Credit Corporation bearing an interest rate of LIBOR plus 1.5% on
outstanding borrowings (no borrowings were made under this loan during
1999).
SUBSEQUENT EVENT
On February 10, 2000, we entered into a $6.9 million construction loan
facility with Summit Bank to finance the redevelopment of a 57,000 square foot
warehouse facility into office space. This loan bears interest at LIBOR plus
1.75%. The loan matures on February 28, 2001 and may be extended for a two-year
period, subject to certain conditions.
OUR OPERATING STRATEGY
Our primary business objectives are to achieve sustainable long-term
growth in funds from operations per share and to maximize long-term shareholder
value. We seek to achieve these objectives by implementing our focused operating
and growth strategies. Key elements of this strategy include:
SUBURBAN OFFICE FOCUS. We focus on the ownership, management, leasing,
acquisition and development of suburban office properties. We believe office
buildings currently offer the strongest fundamentals of any real estate property
type, and suburban office properties offer us very attractive investment
opportunities. The three key factors driving the strong fundamentals of suburban
office properties are (i) increasing rental rates, (ii) low vacancy rates, and
(iii) a limited supply of new office product. Additionally, we believe that many
companies are relocating to, and expanding in, suburban locations because of
total lower costs, proximity to residential housing and better quality of life.
GEOGRAPHIC AND SUBMARKET FOCUS. We focus on operating in select,
demographically strong and growing markets, within the Mid-Atlantic region of
the United States, where we believe we can achieve the critical mass necessary
to maximize management efficiencies, operating synergies, tenant services and
competitive advantages through our acquisition, property management and
development programs. By focusing within specific submarkets where our
management has extensive experience and market knowledge, we believe we can
achieve submarket prominence that will lead to better operating results.
OFFICE PARK FOCUS. We focus on owning and operating properties located in
established suburban corporate office parks. We believe the suburban office park
environment generally attracts longer-term tenants, including high-quality
corporations seeking to attract and retain quality work forces, because these
parks are typically situated along major transportation routes with easy access
to support services, amenities and residential communities.
CORPORATE TENANTS. We focus on leasing to large, high-quality corporations
with significant space requirements. To enhance the stability of our cash flow,
we typically structure our leases with terms ranging from three to ten years. We
believe this strategy enables us to establish long-term relationships with
quality tenants and, coupled with our geographic and submarket focus, enhances
our ability to become the low-cost provider and the landlord of choice in our
targeted markets.
ACQUISITION STRATEGIES. We actively pursue the acquisition of suburban
office properties through our three-part acquisition strategy. This strategy
includes targeting: (i) entity acquisitions of significant portfolios along with
their management to establish prominent ownership positions in new submarkets
and enhance our management infrastructure and local expertise, (ii) portfolio
purchases to enhance our existing submarket positions as well as enter selective
new
5
submarkets, and (iii) opportunistic acquisitions of individual properties in our
existing submarkets. We seek to make acquisitions at attractive yields and below
replacement costs. We also look at each acquisition for opportunities to
reposition the properties and achieve rental increases through re-leasing
activities.
PROPERTY DEVELOPMENT STRATEGIES. We balance our acquisition program through
selective development and expansion of suburban office properties when market
conditions and leasing opportunities support favorable risk-adjusted returns. We
pursue development opportunities principally in response to the needs of
existing and prospective new tenants. We develop sites that are in close
proximity to our existing properties. We believe developing such sites enhances
our ability to effectively meet tenant needs and efficiently provide critical
tenant services.
THIRD PARTY MANAGEMENT. In addition to operating and leasing our portfolio,
we provide, through CRM, property management and a full-range of fee-based
services to a wide variety of institutional owners. We believe this activity
provides us with an additional source of stable income and gives us competitive
advantages. These advantages include enhanced tenant satisfaction and property
performance and lead to potential tenant expansions, acquisitions and
build-to-suit development opportunities. Additionally, we believe CRM's
established infrastructure has the capacity to support a larger asset base and
will enhance our ability to expand our portfolio in existing and new submarkets
without significantly increasing our overhead.
TENANT SERVICES. Our investment through COMI in CRM, CDS and MGK has played
a vital role in maintaining our high levels of tenant satisfaction and
retention. We believe that further expanding our tenant service capabilities
will continue to contribute positively to the operations of our properties and
become an additional source of revenue and earnings. During 2000, CRM acquired
100% of the interests in Corporate Realty Advisors, an entity that provides
lease audit services. Other services we expect to begin providing in 2000
include energy management and concierge services.
INTERNAL GROWTH STRATEGIES. We aggressively manage our portfolio to
maximize the operating performance of each property through: (i) proactive
property management and leasing, (ii) achieving operating efficiencies through
increasing economies of scale, (iii) renewing tenant leases and re-tenanting at
increased rents where market conditions permit, and (iv) expanding our third
party property management business and other tenant and real estate service
capabilities. These strategies are designed to promote tenant satisfaction,
resulting in tenant retention and the attraction of new tenants.
FINANCING POLICY
We pursue a capitalization strategy aimed at maintaining a flexible capital
structure in order to facilitate consistent growth and performance through all
real estate and economic market conditions. Key components of our policy
include:
DEBT STRATEGY. We primarily utilize property-level mortgage debt as opposed
to corporate unsecured debt. We believe the commercial mortgage debt market is a
more mature and generally more stable market for real estate companies, which
provides us with greater access to capital on a more consistent basis and,
generally, on more favorable terms. Additionally, we seek to utilize long-term,
fixed rate debt which we believe enhances the stability of our cash flow. On a
consolidated basis, we seek to maintain a minimum debt service coverage ratio of
1.6 to 1.0, which we believe is generally consistent with the current minimum
investment grade requirement for mortgages securing commercial real estate. We
believe this ratio is appropriate for a seasoned portfolio of suburban office
properties.
EQUITY STRATEGY. We seek to maximize the benefits of our Operating
Partnership organizational structure by emphasizing the issuance of our
Operating Partnership units as an equity source to finance our property
acquisition program. This strategy provides prospective property sellers the
ability to defer taxable gains by receiving our units in lieu of cash and
reduces the need for us to access the equity and debt markets.
MORTGAGE LOANS PAYABLE
For information relating to future maturities of our mortgage loans
payable, you should refer to the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and Note 7 to the Consolidated
Financial Statements included in Exhibit 13.1 to this Form 10-K which is
incorporated herein by reference.
6
INDUSTRY SEGMENTS
We have five segments: Baltimore/Washington Corridor office, Greater
Philadelphia office, Northern/Central New Jersey office, Greater Harrisburg
office and retail. For information relating to these segments, you should refer
to Note 13 of our Consolidated Financial Statements included in Exhibit 13.1 to
this Form 10-K which is incorporated herein by reference.
EMPLOYEES
We, together with COMI and its subsidiaries, employed 149 persons as of
December 31, 1999.
COMPETITION
The commercial real estate market is highly competitive. Numerous
commercial properties compete for tenants with our properties and our
competitors are building additional properties in the markets in which our
properties are located. Some of these competing properties may be newer or have
more desirable locations than our properties. If the market does not absorb
newly constructed space, market vacancies will increase and market rents may
decline. As a result, we may have difficulty leasing space at our properties and
may be forced to lower the rents we charge on leases to compete effectively.
We also compete for the purchase of commercial property with many entities,
including other publicly-traded commercial REITs. Many of our competitors have
substantially greater financial resources than ours. In addition, our
competitors may be willing to accept lower returns on their investments. If our
competitors prevent us from buying the amount of properties that we have
targeted for acquisition, we may not be able to meet our property acquisition
and development goals.
MAJOR TENANTS
As of December 31, 1999, ten tenants accounted for 45.0% of our annualized
office rents. Two of these tenants accounted for approximately 23.3% of our
total annualized office rents. Our largest tenant is the United States Federal
government, two agencies of which lease space in 13 of our office properties.
These leases represented approximately 15.5% of our total annualized office
rents as of December 31, 1999. Generally, these government leases provide for
one-year terms or provide for termination rights. The government may terminate
its leases if, among other reasons, the Congress of the United States fails to
provide funding. The Congress of the United States has appropriated funds for
these leases through September of 2000. The second largest tenant, Unisys
Corporation, represented 7.8% of our annualized office rents as of December 31,
1999 and 16.9% of our 1999 net operating income since Unisys pays all of its
property operating expenses directly. Unisys occupies space in three of our
office properties. If either the Federal government or Unisys fails to make
rental payments to us, or if the Federal government elects to terminate several
of its leases and the space cannot be re-leased on satisfactory terms, our
financial performance and ability to make expected distributions to shareholders
would be materially adversely affected.
GEOGRAPHICAL CONCENTRATION
All of our office properties are located in the Mid-Atlantic region of the
United States, and 56.4% of our total revenues for the year ended December 31,
1999 was earned from our office properties located in the Baltimore/Washington
Corridor. Consequently, we do not have a broad geographical distribution of our
properties. As a result, a decline in the real estate market or economic
conditions generally in the Mid-Atlantic region could have a material adverse
affect on our operations.
DEVELOPMENT AND CONSTRUCTION ACTIVITIES
Although the majority of our investments are in currently leased
properties, to a lesser extent we also develop properties, including some which
are not fully pre-leased. When we develop properties, we run the risks that
development costs will exceed our budgets, that we will experience construction
and development delays and that project leasing will not occur.
7
ENVIRONMENTAL MATTERS
We are subject to various Federal, state and local environmental laws.
These laws can impose liability on property owners or operators for the costs of
removal or remediation of certain hazardous substances released on a property,
even if the property owner was not responsible for the release of the hazardous
substances. The presence of hazardous substances on our properties may adversely
affect occupancy and our ability to sell or borrow against those properties. In
addition to the costs of government claims under environmental laws, private
plaintiffs may bring claims for personal injury or similar reasons. Various laws
also impose liability for the costs of removal or remediation of hazardous
substances at the disposal or treatment facility. Anyone who arranges for the
disposal or treatment of hazardous substances at such a facility is potentially
liable under such laws. These laws often impose liability whether or not the
facility is or ever was owned or operated by such person.
8
ITEM 2. PROPERTIES
The following table provides certain information about our office
properties as of December 31, 1999:
Total Rental
Percentage Percentage Revenue per
Year Occupied Total of Total Occupied
Built/ Rentable as of Rental Rental Square Feet Major Tenants
Property Location Renovated Square Feet 12/31/99(1) Revenue(2) Revenue (3) (4) (10% or more Rentable Sq. Ft.)
- ------------------------------------------------------------------------------------------------------------------------------------
BALTIMORE/WASHINGTON CORRIDOR:
ANNAPOLIS JUNCTION, MD
2730 Hercules Road 1990 240,336 100.00% $4,604,196 4.98% $19.16 U.S. Department of Defense (100%)
134 National
Business Pkwy 1999 93,482 100.00% 1,834,249 1.98% 19.62 Booz Allen Hamilton (74%)
Ameritrade Holding
Corporation (26%)
133 National
Business Pkwy 1997 88,666 100.00% 1,737,667 1.87% 19.60 e.spire Communications (67%)
Applied Signal Technology (33%)
141 National
Business Pkwy 1990 86,964 98.42% 1,508,830 1.63% 17.63 ITT Industries (46%)
J.G. Van Dyke & Associates (20%)
Harris Data Services Corp (14%)
135 National
Business Pkwy 1998 86,863 95.41% 1,566,286 1.69% 18.90 Credit Management Solutions (82%)
