<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, For Use of the
Commission Only (as permitted by
/ / Definitive Additional Materials Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
COMMISSION FILE NO. 0-20047
ROYALE INVESTMENTS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
_____________________________________________________________________
(2) Aggregate number of securities to which transaction applied:_________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):___________
(4) Proposed maximum aggregate value of transaction:_____________________
(5) Total fee paid:______________________________________________________
/ / Fee paid previously with preliminary materials:___________________________
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:______________________________________________
(2) Form, Schedule or Registration Statement No.:________________________
(3) Filing Party:________________________________________________________
(4) Date Filed:__________________________________________________________
<PAGE>
ROYALE INVESTMENTS, INC.
ONE LOGAN SQUARE, SUITE 1105
PHILADELPHIA, PENNSYLVANIA 19103
December 4, 1997
Dear Shareholder:
I am pleased to invite you to attend a Special Meeting of Shareholders of
Royale Investments, Inc., to be held at [_____________________], Philadelphia,
Pennsylvania, on December 22, 1997, at 9:00 a.m. local time.
At the Special Meeting you will be asked to vote to approve an amendment to
the Company's Amended and Restated Articles of Incorporation to change the name
of the Company. The accompanying material includes the Notice of the Special
Meeting, the Proxy Statement which contains information about the matters to be
acted upon at the Special Meeting, and the related Proxy.
Whether or not you are able to attend the Special Meeting in person, I urge
you to sign and date the enclosed proxy and return it promptly in the enclosed
envelope. If you do attend the meeting in person, you may withdraw your proxy
and vote personally on any matters brought properly before the meeting.
Sincerely,
ROYALE INVESTMENTS, INC.
By /s/ Clay W. Hamlin, III
------------------------------------
Clay W. Hamlin, III
President and Chief Executive Officer
<PAGE>
ROYALE INVESTMENTS, INC.
ONE LOGAN SQUARE, SUITE 1105
PHILADELPHIA, PENNSYLVANIA 19103
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 22, 1997
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NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Royale
Investments, Inc. (the "Company") will be held at [_________________________],
Philadelphia, Pennsylvania on December 22, 1997 at 9:00 a.m. local time, for the
following purposes, as more fully described in the accompanying Proxy Statement:
1. To consider and vote upon an amendment to the Amended and
Restated Articles of Incorporation of the Company to change the name of the
Company to Corporate Office Properties Trust, Inc.; and
2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting or any adjournment
thereof.
Only shareholders of record at the close of business on November 28, 1997,
are entitled to notice of and to vote at the meeting. Whether or not you expect
to attend the meeting in person, please complete, date and sign the enclosed
proxy exactly as your name appears thereon and promptly return it in the
envelope provided, which requires no postage if mailed in the United States.
Proxies may be revoked at any time before they are exercised and, if you attend
the meeting in person, you may withdraw your proxy and vote personally on any
matter brought properly before the meeting.
Sincerely,
ROYALE INVESTMENTS, INC.
By /s/ Clay W. Hamlin, III
------------------------------------
Clay W. Hamlin, III
President and Chief Executive Officer
Philadelphia, Pennsylvania
December 4, 1997
<PAGE>
ROYALE INVESTMENTS, INC.
One Logan Square, Suite 1105
Philadelphia, Pennsylvania 19103
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PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 22, 1997
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Royale Investments, Inc. (the "Company")
for use at the Special Meeting of Shareholders to be held at [________________],
Philadelphia, Pennsylvania on December 22, 1997 at 9:00 a.m. local time, and at
any adjournment thereof. The Notice of Special Meeting, this Proxy Statement
and the related Proxy are first being mailed to shareholders of the Company on
or about December 4, 1997.
Proxies in the accompanying form are solicited on behalf, and at the
direction, of the Board of Directors of the Company (hereinafter sometimes
referred to as the "Board"). All shares of Common Stock represented by properly
executed proxies, unless such proxies have previously been revoked, will be
voted at the meeting and, where the manner of voting is specified on the proxy,
will be voted in accordance with such specifications. Shares represented by
properly executed proxies on which no specification has been made will be voted
FOR the proposal to approve an amendment to the Amended and Restated Articles of
Incorporation of the Company to change the Company's name. If any other matters
are properly presented at the meeting for action, including a question of
adjourning the meeting from time to time, the persons named in the proxies and
acting thereunder will have discretion to vote on such matters in accordance
with their best judgment. If a properly executed proxy is returned and the
shareholder has abstained from voting on any matter, the shares represented by
the proxy will be considered present at the meeting for purposes of determining
a quorum and for purposes of calculating the vote, but will not be considered to
have been voted in favor of such matter.
When stock is held in the name of more than one person, each such person
should sign the proxy. If the shareholder is a corporation, the proxy should be
signed in the name of such corporation by an executive or other authorized
officer. If signed as attorney, executor administrator, trustee, guardian or in
any other representative capacity, the signer's full title should be given and,
if not previously furnished, a certificate or other evidence of appointment
should be furnished. If an executed proxy is returned by a broker holding
shares in street name which indicates that the broker does not have
discretionary authority as to certain shares to vote on one or more matters,
such shares will be considered present at the meeting for purposes of
determining a quorum, but will not be considered to be represented at the
meeting for purposes of calculating the vote with respect to such matter.
