Page 1 of 27 Pages
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CUSIP NO. 804395 10 1
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13D
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Page 2 of 27 Pages
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1.
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NAMES OF REPORTING PERSONS
B. Francis Saul
II
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
SC, OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. SOLE VOTING POWER (See Item 6)
34,609
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8. SHARED VOTING POWER (See Item 6)
8,984,865
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9. SOLE DISPOSITIVE POWER (See Item 6)
34,609
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10. SHARED DISPOSITIVE POWER (See Item 6)
8,984,865
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,019,474
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.2%
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14.
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TYPE OF REPORTING PERSON
IN
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CUSIP NO. 804395 10 1
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13D
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Page 3 of 27 Pages
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1.
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NAMES OF REPORTING PERSONS
B. F. Saul Property Company
(formerly Franklin Property Company)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
SC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. SOLE VOTING POWER (See Item 6)
267,009
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8. SHARED VOTING POWER (See Item 6)
0
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9. SOLE DISPOSITIVE POWER (See Item 6)
267,009
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10. SHARED DISPOSITIVE POWER (See Item 6)
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
267,009
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
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14.
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TYPE OF REPORTING PERSON
CO
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CUSIP NO. 804395 10 1
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13D
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Page 4 of 27 Pages
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1.
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NAMES OF REPORTING PERSONS
Westminster Investing
Corporation
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
SC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. SOLE VOTING POWER (See Item 6)
403,726
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8. SHARED VOTING POWER (See Item 6)
0
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9. SOLE DISPOSITIVE POWER (See Item 6)
403,726
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10. SHARED DISPOSITIVE POWER (See Item 6)
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
403,726
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
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14.
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TYPE OF REPORTING PERSON
CO
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CUSIP NO. 804395 10 1
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13D
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Page 5 of 27 Pages
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1.
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NAMES OF REPORTING PERSONS
Van Ness Square Corporation
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
SC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. SOLE VOTING POWER (See Item 6)
35,062
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8. SHARED VOTING POWER (See Item 6)
0
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9. SOLE DISPOSITIVE POWER (See Item 6)
35,062
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10. SHARED DISPOSITIVE POWER (See Item 6)
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,062
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14.
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TYPE OF REPORTING PERSON
CO
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CUSIP NO. 804395 10 1
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13D
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Page 6 of 27 Pages
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1.
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NAMES OF REPORTING PERSONS
B.F. Saul
Company
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
SC, WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
District of Columbia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7. SOLE VOTING POWER (See Item 6)
225,331
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8. SHARED VOTING POWER (See Item 6)
6,807,518
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9. SOLE DISPOSITIVE POWER (See Item 6)
225,331
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10. SHARED DISPOSITIVE POWER (See Item 6)
6,807,518
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,032,849
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12.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.6%
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14.
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TYPE OF REPORTING PERSON
CO
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CUSIP NO. 804395 10 1
|
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13D
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Page 7 of 27 Pages
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1.
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NAMES OF REPORTING PERSONS
B.F. Saul Real Estate
Investment Trust
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
|
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SEC USE ONLY
|
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4.
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SOURCE OF FUNDS
SC, WC
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5.
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7. SOLE VOTING POWER (See Item 6)
6,105,205
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8. SHARED VOTING POWER (See Item 6)
435,304
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9. SOLE DISPOSITIVE POWER (See Item 6)
6,105,205
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10. SHARED DISPOSITIVE POWER (See Item 6)
435,304
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,540,509
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12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.9%
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14.
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TYPE OF REPORTING PERSON
OO
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CUSIP NO. 804395 10 1
|
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13D
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Page 8 of 27 Pages
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1.
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NAMES OF REPORTING PERSONS
Avenel Executive Park Phase
II, L.L.C.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3.
|
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SEC USE ONLY
|
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4.
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SOURCE OF FUNDS
SC
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5.
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7. SOLE VOTING POWER (See Item 6)
659
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8. SHARED VOTING POWER (See Item 6)
0
|
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9. SOLE DISPOSITIVE POWER (See Item 6)
659
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10. SHARED DISPOSITIVE POWER (See Item 6)
0
|
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11.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
659
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|
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12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
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14.
|
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TYPE OF REPORTING PERSON
OO
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CUSIP NO. 804395 10 1
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13D
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Page 9 of 27 Pages
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1.
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NAMES OF REPORTING PERSONS
Dearborn,
L.L.C.
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2.
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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|
3.
|
|
SEC USE ONLY
|
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|
4.
|
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SOURCE OF FUNDS
SC
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5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7. SOLE VOTING POWER (See Item 6)
434,645
|
|
8. SHARED VOTING POWER (See Item 6)
0
|
|
9. SOLE DISPOSITIVE POWER (See Item 6)
434,645
|
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10. SHARED DISPOSITIVE POWER (See Item 6)
0
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
434,645
|
|
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12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
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¨
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
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14.
|
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TYPE OF REPORTING PERSON
OO
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Page
10
of 27 Pages
AMENDMENT NO. 27
TO
SCHEDULE 13D
ITEM 1.
|
Security and Issuer.
|
This statement on Schedule
13D, as amended from time to time (the Schedule 13D) is being filed with respect to the Common Stock, par value $.01 per share (the Common Stock) of Saul Centers, Inc., a Maryland corporation (Saul Centers), whose
principal executive offices are located at 7501 Wisconsin Avenue, Suite 1500, Bethesda, Maryland 20814.
