<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 1998
REGISTRATION NO. 333-47465
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CORPORATE OFFICE PROPERTIES TRUST
(Exact name of registrant as specified in governing instruments)
ONE LOGAN SQUARE
SUITE 1105
PHILADELPHIA, PA 19103
(215) 567-1800
(Name, address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------
CLAY W. HAMLIN, III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ONE LOGAN SQUARE
SUITE 1105
PHILADELPHIA, PA 19103
(215) 567-1800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
<TABLE>
<S> <C>
GERALD S. TANENBAUM, ESQ. ROBERT E. KING, JR., ESQ.
CAHILL GORDON & REINDEL ROGERS & WELLS LLP
80 PINE STREET 200 PARK AVENUE
NEW YORK, NEW YORK 10005 NEW YORK, NEW YORK 10166
(212) 701-3000 (212) 878-8000
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
Corporate Office Properties Trust has prepared this Amendment No. 3 for the
purpose of filing with the Securities and Exchange Commission certain exhibits
to this Registration Statement. Amendment No. 3 does not modify any provision of
the Prospectus included in the Registration Statement; accordingly, such
Prospectus has not been included herein.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 30. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not engage in hedging or like activities and therefore does
not have any material exposure to risk due to financial instruments, derivative
financial instruments or derivative commodity instruments.
ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered are set forth in the following table (all amounts
except the registration fee and the NASD fee are estimated):
<TABLE>
<S> <C>
Registration fee................................................ $ 26,716
NASD fee........................................................ 9,556
Listing fee..................................................... 102,100
Printing and engraving expenses................................. 300,000
Legal fees and expenses......................................... 600,000
Accountant's fees and expenses.................................. 200,000
Transfer Agent and Registrar's fees and expenses................ 10,000
Miscellaneous................................................... 151,628
Total........................................................... $1,400,000
---------
---------
</TABLE>
All expenses in connection with the issuance and distribution of the
securities being offered will be borne by the Company.
ITEM 32. SALES TO SPECIAL PARTIES.
See Item 33.
ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES.
Since its formation on January 22, 1998, the Registrant has issued the
following securities which were not registered under the Securities Act of 1933
as amended (the "Securities Act"):
(i) On January 22, 1998, the Registrant issued one Common Share to COPT,
Inc. for $100. The Common Share was issued in reliance on the exemption
from registration contained in Section 4(2) of the Securities Act.
(ii) On March 12, 1998, the Registrant granted to Messrs. Gehrke, Sweet,
Walton, Wethe and Cassel options exercisable for an aggregate of 45,000
Common Shares under the Incentive Plan at an exercise price of $12.25
per share. The options were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act.
In addition, the Registrant's predecessors have issued the following
securities which were not registered under the Securities Act:
(i) On May 16, 1994, the Company granted to its then directors options
exercisable for an aggregate of 15,000 shares of Common Stock under the
Option Plan at an exercise price of $9.875 per share. The options were
issued in reliance on the exemption from registration contained in
Section 4(2) of the Securities Act.
(ii) On May 15, 1995, the Company granted to its then directors options
exercisable for an aggregate of 15,000 shares of Common Stock under the
Option Plan at an exercise price of $5.375 per share. The options were
issued in reliance on the exemption from registration contained in
Section 4(2) of the Securities Act.
II-1
<PAGE>
(iii) On May 20, 1996, the Company granted to its then directors options
exercisable for an aggregate of 15,000 shares of Common Stock under the
Option Plan at an exercise price of $5.625 per share. The options were
issued in reliance on the exemption from registration contained in
Section 4(2) of the Securities Act.
(iv) On May 19, 1997, the Company granted to its then directors options
exercisable for an aggregate of 15,000 shares of Common Stock under the
Option Plan at an exercise price of $5.25 per share. The options were
issued in reliance on the exemption from registration contained in
Section 4(2) of the Securities Act.
(v) On October 14, 1997, the Company issued a total of 600,000 shares of
Common Stock to Messrs. Hamlin and Shidler in connection with the
Transactions. The shares of Common Stock were issued in reliance on the
exemption from registration contained in Section 4(2) of the Securities
Act.
(vi) On October 14, 1997, the Company granted to Messrs. Hamlin, Shidler,
Sweet and Walton options exercisable for an aggregate of 10,000 shares
of Common Stock under the Option Plan at an exercise price of $7.59 per
share. The shares of Common Stock were issued in reliance on the
exemption from registration contained in Section 4(2) of the Securities
Act.