<PAGE>
Any shareholder, who executes and returns a proxy may revoke it at any time
before it is voted. Any shareholder who wishes to revoke a proxy can do so by
executing a later-dated proxy relating to the same shares and delivering it to
John Parsinen, Secretary, Royale Investments, Inc., One Logan Square, Suite
1105, Philadelphia, Pennsylvania 19103, prior to the vote at the Special
Meeting, by written notice of revocation received by John Parsinen prior to the
vote at the Special Meeting, or by appearing in person at the Special Meeting,
filing a written notice of revocation and voting in person the shares to which
the proxy relates.
The Board has fixed the close of business on November 28, 1997, as the
Record Date for determining the holders of outstanding shares of Common Stock
entitled to notice of, and to vote at, the Special Meeting. On November 14,
1997, there were 2,266,083 shares of Common Stock issued, outstanding and
entitled to vote. Each holder of Common Stock is entitled to one vote,
exercisable in person or by proxy, for each share of Common Stock held of record
on the Record Date.
PROPOSAL TO APPROVE THE AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION TO CHANGE
THE COMPANY'S NAME TO CORPORATE OFFICE PROPERTIES TRUST, INC.
By action taken effective December 3, 1997, the Board of Directors adopted
the following resolution, subject to approval by the shareholders at the Special
Meeting of Shareholders.
RESOLVED, that Article 1 of the Amended and Restated Articles of
Incorporation of Royale Investments, Inc. (the "Company") shall be
amended in its entirety to read as follows:
"ARTICLE 1. NAME
The name of the Corporation is CORPORATE OFFICE PROPERTIES TRUST,
INC."
The Board believes that the change in corporate name to Corporate Office
Properties Trust, Inc. will better reflect the new office property focus of the
Company following its acquisition of the Shidler Acquisition Properties,
discussed in more detail below. See "Recent Transactions."
Approval of the amendment requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock entitled to be present and to
vote at the Special Meeting. Abstensions and shares that are not voted will be
counted as a negative vote. THE BOARD OF DIRECTORS CONSIDERS THIS AMENDMENT TO
BE IN THE BEST INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS THAT
SHAREHOLDERS VOTE FOR APPROVAL OF THIS AMENDMENT.
<PAGE>
RECENT TRANSACTIONS
As reported on Current Form 8-K dated October 28, 1997, on October 14, 1997
the Company acquired a portfolio of 10 properties (the "Shidler Acquisition
Properties") and the Mid-Atlantic suburban office operations of The Shidler
Group, a national real estate investment firm. In the transactions (the
"Shidler Transactions"), the Company became the sole general partner of and
obtained a 20.6946% interest in FCO, L.P. ("FCO"), an operating partnership
formed to acquire and hold the Shidler Acquisition Properties.
The Shidler Acquisition Properties were acquired subject to mortgage
indebtedness of $100 million. The loan is a non-recourse mortgage loan
collateralized by the real estate assets of the Shidler Acquisition Properties.
The loan provides for monthly payments of interest only at a fixed rate of 7.5%
per annum. The loan matures on October 13, 2000 and provides for two one-year
extension options, subject to certain conditions.
In connection with the Shidler Transactions, the Company issued 600,000
Common Shares (valued at $5.50 per share, aggregate of $3.3 million) and FCO
issued approximately 3.2 million common partnership units ("Common Units")
(valued at $5.50 per unit, aggregate of $17.5 million) and 2.1 million
preferred partnership units ("Preferred Units") (valued at $25.00 per unit,
aggregate of $52.5 million). The Preferred Units may be converted, on or
after, October 1, 1999, into 3.5714 Common Units for each Preferred Unit.
Subject to certain conditions, beginning on September 1, 1998, Common Units
are convertible into one Common Share (or an equivalent cash value, at the
sole discretion of the Company) for each Common Unit. Mr. Clay W. Hamlin III
and Mr. Jay H. Shidler presently own, directly or through controlled
partnerships, 994,447 and 737,706 Common Units, respectively. In addition,
Mr. Hamlin and Mr. Shidler presently own, directly or through controlled
partnerships, 854,335 and 736,908 Preferred Units, respectively. Certain
Common Units and Preferred Units contain certain restrictions through
November 2000.
Concurrently with the Shidler Transactions, the Company issued 273,729
Common Shares (valued at $5.50 per share, aggregate of $1.5 million) in exchange
for the assets of Crown Advisors, Inc. ("Crown"), an affiliate of the Company,
previously acting as investment advisor to the Company and assisting in the
management operations. The contract between Crown and the Company was
terminated and the Company entered into a property management agreement with
Glacier Realty, LLC ("Glacier"), all of the interests in which are owned by two
current officers of the Company, one of whom is also a current director.
Further, the Company retired 27,646 Common Shares previously held by Crown at
the time it was acquired.
