- ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 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): May 14, 1998 CORPORATE OFFICE PROPERTIES TRUST ------------------------------------------------------ (Exact name of registrant as specified in its charter) Maryland 0-20047 23-247217 - ------------------------------- --------------- --------------------------- (State or other jurisdiction of (Commission File (IRS Employer Identification incorporation) Number) 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 5. Other Events On May 14, 1998, Corporate Office Properties Trust ("the Company") through affiliates of Corporate Office Properties, L. P. (the "Operating Partnership") entered into a series of agreements with Constellation Real Estate Group, Inc., a wholly owned indirect subsidiary of Constellation Enterprises, Inc., and its affiliates (collectively, "Constellation") to acquire real estate properties and service businesses (collectively, the "Constellation Contribution"). The major components of the agreements provide that the Company will receive (i) sixteen operating office or retail properties, (ii) options to purchase three properties under development, as well as options and rights of first refusal on 92 acres of land, (iii) certain assets of Constellation's real estate management subsidiary, including its 75% interest in Constellation Realty Management, LLC, a real estate management firm. In exchange, the Company, through the Operating Partnership, will remit approximately $200 million in the form of (i) $104 million of cash and/or assumption of debt, (ii) $72 million of common shares (including 6.88 million common shares at $10.50 per share) and (iii) $24 million of convertible preferred shares. Upon consummation of the Constellation Contribution and assuming no other changes in the capital structure, Constellation will have a 41% interest in the Common Shares of Company as of the closing date. The Constellation Contribution is subject to several conditions including shareholders' approval. Item 7. Financial Statements and Exhibits Exhibit Number Description 99.1 Press release dated May 15, 1998 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: 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 3