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): April 30, 1998 CORPORATE OFFICE PROPERTIES TRUST - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Maryland 0-20047 23-2947217 - ---------------------------- ------------ ---------------------- (State or other jurisdiction (Commission (IRS Employer of 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) Item 2. Acquisition or Disposition of Assets. On April 30, 1998, the Corporate Office Properties Trust (the "Company") through affiliates of Corporate Office Properties, L.P. (the "Operating Partnership"), acquired nine multistory office buildings and three office/flex buildings (the "Acquired Properties") located in the Baltimore/Washington corridor adjacent to the BWI Airport in Linthicum, Anne Arundel County, Maryland from unrelated parties. The purchase price of the Acquired Properties totaled approximately $72 million, paid in cash. The acquisition was accomplished through a combination of (i) the purchase of the debt encumbering the Acquired Properties from the former mortgage lender, Aetna Life Insurance Company and (ii) the purchase of all the partnership interests in the partnerships that owned the Acquired Properties. These partnership interests were owned by Airport Square Limited Partnership, a Maryland limited partnership, Airport Square Corporation, a Maryland corporation and Camp Meade Corporation, a Maryland corporation. The Acquired Properties, located in the Airport Square Office Park and the Airport Square Technology Park, total approximately 815,000 square feet. As of May 1, 1998, the Acquired Properties were 97% leased to 37 tenants. Major tenants include the government of the United States of America and Ciena Corporation, under several leases aggregating approximately 210,000 and 182,000 square feet, respectively, representing 26% and 22% of the Acquired Properties' aggregate square feet. The following table sets forth a summary schedule of the lease expirations for the Acquired Properties, for leases in place as of May 1, 1998, assuming that none of the tenants exercise renewal options. 2
Total Rental Revenue of Total Rental Expiring Percentage of Square Percentage Revenue of Leases per Total Rental Year of Number of Footage of of Total Expiring Rentable Revenue Lease Leases Expiring Leased Leases Square Expiring Expiration Expiring Leases Square Feet ($000) (1) Foot (1) (1) - ---------- ---------- ---------- ------------ ----------- ----------- ------------- 5/1/98- 12/31/98 (2) 9 123,492 15.61% $ 1,203,137 $ 9.74 12.03% 1999 7 205,052 25.92 2,572,069 12.54 25.71 2000 5 16,573 2.09 259,076 15.63 2.59 2001 4 82,476 10.42 1,416,465 17.17 14.16 2002 8 210,234 26.57 2,572,955 12.24 25.72 2003 - - - - - - 2004 - - - - - - 2005 2 61,779 7.81 967,272 15.66 9.67 2006 - - - - - - 2007 - - - - - - 2008 2 91,589 11.58 1,012,376 11.05 10.12 2009 and thereafter - - - - - - ---------- ---------- ------------ ----------- ----------- ------------- Total/Average 37 791,195 100.00% $10,003,350 $12.64 100.00% ---------- ---------- ------------ ----------- ----------- ------------- ---------- ---------- ------------ ----------- ----------- -------------
(1) Total Rental Revenue is the monthly contractual charge as of May 1, 1998 multiplied by 12 excluding any operating expense reimbursements (2) Excludes 23,818 vacant square feet as of May 1, 1998. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Businesses Acquired The combined financial statements of the Acquired Properties will be filed by amendment not later than June 29, 1998. (b) Pro Forma Financial Information The pro forma condensed consolidated financial statements of the Company will be filed by amendment not later than June 29, 1998. 3 (c) Exhibits
Exhibit Number Description - -------------- ----------- 2.1 Assignment of Partnership Interests dated as of April 30, 1998 between Airport Square Limited Partnership, Airport Square Corporation, Camp Meade Corporation and COPT Airport Square One LLC and COPT Airport Square Two LLC. 10.1 Assignment of Purchase and Sale Agreement dated as of April 30, 1998 between Aetna Life Insurance Company and the Operating Partnership. 10.2 Assignment of Loan Purchase and Sale Agreement dated as of April 30, 1998 between Constellation Real Estate, Inc. and the Operating Partnership. 10.3 Purchase and Sale Agreement dated as of April 1, 1998 between Aetna Life Insurance Company and Airport Square Limited Partnership 10.4 Loan Purchase and Sale Agreement dated as of March 13, 1998 between Aetna Life Insurance Company and Constellation Real Estate, Inc. 10.5 Amendment to Loan Purchase and Sale Agreement dated as of April 16, 1998 between Aetna Life Insurance Company and Constellation Real Estate, Inc.
Exhibits and Schedules have been omitted based on rule 601(b)(2). Such exhibits and schedules are described in the agreements. The registrant hereby agrees to furnish to the Commission upon its request any or all such ommitted exhibits or schedules. 4 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: May 14, 1998 CORPORATE OFFICE PROPERTIES TRUST By: /s/ Clay W. Hamlin, III --------------------------------------------- Name: Clay W. Hamlin, III Title: President and Chief Executive Officer By: /s/ Thomas D. Cassel --------------------------------------------- Name: Thomas D. Cassel Title: Vice President Finance 5