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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): October 13, 1998
CORPORATE OFFICE PROPERTIES TRUST
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(Exact name of registrant as specified in its charter)
Maryland 0-20047 23-2947217
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification Number)
401 City Avenue, Suite 615
Bala Cynwyd, PA 19004
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(Address of principal executive offices)
(610) 538-1800
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On October 13, 1998, Corporate Office Properties Trust (the "Company")
through an affiliate of Corporate Office Properties, L.P. (the "Operating
Partnership") acquired an office building located in Columbia, Maryland
("Riverwood") in a two-step transaction with M.O.R. XXIX Associates Limited
Partnership and New England Life Pension Properties II. The purchase price of
Riverwood totaled approximately $20.4 million, including approximately
$400,000 in acquisition costs. The Company paid $18.8 million of the purchase
price and acquisition costs using borrowings under its existing senior
revolving credit facility with Bankers Trust Company. The balance of the
purchase price and acquisition costs was paid in the form of 148,381 common
units in the Operating Partnership (the "Units") (valued at $10.50 per unit).
The Units are redeemable, in whole or in part, at the option of the
holder, on or after the first anniversary of the closing date for cash based
on the market value of the Company's Common Shares of Beneficial Interest
("Common Shares") at the time of redemption or, at the Company's option, in
exchange for a number of Common Shares equal to the number of Units tendered
for redemption. However, from and after the first anniversary of the closing
date, the aggregate amount of Common Shares of the Company that the holder may
sell during any 10-trading day period shall not exceed 30% of the average
daily trading volume of such shares for the 30 trading days immediately
preceding the date on which the first sale of such shares during any such
10-day period occurs.
Riverwood, located in the Rivers Corporate Park, was constructed in 1986
and totals approximately 160,000 square feet. Riverwood is 100% leased to the
United States Department of Defense (the "Tenant") through December 31, 2002
subject to annual termination rights if Congressional funding is not
appropriated. Under this lease, the Tenant is responsible for substantially
all of the operating expenses of the property. Rental revenue as of October
1, 1998 including estimated expense reimbursements approximates $2,826,640
per annum or $17.67 per square foot.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The combined financial statements of the business acquired will be
filed by amendment.
(b) Pro Forma Financial Information
The pro forma condensed consolidated financial statements of the
Company will be filed by amendment.
(c) Exhibits
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Exhibits
Exhibit Number Description
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2.1 Contribution Agreement, dated as of September 30, 1998,
between COPT Acquisitions, Inc. and M.O.R. XXIX
Associates Limited Partnership.
2.2 Second Amendment to Amended and Restated Limited
Partnership Agreement of the Operating Partnership,
dated as of October 13, 1998.
2.3 Purchase and Sale Agreement, dated as of September
30, 1998, between New England Life Pension Properties
II: A Real Estate Limited Partnership and COPT
Acquisitions, Inc.
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: October 28, 1998
CORPORATE OFFICE PROPERTIES TRUST
By: /s/ Clay W. Hamlin, III
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Name: Clay W. Hamlin, III
Title: Chief Executive Officer
By: /s/ Randall M. Griffin
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Name: Randall M. Griffin
Title: President and
Chief Operating Officer
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