<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended: DECEMBER 31, 1997.
Commission file number: 000-14282.
Exact name of registrant as specified in its charter:
T. ROWE PRICE ASSOCIATES, INC.
State of incorporation: MARYLAND.
I.R.S. Employer Identification No.: 52-0556948.
Address and Zip Code of principal executive offices: 100 EAST PRATT STREET,
BALTIMORE, MARYLAND 21202.
Registrant's telephone number, including area code: (410) 345-2000.
Securities registered pursuant to Section 12(b) of the Act: NONE.
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.20 PAR VALUE.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]. No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State the aggregate market value of the common stock (based on last reported
NNM price) held by non-affiliates of the registrant (excludes executive
officers and directors). $3,379,000,000 AT FEBRUARY 13, 1998.
Indicate the number of shares outstanding of the registrant's common stock,
as of the latest practicable date. 59,342,868 SHARES AT MARCH 23, 1998.
Documents incorporated by reference: IN PART III OF THIS FORM 10-K, THE
DEFINITIVE PROXY STATEMENT FOR THE 1998 ANNUAL MEETING OF STOCKHOLDERS (FORM
DEF 14A; ACCESSION NO. 0000080255-98-000355).
Exhibit index is at Item 14(a)3 on pages: 33-35.
<PAGE> 2
PART I.
ITEM 1. BUSINESS.
T. Rowe Price Associates, Inc. (Price Associates) and its consolidated
subsidiaries (collectively, the Company) serve as investment adviser to the
T. Rowe Price Mutual Funds (the Price Funds), other sponsored investment
portfolios, and private accounts of other institutional and individual
investors primarily domiciled in the United States of America, including
defined benefit and defined contribution retirement plans, endowments,
foundations, trusts, and other mutual funds including those which hold the
assets of variable annuity insurance contracts. Total assets under
management at December 31, 1997 were $124.3 billion, up $24.9 billion since
December 31, 1996. The Company also provides various investment advisory-
related administrative services to the Price Funds and its other investment
advisory clients, including mutual fund transfer agent, accounting and
shareholder services; participant recordkeeping and transfer agent services
for defined contribution retirement plans; and trust services. A discount
brokerage service is also offered. The Company was incorporated in Maryland
in January 1947 as successor to the investment counseling business formed by
the late Mr. T. Rowe Price in 1937.
The Company offers its Price Funds' shareholders and private accounts a broad
range of investment portfolios designed to attract and retain investors with
varying investment objectives. Shareholders are allowed to exchange balances
among mutual funds as economic and market conditions and investor needs
change. The Company frequently introduces new mutual funds and investment
portfolios designed to complement and expand its investment offerings,
respond to competitive developments in the financial marketplace, and meet
the changing needs of its funds' shareholders and private account investors.
New mutual funds and other investment portfolios are introduced when the
Company believes that it has personnel with sufficient investment expertise
to manage the portfolio successfully for a substantial group of investors
over a long period of time. The Company's base of assets under management
consists of a broad range of domestic and international stock, bond and money
market mutual funds and other investment portfolios which meet the varied
needs and objectives of its individual and institutional investment advisory
clients. Company revenues are dependent on the total value and composition
of assets under management; accordingly, fluctuations in financial markets
and in the composition of assets under management impact revenues and results
of operations.
In the performance of its investment advisory functions, the Company uses
fundamental, technical and cyclical security analysis methods. The Company
maintains a substantial internal equity and fixed income investment research
effort, which includes original industry and company research, utilizing such
sources as inspection of corporate activities, management interviews,
company-prepared information, financial information published by companies
and/or filed with the SEC, financial newspapers and magazines, corporate
rating services, and field checks with participants in the industry such as
suppliers or competitors. In addition, the Company utilizes research
<PAGE> 3
provided by brokerage firms in a supportive capacity; information is received
from private economists, political observers, foreign commentators,
government experts, and market and security analysts. In certain instances,
computerized data analyses are the bases of the stock selection process.
Investment objectives for the Price Funds and private accounts accommodate a
variety of investment strategies. Investors in the Price Funds select mutual
funds for investment based on the unique approaches that are detailed in each
fund's prospectus. Management of private account investments in stocks
include active approaches similar to those employed in several of the Price
Funds, including ones emphasizing large-cap blue chip growth, large-cap
value, mid-cap growth, mid-cap value, small-cap, small-cap growth, small-cap
value, international, and natural resources as well as systematic and
balanced portfolio strategies. Approaches for private account investing in
fixed income securities include active and systematic management strategies
and management of high yield securities and cash reserves. The Company has
also developed several specialized investment advisory services including
investing in private companies with prospects of becoming public companies,
investing in debt securities and creditor claims of financially-troubled
companies, the efficient disposition of equity distributions from venture
capital investments, and stable value investment contract management.
Average assets under management (in millions) during the past five years and
total assets under management at December 31, 1997 are:
1993 1994 1995 1996 1997 12/31/97
________ ________ ________ ________ ________ ________
Price Funds
Stock $ 14,713 $ 21,495 $ 27,211 $ 40,287 $ 55,969 $ 61,849
Bond and
money market 15,097 14,970 15,468 16,690 18,257 19,265
________ ________ ________ ________ ________ ________
Total 29,810 36,465 42,679 56,977 74,226 81,114
Private accounts 17,136 19,490 23,866 30,495 40,038 43,148
________ ________ ________ ________ ________ ________
Total assets under
management $ 46,946 $ 55,955 $ 66,545 $ 87,472 $114,264 $124,262
________ ________ ________ ________ ________ ________
________ ________ ________ ________ ________ ________
The Company's revenues (in thousands) from investment advisory and related
administrative services provided under agreements with the Price Funds and
other clients during the past five years are:
1993 1994 1995 1996 1997
________ ________ ________ ________ ________
Investment advisory fees
Price Funds
Stock $ 96,136 $145,020 $180,574 $260,807 $354,194
Bond and money market 70,879 68,437 70,535 75,181 81,771
________ ________ ________ ________ ________
Total 167,015 213,457 251,109 335,988 435,965
Private accounts 57,794 76,614 80,978 115,319 152,049
________ ________ ________ ________ ________
Total 224,809 290,071 332,087 451,307 588,014
________ ________ ________ ________ ________
Administrative fees
Price Funds 54,184 61,057 67,166 87,031 105,042
<PAGE> 4
Price Funds' shareholders
and others 23,024 24,615 27,211 30,772 39,864
________ ________ ________ ________ ________
Total 77,208 85,672 94,377 117,803 144,906
________ ________ ________ ________ ________
Total investment advisory
and administrative fees $302,017 $375,743 $426,464 $569,110 $732,920
________ ________ ________ ________ ________
________ ________ ________ ________ ________
PRICE FUNDS. The Company provides investment advisory, distribution and
other administrative services to the Price Funds under investment management,
underwriting, transfer agency and service agreements. Pursuant to investment
management agreements with each of the Price Funds, the Company provides
investment advisory services to each fund, subject to the authority of each
fund's board of directors and to each fund's fundamental investment
objective. The investment management agreements with the Price Funds are
approved annually by the directors of the respective funds, including a
majority of the directors who are not "interested persons" of the funds or
the Company as defined under the Investment Company Act of 1940, as amended
(the Investment Company Act). Amendments to such agreements must be approved
by the Price Funds' shareholders. Each agreement automatically terminates in
the event of its assignment (as defined in the Investment Company Act) and
either party may terminate the agreement without penalty after notice
(generally 60 days). Each fund has the right to use the "T. Rowe Price" name
for so long as its investment management agreement with the Company remains
in effect.
The Company is paid an investment advisory fee based upon the average daily
net assets of each fund and separate administrative fees for other services
rendered by the Company. Management of the Company and the independent
directors of the Price Funds regularly review the fund fee structures in
light of fund performance, the level and range of services provided, industry
conditions, and other factors. The advisory fee paid by each of the Price
Funds (excluding the Price Spectrum and Summit Funds, the Price Equity Index
500 Fund, and the Foreign Equity and Mid-Cap Equity Growth Funds) is computed
by multiplying the individual fund's average daily net assets by a fee rate
equal to the sum of a group charge based on the combined net assets of the
Price Funds and the applicable individual fund charge.
Except as noted in the following paragraph, each fund (excluding the Price
Spectrum and Summit Funds) bears all expenses associated with the operation
of the fund and the issuance and redemption of its securities. In
particular, each fund pays investment advisory fees; shareholder servicing
fees and expenses; fund accounting fees and expenses; transfer agent fees;
custodian fees and expenses; legal and auditing fees; expenses of preparing,
printing and mailing prospectuses and shareholder reports to existing
shareholders; registration fees and expenses; proxy and annual meeting
expenses; and independent directors' fees and expenses. All advertising,
promotion and selling expenses are borne by the Company.
The Company generally guarantees that a newly-organized fund's expenses will
not exceed a specified ratio during its initial operations. Advisory fees
and other mutual fund expenses in excess of these self-imposed limits are
absorbed by the Company and have not been material.
<PAGE> 5
Pursuant to underwriting agreements with each fund, T. Rowe Price Investment
Services, Inc. (TRP Investment Services) is the exclusive distributor of the
Price Funds. The agreements provide that TRP Investment Services shall
always offer the funds' shares at a public offering price equal to the net
asset value per share and shall use its best efforts to obtain investors for
the funds. The underwriting agreements with the Price Funds are approved
annually by the directors of the respective funds, including a majority of
the directors who are not "interested persons" of the funds or the Company as
defined under the Investment Company Act. Each agreement automatically
terminates in the event of its assignment (as defined in the Investment
Company Act), and either party may terminate the agreement without penalty
after notice (generally 60 days). TRP Investment Services does not receive a
separate fee for its services to the Price Funds.
The Company expends substantial resources in advertising and direct mail
communications to existing and potential Price Funds' shareholders and in
providing the staff and communications capabilities to respond to inquiries.
The Company's marketing effort has traditionally been focused in the print
media, but in recent years, the Company has expanded its promotional
activities to the television market including cable channels. The level of
advertising and promotion expenditures varies over time as market conditions
and cash inflows to the Price Funds warrant. In addition, considerable
direct marketing efforts are targeted at participant-directed defined
contribution plans that invest, in whole or in part, in mutual funds.
Pursuant to agreements with the Price Funds, T. Rowe Price Services, Inc.
(TRP Services) provides mutual fund transfer agency and shareholder services,
including maintenance of staff and equipment to respond to all telephone
inquiries from shareholders. In addition, Price Associates provides mutual
fund accounting services including maintenance of financial records,
preparation of financial statements and reports, daily valuation of portfolio
securities and computation of daily net asset values per share.
T. Rowe Price Retirement Plan Services, Inc. (TRP Retirement Plan Services)
provides participant accounting, plan administration and transfer agent
services for defined contribution retirement plans that invest in the Price
Funds. Plan sponsors compensate TRP Retirement Plan Services for certain
services while the Price Funds compensate it for maintaining and
administering the individual participant accounts for those plans that invest
in the Price Funds.
The Company provides certain trust services through its Maryland-chartered
limited service trust company, T. Rowe Price Trust Company, Inc. (TRP Trust
Company). TRP Trust Company serves as custodian or trustee for the Price
Funds' prototype retirement plans, IRAs, and certain other retirement plans.
TRP Trust Company also sponsors common trust funds principally for investment
by qualified employee retirement plans. Under its charter, TRP Trust Company
may not be in the business of accepting deposits and cannot make personal or
commercial loans.
Each of the Price Funds has a distinct investment objective that has been
<PAGE> 6
developed as part of the Company's strategy to provide a broad and balanced
selection of investment products. All Funds are sold exclusively by the
Company on a no-load basis (without a sales commission). No-load mutual
funds offer investors a low-cost and relatively easy method of investing in a
variety of stock and bond products. The Company believes that its
distribution methods and fund shareholder and administrative services promote
stability of assets in the Price Funds through market cycles in addition to
reducing costs to fund shareholders.
At December 31, 1997, assets under management in the Price Funds aggregated
$81.1 billion, an increase of $16.7 billion during 1997. Advisory services
to international funds, which totalled $16.7 billion at December 31, 1997,
are provided by Rowe Price-Fleming International, Inc. (RPFI) while Price
Associates is the investment adviser to the domestic funds. The following
information sets forth the net assets at December 31, 1997 of each fund
available to the investing public and includes the year the fund was added
to the Price family of funds.
STOCK FUNDS:
Growth Stock (1950) $ 3,988,000,000
New Horizons (1960) 5,104,000,000
New Era (1969) 1,493,000,000
International Stock (1980) 9,721,000,000
Growth & Income (1982) 3,447,000,000
Equity Income (1985) 12,771,000,000
New America Growth (1985) 1,758,000,000
Capital Appreciation (1986) 1,060,000,000
Science & Technology (1987) 3,539,000,000
International Discovery (1988) 228,000,000
Small-Cap Value (1988) 2,088,000,000
Equity Index 500 (1990) 1,908,000,000
European Stock (1990) 1,021,000,000
New Asia (1990) 782,000,000
Balanced (1991) 1,219,000,000
Japan (1991) 152,000,000
Dividend Growth (1992) 747,000,000
Mid-Cap Growth (1992) 1,839,000,000
Small-Cap Stock (1992) 816,000,000
Blue Chip Growth (1993) 2,345,000,000
Latin America (1993) 433,000,000
Media & Telecommunications (1993) 134,000,000
Capital Opportunity (1994) 109,000,000
Personal Strategy - Balanced (1994) 282,000,000
Personal Strategy - Growth (1994) 98,000,000
Personal Strategy - Income (1994) 66,000,000
Value (1994) 546,000,000
Emerging Markets Stock (1995) 124,000,000
Global Stock (1995) 34,000,000
Health Sciences (1995) 271,000,000
Financial Services (1996) 177,000,000
Mid-Cap Value (1996) 218,000,000
<PAGE> 7
Diversified Small-Cap Growth (1997) 72,000,000
Real Estate (1997) 7,000,000
Tax-Efficient Balanced (1997) 14,000,000
The Company also sponsors two other stock funds for institutional investors:
the Foreign Equity Fund, an international fund begun in 1989, and the Mid-Cap
Equity Growth Fund, a domestic fund begun in 1996. Assets under management
in these two funds were $3,238,000,000 at December 31, 1997.
BOND AND MONEY MARKET FUNDS:
New Income (1973) $ 1,945,000,000
Prime Reserve (1976) 4,536,000,000
Tax-Free Income (1976) 1,385,000,000
Tax-Exempt Money (1981) 714,000,000
U.S. Treasury Money (1982) 827,000,000
Tax-Free Short-Intermediate (1983) 439,000,000
High Yield (1984) 1,572,000,000
Short-Term Bond (1984) 345,000,000
GNMA (1985) 1,063,000,000
Tax-Free High Yield (1985) 1,199,000,000
California Tax-Free Bond (1986) 188,000,000
California Tax-Free Money (1986) 85,000,000
International Bond (1986) 826,000,000
New York Tax-Free Bond (1986) 171,000,000
New York Tax-Free Money (1986) 91,000,000
Maryland Tax-Free Bond (1987) 908,000,000
U.S. Treasury Intermediate (1989) 199,000,000
U.S. Treasury Long-Term (1989) 207,000,000
Global Government Bond (1990) 44,000,000
New Jersey Tax-Free Bond (1991) 94,000,000
Short-Term U.S. Government (1991) 102,000,000
Virginia Tax-Free Bond (1991) 227,000,000
Tax-Free Insured Intermediate Bond (1992) 106,000,000
Florida Insured Intermediate Tax-Free Bond (1993) 96,000,000
Georgia Tax-Free Bond (1993) 47,000,000
Maryland Short-Term Tax-Free Bond (1993) 107,000,000
Summit Cash Reserves (1993) 1,273,000,000
Summit GNMA (1993) 32,000,000
Summit Limited-Term Bond (1993) 31,000,000
Summit Municipal Income (1993) 37,000,000
Summit Municipal Intermediate (1993) 53,000,000
Summit Municipal Money Market (1993) 140,000,000
Emerging Markets Bond (1994) 124,000,000
Virginia Short-Term Tax-Free Bond (1994) 19,000,000
Corporate Income (1995) 33,000,000
In addition, the Company also sponsors the Spectrum series of funds (Growth,
Income and International), three mutual funds that invest in a broadly
diversified portfolio of other T. Rowe Price funds. Assets under management
in these funds, which aggregated $4,679,000,000 at December 31, 1997, are
included in the amounts presented above for each underlying fund.
<PAGE> 8
PRIVATE ACCOUNTS. The Company also serves as investment adviser to pension,
profit sharing and other employee benefit plans, endowments, foundations,
trusts, individuals, corporations, other mutual funds (including those which
hold the assets of variable annuity insurance contracts issued by independent
insurance companies) and other investors who are principally domiciled in the
United States. Private account assets aggregate almost $43.2 billion at
December 31, 1997. No private account client accounted for more than 6% of
the Company's 1997 private account investment advisory revenues. Investment
management services are provided to client accounts on an individual basis
and through sponsored investment portfolios organized generally as
partnerships and common trust funds. Sponsored investment portfolios have
generally been issued through private placements. Various special-purpose
subsidiaries generally serve as the general partner of the sponsored
investment partnerships.
Fees for separately managed private account clients are generally computed
based on the value of assets under management. The standard form of
investment advisory agreement with private account clients provides that the
agreement may be terminated at any time and that any unearned fees paid in
advance will be refunded. The minimum account size is generally $20 million
for institutional private account services, although the minimum account size
for certain specialized investment services may be higher. Fees for
sponsored portfolio management are based on individual product advisory
agreements, which result from consideration of, among other things, the type
of investments to be made and the unique investment management services to be
provided.
Many specialized investment advisory services are provided to private
accounts by Price Associates and its investment adviser subsidiaries.
International equity and fixed income securities management, which totalled
almost $13.4 billion at December 31, 1997, is provided by RPFI. Management
of stable value investment contracts, totalling $7.1 billion at December 31,
1997, is provided by T. Rowe Price Stable Asset Management, Inc. (TRP Stable
Asset Management).
RPFI. TRP Finance, Inc., an investment holding company subsidiary, owns 50%
of the common stock of RPFI which, by virtue of the Company's controlling
interest,is consolidated into the Company's financial statements. The
balance of the common stock of RPFI is owned equally by Copthall Overseas
Limited (United Kingdom), a subsidiary of the London-based merchant banking
group Robert Fleming Holdings Limited, and Jardine Fleming International
Holdings Limited (Cayman Islands), a subsidiary of the Jardine Fleming Group
Limited, an investment bank in the Asia-Pacific Region. During 1997,
international assets under management by RPFI increased $.8 billion to $30.0
billion. RPFI's financial information and assets under management are
included in the Company's consolidated financial data and statistical
information presented elsewhere in this Form 10-K.
International investment research is provided to RPFI by affiliates of its
minority stockholders. Fees paid for these services are based on RPFI's
assets under management.
<PAGE> 9
REGULATION. Price Associates, RPFI, TRP Stable Asset Management, and T. Rowe
Price (Canada), Inc. (TRP Canada) are registered with the Securities and
Exchange Commission under the Investment Advisers Act of 1940 and all
applicable state securities agencies. Each of the Price Funds is registered
with the Securities and Exchange Commission under the Investment Company Act
and, except for the specific state tax-free funds, is qualified for sale
throughout the United States and Puerto Rico. TRP Services is registered
under the Exchange Act as a transfer agent, and TRP Trust Company is
regulated by the State of Maryland Bank Commissioner. TRP Canada is also
registered as an investment adviser with the Ontario Securities Commission,
though it has not conducted operations since mid-1996.
TRP Investment Services is registered as a broker-dealer under the Securities
Exchange Act of 1934 (Exchange Act) and all applicable state securities laws
and is a member of the National Association of Securities Dealers and the
Securities Investor Protection Corporation. TRP Investment Services provides
discount brokerage services primarily to complement the other investment
services offered to shareholders of the Price Funds. All discount brokerage
transactions are cleared through and accounts maintained by BHC Securities,
Inc., an independent clearing broker.
All aspects of the Company's business are subject to extensive federal and
state laws and regulations. These laws and regulations are primarily
intended to benefit or protect the Company's clients and the Price Funds'
shareholders and generally grant supervisory agencies and bodies broad
administrative powers, including the power to limit or restrict the Company
from carrying on its business in the event that it fails to comply with such
laws and regulations. In such event, the possible sanctions that may be
imposed include the suspension of individual employees, limitations on
engaging in certain lines of business for specified periods of time,
revocation of the investment adviser and other registrations, censures and
fines.
The Company and certain of its subsidiaries are subject to net capital
requirements including those of various federal and state regulatory
agencies. The Company's net capital, as defined, has consistently met or
exceeded all minimum requirements.
COMPETITION. As a member of the financial services industry, the Company is
subject to substantial competition in all aspects of its business. A
significant number of mutual funds are sold to the public by investment
management firms, broker-dealers, banks and insurance companies and, in
recent years, brokerage and other mutual fund companies have extended their
product offerings to include other sponsors' mutual funds. The Company
competes with brokerage and investment banking firms, insurance companies,
banks, and other financial institutions in all aspects of its business. Many
of these financial institutions have substantially greater resources than the
Company. The Company competes with other providers of investment management
services primarily on the basis of the range of investment portfolios
offered, investment performance, the manner in which investment portfolios
are distributed, and the scope and quality of the services provided.
<PAGE> 10
The Company believes that competition within the investment management
industry will increase as a result of consolidation and acquisition activity.
In order to maintain and enhance its competitive position as an independent,
no-load, direct marketer of mutual funds, the Company may review acquisition
prospects and, if appropriate opportunities arise, engage in discussions or
negotiations that could lead to acquisitions by the Company. The Company is
not currently party to any agreements or understandings regarding any
acquisitions.
EMPLOYEES. At December 31, 1997, the Company and its subsidiaries had
approximately 3,100 active, full-time employees. The Company employs
additional temporary and part-time personnel to meet periodic demands for its
mutual fund shareholder and investor services as well as its technology-based
support functions.
ITEM 2. PROPERTIES.
The Company's primary corporate offices consist of approximately 270,000
square feet of leased space located at 100 East Pratt Street in Baltimore,
Maryland.
TRP Suburban, Inc. owns an operations center in Owings Mills, Maryland
consisting of approximately 110,000 square feet. The facility houses a
portion of the Company's administrative services operations. The underlying
land has been leased until 2089.
