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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-K


ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-14307


GREAT LAKES REIT
(Exact Name of Registrant as Specified in Its Charter)

Maryland   36-4238056
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer Identification Number)

823 Commerce Drive
Suite 300
Oak Brook, Illinois 60523
(630) 368-2900
(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
Common Shares of Beneficial Interest, $.01 par value

93/4% Series A Cumulative Redeemable Preferred Shares
of Beneficial Interest, $.01 par value per share
(Liquidation Preference $25.00 per share)

Securities registered pursuant to Section 12(g) of the Act:

None


        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        As of March 5, 2002, the aggregate market value of common shares of beneficial interest held by non-affiliates of the registrant was $221,076,472.

        The number of shares of the registrant's common shares of beneficial interest, $.01 par value, outstanding as of March 5, 2002 was 16,533,379.

        Documents Incorporated by Reference:

        Part III incorporates by reference portions of the Registrant's Proxy Statement (to be filed) related to the Annual Meeting of Shareholders to be held May 23, 2002.





GREAT LAKES REIT

        Form 10-K Annual Report—2001
Table of Contents

 
  Page
PART I    
  Item 1. Business   3
  Item 2. Properties   6
  Item 3. Legal Proceedings   10
  Item 4. Submission of Matters to a Vote of Security Holders   10
  Item 4A. Executive Officers of the Registrant   11
PART II    
  Item 5. Market for Registrant's Common Equity and Related Shareholder Matters   13
  Item 6. Selected Financial Data   14
  Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations   15
  Item 7A. Market Risk   20
  Item 8. Financial Statements and Supplementary Data   21
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   21
PART III (Incorporated by Reference to the Registrant's Proxy Statement)    
  Item 10. Trustees and Executive Officers of the Registrant   22
  Item 11. Executive Compensation   22
  Item 12. Security Ownership of Certain Beneficial Owners and Management   22
  Item 13. Certain Relationships and Related Transactions   22
PART IV    
  Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K   22
Signatures   25
Index to Financial Statements   F-1

2



PART I

ITEM 1—BUSINESS

General

        Great Lakes REIT, a Maryland real estate investment trust that is the successor to a business that began operations in 1992 (the "Company"), is a fully integrated, self-administered and self-managed real estate company. As of December 31, 2001, the Company owned and operated 37 properties (the "Properties") in the Chicago, Milwaukee, Detroit, Columbus, Minneapolis, Denver and Cincinnati areas (the "Current Markets"). The Properties contain approximately 5.4 million rentable square feet leased to more than 500 tenants with a weighted average occupancy rate of approximately 88% as of January 1, 2002. The Company has elected to be treated for federal income tax purposes as a real estate investment trust ("REIT"). The Company conducts substantially all of its operations through Great Lakes REIT, L.P. (the "Operating Partnership"), of which the Company is the sole general partner. All references to the "Company" in this Form 10-K include the Company and the Operating Partnership unless the context otherwise requires.

Business Strategy

        The Company's primary business strategy is to acquire, own and operate well-located, under-performing suburban office properties generally located in the Current Markets at attractive yields and to increase cash flow and property value by implementing a comprehensive operating strategy. The Company's operating strategy includes: (i) investment in value-enhancing renovation and refurbishment programs; (ii) aggressive leasing efforts; (iii) reduction and containment of operating costs; and (iv) a strong emphasis on tenant services and satisfaction. The Company seeks to establish itself as one of the suburban office property owner/operators of choice in the markets it serves and to maximize tenant retention.

        The Company also intends to pursue limited new property development opportunities that are otherwise consistent with the Company's overall business strategy. In January 2002, the Company acquired a 99,500 square foot office building in suburban Milwaukee that was completed in June 2001. The Company had contracted to acquire this property in 2000 before the start of its construction. The Company also intends to enhance its leasing flexibility by offering build-to-suit development options to current and prospective tenants who require space that is otherwise unavailable in a particular market. In addition, the Company will continue to pursue the redevelopment of older properties in attractive locations.

        The Company continues to evaluate acquisition opportunities in certain urban and central business areas in the Current Markets. In the event an appropriate acquisition opportunity is identified that is consistent with the other elements of the Company's primary business strategy, the Company may acquire properties located in select urban or central business district areas.

