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 14, 1997
ROYALE INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-20047 41-1691930
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification Number)
One Logan Square, Suite 1105
Philadelphia, PA 19103
(Address of principal executive offices) (Zip Code)
(215) 567-1800
Registrant's telephone number, including area code)
Royale Investments, Inc.
3430 List Place
Minneapolis, MN 55416-4547
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
On October 14, 1997, Royale Investments, Inc. ("Registrant"), H/SIC
Corporation, a Delaware corporation ("H/SIC"), Strategic Facility Investors,
Inc., a Delaware corporation ("Strategic"), the sole general partner of Blue
Bell Investment Company, L.P., a Delaware limited partnership ("Blue Bell,
L.P."), South Brunswick Investment Company, LLC, a New Jersey limited liability
company ("SBIC"), a general partner of South Brunswick Investors, L.P., a
Delaware limited partnership ("South Brunswick, L.P."), ComCourt Investment
Corporation, a Pennsylvania corporation ("ComCourt Corporation"), the sole
general partner of ComCourt Investors, L.P., a Delaware limited partnership
("ComCourt, L.P."), and Gateway Shannon Development Corporation, a Pennsylvania
corporation ("Gateway"), the sole general partner of 6385 Flank Drive, L.P., a
Pennsylvania limited partnership ("Flank, L.P."), completed a number of
transactions (collectively, the "Transactions") pursuant to the
Formation/Contribution Agreement dated September 7, 1997, as amended by the
Amendment thereto dated as of October 13, 1997 (collectively, the "Formation
Agreement"). H/SIC, Strategic and ComCourt Corporation are each 50% owned by Jay
H. Shidler ("Shidler") and Clay W. Hamlin, III ("Hamlin"). Gateway is owned by
Mr. Hamlin. Although the Transactions involved a number of properties and
partnerships and were effected by a series of intermediate steps, the
Transactions were negotiated and effected as a unitary transaction in which one
part would not have been done without the other and, in effect, constituted as
described below the acquisition by Registrant of an interest in a Delaware
limited partnership, FCO, L.P. ("FCO"), formed to acquire ("Acquisition") and
hold the Mid-Atlantic suburban office operations of The Shidler Group, a
national real estate investment firm.
Pursuant to the Transactions, Registrant became the sole general partner of
FCO, and FCO acquired all of the limited partnership interests in Blue Bell,
L.P., South Brunswick, L.P., ComCourt, L.P. and Flank, L.P. (collectively the
"Properties Partnerships") except for an 11% limited partnership interest in
Blue Bell, L.P. retained by Shidler Equities, L.P., a limited partnership in
effect controlled by Mr. Shidler and his wife Wallette Shidler ("Equities
L.P."), and 11% limited partnership interests in each of ComCourt, L.P. and
Flank, L.P. retained by Mr. Hamlin (collectively the "Retained Interests").
Immediately prior to the acquisition by FCO of such limited partnership
interests, the general partnership interests in the respective Properties
Partnerships held by Strategic, SBIC, ComCourt Corporation and Gateway were
converted into
limited partnership interests, and FCO
Holdings, Inc. ("Holdings"), a wholly-owned Delaware subsidiary of Regis-
trant, was admitted as the sole general partner of each of the Properties
Partnerships holding a .1% interest in each of them. Registrant has a
20.6946% Percentage Interest in FCO which it acquired as a result of the
contribution by Registrant to FCO of certain limited partnership interests
in various of the Properties Partnerships which had been assigned directly
to Registrant in exchange for 600,000 shares of common stock of Registrant.
In addition, until December 31, 2000, a portion of the Profits (as defined
in the FCO Partnership Agreement) for each fiscal year is to be allocated
19.8% to Registrant as the General Partner and 80.2% to all Partners
(including Registrant as the General Partner but not the Preferred Limited
Partners holding Preferred Units).
