UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): August 16, 2005
FRANKLIN STREET PROPERTIES CORP.
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(Exact name of Registrant as Specified in its Charter)
Maryland 0-32615 04-3578653
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
41 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880-6210
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 557-1300
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On August 16, 2005, Franklin Street Properties Corp. (the "Company"),
Citizens Bank of Massachusetts ("Citizens"), Bank of America, N.A. and Chevy
Chase Bank, F.S.B. (with Citizens, the "Lenders") further amended and restated
the Amended and Restated Loan Agreement dated August 18, 2003 (as further
amended and restated, the "Loan Agreement") to provide for a three-year,
$150,000,000 (the "Loan Amount") revolving credit facility intended to provide
ongoing working capital and cash for other general corporate purposes of the
Company and its subsidiaries, including property acquisitions, renovations,
expansions, tenant improvement costs and equity investments associated with
institutional grade income-producing properties and to pay costs and expenses
incidental to closing loans under the Loan Agreement. Pursuant to the terms of
the Loan Agreement, the Company is permitted to borrow funds from the Lenders up
to the Loan Amount, with a $15,000,000 sublimit for letters of credit.
Borrowings made under the Loan Agreement bear interest at a rate based either on
Citizens' prime rate or on a LIBOR rate, as determined by the Company at the
time of borrowing. Loans outstanding under the Loan Agreement may be prepaid at
any time in whole or in part without premium or penalty, with limited
exceptions. The Company has agreed to apply the net proceeds it receives upon
syndication to repay outstanding loans under the Loan Agreement. The Loan
Agreement contains customary representations and warranties, as well as
customary events of default and affirmative covenants. In addition, there are
customary negative covenants, including financial covenants and covenants
relating to liens, investments, indebtedness, fundamental changes, dispositions,
and dividends and distributions. The Loan Agreement terminates and any
outstanding loans under it mature on August 18, 2008.
The Loan Agreement is attached to this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of
the Loan Agreement is qualified in its entirety by the complete text of the Loan
Agreement filed herewith.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information contained above under Item 1.01 is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
See Exhibit Index attached hereto.
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.
FRANKLIN STREET PROPERTIES CORP.
Date: August 16, 2005 By: /s/ George J. Carter
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George J. Carter
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Second Amended and Restated Loan Agreement, dated as of
August 16, 2005, by and among Franklin Street
Properties Corp., certain of its wholly-owned
subsidiaries, Citizens Bank of Massachusetts, Bank of
America, N.A., Chevy Chase Bank, F.S.B. and other
lenders which may become party thereto from time to
time.