ITEM 34. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
The Maryland REIT Law permits a Maryland real estate investment trust to
include in its declaration of trust a provision limiting the liability of its
trustees and officers to the trust and its shareholders for money damages except
for liability resulting from (a) actual receipt of an improper benefit or profit
in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Declaration of Trust of the Registrant contains such a provision which
eliminates such liability to the maximum extent permitted by the Maryland REIT
Law.
The Declaration of Trust of the Registrant authorizes it, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former trustee or officer or (b) any individual who, while a
trustee of the Registrant and at the request of the Registrant, serves or has
served another real estate investment trust, corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a trustee,
director, officer or partner of such real estate investment trust, corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
from and against any claim or liability to which such person may become subject
or which such person may incur by reason of his or her status as a present or
former Trustee or officer of the Registrant. The Bylaws of the Registrant
obligate it, to the maximum extent permitted by Maryland law, to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present of former trustee or officer who is made a party
to the proceeding by reason of his service in that capacity or (b) any
individual who, while a Trustee or officer of the Registrant and at the request
of the Registrant, serves or has served another real estate investment trust,
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a trustee, director, officer or partner of such real estate
investment trust, corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise and who is made a party to the proceeding by
reason of his service in that capacity, against any claim or liability to which
he may become subject by reason of such status. The Declaration of Trust and
Bylaws also permit the Registrant to indemnify and advance expenses to any
person who served a predecessor of the Registrant in any of the capacities
described above and to any employee or agent of the Registrant to indemnify a
trustee or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he is made a party by reason of his service
in that capacity.
The Maryland REIT Law permits a Maryland real estate investment trust to
indemnify and advance expenses to its trustees and officers to the same extent
as permitted by the Maryland General Corporation
II-2
<PAGE>
Law (the "MGCL") for directors and officers of Maryland corporations. The MGCL
permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of the director
or officer was material to the matter giving rise to the proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the director or officer actually received an improper personal
benefit in money, property or services or (c) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. However, under the MGCL, a Maryland corporation may
not indemnify for an adverse judgment in a suit by or in the right of the
corporation or for a judgment of liability on the basis that personal benefit
was improperly received, unless in either case a court orders indemnification
and then only for expenses. In addition, the MGCL permits a corporation to
advance reasonable expenses to a director or officer upon the corporation's
receipt of (a) a written affirmation by the director or officer of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the corporation and (b) a written undertaking by him or on
his behalf to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.
The Operating Partnership Agreement provides that the Operating Partnership
shall indemnify the Registrant, as general partner, and each director, officer
and shareholder of the Registrant and each person (including any affiliate)
designated as an agent by the Registrant to the fullest extent permitted under
the Delaware Revised Uniform Limited Partnership Act from and against any and
all losses (including reasonable attorney's fees), and any other amounts arising
out of or in connection with any claim, relating to or resulting (directly or
indirectly) from the operations of the Operating Partnership, in which such
indemnified party becomes involved, or reasonably believes it may become
involved, as a result of its acting in the referred to capacity.
Reference is made to the form of Underwriting Agreement filed as an exhibit
to this Registration Statement pursuant to which the underwriters will agree to
indemnify the Company and its trustees and officers against certain liabilities,
including liabilities under the Securities Act.
ITEM 35. TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED.
The consideration to be received by the Registrant for sales of Common
Shares registered hereby will be credited to the appropriate capital account.
ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
CORPORATE OFFICE PROPERTIES TRUST, INC.
Pro Forma Consolidated Combined Financial Statements (unaudited):
Pro Forma Consolidated Combined Statements of Income for the year ended December
31, 1997
Pro Forma Consolidated Balance Sheet as of December 31, 1997
Historical:
Report of Independent Accountants
Consolidated Balance Sheets as of December 31, 1996 and 1997
Consolidated Statements of Operations for the years ended December 31, 1995,
1996 and 1997
Consolidated Statements of Cash Flows for the years ended December 31, 1995,
1996 and 1997
Notes to Consolidated Financial Statements
SCHEDULE III
Real Estate and Accumulated Depreciation as of December 31, 1997
II-3
<PAGE>
THE OFFICE PROPERTIES
Report of Independent Accountants
Combined Balance Sheets as of December 31, 1996 and September 30, 1997
(unaudited)
Combined Statements of Operations for the years ended December 31, 1995 and 1996
and for the nine month periods ended September 30, 1997 and 1996 (unaudited)
Combined Statements of Partners' Capital for the years ended December 31, 1995
and 1996 and for the nine month period ended September 30, 1997
Combined Statements of Cash Flows for the years ended December 31, 1995 and 1996
and for the nine month periods ended September 30, 1997 and 1996
Notes to Combined Financial Statements
(b) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.*
2.1 Agreement and Plan of Merger, dated as of January 31, 1998, among the Registrant, the Maryland
Company and the Company (filed with the Trust's Registration Statement on Form S-4 (Commission File
No. 333-45649) and incorporated herein by reference).
