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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): December 7, 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)).
 
 

 

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Item 1.01 Entry Into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Amendment No. 2 to the sixth Amendment to the Second Amendment and Restated Agreement

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Item 1.01 Entry Into a Material Definitive Agreement.
          a.      On December 7, 2005, the Compensation Committee of the Board of Trustees of Liberty Property Trust (the “Trust”) amended the Trust’s existing severance plan to cause the plan to cover several additional employees of the Trust. In addition, the Committee acted to include Michael T. Hagan, the Company’s Chief Investment Officer, as one of the senior officers covered under the severance plan. As is the case with the other senior officers of the Trust who are currently covered by the severance plan, the severance plan provides with respect to Mr. Hagan that, in the event of (i) the termination of Mr. Hagan other than “for cause” or (ii) Mr. Hagan’s voluntary termination of his employment for “good reason,” in either case within two years following a “change of control,” Mr. Hagan would receive the following: (a) an amount equal to 2.99 times the sum of his current annual base salary plus the largest annual performance bonus paid to him over the previous five years; (b) the pro rata portion, through the date of termination, of unpaid performance bonus for the year in which the termination occurs; (c) immediate vesting of outstanding share options and restricted shares; (d) an amount equal to the Trust’s maximum contribution under the 401(k) plan for a period of three years, including the year in which termination occurs; (e) immediate vesting of contributions previously made by the Trust to Mr. Hagan’s account under the 401(k) plan; and (f) continuation of employee group benefits coverage for a period of three years after the date of termination. In addition, under the severance plan, if any payments made to Mr. Hagan would result in an excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, Mr. Hagan would become entitled to receive a tax reimbursement payment that would put him in the same financial position after the application of the excise tax as he would have been in if the excise tax did not apply to such amounts.
          b.      On December 12, 2005, the Trust, acting as the General Partner of Liberty Property Limited Partnership (the “Operating Partnership”), and GSEP 2005 Realty Corp., a Delaware corporation, executed Amendment No. 2 (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 change the first date on which the Operating Partnership’s Series F Preferred Units become exchangeable for the Trust’s Series F Preferred Shares of Beneficial Interest from June 30, 2005 to December 12, 2005.
          The Amendment is filed as Exhibit 10 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
          (c)       Exhibits.
     
Exhibit Number   Exhibit Title
10
  Amendment No. 2 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/ James J. Bowes    
    James J. Bowes   
    Secretary and General Counsel   
 
         
  LIBERTY PROPERTY
LIMITED PARTNERSHIP
  		 
  By:   Liberty Property Trust, its sole    
    General Partner   
       
 
  By:   /s/ James J. Bowes    
    James J. Bowes   
    Secretary and General Counsel   
 
    Dated: December 13, 2005

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EXHIBIT INDEX
     
Exhibit Number   Exhibit Title
10
  Amendment No. 2 to the Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Liberty Property Limited Partnership.

3

 

AMENDMENT NO. 2 TO
SIXTH AMENDMENT TO
SECOND RESTATED AND AMENDED
AGREEMENT OF LIMITED PARTNERSHIP
OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
      THIS AMENDMENT NO. 2, effective December 12, 2005 (this “ Amendment ”), to the Sixth Amendment to the Second Restated and Amended Agreement of Limited Partnership, dated as of June 30, 2005, as amended (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 , the General Partner and Goldman, being the sole holder of Series F Preferred Units (as defined in the Initial Amendment), desire by this Amendment to so amend the Initial Amendment as of the date first set forth above.
      NOW, THEREFORE, the Initial Amendment is hereby amended as follows:
      Section 1. Amendment to Section 9 . Section 9(a)(i) of the Initial Amendment is hereby amended by deleting the phrase “June 30” and substituting “December 12” in its place and stead.

 

 

      IN WITNESS WHEREOF , this Amendment has been executed as of the date first above written.
         
  GENERAL PARTNER

LIBERTY PROPERTY TRUST
  		 
  By:   /s/ George J. Alburger, Jr.    
    Name:   George J. Alburger, Jr.   
    Title:   Chief Financial Officer   
 
         
  LIMITED PARTNER

GSEP 2005 REALTY CORP.
  		 
  By:   /s/ Joseph M. Verderami    
    Name:   Joseph M. Verderami   
    Title:   Vice President   
 
AMENDMENT NO. 2 TO SIXTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT