SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): MARCH 30, 2001
CORPORATE OFFICE PROPERTIES TRUST
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(Exact names of Registrant as specified in its Charter)
Maryland 001-14023 23-2947217
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8815 Centre Park Drive, Suite 400
Columbia, MD 21045
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(Address of principal executive offices) Zip Code
REGISTRANTS' TELEPHONE, INCLUDING AREA CODE: (410) 730-9092
Not Applicable
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(Former name and former address, if changed since last report)
ITEM 5. OTHER EVENTS.
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On March 30, 2001, Corporate Office Properties Trust (the "Company")
entered into an Underwriting Agreement with Credit Suisse First Boston
Corporation; A.G. Edwards & Sons, Inc.; Deutsche Banc Alex. Brown; Legg Mason
Wood Walker, Incorporated; Prudential Securities Incorporated; McDonald
Investments Inc.; Janney Montgomery Scott LLC; and Tucker Anthony
Incorporated (the "Underwriters") in connection with an underwritten public
offering by the Company of up to 1,000,000 shares (along with 150,000 shares
reserved for underwriter's over-allotment option) (the "Shares") of its
10.25% Series E Cumulative Redeemable Preferred Shares of Beneficial
Interest, par value $0.01 per share, at a price of $25.00 per share,
resulting in gross aggregate proceeds before underwriters' discount to the
Company of approximately $25 million (based on issuance of 1,000,000 Shares).
The Shares that are being offered and sold have been registered on Form S-3
(Registration No. 333-71807) relating to the registration of the Shares and
certain other securities of the Company, filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), on February 4,
1999, Pre-Effective Amendment No. 1 thereto, as filed by the Company with the
Commission under the Securities Act on February 22, 1999, Post-Effective
Amendment No. 1 thereto, as filed by the Company with the Commission under
the Securities Act on May 21, 1999 and Post-Effective Amendment No. 2
thereto, as filed by the Company with the Commission under the Securities Act
on November , 2000.
Prior to the consummation of the transactions contemplated by the
Underwriting Agreement, the Company will file Articles Supplementary to its
Declaration of Trust with the State of Maryland, amending the Declaration of
Trust to permit the issuance of the Shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
1.1 Underwriting Agreement, dated as of March 30, 2001, by and
between the Company and the Underwriters.
1.2 Articles Supplementary Relating to the Shares.
1.3 Form of Stock Certificate Relating to the Shares.
1.4 Sixth Amendment to Second Amended and Restated Agreement of
Limited Partnership.
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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.
CORPORATE OFFICE PROPERTIES TRUST
Dated: April 4, 2001 By: /S/ JOHN H. GURLEY
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Name: John H. Gurley
Title: Senior Vice President
and General Counsel
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
1.1 Underwriting Agreement, dated as of March 30, 2001, by and
between the Company and the Underwriters.
1.2 Articles Supplementary Relating to the Shares.
1.3 Form of Stock Certificate Relating to the Shares.
1.4 Sixth Amendment to Second Amended and Restated Agreement of
Limited Partnership.
4