        The Company will continue to engage in strategic dispositions of select properties. The Company typically seeks to dispose of properties when one or more of the following conditions is present: (i) market prices are at or near replacement cost; (ii) property occupancy is high and there is limited potential to increase cash flow and property value within a reasonable period; (iii) the Company believes that its capital can be re-deployed to investment properties with higher long-term returns; and (iv) ownership of the Property is no longer consistent with the Company's business strategy. The Company did not sell any properties in 2001, but did sell two properties in 2000 aggregating 310,000 square feet and five properties in 1999 aggregating 345,000 square feet resulting in net sales proceeds of $39.6 million and $22.7 million in 2000 and 1999, respectively. The Company has identified several small, non-core assets that it expects will be sold during 2002. The Company has not entered into any definitive agreements with respect to any such disposition opportunities and there can be no assurances

3



that the Company will consummate any such dispositions. In addition, over the next several years, the Company expects to exit certain Current Markets where it does not have a significant presence.

Financing Strategy

        The Company seeks to maintain a well-balanced, conservative and flexible capital structure by: (i) currently targeting a ratio of long-term debt to total market capitalization in the range of 40% to 50%; (ii) extending and sequencing the maturity dates of its debt; (iii) focusing on borrowing at fixed rates; (iv) pursuing debt financings and refinancings on a secured or unsecured basis; and (v) maintaining relatively conservative debt service and fixed charge coverage ratios. In addition, as discussed under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," the Company has a $150 million unsecured credit facility that is generally used for short-term funding of acquisition of additional properties and for working capital requirements. The Company's debt to total market capitalization ratio (total market capitalization is defined as the total market value of all outstanding Common and Preferred Shares and units of limited partnership interest in the Operating Partnership plus outstanding indebtedness) at December 31, 2001 was 45.9%.

Competition

        All of the Properties are located in competitive markets. The properties with which the Company competes for tenants are generally owned by institutional investors, other REITs or local real estate operators, however, no single competitor or small group of competitors is dominant in any of the Current Markets. In addition, the Company may be competing with other owners and operators that have greater financial resources and more experience than the Company. An increase in the supply and a decrease in the demand for rental properties with characteristics similar to those of the Properties may adversely affect rental rates or the Company's ability to lease space at the Properties or any newly acquired properties. During 2001, vacancy rates in the Current Markets trended upward due to both increases in the supply and decreases in demand for office space within the Current Markets. The Company currently expects that such vacancy rate increases will affect the ability of all property owners within the Current Markets, including the Company, to increase rental revenues until such time as vacancy rates begin to trend downward.

Insurance

        The Company carries comprehensive liability, casualty, pollution, extended coverage and rental loss insurance covering all of the Properties, with policy specifications and insured limits that the Company believes are adequate and appropriate under the circumstances. There is, in 2002, no exclusion in the Company's casualty insurance policy for damage caused by acts of terrorism. There are, however, certain types of losses that are not generally insured because they are either uninsurable or not economically feasible to insure. Should an uninsured loss or a loss in excess of insured limits occur, the Company could lose its capital invested in any of the Properties, as well as the anticipated future revenues from such Property and, in the case of recourse debt, the Company would remain obligated for any mortgage debt or other financial obligations related to such Property. Any such loss would adversely affect the Company. Moreover, as the general partner of the Operating Partnership, the Company will generally be liable for any of the Operating Partnership's unsatisfied obligations other than non-recourse obligations. The Company believes that the Properties are adequately insured; however, no assurance can be given that material losses in excess of insurance proceeds will not occur in the future.

Environmental Regulations

        Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or

4



toxic substances or petroleum product releases at such property and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with the contamination. Such laws typically impose clean-up responsibility and liability without regard to whether the owner knew of or caused the presence of the contaminants, and the liability under such laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. The costs of investigation, remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate the contamination on such property, may adversely affect the owner's ability to sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances at a disposal or treatment facility also may be liable for the costs of removal or remediation of a release of hazardous or toxic substances at such disposal or treatment facility, whether or not such facility is owned or operated by such person. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and costs incurred in connection with the contamination. Finally, the owner of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from such site. Some or all of these costs may not be covered by pollution insurance.