ITEM 2.
|
Identity and Background.
|
Item 2 is amended in
its entirety to read as follows:
This statement is filed by (1) B. Francis Saul II, (2) B. F. Saul Property Company (formerly
Franklin Property Company), (3) Westminster Investing Corporation, (4) Van Ness Square Corporation, (5) B. F. Saul Company (the Saul Company), (6) B. F. Saul Real Estate Investment Trust (the Saul Trust),
(7) Avenel Executive Park Phase II, L.L.C. and (8) Dearborn, L.L.C., all or some of whom may be considered a group for the purposes of Rule 13d-1. B.F. Saul Property Company, Westminster Investing Corporation, Van Ness Square Corporation,
the Saul Company, the Saul Trust, Avenel Executive Park Phase II, L.L.C. and Dearborn, L.L.C. are hereinafter referred to collectively as the Saul Entities.
B. Francis Saul II is Chairman of the Board, a Director and Chief Executive Officer of (i) Saul Centers, (ii) the Saul Company, (iii) the Saul Trust, and (iv) Chevy Chase Bank, F.S.B. (Chevy
Chase). The business address for Mr. Saul, Saul Centers, Saul Company, the Saul Trust and Chevy Chase is 7501 Wisconsin Avenue, Bethesda, Maryland 20814. The principal business of each of the foregoing entities (except for Chevy Chase,
which is a federally chartered savings bank) is the development, ownership and management of real estate, directly or through subsidiary entities. The Saul Company is a corporation organized and existing under the laws of the District of Columbia.
The Saul Trust, a real estate investment trust organized and existing under Maryland law, is a majority owned subsidiary of the Saul Company. Chevy Chase is a majority owned subsidiary of the Saul Trust.
B. F. Saul Property Company, a Maryland corporation, and a wholly owned subsidiary of the Saul Company, is a company principally engaged in real estate
management.
Westminster Investing Corporation, a New York corporation, is a company formerly engaged in the ownership and development of
real estate and currently principally engaged in the ownership of equity interests in affiliated entities.
Page
11
of 27 Pages
Van Ness Square Corporation, a Maryland corporation, is a company formerly engaged in the ownership
and development of real estate and currently principally engaged in the ownership of equity interests in affiliated entities.
Avenel
Executive Park Phase II, L.L.C., a Maryland limited liability company, is a company engaged in the ownership of equity interests in affiliated entities. The Saul Trust is the sole member of Avenel Executive Park Phase II, L.L.C.
Dearborn, L.L.C., a Delaware limited liability company, is a company engaged in the ownership and development of real estate and the ownership of equity
interests in affiliated entities. The Saul Trust is the sole member of Dearborn, L.L.C.
The address of the principal business and
principal office of each of the Saul Entities is 7501 Wisconsin Avenue, Bethesda, Maryland 20814.
Information about the directors and/or
executive officers of each of the Saul Entities is set forth in the following tables. B. Francis Saul II is ultimately in control of each of the Saul Entities.
B. F. Saul Property Company
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Name
1
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Position with Company and Present Principal Occupation if Different
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B. Francis Saul III
|
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Chairman of the Board and President; Vice Chairman, Chevy Chase Bank, F.S.B., President and Director, Saul Centers, Inc.
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Ross E. Heasley
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Vice President and Director; Vice President and Assistant Secretary, Saul Centers, Inc.
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Thomas H. McCormick
|
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Senior Vice President and Director; Executive Vice President and General Counsel, Chevy Chase Bank, F.S.B.; Senior Vice President and General Counsel, Saul Centers, Inc.
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|
Jessica L. Parker
|
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Secretary and Director; Group Vice President, Chevy Chase Bank, F.S.B.
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Steven N. Corey
|
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Senior Vice President Office Leasing
|
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Henry C. Parrish III
|
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Senior Vice President
|
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Mark G. Carrier
|
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Senior Vice President
|
1
|
The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland
20814.
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Page
12
of 27 Pages
|
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Kenneth D. Shoop
|
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Treasurer and Vice President
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James P. Sprouse
|
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Vice President
|
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Merle F. Sustersich
|
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Vice President
|
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Bryon S. Barlow
|
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Senior Vice President Office Management
|
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Enio P. Guerra
|
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Vice President
|
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Barbara I. Reifsnider
|
|
Vice President
|
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Alison B. Rubin
|
|
Vice President
|
|
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Kenneth F. Kovach
|
|
Vice President
|
|
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Donald A. Hachey
|
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Vice President
|
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Mark A. Hardy
|
|
Vice President
|
|
|
Mary Lou Mayer
|
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Vice President
|
|
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David B. Newcome
|
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Vice President
|
|
|
Daniel A. Rigaux
|
|
Vice President
|
Westminster Investing Corporation
|
|
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Name
2
|
|
Position with Company and Present Principal Occupation if Different
|
B. Francis Saul II
|
|
Chairman of the Board and President; Chairman of the Board and Chief Executive Officer, Saul Centers, Inc. and Chevy Chase Bank, F.S.B.
|
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|
B. Francis Saul III
|
|
Executive Vice President and Director; Vice Chairman, Chevy Chase Bank, F.S.B.; President and Director, Saul Centers, Inc.
|
|
|
George M. Rogers, Jr.
