UNITED STATES 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):   August 24, 2005 (August 23, 2005)
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
 
(Exact name of registrant specified in its charter)
         
Maryland
Pennsylvania 		  1-13130
1-13132 		  23-7768996
23-2766549
 
(State or other jurisdiction of
incorporation) 		  (Commission File Number)   (I.R.S. Employer Identification
No.)
     
500 Chesterfield Parkway
Malvern, PA 		 
19355
 
(Address of principal executive offices)   (Zip Code)
Registrants’ telephone, including area code:   (610) 648-1700
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).
 
 

 

 

Item 1.01. Entry into a Material Definitive Agreement.
     On August 23, 2005, Liberty Property Trust (the “Trust”), acting as the General Partner of Liberty Property Limited Partnership (the “Operating Partnership,” and together with the Trust, the “Registrants”), and GSEP 2005 Realty Corp., a Delaware corporation (“GSEP”), executed Amendment No. 1 (the “Amendment”) to the Sixth Amendment to the Operating Partnership’s Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).
     Pursuant to the Amendment, the Partnership Agreement has been amended to (i) allow the issue of an additional 120,000 6.65% Series F Cumulative Redeemable Preferred Partnership Interests (the “Additional Series F Units”) by the Operating Partnership, and (ii) reflect certain other matters set forth in such Amendment.
     The Registrants are filing the Amendment as Exhibit 10 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
     Pursuant to a Contribution Agreement dated as of August 23, 2005, the Registrants issued and sold the Additional Series F Units, as more fully described in Item 1.01 of this Current Report on Form 8-K, to GSEP for consideration in the amount of $6,000,000. The Additional Series F Units were issued without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.
     In addition to the Series F Units, the Company has designated an additional 120,000 Series F Shares (as defined in Item 5.03 of this Current Report on Form 8-K). The Series F Units owned by GSEP or its successors and assigns will be redeemable for cash, or exchangeable for Series F Shares, upon such terms and conditions as are set forth in the Partnership Agreement.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On August 23, 2005, the Trust filed Articles Supplementary to its Amended and Restated Declaration of Trust (as amended) with the State Department of Assessments and Taxation of Maryland. The Articles Supplementary were effective upon filing.
     The Articles Supplementary (i) increase the authorized number of 6.65% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series F Shares”) to 1,000,000, and (ii) reflect certain other matters set forth in the Articles Supplementary.
     The Registrants are filing the Articles Supplementary as Exhibit 3(i) to this Current Report on Form 8-K.

 

 

Item 9.01. Financial Statements and Exhibits.
     (c)  Exhibits.
     
Exhibit Number   Exhibit Title
3(i)
  Articles Supplementary, as filed with the State Department of Assessments and Taxation of Maryland on August 23, 2005.
 
10
  Amendment No. 1 to the Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Liberty Property Limited Partnership.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  LIBERTY PROPERTY TRUST
  		 
  By:   /s/ George J. Alburger, Jr.  
    George J. Alburger, Jr.   
    Executive Vice President and
Chief Financial Officer  		 
 
  LIBERTY PROPERTY
LIMITED PARTNERSHIP 		 
 
  By:   Liberty Property Trust, as its
General Partner 		 
 
  By:   /s/ George J. Alburger, Jr.  
    George J. Alburger, Jr.   
    Executive Vice President and
Chief Financial Officer  		 
Dated: August 24, 2005

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EXHIBIT INDEX
     
Exhibit Number   Exhibit Title
3(i)
  Articles Supplementary, as filed with the State Department of Assessments and Taxation of Maryland on August 23, 2005.
 
10
  Amendment No. 1 to the Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Liberty Property Limited Partnership.

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Exhibit 3(i)
LIBERTY PROPERTY TRUST
ARTICLES SUPPLEMENTARY
     Liberty Property Trust, a Maryland real estate investment trust (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland on this 23 rd day of August, 2005 (the “Department”) that:
      FIRST : Pursuant to the authority expressly vested in the Board of Trustees of the Company by Sections 3.2(e), 6.1 and 6.3 of the Amended and Restated Declaration of Trust of the Company filed with the Department on May 29, 1997, as amended June 22, 2004 and Section 8-203 of the Corporations and Associations Articles of the Annotated Code of Maryland, the Board of Trustees of the Company has duly classified an additional 120,000 shares of the authorized but unissued shares of beneficial interest in the Company as 6.65% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.001 per share.
      SECOND : This classification increases the number of shares previously classified as 6.65% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.001 per share, from 880,000 shares to 1,000,000 shares after the classification.

 

 

     The undersigned authorized officer of the Company acknowledges these Articles to be the act of the Company, and affirms, under the penalties of perjury, that to the best of his knowledge, information, and behalf, the matters and facts stated in these Articles are true in all material respects.
         
ATTEST:
  LIBERTY PROPERTY TRUST
 
 
/s/  James J. Bowes
  By:   /s/  William P. Hankowsky
 
       
James J. Bowes, Secretary
      William P. Hankowsky
Chairman, President and
Chief Executive Officer

 

 

Exhibit 10
AMENDMENT NO. 1 TO
SIXTH AMENDMENT TO
SECOND RESTATED AND AMENDED
AGREEMENT OF LIMITED PARTNERSHIP
OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
      This Amendment No. 1, effective August 23, 2005 (this “ Amendment ”), to the Sixth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 30, 2005 (the “ Initial Amendment ”), is entered into by LIBERTY PROPERTY TRUST, a Maryland real estate investment trust, as general partner (the “ General Partner ”) of LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “ Partnership ”), for itself and on behalf of the limited partners of the Partnership, and GSEP 2005 REALTY CORP., a Delaware corporation (“ Goldman ”).
      Whereas , on June 30, 2005, the General Partner caused the Partnership to issue 880,000 Series F Preferred Units (as defined in the Initial Amendment) to Goldman;
      Whereas , the General Partner has agreed to issue an additional 120,000 Series F Preferred Units to Goldman; and
      Whereas , the General Partner desires by this Amendment to so amend the Initial Amendment as of the date first set forth above to increase the number of Series F Preferred Units.
      Now, therefore, the Initial Amendment is hereby amended as follows:
      Section 1. Section 2 of the Initial Amendment is hereby amended and replaced, in its entirety, with the following:
Section 2. Designation and Number . A series of Partnership Interests in the Partnership designated as the “6.65% Series F Cumulative Redeemable Preferred Partnership Interests” (the “ Series F Preferred Units ”) is hereby established. The maximum number of Series F Preferred Units shall be 1,000,000.
      In Witness Whereof , this Amendment has been executed as of the date first above written.
         
  GENERAL PARTNER

LIBERTY PROPERTY TRUST
  		 
  By:   /s/William P. Hankowsky  
    Name:   William P. Hankowsky   
    Title:   Chairman, President and Chief Executive Officer   

 

 

         
         
  ADDITIONAL LIMITED PARTNER

GSEP 2005 REALTY CORP.
  		 
  By:   /s/ Eric S. Lane  
    Name:   Eric S. Lane  
    Title:   President and Chief Executive Officer