SEC Info - First Potomac Realty Trust - ‘S-11MEF’ on 6/17/04

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First Potomac Realty Trust – ‘S-11MEF’ on 6/17/04

On: Thursday, 6/17/04, at 9:49pm ET · Effective: 6/17/04 · Accession #: 950133-4-2439 · File #s: 333-115958, 333-116611

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/17/04  First Potomac Realty Trust        S-11MEF     6/17/04    4:55K                                    Bowne - DC/FA

Registration of Additional Securities — Form S-11
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-11MEF     Registration of Additional Securities               HTML     25K 
 2: EX-5.1      Opinion re: Legality                                HTML     19K 
 3: EX-8.1      Opinion re: Tax Matters                             HTML     19K 
 4: EX-23.3     Consent of Experts or Counsel                       HTML      8K

S-11MEF — Registration of Additional Securities

This is an HTML Document rendered as filed. [ Alternative Formats ]

sv11mef

As filed with the Securities and Exchange Commission, via EDGAR, on June 17, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form S-11

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

First Potomac Realty Trust

(Exact Name of Registrant as Specified in its Governing Instruments)

7200 Wisconsin Avenue, Suite 310, Bethesda, Maryland 20814

(301) 986-9200

(Address, Including Zip Code, and Telephone Number, Including

Area Code, of Registrant’s Principal Executive Offices)

Douglas J. Donatelli

7200 Wisconsin Avenue, Suite 310

Bethesda, Maryland 20814

(301) 986-9200

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

with a copy to:


David C. Wright Edward W. Elmore, Jr. Hunton & Williams LLP Riverfront Plaza, East Tower 951 E. Byrd Street Richmond, Virginia 23219 (804) 788-8200		John J. Jenkins Calfee, Halter & Griswold LLP 1400 McDonald Investment Center 800 Superior Avenue Cleveland, OH 44114 (216) 622-8200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: x 333-115958

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o

CALCULATION OF REGISTRATION FEE






	Proposed Maximum
	Aggregate Offering	Amount of
Title of Securities Being Registered	Price	Registration Fee(1)


Common Shares of Beneficial Interest, $0.001 par value	$11,362,000	$1,440


(1)	The Registrant hereby certifies that (i) the Registrant has instructed a bank to transmit by wire transfer the filing fee to the Securities and Exchange Commission, (ii) the Registrant will not revoke such instruction and (iii) the Registrant has sufficient funds in such account to cover the amount of the registration fee.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), and General Instruction G of Form S-11. The contents of the Registration Statement on Form S-11 (Registration No. 333-115958) filed by First Potomac Realty Trust (the “Company”) pursuant to the Act with the Securities and Exchange Commission (the “Commission”) on May 27, 2004, as amended, including the exhibits thereto, and declared effective by the Commission on June 17, 2004, is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bethesda, State of Maryland, on the 17th day of June, 2004.


	FIRST POTOMAC REALTY TRUST


	By:	/s/ *BARRY H. BASS*



	Barry H. Bass

	Senior Vice President and Chief Financial Officer



Signature	Title	Date


* Louis T. Donatelli	Chairman of the Board of Trustees	June 17, 2004

/s/ *DOUGLAS J. DONATELLI* Douglas J. Donatelli	President, Chief Executive Officer and Trustee (Principal Executive Officer)	June 17, 2004

/s/ *BARRY H. BASS* Barry H. Bass	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	June 17, 2004

* Richard B. Chess	Trustee	June 17, 2004

* Robert H. Arnold	Trustee	June 17, 2004

* J. Roderick Heller, III	Trustee	June 17, 2004

* R. Michael McCullough	Trustee	June 17, 2004

* Terry L. Stevens	Trustee	June 17, 2004

* By Barry H. Bass, Attorney in Fact

EXHIBIT INDEX


Exhibit			Description of Document

	5	.1	Opinion of Saul Ewing LLP with respect to the legality of the shares being registered.
	8	.1	Opinion of Hunton & Williams LLP with respect to tax matters.
	23	.1	Consent of Saul Ewing LLP (included in its opinion filed as Exhibit 5.1 hereto).
	23	.2	Consent of Hunton & Williams LLP (included in its opinion filed as Exhibit 8.1 hereto).
	23	.3	Consent of KPMG LLP (independent auditors).

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-11MEF’ Filing	Date	Other Filings

Filed on / Effective on:	6/17/04	8-K
	5/27/04	8-K, S-11
		List all Filings

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