UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

Item 1. Changes in Control of Registrant.

          Not Applicable.

Item 2. Acquisition or Disposition of Assets.

          Not Applicable.

Item 3. Bankruptcy or Receivership.

          Not Applicable.

Item 4. Changes in Registrant’s Certifying Accountant.

          Not Applicable.

Item 5. Other Events

          Not Applicable.

Item 6. Resignation of Registrant’s Directors.

          Not Applicable.

Item 7. Financial Statements and Exhibits.

          (a)-(b) Not Applicable.

          (c) Not Applicable.

Item 8. Change in Fiscal Year.

     Not Applicable.

Item 9. Regulation FD Disclosure.

     In this Item 9 of Form 8-K, the words “we,” “our,” “ours” and “us” refer to the Registrant.

     As reported in our press release, dated July 24, 2003, and filed as an exhibit to Form 8-K, dated July 25, 2003, we announced that we had been selected as the winning bidder for two office buildings located in the Washington, D.C. metropolitan area.

     We expect to fund a portion of the purchase price for the acquisition of these two office buildings through a public offering of shares of our common stock. We expect to pay the remaining balance by borrowings under our $225 million credit facility.

     As reported in our press release, dated July 25, 2003, we announced that an underwritten public offering of 5,600,000 shares of our common stock had been priced at $18 per share, with net proceeds to us of $95.6 million.

     Set forth below are the material terms contained in our Registration Statement with respect to the public offering and the risks associated with the acquisition of the buildings or our failure to consummate the transaction.

Property Acquisition

      Overview. On July 23, 2003, we submitted a bid of $142.8 million to acquire two Class A office buildings originally owned and occupied by MCI WorldCom, Inc. located in an area of Arlington, Virginia known as Pentagon City (the Washington, D.C. metropolitan area). Our bid was accepted and we expect to use the net proceeds from this offering to fund a portion of the purchase price for these buildings. The remaining portion of the purchase price will be funded through borrowings under our $225 million credit facility. Because MCI Worldcom is in bankruptcy, the properties are being sold by order of the U.S. Bankruptcy Court in the Southern District of New York for the benefit of the creditors of WorldCom, Inc. In that regard, our bid must be approved by the Bankruptcy Court, which approval is anticipated to occur on July 29, 2003. In addition to the bid amount, we will be committed to fund an additional $28.9 million for building and tenant improvements, and other costs related to the lease described below.

      Tenant and Lease Term. The properties are leased to The United States of America (“USA”) to be used as the headquarters of the Transportation Security Administration (“TSA”). The lease was executed in December 2002 and TSA began occupying space in the buildings in phases beginning in January 2003. The lease will expire in 2014.

      Property Description. The properties include two Class A office buildings containing an aggregate of 540,707 rentable square feet (491,607 usable square feet for purposes of calculating rent) and a two-level garage with 1,079 parking spaces.

      Lease Summary. USA executed a modified net lease (i.e., the landlord pays certain property related operating costs), that commenced for a portion of the properties in December 2002. Once fully occupied, USA will pay $17.2 million in annual rent for the buildings plus $1.2 million in annual rent for the parking structure. USA is responsible for the actual amount of real estate taxes above the base year amount and increases in operating expenses above a base year amount of $2.7 million, subject to a consumer price index (CPI) cap. As landlord, we will be responsible for property insurance. Although our expected current return on the office properties is less than the return on other properties in our portfolio, we believe that the acquisition provides a unique opportunity to enter the office sector.

Risks associated with our proposed acquisition of two office buildings in Arlington, Virginia.

Risks related to acquiring property from a bankrupt estate.

      On July 23, 2003, we submitted a bid of $142.8 million to acquire two office buildings originally owned and occupied by MCI WorldCom, Inc. located in an area in Arlington, Virginia, known as Pentagon City. Our bid was accepted and we intend to use the proceeds from this offering to fund a portion of the purchase price for these buildings. In addition to this bid amount, we will be committed to fund additional amounts for building and tenant improvements, currently estimated to be approximately $28.9 million and other costs related to the lease. Because MCI WorldCom is in bankruptcy, the properties are being sold by order of the U.S. Bankruptcy Court in the Southern District of New York for the benefit of the creditors of WorldCom, Inc. In that regard, our bid must be approved by the court.

      Because our bid to purchase these buildings is subject to approval by the U.S. Bankruptcy Court, we will not be able to consummate the purchase of these buildings or use the proceeds of the offering to purchase the buildings until we have received court approval. Furthermore, prior to the approval of the U.S. Bankruptcy Court, a previously accepted bid may, nonetheless, be objected to by competing bidders or other interested parties. On July 24, 2003, a competing bidder that was excluded from the July 23, 2003 bidding process on procedural grounds, filed an objection seeking among other things, that no order approving the sale of the properties be entered into by the U.S. Bankruptcy Court. The competing bid was for approximately $143.7 million. The U.S. Bankruptcy Court has the discretion to accept and approve this competing bid over our bid. The outcome of this motion cannot be determined at this time. The U.S. Bankruptcy Court may reject our bid, in its discretion, and there can be no assurance that we will be able to complete the purchase of these buildings. If we are unable to purchase these buildings, we can provide no assurance as to if, or when, we will be able to invest the proceeds of this offering in other properties that meet our criteria. As a result, if we are unable to invest the proceeds from this offering in the Pentagon City buildings or other suitable investments, or if we experience a material delay in completing such investment, the issuance of common stock in this offering may be dilutive to our stockholders and adversely affect our ability to pay dividends to our stockholders.