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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001005477-02-000049.txt : 20020413
<SEC-HEADER>0001005477-02-000049.hdr.sgml : 20020413
ACCESSION NUMBER:		0001005477-02-000049
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020101
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020107

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRANKLIN STREET PARTNERS LP
		CENTRAL INDEX KEY:			0001031316
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				042724223
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-32615
		FILM NUMBER:		2503203

	BUSINESS ADDRESS:	
		STREET 1:		401 EDGEWATER PL
		STREET 2:		STE 200
		CITY:			WAKEFIELD
		STATE:			MA
		ZIP:			01880
		BUSINESS PHONE:		7815571300

	MAIL ADDRESS:	
		STREET 1:		401 EDGEWATER PLACE
		STREET 2:		STE 200
		CITY:			WAKEFIELD
		STATE:			MA
		ZIP:			01880
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d02-35575.txt
<TEXT>

                       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): January 1, 2002

                        Franklin Street Properties Corp.*

             ------------------------------------------------------

               (Exact Name of Registrant as Specified in Charter)

                                    Maryland

             ------------------------------------------------------

                 (State or Other Jurisdiction of Incorporation)

            000-32615                                    04-2724223

- ---------------------------------------     ------------------------------------

        (Commission File Number)            (I.R.S. Employer Identification No.)

         401 Edgewater Place,
         Suite 200
         Wakefield, MA                                  01880-6210
- ---------------------------------------   ------------------------------------

(Address of Principal Executive Offices)                (Zip Code)

                                 (781) 557-1300
                        --------------------------------

              (Registrant's Telephone Number, Including Area Code)

                                 ---------------

- --------------------
* Franklin Street Partners Limited Partnership, a Massachusetts limited
partnership ( the "Partnership"), on January 1, 2002, merged with and into
Franklin Street Properties Corp., a Maryland corporation and wholly-owned
subsidiary of the Partnership ("FS Properties"), with FS Properties being the
surviving corporation. This current report on Form 8-K is filed by FS Properties
to evidence its status, pursuant to Rule 12g-3(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), as successor registrant to the
Partnership under Section 12(g) of the Exchange Act, upon the consummation of
the merger, and to register the common stock, par value $.0001 per share of FS
Properties as the successor equity security to the limited partnership interests
of the Partnership, under Section 12(g) of the Act.
<PAGE>

Item 5. Other Events

      The Merger

      On January 1, 2002, Franklin Street Partners Limited Partnership (the
"Partnership") merged (the "Merger") with and into Franklin Street Properties
Corp., a Maryland corporation and wholly-owned subsidiary of the Partnership
("FS Properties"), with FS Properties being the surviving corporation. Pursuant
to the Merger, the Partnership ceased to exist, and each unit of both general
and limited partnership interests in the Partnership was converted into one
share of common stock, $.0001 par value per share (the "Common Stock") of FS
Properties. Accordingly , the pro rata ownership interests in FS Properties are
the same as those in the former Partnership. The Merger was approved by at least
a majority of the outstanding limited partnership interests pursuant to a
consent solicitation. FS Properties intends to qualify as a real estate
investment trust (the "REIT").

      This Form 8-K is being filed by FS Properties as a successor issuer as
required by paragraph (f) of Rule 12g-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Upon the effective time
of the Merger on January 1, 2002, the Common Stock was deemed registered under
Section 12(g) of the Exchange Act.

      Description of Stock

      The authorized capital stock of FS Properties consists of 180,000,000
shares of Common Stock and 20,000,000 shares of preferred stock, par value
$.0001 per share (the "Preferred Stock"). Upon the Merger, there are 24,586,249
shares of Common Stock issued and outstanding, and no shares of Preferred Stock
issued and outstanding. The following is a summary of material terms and
provisions of FS Properties' capital stock. Because it is a summary, it does not
purport to be complete and is qualified by reference to FS Properties' Articles
of Incorporation and Bylaws which are filed as exhibits to this Form 8-K.

      Each outstanding share of Common Stock entitles the holder thereof to one
vote on all matters submitted to a vote of stockholders. There is no cumulative
voting in the election of directors. Holders of shares of Common Stock have no
conversion, sinking fund or preemptive rights to subscribe for any securities of
FS Properties. Shares of Common Stock have equal dividend, distribution,
liquidation and other rights and have no preference or exchange rights.

      The Board of Directors of FS Properties may authorize from time to time,
without further action by the stockholders, the issuance of shares of Preferred
Stock in one or more separately designated classes. The Board may set the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms and
conditions of redemption of the shares of each class of Preferred Stock.

      In order for FS Properties to maintain its qualification as a REIT, among
other things, not more than 50% in value of its outstanding shares of Common
Stock and Preferred Stock may be owned, directly or indirectly, by five or fewer
individuals. The Articles of Incorporation of FS Properties provide that holders
of Common Stock and Preferred Stock, collectively, cannot beneficially or
constructively own more than 9.8% of the number of shares or value of the
outstanding equity securities of FS Properties and that no stockholder will be
able to transfer or acquire shares that would result in the outstanding equity
shares of FS Properties being beneficially owned by fewer than 100 persons.

      The Articles of Incorporation also provide that on an annual basis FS
Properties will use its best efforts to redeem any shares of Common Stock from
holders who desire to sell them. The purchase price paid

<PAGE>

by FS Properties will be 90% of the fair market value of the shares purchased,
as determined by the Board in its sole and absolute discretion after
consultation with an adviser selected by the Board. FS Properties has no
obligation to redeem shares of Common Stock during any period that the Common
Stock is listed for trading on a national securities exchange or the Nasdaq
National Market System.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

      (a) Financial Statements of Business Acquired

          Not applicable.