131 National
Business Pkwy 1990 68,906 98.26% 1,275,170 1.38% 18.83 TASC (36%)
e.spire Communications (35%)
U.S. Department of Defense (15%)
Intel Corporation (12%)
LINTHICUM, MD
1306 Concourse Drive 1990 113,831 97.46% 2,218,864 2.39% 20.00 PricewaterhouseCoopers (33%)
AT&T Local Services (26%)
Quest Communications (13%)
900 Elkridge Landing
Road 1982 97,139 100.00% 1,682,665 1.81% 17.32 First Annapolis Consulting (51%)
Booz Allen Hamilton (38%)
1199 Winterson Road 1988 96,636 100.00% 1,534,245 1.65% 15.88 U.S. Department of Defense (100%)
1302 Concourse Drive 1996 84,607 86.41% 1,422,386 1.53% 19.46 AETNA US Healthcare (20%)
Lucent Technologies (19%)
881 Elkridge Landing
Road 1986 73,572 100.00% 866,280 0.93% 11.77 U.S. Department of Defense (100%)
1099 Winterson Road 1988 70,569 100.00% 1,139,244 1.23% 16.14 Preferred Health Network (63%)
1190 Winterson Road 1987 68,567 100.00% 1,148,775 1.24% 16.75 Chesapeake Appraisal (58%)
U.S. Department of Defense (15%)
Motorola (14%)
849 International
Drive 1988 67,976 98.41% 1,158,983 1.25% 17.33 EMC Corporation (13%)
Coca Cola Bottling (11%)
U.S. Department of Defense (11%)
1201 Winterson Road 1985 67,903 100.00% 684,107 0.74% 10.07 Ciena Corporation (100%)
911 Elkridge Landing
Road 1985 67,806 100.00% 1,104,649 1.19% 16.29 U.S. Department of Defense (79%)
Nationwide Mutual Insurance (21%)
930 International
Drive 1986 57,140 100.00% 626,072 0.68% 10.96 Ciena Corporation (100%)
900 International
Drive 1986 57,140 100.00% 632,398 0.68% 11.07 Ciena Corporation (100%)
921 Elkridge Landing
Road 1983 54,057 100.00% 861,935 0.93% 15.94 Aerotek (100%)
939 Elkridge Landing
Road 1983 51,953 100.00% 796,952 0.86% 15.34 Agency Holding (68%)
U.S. Department of Defense (24%)
800 International
Drive 1988 50,612 100.00% 736,150 0.79% 14.54 Ciena Corporation (100%)
COLUMBIA, MD
7200 Riverwood Drive 1986 160,000 100.00% 2,770,640 2.99% 17.32 U.S. Department of Defense (100%)
6940 Columbia
Gateway Drive 1999 108,737 60.51% 1,428,314 1.54% 21.71 Magellan Behavioral Health (26%)
Remedy Corporation (14%)
Reliance Insurance (13%)
6950 Columbia
Gateway Drive 1998 107,778 100.00% 2,214,159 2.39% 20.54 Magellan Behavioral Health (100%)
6740 Alexander Bell
Drive 1989/1992 59,569 100.00% 1,355,651 1.46% 22.76 Johns Hopkins University (70%)
Amtel Corporation (16%)
Sky Alland Research (13%)
8815 Centre Park
Drive 1987 53,635 100.00% 1,079,595 1.16% 20.13 Corporate Office Management (25%)
9
Total Rental
Percentage Percentage Revenue per
Year Occupied Total of Total Occupied
Built/ Rentable as of Rental Rental Square Feet Major Tenants
Property Location Renovated Square Feet 12/31/99(1) Revenue(2) Revenue (3) (4) (10% or more Rentable Sq. Ft.)
- ------------------------------------------------------------------------------------------------------------------------------------
Lipman, Frizzel & Mitchell (16%)
Reap/REMAX (16%)
Corporate Realty Management, LLC(13%)
H.C. Copeland Associates (10%)
6716 Alexander Bell
Drive 1989/1992 51,980 91.18% 827,504 0.89% 17.46 Sun Microsystems (87%)
6760 Alexander Bell
Drive 1989/1992 37,248 100.00% 713,441 0.77% 19.15 Cadence Design Systems (65%)
HANOVER, MD
7467 Ridge Road 1990 73,773 100.00% 1,532,909 1.65% 20.78 Travelers Casualty and Surety (55%)
7318 Parkway Drive 1984 59,204 100.00% 632,627 0.68% 10.69 U.S. Department of Defense (100%)
1340 Ashton Road 1989 46,400 100.00% 595,351 0.64% 12.83 Lockheed Martin Corporation (100%)
7321 Parkway Drive 1984 39,822 100.00% 657,063 0.71% 16.50 U.S. Department of Defense (100%)
1334 Ashton Road 1989 37,565 96.77% 557,687 0.60% 15.34 Science Applications International
Corp. (60%)
Merrill Corporation (37%)
1331 Ashton Road 1989 29,936 100.00% 388,490 0.42% 12.98 Booz Allen Hamilton (71%)
Aerosol Monitoring (29%)
1350 Dorsey Road 1989 20,021 90.16% 253,713 0.27% 14.06 Aerotek (23%)
Noodles (14%)
Hunan Pagoda (12%)
Electronic System (11%)
1344 Ashton Road 1989 16,865 100.00% 334,004 0.36% 19.80 Titan Systems (28%)
Student Travel Services (23%)
AMP Corporation (16%)
Jani - King of Baltimore (14%)
Citizens National Bank (12%)
1341 Ashton Road 1989 15,825 70.87% 114,484 0.12% 10.21 Supertots Childcare (71%)
1343 Ashton Road 1989 9,962 100.00% 120,753 0.13% 12.12 Nauticus Corporation (100%)
Pepsi-Cola Bottling (17%)
LAUREL, MD
14502 Greenview Drive 1988 71,873 100.00% 1,239,028 1.34% 17.24 Sky Alland Research (26%)
Greenman-Pedersen (15%)
14504 Greenview Drive 1985 69,194 88.39% 1,058,220 1.14% 17.30 Great West Life & Annuity (17%)
Laurel Consulting Group (16%)
Moore USA (11%)
TIMONIUM, MD
375 W. Padonia Road 1986 100,804 100.00% 1,579,559 1.70% 15.67 Deutsche Bank Alex. Brown (84%)
9690 Deerco Road 1988 132,819 91.10% 2,483,260 2.68% 20.52 Fireman's Fund Insurance (22%)
AirTouch Paging of Virginia (12%)
OXON HILL, MD
6009-6011 Oxon Hill
Road 1990 181,236 100.00% 3,497,148 3.78% 19.30 U.S. Department of Treasury (47%)
Constellation Real Estate (22%)
BALTIMORE, MD
1615 - 1629 Thames
Street 1989 103,670 100.00% 1,655,549 1.79% 15.97 Johns Hopkins University (37%)
--------- --------- ----------- ------- -------
Lista's (14%)
Total Baltimore/Washington
Corridor 3,332,641 97.08% $56,229,252 60.64% $17.38
--------- --------- ----------- ------- -------
Greater Philadelphia:
BLUE BELL, PA
753 Jolly Road 1960/92-94 419,472 100.00% $3,572,761 3.85% $ 8.52 Unisys (100%)
785 Jolly Road 1970/1996 219,065 100.00% 2,618,611 2.82% 11.95 Unisys with 100% sublease to Merck
760 Jolly Road 1974/1994 208,854 100.00% 2,150,891 2.32% 10.30 Unisys (100%)
751 Jolly Road 1960/92-94 112,958 100.00% 962,095 1.04% 8.52 Unisys (100%)
--------- --------- ----------- ------- -------
Total Greater
Philadelphia 960,349 100.00% $9,304,358 10.03% $ 9.69
--------- --------- ----------- ------- -------
10
Total Rental
Percentage Percentage Revenue per
Year Occupied Total of Total Occupied
Built/ Rentable as of Rental Rental Square Feet Major Tenants
Property Location Renovated Square Feet 12/31/99(1) Revenue(2) Revenue (3) (4) (10% or more Rentable Sq. Ft.)
