Exhibit 99.2
Corporate Office Properties Trust
One Logan Square, Suite 1105
Philadelphia, Pennsylvania 19103
FOR IMMEDIATE RELEASE
At Corporate Office Properties
Janet M. Point
Vice President, Investor Relations
(215) 567-1800
For Immediate Release
JULY 22, 1998
CORPORATE OFFICE PROPERTIES SETS DATE FOR
SPECIAL MEETING TO CONSIDER CONSTELLATION TRANSACTION
Corporate Office Properties' Portfolio to Increase by
60% -- The Combined Company to be
One of the Largest Commercial Real Estate Operators in the Mid-Atlantic Region
Philadelphia, PA, July 22, 1998 - Corporate Office Properties Trust (NYSE: OFC)
announced today that a Special Meeting of Shareholders has been set for Friday,
August 21, 1998. The Meeting will be held at 2:30 p.m. in the Adams Room of the
Four Seasons Hotel, One Logan Square, Philadelphia, Pennsylvania. At this
Meeting, shareholders will be asked to consider and vote to approve a
transaction pursuant to which affiliates of Constellation Real Estate Group,
Inc. (collectively "Constellation") will contribute certain real property and
other assets to Corporate Office Properties (the "Company") in exchange for
Company shares, cash and assumption of debt (the "Transaction"). The close of
business July 20, 1998 has been set as the record date for shareholders entitled
to vote at the meeting.
On May 15, 1998 the Company and Constellation announced the signing of a
definitive agreement. Constellation is part of Constellation Enterprises, Inc.
which is a wholly-owned subsidiary of Baltimore Gas and Electric Company (NYSE:
BGE). The Company believes that the Transaction will significantly expand the
Company's management, property, tenant and capital base. In addition, the
Constellation management team will add property development and third party
property management functions that the Company believes will enhance its
resources and long-term performance.
Upon completion, the Company's portfolio will increase by 60% to 49 properties
primarily located in Pennsylvania, New Jersey, Maryland and suburban Washington,
D.C. -- totaling 4.8 million square feet of leaseable space. The transaction
will expand the
Company's organization by approximately 37 professionals and support staff.
Randall M. Griffin, 53, currently President of Constellation, will assume the
role of President and Chief Operating Officer reporting to Clay W. Hamlin, III,
Corporate Office Properties' Chief Executive Officer.
The Company will also acquire Constellation's 75% ownership of Constellation
Realty Management, LLC ("CRM"), Baltimore's largest commercial property/asset
management organization. CRM provides property and asset management services to
major institutional real estate investors and provides corporate facility
services to major owner occupied corporate properties. With a staff of
approximately 66, CRM currently manages a 146-building, 14.8 million square foot
portfolio with offices in the Baltimore, Northern Virginia and Philadelphia
areas.
Clay W. Hamlin, III, President and Chief Executive Officer of the Company
commented, "Combining the talents and resources of our two organizations creates
a new dynamic force in the Mid-Atlantic real estate market. With 17 million
square feet under management and a large development pipeline, we expect to
achieve a dominant position in the Baltimore/Washington corridor suburban office
market."
Highlights:
- Under terms of the agreement, the Company will pay consideration valued at
up to approximately $204.6 million comprised of $107.6 million in either
cash or debt assumption and the remainder in Company securities comprised
of approximately 6,928,000 Common Shares and approximately 969,900 Series A
Convertible Preferred Shares.
- Constellation will contribute up to 18 properties totaling 1.4 million
square feet of office properties (including two properties totaling 196,000
square feet under construction) and approximately 400,000 square feet of
retail properties.
- The Company will receive certain options and first refusal rights to
acquire 91 acres of identified properties at any time over the next two to
five years. The acreage, contiguous to the Constellation office properties
being acquired, will permit approximately 1.7 million square feet of office
development to be built.
- Constellation will become the Company's single largest shareholder, with a
41.5% common stock ownership interest.
- Upon completion of the combination, Constellation will gain two seats on
the Company's nine member board, which will be held by Edward A. Crooke,
59, Chairman of Constellation Enterprises, Inc., and Vice Chairman
of BGE, and Steven D. Kesler, 46, President of Constellation Investments,
Inc. and Vice President of Constellation Real Estate Group, Inc..
"Constellation looks forward to sharing in the growth of Corporate Office
Properties," added Ed Crooke, Chairman of Constellation Enterprises, Inc. and
Vice Chairman of BGE.
Corporate Office Properties Trust is a real estate investment trust which
focuses on the ownership, acquisition, development and management of suburban
office properties in high-growth submarkets in the United States.
To receive Corporate Office Properties' latest news release and other corporate
documents via FAX at no cost dial 1-800-PRO-INFO. Use the Company's ticker, OFC.
This press release contains forward-looking information based upon the Company's
current best judgement and expectations. Actual results could vary materially
from those presented herein. The risks and uncertainties associated with the
forward-looking information include the strength of the commercial office real
estate markets in which the Company operates competitive market conditions,
general economic growth, interest rates, capital market conditions, and the
ability of the Company to access funding sources. For further information,
please refer to the Company's filings with the Securities and Exchange
Commission.