2.2 Formation/Contribution Agreement dated September 7, 1997, as amended, by and among the Company and
certain subsidiary corporations and partnerships regarding the Transactions (filed with the Company's
Current Report on Form 8-K on October 29, 1997 and incorporated herein by reference).
2.3 Agreement and Plan of Reorganization between the Company and Crown Advisors, Inc. (filed with the
Company's Current Report on Form 8-K on October 29, 1997 and incorporated herein by reference).
2.4 Limited Partnership Agreement of the Operating Partnership dated October 14, 1997 (filed with the
Company's Current Report on Form 8-K on October 29, 1997 and incorporated herein by reference).
2.5 Amended and Restated Partnership Agreement of Blue Bell Investment Company, L.P. (filed with the
Company's Current Report on Form 8-K on October 29, 1997 and incorporated herein by reference).
2.6 Amended and Restated Partnership Agreement of South Burnswick Investors, L.P. (filed with the
Company's Current Report on Form 8-K on October 29, 1997 and incorporated herein by reference).
2.7 Amended and Restated Partnership Agreement of ComCourt Investors, L.P. (filed with the Company's
Current Report on Form 8-K on October 29, 1997 and incorporated herein by reference).
2.8 Amended and Restated Partnership Agreement of 6385 Flank, L.P. (filed with the Company's Current
Report on Form 8-K on October 29, 1997 and incorporated herein by reference).
3.1 Amended and Restated Declaration of Trust of Registrant (filed with the Registrant's Registration
Statement on Form S-4 (Commission File No. 333-45649) and incorporated herein by reference).
3.2 Bylaws of Registrant (filed with the Registrant's Registration Statement on Form S-4 (Commission File
No. 333-45649) and incorporated herein by reference).
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
4.1 Form of certificate for the Registrant's Common Shares of Beneficial Interest, $0.01 par value per
share (filed with the Registrant's Registration Statement on Form S-4 (Commission File No. 333-45649)
and incorporated herein by reference).
5.1 Opinion of Cahill Gordon & Reindel regarding the legality of the securities being registered hereby.*
8.1 Opinion of Cahill Gordon & Reindel as to certain tax matters.*
10.1 Clay W. Hamlin III Employment Agreement dated October 14, 1997 with the Operating Partnership (filed
with the Company's Current Report on Form 8-K on October 29, 1997, and incorporated herein by
reference).
10.2 Registration Rights Agreement dated October 14, 1997, as amended, for the benefit of certain
shareholders of the Registrant (filed with the Company's Current Report on Form 8-K on October 29,
1997, and incorporated herein by reference).
10.3 Management Agreement between Registrant and Glacier Realty, LLC (filed with the Company's Current
Report on Form 8-K on October 29, 1997, and incorporated herein by reference).
10.4 Senior Secured Credit Agreement dated October 13, 1997 (filed with the Company's Current Report on
Form 8-K on October 29, 1997, and incorporated herein by reference).
10.5 Corporate Office Properties Trust 1998 Long Term Incentive Plan (filed with the Registrant's
Registration Statement on Form S-4 (Commission File No. 333-45649) and incorporated herein by
reference).
10.6 Stock Option Plan for Directors (filed with Royale Investments, Inc.'s Form 10-KSB for the year ended
December 31, 1993 (Commission File No. 0-20047) and incorporated herein by reference).
10.7 Lease Agreement between Blue Bell Investment Company, L.P. and Unisys Corporation dated March 12,
1997 with respect to lot A (filed with the Registrant's Registration Statement on Form S-4
(Commission File No. 333-45649) and incorporated herein by reference).
10.8 Lease Agreement between Blue Bell Investment Company, L.P. and Unisys Corporation dated March 12,
1997 with respect to lot B (filed with the Registrant's Registration Statement on Form S-4
(Commission File No. 333-45649) and incorporated herein by reference).
10.9 Lease Agreement between Blue Bell Investment Company, L.P. and Unisys Corporation dated March 12,
1997 with respect to lot C (filed with the Registrant's Registration Statement on Form S-4
(Commission File No. 333-45649) and incorporated herein by reference).
10.11 Amended and Restated Lease between South Brunswick Investors L.P. and International Business Machines
Corporation dated August 11, 1995, as amended (filed with the Registrant's Registration Statement on
Form S-4 (Commission File No. 333-45649) and incorporated herein by reference).