The property management agreement with Glacier provides for Glacier to
manage the seven net lease retail assets of the Company for a term of five years
with a minimum fee of $250,000 per annum.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
The following table contains certain information as of November 14, 1997,
regarding the beneficial ownership of the Company's Common Stock by (i) each
person known by the Company to own beneficially more than 5% of the Company's
Common Stock, (ii) each current director and executive officer of the Company
and (iii) the current directors and executive officers as a group, and as to the
percentage of the outstanding shares held by them on such date. Any shares
which are subject to an option or a warrant exercisable within 60 days are
reflected in the following table and are deemed to be outstanding for the
purpose of computing the percentage of Common Stock owned by the option or
warrant holder but are not deemed to be outstanding for the purpose of computing
the percentage of Common Stock owned by any other person. Unless otherwise
noted, each person identified below possesses sole voting and investment power
with respect to such shares.
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SHARES
BENEFICIALLY
OWNED (1) PERCENT OF CLASS
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Clay W. Hamlin, III . . . . . . 300,000(2) 13.24%
Jay H. Shidler . . . . . . . . . 300,000(2) 13.24%
Vernon R. Beck . . . . . . . . . 149,294(3)(4) 6.56%
John Parsinen . . . . . . . . . . 146,864(3)(4) 6.45%
Allen C. Gehrke . . . . . . . . . 5,250(5) *
Kenneth S. Sweet, Jr. . . . . . --(2) *
William H. Walton . . . . . . . --(2) *
Kenneth D. Wethe . . . . . . . 10,224(4) *
All Directors and Executive
Officers as a Group (13 persons) 917,407(6) 39.62%
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*Represents less than one percent.
(1) Securities "beneficially owned" by a person are determined in accordance
with the definition of "beneficial ownership" set forth in the regulations of
the Securities and Exchange Commission and, accordingly, may include securities
owned by or for, among others, the spouse, children or certain other relatives
of such person as well as other securities as to which the person has or shares
voting or investment power or has the option or right to acquire Common Stock
within 60 days.
(2) Does not include 2,500 shares of Common Stock each issuable upon exercise
of options granted to Messrs. Hamlin, Shidler, Sweet and Walton on October 10,
1997 as they are not presently exercisable.
(3) Includes fifty percent of the 273,729 shares of Common Stock owned by Crown
Advisor, Inc., which is owned equally by Messrs. Beck and Parsinen. The half
share amounts have been rounded up in the case of Mr. Beck and rounded down in
the case of Mr. Parsinen.
(4) Includes 10,000 shares of Common Stock each issuable upon exercise of
presently exercisable options to Messrs. Beck, Parsinen and Wethe.
(5) Includes 5,000 shares of Common Stock issuable upon exercise of presently
exercisable options.
(6) Includes 35,000 shares of Common Stock issuable upon exercise of presently
exercisable options.
<PAGE>
SHAREHOLDER PROPOSALS FOR THE
1998 ANNUAL MEETING OF SHAREHOLDERS
Any shareholder who wishes to present a proposal for action at the next
annual meeting of shareholders and who wishes to have it set forth in the proxy
statement and identified in the form of proxy prepared by the Company must
notify the Company in such manner so that such notice is received by the Company
by December 31, 1997. Any such proposal must be in the form required under the
rules and regulations promulgated by the Securities and Exchange Commission.
OTHER MATTERS
The management of the Company is unaware of any other matters that are to
be presented for action at the Special Meeting. Should any other matter
properly come before the Special Meeting, however, the persons named in the
enclosed proxy will have discretionary authority to vote all proxies with
respect to such matter in accordance with their judgment.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by the directors, officers and regular
employees of the Company. Such persons will receive no additional compensation
for such services. Arrangements will also be made with certain brokerage firms
and certain other custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of Common Stock held of record
by such persons, and such brokers, custodians, nominees and fiduciaries will be
reimbursed for their reasonable out-of-pocket expenses incurred by them in
connection therewith. All expenses incurred in connection with this
solicitation will be borne by the Company.
Sincerely,
ROYALE INVESTMENTS, INC.
By /s/ Clay W. Hamlin, III
---------------------------------------
Clay W. Hamlin, III
President and Chief Executive Officer
Philadelphia, Pennsylvania
December 4, 1997
<PAGE>
PROXY
ROYALE INVESTMENTS, INC.
ONE LOGAN SQUARE, SUITE 1105
PHILADELPHIA, PENNSYLVANIA 19103
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Clay W. Hamlin, III and Vernon R. Beck as
Proxies, each with the power to appoint his substitute, and hereby authorize
them to represent and to vote, as designated below, all the shares of Common
Stock of Royale Investments, Inc. held of record by the undersigned on November
28, 1997, at the Special Meeting of Shareholders to be held on December 22,
1997, or any adjournment thereof.
1. TO APPROVE AN AMENDMENT TO THE RESTATED ARTICLES OF
INCORPORATION OF THE COMPANY TO CHANGE THE NAME OF THE
COMPANY TO
CORPORATE OFFICE PROPERTIES TRUST, INC.
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned Shareholder. If no direction is made, this Proxy will be voted
for Proposal 1.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, sign in partnership name by authorized person.
Dated: December ____, 1997 _______________________________________
Signature
_______________________________________
Signature if held jointly
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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