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): December 15, 1997
(December 11, 1997)
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
ITEM 5: OTHER EVENTS
- -------------------------
On December 11, 1997, Liberty Property Trust (the "Trust") consummated a
public offering of 796,505 of its Common Shares of Beneficial Interest,
par value $0.001 per share, to a single purchaser for an aggregate of
$20,000,000, before deducting offering expenses. The Agreement relating
to such offering is filed as Exhibit 10.1 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.
10.1 Agreement, dated December 11, 1997, by and between the
Trust and SCPG Holdings Pte. Ltd.
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: December 15, 1997 BY: /s/ JOSEPH P. DENNY
-----------------------------------
NAME: Joseph P. Denny
TITLE: President
LIBERTY PROPERTY LIMITED PARTNERSHIP
BY: LIBERTY PROPERTY TRUST, AS ITS
SOLE GENERAL PARTNER
Dated: December 15, 1997 BY: /s/ JOSEPH P. DENNY
----------------------------------
NAME: Joseph P. Denny
TITLE: Presiden
EXHIBIT INDEX
10.1 Agreement, dated December 11, 1997, by and between the
Trust and SCPG Holdings Pte. Ltd.
Exhibit 10.1
December 11, 1997
SCPG Holdings Pte. Ltd.
c/o GSIC Realty Corporation
255 Shoreline Drive, Suite 600
Redwood City, California 94065
Attention: Thomas Lee
Fax No. 650-802-1212
Ladies and Gentlemen:
The purpose of this letter is to memorialize our agreement
regarding your purchase of our shares. When signed and returned by you,
this letter will bind both of us. References in this letter to
"Liberty" are to Liberty Property Trust. References to "SCPG" are to
SCPG Holdings Pte. Ltd. References to "shares" are to Liberty's common
shares of beneficial interest or, if the context so implies, the common
shares of beneficial interest that SCPG will buy from Liberty.
References to the "Partnership" are to Liberty Property Limited
Partnership and its subsidiaries. All dollar figures refer to U.S.
dollars.
PURCHASE AND SALE
- -----------------
At the closing referred to later in this letter, Liberty shall
sell 796,505 newly-issued shares and SCPG shall buy those shares. The
total purchase price for those shares shall be $20 million. SCPG shall
pay that amount by wire at the closing. The shares shall be
uncertificated and shall be registered in the name of the Government of
Singapore Investment Corporation "REV" Account.
LIQUIDITY
- ---------
The shares shall be registered under the Securities Act of
1933 and listed on the New York Stock Exchange when delivered to SCPG at
the closing.
That notwithstanding, SCPG shall not sell into the public
marketplace, during any trading day during the first six months after
the closing, shares that exceed in number 15 percent of the average
daily trading volume of shares on the New York Stock Exchange during the
six full calendar months preceding the trading day in question (for
example, the six months consisting of November 1997 through April 1998
for trades during May 1998). This paragraph will not, however, preclude
any private sales of shares by SCPG.
If SCPG does privately sell any or all of the shares during
that six-month period, it shall obtain an agreement from the transferee
or transferees, reasonably satisfactory to Liberty, that imposes the
restrictions specified in the previous paragraph on the transferee or
transferees for the balance of that six-month period. For that purpose,
SCPG and all such transferees shall allocate, among themselves, the
daily 15 percent volume limitations referred to in the previous
paragraph. If SCPG submits a proposed transferee agreement to Liberty
and Liberty does not object to that agreement within three working days
after Liberty receives it, Liberty will be deemed to have approved that
agreement.
SCPG authorizes Liberty to impose stop transfer instructions
on the shares in order to enable Liberty to enforce these contractual
volume limitations. Liberty shall terminate those instructions six
months after the closing. SCPG shall promptly report, to Liberty, any
public sales of shares occurring within that six-month period and shall
give Liberty reasonable access to such records of SCPG as shall enable
Liberty to verify SCPG's compliance with these contractual volume
limitations.
LIBERTY'S REPRESENTATIONS
- -------------------------
Liberty represents and warrants to SCPG that:
its board of directors has approved this agreement
and the transaction it describes
Liberty and the Partnership have obtained any and
all other necessary authorizations and consents
for this agreement and that transaction under all
laws that apply to them and under all agreements
and instruments to which any of them is a party
when issued to SCPG, the shares SCPG is buying
will be duly authorized, validly issued, fully
paid, nonassessable, registered under the
Securities Act of 1933 and listed on the New York
Stock Exchange
neither this agreement nor the transaction it
describes violates or conflicts with, or confers
any rights on any "third" person or entity under,
any provision of any charter document of Liberty or
the Partnership (for example, a preemptive right)
or any agreement or other instrument (for example,
an agreement regarding registration rights) to
which Liberty or the Partnership is a party
as of their respective dates, the registration
statement and prospectus (including supplements)
under which Liberty is selling the shares to SCPG
and Liberty's filings under the Securities
Exchange Act of 1934 that are incorporated into
that registration statement and prospectus
(including supplements) contained no untrue
statement and complied in all material respects
with all requirements of those statutes and the
SEC's regulations and forms adopted under those
statutes
the financial statements included in those filings
were prepared in accordance with generally accepted
accounting principles consistently applied and
fairly present the consolidated financial position
of Liberty as of the dates indicated in those
statements and the consolidated results of
operations and cash flows of Liberty for the
periods indicated in those statements
there is no material adverse fact, circumstance or
occurrence respecting Liberty's consolidated
financial condition, assets, liabilities,
operations, business or prospects that is known to
Liberty or the Partnership which is not fully
disclosed in registration statement, prospectus
(including supplements) and other filings alluded
to previously.
