UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 26, 2006 (July 20, 2006)
CORPORATE
OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
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Maryland |
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1-14023 |
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23-2947217 |
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(State or other
jurisdiction of |
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(Commission |
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(IRS Employer |
6711
Columbia Gateway Drive, Suite 300
Columbia, Maryland 21046
(Address of principal executive offices)
(443)
285-5400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On July 20, 2006, Corporate Office Properties Trust (the “Registrant”), the General Partner of Corporate Office Properties, L.P. (the “Operating Partnership”), entered into the Twenty First Amendment to Second Amended and Restated Limited Partnership Agreement (as so amended, the “Partnership Agreement”) of the Operating Partnership. The Amendment was entered into in connection with the issuance by the Operating Partnership of 3,390,000 Series J Preferred Units to the Registrant in connection with the contribution to the Operating Partnership by the Registrant of the net proceeds from a public offering of 3,390,000 of its 7.625% Series J Cumulative Redeemable Preferred Shares (the “Offering”), which carry a liquidation preference of $25 per share. Other than to acknowledge the contribution of the net proceeds of such Offering by the Registrant to the Operating Partnership in exchange for the Series J Preferred Units, the Amendment contains no substantive terms.
Item 9.01 Financial Statements and Exhibits
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(a) |
Financial Statements of Businesses Acquired |
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None |
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(b) |
Pro Forma Financial Information |
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None |
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(c) |
Shell Company Transactions |
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None |
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(d) |
Exhibits |
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Exhibit Number |
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Exhibit Title |
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10.1 |
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Twenty First Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., dated July 20, 2006. |
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.
Date: July 26, 2006
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CORPORATE OFFICE PROPERTIES TRUST |
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By: |
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/s/ Randall M. Griffin |
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Name: |
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Randall M. Griffin |
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Title: |
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President and Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit Number |
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Exhibit Title |
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10.1 |
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Twenty First Amendment to Second Amended and Restated Limited Partnership Agreement of Corporate Office Properties, L.P., dated July 20, 2006. |
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