UNITED STATES 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): March 16, 1998 CORPORATE OFFICE PROPERTIES TRUST (Exact name of registrant as specified in its charter) Maryland 0-20047 23-16919390 (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) N/A (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. Effective March 16 1998, Corporate Office Properties Trust (the "Trust") merged with Corporate Office Properties Trust, Inc. (the "Company") as previously described in the Company's proxy statement dated February 11, 1998. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired The Financial Statements of the Company were filed with the Trust's Registration Statement on Form S-4 (Commission File No. 333-45649) and are incorporated herein by reference. (b) Pro Forma Financial Information The Pro Forma Condensed Consolidated Financial Statements of the Trust were filed with the Trust's Registration Statement on Form S-4 (Commission File No. 333-45649) and are incorporated herein by reference. (c) Exhibits Exhibit No. Description 2.3 Agreement and Plan of Merger, dated January 31, 1998, among the Company, COPT, Inc. and the Trust (filed with the Trust's Registration Statement on Form S-4 (Commission File No. 333-45649) and incorporated herein by reference). 4.1 Form of certificate for the Registrant's Common Shares of Beneficial Interest, $0.01 par value per share (filed with the Trust's Registration Statement on Form S-4 (Commission File No. 333-45649) and incorporated herein by reference). 16.1 Letter to the Commission from Lurie, Besikof, Lapidus & Co., LLP dated November 4, 1997 (filed with Company's Current Report on Form 8-K on November 6, 1997, and incorporated herein by reference). -2- 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: March 20, 1998 CORPORATE OFFICE PROPERTIES TRUST By: /s/ Thomas D. Cassel --------------------------------- Name: Thomas D. Cassel Title: Vice President, Finance and Treasurer -3- EXHIBIT INDEX Page Exhibit No. Description Number 2.1 Agreement and Plan of Merger, dated as of January 31, 1998, between the Company, COPT, Inc. and the Trust (filed with the Trust's Registration Statement on Form S-4 (Commission File No. 333-45649) and incorporated herein by reference). 4.1 Form of certificate for the Registrant's Common Shares of Beneficial Interest, $0.01 par value per share (filed with the Trust's Registration Statement on Form S-4 (Commission File No. 333-45649) and incorporated herein by reference). 16.1 Letter to the Commission from Lurie, Besikof, Lapidus & Co., LLP dated November 4, 1997 (filed with Company's Current Report on Form 8-K on November 6, 1997, and incorporated herein by reference).