TRP Suburban Second, Inc. owns 70 acres of land in Owings Mills, Maryland and
has developed two buildings totalling 207,000 square feet of space for operating
facilities. Construction of two additional buildings totalling approximately
360,000 square feet began late in the first quarter of 1998. The acreage will
also accommodate additional development. TRP Suburban Second also owns a
46,000 square foot technology center on a separate parcel of land in Owings
Mills, Maryland.
Information concerning anticipated 1998 capital expenditures is set forth in
the last paragraph of the Capital Resources and Liquidity section of Item 7
of this Form 10-K.
The Company also leases facilities in Los Angeles and San Francisco,
California; Owings Mills, Maryland; Glen Allen, Virginia; Washington, D.C.;
and Tampa, Florida. Future minimum rental payments under noncancelable
operating leases at December 31, 1997 are set forth in Note 8 to the
consolidated financial statements included in Item 8 of this Form 10-K.
ITEM 3. LEGAL PROCEEDINGS.
From time to time, the Company is a party to various claims arising in the
ordinary course of business. In the opinion of management, after
consultation with counsel, it is unlikely that any adverse determination in
one or more pending claims would have a material adverse effect on the
<PAGE> 11
Company's financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Company's stockholders during the
fourth quarter of 1997.
ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
The following information includes the names, ages, and positions of the
executive officers of the Company. There are no arrangements or
understandings pursuant to which any person serves the Company.
George A. Roche (56), Chairman (1997), President (1997), Managing Director
(1989) and Chief Financial Officer (1984-1997)
James S. Riepe (54), Vice Chairman (1997) and Managing Director (1989)
M. David Testa (53), Vice Chairman (1997) and Managing Director (1989)
Alvin M. Younger, Jr. (48), Chief Financial Officer (1997), Managing Director
(1990), Treasurer (1985) and Secretary (1987)
Edward C. Bernard (42), Managing Director (1995) and Vice President
(1989-1995)
Michael A. Goff (38), Managing Director (1997) and Vice President (1994-1997)
Andrew C. Goresh (49), Managing Director (1997) and Vice President
(1985-1997) (Has resigned effective in April 1998.)
Henry H. Hopkins (55), Managing Director (1989)
James A.C. Kennedy (44), Managing Director (1990)
William T. Reynolds (49), Managing Director (1990)
Charles E. Vieth (41), Managing Director (1993)
Similar information for certain significant employees who are the Company's
other managing directors follows.
John H. Laporte (52), Managing Director (1989)
Brian C. Rogers (42), Managing Director (1991)
Preston G. Athey (48), Managing Director (1997) and Vice President
(1991-1997)
Brian W.H. Berghuis (39), Managing Director (1997) and Vice President
(1991-1997)
Stephen W. Boesel (53), Managing Director (1993)
Thomas H. Broadus, Jr. (60), Managing Director (1989)
Mary J. Miller (42), Managing Director (1993)
Charles A. Morris (35), Managing Director (1995) and Vice President
(1990-1995)
George A. Murnaghan (41), Managing Director (1997) and Vice President (1986-
1997)
Edmund M. Notzon (52), Managing Director (1997) and Vice President (1991-
1997)
R. Todd Ruppert (41), Managing Director (1997) and Vice President (1988-1997)
Charles P. Smith (54), Managing Director (1990)
Peter Van Dyke (59), Managing Director (1990)
<PAGE> 12
Richard T. Whitney, (39), Managing Director (1995) and Vice President
(1988-1995)
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common stock ($.20 par value) trades on The Nasdaq National
Market under the symbol "TROW". The high and low trade price information and
dividends per share during the past two years were:
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
________ ________ ________ ________
1996 - High price $ 29.250 $ 31.250 $ 35.750 $ 45.625
Low price $ 21.313 $ 24.750 $ 22.750 $ 32.000
Cash dividends declared $ .105 $ .105 $ .105 $ .13
1997 - High price $ 54.250 $ 52.000 $ 67.875 $ 73.750
Low price $ 37.125 $ 36.500 $ 50.000 $ 57.875
Cash dividends declared $ .13 $ .13 $ .13 $ .17
At February 13, 1998, there were approximately 3,100 holders of record of the
Company's outstanding common stock.
ITEM 6. SELECTED FINANCIAL DATA.
Year ended December 31,
____________________________________________________
1993 1994 1995 1996 1997
________ ________ ________ ________ ________
(in millions, except per-share amounts)
Revenues $ 310.0 $ 382.4 $ 439.3 $ 586.1 $ 755.0
Net income $ 48.5 $ 61.2 $ 75.4 $ 98.5 $ 144.4
Basic earnings
per share (1) $ .84 $ 1.06 $ 1.32 $ 1.72 $ 2.48
Diluted earnings
per share (1) $ .79 $ 1.00 $ 1.24 $ 1.59 $ 2.25
Cash dividends
declared per
share (1) $ .2225 $ .275 $ .345 $ .445 $ .56
Weighted average
shares
outstanding (1) 57.8 57.7 57.1 57.2 58.1
Weighted average
shares outstanding -
assuming dilution (1) 61.2 61.1 61.1 61.9 64.0
(1) Retroactively adjusted to give effect to the 2-for-1 stock split in April
1996.
<PAGE> 13
December 31,
________________________________________________
1993 1994 1995 1996 1997
________ ________ ________ ________ ________
(in millions, except as noted)
Balance sheet data
Total assets $ 263.4 $ 297.3 $ 365.3 $ 478.8 $ 646.1
Debt $ 12.9 $ 12.6 $ -- $ -- $ --
Stockholders'
equity $ 196.0 $ 216.2 $ 274.2 $ 345.7 $ 486.7
Assets under manage-
ment (in billions) $ 54.4 $ 57.8 $ 75.4 $ 99.4 $ 124.3
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
GENERAL.
T. Rowe Price Associates, Inc. and its consolidated subsidiaries (the
Company) derives its revenue primarily from investment advisory and
administrative services provided to the sponsored Price Mutual Funds (the
Funds), other sponsored investment portfolios, and private accounts of other
institutional and individual investors. Investment advisory fees are
generally based on the net assets of the portfolios managed. The majority of
administrative revenues are derived from services provided to the Funds.
The Company's base of assets under management consists of a broad range of
domestic and international stock, bond, and money market mutual funds and
other investment portfolios which meet the varied needs and objectives of its
individual and institutional investment advisory clients. At December 31,
1997, total assets under management are $124.3 billion, including $81.1
billion in the Funds. Equity investments comprise more than 70% of total
assets under management at the end of 1997.
RESULTS OF OPERATIONS.
1997 versus 1996. Net income increased $45.9 million or 47% to $144.4
million or diluted earnings per share of $2.25 from nearly $98.5 million or
diluted earnings per share of $1.59. Total revenues increased 29% from $586
million to a record of nearly $755 million, led by an increase of almost $137
million in investment advisory fees.
Investment advisory revenues from the Funds increased $100.0 million as the
Fund's average assets under management rose more than $17.2 billion to $74.2
billion. Fund assets totalled $81.1 billion at December 31, 1997, up $16.7
billion during the year, with $61.8 billion in stock funds which also account
for most of the increase during the year. Net cash inflows to the Funds
during 1997 totalled $8.5 billion while appreciation in U.S. stocks drove the
remaining increase of $8.2 billion. Advisory fees from private accounts and
other sponsored investment portfolios contributed the balance of the
investment advisory revenue gains. These assets under management rose to
$43.2 billion at December 31, 1997, up $8.2 billion for 1997. Total assets
<PAGE> 14
under management closed 1997 at $124.3 billion, up from $99.4 billion at the
end of 1996.
Administrative fees from services to the Funds and their shareholders grew
$27.1 million during 1997 to $144.9 million. Revenue gains were primarily
attributable to the Company's defined contribution retirement plan
recordkeeping services and mutual fund transfer agent; however, increases in
related operating expenses more than offset these gains. Commissions from
increased trading volume in discount brokerage contributed $3.7 million of
the revenue increase.
Investment and other income rose $5.1 million primarily due to greater income
from the Company's larger mutual fund investments, including its money market
fund holdings.
Operating expenses increased 23% to $490.2 million. Greater compensation and
related costs, which were up $56.8 million, were attributable to increases in
performance-related rates of compensation and a 20% increase in the number of
employees during the year primarily to support the Company's growing
administrative services and technology support operations. At year-end 1997,
the Company employed 3,100 associates.
Advertising and promotion expenditures increased 15% to $67.0 million as the
Company endeavored to take advantage of the generally favorable stock market
environment and, late in the year, retirement investing opportunities created
by the Taxpayer Relief Act of 1997. These expenditures will vary over time
as market conditions and cash flows to the Funds warrant. Occupancy and
equipment expense was up due to the expansion of operating facilities and
equipment acquisitions, primarily investments in technology. International
investment research fees increased 20% or $7.8 million as international
assets under management rose to $30.0 billion, including $16.7 billion in the
Funds. Other operating expenses increased $2.2 million due to greater costs
associated with the Company's business growth.
Higher net income reported on a separate company basis by the Company's 50%-
owned subsidiary, Rowe Price-Fleming International, Inc. (RPFI), resulted in
the increase in income attributable to the minority interests in the
Company's consolidated subsidiaries. RPFI manages the international assets
included in the Company's total assets under management.
1996 versus 1995. Net income increased $23.0 million or 31% to $98.5 million
or diluted earnings per share of $1.59 from $75.4 million or diluted earnings
per share of $1.24. Results for 1995 include a $1.0 million extraordinary
charge from the early extinguishment of the Company's long-term debt which
reduced diluted earnings per share $.01. Total revenues increased 33% from
$439.3 million to a record of $586.1 million, led by an increase of $119.2
million in investment advisory fees.
Investment advisory revenues from the Funds increased $84.9 million as
average fund assets under management rose $14.3 billion to $57.0 billion.
<PAGE> 15
Fund assets totalled $64.4 billion at December 31, 1996, up $15.8 billion
during the year, with stock funds accounting for most of the increase. Net
cash inflows to the Funds during 1996 totalled $8.6 billion, more than double
that of the record annual net inflows of $3.9 billion previously achieved in
1993. Private accounts and other sponsored portfolios and performance
management fees earned from sponsored partnerships contributed the balance of
the investment advisory revenue gains as these assets under management rose
$8.1 billion to $35.0 billion at December 31, 1996. Total assets under
management at year end increased to nearly $99.4 billion from $75.4 billion.
Administrative fees from services to the Funds and their shareholders rose
25% during 1996 to $117.8 million, primarily as a result of growth in the
activities of the Company's mutual fund transfer agent and defined
contribution retirement plan recordkeeping services; however, increases in
related operating expenses more than offset these revenue gains.
Investment and other income rose $4.1 million primarily due to greater
capital gain dividends from the Company's holdings of stock mutual funds and
higher earnings recognized from partnership investments.
Operating expenses increased 35% to $398.6 million. Greater compensation and
related costs, which were up $41.5 million, were attributable to increases in
performance-related rates of compensation and a 35% increase in the number of
employees during the year primarily to support the Company's growing
administrative and technology support operations. Advertising and promotion
expenditures increased 67% to $58.3 million as the Company sought to
capitalize on the strong investor demand for stock mutual funds. Occupancy
and equipment expense was up due to expansion of facilities and
equipment acquisitions, primarily investments in technology assets.
International investment research fees increased 31% or $9.3 million as
international assets under management rose to $29.2 billion, including $16.6
billion in the Funds. Other operating expenses increased $15.8 million due
primarily to greater costs associated with the Company's growing operations.
Charitable contributions, which increased $3.6 million from 1995, also
contributed to the increase.
The provision for income taxes increased as a percentage of income before
income taxes and minority interests primarily due to the recognition of
federal research expenditure credits in the prior year.
Higher net income reported on a separate company basis by RPFI resulted in
the increase in income attributable to the minority interests in the
Company's consolidated subsidiaries.
CAPITAL RESOURCES AND LIQUIDITY.
During the three years ended December 31, 1997, stockholders' equity
increased 125% from $216.2 million to $486.7 million. Stockholders' equity
at December 31, 1997 includes $28.9 million of net unrealized security
holding gains on the Company's investments in sponsored mutual funds and
<PAGE> 16
$41.0 million which is restricted as to use under various regulations and
agreements to which the Company and its subsidiaries are subject in the
ordinary course of business.
At December 31, 1997, the Company held net liquid assets of more than $300
million to meet business demands and opportunities. In addition, $20 million
is available to the Company under unused bank lines of credit.
Operating activities provided net cash inflows of $197.8 million in 1997 as
net income increased $45.9 million from the prior year. Comparatively, 1996
provided net operating cash inflows of $141.2 million. Net cash expended in
investing activities during 1997 totalled $79.7 million, a $10.3 million
increase over 1996. Property and equipment expenditures increased $11.3
million to $70.1 million in 1997, including $34.9 million for the completion
of additional office facilities and the acquisition of additional land in
Owings Mills, Maryland. Financing activities consumed $32.3 million in 1997,
down $6.4 million from 1996.
The Company anticipates 1998 property and equipment acquisitions of
approximately $61 million, including $32 million for development of two
additional office buildings in Owings Mills, Maryland. Additional
construction and furnishing costs of approximately $39 million for completing
these new facilities are expected in 1999. These capital expenditures are
expected to be funded from liquid assets currently available and from
operating cash inflows. Commitments for additional investments in
partnerships and other ventures aggregate $6.9 million at December 31, 1997.
YEAR 2000 ISSUE.
Many existing computer programs employed throughout the world use two digits
rather than four to identify the year. These programs, if not adapted, will
not correctly handle the change from "99" to "00" on January 1, 2000, and
will no longer be able to perform necessary functions. The Year 2000 issue
affects all companies and organizations.
The Company has implemented steps intended to assure that its computer
systems and processes are capable of Year 2000 processing. The Company's
goal is to have all major systems reprogrammed by the end of 1998, leaving a
full twelve months for system testing prior to the year 2000. Year 2000
readiness assessments have been made in the Company's major application
areas. Detailed plans for remediation efforts have been developed and are
underway. Because the Company exchanges data electronically with customers
and vendors, the Company is also working with these third parties to assess
the adequacy of their compliance efforts, and is developing contingency plans
intended to assure that third-party noncompliance will not materially affect
the Company's operations.
The Company presently estimates that it will incur expenses of $21 million on
Year 2000 compliance efforts during the next three years, with approximately
two-thirds of the expense in 1998. The Company cannot assure that the costs
of its Year 2000 compliance efforts will not be significantly more in the
<PAGE> 17
event that presently unidentified complications arise; however, the Company
believes that it will be able to fund any additional costs from available
resources without materially affecting liquidity, financial condition, or
future prospects.
FORWARD-LOOKING INFORMATION.
Information or statements provided by or on behalf of the Company from time
to time, including those within this Annual Report, may contain certain
"forward-looking information," including information relating to anticipated
growth in revenues or earnings per share, anticipated changes in the amount
and composition of assets under management, anticipated expense levels, and
expectations regarding financial market conditions. The Company cautions
readers that any forward-looking information provided by or on behalf of the
Company is not a guarantee of future performance. Actual results may differ
materially from those in forward-looking information as a result of various
factors, including but not limited to those discussed below. Further, such
forward-looking statements speak only as of the date on which such statements
are made, and the Company undertakes no obligation to update any forward-
looking statement to reflect events or circumstances after the date on which
such statement is made or to reflect the occurrence of unanticipated events.
The Company's future revenues may fluctuate due to factors such as: the
total value and composition of assets under management and related cash
inflows or outflows in mutual funds and private accounts; fluctuations in the
worldwide financial markets, including those in emerging countries, resulting
in appreciation or depreciation of assets under management; the relative
investment performance of the Company's sponsored investment portfolios and
private accounts as compared to competing offerings and market indices; the
extent to which performance-based investment advisory fees are earned from
private accounts; the expense ratios of the Company's sponsored investment
portfolios; investor sentiment and investor confidence in mutual funds; the
ability of the Company to maintain investment management fees at current
levels; competitive conditions in the mutual funds industry; the introduction
of new mutual funds and investment portfolios; the ability of the Company to
contract with the Funds for payment for administrative services offered to
the Funds and their shareholders; the continuation of trends in the
retirement plan marketplace favoring defined contribution plans and
participant-directed investments; and the amount and timing of income
recognized on the Company's investment portfolio.
The Company's future operating results are also dependent upon the level of
operating expenses, which are subject to fluctuation for the following or
other reasons: changes in the level of advertising expenses in response to
market conditions or other factors; variations in the level of compensation
expense incurred by the Company, including performance-based compensation
based on the Company's financial results, as well as changes in response to
the size of the total employee population, competitive factors, or other
reasons; changes in the manner in which the Company provides international
investment services; expenses and capital costs, including depreciation,
amortization and other non-cash charges, incurred by the Company to maintain
<PAGE> 18
its administrative and service infrastructure, including costs incurred with
respect to readiness for Year 2000 processing; unanticipated costs that may
be incurred by the Company from time to time to protect investor accounts and
client goodwill; and third-party noncompliance in Year 2000 processing.
The Company's revenues are substantially dependent on revenues from the
Funds, which could be adversely affected if the independent directors of one
or more of the Funds determined to terminate or significantly alter the terms
of one or more investment management agreements.
The Company's business is also subject to substantial governmental
regulation, and changes in legal, regulatory, accounting, tax, and compliance
requirements may have a substantial effect on the Company's business and
results of operations, including but not limited to effects on the level of
costs incurred by the Company and effects on investor interest in mutual
funds in general or in particular classes of mutual funds.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Because the Company's market capitalization on January 28, 1997 was less than
$2.5 billion, this item is not applicable until the filing of the 1998 Form
10-K Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Index to Financial Statements:
Report of Independent Accountants 19
Consolidated Balance Sheets at December 31, 1996 and 1997 20
Consolidated Statements of Income for each of the
three years in the period ended December 31, 1997 21
Consolidated Statements of Cash Flows for each of the
three years in the period ended December 31, 1997 22
Consolidated Statements of Stockholders' Equity for
each of the three years in the period ended December 31, 1997 23
Summary of Significant Accounting Policies 25
Notes to Consolidated Financial Statements 27
including Supplementary Quarterly Financial Data 32
<PAGE> 19
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors
of T. Rowe Price Associates, Inc.
In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of T. Rowe Price Associates, Inc. and its subsidiaries at
December 31, 1996 and 1997, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1997,
in conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
/s/ PRICE WATERHOUSE LLP
Baltimore, Maryland
January 26, 1998
<PAGE> 20
T. ROWE PRICE ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEETS
December 31,
__________________
1996 1997
________ ________
(in thousands)
ASSETS
Cash and cash equivalents (Note 1) $114,551 $200,409
Accounts receivable (Note 1) 73,239 86,795
Investments in sponsored mutual funds (Note 1) 143,410 173,729
Partnership and other investments (Note 8) 25,161 19,030
Property and equipment (Note 2) 101,207 142,497
Other assets (Note 3) 21,266 23,607
________ ________
$478,834 $646,067
________ ________
________ ________
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable and accrued expenses $ 31,529 $ 30,722
Accrued compensation and retirement costs 41,523 49,694
Income taxes payable (Note 4) 14,464 19,102
Dividends payable 7,484 10,039
Minority interests in consolidated subsidiaries 38,168 49,837
________ ________
Total liabilities 133,168 159,394
________ ________
Commitments and contingent liabilities (Note 8)
Stockholders' equity (Notes 1, 5 and 8)
Preferred stock, undesignated, $.20 par value -
authorized and unissued 20,000,000 shares -- --
Common stock, $.20 par value - authorized
200,000,000 shares; issued 57,572,791 shares
in 1996 and 59,097,705 shares in 1997 11,514 11,819
Capital in excess of par value 7,823 30,707
Retained earnings 306,566 415,279
Accumulated other comprehensive income 19,763 28,868
________ ________
Total stockholders' equity 345,666 486,673
________ ________
$478,834 $646,067
________ ________
________ ________
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 21
T. ROWE PRICE ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF INCOME
Year ended December 31,
__________________________
1995 1996 1997
________ ________ ________
(in thousands, except
per-share amounts)
Revenues (Note 1)
Investment advisory fees $332,087 $451,307 $588,014
Administrative fees 94,377 117,803 144,906
Investment and other income 12,835 16,960 22,037
________ ________ ________
439,299 586,070 754,957
________ ________ ________
Expenses
Compensation and related costs (Notes 5 and 6) 155,400 196,925 253,676
Advertising and promotion 34,843 58,291 66,954
Occupancy and equipment (Note 8) 38,968 51,850 68,018
International investment research fees 30,023 39,328 47,105
Other operating expenses (Note 7) 36,372 52,205 54,445
________ ________ ________
295,606 398,599 490,198
________ ________ ________
Income before income taxes and minority
interests 143,693 187,471 264,759
Provision for income taxes (Note 4) 54,335 72,608 101,208
________ ________ ________
Income from consolidated companies 89,358 114,863 163,551
Minority interests in consolidated subsidiaries 12,900 16,410 19,154
________ ________ ________
Income before extraordinary charge 76,458 98,453 144,397
Extraordinary charge from early extinguishment
of debt, net of income tax benefit (Note 7) (1,049) -- --
________ ________ ________
Net income $ 75,409 $ 98,453 $144,397
________ ________ ________
________ ________ ________
Earnings per share
Basic, which was reduced $.02 per share in
1995 because of the extraordinary charge $ 1.32 $ 1.72 $ 2.48
________ ________ ________
________ ________ ________
Diluted, which was reduced $.01 per share
in 1995 because of the extraordinary charge $ 1.24 $ 1.59 $ 2.25
________ ________ ________
________ ________ ________
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 22
T. ROWE PRICE ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
______________________________
1995 1996 1997
________ ________ ________
(in thousands)
Cash flows from operating activities
Net income $ 75,409 $ 98,453 $144,397
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization of
property and equipment 13,278 18,062 29,034
Minority interests in consolidated
subsidiaries 12,900 16,410 19,154
Increase in accounts receivable (9,119) (17,398) (13,556)
Increase in accounts payable and accrued
liabilities 6,055 27,421 19,016
Other changes in assets and liabilities 3,229 (1,792) (237)
________ ________ ________
Net cash provided by operating activities 101,752 141,156 197,808
________ ________ ________
Cash flows from investing activities
Investments in sponsored mutual funds (19,101) (14,151) (28,675)
Proceeds from dispositions of sponsored
mutual funds 6,846 3,580 14,172
Partnership and other investments (1,387) (7,186) (2,146)
Distributions from partnership investments 2,076 7,201 7,062
Additions to property and equipment (23,906) (58,771) (70,081)
________ ________ ________
Net cash used in investing activities (35,472) (69,327) (79,668)
________ ________ ________
Cash flows from financing activities
Purchases of stock (9,679) (19,667) (9,655)
Receipts relating to stock issuances 4,455 5,061 15,066
Dividends paid to stockholders (18,259) (24,058) (30,132)
Distributions to minority interests (7,720) (45) (7,561)
Debt payments (12,613) -- --
Extraordinary charge from early
extinguishment of debt (1,049) -- --
________ ________ ________
Net cash used in financing activities (44,865) (38,709) (32,282)
________ ________ ________
Cash and cash equivalents
Net increase during year 21,415 33,120 85,858
At beginning of year 60,016 81,431 114,551
________ ________ ________
At end of year $ 81,431 $114,551 $200,409
________ ________ ________
________ ________ ________
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 23
T. ROWE PRICE ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)
Accumu-
Capital lated
Common in other Total
stock excess compre- stock-
- par of par Retained hensive holders'
value value earnings income equity
_______ _______ ________ ________ ________
Balance at December 31, 1994,
28,569,419 common shares $ 5,714 $ 1,935 $206,036 $ 2,554 $216,239
Comprehensive income
Net income 75,409
Unrealized security
holding gains 10,099
Total comprehensive income 85,508
465,553 common shares
issued under stock-based
compensation plans 93 5,555 (2) 5,646
369,500 common shares
purchased (74) (4,578) (8,789) (13,441)
Dividends declared (19,720) (19,720)
_______ _______ ________ _______ ________
Balance at December 31, 1995,
28,665,472 common shares 5,733 2,912 252,934 12,653 274,232
Comprehensive income
Net income 98,453
Unrealized security
holding gains 7,110
Total comprehensive income 105,563
782,307 common shares
issued under stock-based
compensation plans 156 6,979 (1) 7,134
28,570,012 common shares
issued in 2-for-1 split 5,714 (547) (5,167) --
445,000 common shares
purchased (89) (1,521) (14,147) (15,757)
Dividends declared (25,506) (25,506)
_______ _______ ________ _______ ________
Balance at December 31, 1996,
57,572,791 common shares $11,514 $ 7,823 $306,566 $19,763 $345,666
_______ _______ ________ _______ ________
_______ _______ ________ _______ ________
Continued on next page.
