-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gxu1zJ009D8i6/r4iZnW7ySbyrAx6EvxZ7Pq9n3014zxFvCMluMbC2Y0PSV3BkVq WYpWE1nT8Znae+sPj/hNKA== 0001104659-09-008801.txt : 20090212 0001104659-09-008801.hdr.sgml : 20090212 20090212153856 ACCESSION NUMBER: 0001104659-09-008801 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 GROUP MEMBERS: AEW CAPITAL MANAGEMENT, INC. GROUP MEMBERS: AEW INVESTMENT GROUP, INC. GROUP MEMBERS: AEW MANAGEMENT AND ADVISORS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST POTOMAC REALTY TRUST CENTRAL INDEX KEY: 0001254595 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 371470730 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79599 FILM NUMBER: 09594566 BUSINESS ADDRESS: STREET 1: 7600 WISCONSIN AVENUE STREET 2: 11TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019869200 MAIL ADDRESS: STREET 1: 7600 WISCONSIN AVENUE STREET 2: 11TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AEW CAPITAL MANAGEMENT L P/MA CENTRAL INDEX KEY: 0001046187 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: WORLD TRADE CENTER EAST STREET 2: TWO SEAPORT LANE CITY: BOSTON STATE: MA ZIP: 02110-2021 BUSINESS PHONE: 6172629324 MAIL ADDRESS: STREET 1: WORLD TRADE CENTER EAST STREET 2: TWO SEAPORT LANE CITY: BOSTON STATE: MA ZIP: 02110-2021 SC 13G 1 a09-5043_5sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b) (c), and (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

First Potomac Realty Trust

(Name of Issuer)

Common Stock

(Title of Class of Securities)

33610F109

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on the following pages)

 


 

CUSIP No. 33610F109

 

 

(1)

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

AEW Capital Management, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(5)

Sole Voting Power
1,693,200

 

(6)

Shared Voting Power
None

 

(7)

Sole Dispositive Power
1,984,700

 

(8)

Shared Dispositive Power
None

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,700 shares of Common Stock

 

 

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
10.22%

 

 

(12)

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No. 33610F109

 

 

(1)

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

AEW Capital Management, Inc.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(5)

Sole Voting Power
1,693,200

 

(6)

Shared Voting Power
None

 

(7)

Sole Dispositive Power
1,984,700

 

(8)

Shared Dispositive Power
None

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,700 shares of Common Stock

 

 

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
10.22%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 

3


 

CUSIP No. 33610F109

 

 

(1)

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

AEW Management and Advisors, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(5)

Sole Voting Power
1,693,200

 

(6)

Shared Voting Power
None

 

(7)

Sole Dispositive Power
1,984,700

 

(8)

Shared Dispositive Power
None

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,700 shares of Common Stock

 

 

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
10.22%

 

 

(12)

Type of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No. 33610F109

 

 

(1)

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
AEW Investment Group, Inc.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(5)

Sole Voting Power
1,693,200

 

(6)

Shared Voting Power
None

 

(7)

Sole Dispositive Power
1,984,700

 

(8)

Shared Dispositive Power
None

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,984,700 shares of Common Stock

 

 

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

(11)

Percent of Class Represented by Amount in Row (9)
10.22%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 

5


 

CUSIP No. 33610F109

 

STATEMENT ON SCHEDULE 13G

 

Item 1(a).

Name of Issuer:

First Potomac Realty Trust

Item 1(b).

Address of Issuer’s Principal Executive Offices:

7600 Wisconsin Avenue, Floor 11

Bethesda, Maryland 20814

 

Item 2(a).

Name of Person Filing:

AEW Capital Management, L.P.

AEW Capital Management, Inc.

AEW Management and Advisors, L.P.

AEW Investment Group, Inc.

Item 2(b).

Business Mailing Address for the Person Filing:

World Trade Center East

Two Seaport Lane

Boston, MA 02110-2021

Item 2(c).

Citizenship:

Delaware for AEW Capital Management, L.P.

Massachusetts for AEW Capital Management, Inc.

Delaware for AEW Management and Advisors, L.P.

Massachusetts for AEW Investment Group, Inc.

Item 2(d).

Title of Class of Securities:

Common Stock

Item 2(e).

CUSIP Number:

33610F109

 

Item 3.

If this statement is filed pursuant to rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

Not Applicable

 

6


 

Item 4.

Ownership:

 

(a)

Amount Beneficially Owned:   

1,984,700 shares of Common Stock

 

(b)

Percent of Class Owned:   

10.22%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

1,693,200 shares of Common Stock

 

 

(ii)

Shared power to vote or to direct the vote:    

None

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

1,984,700 shares of Common Stock

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

None

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group:

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group:

 

Not Applicable

 

7


 

Item 10.

Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2009

&n bsp;

 

AEW CAPITAL MANAGEMENT, L.P.

 

 

 

By:

AEW Capital Management, Inc., its

 

 

general partner

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:  James J. Finnegan

 

 

Title:    Vice President

 

 

 

 

AEW CAPITAL MANAGEMENT, INC.

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:  James J. Finnegan

 

 

Title:    Vice President

 

 

 

 

AEW MANAGEMENT AND ADVISORS, L.P.

 

 

 

 

By:

AEW INVESTMENT GROUP, Inc., its

 

 

general partner

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:  James J. Finnegan

 

 

Title:    Vice President

 

 

 

 

AEW INVESTMENT GROUP INC.

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:  James J. Finnegan

 

 

Title:    Vice President

 

8


 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Brandywine Realty Trust and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

 

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 12th day of February, 2009.

 

 

 

 

AEW CAPITAL MANAGEMENT, L.P.

 

By:

  AEW Capital Management, Inc., its

 

 

  General partner

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:  James J. Finnegan

 

 

Title:    Vice President

 

 

 

 

 

 

AEW CAPITAL MANAGEMENT, INC.

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:  James J. Finnegan

 

 

Title:    Vice President

 

 

 

AEW MANAGEMENT AND ADVISORS, L.P.

 

By:

  AEW Investment Group, Inc., its

 

 

  General partner

 

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:  James J. Finnegan

 

 

Title:    Vice President

 

 

 

 

 

AEW INVESTMENT GROUP, INC.

 

 

 

By:

/s/ James J. Finnegan

 

 

Name:  James J. Finnegan

 

 

Title:    Vice President

 

 

 

 -----END PRIVACY-ENHANCED MESSAGE-----