The Retained Interests are required to be contributed by Equities L.P. and
Hamlin to FCO in November 2000 in consideration for the issuance to them of an
aggregate of 282,508 Limited Partner Interests and 186,455 Preferred Partnership
Units of FCO.
FCO was formed as a Delaware limited partnership by Registrant on October
9, 1997 for the purpose of effecting the Transactions. On October 14, 1997
Registrant, as the sole General Partner of FCO, and the limited partners and
preferred limited partners named therein entered into a Limited Partnership
Agreement dated that day (the "FCO Partnership Agreement").
Each of the Properties Partnerships holds one or more suburban office
buildings located in South Brunswick, New Jersey, Blue Bell, Pennsylvania and
Harrisburg, Pennsylvania. The ten buildings held by the Properties Partnerships
(the "Commercial Office Buildings") comprise an aggregate of approximately 1.5
million square feet and in the aggregate are currently 99.8% leased to major
corporate tenants, including Unisys Corporation, IBM Corporation, Teleport
Communications Group, Merck, Hershey Foods, Pitney-Bowes, Ernst & Young and
McGraw-Hill. These leases expire in various years, commencing in September 1999
and running to June 2009. Six of these buildings are single tenant buildings.
Registrant, through FCO and Holdings, intends to continue the business of the
Properties Partnerships of owning and leasing commercial office buildings.
Immediately prior to the Acquisition, each of the Properties Partnerships
jointly and severally entered into a $100 million principal amount mortgage
financing with Bankers Trust Company pursuant to a Senior Secured Credit
Agreement dated as of October 14, 1997 ("Credit Facility"). Approximately $96.1
million of the proceeds of the Credit Facility was used by entities other than
the Registrant and FCO to refinance indebtedness of or secured by the assets of
the Properties Partnerships and to pay various costs in connection with the
Transactions. Approximately $3.9 million of the proceeds of the Credit Facility
were contributed to FCO in connection with the Transactions. FCO used
approximately $2.9 million of these funds to pay various costs associated with
the Transactions and retained approximately $1.0 million for working capital
needs. FCO is a joint and several obligor in respect of the Credit Facility.
Registrant and Holdings are not obligors with respect to the Credit Facility,
but have pledged certain assets described below to secure repayment of the
Credit Facility. The initial term of the Credit Facility is three years with the
right given to the obligors to extend it, subject to the satisfaction of
conditions precedent thereto, for two successive one year extensions.
Substantially all of the assets of the Properties Partnerships and FCO's and
Holdings' interests in the Properties Partnerships and Registrant's interests in
Holdings and FCO have been pledged or mortgaged to secure the Properties
Partnerships' and FCO's joint and several obligations in respect of the Credit
Facility.
For the purposes of the Acquisition, the Properties Partnerships were
treated as having a value of $170 million (before giving effect to the
indebtedness represented by the Credit Facility). For purposes of determining
the consideration to be given in respect of the acquisition by FCO of limited
partnership interests in the Properties Partnerships, Limited Partner Interests
were issued (and will be issued in November 2000 for Retained Interests) at the
rate of one Unit for every $5.50 in exchange value and Preferred Partnership
Units were issued (and will be issued in November 2000 for Retained Interests)
at a rate of one Unit for every $25.00 in exchange value.
The aggregate consideration issued in the Transactions by Registrant and
FCO on October 14, 1997 to the former general and limited partners of the
Properties Partnerships consisted of (x) 600,000 shares of common stock of
Registrant (issued at a price of $5.50 per share); (y) an aggregate of 2,899,310
Limited Partner Interests in FCO (including 600,000 issued to Registrant in
consideration for limited partnership interests in the Properties Partnerships
acquired by it for 600,000 shares of its common stock and subsequently
contributed by it to FCO); and (z) 1,913,545 Preferred Partnership Units in FCO.
Prior to the execution and delivery of the Formation/Contribution
Agreement, there had not been any material relationship between the general and
limited partners of the Properties Partnerships and Registrant or any of its
affiliates.