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 24
T. ROWE PRICE ASSOCIATES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(dollars in thousands)
Accumu-
Capital lated
Common in other Total
stock excess compre- stock-
- par of par Retained hensive holders'
value value earnings income equity
_______ _______ ________ ________ ________
Continued from prior page.
Balance at December 31, 1996,
57,572,791 common shares $11,514 $ 7,823 $306,566 $19,763 $345,666
Comprehensive income
Net income 144,397
Unrealized security
holding gains 9,105
Total comprehensive income 153,502
1,754,914 common shares
issued under stock-based
compensation plans 351 29,496 29,847
230,000 common shares
purchased (46) (6,612) (2,997) (9,655)
Dividends declared (32,687) (32,687)
_______ _______ ________ _______ ________
Balance at December 31, 1997,
59,097,705 common shares $11,819 $30,707 $415,279 $28,868 $486,673
_______ _______ ________ _______ ________
_______ _______ ________ _______ ________
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 25
T. ROWE PRICE ASSOCIATES, INC.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
T. Rowe Price Associates, Inc. and its consolidated subsidiaries (the
Company) derives its revenue primarily from investment advisory and
administrative services provided to sponsored mutual funds and investment
portfolios and to private accounts of other institutional and individual
investors, primarily domiciled in the United States of America. Company
revenues are largely dependent on the total value and composition of assets
under management, which include domestic and international equity and debt
securities; accordingly, fluctuations in financial markets and in the
composition of assets under management impact revenues and results of
operations. Assets under management at December 31, 1997 total $124.3
billion.
BASIS OF PREPARATION.
The consolidated financial statements are prepared in accordance with
generally accepted accounting principles which requires the use of estimates
made by the Company's management. Certain 1995 and 1996 amounts have been
reclassified to conform to the 1997 presentation.
PRINCIPLES OF CONSOLIDATION.
The consolidated financial statements include the accounts of all majority
owned subsidiaries and, by virtue of the Company's controlling interest, its
50%-owned subsidiary, Rowe Price-Fleming International, Inc. (RPFI). All
material intercompany accounts and transactions are eliminated in
consolidation.
CASH EQUIVALENTS.
Cash equivalents consist of all short-term, highly liquid investments
including money market mutual funds and overnight commercial paper
investments. The cost of these investments is equivalent to fair value.
INVESTMENTS IN SPONSORED MUTUAL FUNDS.
The Company classifies its investments in sponsored stock and bond mutual
funds as available-for-sale securities and reports them at fair value.
Unrealized security holding gains are recognized in comprehensive income.
CONCENTRATION OF CREDIT RISK.
Financial instruments which potentially expose the Company to concentrations
of credit risk as defined by Statement of Financial Accounting Standards
(SFAS) No. 105 consist primarily of investments in sponsored money market and
bond mutual funds and accounts receivable. Credit risk is believed to be
minimal in that counterparties to these financial instruments have
substantial assets including the investment portfolios managed by the
Company.
<PAGE> 26
PARTNERSHIP AND OTHER INVESTMENTS.
Investments in partnerships and ventures, including those sponsored by the
Company, do not have a readily determinable fair value. These investments,
which include venture capital and debt securities, are generally accounted
for using the equity method which adjusts the Company's cost for its share of
subsequent earnings or losses. Minor limited partnership investments are
accounted for using the cost method.
PROPERTY AND EQUIPMENT.
Property and equipment is stated at cost net of accumulated depreciation and
amortization computed using the straight-line method. Provisions for
depreciation and amortization are based on the following estimated average
useful lives: computer and communications equipment, 3 years; furniture and
other equipment, 5 years; buildings, 33 years; leasehold improvements, 10
years; and leased land, 99 years.
COMPREHENSIVE INCOME.
On December 31, 1997, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." Total comprehensive income is reported in the
consolidated statements of stockholders' equity and includes net income and
unrealized security holding gains, net of income taxes and minority
interests.
REVENUE RECOGNITION.
Investment advisory and administrative services fees are recognized when
earned.
ADVERTISING.
Costs of advertising are expensed the first time that the advertising takes
place.
INTERNATIONAL INVESTMENT RESEARCH FEES.
International investment research is provided by affiliates of the minority
stockholders of RPFI. Fees paid for these services are based on
international assets under management by RPFI.
EARNINGS PER SHARE.
On December 31, 1997, the Company adopted SFAS No. 128, "Earnings per Share,"
and restated all prior-period earnings per share data. Basic earnings per
share excludes the dilutive effect of outstanding stock options and is
computed by dividing net income by the weighted average common shares
outstanding of 57,075,000 in 1995, 57,227,000 in 1996, and 58,129,000 in
1997. Diluted earnings per share reflects the potential dilution that could
occur if outstanding stock options were exercised. It is computed by
increasing the denominator of the basic calculation by potential dilutive
common shares, determined using the treasury stock method, of 3,975,000
shares in 1995, 4,715,000 shares in 1996, and 5,907,000 shares in 1997.
<PAGE> 27
T. ROWE PRICE ASSOCIATES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - INVESTMENTS IN AND TRANSACTIONS WITH SPONSORED MUTUAL FUNDS.
Cash equivalents comprising investments in sponsored money market mutual
funds aggregate $112,251,000 at December 31, 1996 and $196,513,000 at
December 31, 1997.
The Company's investments in sponsored mutual funds at December 31 include:
Aggregate
Aggregate Unrealized fair
cost holding gains value
_________ ______________ _________
(in thousands)
1996
___________
Stock funds $ 84,282 $29,278 $113,560
Bond funds 27,871 1,979 29,850
________ _______ ________
Total $112,153 $31,257 $143,410
________ _______ ________
________ _______ ________
1997
___________
Stock funds $ 97,706 $43,307 $141,013
Bond funds 30,476 2,240 32,716
________ _______ ________
Total $128,182 $45,547 $173,729
________ _______ ________
________ _______ ________
The following table reconciles unrealized holding gains on investments in
sponsored mutual funds to that recognized in comprehensive income.
1995 1996 1997
_______ _______ _______
(in thousands)
Unrealized holding gains
during the year $16,341 $11,233 $15,817
Less gains (losses)
realized in net income 473 (146) 1,527
_______ _______ _______
15,868 11,379 14,290
Less deferred taxes 5,671 4,074 5,108
_______ _______ _______
10,197 7,305 9,182
Less minority interests 98 195 77
_______ _______ _______
Unrealized holding gains
recognized in compre-
hensive income $10,099 $ 7,110 $ 9,105
_______ _______ _______
_______ _______ _______
Dividends earned on the Company's investments in sponsored mutual funds,
including money market mutual funds, aggregate $9,845,000 in 1995,
$12,293,000 in 1996, and $16,372,000 in 1997.
The Company provides investment advisory and administrative services to the
T. Rowe Price family of mutual funds which had aggregate net assets under
management at December 31, 1997 of $81.1 billion. All services rendered by
<PAGE> 28
the Company are provided under contracts that set forth the services to be
provided and the fees to be charged. These contracts are subject to periodic
review and approval by each of the funds' boards of directors and, with
respect to investment advisory contracts, also by the funds' shareholders.
Revenues derived from services rendered to the sponsored mutual funds were
$318,276,000 in 1995, $423,019,000 in 1996, and $541,007,000 in 1997.
Accounts receivable from the sponsored mutual funds aggregate $37,994,000 and
$48,952,000 at December 31, 1996 and 1997, respectively.
NOTE 2 - PROPERTY AND EQUIPMENT.
Property and equipment at December 31 consists of:
1996 1997
________ ________
(in thousands)
Computer and communications equipment $ 77,442 $ 92,154
Buildings and leasehold improvements 50,166 80,463
Furniture and other equipment 19,161 26,616
Land owned and leased 11,611 16,552
________ ________
158,380 215,785
Accumulated depreciation and amortization (57,173) (73,288)
________ ________
$101,207 $142,497
________ ________
________ ________
NOTE 3 - GOODWILL.
Goodwill of $7,937,000 arising from a 1992 acquisition is included in other
assets and is being amortized over eleven years using the straight-line
method. Accumulated amortization aggregates $3,228,000 at December 31, 1996
and $3,974,000 at December 31, 1997.
NOTE 4 - INCOME TAXES.
The provision for income taxes consists of:
1995 1996 1997
________ ________ ________
(in thousands)
Current income taxes
Federal and foreign $ 46,350 $ 63,399 $ 88,061
State and local 7,274 9,531 15,624
Deferred income taxes (tax benefits) 711 (322) (2,477)
________ ________ ________
$ 54,335 $ 72,608 $101,208
________ ________ ________
________ ________ ________
Deferred income taxes arise from temporary differences between taxable income
for financial statement and income tax return purposes. Significant
temporary differences resulted in deferred income taxes of $944,000 in 1995
related to accrued compensation and retirement costs and $1,139,000 in 1996
related to RPFI's undistributed earnings. Deferred tax benefits arising from
significant temporary differences include $1,614,000 in 1996 and $1,161,000
<PAGE> 29
in 1997 related to accrued compensation and retirement costs and $1,619,000
in 1997 related to depreciation expense.
The net deferred tax liability of $8,942,000 included in income taxes payable
at December 31, 1996 consists of total deferred tax liabilities of
$14,201,000 and total deferred tax assets of $5,259,000. Deferred tax
liabilities include $2,614,000 arising from RPFI's undistributed earnings and
$11,154,000 arising from unrealized holding gains on available-for-sale
securities. Deferred tax assets include $4,315,000 arising from deferred
compensation and retirement costs.
The net deferred tax liability of $11,572,000 included in income taxes
payable at December 31, 1997 consists of total deferred tax liabilities of
$19,700,000 and total deferred tax assets of $8,128,000. Deferred tax
liabilities include $3,438,000 arising from RPFI's undistributed earnings and
$16,262,000 arising from unrealized holding gains on available-for-sale
securities. Deferred tax assets include $5,477,000 arising from deferred
compensation and retirement costs and $1,167,000 arising from depreciation
expense.
Cash outflows from operating activities include income taxes paid of
$52,956,000 in 1995, $64,975,000 in 1996, and $86,897,000 in 1997.
The following table reconciles the statutory federal income tax rate to the
Company's effective income tax rate.
1995 1996 1997
______ ______ ______
Statutory federal income tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal tax benefits 3.3 3.4 3.7
Other items (.5) .3 (.5)
______ ______ ______
Effective income tax rate 37.8% 38.7% 38.2%
______ ______ ______
______ ______ ______
NOTE 5 - COMMON STOCK AND STOCK-BASED COMPENSATION PLANS.
SHARES AUTHORIZED AND ISSUED.
A two-for-one split of the Company's common stock was effected at the close
of business on April 30, 1996. Earnings per-share data in the accompanying
consolidated financial statements and all per-share and share data in these
notes have been adjusted to give retroactive effect to this stock split.
At December 31, 1997, the Company had reserved 19,699,387 shares of its
unissued common stock for issuance upon the exercise of stock options and
840,000 shares for issuance under a plan whereby substantially all employees
may acquire shares of Company stock through payroll deductions at prevailing
market prices.
The Company's board of directors has authorized the future repurchase of up
to 2,470,000 common shares at December 31, 1997.
Subsequent to year end, the Company's board of directors adopted
<PAGE> 30
resolutions to amend the Company's charter to effect a two-for-one split of
common shares and increase authorized common shares from 200,000,000 to
500,000,000. This amendment has been recommended to the Company's
stockholders for approval at their annual meeting on April 16, 1998.
DIVIDENDS.
The Company declared cash dividends per share of $.345 in 1995, $.445 in 1996
and $.56 in 1997.
FIXED STOCK OPTION PLANS.
The Company has five stock-based compensation plans (the 1986, 1990, 1993 and
1996 Stock Incentive Plans and the 1995 Director Stock Option Plan) under
which it has granted fixed stock options with a maximum term of ten years to
its employees and directors. Vesting of employee options is based solely on
the individual continuing to render service to the Company and generally
occurs over a 5-year graded schedule. The exercise price of each option
granted is equivalent to the market price of the Company's stock at the date
of grant. The Company applies the intrinsic value based method of accounting
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," in accounting for its stock option awards.
Accordingly, the Company has not recognized any related compensation expense
in its consolidated statements of income.
The following table summarizes the status of and changes in the Company's
stock option plans during the past three years.
Weighted- Weighted-
average average
exercise Options exercise
Options price exercisable price
_________ __________ ___________ _________
Outstanding at
beginning of 1995 10,390,846 $10.58
Granted 2,483,000 26.03
Exercised (1,031,042) 6.01
Forfeited (192,220) 12.76
__________
Outstanding at
end of 1995 11,650,584 14.24 4,924,384 $ 8.53
Granted 1,913,000 35.88
Exercised (939,925) 7.28
Forfeited (262,600) 18.04
__________
Outstanding at
end of 1996 12,361,059 18.04 5,748,859 10.92
Granted 1,300,398 62.32
Exercised (1,826,545) 10.46
Forfeited (275,700) 25.56
__________
Outstanding at
end of 1997 11,559,212 24.04 5,904,312 14.35
__________
__________
<PAGE> 31
Additional information regarding stock options outstanding at December 31,
1997 follows.
Weighted-
average
Weighted- remaining Weighted-
average contractual average
Range of exercise life (in exercise
exercise prices Outstanding price years) Exercisable price
______________________________ __________ ___________ ___________ _________
$3.59375 to 4.25 436,405 $ 3.75 2.4 436,405 $ 3.75
5.6875 to 8.50 1,130,619 7.51 3.0 1,130,619 7.51
9.375 to 14.0625 2,655,025 12.18 5.4 2,273,025 11.86
16.125 to 23.75 2,095,120 16.20 6.9 1,043,520 16.25
26.125 to 39.75 3,968,645 30.63 8.3 1,003,845 29.52
58.125 to 69.25 1,273,398 62.74 9.8 16,898 62.30
__________ _________
3.59375 to 69.25 11,559,212 24.04 6.8 5,904,312 14.35
__________ _________
__________ _________
SFAS No. 123, "Accounting for Stock-Based Compensation," requires the Company
to make certain disclosures as if the fair value based method of accounting
had been applied to the Company's stock option grants made subsequent to
1994. Accordingly, the Company estimated the grant-date fair value of each
option awarded after 1994 using the Black-Scholes option-pricing model with
the following weighted-average assumptions: dividend yield of 1.6% in 1995
and 1996 and 1.5% in 1997, expected volatility of 27% in 1995 and 1996 and
29% in 1997, risk-free interest rate of 5.8% in 1995 and 1996 and 5.9% in
1997, and expected lives of 5.3 years in 1995, 5.1 years in 1996 and 4.7
years in 1997. Had compensation costs been determined including the
weighted-average estimate of the fair value of each option granted of $7.85
in 1995, $10.65 in 1996, and $18.79 in 1997, pro forma net income would be
$74,473,000 in 1995, $92,825,000 in 1996 and $134,871,000 in 1997. Pro forma
basic earnings per share would be $1.30 in 1995, $1.62 in 1996, and $2.32 in
1997. Pro forma diluted earnings per share would be $1.22 in 1995, $1.50 in
1996, and $2.11 in 1997. These pro forma disclosures are not representative
of the effects on reported net income and earnings per share for future years
because the option grants were primarily made in the fourth quarter of each
year, most options vest over several years, and additional awards are
generally made each year.
NOTE 6 - EMPLOYEE RETIREMENT PLANS.
The Company sponsors two defined contribution retirement plans.
Additionally, the Company terminated its defined benefit pension plan in 1996
and settled all benefit obligations with plan participants in 1997. Net
retirement plans expense was $8,985,000 in 1995, $10,048,000 in 1996, and
$13,912,000 in 1997.
NOTE 7 - BORROWING FACILITIES.
A maximum of $20,000,000 is available to the Company under unused bank lines
of credit at December 31, 1997.
<PAGE> 32
In September 1995, the Company extinguished the $12,375,000 balance of its
9.77% promissory note due in 2001 and recognized an extraordinary charge of
$1,049,000. Interest expense on this debt was $908,000 in 1995.
NOTE 8 - COMMITMENTS AND CONTINGENT LIABILITIES.
The Company occupies office facilities and rents equipment under
noncancelable operating leases. Related rental expense was $16,969,000 in
1995, $20,050,000 in 1996, and $21,319,000 in 1997. Future minimum rental
payments under these leases aggregate $12,932,000 in 1998, $11,216,000 in
1999, $10,285,000 in 2000, $8,515,000 in 2001, $8,488,000 in 2002, and
$31,540,000 in later years.
At December 31, 1997, the Company had outstanding commitments to invest an
additional $6,896,000 in various investment partnerships and ventures.
Consolidated stockholders' equity at December 31, 1997 includes $40,971,000
which is restricted as to use under various regulations and agreements to
which the Company and its subsidiaries are subject in the ordinary course of
business.
From time to time, the Company is a party to various claims arising in the
ordinary course of business. In the opinion of management, after
consultation with counsel, it is unlikely that any adverse determination in
one or more pending claims would have a material adverse effect on the
Company's financial position or results of operations.
NOTE 9 - SUPPLEMENTARY QUARTERLY FINANCIAL DATA (Unaudited).
Basic Diluted
earnings earnings
Net per per
Revenues income share share
_________ _______ _________ _________
(in thousands except per-share amounts)
1996
___________
1st quarter $132,412 $20,419 $.36 $.33
2nd quarter 143,688 24,450 .43 .40
3rd quarter 150,150 25,948 .45 .42
4th quarter 159,820 27,636 .48 .44
1997
___________
1st quarter 167,959 28,547 .49 .45
2nd quarter 180,088 33,782 .58 .53
3rd quarter 199,769 41,337 .71 .64
4th quarter 207,141 40,731 .69 .63
<PAGE> 33
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information required by this item as to the identification of the Company's
executive officers and certain significant employees is contained as a
separate item at the end of Part I of this Form 10-K Annual Report. The
balance of the information required by this item as to the Company's
directors and executive officers appears in the definitive proxy statement
for the Company's 1998 Annual Meeting of Stockholders and is incorporated by
reference in this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information required by these Items appears in the definitive proxy statement
for the Company's 1998 Annual Meeting of Stockholders and is incorporated by
reference in this Form 10-K.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report.
1. Financial Statements: See index at Item 8 of Part II.
2. Financial Statement Schedules: None applicable.
3. The following exhibits required by Item 601 of Regulation S-K are
filed as part of this Form 10-K. Exhibits 10.08 through 10.13 are
compensatory plan arrangements.
3.(i) Composite Restated Charter of T. Rowe Price Associates, Inc.
as of April 12, 1996. (Incorporated by reference from Form
10-Q Report for the quarterly period ended March 31, 1996;
Accession No. 0000080255-96-000224.)
3.(ii) Amended and Restated By-Laws of T. Rowe Price Associates,
Inc. as of April 17, 1997. (Incorporated by reference from
Form 10-Q Report for the quarterly period ended June 30,
1997; Accession No. 0000080255-97-000369.)
10.01 Form of Investment Management Agreement with each of the T.
Rowe Price Funds. (Incorporated by reference from Form N-1A;
Accession No. 0000313212-98-000006.)
10.02 Transfer Agency and Service Agreement dated as of January 1,
<PAGE> 34
1998 between each of the T. Rowe Price Funds and T. Rowe
Price Services, Inc. (Incorporated by reference from Form N-
1A; Accession No. 0000313212-98-000006.)
10.03 Agreement dated January 1, 1998 between T. Rowe Price
Retirement Plan Services, Inc. and each of the T. Rowe Price
Taxable Funds. (Incorporated by reference from Form N-1A;
Accession No. 0000313212-98-000006.)
10.04 Form of Underwriting Agreement between each of the T. Rowe
Price Funds and T. Rowe Price Investment Services, Inc.
(Incorporated by reference from Form N-1A; Accession No.
0000313212-98-000006.)