3
|
|
Director; Senior Counsel, Pillsbury Winthrop Shaw Pittman LLP.; Director, Chevy Chase Bank, F.S.B.
|
2
|
The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland
20814 unless otherwise indicated.
|
3
|
Mr. Rogers business address is Pillsbury Winthrop Shaw Pittman LLP,
2300 N Street, N.W., Washington, D.C. 20037.
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Page
13
of 27 Pages
|
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|
Ross E. Heasley
|
|
Vice President and Treasurer; Vice President and Assistant Secretary, Saul Centers, Inc.
|
|
|
Merle F. Sustersich
|
|
Secretary
|
|
|
Patrick T. Connors
|
|
Vice President
|
Van Ness Square Corporation
|
|
|
Name
4
|
|
Position with Company and Present Principal Occupation if Different
|
B. Francis Saul II
|
|
Chairman; Chairman of the Board and Chief Executive Officer, Saul Centers, Inc. and Chevy Chase Bank, F.S.B.
|
|
|
B. Francis Saul III
|
|
President, Secretary and Director; Vice Chairman, Chevy Chase Bank, F.S.B.; President and Director, Saul Centers, Inc.
|
|
|
William F. Anhut, Jr.
|
|
Vice President, Treasurer and Director; Vice President, Saul Centers, Inc.
|
B. F. Saul Company
|
|
|
Name
5
|
|
Position with Company and Present Principal Occupation if Different
|
B. Francis Saul II
|
|
Chairman of the Board and President; Chairman of the Board and Chief Executive Officer, Saul Centers, Inc. and Chevy Chase Bank, F.S.B.
|
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|
B. Francis Saul III
|
|
Executive Vice President and Director; Vice Chairman, Chevy Chase Bank, F.S.B.
|
|
|
Thomas H. McCormick
|
|
General Counsel, Senior Vice President and Director; Executive Vice President and General Counsel, Chevy Chase Bank, F.S.B.; Senior Vice President and General Counsel, Saul Centers,
Inc.
|
|
|
George M. Rogers, Jr.
6
|
|
Director; Senior Counsel, Pillsbury Winthrop Shaw Pittman LLP; Director, Chevy Chase Bank, F.S.B.
|
4
|
The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland
20814 unless otherwise indicated.
|
5
|
The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland
20814.
|
6
|
Mr. Rogers business
address is Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, N.W., Washington, D.C. 20037.
|
Page
14
of 27 Pages
|
|
|
John R. Whitmore
7
|
|
Director; Senior Advisor to The Bessemer Group, Inc.; Director, Saul Centers, Inc.; Director, Chevy Chase Bank, F.S.B.
|
|
|
Stephen R. Halpin, Jr.
|
|
Senior Vice President and Chief Financial Officer; Executive Vice President and Chief Financial Officer, Chevy Chase Bank, F.S.B.
|
|
|
Mark G. Carrier
|
|
Senior Vice President
|
|
|
Patrick T. Connors
|
|
Senior Vice President
|
|
|
Steven N. Corey
|
|
Senior Vice President Office Leasing
|
|
|
William Hoy
|
|
Senior Vice President Construction
|
|
|
Jessica L. Parker
|
|
Assistant Vice President and Secretary; Group Vice President, Chevy Chase Bank, F.S.B.
|
|
|
Robert Adler
|
|
Vice President
|
|
|
Scott G. Armstrong
|
|
Vice President
|
|
|
Bryon S. Barlow
|
|
Vice President Office Management
|
|
|
Steven W. Brand
|
|
Vice President
|
|
|
Joan E. Cerimele
|
|
Vice President
|
|
|
Tricia Culpepper
|
|
Vice President; Vice President, Saul Centers, Inc.
|
|
|
Clyde R. Dismukes
|
|
Vice President
|
|
|
Deborah D. Gault
|
|
Vice President
|
|
|
Enio P. Guerra
|
|
Vice President
|
|
|
Donald A. Hachey
|
|
Vice President
|
|
|
Craig J. Hamilton
|
|
Vice President
|
|
|
Mark A. Hardy
|
|
Vice President
|
7
|
Mr. Whitmores business address is The Bessemer Group, Incorporated, 630
Fifth Avenue, New York, New York 10111.
|
Page
15
of 27 Pages
|
|
|
Burke F. Hayes
|
|
Vice President
|
|
|
Ross E. Heasley
|
|
Vice President; Vice President and Assistant Secretary, Saul Centers, Inc.
|
|
|
Kenneth F. Kovach
|
|
Vice President
|
|
|
David J. Makarsky
|
|
Vice President
|
|
|
David B. Newcome
|
|
Vice President
|
|
|
Henry C. Parrish III
|
|
Vice President
|
|
|
Victoria A. Perkins
|
|
Vice President
|
|
|
Barbara C. Phillips
|
|
Vice President; Vice President, Saul Centers, Inc.
|
|
|
Barbara I. Reifsnider
|
|
Vice President
|
|
|
Daniel A. Rigaux
|
|
Vice President
|
|
|
Mark L. Rigsby
|
|
Vice President
|
|
|
Alison B. Rubin
|
|
Vice President
|
|
|
Sandra A. Seely
|
|
Vice President
|
|
|
Kenneth D. Shoop
|
|
Vice President and Treasurer; Vice President and Chief Accounting Officer, Saul Centers, Inc.