- ------------------------------------------------------------------------------------------------------------------------------------
GREATER HARRISBURG:
HARRISBURG, PA
2605 Interstate Drive 1990 84,268 100.00% $1,200,468 1.30% $14.25 Commonwealth of Pennsylvania (56%)
Health Central (32%)
6345 Flank Drive 1989 69,443 100.00% 905,718 0.99% 13.04 Allstate Insurance (30%)
First Health Services (24%)
LWN Enterprises (15%)
Coventry Health Care (13%)
6340 Flank Drive 1988 68,200 100.00% 690,578 0.74% 10.13 Lancaster Lebanon (73%)
Merkert Enterprises (27%)
2601 Market Place 1989 67,753 100.00% 1,190,262 1.28% 17.57 Penn State Geisinger Systems (36%)
Ernst & Young LLP (26%)
Texas Eastern Pipeline
Company (26%)
5035 Ritter Road 1988 56,556 100.00% 710,352 0.77% 12.56 Commonwealth of Pennsylvania (82%)
6400 Flank Drive 1992 52,439 100.00% 743,503 0.80% 14.18 PA Coalition Against Violence (51%)
REM Organization (27%)
Mellon Bank (16%)
6360 Flank Drive 1988 46,500 100.00% 634,091 0.68% 13.64 Ikon Office Solutions (20%)
Health Spectrum Medical (15%)
Sentage / Muth & Mumma (15%)
Computer Applications (15%)
First Industrial Realty Trust (12%)
6385 Flank Drive 1995 32,800 100.00% 421,094 0.45% 12.84 Cowles Enthusiast Media (34%)
Orion Capital Companies (26%)
Pitney Bowes (21%)
Orion Consulting (11%)
5070 Ritter Road -
Building A 1989 32,000 100.00% 466,700 0.50% 14.58 Maryland Casualty Company (100%)
6405 Flank Drive 1991 32,000 100.00% 433,156 0.47% 13.54 Cowles Enthusiast Media (100%)
6380 Flank Drive 1991 32,000 87.50% 388,691 0.42% 13.88 McCormick, Taylor &
Associates (21%)
Myers & Stauffer (17%)
Critical Care System (13%)
SV Research (12%)
5070 Ritter Road - Coram (10%)
Building B 1989 28,000 81.09% 258,284 0.28% 11.38 Vale National Training Center (63%)
Pennsylvania Trauma System
Foundation (18%)
95 Shannon Road 1999 21,976 100.00% 282,071 0.30% 12.84 New World Pasta (100%)
75 Shannon Road 1999 20,887 81.45% 222,609 0.24% 13.09 McCormick, Taylor & Associates (81%)
85 Shannon Road 1999 12,863 100.00% 165,102 0.18% 12.84 New World Pasta (100%)
--------- --------- ----------- ------- -------
Total Greater
Harrisburg 657,685 98.00% $8,712,679 9.40% $13.52
--------- --------- ----------- ------- -------
Northern/Central New Jersey:
SOUTH BRUNSICK, NJ
431 Ridge Road 1958/1998 170,000 100.00% $3,369,678 3.64% $19.82 IBM with 84% sublease to AT&T Local
429 Ridge Road 1966/1996 142,385 100.00% 2,762,313 2.98% 19.40 AT&T Local Services (100%)
437 Ridge Road 1962/1996 30,000 100.00% 559,344 0.60% 18.64 IBM with 100% sublease to AT&T Local
(100%)
CRANBURY, NJ
19 Commerce 1989 65,277 100.00% 1,304,572 1.41% 19.99 The Associated Press (100%)
104 Interchange Plaza 1990 47,142 100.00% 1,046,886 1.13% 22.21 Turner Construction Company (24%)
Utica Mutual Insurance
Company (15%)
Laborer's International Union (13%)
Lanier Worldwide (12%)
Somerset Real Estate
Management (10%)
101 Interchange Plaza 1985 44,185 87.47% 874,400 0.94% 22.63 Ford Motor Credit Company (21%)
Arquest (16%)
Middlesex County Improvement Authority
11
Total Rental
Percentage Percentage Revenue per
Year Occupied Total of Total Occupied
Built/ Rentable as of Rental Rental Square Feet Major Tenants
Property Location Renovated Square Feet 12/31/99(1) Revenue(2) Revenue (3) (4) (10% or more Rentable Sq. Ft.)
- ------------------------------------------------------------------------------------------------------------------------------------
(13%)
Trans Union Corporation (11%)
47 Commerce 1992/1998 41,398 100.00% 483,603 0.52% 11.68 Somfy Systems (100%)
3 Centre Drive 1987 20,436 100.00% 372,219 0.40% 18.21 Matrix Development Group (100%)
7 Centre Drive 1989 19,466 100.00% 401,020 0.43% 20.60 Paradise Software (22%)
System Freight (17%)
Compugen (12%)
8 Centre Drive 1986 16,199 100.00% 348,249 0.38% 21.50 AON Risk Services (100%)
2 Centre Drive 1989 16,132 100.00% 418,438 0.45% 25.94 Summit Bancorp (100%)
FAIRFIELD, NJ
695 Route 46 1990 158,348 83.59% 2,528,021 2.73% 19.10 Pearson (22%)
United Healthcare Services (15%)
The Museum Company (12%)
Dean Witter Reynolds (12%)
710 Route 46 1985 101,791 94.28% 1,745,021 1.88% 18.18 Midsco (19%)
Radian International, LLC (12%)
Continental Casualty (12%)
Lincoln Financial Group (11%)
MONMOUTH, NJ
4301 Route 1 1986 61,300 100.00% 1,176,212 1.27% 19.19 Guest Supply (38%)
---------- --------- ----------- ------- -------
eCOM Server (16%)
Ikon Office Solutions (16%)
Total Northern/Central New
Jersey 934,059 96.00% $17,389,976 18.76% $19.39
---------- --------- ----------- ------- -------
TOTAL OFFICE PROPERTIES 5,884,734 97.49% $91,636,265 98.83% $15.97
---------- --------- ----------- ------- -------
(1) This percentage is based upon all occupied space as of December 31,
1999.
(2) Total rental revenue is the monthly contractual base rent as of December
31, 1999 multiplied by 12 plus the estimated annualized expense
reimbursements under existing leases.
(3) This percentage represents the individual property's rental revenue to
our total rental revenue as of December 31, 1999.
(4) This total rent per occupied square foot is the property's total rental
revenue divided by that property's occupied square feet as of December
31, 1999.