10.05 Agreement dated February 21, 1996 between TRP Suburban
Second, Inc. and Riparius Construction, Inc. as Construction
Manager and Constructor (Incorporated by reference from Form
SE to the Form 10-Q for the quarterly period ended March 31,
1996; Accession No. 0000080255-96-000224.)
10.06P Agreement dated February 11, 1998 between TRP Suburban
Second, Inc. and Riparius Construction, Inc. as Construction
Manager and Constructor (Filed in paper on Form SE to this
Form 10-K Annual Report pursuant to a continuing hardship
exemption.)
10.07 Amended, Restated, and Consolidated Office Lease dated as of
May 22, 1997 between 100 East Pratt Street Limited
Partnership and T. Rowe Price Associates, Inc.
10.08 1986 Employee Stock Purchase Plan of T. Rowe Price
Associates, Inc. as Amended to April 5, 1990. (Incorporated
by reference from Exhibit A to the Definitive Proxy Statement
for the 1990 Annual Meeting of Stockholders which is included
in the 1989 Annual Report on Form 10-K [File No. 0-14282].)
10.09 T. Rowe Price Associates, Inc. 1986 Stock Incentive Plan.
(Incorporated by reference from Form S-1 Registration
Statement [File No. 33-3398].)
10.10 T. Rowe Price Associates, Inc. 1990 Stock Incentive Plan.
(Incorporated by reference from Form S-8 Registration
Statement [File No. 33-37573].)
10.11 T. Rowe Price Associates, Inc. 1993 Stock Incentive Plan.
(Incorporated by reference from Form S-8 Registration
Statement [File No. 33-72568].)
10.12 T. Rowe Price Associates, Inc. 1995 Director Stock Option
Plan. (Incorporated by reference from Form DEF 14A;
Accession No. 000933259-95-000009; CIK 0000080255.)
<PAGE> 35
10.13 T. Rowe Price Associates, Inc. 1996 Stock Incentive Plan
(Incorporated by reference from Form DEF 14A; Accession No.
0001006199-96-000031; CIK 0000080255.)
21 Subsidiaries of T. Rowe Price Associates, Inc.
23 Consent of Independent Accountants, Price Waterhouse LLP.
27 Financial Data Schedule.
(b) Reports on Form 8-K: None were filed during the last quarter of 1997.
SIGNATURES.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on March 24,
1998.
T. Rowe Price Associates, Inc.
By: /s/ George A. Roche, President and Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 24, 1998.
/s/ George A. Roche, Chairman and Director
/s/ James S. Riepe, Vice Chairman and Director
/s/ M. David Testa, Vice Chairman and Director
/s/ George J. Collins, Director
/s/ James E. Halbkat, Jr., Director
/s/ Henry H. Hopkins, Director
/s/ James A.C. Kennedy, Director
/s/ John H. Laporte, Director
/s/ Richard L. Menschel, Director
/s/ William T. Reynolds, Director
/s/ Brian C. Rogers, Director
/s/ John W. Rosenblum, Director
/s/ Robert L. Strickland, Director
/s/ Philip C. Walsh, Director
/s/ Anne Marie Whittemore, Director
/s/ Alvin M. Younger, Jr., Chief Financial and Accounting Officer
EXHIBIT 10.07
<PAGE> 1
AMENDED, RESTATED, AND CONSOLIDATED LEASE
Parties THIS AMENDED, RESTATED, AND CONSOLIDATED LEASE ("this Lease"),
made the 22nd day of May, 1997, between 100 EAST PRATT STREET
LIMITED PARTNERSHIP, a Maryland limited partnership ("Landlord"),
and T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation
("Tenant").
EXPLANATORY STATEMENT
A. Landlord and Tenant entered into a Lease dated July 27, 1989,
which lease has previously been amended from time to time by the First through
Seventh Amendments to Lease (collectively, the "1989 Lease").
B. Landlord and Tenant entered into a Lease dated July 2, 1993, which
lease has previously been amended from time to time by the First through Third
Amendments (the "1993 Lease").
C. By Condominium Regime Termination Agreement dated as of October 1,
1995 between Landlord and International Business Machines Corporation ("IBM")
and recorded on November 9, 1995, among the Land Records of Baltimore City,
Maryland in Liber 5194, folio 178, Landlord and IBM terminated the 100 East
Pratt Street Condominium Project.
D. To facilitate and ease the review and administration of the 1989
Lease and the 1993 Lease, Landlord and Tenant desire to amend, restate, and
consolidate the 1989 Lease and the 1993 Lease into a single, integrated
document.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and
conditions contained in this Agreement, the foregoing Explanatory Statement
(which Explanatory Statement shall form an integral part of this Lease and is
hereby incorporated by reference, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Landlord and
Tenant, intending to be legally bound, agree to amend, restate, and
consolidate the 1989 Lease and the 1993 Lease into a single, integrated
document as follows:
W I T N E S S E T H
The parties hereto do hereby agree and covenant as follows:
Premises 1. That Landlord hereby leases to Tenant, and Tenant
hereby hires and takes from Landlord the premises (the "Premises") listed on
Exhibit A hereto and specified in the chart below, in the office and retail
tower (the "Building") known as 100 East Pratt Street, Baltimore, Maryland
21202:
FLOOR RENTABLE SQUARE FEET ("RSF")
Parking ("Investor Center Space")
Facility/Retail 2,100
(Northwest Corner of Building)
4 42,078
6 42,078
7 42,133
8 42,133
9 42,133
10 42,393
13 15,894
TOTAL 270,942
<PAGE> 2
Tenant acknowledges that the Premises include Tenant's
proportionate share of the common facilities. The
Building and the adjoining garage and retail space
therein and the land on which the improvements are
located are sometimes hereinafter called the
"Project."
Use 2. With respect to (a) that portion of the Premises not
including the Investor Center Space, the Premises
shall be used and occupied by Tenant as office space
and for no other purpose, and (b) the Investor Center
Space, the Premises shall be used and occupied by
Tenant as an investment center and for no other
purpose unless such other use shall be approved in
advance by Landlord. Such approval shall not be
withheld for uses reasonably compatible with the
character of the Building and its tenants and that are
not prohibited by any exclusivity provision in the
lease of any other tenant in the Building. Without
limiting the generality of the foregoing, the Premises
shall not be used as an office for a medical or dental
practitioner, a political party or political campaign
organization, or any federal, state, or local
governmental entity or agency.
Term 3. (a) The term of this Lease shall commence (the
"Commencement Date") and end on the dates shown below
in the chart below for the Premises indicated (the
"Initial Term"), unless renewed or sooner terminated
as hereinafter provided:
FLOOR COMMENCEMENT DATE EXPIRATION DATE
Investor
Center Space November 1, 1991 October 31, 2006
4 October 19, 1995 May 31, 1998
6 July 12, 1993 October 31, 2006
7 November 1, 1991 October 31, 2006
8 November 1, 1991 October 31, 2006
9 November 1, 1991 October 31, 2006
10 November 1, 1991 October 31, 2006
13 November 1, 1991 October 31, 2006
The term "full rental year" shall mean an annual
period (provided that the first full rental year may
exceed twelve (12) calendar months in length), the
first full rental year commencing on the Commencement
Date and lasting twelve (12) calendar months, except
that if the Commencement Date is not the first day of
a month, the number of days from the Commencement Date
until the end of that month shall be added as part of
the first full rental year; the second full rental
year commencing on the next following day; and each
subsequent full rental year commencing on the
anniversary of such day.
(b) Tenant acknowledges that Landlord has delivered
possession of the Premises in accordance with the
terms and conditions of this Lease.
<PAGE> 3
(c) On the Commencement Date, or on such later date
as Landlord may request, Tenant shall promptly enter
into one or more supplementary written agreements in
such form as Landlord shall reasonably prescribe,
thereby specifying the precise RSF of the Premises as
well as the date when the Initial Term for each
portion of the Premises shall have begun and shall
end.
(d) The Initial Term and Renewal Term (as hereinafter
defined) are collectively referred to herein as the
"Term."
Rent 4. (a) Tenant shall pay annual rent during the Initial
Term in accordance with the following schedule:
INVESTOR CENTER SPACE
PERIOD RENT PER ANNUAL RENT MONTHLY
RSF INSTALLMENT
11-01-91 to
10-31-96 $30 $63,000 $5,250
11-01-96 to
10-31-2001 $36 $75,600 $6,300
11-01-2001 to
10-31-2006 $43 $90,300 $7,525
FLOOR 4
PERIOD RENT PER ANNUAL RENT MONTHLY
RSF INSTALLMENT
01-15-96 to
05-31-98* $9.66 $406,473.48 $33,872.79
* Because Tenant leased the entire fourth floor
beginning as of January 15, 1996, the figures shown in
the chart above are based on the rental accruing from
and after January 15, 1996.
FLOOR 6
PERIOD RENT PER ANNUAL RENT MONTHLY
RSF* INSTALLMENT
07-01-93 to
06-30-94 $9.84 $413,896 $34,491.33
07-01-94 to
06-30-95 $9.84 $413,896 $34,491.33
07-01-95 to
06-30-96 $11.15 $469,235 $39,102.92
07-01-96 to
06-30-97 $14.51 $610,615 $50,884.58
07-01-97 to
06-30-98 $15.45 $650,034 $54,169.50
07-01-98 to
06-30-99 $15.45 $650,034 $54,169.50
07-01-99 to
06-30-2000 $15.45 $650,034 $54,169.50
07-01-2000 to
06-30-2001 $15.45 $650,034 $54,169.50
* Approximate--for information only
<PAGE> 4
07-01-2001 to
06-30-2002 $14.28 $600,761 $50,063.42
07-01-2002 to
06-30-2003 $13.69 $576,124 $48,010.33
07-01-2003 to
06-30-2004 $14.29 $601,152 $50,096.00
07-01-2004 to
06-30-2005 $14.29 $601,152 $50,096.00
07-01-2005 to
06-30-2006 $14.29 $601,152 $50,096.00
07-01-2006 to
10-31-2006 $14.29 $200,384 $50,096.00
FLOORS 7, 8, 9, 10, AND 13 (184,686 RSF)
PERIOD RENT PER ANNUAL RENT MONTHLY
RSF INSTALLMENT
11-01-91 to
10-31-96 $16.50 $3,047,319 $253,943.25
11-01-96 to
10-31-2001 $20.00 $3,693,720 $307,810.00
11-01-2001 to
10-31-2006 $24.50 $4,524,807 $377,067.25
Annual rent shall be payable in monthly installments
in advance each on the first day of every calendar
month during the Term hereof, except that the rent for
any period prior to the first complete calendar month
shall be payable with the rent for the first complete
calendar month of the term. The last monthly
installment payment shall include rent for the last
calendar month plus rent for the remaining days to the
end of the term. Rent for any period of less than one
month shall equal 1/30 of the monthly rent for each
day of such period. If Tenant shall take possession
of a portion but not all of the Premises for a period
prior to the Commencement Date, Tenant shall pay to
Landlord rent for such period in the manner
hereinbefore provided based on the RSF occupied by
Tenant and the rent schedule for the Initial Term as
set forth above, and the covenants, terms, and
conditions of this Lease shall be applicable with
respect to the portion of the Premises so occupied.
(b) Annual rent for any Renewal Term, as hereinafter
defined, shall be the greater of (i) the RSF then
comprising the Premises times 90% of the fair market
value rental rate ("FMV Rental Rate") as determined
pursuant to Section 4(e), or (ii) Twenty-Four and
50/100 Dollars ($24.50) times the RSF then comprising
the Premises.
(c) Tenant shall pay all annual and additional rent
due hereunder without deduction, setoff, counterclaim,
or demand to 100 East Pratt Street Limited
Partnership, c/o Colliers Pinkard, 7 East Redwood
Street, Suite 1200, Baltimore, Maryland 21202, or to
such other person or at such other place as Landlord
may designate in writing (Landlord may request that
annual rent be payable to one person or place and that
additional rent be payable to another person or
place). Checks for the payment of rent shall be made
payable to 100 East Pratt Street Limited Partnership,
<PAGE> 5
or to such other entity as Landlord may designate in
writing.
(d) All payments or installments of any rent
hereunder, other than annual rent, and all sums
whatsoever due under this Lease (including attorneys'
fees) shall be deemed additional rent. If any rent or
additional rent is not paid when due, such arrearage
shall bear interest at an annual rate equal to the sum
of (i) six percent (6%) and (ii) the Prime Rate (as
defined in Section 23(f)) on such arrearage in
consideration of Landlord's additional expense caused
by such failure to pay. If any rent or additional
rent is not paid when due for a second time during any
twelve (12) month period, such arrearage shall bear a
late charge equal to two percent (2%) of such
arrearage. In that event, interest shall accrue on
rent or additional rent plus the late charge from the
date such rent or additional rent is due. Time is of
the essence with respect to Tenant's monetary
obligations in this Lease. Any such additional rent,
unless otherwise stated, shall be due within ten (10)
days after Landlord has submitted a written statement
to Tenant showing the amount due and such obligation
shall survive the expiration or sooner termination of
the term. If Tenant disputes all or any part of the
additional rent charged by Landlord, Tenant shall pay
Landlord all of the additional rent as set forth above
except for the disputed portion of such additional
rent, which Tenant shall pay into an escrow account
jointly controlled by Landlord and Tenant. Any
interest on funds deposited in such joint escrow
account shall be paid to the party receiving the
escrowed funds pursuant to a resolution of the
dispute.
(e) The fair market value rental rate (the "FMV
Rental Rate") for purposes of any First Offer Space or
Renewal Term (all as hereinafter defined), as the case
may be, shall be the rate per RSF that Tenant shall
pay Landlord and shall be determined by the mutual
agreement of the parties hereto within thirty (30)
days of an event requiring such determination. A
determination of the FMV Rental Rate shall take into
consideration such factors as (i) the location and
quality of the Premises; (ii) the amount of work being
furnished by Landlord and by Tenant with respect to
the space, if any; (iii) the amount of construction
time, if any; (iv) any increases or decreases or
possible increases or decreases in rent during the
remainder of the term then being included in
comparable leases, including adments made annually, on
a basis of a flat rate for a period of years with
periodic flat rate increases thereafter, based on
changes in consumer price, cost of living, or similar
indices or periodic market adment, or other operating
expense, porter's wage, or other rent escalation
provisions; and (v) the absence of brokerage
commissions. If the parties hereto cannot agree on a
value for the FMV Rental Rate within the aforesaid
thirty (30) day period, the FMV Rental Rate shall be
determined by an appraiser mutually acceptable to the
parties. If the parties cannot agree on the selection
of one appraiser within an additional period of ten
<PAGE> 6
(10) business days, the parties shall submit the
determination of FMV Rental Rate to an appraiser
appointed by the Washington, D.C. Regional Office of
the American Arbitration Association, and the
determination of such appraiser so appointed shall
bind Landlord and Tenant for the purposes of this
Lease. The fees and expenses of an appraisal obtained
pursuant to the provisions of this Section 4(e) shall
be shared equally by Landlord and Tenant.
Expansion 5. (a) Tenant shall have the option (the "14th Floor
Option Expansion Option") to lease the entire
fourteenth (14th) floor in the tower portion of the
Building (the "14th Floor Space") for a term to
commence on November 1, 2001 provided (i) Tenant shall
have given Landlord written notice (as specified
below) of Tenant's election to exercise the 14th Floor
Expansion Option, and (ii) Tenant has timely exercised
its option to extend the term of this Lease for that
portion of the Premises located on the fourth (4th)
floor of the Building pursuant to the terms and
conditions of this Lease. Landlord shall give written
notice to Tenant on or before October 31, 2000 of the
dates on which the 14th Floor Space shall be vacated
by the existing tenant or tenants, if any, or
otherwise becomes available, and Tenant shall give
written notice to Landlord on or before March 1, 2001
on whether Tenant shall elect to exercise the 14th
Floor Expansion Option. Landlord's obligation
hereunder shall be to deliver the 14th Floor Space to
Tenant at any time or times before October 31, 2002
and shall be subject to the condition that the
existing tenant shall have vacated the space forming
all or a part of the 14th Floor Space in accordance
with the terms of the existing tenant's lease. The
date for delivery of the 14th Floor Space shall
automatically extend for a period of time equal to the
period for which an existing tenant remains in the
space beyond its lease term. Landlord shall use
diligent efforts to remove such holdover tenant. If
Tenant shall lease all or any portion of the 14th
Floor Space at different times as herein provided,
then and in that event, each portion shall be referred
to as the 14th Floor Space for the purpose of
calculating the 14th Floor Commencement Date (as
defined below) for each such portion. As to each
respective portion of the 14th Floor Space that is
delivered to Tenant, the "14th Floor Commencement
Date," on which Tenant's rental obligation as to such
space shall begin, shall be the earlier to occur of
(A) sixty (60) days after the date on which such
portion of the 14th Floor Space is vacated by its
former tenant, (B) thirty (30) days after the date on
which Landlord has substantially completed the space
in accordance with the then standard work letter for
tenants of the Building if the space was not
previously completed for occupancy by a prior tenant,
(C) sixty (60) days after the date on which Landlord
delivers space to Tenant if Tenant shall be
constructing Tenant Improvements in space not
previously completed for occupancy by a prior tenant,
or (D) the date on which Tenant shall occupy such
portion of the 14th Floor Space.
<PAGE> 7
b) Tenant's lease of the 14th Floor Space shall be
at an annual rent equal to the greater of (i) the
annual rent then being paid by Tenant for the
thirteenth (13th) floor, or (ii) the amount calculated
on the basis of ninety percent (90%) of the then FMV
Rental Rate, as defined in Section 4(e), per RSF of
the 14th Floor Space, which shall be payable at the
times and in the manner as provided with respect to,
and in addition to, the monthly installments of annual
rent set forth in Section 4 herein. Tenant shall also
pay as additional rent its Pro Rata Share of Operating
Expenses and Real Estate Taxes attributable to the
14th Floor Space.
(c) Notwithstanding any other provision hereof, the
following provisions shall apply to the 14th Floor
Expansion Option and to Tenant's lease, if any, of the
14th Floor Space:
(i) Tenant shall not be entitled to exercise
the 14th Floor Expansion Option unless on the date
Tenant gives Landlord notice of such exercise and on
the 14th Floor Commencement Date, this Lease is in
full force and effect and Tenant is not in default,
violation, or breach of any term, condition, or
obligation imposed on Tenant by this Lease, unless the
same is expressly waived by Landlord in writing;
(ii) Tenant's rental of the 14th Floor Space
shall be for a term commencing on the 14th Floor
Commencement Date, and continuing through the balance
of the Initial Term (and of any Renewal Term if Tenant
shall have exercised such Renewal Option pursuant
hereto), under and subject to the terms of this Lease,
with the same force and effect as though this Lease
had originally provided for the rental of the 14th
Floor Space. The annual rent applicable to the 14th
Floor Space as set forth above shall be adjusted as of
the first day of each Renewal Term in accordance with
the Renewal Option set forth in Section 7(a) herein.
(iii) The 14th Floor Space shall be delivered to
Tenant in an "AS IS" condition, provided that if the
14th Floor Space has not been previously improved for
another tenant, Tenant shall receive a tenant
improvement allowance standard for new space then
being leased in the Building. Any improvements to the
14th Floor Space shall be made by Landlord at Tenant's
sole cost and expense (in excess of any applicable
tenant improvement allowance) and shall be performed
in accordance with drawings, plans, and specifications
prepared by Tenant and approved by Landlord. In the
alternative, Tenant may elect to have such work
performed by contractors of its selection, subject to
the prior written approval of Landlord in accordance
with the provisions of Section 12; provided, however,
in that event, Landlord shall be paid a reasonable
supervisory fee.
(iv) From and after the 14th Floor Commencement
Date, all references in this Lease to the Premises
shall mean the aggregate of the Premises and the 14th
Floor Space, and all references to the area or RSF of
the Premises shall, for all purposes of this Lease, be
<PAGE> 8
deemed to mean both the aggregate area of the Premises
and the 14th Floor Space, and Tenant's attributable
share of the common facilities. Tenant's share of the
Operating Expenses and Real Estate Taxes shall be
adjusted accordingly to reflect the leasing of the
14th Floor Space.
(v) Except as otherwise expressly provided in
this Section 5, on and after the 14th Floor
Commencement Date, all of the covenants and agreements
set forth in this Lease shall apply to the 14th Floor
Space.
(c) If Tenant leases any space pursuant to its "First
Offer Right" as provided in Section 6 and such space
is part or all of the space that would have been
available to Tenant at the time for the exercise of
the option therefor pursuant to the 14th Floor
Expansion Option, then Tenant waives the 14th Floor
Expansion Option with respect to such space.
Right of 6. (a) (i) In addition to the 14th Floor Expansion
First Offer Option set forth above, Tenant shall have the right
(the "First Offer Right") to lease that portion of the
space (the "First Offer Space") located in, or within,
floors 15 through 21, at such time that any such space
becomes available during the term; provided, however,
that such space has been occupied under a lease by
another tenant at least once. The annual rent for any
space leased by Tenant pursuant to the First Offer
Right shall be equal to the FMV Rental Rate determined
in accordance with Section 4(e) times the RSF of such
First Offer Space. The annual rent for the First
Offer Space shall be payable in equal monthly
installments at the times and in the manner as
provided with respect to and in addition to, the
monthly installments of the annual rent set forth in
Section 4 hereof. For purposes hereof, if the lease
of an existing tenant expires and the lease contains
no further rights to renew the term, the space shall
be deemed to have become "available" on the expiration
or earlier termination of the term thereof.
(ii) Before the First Offer Space is offered to
the public or any other tenant of the Building and at
least one hundred twenty (120) days before such space
is expected to become available, Landlord shall notify
Tenant in writing of the date or dates that all or any
portion of the First Offer Space shall become
available, and Tenant shall have a period of sixty
(60) days or, if a determination of the FMV Rental
Rate is made by arbitration, a period of not more than
ten (10) days after said determination is delivered to
Tenant in writing, in which to notify Landlord in
writing of Tenant's intention to exercise its First
Offer Right and to occupy and lease that portion of
the First Offer Space so offered. If Tenant fails to
notify Landlord within the applicable period of
Tenant's intention to lease and occupy all or any
portion of the First Offer Space, Landlord shall be
free for a period of one (1) year after the expiration
of such period to offer the First Offer Space to the
public and to enter into a lease or leases for all or
any portion thereof on such terms as Landlord in its
<PAGE> 9
discretion deems appropriate. Landlord's obligation
to deliver the First Offer Space shall be subject to
the condition that the existing tenant shall have
vacated the space. The date for delivery of the space
to Tenant shall automatically extend for a period of
time equal to the period for which an existing tenant
remains in the space beyond its lease term. Landlord
shall use diligent efforts to remove such holdover
tenant.