        During the last six years, independent environmental consultants have conducted or updated Phase I Environmental Assessments ("Phase I Assessments") at each of the Properties. In addition, a limited-scope Phase II Assessment ("Phase II Assessment") has been conducted at the University Office Plaza property (the Phase I Assessments and the Phase II Assessment are collectively referred to as the "Environmental Assessments"). The Phase I Assessments have included, among other things, a visual inspection of the Properties and the surrounding area and a review of relevant state, federal and historical documents. Except for the Phase II Assessment and certain limited sampling in connection with underground tank and/or piping removals at the Arlington Ridge Service Center and One Park Plaza properties, no invasive techniques such as soil or groundwater sampling were performed at any of the Properties. The Company's Environmental Assessments of the Properties have not revealed any condition giving rise to an environmental liability that the Company believes would have a material adverse effect on the Company's business, assets or results of operations, taken as a whole, nor is the Company otherwise aware of any such condition. There can be no assurance, however, that the Company's Environmental Assessments would reveal all conditions giving rise to environmental liabilities. Moreover, there can be no assurance that (i) future laws, ordinances or regulations will not impose any material environmental liability or (ii) the current environmental condition of the Properties will not be affected by tenants, by the condition of land or operations in the vicinity of the Properties (such as the presence of underground storage tanks), or by third parties unrelated to the Company.

Other Matters

        The Company's operations are not dependent on a single or few customers; no single customer accounts for more than 5% of the Company's total revenue. The Company's operations are not subject to significant seasonal fluctuations. As of December 31, 2001, the Company employed 99 persons, none of whom is represented by a collective bargaining unit.

        For additional information about the Company's investments and operations, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Item 8, "Financial Statements and Supplementary Data." For additional information about the Company's business segments, see Item 8, "Financial Statements and Supplementary Data."

5




ITEM 2—PROPERTIES

General

        As of December 31, 2001, the Company owned 37 properties containing approximately 5.4 million square feet. The Properties consist primarily of Class A and Class B suburban office properties, which range in size from approximately 36,000 to 375,000 rentable square feet. The Properties consist of 31 suburban office properties, two central business district office buildings, and 4 office/service centers (generally single-story buildings with both finished office and unfinished storage area). The 37 Properties are located primarily in the suburban areas of Chicago (16), Milwaukee (7), Detroit (6), Columbus (4), Minneapolis (2), Denver (1) and Cincinnati (1). Many of the Properties offer amenities, including indoor and outdoor parking, loading dock facilities, on-site property management, in-house conference facilities and providers of food and beverage service.

        Management believes that the location and quality of construction of the Properties, as well as the Company's reputation for providing superior tenant service, enable the Company to attract and retain a diverse tenant base. As of December 31, 2001, the Properties were leased to more than 500 tenants, no single tenant accounted for more than 3.2% of the aggregate annualized base rent of the Company's portfolio and only 17 tenants individually represented more than 1% of such aggregate annualized base rent.

        The following sets forth information regarding the Company's leases with its largest tenants based upon annualized base rent as of January 1, 2002:

 
  Number
of
Leases

  Remaining
Lease
Term in
Months(1)

  Annualized
Gross Rents
(000s)