|
|
|
John A. Spain
|
|
Vice President
|
|
|
James P. Sprouse
|
|
Vice President
|
|
|
Merle F. Sustersich
|
|
Vice President
|
|
B. F. Saul Real Estate Investment Trust
|
|
|
Name
8
|
|
Position with Company and Present Principal Occupation if Different
|
B. Francis Saul II
|
|
Trustee and Chairman; Chairman of the Board and Chief Executive Officer, Saul Centers, Inc. and Chevy Chase Bank, F.S.B.
|
8
|
The business address of each person is 7501 Wisconsin Avenue, Bethesda, Maryland
20814 unless otherwise indicated.
|
Page
16
of 27 Pages
|
|
|
Gilbert M. Grosvenor
9
|
|
Trustee; Chairman of the Board of Trustees, National Geographic Society; Director, Saul Centers, Inc.; Director, Chevy Chase Bank, F.S.B.
|
|
|
George M. Rogers, Jr.
10
|
|
Trustee; Senior Counsel, Pillsbury Winthrop Shaw Pittman LLP.; Director, Chevy Chase Bank, F.S.B.
|
|
|
John R. Whitmore
11
|
|
Trustee; Senior Advisor to The Bessemer Group, Inc.; Director, Saul Centers, Inc.; Director, Chevy Chase Bank, F.S.B.
|
|
|
Philip D. Caraci
|
|
Trustee; Vice Chairman, Saul Centers, Inc.
|
|
|
B. Francis Saul III
|
|
Trustee, Senior Vice President and Secretary; Vice Chairman, Chevy Chase Bank, F.S.B.; President and Director, Saul Centers, Inc.
|
|
|
Stephen R. Halpin, Jr.
|
|
Vice President and Chief Financial Officer; Executive Vice President and Chief Financial Officer, Chevy Chase Bank, F.S.B.
|
|
|
Thomas H. McCormick
|
|
Vice President and General Counsel; Executive Vice President and General Counsel, Chevy Chase Bank, F.S.B.; Senior Vice President and General Counsel, Saul Centers, Inc.
|
|
|
Kenneth D. Shoop
|
|
Vice President, Treasurer and Chief Accounting Officer; Vice President and Chief Accounting Officer, Saul Centers, Inc.
|
|
|
Bryon S. Barlow
|
|
Vice President
|
|
|
Patrick T. Connors
|
|
Vice President
|
|
|
Ross E. Heasley
|
|
Vice President; Vice President and Assistant Secretary, Saul Centers, Inc.
|
|
|
Mark G. Carrier
|
|
Vice President
|
|
|
Steven N. Corey
|
|
Vice President
|
9
|
Mr. Grosvenors business address is National Geographic Society, 17th
and M Streets, N.W., Washington, D.C. 20009.
|
10
|
Mr. Rogers
business address is Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, N.W., Washington, D.C. 20037
|
11
|
Mr. Whitmores
business address is The Bessemer Group, Incorporated, 630 Fifth Avenue, New York, New York 10111.
|
Page
17
of 27 Pages
|
|
|
William S. Hoy
|
|
Vice President
|
|
|
Henry C. Parrish III
|
|
Vice President
|
|
|
Daniel A. Rigaux
|
|
Vice President
|
|
|
John A. Spain
|
|
Vice President
|
|
|
Merle F. Sustersich
|
|
Vice President
|
|
Avenel Executive Park Phase II, L.L.C.
|
|
|
Name
12
|
|
Position with Company and Present Principal Occupation if Different
|
|
|
B. Francis Saul III
|
|
President; Vice Chairman, Chevy Chase Bank, F.S.B.; President and Director, Saul Centers, Inc.
|
|
|
Kenneth D. Shoop
|
|
Vice President and Treasurer; Vice President and Chief Accounting Officer, Saul Centers, Inc.
|
|
|
Ross E. Heasley
|
|
Vice President; Vice President and Assistant Secretary, Saul Centers, Inc.
|
|
|
Patrick T. Connors
|
|
Vice President
|
|
|
William S. Hoy
|
|
Vice President
|
|
|
Merle F. Sustersich
|
|
Secretary
|
|
Dearborn, L.L.C.
|
|
|
Name
13
|
|
Position with Company and Present Principal Occupation if Different
|
B. Francis Saul II
|
|
Chief Executive Officer; Chairman of the Board and Chief Executive Officer, Saul Centers, Inc. and Chevy Chase Bank, F.S.B.
|
|
|
B. Francis Saul III
|
|
President; Vice Chairman, Chevy Chase Bank, F.S.B.; President and Director, Saul Centers, Inc.
|
12
|
The business address of
each person is 7501 Wisconsin Avenue, Bethesda, Maryland 20814.
|
13
|
The business address of
each person is 7501 Wisconsin Avenue, Bethesda, Maryland 20814.
|
Page
18
of 27 Pages
|
|
|
Ross E. Heasley
|
|
Vice President; Vice President and Assistant Secretary, Saul Centers, Inc.
|
|
|
Kenneth D. Shoop
|
|
Vice President and Treasurer; Vice President and Chief Accounting Officer, Saul Centers, Inc.
|
|
|
Patrick T. Connors
|
|
Vice President
|
|
|
William S. Hoy
|
|
Vice President
|
|
|
Henry C. Parrish III
|
|
Vice President
|
|
|
Merle F. Sustersich
|
|
Secretary
|
None of the persons filing this statement has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years from the date of this Amendment. To the best of the knowledge and belief of the Saul Entities, none of the directors and/or executive officers of the Saul Entities has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years from the date of this Amendment.