(b) The exercise by Tenant of the First Offer Right
and the leasing of all or any portion of the First
Offer Space shall be on and subject to the following
terms and conditions:
(i) Tenant shall not be entitled to exercise
the First Offer Right unless on the date on which
Landlord would be obligated to notify Tenant that the
First Offer Space shall become available as
hereinabove described in subsection (a)(i), the Lease
is in full force and effect and Tenant is not in
default, violation, or breach of any term, condition
or obligation imposed on Tenant by the Lease, unless
the same is expressly waived by Landlord in writing;
(ii) On the exercise of Tenant's rights in
accordance with this Section 6, the lease by Tenant of
the First Offer Space shall commence on the earlier
date (the "First Offer Space Commencement Date") of
(a) thirty (30) days after the date on which such
space is vacated by its former tenant, or (b) Tenant's
occupancy of all or any portion of the First Offer
Space, and shall continue through the balance of the
original term (and of any renewal term if Tenant shall
have exercised such renewal option pursuant hereto) of
this Lease, under and subject to the terms of the
Lease, with the same force and effect as though this
Lease had originally provided for the rental of the
First Offer Space. The annual rent applicable to the
First Offer Space shall be adjusted as of the first
day of any renewal term in accordance with Section
7(a) hereof. Tenant shall also pay as additional rent
its pro rata share of Operating Expenses and Real
Estate Taxes attributable to the First Offer Space.
(iii) The First Offer Space shall be delivered to
Tenant in an "AS IS" condition, including any existing
tenant improvements made for the original tenant in
the condition such improvements exist at the time of
Tenant's exercise of the First Offer Right, but at
Landlord's cost shall have at a minimum the "Base
Building" improvements described in Exhibit B. Any
improvements to the First Offer Space shall be made by
Landlord at Tenant's sole cost and expense and shall
be performed in accordance with drawings, plans, and
specifications prepared by Tenant and approved by
Landlord. In the alternative, Tenant may elect to
have such work performed by contractors selected by
Tenant, subject to the prior written approval of
Landlord; provided, however, in that event, Landlord
shall be paid a reasonable supervisory fee.
(iv) From and after the First Offer Space
Commencement Date, all references in the Lease to the
Premises shall, for all purposes of this Lease, be
<PAGE> 10
deemed to mean both the aggregate area of the Premises
and of the First Offer Space, and Tenant's
attributable share of the common facilities. Tenant's
share of Operating Expenses and Real Estate Taxes
shall be adjusted accordingly to reflect the leasing
of the First Offer Space.
(v) Except as otherwise expressly provided in
this Section 6, from and after the First Offer Space
Commencement Date, all of the covenants and agreements
set forth in the Lease shall apply to the First Offer
Space.
Renewal 7. (a) Renewal Option for Investor Center Space and
Options Floors 7, 8, 9, 10 and 13. Provided (i) this Lease is
then in full force and effect, and (ii) Tenant is not
in default respecting any provision or condition of
this Lease, or said default has been expressly waived
in writing by Landlord, either on the date Tenant
elects to renew or on the date the renewal term
commences, then Tenant shall have the right as
hereinafter provided to renew this Lease (the "Renewal
Option") for that portion of the Premises located on
Floors 7, 8, 9, 10, and 13 and the Investor Center
Space (collectively, the "Renewal Premises"). Tenant
shall have no renewal rights for that portion of the
Premises located on the sixth (6th) floor of the
Building. Tenant shall have the right to renew this
Lease with respect to less than the entire Renewal
Premises so long as Tenant's renewal includes at a
minimum the space demised hereunder on the
Commencement Date. Tenant shall have the right to
include in its renewal any additional contiguous full
floors of the space Tenant then leases in the Building
that Tenant elects. The foregoing conditions shall
apply to each exercise of the Renewal Option, which
shall be for three (3) renewal terms (each a "Renewal
Term") of five (5) years each immediately following
the expiration of the prior term on the same terms,
conditions, and provisions as are set forth in this
Lease with the same force and effect as though this
Lease had originally provided for a twenty (20),
twenty-five (25) or thirty (30) year term, save that:
(i) there shall be no further right of renewal,
after the third Renewal Term; and
(ii) beginning with and as of the first day of
the first, second, or third Renewal Term, as the case
may be, the annual rent and each monthly installment
thereof payable during such Renewal Term shall be
adjusted and modified as set forth in Section 4(e).
Tenant shall notify Landlord in writing of its
intention to consider exercising the applicable
Renewal Option for the Renewal Premises not less than
twenty-one (21) months before the relevant expiration
date of the then current term. On a determination of
the annual rent as herein provided, Tenant shall give
notice of its exercise of a Renewal Option, in
writing, not more than thirty (30) days after said
determination is delivered to Tenant in writing or, if
said determination is made by arbitration, not more
than ten (10) days after said determination is
<PAGE> 11
delivered to Tenant in writing. Tenant shall be
deemed to have waived the right to exercise the
Renewal Option unless Tenant shall have given notice
to Landlord of the exercise of such Renewal Option
within the time periods as hereinabove provided.
(b) Renewal Option for Floor 4. Provided (i) this
Lease is then in full force and effect, and (ii)
Tenant is not in default respecting any provision or
condition of this Lease, or such default has been
expressly waived in writing by Landlord, either on the
date Tenant elects to renew or on the date the renewal
term commences, then Tenant shall have the right as
hereinafter provided to renew the Lease (the "4th
Floor Renewal Option") for the fourth (4th) floor of
the Premises for a term coterminous with the term of
this Lease for Floors 7, 8, 9, 10, and 13 (i.e., with
a term expiring on October 31, 2006) (the "4th Floor
Renewal Term"). The 4th Floor Renewal Option shall be
on the same terms, conditions, and provisions as are
set forth in this Lease, save that: (A) there shall
be no further right of renewal for the fourth (4th)
floor of the Premises, after the 4th Floor Renewal
Term; and (B) beginning with and as of the first day
of the 4th Floor Renewal Term, the annual rent and
each monthly installment thereof payable during the
4th Floor Renewal Term shall be in the amount
determined below (but not less than the annual rent
being paid at the expiration of the current term).
(i) Notice. Tenant shall notify Landlord in
writing of Tenant's exercise of the 4th Floor Renewal
Option by no later than May 31, 1997. TIME IS OF THE
ESSENCE. Tenant shall be deemed to have waived the
right to exercise the 4th Floor Renewal Option unless
Tenant shall have given notice to Landlord of the
exercise of the 4th Floor Renewal Option by no later
than May 31, 1997.
(ii) FMV Rental Rate. Tenant shall pay to
Landlord during the 4th Floor Renewal Term an annual
rent equal to ninety-five percent (95%) of the FMV
Rental Rate. The FMV Rental Rate for purposes of the
4th Floor Renewal Term shall be the rate per rentable
square foot that Tenant shall pay Landlord and shall
be determined by the mutual agreement of the parties
by no later than June 30, 1997. If the parties hereto
cannot agree on a value for the FMV Rental Rate by no
later than June 30, 1997, the FMV Rental Rate shall be
determined by an appraiser or broker selected by
Landlord that is experienced in the office space
rental market in downtown Baltimore, Maryland. The
determination of such appraiser or broker so appointed
shall bind Landlord and Tenant for the purposes of
this Lease. The fees and expenses of the appraiser or
broker utilized pursuant to the provisions of this
subsection shall be paid by Tenant.
Requirements 8. Tenant shall, at its sole cost and expense, observe
of Law and comply with all laws, requirements, rules, orders,
ordinances, and regulations of the City, State and
Federal Governments and of the local Board of Fire
Underwriters having jurisdiction and/or any other
corporation, body, or organization possessing similar
<PAGE> 12
authority and exercising similar functions, now or
hereafter in force and effect and applicable to the
Premises, and to the then occupation thereof. Tenant
shall not use or occupy the Premises for any purpose
or in any way in violation of any certificate of
occupancy, permit, or other governmental or private
consent or regulation issued for or respecting the
Building or the Premises.
Care of 9. (a) Tenant will take good care of the Premises and
Premises the Building fixtures and appurtenances, and all
alterations, additions, and improvements to them; will
repair all damage to the same resulting from the acts
of Tenant, its employees, agents, or invitees; will
suffer no waste or injury; will execute and comply
with all laws, rules, orders, ordinances, and
regulations, at any time issued or enforced by any
lawful authority, applicable to Tenant's use or
occupancy of the Premises; and will repair, at or
before the end of the term, all injury done by the
installation or removal of furniture and property.
(b) At any time or times, Landlord, either
voluntarily or pursuant to governmental requirement,
may, at Landlord's own expense, make repairs,
alterations, or improvements in or to the Building or
any part thereof, including the Premises, and, during
operations, may close entrances, doors, corridors,
elevators, or other facilities, all without any
liability to Tenant by reason of interference,
inconvenience, or annoyance. Landlord shall not be
liable to Tenant for any expense, injury, loss, or
damage resulting from work done in or on, or the use
of, any adjacent or nearby building, land, street or
alley.
Assignment, 10. (a) Except as hereinafter provided, Tenant will
Subletting, not sell, assign, mortgage or transfer this Lease,
Recapture sublet the Premises or any part thereof, or allow
and Landlord's any transfer thereof or lien on Tenant's interest by
Right to Sell operation of law, without the prior written
consent of Landlord. Tenant shall, by notice in
writing, advise Landlord from time to time if Tenant
has any excess space that Tenant intends to sublet or
assign. Landlord shall have the right, to be
exercised by giving written notice to Tenant within
ten (10) business days after receipt of Tenant's
notice, to recapture the space described in Tenant's
notice and such recapture notice shall, if given,
cancel and terminate this Lease with respect to the
space therein described as of the date stated in
Tenant's notice. Notwithstanding the foregoing, if
the proposed sublease is for less than all of the
Premises and for a term of five (5) years or less,
Landlord's right of recapture shall only be for a
period of recapture equal to the term of the proposed
sublease. If Tenant's notice shall cover all of the
space hereby demised, and Landlord shall give the
aforesaid recapture notice with respect thereto, the
term of this Lease shall expire and end on the date
stated in Tenant's notice as fully and completely as
if that date had been herein definitely fixed for the
expiration of the term. If, however, this Lease be
<PAGE> 13
cancelled pursuant to the foregoing with respect to
less than the entire Premises, the annual rental and
Tenant's share of Operating Expenses and Real Estate
Taxes herein reserved shall be adjusted on the basis
of the number of RSF retained by Tenant in proportion
to the annual rental and share of Operating Expenses
and Real Estate Taxes reserved in this Lease, and this
Lease as so amended shall continue thereafter in full
force and effect.
(b) If Landlord chooses not to recapture such space,
then Tenant may proceed to assign or sublease such
space provided that Landlord shall have the right to
require Tenant to use the leasing broker for the
Building until the third (3rd) anniversary of the
Commencement Date if the broker shall agree to use its
best professional efforts to lease the space in the
shortest period of time and in accordance with
Tenant's instructions. Tenant shall, by notice in
writing, advise Landlord of any proposed sublease or
assignment not less than sixty (60) days prior to the
commencement date of the proposed sublease or
assignment. Tenant's notice shall state the name and
address of the proposed subtenant or assignee, and an
outline of the terms of the proposed sublease or
assignment including the proposed use, term, and
annual rental shall be delivered to Landlord with said
notice. Landlord shall have the right, to be
exercised by giving Tenant written notice within ten
(10) business days after receipt of Tenant's notice,
to disapprove the proposed sublease or assignment only
if the business of proposed subtenant or the intended
use of the Premises is, in Landlord's reasonable
judgment, of a nature or character not in keeping with
the standards of the Building.
(c) Notwithstanding any other provision of this Lease
to the contrary, Tenant has the right to assign this
Lease or sublet the Premises in whole or in part to
any subsidiary or affiliate on giving Landlord sixty
(60) days' prior written notice of such assignment or
subleasing and shall have the right at any time to
transfer this Lease as a result of merger or
consolidation of Tenant with any other entity or as a
result of transfer by Tenant of all or substantially
all of its assets to any other entity. Such an
assignment or sublease shall not trigger Landlord's
right to terminate the Lease or require Landlord's
consent to such assignment or sublease. A
"subsidiary" of Tenant shall mean any corporation,
partnership, association, or other legal entity not
less than fifty percent (50%) of whose outstanding
voting stock or other ownership interests shall, at
the time, be owned, directly or indirectly, by Tenant.
An "affiliate" of Tenant shall mean any corporation,
partnership, association, or other legal entity which,
directly or indirectly, controls or is controlled by
or is under common control with Tenant. For purpose
of the definition of "affiliate," the word "control"
(including "controlled by" and "under common control
with"), as used with respect to any corporation,
partnership, or association, shall mean the
possession, directly or indirectly, of the power to
direct or cause the direction of the management and
<PAGE> 14
policy of a particular corporation, partnership or
association, whether through ownership of voting
securities or by contract or otherwise.
(d) If the amount of the rent to be paid to Tenant by
an assignee or sublessee, after amortization over the
term of the proposed sublease or assignment of
subtenant improvements, free rent, brokerage
commissions, and other monetary concessions, is
greater than the rent required to be paid by Tenant to
Landlord pursuant to this Lease, Tenant shall pay to
Landlord, as additional rent, any such excess as is
received by Tenant from such assignee or sublessee.
Any consent by Landlord to an assignment or subletting
of this Lease shall not constitute a waiver of the
necessity of such consent as to any subsequent
assignment or subletting.
(e) Any levy or sale in execution, or any assignment
or sale in bankruptcy or insolvency, or the
appointment of a receiver or trustee of all or
substantially all of the property of Tenant by a state
or federal court, shall be deemed an assignment within
the meaning of this Section.
(f) Any subletting or assignment hereunder shall not
release or discharge Tenant of or from any liability,
whether past, present, or future, under this Lease,
and Tenant shall continue fully liable hereunder. The
subtenant or subtenants or assignee or assignees shall
agree to comply with and be bound by all the terms,
covenants, conditions, provisions, and agreements of
this Lease to the extent applicable to the space
sublet or assigned, and shall not assign the sublease
or sublet the Premises or any part thereof, or allow
any transfer thereof, or any lien on the subtenant's
interest, without the prior written consent of
Landlord as required pursuant to the terms of this
Lease, and Tenant shall deliver to Landlord promptly
after execution, an executed copy of each such
sublease or assignment and an agreement of compliance
by each such subtenant or subtenants or assignee or
assignees.
(g) Any sale, assignment, mortgage, transfer, or
subletting of this Lease which is not in compliance
with the provisions of this Section 10 shall be of no
effect and void.
(h) Landlord may assign this Lease and shall not be
liable for obligations thereafter accruing hereunder;
provided that Landlord's assignee shall assume
Landlord's obligations hereunder accruing on or after
the date of assumption. Notwithstanding the foregoing
sentence, Landlord may assign this Lease for the
purpose of securing a construction loan to construct
the Building and Premises and permanent financing.
Construction 11. (a) All Base Building and Tenant's Improvements,
whether made by Landlord or Tenant, and whether at
Landlord's or Tenant's expense, or the joint expense
of Landlord and Tenant, on completion and acceptance
by Landlord, shall become and remain the property of
Landlord. If at any time during the term Tenant
<PAGE> 15
removes elements of Tenant's Improvements, Tenant
agrees to repair any damage to the Premises and the
Building and restore the Premises to a condition no
less than the Building Standard level as identified in
Exhibit B attached hereto as a part hereof. Any
replacement of Tenant's Improvements, whether made at
Tenant's expense or otherwise, shall be and remain the
property of Landlord. The parties agree that Landlord
shall have the right to depreciate the full and
complete value of the Base Building and the value of
Tenant's Improvements to the extent of the tenant
improvement allowance provided by Landlord ("Tenant's
Improvement Allowance"). Tenant shall have the right
to depreciate the value of Tenant's Improvements for
which Tenant has paid the cost thereof in excess of
Tenant's Improvement Allowance.
Alterations 12. (a) Tenant shall not make or permit anyone to make
any alterations in or additions or improvements to the
Premises or install any equipment of any kind that
will require any alteration or addition to, or the use
of, the water, heating, air conditioning, or
electrical or other Building systems or equipment,
without Landlord's advance written consent in each
instance. Landlord's decision to refuse such consent
shall be conclusive. If Landlord consents to such
alterations or additions, before commencement of the
work or delivery of any materials onto the Premises or
into the Building, Tenant shall furnish Landlord with
plans and specifications, names and addresses of
contractors, copies of contracts, necessary permits,
waivers of lien, and indemnification in form and
amount satisfactory to Landlord against claims, costs,
damages, liabilities, and expenses. Any and all
electrical or mechanical work shall be performed by
contractors only after said contractors have been
approved by Landlord. All additions and alterations
shall be installed in a good, workmanlike manner, and
only new, high grade materials which are in accordance
with the Building standards shall be used, and
Landlord shall be paid a reasonable supervisory fee
with respect to additions and alterations. Tenant
hereby agrees to indemnify and hold Landlord harmless
from and against any and all claims, costs, damages,
liabilities and expenses of every kind and description
which may arise out of or be connected in any way with
said alterations or additions or the installation
thereof. Before commencing any work in the Premises,
Tenant shall furnish Landlord with certificates of
insurance from all contractors performing labor or
furnishing materials insuring Landlord against any and
all claims, costs, damages, liabilities, and expenses,
which may arise out of or be connected in any way with
said additions or alterations or the installation
thereof. Tenant shall pay the cost of all such
alterations and additions and also the cost of
decorating the Premises occasioned by such alterations
and additions. On completing any alterations or
additions, Tenant shall furnish Landlord with
contractors' affidavits and full and final waivers of
lien covering all labor and materials expended and
used. All alterations and additions shall comply with
all insurance requirements and with all local
ordinances and regulations, and with the requirements
<PAGE> 16
of all statutes and regulations of the State (or of
any department or agency thereof) in which the
Building is located. Tenant shall permit Landlord to
supervise construction operations in connection with
these alterations or additions if Landlord requests to
do so. The privilege herein granted to Tenant to make
alterations or additions to the Premises is
conditioned on Tenant's contractors, workmen, and
employees working in harmony and not interfering with
the workmen, employees, and contractors of Landlord or
of any other tenant.
(b) Notwithstanding the provisions of the first two
sentences of Section 12(a), Landlord shall approve
Tenant's request to make alterations of the Premises
that do not affect the Building structure or systems,
provided that adequate drawings to fully describe such
alterations to the reasonable satisfaction of Landlord
are provided to Landlord at least fifteen (15) days
prior to commencement of the construction. Landlord
shall promptly review and approve or disapprove
Tenant's request and provide Tenant with Landlord's
comments in the case of disapproval. If Landlord has
neither approved nor disapproved such drawings within
15 days following Tenant's submission thereof, they
shall be deemed approved. Tenant further agrees that
it will comply with all other provisions of Section
12(a) and as-built drawings of the alterations shall
be delivered to Landlord within thirty (30) days
following completion of the construction thereof.
(c) All alterations, additions, hardware, non-trade
fixtures and all improvements, temporary or permanent,
in or on the Premises, whether placed there by
Landlord or Tenant, shall, unless Landlord requests
their removal as set forth in the following sentence,
become Landlord's property and shall remain on the
Premises at the termination of this Lease by lapse of
time or otherwise without compensation or allowance or
credit to Tenant. Landlord may request removal of
additions, alterations, hardware, non-trade fixtures,
or improvements installed or made by Tenant after the
Commencement Date. If Landlord so requests, Tenant
shall remove the same prior to the conclusion of the
term and Tenant shall repair all damage to the
Premises caused by such removal. Tenant shall not be
required to remove pipes and wires concealed in the
floors, walls, or ceilings, provided that Tenant
properly cuts and caps the same and seals them off in
a safe, lawful, and workmanlike manner. If, on
Landlord's request, Tenant does not remove said
things, Landlord may remove the same and repair all
damage and Tenant shall pay to Landlord on demand the
cost of such removal and repair of all damage. Tenant
shall remove Tenant's furniture, machinery, safe or
safes, trade fixtures, and other items of personal
property of every kind and description from the
Premises prior to the end of the term, however ended.
If not so removed, Landlord may request their removal,
and if Tenant does not remove them, Landlord may do so
and Tenant shall pay to Landlord on demand the cost of
such removal and repair of all damage. If Landlord
does not request their removal, all such items shall
be conclusively presumed to have been conveyed by
<PAGE> 17
Tenant to Landlord under this Lease as a bill of sale
without further payment or credit by Landlord to
Tenant.
Signs 13. Unless Landlord shall otherwise agree, Tenant will not
permit or suffer any signs, logos, symbols,
advertisements, or notices to be displayed, inscribed
on, or affixed on any part of the outside or inside of
the Premises, or in the Building or on the street
adjacent to the Building. Notwithstanding the
provisions of the foregoing sentence, Tenant shall
have the right to have such interior or exterior signs
on the Investor Center Space that are in keeping with
the standards of the Building and retail space sign
standards established by Landlord. Tenant's name
shall be affixed to the lobby directory board to be
provided by Landlord and on the entrance doors of the
Premises in such size, color, and style as Landlord
and Tenant may mutually agree.
Services and 14. (a) Landlord shall provide at Tenant's expense
Utilities based on Pro Rata Share of the Operating Expenses as
set forth in Sections 28A and 28B:
(1) JANITOR SERVICE in and about the Premises,
Saturdays, Sundays, and holidays recognized by
Landlord excepted. Tenant shall not provide any
janitor service in the Premises except through a
janitor contractor or employees satisfactory to
Landlord. Exhibit C attached hereto shall be the
cleaning specifications for the Premises.
