SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 13, 2004
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Franklin Street Properties Corp.
(formerly known as Franklin Street Partners Limited Partnership)
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(Exact Name of Registrant as Specified in its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
000-32615 04-3578653
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(Commission File Number) (IRS Employer Identification No.)
401 Edgewater Place, Suite 200, Wakefield, MA 01880-6210
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(Address of Principal Executive Offices) (Zip Code)
(781) 557-1300
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Regulation FD Disclosure
On August 13, 2004, Franklin Street Properties Corp. ("FSP Corp."), a
Maryland corporation, four wholly-owned acquisition subsidiaries of FSP Corp.,
each a Delaware corporation (the "Acquisition Subs"), and four real estate
investment trusts (the "Target REITs"), each a Delaware corporation, entered
into an Agreement and Plan of Merger (the "Merger Agreement"), providing for (i)
FSP Corp.'s acquisition of each of the Target REITs by merging each Target REIT
into a related Acquisition Sub, resulting in the Acquisition Sub's being the
surviving corporation and (ii) the issuance of approximately 10,894,994 shares
of FSP Corp. Common Stock as consideration in connection with the mergers. Upon
consummation of the mergers, FSP Corp. will be the sole stockholder of each of
the Target REITs, and the holders of the preferred stock of the Target REITs
will become stockholders of FSP Corp.
A copy of the Merger Agreement is attached to this Current Report on Form
8-K as Exhibit 2.1, and is incorporated herein by reference.
Item 9. Regulation FD Disclosure
On August 13, 2004, FSP Corp. also sent a letter to its stockholders
informing such stockholders that FSP Corp.'s Board of Directors had authorized
FSP Corp. to redeem all fractional shares of its Common Stock outstanding and of
record as of July 30, 2004 for an amount equal to such fractional share
multiplied by $17.70, the per share price ascribed to FSP Common Stock as a
result of the negotiations in connection with the Merger Agreement described
under Item 5 of this Current Report on Form 8-K. There is no public market for
FSP Corp.'s Common Stock. The redemption of fractional shares will be effective
and the redemption price will be payable on August 16, 2004.
A copy of the letter sent to stockholders is attached hereto as Exhibit
99.1.
Furthermore, on July 30, 2004 the Board of Directors of FSP Corp. declared
a cash dividend of $0.31 per share of common stock payable on August 16, 2004 to
stockholders of record on July 30, 2004.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of August 13, 2004, by
and among FSP Corp., the Acquisition Subs and the Target
REITs. (1)
99. Letter, dated August 13, 2004, to Stockholders.
(1) The exhibits and schedules to the Merger Agreement have been omitted from
this filing pursuant to Item 601(b)(2) of Regulation S-K. FSP Corp. will furnish
copies of any of the exhibits and schedules to the U.S. Securities and Exchange
Commission upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 13, 2004 REGISTRANT
FRANKLIN STREET PROPERTIES CORP.
By: /s/ George J. Carter
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George J. Carter
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as of August 13, 2004, by
and among FSP Corp., the Acquisition Subs and the Target
REITs. (1)
99.1 Letter, dated August 13, 2004, to Stockholders.
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(1) The exhibits and schedules to the Merger Agreement have been omitted from
this filing pursuant to Item 601(b)(2) of Regulation S-K. FSP Corp. will furnish
copies of any of the exhibits and schedules to the U.S. Securities and Exchange
Commission upon request.