  Percentage of
Aggregate
Portfolio
Annualized
Gross Rent

  Aggregate
Rentable
Square
Feet

  Percentage of
Aggregate
Leased
Square Feet

 
BNY Clearing Services, LLC   1   20   $ 3,163   3.19 % 99,163   2.07 %
ABN AMRO Mortgage Group, Inc.   1   30     2,297   2.32 % 121,022   2.52 %
Metropolitan Life Insurance Company   3   12     2,053   2.07 % 91,794   1.91 %
The Medstat Group   1   83     1,968   1.99 % 116,007   2.42 %
Ameritech Mobile Communications, Inc.   3   3     1,838   1.85 % 90,982   1.90 %
Community Insurance Company   1   23     1,618   1.63 % 77,206   1.61 %
Ernst & Young, LLP   1   23     1,580   1.59 % 58,859   1.23 %
United HealthCare Services                            
of Minnesota, Inc.   1   50     1,544   1.56 % 90,052   1.88 %
Legion Insurance Company   1   50     1,462   1.48 % 58,642   1.22 %
CH2M Hill, Inc.   1   10     1,447   1.46 % 65,428   1.36 %
Merrill Lynch, Pierce, Fenner &
Smith Inc.
  3   58     1,231   1.24 % 59,742   1.24 %
General Services Administration   2   9     1,215   1.23 % 55,995   1.17 %
AT&T Corporation   2   12     1,190   1.20 % 61,428   1.28 %
PrairieComm Inc.   1   48     1,075   1.09 % 39,864   0.83 %
American Express   2   22     1,013   1.02 % 40,590   0.85 %
Jones Cyber Solutions   1   49     1,012   1.02 % 43,105   0.90 %
Motorola, Inc.   2   18     987   1.00 % 35,525   0.74 %
   
 
 
 
 
 
 
Total/Weighted Average   24   32   $ 26,693   26.94 % 1,205,404   25.13 %

(1)
Weighted average calculation based on aggregate leased square footage for each tenant.

6


        The following table sets forth certain of the information as of January 1, 2002 regarding the Properties.

Property location
  Property
Type

  Ownership
Interest

  Company
Ownership
%

  Year Built
  Date Acquired
  Land Area in Acres
  Square
footage

  Occupancy
1/1/02

  Encumbrance
(000's omitted)

 
SUBURBAN CHICAGO                                        
1900 East Golf Rd.
Schaumburg, IL
  Multi-story Office   Fee   100 % 1980   Dec-96   12.9   266,910   97.9 %    
1600 Golf Rd.
Rolling Meadows, IL
  Multi-story Office   Fee   100 % 1986   Mar-01   6.0   252,476   85.7 % $ 16,750  
1750 East Golf Rd.
Schaumburg, IL
  Multi-story Office   Fee   100 % 1985   Sep-97   7.7   212,212   100.0 %    
3000 Lakeside Dr.
Bannockburn, IL
  Multi-story Office   Fee   100 % 1997   Aug-01   15.1   202,218   81.5 %    
1011 East Touhy Ave.
Des Plaines, IL
  Multi-story Office   Fee   100 % 1978   Dec-93   5.3   153,777   87.9 %     (1)
3030 Warrenville Rd.
Lisle, IL
  Multi-story Office   Fee   100 % 1988   Sep-98   15.8   149,494   87.8 %    
1920 & 1930 Thoreau Dr.
Schaumburg, IL
  Single-story Office   Fee   100 % 1986   Aug-00   8.7   109,647   81.6 % $ 6,250  
1660 Feehanville Dr.
Mount Prospect, IL
  Multi-story Office   Fee   100 % 1989   Aug-95   7.3   85,487   100.0 %    
175 E. Hawthorn Pkwy.
Vernon Hills, IL
  Multi-story Office   Fee   100 % 1987   Sep-94   4.6   84,555   84.6 %     (1)
3400 Dundee Rd.
Northbrook, IL
  Multi-story Office   Fee   100 % 1986   Oct-93   2.6   75,897   90.9 %     (1)
191 Waukegan Rd.
Northfield, IL
  Multi-story Office   Fee   100 % 1983   Sep-98   3.5   62,081   68.9 %    
823 Commerce Dr.
Oak Brook, IL
  Multi-story Office   Fee   100 % 1969   Nov-95   2.6   45,098   86.5 %    
Two Marriott Dr.
Lincolnshire, IL
  Single story Office   Fee   100 % 1985   Jul-96   3.4   41,500   100.0 %     (1)
160-185 Hansen Ct.
Wood Dale, IL
  Single story Office/Office service   Fee   100 % 1986   Jan-94   10.6   113,941   70.0 %    
3455, 3550,
3555 Salt Creek Ln.
Arlington Heights, IL
  Single story Office/Office service   Fee   100 % 1984   Oct-97   8.7   98,382   62.0 %    
601 Campus Dr.
Arlington Heights, IL
  Single story Office/Office service   Fee   100 % 1987   May-93   6.0   96,219   79.0 %     (1)