The nature and amount of consideration given and received by Registrant in
the Transactions was based on its judgment as to the fair market value of the
Commercial Office Buildings and the shares of common stock of Royale at the time
the Formation/Contribution Agreement was negotiated.
Preferred Partnership Units of FCO may be converted on or after October 1,
1999 into Limited Partner Interests of FCO on the basis of 3.5714 Units of
Limited Partner Interest for each Preferred Partnership Unit being converted
plus an amount in cash equal to the accrued Priority Return Amount (as defined
in the FCO Partnership Agreement) in respect of such Preferred Partnership
Units.
Subject to compliance with the FCO Partnership Agreement, beginning on
September 1, 1998, each Limited Partner of FCO has the right to require FCO to
redeem all or a portion of the Limited Partner Interests held by such Limited
Partner. FCO (or Registrant as its General Partner) has the right, in its sole
discretion, to deliver to such redeeming Limited Partner either one share of
common stock of Registrant (subject to anti-dilution adjustment) or a cash
payment equal to the then fair market value of such share (so adjusted) (based
on the formula for determining such value set forth in the FCO Partnership
Agreement). Such rights of redemption and conversion are immediately exercisable
upon the happening of a Special Event (as defined in the FCO Partnership
Agreement). The redemption of Limited Partner Interests for common stock of
Registrant will have the effect of increasing Registrant's Percentage Interest
in FCO.
The right to receive common stock of Registrant upon exercise of such right
of redemption is subject to compliance with a number of significant conditions
precedent including compliance with Registrant's charter, all requirements under
the Internal Revenue Code of 1986, as amended applicable to real estate
investment trusts, compliance with the Minnesota Business Corporation Act or any
other law then in effect and any applicable rule or policy of any stock exchange
or self-regulatory organization.
The following table sets forth the interests as of October 14, 1997 of the
general and limited partners of FCO and the holders of Preferred Partnership
Units in FCO (before giving effect to any contribution of Retained Interests):
Units of
Limited Preferred
Partner Percentage Partnership
Interests Interest Units
General Partner
Royale Investments, Inc. 600,000 20.6946%
Limited Partners and Preferred Limited Partners
Mr. Shidler 2,600 0.0897% 126,079
Shidler Equities, L.P.(1) 582,103 20.0773% 457,826
Mr. Hamlin 5,235 .1805% 115,334
LBCW Limited Partnership(2) 875,284 30.1894% 663,808
CHLB Partnership(3) 63,243 2.1813% 41,741
Robert L. Denton 129,549 4.4683% 85,502
James K. Davis 15,368 .5300% 10,142
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1 A limited partnership controlled by Jay H. Shidler and his wife, Wallette
Shidler.
2 A limited partnership controlled by Mr. Hamlin who is the sole general
partner.
3 A Pennsylvania family partnership controlled by Mr. Hamlin and his wife,
Lynn B. Hamlin, as the sole general partners.
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Units of
Limited Preferred
Partner Percentage Partnership
Interests Interest Units
John E. deB. Blockey, Trustee of the John E.
deB. Blockey Living Trust dated 9/12/88
89,549 3.0886% 59,102
Henry D. Bullock 34,718 1.1975% 22,914
Frederick K. Ito 17,359 0.5987% 11,457
LGR Investment Fund, Ltd. 80,030 2.7603% 52,820
Tiger South Brunswick, L.L.C.
2,875 .0992% 1,898
Westbrook Real Estate Fund I, L.P.