      (b) Pro Forma Financial Information

          Not applicable.

      (c) Exhibits

      2.1   Agreement and Plan of Merger, dated as of October 10, 2001, by and
            between Franklin Street Properties Corp. and Franklin Street
            Partners Limited Partnership (incorporated by reference to Appendix
            A of Franklin Street Partners Limited Partnership's Definitive Proxy
            Statement on Schedule 14A, filed on December 18, 2001 (File No.
            000-32615)).

      4.1   Articles of Incorporation of Franklin Street Properties Corp.
            (incorporated by reference to Appendix B of Franklin Street Partners
            Limited Partnership's Definitive Proxy Statement on Schedule 14A,
            filed on December 18, 2001 (File No. 000-32615)).

      4.2   Bylaws of Franklin Street Properties Corp. (incorporated by
            reference to Appendix C of Franklin Street Partners Limited
            Partnership's Definitive Proxy Statement on Schedule 14A, filed on
            December 18, 2001 (File No. 000-32615)).

      4.3   Common Stock Specimen.
<PAGE>

                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                    FRANKLIN STREET PROPERTIES CORP.


Date: January 7, 2002            By: /s/ George J. Carter
                                     -------------------------------------------
                                     George J. Carter
                                     President and Chief Executive Officer
<PAGE>

Exhibit Index

Exhibit Number             Description

2.1   Agreement and Plan of Merger, dated as of October 10, 2001, by and between
      Franklin Street Properties Corp. and Franklin Street Partners Limited
      Partnership (incorporated by reference to Appendix A of Franklin Street
      Partners Limited Partnership's Definitive Proxy Statement on Schedule 14A,
      filed on December 18, 2001 (File No. 000-32615)).

4.1   Articles of Incorporation of Franklin Street Properties Corp.
      (incorporated by reference to Appendix B of Franklin Street Partners
      Limited Partnership's Definitive Proxy Statement on Schedule 14A, filed on
      December 18, 2001 (File No. 000-32615)).

4.2   Bylaws of Franklin Street Properties Corp. (incorporated by reference to
      Appendix C of Franklin Street Partners Limited Partnership's Definitive
      Proxy Statement on Schedule 14A, filed on December 18, 2001 (File No.
      000-32615)).

4.3   Common Stock Specimen.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>4
<FILENAME>ex4-3.txt
<TEXT>
                                                                     Exhibit 4.3

[FRONT OF STOCK CERTIFICATE]

RESTRICTED SECURITIES                                SEE LEGENDS ON REVERSE SIDE

                                State of Maryland

                  0                                           0

                        Franklin Street Properties Corp.
          FULLY                                                   NON-ASSESSABLE
                                  Common Stock

                           $.0001 Par Value Per Share

                                                Specimen
                       of Franklin Street Properties Corp.

          President                                            Treasurer
<PAGE>

[REVERSE OF STOCK CERTIFICATE]

      The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended, and may not be transferred, pledged or
hypothecated unless and until such shares are registered under such Act or an
opinion of counsel satisfactory to the Company is obtained to the effect that
such registration is not required.

      The Corporation is authorized to issue capital stock of more than one
class, consisting of Common Shares and one or more classes of Preferred Shares.
The Board of Directors is authorized to determine the preferences, limitations
and relative rights of any class of Preferred Shares before the issuance of any
such Preferred Shares, or any class thereof. The Corporation will furnish,
without charge, to any shareholder making a written request therefor, a written
statement of the designations, relative rights, preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption applicable to each class
of shares. Requests for such written statement may be directed to the Secretary
of the Corporation at the principal office of the Corporation.

      The shares represented by this certificate are subject to restrictions on
Beneficial Ownership, Constructive Ownership and Transfer for the purpose of the
Corporation's maintenance of its status as a "real estate investment trust" (a
"REIT") under the Internal Revenue Code of 1986, as amended, or any successor
statute (the "Code"). Subject to certain further restrictions, and except as
expressly provided in the Corporation's Charter, (i) no Person may Beneficially
Own or Constructively Own shares of the Corporation's Common Shares or Preferred
Shares in excess of 9.8% in value or number of shares (whichever is more
restrictive) of the outstanding Common Shares or Preferred Shares, respectively,
of the Corporation, (ii) no Person may Transfer or Acquire Equity Shares if such
Transfer or Acquisition would result in the Corporation being owned by fewer
than 100 Persons and (iii) no Person may Beneficially Own or Constructively Own
Equity Shares that would result in the Corporation being "closely held" under
Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify
as a REIT. Any Person who Beneficially Owns or Constructively Owns or attempts
to Beneficially or Constructively Own Equity Shares which causes or will cause a
Person to Beneficially Own or Constructively Own Equity Shares in violation of
the above restrictions must immediately notify the Corporation. If some or all
of the restrictions on transfer or ownership set forth in clauses (i) or (iii)
are violated by a purported Transfer of the Equity Shares represented hereby,
the Equity Shares represented hereby will be automatically transferred to a
Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In
addition, the Corporation may redeem Equity Shares represented hereby if a
purported Transfer violates the restrictions described above. Furthermore,
attempted Transfers in violation of the restrictions described above may be void
ab initio. A Person who attempts to Beneficially or Constructively Own Equity
Shares in violation of the restrictions described above shall have no claim,
cause of action or any recourse whatsoever against a transferor of such Equity
Shares. All capitalized terms in this legend have the meanings defined in the
Charter of the Corporation, as the same may be amended from time to time, a copy
of which, including the restrictions on transfer and ownership, will be
furnished, without charge, to each holder of Equity Shares who directs a request
to the Secretary of the Corporation at the principal office of the Corporation.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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