UNITED STATES
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): November 5, 2007
Franklin Street Properties Corp.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 001-32470 04-3578653
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
401 Edgewater Place, Suite 200, 01880-6210
Wakefield, Massachusetts
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 557-1300
--------------------------------------------------------------------------------
(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 7.01. Regulation FD Disclosure
On November 5, 2007, Franklin Street Properties Corp. (the "Registrant")
committed to acquire up to 994 shares of preferred stock ("Preferred Stock") in
FSP 303 East Wacker Drive Corp. (the "Company") for a total investment of up to
$85,235,500.00 (assuming that the Registrant acquires all 994 shares) upon
satisfaction of certain conditions.
The Company is a Delaware corporation formed to purchase, own and operate
a 28-story Class "A" multi-tenant office tower containing approximately 859,187
square feet of rentable space located in downtown Chicago, Illinois (the
"Property"). The Company is operated in a manner intended to qualify as a real
estate investment trust for federal income tax purposes. The Company was
organized initially in December 2006 by FSP Investments LLC (member, FINRA and
SIPC), a wholly-owned subsidiary of the Registrant. FSP Investments LLC acted as
a real estate investment firm and broker/dealer with respect to the organization
of the Company and the acquisition of the Property by the Company.
Holders of Preferred Stock have limited voting rights. The Registrant has
agreed to vote any shares of Preferred Stock held by it on any matter presented
to the holders of Preferred Stock in a manner that approximates as closely as
possible the votes cast in favor of and opposed to such matter by the holders of
the Preferred Stock other than the Registrant. For purposes of determining how
the Registrant votes its shares of Preferred Stock, abstentions and non-votes by
stockholders other than the Registrant are not considered.
Affiliates of the Registrant currently serve as officers and directors of
the Company but receive no compensation for such service. In addition, the
Registrant holds the sole share of the Company's common stock, which ownership
provides the Registrant with the right to elect all of the Company's directors,
except in limited situations. The Company's directors generally have sole
authority for the operation and management of the Company and the Property.
The Registrant and its wholly-owned subsidiaries have been paid and will
continue to be paid certain fees by the Company.
2
SIGNATURES
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: November 5, 2007 By: /s/ George J. Carter
---------------------------------
George J. Carter
President and Chief Executive
Officer
3