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): January 15, 1998 (January 12, 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 ITEM 5: OTHER EVENTS - ------------------------- Attached to this report as Exhibit 10.1 is the Distribution Agreement, dated January 12, 1998, among Liberty Property Trust and Liberty Property Limited Partnership (together, the "Registrants") and Lehman Brothers Inc., Donaldson, Lufkin & Jenrette Securities Corporation, First Chicago Capital Markets, Inc., J.P. Morgan Securities Inc. and UBS Securities LLC (collectively, the "Agents"), relating to the Registrants' Medium-Term Note Program. Attached to this report as Exhibit 10.2 is the Underwriting Agreement, dated January 14, 1998, among the Registrants and Smith Barney Inc. and A.G. Edwards & Sons, Inc. (together, the "Underwriters"), relating to the public offering by Liberty Property Trust of 2,300,000 of its common shares of beneficial interest, $0.001 par value (the "Common Shares"), plus up to an additional 345,000 Common Shares issuable pursuant to an overallotment option granted to the Underwriters, for $27.75 per share. 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 Distribution Agreement, dated January 12, 1998, among the Registrants and the Agents. 10.2 Underwriting Agreement, dated Janaury 14, 1998, among the Registrants and the Underwriters. 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: January 12, 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: January 12, 1998 BY: /s/ GEORGE J. ALBURGER, JR. ------------------------------- NAME: George J. Alburger, Jr. TITLE: Chief Financial Officer EXHIBIT INDEX 10.1 Distribution Agreement, dated January 12, 1998, among Liberty Property Trust and Liberty Property Limited Partnership and Lehman Brothers Inc., Donaldson, Lufkin & Jenrette Securities Corporation, First Chicago Capital Markets, Inc., J.P. Morgan Securities Inc. and UBS Securities LLC. 10.2 Underwriting Agreement, dated January 14, 1998, among Liberty Property Trust and Liberty Property Limited Partnership and Smith Barney Inc. and A.G. Edwards & Sons, Inc. DSB:477059.1