1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20546 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): February 20, 1998 (February 18, 1998) LIBERTY PROPERTY TRUST LIBERTY PROPERTY LIMITED PARTNERSHIP ------------------------------------ (Exact names of registrants as specified in their respective charters) MARYLAND 1-13130 23-7768996 PENNSYLVANIA 1-13132 23-2766549 - ----------------------------- ------------- ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 65 VALLEY STREAM PARKWAY, SUITE 100 MALVERN, PENNSYLVANIA 19355 - ----------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code: (610) 648-1700 2 ITEM 5: OTHER EVENTS - ------------------------- On February 18, 1998, Liberty Property Trust (the "Trust") priced a public offering of 1,702,128 of its Common Shares of Beneficial Interest, par value $0.001 per share. The aggregate proceeds to the Trust from such offering were $42.8 million, and the aggregate underwriting discounts and commissions payable to the Underwriter (as defined below) in connection with such offering were $450,000. A. G. Edwards & Sons, Inc. ( the "Underwriter") acted as underwriter of such offering. The Underwriting Agreement relating to such 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. 1.1 Underwriting Agreement, dated February 18, 1998, by and among the Trust, Liberty Property Limited Partnership and the Underwriter. 3 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 Dated: February 20, 1998 BY: /s/ George J. Alburger, Jr. ---------------------------------------- NAME: George J. Alburger, Jr. TITLE: Chief Financial Officer LIBERTY PROPERTY LIMITED PARTNERSHIP BY: LIBERTY PROPERTY TRUST, AS ITS SOLE GENERAL PARTNER Dated: February 20, 1998 BY: /s/ George J. Alburger, Jr. ------------------------------------- NAME: George J. Alburger, Jr. TITLE: Chief Financial Officer 4 EXHIBIT INDEX 1.1 Underwriting Agreement, dated February 18, 1998, by and among the Trust, Liberty Property Limited Partnership and the Underwriter.