The following table provides certain information about our retail properties as
of December 31, 1999:
Total Rental
Year Rentable Percentage Percentage of Revenue per
Built/ Square Occupied as Total Rental Total Rental Occupied Major Tenants
Property Location Renovated Feet of 12/31/99(1) Revenue(2) Revenue (3) Square Feet (4) (10% or more Rentable Sq. Ft.)
- ------------------------------------------------------------------------------------------------------------------------------------
EASTON, MD
322 Marlboro Street 1977/1997 145,203 95.69% $771,626 0.83% $5.55 Acme Markets (34%)
Peebles (24%)
MINOT, ND
2100 S. Broadway 1993 46,134 100.00% 312,211 0.34% 6.77 Nash-Finch Company (100%)
--------- ------- ----------- ------- -------
TOTAL RETAIL PROPERTIES 191,337 96.73% $1,083,837 1.17% $5.86
--------- ------- ----------- ------- -------
GRAND TOTAL 6,076,071 $92,720,102 100.00%
========= =========== =======
(1) This percentage is based upon all leases signed and tenants occupying as
of December 31, 1999.
(2) Total rental revenue is the monthly contractual base rent as of December
31, 1999 multiplied by 12 plus the estimated annualized expense
reimbursements under existing leases.
(3) This percentage represents the individual property's rental revenue to
our total rental revenue as of December 31, 1999.
(4) This total rent per occupied square foot is the property's total rental
revenue divided by that property's occupied square feet as of December
31, 1999.
12
The following table provides a summary schedule of the lease expirations
for leases in place as of December 31, 1999, assuming that none of the tenants
exercise renewal options (dollars in thousands, except per square foot amounts):
OFFICE AND RETAIL LEASE EXPIRATION ANALYSIS BY YEAR
Percentage Total Rental
Square (1) of Total Revenue of
Number Footage Percentage of Total Rental Rental Expiring Leases
Year of of Leases of Leases Total Occupied Revenue of Revenue per Occupied
Expiration (2) Expiring Expiring Square Feet Expiring Leases Expiring Square Foot
- --------------------------------------------------------------------------------------------------------------------------
2000 106 772,476 13.0% $13,576 14.64% $17.57
2001 70 589,401 10.0% 8,687 9.37% 14.74
2002 76 888,996 15.0% 14,292 15.41% 16.08
2003 69 763,862 12.9% 13,490 14.55% 17.66
2004 53 577,316 9.7% 10,374 11.19% 17.97
2005 10 154,483 2.6% 2,640 2.85% 17.09
2006 6 199,118 3.4% 3,122 3.37% 15.68
2007 6 171,499 2.9% 2,516 2.71% 14.67
2008 11 569,186 9.6% 10,633 11.47% 18.68
2009 11 1,189,625 20.1% 13,078 14.10% 10.99
2010 0 -- 0.0% -- 0.00% 0.00
2011 0 -- 0.0% -- 0.00% 0.00
2012 0 -- 0.0% -- 0.00% 0.00
2013 0 -- 0.0% -- 0.00% 0.00
2014 1 46,134 0.8% 312 0.34% 6.77
------- --------- -------- -------- --------
Total/Weighted Avg. 419 5,922,096 100.0% $92,720 100.00% $16.14
======= ========= ======== ======== ========
(1) Total rental revenue is the monthly contractual base rent as of December 31,
1999 multiplied by 12 plus the estimated annualized expense reimbursements
under existing leases.
(2) Many of our government leases are subject to certain early termination
provisions which are customary to government leases. The year of lease
expiration was computed assuming no exercise of such early terminations.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any material litigation nor, to our
knowledge, is any material litigation currently threatened against the Company
(other than routine litigation arising in the ordinary course of business,
substantially all of which is expected to be covered by liability insurance).
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our security holders during the
fourth quarter of 1999.
13
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Information for this item is incorporated herein by reference to the
section of Exhibit 13.1 entitled "Market for Registrant's Common Equity and
Related Shareholder Matters".
On December 21, 1999, we issued 974,662 Series C Preferred Units in our
Operating Partnership in connection with a property acquisition. The issuance of
these units is exempt from registration under Section 4 (2) of the Securities
Act of 1933, as amended. These units are convertible, subject to certain
restrictions, commencing December 21, 2000 into Common Units in the Operating
Partnership on the basis of 2.381 Common Units for each Series C Preferred Unit,
plus any accrued return. The Common Units would then be exchangeable for Common
Shares, subject to certain conditions.
ITEM 6. SELECTED FINANCIAL DATA
Information for this item is incorporated herein by reference to the
section of Exhibit 13.1 to this Form 10-K entitled "Selected Financial Data".
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Information for this item is incorporated herein by reference to the
section of Exhibit 13.1 to this Form 10-K entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information for this section is incorporated herein by reference to the
section of Exhibit 13.1 to this Form 10-K entitled "Quantitative and Qualitative
Disclosures about Market Risk".
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information for this section is incorporated herein by reference to the
Section of Exhibit 13.1 to this Form 10-K beginning on Page 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10, 11, 12 & 13. TRUSTEES AND EXECUTIVE OFFICERS OF THE REGISTRANT,
EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For the information required by Item 10, Item 11, Item 12 and Item 13, you
should refer to our definitive proxy statement relating to the 2000 Annual
Meeting of our Shareholders to be filed with the Securities and Exchange
Commission no later than 120 days after the end of the fiscal year covered by
this Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as exhibits to this Form 10-K:
14
1. FINANCIAL STATEMENTS. Audited consolidated balance sheets as of
December 31, 1999 and 1998, and the related consolidated statements of
operations, of shareholders' equity, and of cash flows for each of the
three years in the period ended December 31, 1999 are included in
Exhibit 13.1 to this Form 10-K and are incorporated by reference.
2. FINANCIAL STATEMENT SCHEDULE. Audited Schedule III - Real Estate and
Accumulated Depreciation is included in Exhibit 13.2 to this Form 10-K
and is incorporated by reference.
(b) We filed no Current Reports on Form 8-K in the last quarter of the year
ended December 31, 1999.
(c) EXHIBITS. Refer to the Exhibit Index that follows.
EXHIBIT
NO. DESCRIPTION
------------- ----------------------------------------------------------
2.1 Agreement and Plan of Merger, dated January 31, 1998,
among the Registrant, the Maryland Company and the Company
(filed with the Trust's Registration Statement on Form S-4
(Commission File No. 333-45649) and incorporated herein by
reference).