None of the persons filing this statement was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years from the date of this Amendment.
To the best of the knowledge and belief of the Saul Entities, none of the directors and/or executive officers of the Saul Entities was a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violations with respect to such laws during the last five years from the date of this Amendment.
All individuals named in this Schedule 13D are citizens of the United States of America.
ITEM 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is amended in its entirety to read as follows:
Saul Centers instituted a Dividend Reinvestment and Stock Purchase Plan
in December 1995 (the DRIP) through which holders of Common Stock and holders of limited partnership interests in Saul Holdings Limited Partnership may choose to have some or all of their cash dividends or cash distributions
automatically reinvested in shares of Common Stock. Since the filing of Amendment Number 26 to this Schedule 13D, Saul Centers has issued Common Stock pursuant to the DRIP on April 30, 2007,
Page
19
of 27 Pages
July 31, 2007 and October 31, 2007. The Saul Trust, B. F. Saul Property Company, Van Ness Square Corporation, Westminster Investing Corporation,
Avenel Executive Park Phase II, L.L.C., Dearborn, L.L.C. and Saul Company all participated in the DRIP on April 30, 2007 and July 31, 2007 and, consequently, were issued additional shares of Common Stock in lieu of receiving cash payments.
The total amount reinvested and the number of shares acquired by such entities are as follows:
Saul Trust
|
|
|
|
|
|
|
|
|
Date of DRIP Reinvestment
|
|
Amount reinvested
|
|
Price per share
|
|
Number of shares
purchased
|
April 30, 2007
|
|
$
|
3,222,461.77
|
|
$
|
51.604
|
|
62,445.969
|
July 31, 2007
|
|
$
|
3,249,997.43
|
|
$
|
41.919
|
|
77,530.695
|
|
|
|
|
B. F. Saul Property Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of DRIP Reinvestment
|
|
Amount reinvested
|
|
Price per share
|
|
Number of shares
purchased
|
April 30, 2007
|
|
$
|
212,198.50
|
|
$
|
51.604
|
|
4,112.055
|
July 31, 2007
|
|
$
|
213,997.73
|
|
$
|
41.919
|
|
5,105.090
|
|
|
|
|
Van Ness Square Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of DRIP Reinvestment
|
|
Amount reinvested
|
|
Price per share
|
|
Number of shares
purchased
|
April 30, 2007
|
|
$
|
263,002.40
|
|
$
|
51.604
|
|
5,096.551
|
July 31, 2007
|
|
$
|
265,244.18
|
|
$
|
41.919
|
|
6,327.616
|
|
|
|
|
Westminster Investing Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of DRIP Reinvestment
|
|
Amount reinvested
|
|
Price per share
|
|
Number of shares
purchased
|
April 30, 2007
|
|
$
|
0.04
|
|
$
|
51.604
|
|
0.001
|
July 31, 2007
|
|
$
|
280,289.90
|
|
$
|
41.919
|
|
6,686.544
|
|
|
|
|
Avenel Executive Park Phase II, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of DRIP Reinvestment
|
|
Amount reinvested
|
|
Price per share
|
|
Number of shares
purchased
|
April 30, 2007
|
|
$
|
4,993.33
|
|
$
|
51.604
|
|
96.763
|
July 31, 2007
|
|
$
|
5,057.36
|
|
$
|
41.919
|
|
120.647
|
|
|
|
|
Dearborn, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of DRIP Reinvestment
|
|
Amount reinvested
|
|
Price per share
|
|
Number of shares
purchased
|
April 30, 2007
|
|
$
|
971,657.68
|
|
$
|
51.604
|
|
18,829.116
|
July 31, 2007
|
|
$
|
979,924.37
|
|
$
|
41.919
|
|
23,376.895
|
Page
20
of 27 Pages
Saul Company
|
|
|
|
|
|
|
|
|
Date of DRIP Reinvestment
|
|
Amount reinvested
|
|
Price per share
|
|
Number of shares
purchased
|
April 30, 2007
|
|
$
|
97,286.19
|
|
$
|
51.604
|
|
1,885.245
|
July 31, 2007
|
|
$
|
98,115.70
|
|
$
|
41.919
|
|
2,340.630
|
B. F. Saul Company Employees Profit Sharing Retirement Trust
The B. F. Saul Company Employees Profit Sharing Retirement Trust (the Plan) is a profit sharing retirement plan for the benefit of the
employees of the Saul Company, its subsidiaries and other participating companies that invests its assets for the benefit of the employees of such companies. The Plan is intended to qualify under Section 401(a) of the Internal Revenue Code and
is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan is administered by four trustees: B. Francis Saul II, Alexander R.M. Boyle, Stephen R. Halpin, Jr. and Thomas H. McCormick. Because B.