336,121 11.5931% 221,840
Westbrook Real Estate Co. Investment
Partnership I, L.P. 33,299 1.1485% 21,977
Denise J. Liszewski 10,227 0.3527% 6,750
Samuel Tang 6,818 0.2352% 4,500
David P. Hartsfield 9,091 0.3136% 6,000
Lawrence J. Taff 4,091 0.1411% 2,700
Kimberly F. Aquino 1,750 0.0604% 1,155
2,899,310 100.0000% 1,913,545
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Pursuant to the Transactions, Messrs. Shidler and Hamlin each acquired
300,000 shares of common stock of Registrant in exchange for partnership
interests in various of the Properties Partnerships. The right to acquire
147,818 of these shares (73,909 by each of Messrs. Shidler and Hamlin) was
acquired by Mr. Shidler and Mr. Hamlin for cash payments aggregating $813,000 to
the persons who contributed certain of these partnership interests to
Registrant. The common stock issued to Mr. Shidler and Mr. Hamlin represents, in
the aggregate, approximately 26% of the outstanding common stock of the
Registrant immediately following the Transactions. The Properties Partnerships
had prior to the Transactions in effect been controlled by Mr. Shidler and Mr.
Hamlin.
Concurrently with the closing of the Transactions and pursuant to the
Formation/Contribution Agreement, Registrant acquired for 273,729 shares of its
common stock all of the assets of Crown Advisors, Inc. ("Crown") (including
27,646 shares of Registrant's common stock held by Crown and valued for this
purpose at $5.50 per share). The shares of common stock of Registrant held by
Crown were then retired. Crown had been the advisor to Registrant pursuant to a
management contract. All of the outstanding capital stock of Crown was owned by
Vernon R. Beck and John Parsinen, then directors and Chairman of the Board and
Chief Executive Officer and Secretary, respectively, of Registrant. The
management contract between Crown and Registrant was terminated and Registrant
entered into a new management agreement with Glacier Realty, LLC, a Minnesota
limited liability company all of the interests in which are owned by Vernon R.
Beck and John Parsinen. Under this Management Agreement, Glacier will be
responsible for the management of the retail properties of the Registrant.
Upon completion of the Transactions, Mr. Hamlin, Mr. Shidler, William H.
Walton and Kenneth S. Sweet, Jr., nominees of the persons who previously
directly or indirectly held the general and limited partnership interests in the
Properties Partnerships, were elected directors of the Registrant and John
Parsinen, Orvin J. Hall and Kurt Schoenrock resigned from the Board of Directors
of the Registrant. Messrs. Vernon R. Beck, Allen C. Gehrke and Kenneth D. Wethe
continued as directors. The Board of Directors of Registrant consists of seven
directors. All directors are elected to serve until they die or retire or until
the next annual meeting of the shareholders of Registrant and their successors
are elected and qualified. It is expected that Mr. Shidler will shortly be
elected Chairman of the Board of Directors of Registrant as provided by the
Formation/Contribution Agreement.
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Upon completion of the Transactions, the following officers of the
Registrant were appointed and the existing officers of the Registrant resigned:
Clay W. Hamlin, III President and Chief Executive
Officer
Vernon R. Beck Vice President
James K. Davis Chief Financial Officer
David P. Hartsfield Chief Operating Officer
John Parsinen Secretary
Denise Liszewski Vice President and Assistant
Secretary
Mr. Hamlin has entered into a two year, employment agreement with FCO which
will be renewed automatically unless terminated by either party upon notice to
the other.
Item 2. Acquisition or Disposition of Assets.
See response to Item 1.
Item 3. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
To be filed by amendment.
(b) Pro Forma Financial Information
To be filed by amendment.
Exhibit Number Description
2.1 Formation/Contribution Agreement dated September 7, 1997, as
amended, by and among Royale Investments, Inc., H/SIC
Corporation, a Delaware corporation, Strategic Facility
Investors, Inc., a Delaware corporation, the sole general
partner of Blue Bell Investment Company, L.P., a Delaware
limited partnership, South Brunswick Investment Company,
LLC, a New Jersey limited liability company, a general
partner of South Brunswick Investors, L.P., a Delaware
limited partnership, ComCourt Investment Corporation, a
Pennsylvania corporation, the sole general partner of
ComCourt Investors, L.P., a Delaware limited partnership,
and Gateway Shannon Development Corporation, a Pennsylvania
corporation, the sole general partner of 6385 Flank Drive,
L.P., a Pennsylvania limited partnership, with exhibits, as
amended by the Amendment thereto dated October 13, 1997.
