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 21, 2002 (August 19, 2002) Liberty Property Trust Liberty Property Limited Partnership ------------------------------------ (Exact Name of Registrant Specified in Charter) Maryland 1-13130 23-7768996 Pennsylvania 1-13132 23-2766549 ------------ ---------------- ---------------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 65 Valley Stream Parkway Malvern, PA 19355 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (610) 648-1700 ITEM 5. OTHER EVENTS On August 19, 2002, Liberty Property Limited Partnership (the "Partnership") priced a public offering (the "Offering") of $150,000,000 principal amount of its 6.375% Senior Notes due 2012. Lehman Brothers Inc., Banc One Capital Markets, Inc., Credit Suisse First Boston Corporation, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and Wachovia Securities Inc. (collectively, the "Underwriters") acted as underwriters for the Offering. The Underwriting Agreement relating to the Offering is filed as Exhibit 1.1 to this Report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 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 August 19, 2002, by and among Liberty Property Trust (the "Trust"), the Partnership and the Underwriters. 12.1 Statement Re: Computation of Ratio of Earnings to Fixed Charges. 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: August 21, 2002 2 EXHIBIT INDEX Exhibit Number Exhibit Title - -------------- ------------- 1.1 Underwriting Agreement, dated August 19, 2002, by and among the Trust, the Partnership and the Underwriters. 12.1 Statement Re: Computation of Ratio of Earnings to Fixed Charges. 3