(2)(i) HEAT AND AIR CONDITIONING daily from 8:00 a.m.
to 7:00 p.m. and from 8:00 a.m. to 1:00 p.m. on
Saturdays, with Sundays and holidays recognized by
Landlord excepted. The equipment shall maintain a
uniform (1) indoor temperature of 78 degrees F.D.B. at
50% R.H. + 5% automatic control in summer based on the
local 1% outdoor design condition as specified in the
latest edition of the "ASHRAE Handbook of
Fundamentals" and (2) indoor temperature of 72 degrees
F.D.B. at 30% R.H. minimum in winter based on the
local 99% outdoor design condition as specified in the
latest edition of the "ASHRAE Handbook of
Fundamentals." Whenever heat generating machines or
equipment or lighting fixtures other than Building
Standard lighting fixtures are used in the Premises
and affect the temperature otherwise maintained by the
Building air conditioning system, Landlord may install
supplementary air conditioning units in or for the
full benefit of the Premises, and the cost of
installation, operation, and maintenance thereof shall
be paid by Tenant to Landlord as a part of Operating
Expenses on demand by Landlord as additional rent.
(ii) Landlord shall furnish HVAC beyond the
above-stated hours, provided that notice requesting
such service is delivered to Landlord before noon on
the business day when such service is required for
that evening, and by noon of the preceding business
day when such service is required after-hours on
Saturday or on Sunday or holidays. This service shall
be furnished at "Landlord's Costs," which shall mean
the actual labor and utility costs incurred by
<PAGE> 18
Landlord to provide such overtime service, without
markup of any kind. Landlord's Costs shall be paid by
Tenant or, alternatively, shall be shared
proportionately (based on RSF serviced by this
overtime HVAC and hours of use requested) between
Tenant and other tenants, if any, located in the same
HVAC zone who are enjoying the benefit of the service
at the same time as Tenant. Landlord shall bill
Tenant on or before the last day of the month
following the month in which Landlord's Costs are
incurred, and shall submit with its invoice a
tabulation of the hours and the dates on which the
overtime HVAC was furnished. Tenant shall reimburse
Landlord therefor within thirty (30) days after
receipt of the invoice and other data supporting the
charges that Tenant may reasonably request.
(3) WATER from municipal mains for drinking,
lavatory, and toilet purposes, drawn through fixtures
installed by Landlord or by Tenant with Landlord's
written consent. Tenant shall pay as a part of
Operating Expenses, at rates fixed by Landlord not in
excess of Landlord's direct operating costs, for all
costs of water used for supplementary air conditioning
or refrigeration installed by or for Tenant, or for
any purpose for Tenant.
(4) ADEQUATE PASSENGER ELEVATOR SERVICE in
common with other tenants at all times, and FREIGHT
ELEVATOR SERVICE in common with other tenants daily
from 8:00 a.m. to 6:00 p.m. and 8:00 a.m. to 1:00 p.m.
on Saturdays, Sundays, and holidays recognized by
Landlord excepted, subject to scheduling by Landlord.
Freight elevator service at other times and elevators
with attendants shall be optional with Landlord and,
if provided, shall never be deemed a continuing
obligation of Landlord. Elevator service for the
Premises is based on typical office population
densities (approximately 175 NUSF/person). Should
elevator service become inadequate due to occupancy by
Tenant more dense than typical, Landlord and Tenant
shall use reasonable efforts to improve elevator
service by altering service between elevator banks or
other means including, if mutually agreed by Landlord
and Tenant, installation of additional elevators in
spare shafts. Tenant shall pay all reasonable costs
associated with requisite improvements.
(5) ELECTRICITY facilities shall provide
electricity for the Building systems and Tenant's use.
Landlord shall purchase primary voltage power from the
utility company and shall provide transformation and
distribution of power to all Building systems and the
Premises as specified in Sections 12 and 13 of Exhibit
B attached hereto as a part hereof. Tenant shall pay
all direct electricity costs, but not in excess of
rates charged by the supplying utility, either by
separate metering or by apportionment, for all
electricity provided to the Premises and Tenant's Pro
Rata Share of the cost of operation of Building
systems. Tenant shall not connect any load to the
Building distribution system unless approved by
Landlord in accordance with Section 12 and shall in no
case exceed the allowable load.
<PAGE> 19
(6) RECEIVING DISHES may be installed by Tenant
on the roof of the Building for use in connection with
Tenant's business. Tenant shall furnish the name of
the proposed contractor and detailed plans and
specifications for the system to Landlord for
approval. On approval, the system shall be installed
at Tenant's expense. Tenant shall be responsible for
procuring whatever licenses or permits may be required
from third persons for the use or operation of the
system, and Landlord makes no warranties or
representations as to the permissibility of the system
under applicable laws. The system shall not
constitute a nuisance or unreasonably interfere with
the operations of Landlord or other tenants occupying
the Building. The cost associated with the use of
such receiving dishes by Tenant shall be included in
Tenant's share of Operating Expenses, as hereinafter
defined.
(b) Landlord does not warrant that any of the
services above mentioned will be free from
interruption caused by war, insurrection, civil
commotion, riots, acts of God or the enemy or
governmental action, repairs, renewals, improvements,
alterations, strikes, lockouts, picketing, whether
legal or illegal, accidents, inability of Landlord to
obtain fuel or supplies, or any other cause or causes
beyond the reasonable control of Landlord. Any such
interruption of service shall never be deemed an
eviction or disturbance of Tenant's use and possession
of the Premises or any part thereof, or render
Landlord liable to Tenant for damages, or relieve
Tenant from performance of Tenant's obligations under
this Lease.
(c) If Tenant, in the exercise of its reasonable
discretion, determines that the janitor service
provided by Landlord pursuant to Section 14(a)(1) is
inadequate as provided by Landlord, then Tenant shall
notify Landlord in writing of said deficiency,
specifying the same, and describing what action Tenant
desires Landlord to take to resolve said deficiency.
Landlord shall either resolve the problem of
inadequacy to the reasonable satisfaction of Tenant or
notify Tenant that Landlord will not take any such
remedial action, in which event Tenant may provide for
its own service in lieu of that provided by Landlord
at Tenant's sole cost and expense, and thereafter the
costs of janitor service shall not be included in
"Operating Expenses" pursuant to Sections 28A and 28B.
Any contractor hired by Tenant for services shall be
subject to the approval of Landlord, such approval not
to be unreasonably withheld.
Notice 15. Any notice, request, communication, or demand under
the Lease shall be in writing and shall be considered
properly delivered when addressed as hereinafter
provided, given or served personally or by registered
or certified mail (return receipt requested) and
deposited in the United States general or branch post
office. Any notice, request, communication, or demand
by any party to the other shall be addressed as
follows, unless and until otherwise directed in
writing by either party:
<PAGE> 20
If to Landlord: 100 East Pratt Street Limited
Partnership
c/o Colliers Pinkard
7 East Redwood Street
Suite 1200
Baltimore, Maryland 21202
With copies to: 100 East Pratt Street Limited
Partnership
c/o 100 East Pratt Street, Inc.
c/o International Business Machines
Corporation
Real Estate and Business Development
Old Orchard Road
Armonk, New York 10504
Attention: Director, Finance,
Investments, and Asset Management
100 East Pratt Street Limited
Partnership
c/o 100 East Pratt Street, Inc.
c/o International Business Machines
Corporation
Real Estate and Business Development
Old Orchard Road
Armonk, New York 10504
Attention: Corporate Counsel
Kevin L. Shepherd, Esquire
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank and Trust
Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
If to Tenant: T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, Maryland 21202
Attention: Corporate Secretary
Finance Division
With copies to: T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, Maryland 21202
Attention: Corporate Comptroller
Finance Division
and
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, Maryland 21202
Attention: Corporate Counsel
Rejection or other refusal to accept a notice,
request, communication, or demand or the inability to
deliver the same because of a changed address of which
no notice was given shall be deemed to be receipt of
the notice, request, communication, or demand sent.
Landlord's 16. Landlord's title is and always shall be paramount to
Title the title of Tenant, and nothing herein contained
shall empower Tenant to do any act which shall
encumber the title of Landlord.
<PAGE> 21
Certain 17. (a) Landlord reserves the following rights:
Rights
Reserved to (1) To change the name or street address
Landlord of the Building provided that if Tenant occupies
at least 100,000 RSF itself and none of the 100,000
RSF is sublet or assigned, Landlord shall first obtain
the prior written approval of Tenant, such approval
not to be unreasonably withheld or delayed. Such
approval right shall not extend to any assignee or
subtenant of Tenant but shall extend to affiliates,
subsidiaries, and successors permitted pursuant to
Section 10(c).
(2) To install and maintain a sign or signs on
the exterior of the Building provided that if Tenant
occupies at least 100,000 RSF itself and none of the
100,000 RSF is sublet or assigned, Landlord shall
first obtain the prior written approval of Tenant,
such approval not to be unreasonably withheld or
delayed. Such approval right shall not extend to any
assignee or subtenant of Tenant but shall extend to
affiliates, subsidiaries, and successors permitted
pursuant to Section 10(c).
(3) During the last ninety (90) days of the
term, if during or prior to that time Tenant vacates
the Premises, to decorate, remodel, repair, alter, or
otherwise prepare the Premises for reoccupancy.
(4) To constantly have pass keys to the
Premises for emergency use only and not in a manner
adverse to Tenant's security requirements.
(5) To grant to anyone the exclusive right to
conduct any particular business or undertaking in the
Building except for the businesses of financial
brokerage services and investment banking.
(6) To exhibit the Premises to others during
the last eighteen (18) months of the term and only as
to the portion of the Premises which Tenant will no
longer occupy.
(7) To take any and all measures, including
inspections, repairs, alterations, additions, and
improvements to the Premises or to the Building, as
may be necessary or desirable for the safety,
protection, or preservation of the Premises or the
Building or Landlord's interests, or as may be
necessary or desirable in the operation of the
Building.
(b) Landlord may enter on the Premises and may
exercise any or all of the foregoing rights hereby
reserved without being deemed guilty of an eviction or
disturbance of Tenant's use or possession and without
being liable in any manner to Tenant.
Waiver of 18. To the extent permitted by law, Tenant releases
Claims Landlord and Landlord's agents, servants, and
employees, and Landlord's Building Manager of the
Building, and its agents, servants, and employees
from, and waives all claims for, damage to person or
<PAGE> 22
property sustained by Tenant or any occupant of the
Building or Premises resulting from the Building or
Premises or any part of either or any equipment
becoming out of repair, or resulting from any accident
in or about the Building, or resulting directly or
indirectly from any act or neglect of any tenant or
occupant of the Building or of any other person,
including Landlord and Landlord's agents, servants,
and employees, and Landlord's Building Manager of the
Building, and its agents, servants, and employees.
This Section 18 shall apply especially, but not
exclusively, to the flooding of basements or other
subsurface areas, and to damage caused by
refrigerators, sprinkling devices, air conditioning
apparatus, water, snow, frost, steam, excessive heat
or cold, falling plaster, broken glass, sewage, gas,
odors or noise, or the bursting or leaking of pipes or
plumbing fixtures, and shall apply equally whether any
such damage results from the act or neglect of
Landlord or of other tenants, occupants, or servants
in the Building or of any other person, and whether
such damage be caused or results from any thing or
circumstance above mentioned or referred to, or any
other thing or circumstance whether of a like nature
or of a wholly different nature. If any such damage,
whether to the Premises or to the Building or any part
thereof, or whether to Landlord or to other tenants in
the Building, results from any act or neglect of
Tenant, Landlord may, at Landlord's option, repair
such damage and Tenant shall on demand by Landlord,
reimburse Landlord forthwith for the total reasonable
cost of such repairs. Tenant shall not be liable for
any damages caused by its act or neglect if Landlord
or a tenant has recovered the full amount of the
damages from insurance, and the insurance company has
waived in writing its rights of subrogation against
Tenant. All property belonging to Tenant or any
occupant of the Premises that is in the Building or
the Premises shall be there at the risk of Tenant or
other occupant only, and Landlord shall not be liable
for damages thereto or theft or misappropriation
thereof. This Section 18 shall not waive any claim by
Tenant against Landlord, its agents or employees for
any negligence of such persons or entities.
Holding 19. If Tenant retains possession of the Premises or
Over any part thereof after the termination of the term by
lapse of time or otherwise, Tenant shall pay Landlord
rent at double the rate of rental specified in this
Lease for the time Tenant thus remains in possession,
and in addition thereto, shall pay Landlord all
damages sustained by reason of Tenant's retention of
possession. If Tenant remains in possession of the
Premises, or any part thereof, after the termination
of the term by lapse of time or otherwise, such
holding over shall, at the election of Landlord
expressed in a written notice to Tenant and not
otherwise, in lieu of double rent, constitute a
renewal of this Lease on a month to month basis. The
provisions of this Section 19 do not waive Landlord's
rights of reentry or any other right hereunder.
Insurance 20. (a) At all times during the term of this Lease,
Tenant, at its sole cost and expense, shall provide
<PAGE> 23
and keep in full force and effect the following
insurance coverages:
(i) Tenant shall purchase and maintain a Named
Perils or all risk Builder's Risk policy insuring the
Tenant's Improvements for not less than 100%
replacement cost, on a completed value basis, and
shall include coverage for the increased cost of
construction. Such insurance shall name Landlord
(including its partners), any mortgagee of Landlord,
and the Building manager as their interests may
appear. Tenant's insurer shall agree in writing that
its insurance coverage is primary. Tenant's insurer
shall be rated A + 9 or better by Best's Insurance
Reports. The insurance coverage described in this
clause may include a deductible not to exceed an
amount equal to Two Hundred Fifty Thousand Dollars
($250,000).
(ii) A policy of public liability and property
damage insurance, naming Landlord (including its
partners) and the Building manager as an additional
insured, with respect to the Premises and the business
of Tenant in, on, within, from, or connected with the
Premises, pursuant to which the limits of liability
shall be at least One Million Dollars ($1,000,000) in
respect to injuries to or death of any one person, One
Million Dollars ($1,000,000) in respect to any one
occurrence, and Five Hundred Thousand Dollars
($500,000) in respect to destruction or damage to
property or in such other reasonable amounts as
Landlord shall require. Said insurance policy shall
contain a clause that the insurer will not cancel or
change the insurance without first giving Landlord
thirty (30) days prior written notice. Said insurance
policy shall be carried with an insurance company
approved by Landlord, and a certificate of insurance
shall be delivered to Landlord on the Commencement
Date of this Lease and on renewal of each of said
policies.
(b) Tenant shall not take out separate insurance
concurrent in form or contributing in the event of
loss with that required in this Section 20 to be
furnished by Tenant.
(c) If at any time Tenant does not comply with the
covenants made in this Section 20, Landlord may, at
its option (without prejudice to any other remedy it
might have), cause insurance as aforesaid to be
issued, and in such event Tenant shall pay the premium
for such insurance as additional rent promptly on
Landlord's demand therefor.
(d) Landlord shall maintain on the Building broad
form property insurance in compliance with the
requirements of any mortgage or deed of trust
encumbering the Building. Landlord shall also
maintain property insurance on the Building in
compliance with the standards set forth in Exhibit K
of the Partnership Agreement of 100 East Pratt Street
Limited Partnership dated July 27, 1989 between IBM
and 100 East Pratt Street, Inc., a copy of which is
attached as Exhibit E attached hereto as a part
<PAGE> 24
hereof, Tenant acknowledges receipt; provided,
however, that (i) Landlord may ad the coverages
described in Exhibit K to the extent such adments are
consistent with the coverages that a prudent owner of
a class A office building in Baltimore, Maryland would
obtain, and (ii) as long as IBM is a general partner
of Landlord (or IBM becomes Landlord) and owner of the
Building as nominee for Landlord under the Nominee
Agreement dated December 31, 1991 between Landlord and
IBM, Landlord may self-insure the casualty risk on the
Building.
Rules 21. Tenant shall observe faithfully and comply strictly
with the rules and regulations attached to this Lease
and made a part hereof as Rider A, and such other
rules and regulations, promulgated from time to time
by Landlord applicable to all tenants of the Building,
as in Landlord's judgment are necessary for the
safety, care, and cleanliness of the Building or for
the preservation of good order therein. Landlord will
not be liable to Tenant for violation of such rules
and regulations by any other tenant, its servants,
employees, agents, visitors, customers, invitees, or
licensees.
Subordination 22. This Lease shall be subordinate and subject at all
times to all ground or underlying leases and to any
mortgage or deed of trust covering the Premises or
which at any time hereafter shall be made, and to all
renewals, modifications, consolidations, or
replacements thereof, and to all advances made, or
hereafter to be made, on the security of any such
mortgage or deed of trust, provided that the holder of
such mortgage or deed of trust executes a
nondisturbance agreement providing that Tenant's
rights under this Lease will not be disturbed by such
holder or its successor in interest so long as Tenant
performs its obligations pursuant to this Lease.
Tenant shall execute such further instruments
subordinating this Lease to any such mortgage or deed
of trust as Landlord shall request provided that said
instrument also contains a provision by which
Landlord's mortgagee agrees not to disturb the tenancy
of Tenant on Tenant's attornment.
Default 23. All rights and remedies of Landlord herein enumerated
shall be cumulative, and none shall exclude any other
right or remedy allowed by law or equity.
(a) The occurrence of any one or more of the
following events shall constitute a default by Tenant
and a breach of this Lease: (i) Tenant fails to make
a payment of rent or any other payment of money as and
when the same shall become due and payable hereunder
and such failure shall continue for more than ten (10)
consecutive days after notice by Landlord, or (ii)
Tenant fails to promptly and fully perform or observe
any of the other covenants, agreements, rules and
regulations, terms or conditions in this Lease to be
performed or observed by Tenant and such failure shall
continue for more than twenty (20) consecutive days
after notice by Landlord specifying the nature of such
failure, or if the failure so specified shall be of
such a nature that the same cannot be reasonably cured
<PAGE> 25
or remedied within said twenty (20) day period, Tenant
shall not be in good faith have commenced to cure or
remedy such failure within such twenty (20) day period
and thereafter diligently proceed therewith to
completion (unless the act or omission of Tenant or
occurrence involves a hazardous or emergency condition
which shall be cured by Tenant forthwith on Landlord's
demand), or (iii) the leasehold interest or property
of Tenant be levied on under execution or be attached
by process of law, and such levy or attachment is not
bonded-off within thirty (30) days of such levy or
attachment, or (iv) Tenant makes an assignment for the
benefit of creditors, or a receiver be appointed for
any property of Tenant, or at any time prior to or
during the term of this Lease any voluntary or
involuntary petition or similar pleading under any
section or sections of any bankruptcy law shall be
filed by or against Tenant, or any voluntary or
involuntary proceeding in any court or tribunal shall
be instituted to declare Tenant insolvent or unable to
pay Tenant's debts, and in the case of any involuntary
petition or proceeding, the petition or proceeding is
not dismissed within sixty (60) consecutive days from
the date it is filed.
(b) In the event of any default of Tenant hereunder,
and at any time thereafter, Landlord may serve on
Tenant a notice that this Lease and the term hereof
will terminate on a date to be specified therein,
(which shall not be less than five (5) consecutive
days after the date such notice is given) and on the
date so specified by Landlord in such notice, this
Lease and the then unexpired term hereof shall
terminate and come to an end as fully and completely
as if the date specified in Landlord's notice was the
day herein definitely fixed for the end and expiration
of this Lease and the term hereof, and Tenant shall
then quit and surrender the Premises to Landlord, but
Tenant shall remain liable as hereinafter set forth.
(c) On termination of this Lease by Landlord as
hereinabove provided, Landlord may, without notice,
terminate all services and re-enter the Premises
either by force or otherwise, and by summary
proceedings or otherwise, dispossess Tenant and the
legal representatives of Tenant or any other occupant
of the Premises, and remove their effects without
being deemed in any manner guilty of trespass,
eviction, or forceable detainer, and hold the Premises
as if this Lease had not been made.
(d) In the event of default, re-entry, termination,
and/or dispossess by summary proceedings or otherwise,
(i) Landlord shall in, addition to any other rights
granted herein or by law, be entitled to recover all
rent, additional rent, and other sums due and payable
by Tenant up to and including the date of re-entry,
dispossess, and/or termination, and (ii) without
releasing Tenant, in whole or in part, from Tenant's
obligations to pay the rent hereunder for the full
term or from any other of its obligations under this
Lease or for damages herein described Landlord may, at
Landlord's option, occupy the Premises and/or cause
the Premises to be redecorated, altered, divided,
<PAGE> 26
consolidated with other adjoining Premises, or
otherwise changed or prepared for reletting, and may
relet the Premises or any part thereof for the account
of Tenant for a term or terms to expire prior to, at
the same time as, or subsequent to, the original
expiration date of this Lease, and receive the rent
therefor, applying the same first to the payment of
such expenses as Landlord may have incurred in
connection with the recovery of possession,
redecorating, altering, dividing, consolidating with
other adjoining Premises, or otherwise changing or
preparing for reletting, and the reletting, including
brokerage and reasonable attorneys' fees, and then to
the payment of damages in amounts equal to the rent
hereunder and to the cost and expense of performance
of the other covenants of Tenant as herein provided.
Tenant agrees, whether or not Landlord has relet, to
pay to Landlord damages equal to the rent and other
sums herein agreed to be paid by Tenant, less the net
proceeds of the reletting, if any, as ascertained from
time to time, and the same shall be payable by Tenant
on the several rent days above specified. In
reletting the Premises as aforesaid, Landlord may
grant rent concessions, and Tenant shall not be
credited therewith. No such reletting shall
constitute a surrender and acceptance of the Premises
or be deemed evidence thereof. If Landlord elects,
pursuant hereto, actually to occupy and use the
Premises, or any part thereof, during any part of the
balance of the term, as originally fixed or since
extended, there shall be allowed against Tenant's
obligation for rent, or damages as herein defined,
during the period of Landlord's occupancy, the
reasonable value of such occupancy, not to exceed in
any event the rent herein reserved and such occupancy
shall not be construed as a release of Tenant's
liability hereunder.
(e) Any and all property which may be removed from
the Premises by Landlord pursuant to the authority of
this Lease or of law, to which Tenant is or may be
entitled, may be handled, removed, or stored by
Landlord at the risk, cost, and expense of Tenant, and
Landlord shall in no event be responsible for the
value, preservation, or safekeeping thereof. Tenant
shall pay to Landlord on demand any and all expenses
incurred in such removal and all storage charges
against such property so long as the same shall be in
Landlord's possession or under Landlord's control.
Any such property of Tenant not removed from the
Premises or taken from storage by Tenant within thirty
(30) days after the end of the term, however
terminated, shall be presumed to have been conveyed by
Tenant to Landlord under this Lease as a bill of sale
without further payment or credit by Landlord to
Tenant.