2.2 Agreement and Plan of Reorganization between the Registrant
and Crown Advisors, Inc.
2.3 FCO, L.P. Partnership Agreement dated October 14, 1997.
2.4 Amended and Restated Partnership Agreement of Blue Bell
Investment Company.
2.5 Amended and Restated Partnership Agreement of South
Brunswick Investors, L.P.
2.6 Amended and Restated Partnership Agreement of ComCourt
Investors, L.P.
2.7 Amended and Restated Partnership Agreement of 6385 Flank,
L.P.
10.1 Clay W. Hamlin III Employment Agreement dated October 14,
1997 with FCO, L.P.
10.2 Registration Rights Agreement dated October 14, 1997 for the
benefit of certain shareholders of the Registrant.
10.3 Management Agreement between Registrant and Glacier Realty,
LLC.
10.4 Senior Secured Credit Agreement dated October 13, 1997
(Exhibits and Schedules have been omitted pursuant to Rule
6.01(b)(2) of Regulation S-K. Such Exhibits and Schedules
are listed and described in the Credit Agreement. The
Registrant hereby agrees to furnish to the Securities and
Exchange Commission, upon its request, any or all such
omitted Exhibits and Schedules.)
20. Press Release dated October 14, 1997.
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.
Dated: October 28, 1997
ROYALE INVESTMENTS, INC.
By: /s/ Clay W. Hamlin, III
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Name: Clay W. Hamlin, III
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
2.1 Formation/Contribution Agreement dated September 7, 1997, as
amended, by and among Royale Investments, Inc., H/SIC
Corporation, a Delaware corporation, Strategic Facility
Investors, Inc., a Delaware corporation, the sole general
partner of Blue Bell Investment Company, L.P., a Delaware
limited partnership, South Brunswick Investment Company,
LLC, a New Jersey limited liability company, a general
partner of South Brunswick Investors, L.P., a Delaware
limited partnership, ComCourt Investment Corporation, a
Pennsylvania corporation, the sole general partner of
ComCourt Investors, L.P., a Delaware limited partnership,
and Gateway Shannon Development Corporation, a Pennsylvania
corporation, the sole general partner of 6385 Flank Drive,
L.P., a Pennsylvania limited partnership, with exhibits, as
amended by the Amendment thereto dated October 13, 1997.
2.2 Agreement and Plan of Reorganization between the Registrant
and Crown Advisors, Inc.
2.3 FCO, L.P. Partnership Agreement dated October 14, 1997.
2.4 Amended and Restated Partnership Agreement of Blue Bell
Investment Company.
2.5 Amended and Restated Partnership Agreement of South
Brunswick Investors, L.P.
2.6 Amended and Restated Partnership Agreement of ComCourt
Investors, L.P.
2.7 Amended and Restated Partnership Agreement of 6385 Flank,
L.P.
10.1 Clay W. Hamlin III Employment Agreement dated October 14,
1997 with FCO, L.P.
10.2 Registration Rights Agreement dated October 14, 1997 for
the benefit of certain shareholders of the Registrant.
10.3 Management Agreement between Registrant and Glacier Realty,
LLC.
10.4 Senior Secured Credit Agreement dated October 13, 1997
(Exhibits and Schedules have been omitted pursuant to Rule
6.01(b)(2) of Regulation S-K. Such Exhibits and Schedules
are listed and described in the Credit Agreement. The
Registrant hereby agrees to furnish to the Securities and
Exchange Commission, upon its request, any or all such
omitted Exhibits and Schedules.)
20. Press Release dated October 14, 1997.
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