Francis Saul II shares the power to vote and to dispose of the shares of Common Stock acquired by the Plan, the Plans holding of such shares is being reported in this Schedule 13D. B. Francis Saul II disclaims beneficial ownership of the
shares held by the Plan that exceed his pecuniary interest in the Plan.
Beginning in 1999, pursuant to a Deferred Compensation Plan for
Directors, 100 shares of Common Stock were awarded annually as additional compensation to each person serving on the Board of Directors of Saul Centers as of the record date for the annual meeting of stockholders. In April 2004, the shareholders of
Saul Centers approved the adoption of the 2004 Stock Plan and, as a result, the Board of Directors of Saul Centers terminated the Deferred Compensation Plan for Directors. In its place, pursuant to the 2004 Stock Plan, in 2004 and each following
year the Board of Directors approved an annual award of 200 shares of Common Stock to each person serving on the Board of Directors of Saul Centers as of the record date for the annual meeting of stockholders. B. Francis Saul II has elected to
participate in the DRIP with respect to these shares. In addition, under the 2004 Stock Plan, Mr. Saul receives an annual grant of an option to purchase 2,500 shares. Options to purchase 10,000 shares are exercisable within 60 days of this
Amendment. The total amount reinvested and the number of shares acquired by B. Francis Saul II is as follows:
B. Francis Saul II
|
|
|
|
|
|
|
|
|
Date of DRIP Reinvestment
|
|
Amount reinvested
|
|
Price per share
|
|
Number of shares
purchased
|
April 30, 2007
|
|
$
|
595.05
|
|
$
|
51.604
|
|
11.531
|
July 31, 2007
|
|
$
|
688.14
|
|
$
|
41.919
|
|
16.416
|
October 31, 2007
|
|
$
|
742.79
|
|
$
|
52.516
|
|
14.144
|
Page
21
of 27 Pages
In addition, Mrs. Patricia E. Saul, the wife of B. Francis Saul II, has participated in the
DRIP. The additional shares of Common Stock issued pursuant to the DRIP to Mrs. Patricia E. Saul are being reported in this Schedule 13D because B. Francis Saul II, by reason of his possible influence over his wife, has or might be deemed
to have sole or shared voting and dispositive power over such shares. Mr. Saul disclaims beneficial ownership of all shares held by Mrs. Patricia E. Saul.
The amounts reinvested and the number of shares issued pursuant to the DRIP are listed below:
Patricia E. Saul
(Mrs.)
|
|
|
|
|
|
|
|
|
Date of DRIP Reinvestment
|
|
Amount reinvested
|
|
Price per share
|
|
Number of shares
purchased
|
April 30, 2007
|
|
$
|
30,638.69
|
|
$
|
51.604
|
|
593.727
|
July 31, 2007
|
|
$
|
30,900.26
|
|
$
|
41.919
|
|
737.142
|
October 31, 2007
|
|
$
|
33,353.33
|
|
$
|
52.516
|
|
635.108
|
ITEM 4.
|
Purpose of Transaction.
|
Item 4 is amended in
its entirety to read as follows:
The purpose of the acquisition of shares of Common Stock by the Saul Entities, the Plan, the Trusts (as
defined in Item 5(b) below), B. Francis Saul II and Patricia E. Saul is investment. The Saul Entities, the Plan, the Trusts, B. Francis Saul II and Patricia E. Saul may purchase additional shares of Common Stock from time to time for the
purpose of investment, subject to ownership limitations set forth in the Articles of Incorporation, as amended, of Saul Centers.
ITEM 5.
|
Interest in Securities of the Issuer.
|
Item 5
is amended in its entirety to read as follows:
a. The number and percentage of Common Shares beneficially owned by the reporting persons
are set forth in the following table:
|
|
|
|
|
|
Reporting Person
|
|
Number of Shares
Beneficially Owned
|
|
|
Percentage
Of Class (%)
|
B. Francis Saul II
|
|
9,019,474
|
(1)
|
|
48.2
|
B. F. Saul Company
|
|
7,032,849
|
(2)
|
|
37.6
|
B. F. Saul Real Estate Investment Trust
|
|
6,540,509
|
(3)
|
|
34.9
|
Westminster Investing Corp.
|
|
403,726
|
|
|
2.3
|
Avenel Executive Park Phase II, L.L.C.
|
|
659
|
|
|
0.0
|
Dearborn, L.L.C.
|
|
434,645
|
|
|
2.5
|
B. F. Saul Property Company
|
|
267,009
|
|
|
1.5
|
Van Ness Square Corporation
|
|
35,062
|
|
|
0.2
|
(1)
|
Includes all of the shares of Common Stock acquired by the Saul Entities, the Plan, the Trusts and Mrs. Patricia E. Saul. B. Francis Saul II
owns 1,595 shares of Common Stock directly and owns options to purchase 10,000 shares of Common Stock that are exercisable within 60 days. Pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, the shares of Common Stock
described above are considered to be beneficially owned by Mr. Saul because he has or may be deemed to
|
Page
22
of 27 Pages
|
have sole or shared voting and/or investment power in respect thereof. The Plan holds 1,441,629 shares of Common Stock. Mr. Saul disclaims beneficial
ownership of 23,014 shares held by the Trusts, 71,599 shares held by Mrs. Patricia E. Saul, and certain shares held by the Plan that exceed his pecuniary interest in the Plan.
