SECURITIES AND EXCHANGE COMMISSION ~~Washington,~~ D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2002 B.F. Saul Real Estate Investment Trust -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 1-7184 52-6053341 ---------------------------- ------------------------ ---------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 7501 Wisconsin Avenue, Bethesda, Maryland 20814 --------------------------------------------------- ------------------------ (Address of Principal Executive Offices) (Zip Code) (301) 986-6000 --------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable -------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. The consolidated financial statements of B.F. Saul Real Estate Investment Trust (the "Trust") and its subsidiaries include the accounts of the Trust's banking subsidiary (the "Bank"). As a result of the Bank's internal accounting review, the Bank determined that its net income had been inadvertently overstated in prior periods due to certain accounting errors involving valuation of interest-only strips receivable related to the Bank's automobile loan securitizations. The overstatements reflect timing differences in the recognition of income. Consequently, in future periods, the amount of servicing and securitization income recognized by the Bank will be higher than if the errors had not been detected. As a result, after consultation and concurrence with its outside auditor, the Trust will restate its financial results for the fiscal years ended September 30, 2000 and 2001, as well as the first quarter of fiscal 2002 - the three months ended December 31, 2001. The restatements reduce net income by approximately $3.6 million from $22.4 million to $18.8 million for fiscal 2000, and approximately $8.7 million from $43.7 million to $35.0 million for fiscal 2001. In addition, the restatements reduce net income by approximately $2.0 million from $6.2 million to $4.2 million for the three months ended December 31, 2001. Net income attributable to the second quarter of 2002 covering the three months ended March 31, 2002, previously reported as $8.7 million was understated by approximately $0.7 million as a result of such errors. Management is currently evaluating the most appropriate way in which to reflect the adjustment for the second quarter in the financial statements. The Trust intends to amend its Form 10-K for fiscal years 2000 and 2001, and its Form 10-Q for the fiscal quarter ended December 31, 2001, and refile such documents with the Securities and Exchange Commission as promptly as possible. As a result of the Trust's recent change in independent auditors, the restatements will require the Trust's new auditors to audit the Trust's financial statements for fiscal years 2000 and 2001, and thus, the Trust may not be in a position to make the amended filings until September 2002. Management of the Trust does not believe that these accounting adjustments will have any adverse impact upon the Trust's operations. In particular, the restatements will not have any adverse impact on the ability of the Bank to make tax sharing and dividend payments to the Trust or on the ability of the Trust to meet its scheduled debt service obligations. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. B.F. SAUL REAL ESTATE INVESTMENT TRUST By: /s/ Stephen R. Halpin, Jr. -------------------------- Stephen R. Halpin, Jr. Vice President and Chief Financial Officer Dated: July 31, 2002

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 9, 2004

B.F. Saul Real Estate Investment Trust

(Exact name of registrant as specified in its charter)

Maryland

1-7184

52-6053341

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

7501 Wisconsin Avenue, Bethesda, Maryland						20814
(Address of Principal Executive Offices)						(Zip Code)

(301) 986-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Item 5.

Other Events.

During the first quarter of 2004, B.F. Saul Real Estate Investment Trust (the “Trust”) intends to issue, in a private offering, senior secured notes in an aggregate principal amount of approximately $250.0 million. The notes will be secured by the Trust’s ownership interest in the common stock of Chevy Chase Bank, F.S.B. The Trust intends to use a substantial portion of the net proceeds of the offering to redeem its $200 million of outstanding 9¾% Senior Secured Notes due 2008. The senior secured notes will not be registered under the Securities Act of 1933, as amended, and will not be able to be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

B.F. SAUL REAL ESTATE INVESTMENT TRUST

By:		/s/ Stephen R. Halpin, Jr.

		Stephen R. Halpin, Jr. Vice President and Chief Financial Officer

Dated: January 9, 2004

-3-

Filing Compare · SAUL B F REAL ESTATE INVESTMENT TRUST