2.2 Assignment of Partnership Interests, dated April 30, 1998,
between Airport Square Limited Partnership, Airport Square
Corporation, Camp Meade Corporation and COPT Airport
Square One LLC and COPT Airport Square Two LLC. (filed
with the Company's Current Report on Form 8-K on May 14,
1998 and incorporated herein by reference).
2.3 Assignment of Purchase and Sale Agreement, dated April 30,
1998, between Aetna Life Insurance Company and the
Operating Partnership. (filed with the Company's Current
Report on Form 8-K on May 14, 1998 and incorporated herein
by reference).
2.4 Assignment of Loan Purchase and Sale Agreement, dated
April 30, 1998, between Constellation Real Estate, Inc.
and the Operating Partnership. (filed with the Company's
Current Report on Form 8-K on May 14, 1998 and
incorporated herein by reference).
2.5 Purchase and Sale Agreement, dated April 1, 1998, between
Aetna Life Insurance Company and Airport Square Limited
Partnership (filed with the Company's Current Report on
Form 8-K on May 14, 1998 and incorporated herein by
reference).
2.6.1 Loan Purchase and Sale Agreement, dated March 13, 1998,
between Aetna Life Insurance Company and Constellation
Real Estate, Inc. (filed with the Company's Current Report
on Form 8-K on May 14, 1998 and incorporated herein by
reference).
2.6.2 Amendment to Loan Purchase and Sale Agreement, dated April
16, 1998, between Aetna Life Insurance Company and
Constellation Real Estate, Inc. (filed with the Company's
Current Report on Form 8-K on May 14, 1998 and
incorporated herein by reference).
2.7.1 Purchase and Sale Agreement, dated March 4, 1998, between
695 Rt. 46 Realty, LLC, 710 Rt. 46 Realty, LLC and COPT
Acquisitions, Inc. (filed with the Company's Current
Report on Form 8-K on June 10, 1998 and incorporated
herein by reference).
2.7.2 Letter Amendment to Purchase and Sale Agreement, dated
March 26, 1998, between 695 Rt. 46 Realty, LLC, 710 Rt. 46
Realty, LLC and COPT Acquisitions, Inc. (filed with the
Company's Current Report on Form 8-K on June 10, 1998 and
incorporated herein by reference).
2.8.1 Contribution Agreement between the Company and the
Operating Partnership and certain Constellation affiliates
(filed as Exhibit A of the Company's Schedule 14A
Information on
15
EXHIBIT
NO. DESCRIPTION
------------- ----------------------------------------------------------
June 26, 1998 and incorporated herein by reference).
2.8.2 First Amendment to Contribution Agreement, dated July 16,
1998, between Constellation Properties, Inc. and certain
entities controlled by Constellation Properties, Inc.
(filed with the Company's Current Report on Form 8-K on
October 13, 1998 and incorporated herein by reference).
2.8.3 Second Amendment to Contribution Agreement, dated
September 28, 1998, between Constellation Properties, Inc.
and certain entities controlled by Constellation
Properties, Inc. (filed with the Company's Current Report
on Form 8-K on October 13, 1998 and incorporated herein by
reference).
2.9 Service Company Asset Contribution Agreement between the
Company and the Operating Partnership and certain
Constellation affiliates (filed as Exhibit B of the
Company's Schedule 14A Information on June 26, 1998 and
incorporated herein by reference).
2.10.1 Option Agreement, dated May 14, 1998, between the
Operating Partnership and NBP-III, LLC (a Constellation
affiliate) (filed as Exhibit C of the Company's Schedule
14A Information on June 26, 1998 and incorporated herein
by reference).
2.10.2 First Amendment to Option Agreement, dated June 22, 1998,
between the Operating Partnership and NBP-III, LLC (a
Constellation affiliate) (filed as Exhibit E of the
Company's Schedule 14A Information on June 26, 1998 and
incorporated herein by reference).
2.11.1 Option Agreement, dated May 14, 1998, between the
Operating Partnership and Constellation Gatespring II, LLC
(a Constellation affiliate) (filed as Exhibit D of the
Company's Schedule 14A Information on June 26, 1998 and
incorporated herein by reference).
2.11.2 First Amendment to Option Agreement, dated June 22, 1998,
between the Operating Partnership and Constellation
Gatespring II, LLC (a Constellation affiliate) (filed as
Exhibit F of the Company's Schedule 14A Information on
June 26, 1998 and incorporated herein by reference).
2.12 Option Agreement, dated September 28, 1998, between Jolly
Acres Limited Partnership, Arbitrage Land Limited
Partnership and the Operating Partnership (filed with the
Company's Current Report on Form 8-K on October 13, 1998
and incorporated herein by reference).
2.13 Right of First Refusal Agreement, dated September 28,
1998, between Constellation Properties, Inc. and the
Operating Partnership (filed with the Company's Current
Report on Form 8-K on October 13, 1998 and incorporated
herein by reference).
2.14 Right of First Refusal Agreement, dated September 28,
1998, between 257 Oxon, LLC and the Operating Partnership
(filed with the Company's Current Report on Form 8-K on
October 13, 1998 and incorporated herein by reference).
2.15 Contribution Agreement, dated September 30, 1998, between
COPT Acquisitions, Inc. and M.O.R. XXIX Associates Limited
Partnership (filed with the Company's Current Report on
Form 8-K on October 28, 1998 and incorporated herein by
reference).
16
EXHIBIT
NO. DESCRIPTION
------------- ----------------------------------------------------------
2.16 Purchase and Sale Agreement, dated September 30, 1998,
between New England Life Pension Properties II: A Real
Estate Limited Partnership and COPT Acquisitions, Inc.
(filed with the Company's Current Report on Form 8-K on
October 28, 1998 and incorporated herein by reference).
2.17.1 Sale-Purchase Agreement, dated August 20, 1998 between
South Middlesex Industrial Park Associates, L.P. and SM
Monroe Associates and COPT Acquisitions, Inc. (filed with
the Company's Current Report on Form 8-K on October 28,
1998 and incorporated herein by reference).
2.17.2 First Amendment to Sale-Purchase Agreement, dated October
30, 1998, between South Middlesex Industrial Park
Associates, L.P. and SM Monroe Associates, L.P. and COPT
Acquisitions, Inc. (filed with the Company's Current
Report on Form 8-K on November 16, 1998 and incorporated
herein by reference).
2.18 Contribution Agreement, dated December 31, 1998, between
the Operating Partnership and M.O.R. 44 Gateway Associates
L.P., RA & DM, Inc. and M.R.U. L.P. (filed with the
Company's Current Report on Form 8-K on January 14, 1999
and incorporated herein by reference).