SUBURBAN MILWAUKEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
111 East Kilbourn Ave.
Milwaukee, WI
  Multi-story Office   Fee   100 % 1988   Apr-98   0.6   373,429   97.3 % $ 32,897  
11270 W. Park Place
Milwaukee, WI
  Multi-story Office   Fee   100 % 1984   Sep-95   7.9   198,304   51.1 %     (1)
2514 S. 102nd St. &
10150 W. National Ave.
West Allis, WI
  Multi-story Office   Fee   100 % 1987   Nov-96   6.8   120,937   85.7 %     (1)
150, 175, 250 Patrick Blvd.
Brookfield, WI
  Single story Office/Office service   Fee   100 % 1987   Jun-94   12.0   116,299   69.5 % $ 2,857  
N17W24222 Riverwood Dr.
Pewaukee, WI
  Multi-story Office   Fee   100 % 1999   Dec-99   8.8   96,956   94.9 %    
375 Bishop's Way
Brookfield, WI
  Multi-story Office   Fee   100 % 1987   Apr-97   4.1   53,747   87.9 %    
11925 W. Lake Park Dr.
Milwaukee, WI
  Single story Office   Fee   100 % 1989   Jun-93   3.4   36,037   79.3 %     (1)

7



SUBURBAN
MINNEAPOLIS/
ST. PAUL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
2550 University Ave. W
St. Paul, MN
  Multi-story Office   Fee   100 % 1916   Dec-96/
Jul-98
  4.4   322,422   95.7 %    
2221 University Ave. SE
Minneapolis, MN
  Multi-story Office   Fee   100 % 1979   May-95   2.8   97,388   68.3 % $ 3,960  

SUBURBAN DETROIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
777 East Eisenhower Pkwy.
Ann Arbor, MI
  Multi-story Office   Fee   100 % 1975   Dec-97   23.6   280,585   99.0 %    
32255 Northwestern Hwy.
Farmington Hills, MI
  Multi-story Office   Fee   100 % 1986   Dec-97   12.9   230,345   96.7 % $ 11,308  
305, 315 &
325 Eisenhower Pkwy.
Ann Arbor, MI
  Multi-story Office   Fee   100 % 1983- 1989   May-99   17.9   179,451   84.6 %    
1301 W. Long Lake Rd.
Troy, MI
  Multi-story Office   Fee   100 % 1988   Nov-96   11.5   170,457   90.2 %     (1)
No. 40 Oak Hollow
Southfield, MI
  Multi-story Office   Fee   100 % 1989   Dec-96   5.7   81,088   100.0 %     (1)
24800 Denso Dr.
Southfield, MI
  Multi-story Office   Fee   100 % 1987   Aug-95   10.5   79,550   92.5 %     (1)

SUBURBAN COLUMBUS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
655 Metro Place
South Dublin, OH
  Multi-story Office   Fee   100 % 1986   Sep-97   15.0   215,676   90.0 %    
175 South Third St.
Columbus, OH
  Multi-story Office   (2)   100 % 1981   Jan-98   0.5 (2) 197,409   94.3 %    
425 Metro Place
North Dublin, OH
  Multi-story Office   Fee   100 % 1982   Sep-97   6.3   101,592   81.4 %    
4860-5000 Blazer
Memorial Pkwy.
Dublin, OH
  Single story Office/Office service   Fee   100 % 1986   Sep-96   13.7   124,929   86.9 %    

SUBURBAN CINCINNATI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
30 Merchant St.
Springdale, OH
  Multi-story Office   Fee   100 % 1988   Apr-96   5.9   95,910   100.0 %    

SUBURBAN DENVER

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
116 Inverness Dr.
East Englewood, CO
  Multi-story Office   Fee   100 % 1984   May-98   7.4   205,716   100.0 % $ 11,660  
                           
 
       
Totals                           5,428,121   88.4 %      
                           
 
       

Footnotes: (dollars in thousands)

(1)
These properties are pledged as collateral for a mortgage loan with an outstanding balance of $69,146 at December 31, 2001.

(2)
The land beneath this property is subject to a land lease expiring November 30, 2044 with one 15-year extension option. Annual rental payments are $50.

