UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
| | | |
| Date of Report (Date of earliest event reported): | | March 1, 2005 (February 24, 2005) |
| |
|
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)| | | | | |
| Maryland | | 1-13130 | | 23-7768996 |
| Pennsylvania | | 1-13132 | | 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)). |
TABLE OF CONTENTS
EXPLANATORY NOTE
This Amendment No. 1 is being filed by the Registrant solely to provide information in reference to the Registrant’s periodic report on Form 8-K dated February 25, 2005. This amendment includes additional exhibits which were not included on the original filing.
Item 1.01 Entry Into a Material Definitive Agreement.
On February 24, 2005, Liberty Property Limited Partnership (the “Partnership”) priced a public offering (the “Offering”) of $300,000,000 principal amount (the “Notes”) of its 5.125% Senior Notes due 2015. Citigroup Global Markets, Inc., UBS Securities LLC, Banc of America Securities LLC, Credit Suisse First Boston LLC, Greenwich Capital Markets, Inc., SunTrust Capital Markets, Inc. Wachovia Capital Markets, LLC and Wells Fargo Securities, LLC (collectively, the “Underwriters”) acted as underwriters for the Offering. For additional information concerning the Notes, refer to the exhibits contained in this current report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| | (a) | Financial Statements of Businesses Acquired. |
| |
| | | None. |
| |
| | (b) | Pro Forma Financial Information. |
| |
| | | None. |
| |
| | (c) | Exhibits. |
| | | |
| Exhibit Number | | Exhibit Title |
| | | |
| 1.1 | | Underwriting Agreement, dated February 24, 2005, by and among Liberty Property Trust (the “Trust”), the Partnership and the Underwriters. |
| | | |
| 4.1 | | Global Note Representing $300,000,000 Principal Amount of 5.125% Senior Notes due 2015. |
| | | |
| 4.2 | | Supplemental Indenture between Liberty Property Limited Partnership and J.P. Morgan Trust Company, National Association, as trustee, dated March 1, 2005. |
| | | |
| 5.1 | | Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the securities. |
| | | |
| 12.1 | | Statement Re: Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preference Distributions. |
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, its sole
General Partner |
| | | | | |
| | By: | | /s/ George J. Alburger, Jr. |
| | | | |
| | | | George J. Alburger, Jr.
Executive Vice President
and Chief Financial Officer |
Dated: March 1, 2005
2
EXHIBIT INDEX
| | | |
| Exhibit Number | | Exhibit Title |
| | | |
| 1.1 | | Underwriting Agreement, dated February 24, 2005, by and among the Trust, the Partnership and the Underwriters. |
| | | |
| 4.1 | | Global Note Representing $300,000,000 Principal Amount of 5.125% Senior Notes due 2015. |
| | | |
| 4.2 | | Supplemental Indenture between Liberty Property Limited Partnership and J.P. Morgan Trust Company, National Association, as trustee, dated March 1, 2005. |
| | | |
| 5.1 | | Opinion of Morgan, Lewis & Bockius LLP regarding the validity of the securities. |
| | | |
| 12.1 | | Statement Re: Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preference Distributions. |
3
