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 16, 2008
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). |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)). |
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| o | | Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240-13e-4©). |
Item 8.01. Other Events
Liberty Property Trust (“Liberty”) is re-issuing in an updated format its historical financial statements in connection with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (“FAS 144”). During the nine months ended September 30, 2008, Liberty sold properties and in compliance with FAS 144 has reported revenue, expenses and net gains from the sale of these properties as discontinued operations for each period presented (including the comparable periods of the prior year). Under SEC requirements, the same reclassification as discontinued operations required by FAS 144 following the sale of a property is required for previously issued annual financial statements for each of the three years shown in Liberty’s last annual report on Form 10-K, if those financials are incorporated by reference in subsequent filings with the SEC made under the Securities Act of 1933, as amended, even though those financial statements relate to periods prior to the date of the sale. This reclassification has no effect on Liberty’s reported net income available to common shareholders or funds from operations.
This Current Report on Form 8-K updates Items 1, 2, 6, 7, 8 and 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (the “Form 10-K”), to reflect the assets and liabilities and the results of operations of the Company’s real properties which have been sold prior to September 30, 2008 or are held for sale at September 30, 2008, as discontinued operations. The updated financial information is attached to this Current Report on Form 8-K as Exhibit 99.1. All other items of the Company’s Form 10-K remain unchanged. No attempt has been made to update matters in the Form 10-K except to the extent expressly provided above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | |
| Exhibit No. | | Description |
| | | |
| 12 | | Statement re: Computation of Ratios |
| | | |
| 23.1 | | Consent of Independent Registered Public Accounting Firm |
| | | |
| 23.2 | | Consent of Independent Registered Public Accounting Firm |
| | | |
| 99.1 | | Updated financial information for the years ended December 31, 2007, 2006, 2005 |
| | | |
| Index to Exhibit 99.1 | | Page Number |
| Business | | 1 |
| |
| Properties | | 6 |
| |
| Selected Financial Data | | 9 |
| |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 11 |
| |
| Financial Statements and Supplementary Data | | 23 |
| |
| Financial Statement Schedule — Schedule III — Summary of Real Estate Owned | | 52 |
| |
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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. | | |
| | | | | 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. | | |
| | | | | Chief Financial Officer | | |
Dated: December 16, 2008
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EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| | | |
| 12 | | Statement re: Computation of Ratios |
| |
| 23.1 | | Consent of Independent Registered Public Accounting Firm |
| |
| 23.2 | | Consent of Independent Registered Public Accounting Firm |
| |
| 99.1 | | Updated financial information for the years ended December 31, 2007, 2006, 2005 |
| | | |
| Index to Exhibit 99.1 | | Page Number |
| Business | | 1 |
| |
| Properties | | 6 |
| |
| Selected Financial Data | | 9 |
| |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 11 |
| |
| Financial Statements and Supplementary Data | | 23 |
| |
| Financial Statement Schedule — Schedule III — Summary of Real Estate Owned | | 52 |
| |
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