8


Leases

        The Company's leases are structured for terms that range from one to ten years. These leases are a mixture of net leases (where tenants pay their pro rata share of real estate tax and operating expenses), and gross leases (under which tenants typically pay for all real estate tax and operating expenses above those for an established base year or agreed expense floor). Leases on a significant portion of the rentable square feet in the Company's portfolio are net leases that were in existence upon the Company's acquisition of the Properties. However, whether structured as net leases or gross leases, virtually all leases entered into by the Company require tenants to reimburse the Company for the tenant's pro-rata share of real estate tax and operating expense increases. The Company is generally responsible for structural repairs.

        Leases often contain provisions permitting tenants to renew at prevailing market rates. Certain leases contain provisions, which permit the tenant to terminate its lease upon written notice to the Company, subject to the tenant's obligation to pay a termination penalty. Such termination penalties are generally negotiated with a tenant when a lease is executed and are usually calculated to compensate the Company for unamortized tenant improvements and leasing commissions at the termination date, and, in certain instances, for rent on the space for a period of months after the termination date.

        Lease Distributions. The following table sets forth information relating to the distribution of the Company's leases based on rentable square feet under lease, as of January 1, 2002.

Square Feet
Under Lease

  Percentage
Of Aggregate
Portfolio Leased
Square Feet

  Annualized
Base Rent
(000's omitted)

  Percentage
Of Aggregate
Portfolio Annualized
Base Rent

 
2,500 or Less   6.1 % $ 5,055   6.3 %
2,501—5,000   11.4 %   9,580   11.9 %
5,001—7,500   9.1 %   7,105   8.8 %
7,501—10,000   5.6 %   3,994   5.0 %
10,001—20,000   19.0 %   15,110   18.8 %
20,001—40,000   21.9 %   15,839   19.7 %
40,001 +   26.9 %   23,693   29.5 %
Totals   100.0 % $ 80,376   100.0 %

9


        Lease Expirations—Portfolio Total. The following table sets forth a summary schedule of the lease expirations for leases on the Properties in place as of January 1, 2002, assuming that none of the tenants exercises renewal options or termination rights, if any, at or prior to the scheduled expirations.

Year of Lease Expiration
  Square
Footage
of Expiring
Leases

  Percentage of
Total Leased Square Footage

  Annualized Base
Rent of
Expiring Leases
(000's omitted)
At Expiration

  Percentage of
Total Annualized Base Rent

 
2002   936,006   19.9 % $ 16,615   20.7 %
2003   1,089,828   23.1 %   20,397   25.4 %
2004   783,910   16.6 %   12,667   15.7 %
2005   554,853   11.8 %   8,804   10.9 %
2006   542,369   11.5 %   9,715   12.1 %
2007   306,003   6.5 %   3,794   4.7 %
2008   241,225   5.1 %   3,869   4.8 %
2009   97,498   2.1 %   1,654   2.1 %
2010   140,576   3.0 %   2,456   3.1 %
2011   18,579   0.4 %   405   0.5 %
Totals   4,710,847   100.0 % $ 80,376   100.0 %

        The following table combines certain historical information regarding tenants at the Properties who renewed an existing lease at or prior to the expiration of the existing lease:

 
  1997
  1998
  1999
  2000
  2001
 
Aggregate rentable square footage of expiring
leases (1)
  347,150   703,759   611,274   836,284   864,843  
Aggregate rentable square footage of lease
renewals
  175,247   410,752   422,940   492,569   485,177  
Percentage of expiring rentable square footage renewed   50 % 58 % 69 % 59 % 56 %

(1)
The aggregate rentable square footage of expiring leases excludes those leases for tenants that vacated subsequent to the Company's acquisition of a property where the Company believes the decision to vacate was made prior to the Company's acquisition of the property.


ITEM 3—LEGAL PROCEEDINGS

        As of December 31, 2001, the Company was not a party to any material legal proceedings.


ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters were submitted to a vote of shareholders during the fourth quarter of the fiscal year ended December 31, 2001.

10




ITEM 4A—EXECUTIVE OFFICERS OF THE REGISTRANT

        The Company's executive officers are elected annually and, subject to the terms of any applicable employment agreements, serve at the pleasure of the Company's Board of Trustees. The following table sets forth certain information with respect to the executive officers of the Company:

Name