2.19.1 Purchase and Sale Agreement, dated December 31, 1998,
between Metropolitan Life Insurance Company and Corporate
Office Acquisitions, Inc. (filed with the Company's
Current Report on Form 8-K on January 14, 1999 and
incorporated herein by reference).
2.19.2 Amendment to Purchase and Sale Agreement, dated December
31, 1998, between Metropolitan Life Insurance Company,
DPA/Gateway L.P., Corporate Office Acquisitions, Inc.,
COPT Gateway, LLC and the Operating Partnership (filed
with the Company's Current Report on Form 8-K on January
14, 1999 and incorporated herein by reference).
2.20 Contribution Agreement, dated February 24, 1999, between
the Operating Partnership and John Parsinen, John D.
Parsinen, Jr., Enterprise Nautical, Inc. and Vernon Beck
(filed with the Company's Quarterly Report on Form 10-Q on
May 14, 1999 and incorporated herein by reference).
2.21 Agreement to Sell Partnership Interests, dated August 12,
1999, between Gateway Shannon Development Corporation,
Clay W. Hamlin, III and COPT Acquisitions, Inc. (filed
with the Company's Quarterly Report on Form 10-Q on
November 8, 1999 and incorporated herein by reference).
2.22 Agreement of Purchase and Sale, dated July 21, 1999,
between First Industrial Financing Partnership, L.P. and
COPT Acquisitions, Inc. (filed with the Company's
Quarterly Report on Form 10-Q on November 8, 1999 and
incorporated herein by reference).
2.23 Contribution Agreement, dated December 21, 1999, between
United Properties Group, Incorporated and COPT
Acquisitions, Inc.
3.1 Amended and Restated Declaration of Trust of Registrant
(filed with the Registrant's Registration Statement on
Form S-4 (Commission File No. 333-45649) and incorporated
herein by reference).
3.2 Bylaws of Registrant (filed with the Registrant's
Registration Statement on Form S-4
17
EXHIBIT
NO. DESCRIPTION
------------- ----------------------------------------------------------
(Commission File No. 333-45649) and incorporated herein by
reference).
4.1 Form of certificate for the Registrant's Common Shares of
Beneficial Interest, $0.01 par value per share (filed with
the Registrant's Registration Statement on Form S-4
(Commission File No. 333-45649) and incorporated herein by
reference).
4.2 Amended and Restated Registration Rights Agreement, dated
March 16, 1998, for the benefit of certain shareholders of
the Company (filed with the Company's Quarterly Report on
Form 10-Q on August 12, 1998 and incorporated herein by
reference).
4.3 Articles Supplementary of Corporate Office Properties
Trust Series A Convertible Preferred Shares, dated
September 28, 1998 (filed with the Company's Current
Report on Form 8-K on October 13, 1998 and incorporated
herein by reference).
4.4.1 Second Amended and Restated Limited Partnership Agreement
of the Operating Partnership, dated December 7, 1999.
4.4.2 First Amendment to Second Amended and Restated Limited
Partnership Agreement of the Operating Partnership, dated
December 21, 1999.
4.5 Articles Supplementary of Corporate Office Properties
Trust Series B Convertible Preferred Shares, dated July 2,
1999 (filed with the Company's Current Report on Form 8-K
on July 7, 1999 and incorporated herein by reference).
10.1 Employment Agreement, dated December 16, 1999, between
Corporate Office Management, Inc., COPT and Clay W.
Hamlin, III.
10.2 Employment Agreement, dated December 16, 1999, between
Corporate Office Management, Inc., COPT and Randall M.
Griffin.
10.3 Employment Agreement, dated December 16, 1999, between
Corporate Office Management, Inc., COPT and Roger A.
Waesche, Jr.
10.4 Employment Agreement, dated December 16, 1999, between
Corporate Development Services, LLC, COPT and Dwight
Taylor.
10.5 Employment Agreement, dated December 16, 1999, between
Corporate Realty Management, LLC, COPT and Michael D.
Kaiser.
10.6 Restricted Share Agreement, dated December 16, 1999,
between Corporate Office Properties Trust and Randall M.
Griffin.
10.7 Restricted Share Agreement, dated December 16, 1999,
between Corporate Office Properties Trust and Roger A.
Waesche, Jr.
10.8 Restricted Share Agreement, dated December 16, 1999,
between Corporate Office Properties Trust and Dwight
Taylor.
10.9 Restricted Share Agreement, dated December 16, 1999,
between Corporate Office Properties Trust and Michael D.
Kaiser.
18
EXHIBIT
NO. DESCRIPTION
------------- ----------------------------------------------------------
10.10 Management agreement between Registrant and Glacier
Realty, LLC (filed with the Company's Current Report on
Form 8-K on October 29, 1997, and incorporated herein by
reference).
10.11 Senior Secured Credit Agreement, dated October 13, 1997,
(filed with the Company's Current Report on Form 8-K on
October 29, 1997, and incorporated herein by reference).
10.12.1 Corporate Office Properties Trust 1998 Long Term Incentive
Plan (filed with the Registrant's Registration Statement
on Form S-4 (Commission File No. 333-45649) and
incorporated herein by reference).
10.12.2 Amendment No. 1 to Corporate Office Properties Trust 1998
Long Term Incentive Plan (filed with the Company's
Quarterly Report on Form 10-Q on August 13, 1999 and
incorporated herein by reference).
10.13 Stock Option Plan for Directors (filed with Royale
Investments, Inc.'s Form 10-KSB for the year ended
December 31, 1993 (Commission File No. 0-20047) and
incorporated herein
10.14 Lease Agreement between Blue Bell Investment Company, L.P.
and Unisys Corporation dated March 12, 1997 with respect
to lot A (filed with the Registrant's Registration
Statement on Form S-4 (Commission File No. 333-45649) and
incorporated herein by reference).
10.15 Lease Agreement between Blue Bell Investment Company, L.P.
and Unisys Corporation, dated March 12, 1997, with respect
to lot B (filed with the Registrant's Registration
Statement on Form S-4 (Commission File No. 333-45649) and
incorporated herein by reference).
10.16 Lease Agreement between Blue Bell Investment Company, L.P.
and Unisys Corporation, dated March 12, 1997, with respect
to lot C (filed with the Registrant's Registration
Statement on Form S-4 (Commission File No. 333-45649) and
incorporated herein by reference).
10.17 Senior Secured Revolving Credit Agreement, dated May 28,
1998, between the Company, the Operating Partnership, Any
Mortgaged Property Subsidiary and Bankers Trust Company
(filed with the Company's Current Report on Form 8-K on
June 10, 1998 and incorporated herein by reference).