(f) Each party shall pay to the other on demand all
the costs, charges, and expenses, including the fees
of counsel, agents and others retained, incurred in
enforcing or carrying out a party's obligations
hereunder or incurred by the other party in any
litigation, negotiations or transactions in which a
party causes the other, without its fault, to become
<PAGE> 27
involved or concerned, plus interest from the date of
payment at the annual rate of one and one-half percent
(1_%) above the prime rate of interest (the "Prime
Rate"). For purposes of this Lease, the "Prime Rate"
means the prime rate of interest established from time
by time by The First National Bank of Maryland. If
The First National Bank of Maryland is no longer in
existence or no longer establishes a prime rate of
interest, the Prime Rate shall be the highest rate
published by The Wall Street Journal in its Money
Rates Section, or a comparable index selected by
Landlord and reasonably approved by Tenant.
(g) Tenant hereby expressly waives the service of
notice of intention to re-enter or to institute legal
proceedings to that end and any and all rights of
redemption granted by or under any present or future
laws in the event of Tenant being evicted or
dispossessed for any cause, or in the event of
Landlord obtaining possession of the Premises by
reason of the violation by Tenant of any of the
covenants and conditions of this Lease or otherwise.
The words "re-enter", "enter" and "re-entry" as used
in this Lease are not restricted to their technical
legal meaning.
(h) In the event of a breach or threatened breach by
Tenant of any of the covenants or provisions hereof,
Landlord shall have the right of injunction and the
right to invoke any remedy allowed at law or in equity
as if re-entry, summary proceedings, and other
remedies were not herein provided for. Mention in
this Lease of any particular remedy shall not preclude
Landlord from pursuing any other remedy in law or in
equity.
(i) The delivery of keys to any agent or employee of
Landlord shall not be considered as a termination of
this Lease or a surrender of the Premises.
(j) Landlord and Tenant hereby waive trial by jury in
any action, proceeding, or counterclaim brought by
either of them against the other on any matters not
relating to personal injury or property damage but
otherwise arising out of or in any way connected with
this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Premises, or any
emergency statutory remedy.
Mechanics' 24. Tenant shall not permit any mechanics' or
Liens materialmen's liens to be filed against the fee of the
real property on which the Building is located nor
against Tenant's leasehold interest in the Premises.
Landlord shall have the right at all reasonable times
to post and keep posted on the Premises any notices
which it deems necessary for protection from such
liens. If any such liens are so filed and Tenant
fails to obtain their removal by bond or otherwise
within thirty (30) days following notice of their
impositions, Landlord, at its election, may pay and
satisfy the same and in such event the sums so paid by
Landlord, with interest from the date of payment at
the annual rate of one and one-half percent (1_%)
above the Prime Rate shall be deemed to be additional
<PAGE> 28
rent due and payable by Tenant at once without notice
or demand.
Eminent 25. (a) If the whole or any part of the Premises
Domain shall be lawfully condemned or taken in any manner for
any public or quasi-public use, this Lease as to the
portion of the Premises taken shall forthwith cease
and terminate on the date of the taking of possession
by the condemning authority. Except as hereinafter
provided in Section 25(c), Landlord shall be entitled
to receive the entire award without any payment to
Tenant, Tenant hereby assigning to Landlord Tenant's
interest in the award, if any, and the rent shall be
apportioned as of such date.
(b) If greater than fifty percent (50%) of the
Premises shall be condemned or taken and Landlord
determines, in the exercise of its reasonable judgment
that this Lease should be terminated for the purpose
of abandoning the Building or razing all or
substantially all of the Building or for the purpose
of restoration or rehabilitation of the portion of the
Building remaining after such condemnation or taking,
Landlord may terminate this Lease without compensation
to Tenant other than as provided in Section 25(c). If
greater than fifty percent (50%) of the Premises shall
be so condemned or taken, Tenant may terminate this
Lease without compensation to Tenant other than as
provided in Section 25(c). Each party shall notify
the other of such termination within sixty (60) days
following the date of the taking of possession by the
condemning authority, and this Lease shall expire on
the date specified in the notice of termination not
less than sixty (60) days after the giving of such
notice, as fully and completely as if such date were
the date hereinbefore set for the expiration of the
term of this Lease, and the rent shall be apportioned
as of such date.
(c) Tenant shall have the right to receive its
allocable share of condemnation proceeds for the
unamortized value of Tenant's Improvements the cost of
which was in excess of Tenant Improvement Allowance
and paid for by Tenant. Tenant shall also have the
right to make any claim for its personal property and
moving expenses allowable as a compensable item under
applicable laws.
Casualty 26. In the event of damage or destruction of the Premises
during the term by fire, the elements, or casualty,
Landlord shall forthwith repair the same, provided
such repairs can be made, in Landlord's reasonable
opinion, within one hundred and eighty (180) days, but
such damage or destruction shall not annul or void
this Lease, except that Tenant shall be entitled to a
proportionate reduction of rent while such repairs are
being made, such proportionate reduction to be based
on the extent that the Premises, or part thereof, may
be untenantable. If, in Landlord's reasonable
opinion, such repairs cannot be made within one
hundred and eighty (180) days, Landlord may, at its
option to be exercised within thirty (30) days from
the date of such damage or destruction, make the same
as soon as possible thereafter, this Lease continuing
<PAGE> 29
in full force and effect and the rent to be
proportionately reduced as aforesaid in this Section
26 provided. If such repairs are not substantially
complete within eighteen (18) months from the date of
such damage or destruction or if Landlord does not so
elect to make such repairs which cannot be made within
said one hundred and eighty (180) day period, this
Lease may be terminated at the option of Tenant.
Furthermore, if more than fifty percent (50%) of the
Premises are damaged or destroyed and repairs to the
same cannot be made, in Tenant's reasonable opinion,
within one hundred and eighty (180) days, this Lease
may be terminated at the option of Tenant. Tenant
shall be entitled to a proportionate reduction of rent
only if the Premises are untenantable as aforesaid and
no such rent reduction shall be allowed by reason of
inconvenience, annoyance, or injury to Tenant's
business because of such damage or destruction, or the
necessity of repairing any portion of the Building, or
making of such repairs, and Landlord shall not be
liable to Tenant because of such inconvenience,
annoyance or injury.
Waiver of 27. Each party hereto hereby waives all claims for
Subrogation recovery from the other party for any loss or damage
to any of its property insured under valid and
collectible insurance policies.
Real Estate 28A. (a) General Rule. In addition to the annual
Taxes rent described in Section 4 (and in any extension
or renewal provision), Tenant hereby agrees to pay
to Landlord, as additional rent, an amount equal to
Tenant's "Pro Rata Share" of the actual Real Estate
Taxes for each year.
(b) Definitions. For the purposes of this Section
28A:
(1) The term "Real Estate Taxes" means all taxes and
assessments, special or otherwise, levied on or with
respect to the Building and the land on which it is
located (with the land and garage assessment being
allocated as set forth on the assessor's worksheet, if
determined and available, or if not so determined or
not available, then by mutual agreement of Landlord
and Tenant, determined in good faith) imposed by
Federal, State, or local governments (but shall not
include income, franchise, capital stock, estate, or
inheritance taxes unless Landlord equitably determines
that such taxes are in lieu of Real Estate Taxes), and
use or occupancy taxes, and excise and other taxes
(other than general income taxes) on rent and other
income from the Building, (computed, in case of a
graduated tax, as if Landlord's income from the
Building were Landlord's sole taxable income), and any
substitutions for Real Estate Taxes. In the case of
special taxes and assessments payable in installments
only the amount of each installment due and payable
during a fiscal year shall be included in Real Estate
Taxes for that year.
(2) The term "Pro Rata Share" in reference to Real
Estate Taxes means the Real Estate Taxes attributable
to the Building and underlying land, multiplied by a
<PAGE> 30
fraction, the numerator of which is the RSF of the
Premises leased by Tenant, including the Investor
Center Space, and the denominator of 606,414 square
feet, which is the sum of 600,978 square feet (the
BOMA rentable square footage of the office and retail
space in the Building), and 5,436 square feet (the
square footage for retail space in the garage portion
of the Building). The RSF shall be determined in
accordance with the BOMA definition of the American
National Standard ANSI, 265.1-1980.
(c) Payment. After Landlord's receipt of tax bills
for each tax year, or such reasonable (in Landlord's
determination) time thereafter, Landlord will certify
in a written notice to Tenant the amount of Real
Estate Taxes for the tax year in question and the
amount of Tenant's Pro Rata Share thereof. Landlord
shall provide Tenant with copies of Landlord's bills
for Real Estate Taxes, together with its calculation
of Tenant's Pro Rata Share of Real Estate Taxes.
Tenant shall pay Landlord its Pro Rata Share of Real
Estate Taxes within thirty (30) days of the aforesaid
certification to Tenant but shall not be required to
make such payment earlier than one (1) day prior to
payment by Landlord, provided Tenant makes such
payment by cash transfer of immediately available
funds. The failure of Landlord to provide such
certification within the time prescribed above shall
not relieve Tenant of its obligations generally or for
the specific tax year in which any such failure
occurs.
(d) Landlord Revisions. Landlord shall have the
right, for a period of twenty-four (24) months after
the rendering of any statements (or for a longer
period, if reasonably required in order to ascertain
the facts as to any change in Real Estate Taxes), to
send corrected statements to Tenant, and any rent
adments required thereby shall be made within thirty
(30) days thereafter. This provision shall survive
the expiration or earlier termination of the term of
this Lease.
(e) Maintenance of Records. Landlord shall keep and
make available to Tenant at the business office of
Landlord where such records are stored, for a period
of three (3) years after statements are rendered as
provided in this Section 28A, records in reasonable
detail of the payment of Real Estate Taxes for the
period covered by such statement or statements and
shall permit Tenant to examine and audit such of its
records as may reasonably be required to verify such
statements, at reasonable times during business hours.
(f) Change in Real Estate Taxes. If by reason of
complaint against valuation, protest of tax rates, or
otherwise, Real Estate Taxes for any tax year are
affected in such a way as would result in a rent
increase or decrease hereunder, the Real Estate Taxes
for the affected year shall be recalculated
accordingly and the resulting increase or decrease in
rent, less the expenses incurred in effecting any such
reduction, shall be paid simultaneously with or
applied as a credit against the rent next becoming
<PAGE> 31
due. Any personal property taxes or any increase in
Real Estate Taxes by reason of capital improvements,
nonstandard or special installations, alterations, or
fixtures made to the Premises by or for the benefit of
Tenant shall be paid for by Tenant.
(g) Partial Year. The increase in annual rent
described in Section 4 (and in any extension or
renewal provision) for any year which is not a full
twelve (12) months shall be adjusted for the portion
of such year which is within the term.
Operating 28B. (a) General Rule. In addition to the annual
Expenses rent described in Section 4 (and in any extension
or renewal provision), Tenant hereby agrees to pay
to Landlord, as additional rent, an amount equal to
Tenant's "Pro Rata Share" of the actual Operating
Expenses and Real Estate Taxes for each year.
(b) Definitions. For the purposes of this Section
28B:
(1) The term "Operating Expenses" means those
reasonable expenses incurred during such year in
respect of the operation and maintenance of the
Building (after deduction of expenses allocable to the
retail portion of the Building) in accordance with
sound management practices and generally accepted
accounting principles as applied to the operation and
maintenance of first class office buildings, including
premiums for insurance, personal property taxes in
connection with property, utilities used in the
maintenance and operation of the Building, rent for
and expenses of a management office in the Building
for Landlord's Building Manager and the net cost of
operating the amenities of the Building, including the
net cost of operating the amenities for office tenants
located on the twelfth floor of the Building.
Operating Expenses shall be calculated on a ninety-
five percent (95%) "gross-up" basis, i.e., on the
assumption that the Building is ninety-five percent
(95%) occupied; provided, however, that Operating
Expenses shall be calculated on an actual expense
basis, not on a ninety-five percent (95%) gross up
with respect to space not occupied by Tenant. Solely
for this purpose, if Tenant occupies space on or
before the fifteenth (15th) day of any calendar month
it shall be deemed to have occupied such space for the
entire month and if Tenant occupies such space after
the fifteenth (15th) day of a calendar month, it shall
be deemed to have occupied such space commencing on
the first day of the following calendar month. Tenant
shall be treated as occupying space which it has moved
into, sublet, assigned, or otherwise transferred. The
term "gross-up" as used in this Section shall mean and
refer to that method of calculating variable Operating
Expenses which is designed to most reasonably
approximate the actual cost of providing a variable
Operating Expense service to the space in the Building
receiving such service. The "gross-up" treatment,
accordingly, shall be applied only with respect to
variable Operating Expenses arising from services
provided to space in the Building being occupied by
<PAGE> 32
Tenant (which services are being provided to some
tenants and not to others or not to vacant space) in
order to equitably allocate such variable Operating
Expenses to tenants receiving the benefit thereof. If
Landlord shall eliminate the payment of any wages or
other labor costs, costs of supplies, cost of
subcontract services, or other management costs, as a
result of the installation of labor saving devices,
(whether or not categorized as capital improvements)
or by any other means, or if Landlord shall, through
installation during the term of energy saving devices
(whether or not categorized as capital improvements),
effect savings in energy or other utility costs, then
in computing Operating Expenses the corresponding item
or items of such wages or other costs saved, or the
utility cost saving differential, shall be deducted
from Operating Expenses. The cost of these devices,
plus interest at the annual rate of one and one-half
percent (1_%) above the Prime Rate, may be amortized
over its estimated useful life as determined by
Landlord in accordance with sound management practices
and generally accepted accounting principles, and
included as an item of Operating Expenses; provided,
however, that such amortized cost plus interest in any
year shall not exceed in that year the savings
generated by the device.
Operating Expenses shall not include the following:
(i) expenses for repairs or other work
occasioned by fire or other insured casualty;
(ii) expenses incurred in leasing or procuring
new tenants such as lease commissions, advertising
expenses, and expenses of renovating space for new
tenants;
(iii) legal expenses in enforcing the terms of
any lease;
(iv) interest, or amortization payments on any
mortgage or mortgages, and rental under any ground or
underlying lease or leases;
(v) wages, salaries, or other compensation paid
to any executive employees above the grade of building
manager;
(vi) wages, salaries, or other compensation paid
for clerks or attendants in concessions or newsstands
operated by Landlord;
(vii) expenses in connection with maintaining and
operating any garage separately operated by Landlord;
(viii) capital improvements, except as mentioned
above;
(ix) costs for which Landlord is reimbursed by a
particular tenant (except for costs for which Landlord
is reimbursed by any tenant pursuant to a provision of
its lease similar to this Section);
<PAGE> 33
(x) any expense in excess of the amount which
would be paid in an arms length transaction which was
paid to any entity controlled by Landlord;
(xi) depreciation;
(xii) costs incurred within one (1) year
following the Commencement Date to remedy construction
defects;
(xiii) costs incurred to remedy construction
defects for which notice was given to Landlord from
Tenant within one (1) year following the Commencement
Date;
(xiv) any cost incurred for work performed by
Landlord during the first three (3) years following
the Commencement Date to comply with legal
requirements in effect when construction is completed;
and
(xv) expenses for services to other occupants in
the Building which are services in excess of those
provided to Tenant.
(2) The term "Pro Rata Share" in reference to
Operating Expenses means the sum of (i) Operating
Expenses multiplied by a fraction, the numerator of
which is the BOMA measured RSF of the Premises leased
by Tenant, reduced by RSF of the Investor Center
Space, and the denominator of which is 579,531 square
feet (the BOMA rentable square footage of the office
space in the Building), plus (ii) the cost of cleaning
the Investor Center Space. The garage portion of the
Building shall be excluded for purposes of computing
the RSF of the Building.
(c) Estimated Payments. Statements of the estimated
amount of Tenant's Pro Rata Share of Operating
Expenses shall be rendered by Landlord to Tenant as
soon as reasonably feasible for each calendar year,
except as otherwise provided in subparagraph (g)
hereof with respect to any fractional period at the
beginning and end of this Lease and except as
hereinafter provided. On or before the Commencement
Date with respect to the first statement and,
thereafter, on the first day for the payment of
monthly rent under this Lease following the furnishing
of a statement for the prior calendar year (1) Tenant
shall pay Landlord a sum equal to one-twelfth (1/12th)
of Tenant's estimated Pro Rata Share of Operating
Expenses multiplied by the number of months then
elapsed during the term commencing with January 1st of
the then current calendar year and, in advance, one-
twelfth (1/12th) of the estimated share in respect of
the then current month in which the statement is
rendered; and (2) thereafter, until the next calendar
year statement shall be rendered, the monthly
installments of rent payable under this Lease shall
include an amount equal to one-twelfth (1/12th) of
Tenant's estimated share of the Operating Expenses
based on the most recent statement. Any payment,
refund, or credit shall be made without prejudice to
any right of Tenant to dispute or of Landlord to
<PAGE> 34
correct any item or items in such statements pursuant
to this Section 28B.
(d) Reconciliation. Landlord shall deliver to
Tenant, within one hundred twenty (120) days after the
end of each calendar year, or such reasonable (in
Landlord's determination) time thereafter, a statement
of the increase in Operating Expenses for such period
and Tenant's Pro Rata Share thereof. Tenant's Pro
Rata Share of such Operating Expenses which are paid
or payable for such year shall be adjusted between
Landlord and Tenant, the parties hereby agreeing that
Tenant shall pay Landlord or Landlord shall credit
Tenant's account (or if such adment is at the end of
the Lease term, pay Tenant), as the case may be,
within thirty (30) days of the receipt of such
statement, such amounts as may be necessary to ad
Tenant's payment of Tenant's Pro Rata Share of the
Operating Expenses for such preceding period plus
interest thereon at the Prime Rate.
(e) Landlord Revisions. Landlord shall have the
right, for a period of twenty-four (24) months after
the rendering of any statements, (or for a longer
period, if reasonably required in order to ascertain
the facts as to any change in any Operating Expenses),
to send corrected statements to Tenant, and any rent
adments required thereby shall be made within thirty
(30) days thereafter. This provision shall survive
the expiration or earlier termination of the term of
this Lease.
f) Maintenance of Records. Landlord shall keep and
make available to Tenant at the business office of
Landlord where such records are stored, for a period
of three (3) years after statements are rendered as
provided in this Section 28B, records in reasonable
detail of the payment of Operating Expenses for the
period covered by such statement or statements and
shall permit Tenant to examine and audit such of its
records as may reasonably be required to verify such
statements, at reasonable times during business hours.
(g) Partial Year. The increase in annual rent
described in Section 4 (and in any extension or
renewal provision) for any year which is not a full
twelve (12) months shall be adjusted for the portion
of such year which is within the term.
Condition of 29. Subject to a punchlist prepared by Landlord and
Premises Tenant at the Commencement Date, acceptance of the
Premises for construction by Tenant of Tenant's
Improvements shall be conclusive evidence as against
Tenant that the Premises were in good order and
satisfactory condition when Tenant took possession.
No promise of Landlord to alter, remodel, or improve
the Premises or the Building and no representations
respecting the condition of the Premises or the
Building have been made by Landlord to Tenant, unless
the same is contained herein, made a part hereof, or
otherwise set forth in writing. At the termination of
this Lease, by lapse of time or otherwise, Tenant
shall return the Premises in as good condition as when
Tenant took possession, ordinary wear and loss by fire
<PAGE> 35
or other casualty excepted, failing which Landlord may
restore the Premises to such condition and Tenant
shall pay the cost thereof and this obligation shall
survive the expiration or earlier termination of this
Lease. Tenant may remove any floor covering laid by
Tenant, provided (a) Tenant also removes all nails,
tacks, paper, glue, bases, and other vestiges of the
floor covering, and restores the floor surface to the
condition existing before such floor covering was
laid, or (b) Tenant pays to Landlord, on request, the
cost of restoring the floor surface to such condition.
If Tenant, with Landlord's consent, does not remove
Tenant's floor coverings from the Premises prior to
the end of the term, Tenant shall be conclusively
presumed to have abandoned the same and title thereto
shall thereby pass to Landlord under this Lease as a
bill of sale without payment or credit by Landlord to
Tenant.
Save 30. (a) Tenant agrees to indemnify and save
Harmless harmless Landlord (including its partners) and
Landlord's Building Manager against and from any and
all claims by or on behalf of any person or persons,
firm or firms, corporation or corporations, arising
from Tenant's use of the Premises or the conduct of
its business or from any activity, work, or thing
done, permitted or suffered by Tenant, in or about the
Premises, (or any parking lot or structure, if
applicable) and will further indemnify and save
Landlord (including its partners) and Landlord's
Building Manager harmless against and from any and all
claims arising from any breach or default on Tenant's
part in the performance or observance of any covenant
or agreement on Tenant's part to be performed or
observed pursuant to the terms of this Lease, or
arising from any act or negligence of Tenant, or any
of its agents, contractors, servants, employees, or
licensees, and from and against all costs, counsel
fees, expenses, and liabilities incurred in connection
with any such claim or action or proceeding brought
thereon; and in case any action or proceeding be
brought against Landlord (including its partners) or
Landlord's Building Manager by reason of any such
claim, Tenant on notice from Landlord covenants to
resist or defend at Tenant's expense such action or
proceeding by counsel reasonably satisfactory to
Landlord. Tenant, as a material part of the
consideration to Landlord, hereby assumes all risk of
damage to property in, on, or about the Premises and
Building (and any motor vehicles, if applicable) from
any source and to whomever belonging, and Tenant
hereby waives all claims in respect thereof against
Landlord (including its partners) and Landlord's
Building Manager and agrees to defend and save
Landlord (including its partners) and Landlord's
Building Manager harmless from and against any such
claims by others. This paragraph shall not waive any
claim by Tenant against Landlord, its agents or
employees for any negligence of such persons or
entities.
(b) Landlord shall indemnify and hold Tenant harmless
from and against any and all claims arising during the
term from acts of negligence or willful misconduct
<PAGE> 36
committed or omitted by Landlord in or adjacent to the
Building.
Possession 31. In the event of the failure of Landlord to deliver
possession of the Premises at the time of the
Commencement Date, neither Landlord nor its
contractors, subcontractors, employees, agents, or
Building manager shall be liable for any damage caused
thereby, nor, except as otherwise provided in Section
3(e), shall this Lease thereby become void or
voidable, nor shall the term herein specified be in
any way extended, but in such event the term shall
begin when Landlord does deliver possession of the
Premises and Tenant shall not be liable for any rent
until the time that Landlord delivers such possession.