Liberty shall indemnify SCPG and its affiliates and hold them harmless
from and against any and all breaches of any of these representations
and warranties. That indemnification shall include all attorneys' fees
and other costs and expenses of defense.
SCPG'S REPRESENTATIONS
- ----------------------
SCPG represents and warrants to Liberty that:
SCPG has obtained any and all necessary
authorizations and consents for this agreement and
the transaction it describes under all laws that
apply to it and under all agreements and
instruments to which it is a party
neither this agreement nor that transaction
violates or conflicts with, or confers any rights
on any "third" person or entity under, any charter
document of SCPG or any agreement or other
instrument to which SCPG is a party
SCPG is purchasing the shares "solely for the
purpose of investment" within the meaning of the
rules adopted by the Federal Trade Commission under
the Hart-Scott-Rodino Antitrust Improvements Act of
1976 and
SCPG is owned, indirectly, by the Ministry of
Finance of the Government of Singapore.
SCPG shall indemnify Liberty and its affiliates and hold them harmless
from and against any and all breaches of any of these representations
and warranties. That indemnification shall include all attorneys' fees
and other costs and expenses of defense.
DEFINITION OF UNTRUE STATEMENT
- ------------------------------
As used in this letter, "untrue statement" means: (a) a
material untrue statement in the document referred to or a material
statement in the document that a third party alleges is untrue or (b) an
omission from that document or such an omission alleged by a third
party, of a material fact required to be stated in the document or
necessary to make any statement in the document not misleading in light
of the circumstances under which it was made.
CONDITIONS TO SCPG'S OBLIGATION TO CLOSE
- ----------------------------------------
SCPG's obligation to close its purchase of Liberty's shares is
subject to the following conditions (in addition to the pricing
conditions indicated previously):
all of Liberty's representations and warranties
shall be true as though made again as of the
closing
there shall not have been any material adverse
change in the consolidated financial condition,
assets, liabilities, operations, business or
prospects of Liberty since the date of this
letter and
counsel to Liberty shall have delivered an
opinion to SCPG containing the conclusions
indicated on the attachment to this letter.
CONDITIONS TO LIBERTY'S OBLIGATION TO CLOSE
Liberty's obligation to close its sale of shares to SCPG is
subject to the condition that all of SCPG's representations and
warranties shall be true as though made again as of the closing.
CLOSING
- -------
The closing shall take place on Thursday, December 11, 1997 or
as soon thereafter as is possible. The closing need not be face-to-
face. To facilitate that "remote" closing, the parties will accept
faxes of signed documents, with originals to follow after the closing.
TERMINATION
- -----------
If Liberty's sale of the shares to SCPG has not closed by
Thursday, December 18, 1997, then SCPG alone (if it has not breached
this agreement) or Liberty alone (if it has not breached this agreement)
may terminate this agreement by sending a written notice to that effect
to the other party. Any such termination shall be without prejudice to
the terminating party's right to claim damages for breach of this
agreement.
MISCELLANEOUS
- -------------
If SCPG or Liberty sues the other regarding any aspect of this
agreement or the transaction it describes, the party that does not
substantially prevail in that action shall reimburse the other party for
all of the latter's costs and expenses of that litigation, including its
attorneys' fees. Any notices under this agreement must be hand
delivered to the addresses and persons (or faxed to the fax numbers and
persons) indicated at the beginning and end of this letter.
* * *
If this letter accurately describes our understanding, please
sign the enclosed copy of this letter and return it to George Alburger.
Very truly yours,
/s/ GEORGE J. ALBURGER, JR.
-----------------------------
BY: George J. Alburger, Jr.
Chief Financial Officer
for Liberty Property Trust
65 Valley Stream Parkway
Suite 100
Malvern, Pennsylvania 19355
Fax No. 610-644-4129
Accepted and agreed on December 11, 1997:
/s/ SCOTT PETERSON
- -------------------------------------------
for SCPG Holdings Pte. Ltd.
/S/ GUY TCHEAU
- -------------------------------------------
for SCPG Holdings Pte. Ltd.
CLOSING OPINION
---------------
Set forth below are the opinions to be rendered by counsel for
Liberty. The opinions may be rendered subject to customary
qualifications. In addition, counsel may rely on written
certificates of officers of Liberty as to matters of fact.
References here to the "agreement" are to the letter agreement.
Other terms used here (for example, "Liberty" and "shares")
have the meanings given them in that agreement.
1. Liberty has all requisite trust power and trust
authority to enter into and perform the agreement,
to own its assets and to carry on its business as,
to counsel's knowledge, that business is conducted.
2. The agreement has been duly authorized by all
necessary trust action on the part of Liberty and
has been duly signed and delivered by Liberty.
3. The agreement constitutes a valid and binding
obligation of Liberty enforceable in accordance
with its terms, except as enforcement may be
limited by bankruptcy, insolvency, moratorium and
other laws relating to or affecting creditors'
rights generally and except as enforcement may be
limited by general principles of equity.
4. When issued in accordance with the agreement, the
shares will be duly authorized, validly issued,
fully paid, nonassessable and, except for the sale
limitations imposed by the agreement, free and
clear of adverse claims.
* * *