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): JULY 7, 1999
CORPORATE OFFICE PROPERTIES TRUST
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(Exact Name of Registrant Specified in Charter)
Maryland 001-14023 23-2947217
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(State or Other (Commission IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
401 City Avenue
Suite 615
Bala Cynwyd, PA 19004
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(Address of Principal Executive Offices) Zip Code
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (610) 538-1800
(not applicable)
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(Former Name and Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On June 29, 1999, Corporate Office Properties Trust (the "Company")
entered into an Underwriting Agreement with Prudential Securities
Incorporated; Deutsche Bank Securities Inc.; Donaldson, Lufkin & Jenrette
Securities Corporation; Janney Montgomery Scott Inc.; and Tucker Anthony
Cleary Gull (the "Underwriters") in connection with an underwritten public
offering by the Company of up to 1,100,000 shares (along with 165,000 shares
reserved for underwriter's over-allotment option)(the "Shares") of its 10%
Series B 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 $27.5 million (based on issuance of 1,100,000 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, and Post-Effective
Amendment No. 1 thereto, as filed by the Company with the Commission under
the Securities Act on May 21, 1999.
On July 6, 1999, the Company filed Articles Supplementary to its
Declaration of Trust with the State of Maryland, amending the Declaration of
Trust to permit the issuance of the Shares.
On July 6, 1999, the Company received from PricewaterhouseCoopers LLP,
accountants to the Company, a consent to include certain reports of
PricewaterhouseCoopers LLP in the registration statement relating to the Shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
1.1 Underwriting Agreement, dated as of June 29, 1999, by
and between the Company and the Underwriters.
1.2 Articles Supplementary relating to the Shares.
1.3 Consent of PricewaterhouseCoopers LLP.
1.4 Form of Stock Certificate relating to the Shares.
SIGNATURE
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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.
July 7, 1999
CORPORATE OFFICE PROPERTIES TRUST
By: /s/ Randall M. Griffin
Name: Randall M. Griffin
Title: President and Chief
Operating Officer
By: /s/ Roger A. Waesche, Jr.
Name: Roger A. Waesche, Jr.
Title: Senior Vice President
and Chief Financial Officer
INDEX TO EXHIBITS
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EXHIBIT NO. EXHIBIT
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1.1 Underwriting Agreement, dated as of June 29, 1999, by
and between the Company and the Underwriters.
1.2 Articles Supplementary relating to the Shares.
1.3 Consent of PricewaterhouseCoopers LLP.
1.4 Form of Stock Certificate relating to the Shares.