10.18 Consulting Services Agreement, dated April 28, 1998,
between the Company and Net Lease Finance Corp., doing
business as Corporate Office Services (filed with the
Company's Current Report on Form 8-K on October 13, 1998
and incorporated herein by reference).
10.19 Project Consulting and Management Agreement, dated
September 28, 1998, between Constellation Properties, Inc.
and COMI (filed with the Company's Current Report on Form
8-K on October 13, 1998 and incorporated herein by
reference).
10.20 Promissory Note, dated October 22, 1998, between Teachers
Insurance and Annuity Association of America and the
Operating Partnership (filed with the Company's Quarterly
Report on Form 10-Q on November 13, 1998 and incorporated
herein by reference).
19
EXHIBIT
NO. DESCRIPTION
------------- ----------------------------------------------------------
10.21 Indemnity Deed of Trust, Assignment of Leases and Rents
and Security Agreement, dated October 22, 1998, by
affiliates of the Operating Partnership for the benefit of
Teachers Insurance and Annuity Association of America
(filed with the Company's Quarterly Report on Form 10-Q on
November 13, 1998 and incorporated herein by reference).
10.22 Agreement for Services, dated September 28, 1998, between
the Company and Corporate Office Management, Inc. (filed
with the Company's Quarterly Report on Form 10-Q on May
14, 1999 and incorporated herein by reference).
10.23.1 Lease Agreement, dated September 28,1998, between St.
Barnabas Limited Partnership and Constellation Properties,
Inc. (filed with the Company's Quarterly Report on Form
10-Q on May 14, 1999 and incorporated herein by
reference).
10.23.2 First Amendment to Lease, dated December 31, 1998, between
St. Barnabas, LLC and Constellation Properties, Inc.
(filed with the Company's Quarterly Report on Form 10-Q on
May 14, 1999 and incorporated herein by reference).
10.24.1 Lease Agreement, dated August 3, 1998, between
Constellation Real Estate, Inc. and Constellation
Properties, Inc. (filed with the Company's Quarterly
Report on Form 10-Q on May 14, 1999 and incorporated
herein by reference).
10.24.2 First Amendment to Lease, dated December 30, 1998, between
Three Centre Park, LLC and Constellation Properties, Inc.
(filed with the Company's Quarterly Report on Form 10-Q on
May 14, 1999 and incorporated herein by reference).
10.25.1 Lease Agreement, dated April 27, 1993, between
Constellation Properties, Inc. and Baltimore Gas and
Electric Company (filed with the Company's Quarterly
Report on Form 10-Q on May 14, 1999 and incorporated
herein by reference).
10.25.2 First Amendment to Lease, dated December 9, 1998, between
COPT Brandon, LLC and Baltimore Gas and Electric Company
(filed with the Company's Quarterly Report on Form 10-Q on
May 14, 1999 and incorporated herein by reference).
10.26 Underwriting Agreement, dated June 29, 1999, between
Corporate Office Properties Trust and the underwriters of
the Series B Preferred Shares (filed with the Company's
Current Report on Form 8-K on July 7, 1999 and
incorporated herein by reference).
10.27 Contribution Rights Agreement, dated June 23, 1999,
between the Operating Partnership and United Properties
Group, Incorporated (filed with the Company's Quarterly
Report on Form 10-Q on August 13, 1999 and incorporated
herein by reference).
10.28 Promissory Note, dated September 30, 1999, between
Teachers Insurance and Annuity Association of America and
the Operating Partnership (filed with the Company's
Quarterly Report on Form 10-Q on November 8, 1999 and
incorporated herein by reference).
10.29 Indemnity Deed of Trust, Assignment of Leases and Rents
and Security Agreement, dated September 30, 1999, by
affiliates of the Operating Partnership for the benefit of
Teachers Insurance and Annuity Association of America
(filed with the Company's Quarterly Report on Form 10-Q on
November 8, 1999 and incorporated herein by reference).
20
EXHIBIT
NO. DESCRIPTION
------------- ----------------------------------------------------------
10.30 Revolving Credit Agreement, dated December 29, 1999,
between Corporate Office Properties, L.P. and Prudential
Securities Credit Corp.
10.31 Option agreement, dated March 1998, between Corporate
Office Properties, L.P. and Blue Bell Land, L.P.
10.32 Option agreement, dated March 1998, between Corporate
Office Properties, L.P. and Comcourt Land, L.P.
13.1 Portions of the Annual Report of Corporate Office
Properties Trust as of and for the year ended December 31,
1999.
13.2 Schedule III - Real Estate and Accumulated Depreciation as
of December 31, 1999.
21.1 Subsidiaries of Registrant.
23.1 Consent of Independent Accountants.
27 Financial Data Schedule.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CORPORATE OFFICE PROPERTIES TRUST
Date: March 16, 2000 By: /s/ Randall M. Griffin
------------------------------------------
Randall M. Griffin
President and Chief Operating Officer
Date: March 16, 2000 By: /s/ Roger A. Waesche, Jr.
------------------------------------------
Roger A. Waesche, Jr.
Senior Vice President and
Chief Financial Officer
21
Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ Jay H. Shidler Chairman of the Board March 16, 2000
-------------------------------
(Jay H. Shidler) and Trustee
/s/ Clay W. Hamlin, III Chief Executive Officer and March 16, 2000
-------------------------------
(Clay W. Hamlin, III) Trustee
/s/ Randall M. Griffin President and Chief Operating March 16, 2000
-------------------------------
(Randall M. Griffin) Officer
/s/ Roger A. Waesche, Jr. Senior Vice President and Chief March 16, 2000
-------------------------------
(Roger A. Waesche) Financial Officer
/s/ Betsy Z. Cohen Trustee March 16, 2000
-------------------------------
(Betzy Z. Cohen)
/s/ Kenneth D. Wethe Trustee March 16, 2000
-------------------------------
(Kenneth D. Wethe)
/s/ Robert L. Denton Trustee March 16, 2000
-------------------------------
(Robert L. Denton)
/s/ William H. Walton Trustee March 16, 2000
-------------------------------
(William H. Walton)
/s/ Kenneth S. Sweet, Jr. Trustee March 16, 2000
-------------------------------
(Kenneth S. Sweet, Jr.)
/s/ Steven D. Kesler Trustee March 16, 2000
-------------------------------
(Steven D. Kesler)
/s/ Edward A. Crooke Trustee March 16, 2000
-------------------------------
(Edward A. Crooke)
22