10.12 Agreement of Lease between South Brunswick Investors L.P. and Teleport Communications Group, Inc.
dated February 20, 1996, as amended (filed with the Registrant's Registration Statement on Form S-4
(Commission File No. 333-45649) and incorporated herein by reference).
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
10.13 Agreement of Lease between South Brunswick Investors L.P. and Teleport Communications Group, Inc.
dated August 19, 1996 (filed with the Registrant's Registration Statement on Form S-4 (Commission
File No. 333-45649) and incorporated herein by reference).
10.14 Thomas D. Cassel Employment Agreement dated October 20, 1997 with the Operating Partnership (filed
with the Registrant's 1997 Annual Report on Form 10-K and incorporated herein by reference).
16.1 Letter to the Commission from Lurie, Besikof, Lapidus & Co., LLP dated November 4, 1997 (filed with
Company's Current Report on Form 8-K on November 6, 1997, and incorporated herein by reference).
21.1 Subsidiaries of Registrant (filed with the Registrant's 1997 Annual Report on Form 10-K and
incorporated herein by reference).
23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).*
23.2 Consent of Coopers & Lybrand L.L.P.*
24.1 Powers of attorney (included on signature page to the Registration Statement).*
</TABLE>
- ------------------------
* Previously filed.
ITEM 36. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(b) The undersigned Registrant hereby undertakes:
(1) For purposes of determining any liability under the Securities Act
of 1933, as amended, the information omitted from the form of prospectus
filed as part of a registrant statement in reliance upon Rule 430A, and
contained in the form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act, shall be deemed to be
part of the registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-6
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-11 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF PHILADELPHIA, STATE OF PENNSYLVANIA, ON THE 17TH
DAY OF APRIL, 1998.
CORPORATE OFFICE PROPERTIES TRUST
By: /s/ CLAY W. HAMLIN, III
------------------------------------------
CLAY W. HAMLIN, III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
- ------------------------------ --------------------------- -------------------
* Chairman of the Board April 17, 1998
- ------------------------------ and Trustee
(Jay H. Shidler)
President and Chief April 17, 1998
* Executive
- ------------------------------ Officer, Trustee
(Clay W. Hamlin, III) (Principal
Executive Officer)
/s/ THOMAS D. CASSEL Vice President, Finance April 17, 1998
- ------------------------------ (Principal Accounting and
(Thomas D. Cassel) Financial Officer)
* Vice Chairman of the Board April 17, 1998
- ------------------------------ and Trustee
(Vernon R. Beck)
* Trustee April 17, 1998
- ------------------------------
(Kenneth D. Wethe)
* Trustee April 17, 1998
- ------------------------------
(Allen C. Gehrke)
* Trustee April 17, 1998
- ------------------------------
(William H. Walton)
* Trustee April 17, 1998
- ------------------------------
(Kenneth S. Sweet, Jr.)
*By: /s/ Thomas D.
Cassel
- ------------------------------
ATTORNEY-IN-FACT
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
EXHIBIT NO. DESCRIPTION NUMBER
- ------------- ------------------------------------------------------------------------------------------- -------------
<C> <S> <C>
1.1 Form of Underwriting Agreement.*
2.1 Agreement and Plan of Merger, dated as of January 31, 1998, among the Registrant, the
Maryland Company and the Company (filed with the Registrant's Registration Statement on
Form S-4 (Commission File No. 333-45649) and incorporated herein by reference).
2.2 Formation/Contribution Agreement dated September 7, 1997, as amended, by and among the
Company and certain subsidiary corporations and partnerships regarding the Transactions
(filed with the Company's Current Report on Form 8-K on October 29, 1997 and incorporated
herein by reference).
2.3 Agreement and Plan of Reorganization between the Company and Crown Advisors, Inc. (filed
with the Company's Current Report on Form 8-K on October 29, 1997 and incorporated herein
by reference).
2.4 Limited Partnership Agreement of the Operating Partnership dated October 14, 1997 (filed
with the Company's Current Report on Form 8-K on October 29, 1997 and incorporated herein
by reference).
2.5 Amended and Restated Partnership Agreement of Blue Bell Investment Company, L.P. (filed
with the Company's Current Report on Form 8-K on October 29, 1997 and incorporated herein
by reference).
2.6 Amended and Restated Partnership Agreement of South Burnswick Investors, L.P. (filed with
the Company's Current Report on Form 8-K on October 29, 1997 and incorporated herein by
reference).
2.7 Amended and Restated Partnership Agreement of ComCourt Investors, L.P. (filed with the
Company's Current Report on Form 8-K on October 29, 1997 and incorporated herein by
reference).
