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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 1998
CORPORATE OFFICE PROPERTIES TRUST
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(Exact name of registrant as specified in its charter)
Maryland 0-20047 23-247217
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
One Logan Square, Suite 1105
Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
(215) 567 -1800
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On May 14, 1998, Corporate Office Properties Trust ("the Company")
through affiliates of Corporate Office Properties, L. P. (the "Operating
Partnership") entered into a series of agreements with Constellation Real
Estate Group, Inc., a wholly owned indirect subsidiary of Constellation
Enterprises, Inc., and its affiliates (collectively, "Constellation") to
acquire real estate properties and service businesses (collectively, the
"Constellation Contribution"). The major components of the agreements provide
that the Company will receive (i) sixteen operating office or retail
properties, (ii) options to purchase three properties under development, as
well as options and rights of first refusal on 92 acres of land, (iii)
certain assets of Constellation's real estate management subsidiary,
including its 75% interest in Constellation Realty Management, LLC, a real
estate management firm. In exchange, the Company, through the Operating
Partnership, will remit approximately $200 million in the form of (i) $104
million of cash and/or assumption of debt, (ii) $72 million of common shares
(including 6.88 million common shares at $10.50 per share) and (iii) $24
million of convertible preferred shares. Upon consummation of the
Constellation Contribution and assuming no other changes in the capital
structure, Constellation will have a 41% interest in the Common Shares of
Company as of the closing date. The Constellation Contribution is subject
to several conditions including shareholders' approval.
Item 7. Financial Statements and Exhibits
Exhibit Number Description
99.1 Press release dated May 15, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 14, 1998
CORPORATE OFFICE PROPERTIES TRUST
By: /s/ Clay W. Hamlin, III
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Name: Clay W. Hamlin, III
Title: President and
Chief Executive Officer
By: /s/ Thomas D. Cassel
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Name: Thomas D. Cassel
Title: Vice President Finance
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