Quiet 32. Landlord covenants and agrees that Tenant on
Enjoyment paying the rent, including additional rent, and
performing and observing the covenants on Tenant's
part to be performed and observed hereunder, shall and
may peaceably and quietly hold and enjoy the Premises
for the term of this Lease from claims by Landlord or
those acting by, through or under Landlord, subject to
the provisions of this Lease.
Miscellaneous 33. (a) No receipt of money by Landlord from Tenant after
the termination of this Lease or after the service of
any notice or after the commencement of any suit, or
after final judgment for possession of the Premises
shall renew, reinstate, continue, or extend the term
of this Lease or affect any such notice, demand, or
suit.
(b) No waiver of any default of Tenant hereunder
shall be implied from any omission by Landlord to take
any action on account of such default if such default
persists or be repeated, and no express waiver shall
affect any default other than the default specified in
a written waiver and then only for the time and to the
extent therein stated. The invalidity or
unenforceability of any provision hereof shall not
affect or impair any other provision and the invalid
or unenforceable provision shall be deemed restated to
comply with local law.
(c) The word "Tenant" wherever used in this Lease
shall be construed to mean Tenants in all cases where
there is more than one tenant. The necessary
grammatical changes as to any party required to make
the provisions hereof apply either to corporations or
individuals, men or women, shall in all cases be
assumed as though in each case fully expressed.
(d) Each provision hereof shall extend to and shall,
as the case may require, bind and inure to the benefit
of Landlord and Tenant and their respective heirs,
legal representatives, successors, and permitted
assigns.
(e) The headings of sections are for convenience only
and do not limit or construe the contents of the
sections.
(f) Submission of this instrument for examination
<PAGE> 37
does not constitute a reservation of or option for the
Premises. The instrument becomes effective as a lease
on execution and delivery by both Landlord and Tenant.
(g) All amounts becoming due by Tenant to Landlord
hereunder at times other than those specifically set
forth herein shall be paid within ten (10) days from
the date Landlord renders statements of account
therefor, and all such amounts, as well as rent and
additional rent, as set forth in Section 4(d), shall
bear interest from their respective due date until
paid at the annual rate of six percent (6%) above the
Prime Rate. All such amounts other than annual rent
shall be deemed additional rent or rents.
(h) Tenant may occupy the Premises prior to the
Commencement Date with Landlord's written consent, and
in such case all the provisions of this Lease, other
than Tenant's obligation to pay rent, shall be in full
force and effect as soon as Tenant occupies the
Premises.
Restrictions 34. (a) Tenant will not use the Premises or any part
on Use thereof for any purpose other than the use stipulated
in Section 2 hereof, or for any purpose deemed by
Landlord's insurer or by Landlord to be extra
hazardous on account of fire risk or in violation of
any law or legal requirement, or that will increase
the existing rate of insurance on the Building, or
cause a cancellation of any insurance policy covering
the Building.
(b) If Tenant vacates or abandons the Investor Center
Space for a period of two (2) consecutive months or
more or if the Investor Center Space is not open for
retail business for a period of four (4) months or
more, Landlord shall have the right to notify Tenant
that this Lease shall terminate with respect to the
Investor Center Space. Tenant shall have ten (10)
business days after receipt of Landlord's notice to
reoccupy the space and open for business for the
purpose authorized herein, failing which this Lease
shall terminate with respect to the Investor Center
Space effective on the date such ten (10) business day
period ends.
Parking 35. Landlord shall provide Tenant with the use of (a) one
(1) parking space per each 1,000 RSF of office
(excluding, however, space comprising the Investor
Center Space and the RSF located on the fourth and
sixth floors of the Building) leased pursuant to the
terms hereof, plus forty (40) additional spaces, and
(b) forty-two (42) parking spaces for the space leased
by Tenant on the fourth and sixth floors of the
Building. Tenant shall pay for the use of the parking
spaces provided at the monthly rates established by
Landlord or its operator of the garage.
Relocation 36. Paragraph deleted.
Exculpation 37. It is understood that Landlord on the date of
execution hereof is a Maryland limited partnership and
that no partner, general or limited, of said limited
partnership, as it may now or hereafter be
<PAGE> 38
constituted, shall have any personal liability to
Tenant or any person claiming under, by or through
Tenant on any action, claim, suit or demand brought
pursuant to the terms and conditions of this Lease or
arising out of the occupancy by Tenant of the
Premises; provided, however, that nothing contained in
this Section 37 shall prevent Tenant from seeking to
recover against "partnership property" of said
partnership.
Governing 38. This Lease, as amended, shall be governed by the laws
Law of the State of Maryland.
Transfers of 39. Within fifteen (15) calendar days following transfer
Partnership of any general or limited partnership interest in
Interests Landlord, Landlord shall notify Tenant of the transfer
of such interests and list the then current ownership
of the general and limited partnership interests in
Landlord and, to the extent known by Landlord, the
direct and indirect owners of such partnership
interests; provided, however, that if Landlord widely
distributes partnership interests, i.e., in excess of
five (5) holders, Landlord only need inform Tenant of
interests in Landlord held by IBM or any Affiliate (as
defined below) and any other entity holding in excess
of twenty percent (20%) of such partnership interests.
For purposes of this Section, "Affiliate" means a
person or persons directly or indirectly, through one
or more intermediaries, controlling, controlled by, or
under common control with Landlord. The term
"control," as used in the immediately preceding
sentence, means the possession, directly or
indirectly, of the power to direct or cause the
direction of the management or policies of the
controlled person. The term "person" means an
individual, partnership, corporation, or any other
entity or association.
Quality 40. On any repair, reconstruction, alteration, or other
Construction construction by Landlord to the Building other than
Construction areas for occupancy by tenants of the Building,
Landlord shall perform such work with a quality of
materials and workmanship at least equal to or better
than that of the original construction of such areas
of the Building. Landlord shall maintain and manage
the Building consistent with the quality of
maintenance and management of other class A office
buildings in Baltimore, Maryland, but in any case at
least a quality currently maintained at the Building.
Expense and 41. Landlord shall submit to Tenant solely for
Capital Budgets informational purposes on or before December 31 of
each calendar year during the Lease term, Landlord's
projected expense budget for operation of the Building
and Landlord's capital budget for the Building, each
for the following year.
Transfer of 42. (a) Notice of Negotiations. If Landlord enters into
Building substantive negotiations on a contract of sale for
by Landlord the transfer of the fee simple interest (a "Transfer")
in the Building, Landlord will so notify Tenant. In
such notice, Landlord shall notify Tenant of the
identity of the prospective transferee and, to the
extent known by Landlord, the direct and indirect
<PAGE> 39 owners of the prospective transferee. Tenant shall
hold such information in strict confidence, and shall
not disclose or allow to be disclosed such information
to any third party. On conclusion of the Transfer,
Landlord shall so notify Tenant and confirm the
identity of the transferee, and direct or indirect
owners thereof to the extent known by Landlord.
(b) Mutual Fund Complex Sale. During the term of
this Lease, Landlord shall not Transfer or allow to be
transferred the Building to a Mutual Fund Complex (as
defined below), other than to Tenant. For purposes of
this Section 42, a "Mutual Fund Complex" means an
entity or group of affiliated entities whose primary
business is the underwriting or investment management
of mutual funds or other investment companies,
regardless of whether registered under the Investment
Company Act of 1940 (the "Act") and having a
collective net asset value in excess of Five Billion
Dollars ($5,000,000,000) as of the date of the
Transfer as reported in The Wall Street Journal or
other generally accepted industry source; provided,
however, that the foregoing restriction shall in no
event limit Transfers to (i) individual mutual funds
or other investment companies, regardless of whether
registered under the Act, (ii) individual real estate
investment trusts (whether actually organized in the
form of a trust, corporation, partnership or other
entity), or (iii) other entities that are, or intend
to be, substantially invested, directly or indirectly,
in equity or debt interests in real estate.
(c) Applicability. Tenant's rights under this
Section shall not apply if, at the time Landlord is
required to notify Tenant under this Section or
Landlord desires to Transfer or allow to be
transferred the Building, (i) Tenant is in default
under this Lease, (ii) an event has occurred that
would be a default under this Lease after either
notice or the passage of time, or (iii) Tenant has
assigned all or any part of this Lease or has sublet
all or in excess of a ten percent (10%) portion of the
Premises.
(d) Personal Rights. The rights granted to Tenant
under this Section are personal to T. Rowe Price
Associates, Inc. ("TRP") and may not be assigned
by TRP in connection with any assignment of this
Lease or otherwise, and TRP's rights under this
Section may not be exercised by anyone other than
TRP. Any attempted assignment of TRP's rights
under this Section shall be of no force and
effect, and shall terminate such rights as of the
date of the purported assignment.
(e) Time of Essence. TIME IS OF THE ESSENCE OF EVERY
PROVISION OF THIS SECTION.
Storage 43. Landlord hereby leases to Tenant about two thousand
Space three hundred eighty-seven (2,387) square feet of
area (the "Storage Space") during the term of this
Lease, including any renewals or extensions thereof.
The Storage Space is shown on Exhibit D attached
hereto as a part hereof. Tenant acknowledges that the
Storage Space shall be delivered to Tenant with sheet
<PAGE> 40 rock demising walls, one lockable entry door, and
lighting providing approximately fifty (50) foot
candles of illumination throughout the Storage Space.
Except for the foregoing, Landlord shall have no
further obligations with respect to the build out of
the Storage Space and Tenant accepts the Storage Space
in its "as is" condition.
(a) Fee for Storage Space. Tenant agrees to pay as
an annual fee the sum of Ten Dollars ($10) per square
foot of area in the Storage Space, payable in equal
monthly installments in advance on or before the first
day of each month throughout the term hereof. This
fee may be changed by Landlord not more than once
during any calendar year to reflect the then market
rate, as determined by Landlord, by giving not less
than thirty (30) days advance written notice thereof
to Tenant. If Tenant objects to the adjusted fee, it
may cancel its right under this Section to lease the
Storage Space effective on the adment date provided
Tenant notifies Landlord in writing within thirty (30)
days after Tenant receives Landlord's notice of the
fee adment. All fees shall be paid in accordance with
Section 4(d) of this Lease and any amounts not paid
when due shall bear interest from the date due until
paid at the rate specified in Section 4(d) of this
Lease.
(b) Obligations. This Section is for lease of
Storage Space for self-service storage only. Without
charge, Landlord shall provide lighting and HVAC to
the extent now provided in the basement area.
Otherwise, Landlord shall not be obligated to provide
additional HVAC, electrical, or cleaning or janitorial
services. At its sole cost and expense, Tenant (i)
shall pay for all replacement lighting, bulbs, tubes,
ballasts, and starters required for the Storage space,
and (ii) may request Landlord to provide additional
HVAC, electrical, cleaning, and janitorial services.
(c) Default. If Tenant is in default under this
Section and fails to cure such default within thirty
(30) days after written notice by Landlord to Tenant,
Landlord may, at its option, cancel Tenant's rights
under this Section by a second written notice to
Tenant. In such event, Landlord shall have all
remedies available to it at law or in equity.
(d) No Liability. Landlord, its agents and employees,
shall not be liable for loss or damage to any personal
property in the Building, including the Storage Space,
caused by fire, theft, explosion, strikes, riots, or
by any other cause, and Tenant hereby (i) waives any
claim against Landlord for in respect thereto, and
(ii) agrees to indemnify and defend Landlord against
all claims for any loss or damage to any such personal
property from any cause whatsoever, whether or not
caused by Landlord's act or omission. It is further
expressly understood that the relationship between
Landlord and Tenant constitutes an agreement to use
the Storage Space subject to the terms and conditions
herein only, and that neither such relationship nor
the storage of any such personal property in the
building, including the Storage Space, shall
constitute a bailment or create the relationship of
<PAGE> 41 bailor and bailee.
(e) Casualty. If less than all or substantially all
of the Storage Space shall be damaged by fire or other
casualty that renders it unusable by Tenant, the fee
provided for herein shall be reduced pro rata (based
on the ratio of the Storage Space that is usable and
unusable) from the date such area becomes unusable
until it again becomes usable. Landlord will cause
the Storage Space to be repaired with due diligence to
the extent of any insurance proceeds available for
such repair. If all or substantially all of the
Storage Space is damaged by fire or other casualty,
Landlord may elect not to repair it and may terminate
Tenant's rights under this Section on written notice
to Tenant.
(f) Eminent Domain. If all or any substantial part
of the Storage Space is taken by eminent domain
proceedings, then on written notice to the other,
either party may terminate this Section. If less than
all or substantially all of the Storage Space is so
taken, Landlord may by written notice to Tenant reduce
the area leased hereunder to the extent of any partial
taking and the fee charged for the Storage Space shall
be equitably reduced based on the ratio of the Storage
Space taken and not taken.
(g) Compliance with Laws. Tenant shall comply with
all laws, ordinances, and regulations governing the
use and occupation of the Storage Space. Tenant
covenants not to suffer any waste, damage,
disfigurement, or injury to the Storage Space or any
other part of the Building, and Tenant specifically
covenants not to store in the Storage Space any
Hazardous Materials, or any materials that in
Landlord's reasonable judgment are likely to result in
higher premiums for the casualty insurance covering
the Building.
(h) Reserved Rights. Landlord reserves the following
rights, exercisable without notice and without
liability to Tenant, and Tenant hereby waives any
claims of an eviction, constructive or actual, or of
disturbance of Tenant's use or possession of the
Storage Space, or for setoff or abatement hereunder,
in each case by reason of Landlord's exercise of these
rights:
(i) To retain at all times and to use in
appropriate instances keys to all doors within and
into the Storage Space. No locks on these doors shall
be changed without the prior written consent of
Landlord. This provision shall not apply to Tenant's
safes or other areas maintained by Tenant for the
safety and security of monies, securities, negotiable
instruments or like items or areas containing
proprietary items or information.
(ii) To make repairs, alterations, additions, or
improvements, whether structural or otherwise, in and
about the Building, or any part thereof, and for such
purposes to enter on the Storage Space and, during the
continuation of any such work, to temporarily close
doors, entryways, public spaces, and corridors in the
<PAGE> 42 Building and to interrupt or temporarily suspend
services and facilities without liability, cost, or
abatement of the fee.
(iii) To enter the Storage Space in lawful manner
for any other lawful purpose.
(i) Rules and Regulations. Tenant shall perform,
observe, and comply with the Rules and Regulations of
the Building that form a part of this Lease, to the
extent they may affect use of the Storage Space, as
the same may be amended from time to time by Landlord.
Tenant shall make no alterations or improvements to
the Storage Space without Landlord's prior written
consent, which consent shall not be unreasonably
withheld or delayed.
(j) Keys. If keys are supplied by Landlord to Tenant
in connection with the rights granted herein, Tenant
shall surrender such keys to Landlord on the
termination of Tenant's rights under this Section.
(k) Subordination. The subordination of this Section
and rights of Tenant granted herein to any mortgages,
deeds of trust, or ground leases now or hereafter
placed against the Building shall be governed by the
provisions of Section 22 of this Lease. Tenant agrees
to deliver a certificate in respect to this Section
similar to the certificates required by Section 22 of
this Lease at any time any certificate under such
Section is required.
(l) Reduced Area. Tenant may, at its option, reduce
the total square footage comprising the Storage Space
by giving Landlord a sixty (60) day written notice or
reduction desired. Tenant agrees that any such
reduction that will require an alteration of the
existing demising walls shall be completed by Landlord
at Tenant's expense.
(m) Cancellation. Tenant may cancel this Section at
any time for any reason by giving Landlord a thirty
(30) day notice of cancellation.
(n) No Impact on Lease. Whenever either party
exercises a right granted in this Section to terminate
or cancel this Section, or this Section is terminated
or expires in accordance with its terms, such
cancellation, termination, or expiration shall in no
way affect the validity and status of the balance of
this Lease, which shall remain in full force and
effect without change.
Generator 44. Landlord previously installed a standby power
generator located on the eleventh (11th) floor of the
Building, for up to seventy-five (75) KVA of connected
load. Subject to the terms and conditions of this
Section, Landlord hereby agrees that Tenant may use up
to 125 KVA load generated by the emergency generator
located on the eleventh (11th) floor of the Building.
(a) Changed Capacity. If for any reason Landlord
determines in its sole discretion that Landlord's
future business dictates more than the capacity of the
emergency generator then located on the eleventh
<PAGE> 43 (11th) floor and Tenant's requirement for standby
connected load will continue to exceed 75 KVA,
Landlord shall notify Tenant in writing to make an
election either to (i) reduce its requirement for
standby connected load on the eleventh (11th) floor to
75 KVA, or (ii) share pro-rata in Landlord's total
cost to increase the standby connected loan on the
eleventh (11th) floor to meet Landlord's requirement.
(b) Tenant's written notice of election shall be
received by Landlord no later than the tenth (10th)
business day following the date it receives Landlord's
notice, failing which Tenant shall be deemed to have
elected to reduce its requirement to 75 KVA. If
Tenant elects to continue to reserve up to 125 KVA of
standby connected load, Tenant's pro-rata share of
Landlord's total cost shall be calculated as follows:
(i) divide the KVA reserved to Tenant by the KVA of
any new generator that Landlord installs in place of
the existing 225 KVA generator or, in the alternative,
divide the KVA reserved to Tenant by the sum total of
the KVA of the existing and any additional separate
generator so installed, and (ii) multiply the fraction
calculated pursuant to clause (i) by Landlord's total
cost to install the new replacement or additional
generator and associated items.
LANDLORD AND TENANT HEREBY ACKNOWLEDGE AND AGREE THAT THIS LEASE, AS AMENDED,
RESTATED, AND CONSOLIDATED HEREIN, CONSTITUTES THE LEGAL AND BINDING
OBLIGATION AND LANDLORD AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
Rider A and Exhibits A-E are attached hereto and made a part thereof.
IN WITNESS WHEREOF, this instrument has been duly executed by the
parties hereto as of the day and year first above written.
100 EAST PRATT STREET LIMITED PARTNERSHIP
By: 100 East Pratt Street, Inc., its Managing
General Partner
By: /s/ J. Robb Mayo (SEAL)
Name: J. Robb Mayo
Title: Director of US Real Estate
Operations and Investments
T. ROWE PRICE ASSOCIATES, INC.
By: /s/ Andrew C. Goresh (SEAL)
Name: Andrew C. Goresh
Title: Managing Director
STATE OF NEW YORK )
COUNTY OF WESTCHESTER ) ss.: ARMONK
On this 22nd day of May, 1997, before me, Thomas P. Crohan, a Notary
Public in and for the State of New York, duly commissioned and sworn,
personally appeared J.R. Mayo, known to me to be the Director of US Real
Estate Operations and Investments of 100 EAST PRATT STREET, INC., a Maryland
corporation and managing general partner OF 100 EAST PRATT STREET LIMITED
PARTNERSHIP, and also known to me to be the person who executed the foregoing
instrument on behalf of the corporation therein named, and acknowledged to me
that such corporation executed the same.
<PAGE> 44
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County of Westchester, State of New York, the day and year in this
certificate first above written.
/s/ Thomas P. Crohan
Notary Public
Thomas P. Crohan, Notary Public, State of
New York, No. 01CR5058709, Qualified in
Westchester County, Commission Expires
April, 1998
STATE OF MARYLAND )
COUNTY OF HARFORD ) ss.:
On this 7th day of May, 1997, before me, Victoria Deyesu, a Notary
Public in and for the County of Harford, State of Maryland, duly commissioned
and sworn, personally appeared Andrew Goresh, known to me to be the Managing
Director of T. ROWE PRICE ASSOCIATES, INC., the corporation described in and
that executed the foregoing instrument, and also known to me to be the person
who executed the foregoing instrument on behalf of the corporation therein
named, and acknowledged to me that such corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County of Harford, State of Maryland, the day and ear in this
certificate first above written.
/s/ Victoria A. Deyesu
Notary Public
Victoria A. Deyesu, Notary Public, Harford
County, State of Maryland, My Commission
Expires June 1, 1999
EXHIBIT 21
SUBSIDIARIES OF T. ROWE PRICE ASSOCIATES, INC. (1)
DECEMBER 31, 1997
Subsidiary companies and state of incorporation Ownership percentage
_____________________________________________________________________________
T. Rowe Price (Canada), Inc. (Maryland) 100%
T. Rowe Price Investment Services, Inc. (Maryland) 100%
T. Rowe Price Investment Technologies, Inc. (Maryland) 100%
T. Rowe Price Retirement Plan Services, Inc. (Maryland) 100%
T. Rowe Price Services, Inc. (Maryland) 100%
T. Rowe Price Stable Asset Management, Inc. (Maryland) 100%
TRP Finance, Inc. (Delaware) 100%
Rowe Price-Fleming International, Inc. (Maryland) 50%
TRP Suburban Second, Inc. (Maryland) 100%
________________
(1) Omitted subsidiaries, when considered in the aggregate, do not
constitute a significant subsidiary.
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 033-07012, No. 033-08672, No. 033-37573, No. 033-
72568, No. 033-58749 and No. 333-20333) of T. Rowe Price Associates, Inc. of
our report dated January 26, 1998 appearing on page 19 of this Form 10-K.
/s/ PRICE WATERHOUSE LLP
Baltimore, Maryland
March 23, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements of T. Rowe Price Associates, Inc. listed in
the Item 8 Index on page 19 of the accompanying Form 10-K Annual Report for
the year ended December 31, 1997 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000080255
<NAME> T. ROWE PRICE ASSOCIATES, INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 200,409,000
<SECURITIES> 173,729,000
<RECEIVABLES> 86,795,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 215,785,000
<DEPRECIATION> 73,288,000
<TOTAL-ASSETS> 646,067,000
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 11,819,000
<OTHER-SE> 474,854,000
<TOTAL-LIABILITY-AND-EQUITY> 646,067,000
<SALES> 0
<TOTAL-REVENUES> 754,957,000
<CGS> 0
<TOTAL-COSTS> 490,198,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 264,759,000
<INCOME-TAX> 101,208,000
<INCOME-CONTINUING> 144,397,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 144,397,000
<EPS-PRIMARY> 2.48<F2>
<EPS-DILUTED> 2.25
<FN>
<F1>Item is not contained in registrant's unclassified balance sheet.
<F2>Basic earnings per share.
</FN>
</TABLE>