|
(2)
|
Includes all of the shares of Common Stock acquired by B. F. Saul Property Company, the Saul Trust, Avenel Executive Park Phase II, L.L.C. and Dearborn, L.L.C. B. F. Saul Company
owns 225,331 shares of Common Stock directly. Pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, the shares of Common Stock described above are considered to be beneficially owned by the Saul Company because it has or
may be deemed to have sole or shared voting and/or investment power in respect thereof.
|
(3)
|
Includes all of the shares of Common Stock acquired by Avenel Executive Park Phase II, L.L.C. and Dearborn, L.L.C. The Saul Trust owns 4,912,991 shares of Common Stock directly and
holds units limited partnership interest in Saul Holdings Limited Partnership convertible into 1,192,214 shares of Common Stock that are exercisable within 60 days. Pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended,
the shares of Common Stock described above are considered to be beneficially owned by the Saul Trust because it has or may be deemed to have sole or shared voting and/or investment power in respect thereof.
|
The number of Common Shares beneficially owned collectively by the reporting persons and other affiliates of B. Francis Saul II excludes 4,224,201 units
of limited partnership interest in Saul Holdings Limited Partnership, a Delaware limited partnership (the Partnership), which units, in general, are convertible into shares of Common Stock on a one-for-one basis, in addition to the units
of limited partnership interest reported by the Saul Trust in footnote 3 above. However, under the terms of the limited partnership agreement of the Partnership, at the current time, these 4,224,201 units may not be converted into shares of Common
Stock because such conversion would cause the reporting persons and other affiliates of Mr. Saul to beneficially own collectively greater than 39.9% of the aggregate value of the Companys outstanding equity stock, as calculated pursuant
to the Companys Articles of Incorporation. The limited partnership agreement of Saul Holdings Limited Partnership was amended in December 2007 to increase the ownership threshold to its current level, from 24.9% of the aggregate value of the
Companys outstanding equity stock. As a result, the Saul Trust now reports beneficial ownership of the units of limited partnership interest disclosed in footnote 3.
b. The Saul Entities have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock directly
owned by each. The Saul Company shares the power to vote or to direct the vote and to dispose or to direct the disposition of shares of Common Stock owned by the Saul Trust, B. F. Saul Property Company, Avenel Executive Park Phase II, L.L.C. and
Dearborn, L.L.C. The Saul Trust shares the power to vote or to direct the vote and to dispose or to direct the disposition of shares of Common Stock owned by Avenel Executive Park Phase II, L.L.C. and Dearborn, L.L.C. B. Francis Saul II shares the
power to vote or to direct the vote and to dispose or to direct the disposition of shares of Common Stock owned by the Saul Entities and the Plan with the other directors, trustees or general partners of the Saul Entities, and the other trustees of
the Plan, respectively. The information required by Item 2 with respect to the other directors, trustees and general partners of the Saul Entities is set forth in Item 2 above. The information required by Item 2 with respect to the
other Plan trustees is set forth in the following table:
|
|
|
Name
|
|
Principal Occupation
|
Alexander R. M. Boyle
|
|
Vice Chairman, Chevy Chase Bank, F.S.B.
|
|
|
Stephen R. Halpin, Jr.
|
|
Executive Vice President and Chief Financial Officer, Chevy Chase Bank, F.S.B.; Vice President and Chief Financial Officer, B. F. Saul Real Estate Investment Trust; Vice President and
Chief Financial Officer, B. F. Saul Company
|
|
|
Thomas H. McCormick
|
|
Executive Vice President and General Counsel, Chevy Chase Bank, F.S.B.; Senior Vice President and General Counsel, Saul Centers, Inc.
|
Page
23
of 27 Pages
The business address of Messrs. Boyle, Halpin and McCormick is 7501 Wisconsin Avenue, Bethesda, Maryland 20814.
B. Francis Saul II, as sole trustee of the Sharon Elizabeth Saul Trust, the Elizabeth Willoughby Saul Trust, the Andrew M. Saul Trust, and
the Patricia English Saul Trust (collectively, the Trusts), has the sole power to vote and the sole power to direct the disposition of 23,014 shares of Common Stock held by these Trusts. Because of his possible influence over the
trustees and beneficiaries of the trusts named below and over his wife, Mrs. Patricia E. Saul, Mr. Saul might be deemed to have shared voting or dispositive power over the shares of Common Stock owned by such trusts and by
Mrs. Saul as indicated by the following table:
|
|
|
Owner
|
|
Number of Shares
|
George M. Rogers, Jr., Trustee FBO Francis
Saul III & Andrew M. Saul II u/a w/B. Francis
Saul II dated 12/30/76
|
|
24,500
|
|
|
Bank of America, N.A., Trustee u/w Andrew M. Saul FBO Elizabeth W. Saul
|
|
1,000
|
|
|
Trust FBO Elizabeth W. Saul
u/a dated 12/31/70, George M. Rogers, Jr.,
Successor Trustee
|
|
8,621
|
|
|
Trust FBO Andrew M. Saul II
u/a dated 12/31/70, George M. Rogers, Jr.,
Successor Trustee
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|
6,121
|
|
|
Trust FBO Patricia English Saul
u/a dated 12/15/71, George M. Rogers, Jr.,
Successor Trustee
|
|
8,321
|
|
|
Trust FBO Sharon Elizabeth Saul
u/a dated 12/31/70, George M. Rogers, Jr.,
Successor Trustee
|
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3,000
|
|
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Patricia E. Saul (Mrs.)
|
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71,599
|
Because Mr. Saul is not the beneficial owner of the shares held by the trusts listed above,
these shares are not included in Mr. Sauls holdings in Item 5(a) above. However, because Mr. Saul has an indirect pecuniary interest in the shares held by his wife, Mrs. Patricia E. Saul, these shares are included in
Mr. Sauls holdings in Item 5(a) above.