2.8 Amended and Restated Partnership Agreement of 6385 Flank, L.P. (filed with the Company's
Current Report on Form 8-K on October 29, 1997 and incorporated herein by reference).
3.1 Amended and Restated Declaration of Trust of Registrant (filed with the Registrant's
Registration Statement on Form S-4 (Commission File No. 333-45649) and incorporated herein
by reference).
3.2 Bylaws of Registrant (filed with the Registrant's Registration Statement on Form S-4
(Commission File No. 333-45649) and incorporated herein by reference).
4.1 Form of certificate for the Registrant's Common Shares of Beneficial Interest, $0.01 par
value per share (filed with the Registrant's Registration Statement on Form S-4 (Commission
File No. 333-45649) and incorporated herein by reference).
5.1 Opinion of Cahill Gordon & Reindel regarding the legality of the securities being
registered hereby.*
8.1 Opinion of Cahill Gordon & Reindel as to certain tax matters.*
10.1 Clay W. Hamlin III Employment Agreement dated October 14, 1997 with the Operating
Partnership (filed with the Company's Current Report on Form 8-K on October 29, 1997, and
incorporated herein by reference).
10.2 Registration Rights Agreement dated October 14, 1997 for the benefit of certain
shareholders of the Registrant (filed with the Company's Current Report on Form 8-K on
October 29, 1997, and incorporated herein by reference).
10.3 Management Agreement between Registrant and Glacier Realty, LLC (filed with the Company's
Current Report on Form 8-K on October 29, 1997, and incorporated herein by reference).
10.4 Senior Secured Credit Agreement dated October 13, 1997 (filed with the Company's Current
Report on Form 8-K on October 29, 1997, and incorporated herein by reference).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PAGE
EXHIBIT NO. DESCRIPTION NUMBER
- ------------- ------------------------------------------------------------------------------------------- -------------
<C> <S> <C>
10.5 Corporate Office Properties Trust 1998 Long Term Incentive Plan (filed with the
Registrant's Registration Statement on Form S-4 (Commission File No. 333-45649) and
incorporated herein by reference).
10.6 Stock Option Plan for Directors (filed with Royale Investments, Inc.'s Form 10-KSB for the
year ended December 31, 1993 (Commission File No. 0-20047) and incorporated herein by
reference).
10.7 Lease Agreement between Blue Bell Investment Company, L.P. and Unisys Corporation dated
March 12, 1997 with respect to lot A (filed with the Registrant's Registration Statement on
Form S-4 (Commission File No. 333-45649) and incorporated herein by reference).
10.8 Lease Agreement between Blue Bell Investment Company, L.P. and Unisys Corporation dated
March 12, 1997 with respect to lot B (filed with the Registrant's Registration Statement on
Form S-4 (Commission File No. 333-45649) and incorporated herein by reference).
10.9 Lease Agreement between Blue Bell Investment Company, L.P. and Unisys Corporation dated
March 12, 1997 with respect to lot C (filed with the Registrant's Registration Statement on
Form S-4 (Commission File No. 333-45649) and incorporated herein by reference).
10.11 Amended and Restated Lease between South Brunswick Investors L.P. and International
Business Machines Corporation dated August 11, 1995, as amended (filed with the
Registrant's Registration Statement on Form S-4 (Commission File No. 333-45649) and
incorporated herein by reference).
10.12 Agreement of Lease between South Brunswick Investors L.P. and Teleport Communications
Group, Inc. dated February 20, 1996, as amended (filed with the Registrant's Registration
Statement on Form S-4 (Commission File No. 333-45649) and incorporated herein by
reference).
10.13 Agreement of Lease between South Brunswick Investors L.P. and Teleport Communications
Group, Inc. dated August 19, 1996 (filed with the Registrant's Registration Statement on
Form S-4 (Commission File No. 333-45649) and incorporated herein by reference).
10.14 Thomas D. Cassel Employment Agreement dated October 20, 1997 with the Operating Partnership
(filed with the Registrant's 1997 Annual Report on Form 10-K and incorporated herein by
reference).
16.1 Letter to the Commission from Lurie, Besikof, Lapidus & Co., LLP dated November 4, 1997
(filed with Company's Current Report on Form 8-K on November 6, 1997, and incorporated
herein by reference).
21.1 Subsidiaries of Registrant (filed with the Registrant's 1997 Annual Report on Form 10-K and
incorporated herein by reference).
23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5.1).*
23.2 Consent of Coopers & Lybrand L.L.P.*
24.1 Powers of attorney (included on signature page to the Registration Statement).*
</TABLE>
- ------------------------
* Previously filed.