Page
24
of 27 Pages
The information with respect to the trustees of these trusts and with respect to Mrs. Saul
required by Item 2 is as follows.
Bank of America, N.A. is a national banking association with its principal business address and the
address of its principal office at 1501 Pennsylvania Avenue, N.W., Washington, D.C. 20013.
George M. Rogers, Jr. is an attorney at law,
whose principal occupation is as a senior counsel in the law firm of Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, N.W., Washington, D.C. 20037, which is also Mr. Rogers business address.
Patricia E. Saul is the wife of B. Francis Saul II. She resides at One Quincy Street, Chevy Chase, Maryland 20815. Her principal occupation is that of
housewife.
To the best of the information and belief of the persons filing this statement, during the past five years from the date of
this Amendment, neither Bank of America, N.A., nor Mr. Rogers, nor Mrs. Saul, nor any of the Plan trustees has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding any of them was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Rogers, Mrs. Saul and the Plan trustees are citizens of the United States of America.
c. Other than as described in Item 3 and 5a above, the following are the only transactions known to the persons filing this statement since the
filing of Amendment No. 26 to this Schedule 13D.
The Saul Trust acquired shares of Common Stock in the open market on the dates, in
the amounts and for the total cost indicated in the following table:
|
|
|
|
|
|
|
|
|
Date of Purchase
|
|
Number of Shares
|
|
Price per Share
|
|
Total Cost
|
March 6, 2007
|
|
11,500
|
|
$
|
58.66
|
|
$
|
674,590
|
March 7, 2007
|
|
13,800
|
|
$
|
60.10
|
|
$
|
829,380
|
March 8, 2007
|
|
11,000
|
|
$
|
61.21
|
|
$
|
673,310
|
d. Beneficiaries of the Plan, beneficiaries of the Trusts, and Mrs. Patricia E. Saul
have the right to receive dividends from, and the proceeds from the sale of, the shares of Common Stock acquired by the Plan, the Trusts, and Mrs. Saul, respectively. The interest of no such beneficiary, or Mrs. Patricia E. Saul,
relates to more than five percent of the Common Stock.
e. Not applicable.
ITEM 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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None.
Page
25
of 27 Pages
ITEM 7.
|
Material to be Filed as Exhibits.
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Exhibit 1. Joint
Filing Agreement dated as of September 6, 2005, incorporated by reference to Exhibit 1 to Amendment No. 23 to the Schedule 13D, filed with the Securities and Exchange Commission on September 8, 2005.
Page
26
of 27 Pages
SIGNATURES
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.
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|
|
|
|
|
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/s/ B. Francis Saul II
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December 31, 2007
|
|
B. Francis Saul II
|
|
|
|
|
B. F. SAUL COMPANY
|
|
|
|
December 31, 2007
|
|
By:
|
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/s/ B. Francis Saul II
|
|
|
|
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B. Francis Saul II,
President
|
|
|
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B. F. SAUL PROPERTY COMPANY
|
|
|
|
December 31, 2007
|
|
By:
|
|
/s/ B. Francis Saul III
|
|
|
|
|
B. Francis Saul III,
President
|
|
|
|
|
WESTMINSTER INVESTING CORPORATION
|
|
|
|
December 31, 2007
|
|
By:
|
|
/s/ B. Francis Saul II
|
|
|
|
|
B. Francis Saul II,
Chairman and
President
|
|
|
|
|
VAN NESS SQUARE CORPORATION
|
|
|
|
December 31, 2007
|
|
By:
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/s/ B. Francis Saul II
|
|
|
|
|
B. Francis Saul II,
Chairman
|
|
|
|
|
AVENEL EXECUTIVE PARK PHASE II, L.L.C.
|
|
|
|
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By:
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B.F. SAUL REAL ESTATE INVESTMENT TRUST, its sole member
|
|
|
|
December 31, 2007
|
|
By:
|
|
/s/ B. Francis Saul II
|
|
|
|
|
B. Francis Saul II,
Chairman
|
Page
27
of 27 Pages
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DEARBORN, L.L.C.
|
|
|
|
|
|
By:
|
|
B.F. SAUL REAL ESTATE INVESTMENT TRUST, its sole member
|
|
|
|
December 31, 2007
|
|
By:
|
|
/s/ B. Francis Saul II
|
|
|
|
|
B. Francis Saul II,
Chairman
|
|
|
|
|
B. F. SAUL REAL ESTATE INVESTMENT TRUST
|
|
|
|
December 31, 2007
|
|
By:
|
|
/s/ B. Francis Saul II
|
|
|
|
|
B. Francis Saul II,
Chairman
|