8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 4, 2007

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)

Registrant’s telephone number, including area code: (610) 648-1700

Not Applicable

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     The discussion of the Limited Partnership Agreement and Contribution Agreement in Item 2.01 hereof is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On October 4, 2007, Liberty Property Trust, a Maryland real estate investment trust (“Liberty”), together with its operating partnership, Liberty Property Limited Partnership (“Liberty LP”), completed the previously announced mergers with Republic Property Trust, a Maryland real estate investment trust (“Republic”), pursuant to the Agreement and Plan of Merger, dated as of July 23, 2007 (the “Merger Agreement”), by and among Liberty, Liberty LP, Liberty Acquisition LLC, a wholly owned subsidiary of Liberty (“Liberty Acquisition”), Republic and Republic Property Limited Partnership, Republic’s operating partnership (“Republic LP”). Pursuant to the Merger Agreement, Republic merged with and into Liberty Acquisition (the “REIT Merger”), with Liberty Acquisition surviving as a wholly owned subsidiary of Liberty, and, immediately prior to the REIT Merger, Republic LP merged with and into Liberty LP (the “Partnership Merger”), with Liberty LP surviving. Promptly following the REIT Merger, Liberty Acquisition was merged with and into Liberty, with Liberty surviving (together with the REIT Merger and the Partnership Merger, the “Mergers”).

     Pursuant to the Merger Agreement, (i) each outstanding common share of beneficial interest, par value $0.01 (each, a “Common Share”), of Republic (other than Common Shares held by Republic, Liberty and their respective subsidiaries) was converted into the right to receive $14.70 in cash, without interest (the “Merger Consideration”), and (ii) each outstanding Republic LP partnership unit was converted into the right to receive the Merger Consideration. The aggregate amount paid to holders of Republic Common Shares and Republic LP partnership units was approximately $434.6 million. In the Mergers, Liberty acquired an operating platform, including all of the real estate property assets of Republic (other than the D.C. Properties (as defined below)), as well as other assets, including Republic LP’s option to purchase certain real property located in Washington, D.C., cash, accounts payable, accounts receivable and furniture and fixtures (such other assets collectively, the “Platform and Retained Assets”).

     In order to partially finance the Mergers, Liberty, on October 4, 2007, entered into a joint venture (the “Joint Venture”) with New York State Common Retirement Fund (“NY Common”), through the formation of a joint venture limited partnership (“Liberty Washington”) that, in a series of transactions discussed more fully below, acquired on October 4, 2007 the real estate property assets of Republic. Liberty owns 25% of Liberty Washington and NY Common owns 75%. Pursuant to the Contribution Agreement entered into in connection with the Joint Venture, NY Common contributed approximately $415 million to Liberty Washington, a portion of which was loaned to Liberty to pay holders of Republic Common Shares and Republic LP partnership units in the Mergers (the “JV Loan”). Pursuant to the Contribution Agreement, Liberty contributed real property with a value of approximately $138.4 million to Liberty Washington.

     Immediately prior to the consummation of the Mergers, Republic sold to Liberty Washington all of its ownership interests in subsidiaries that own real estate in Washington, D.C. (the “D.C. Properties”) in exchange for a promissory note (the “D.C. Note”) from Liberty Washington. In addition, immediately prior to the consummation of the Mergers, Liberty loaned Republic $59.5 million to defease certain loans and pay fees and expenses associated with the defeasance (the “Defeasance Loan”). The Defeasance Loan survives all the transactions described herein and will accrue interest monthly on all unpaid amounts at 5.25% per annum and is due and payable on September 1, 2008.

     Immediately following the Mergers and pursuant to the Contribution Agreement, Liberty contributed the D.C. Note and all of the real estate property assets of Republic (together with certain liabilities, including, without limitation, the Defeasance Loan), other than the D.C. Properties and the Platform and Retained Assets (such contributed assets and liabilities, collectively, the “Contributed Items”), to Liberty Washington (the “Contribution”) in satisfaction of its capital contribution requirement to the Joint Venture and the JV Loan. In connection with the Mergers and the Joint Venture, Liberty Washington paid off certain debt of Republic in the aggregate amount of $90.2 million. Liberty Washington’s debt immediately following the Mergers and the Contribution was approximately $347.5 million, including the Defeasance Loan.

     The properties acquired by Liberty Washington include 13 operating properties consisting of 24 office buildings, and a redevelopment property that, upon completion, will comprise 176,000 square feet of prime office space.

     Pursuant to the Agreement of Limited Partnership of Liberty Washington (the “Partnership Agreement”), a wholly owned subsidiary of Liberty LP will manage the day-to-day operations of Liberty Washington in accordance with the terms of the Partnership Agreement. Liberty LP will manage and lease the Joint Venture properties pursuant to a Management and Leasing Agreement and will manage the development of additional properties for the Joint Venture in the Greater Washington, D.C. area pursuant to a Development Management Agreement. The Partnership Agreement prevents Liberty from acquiring or owning office property in the Greater Washington, D.C. area, unless the opportunity to acquire a new property by Liberty Washington is rejected by NY Common.

     The partners receive monthly distributions of net cash receipts in proportion to their percentage interests in Liberty Washington. In the event of the sale of substantially all of Liberty Washington’s properties and if certain performance targets under the Partnership Agreement are satisfied, Liberty’s interest in the proceeds from such sale may be in excess of 25%.

     The Partnership Agreement contains a buy-sell provision that may be exercised by either partner (1) upon the occurrence of certain events specified in the Partnership Agreement or (2) with certain limitations specified in the Partnership Agreement, at any time after October 4, 2012. The buy-sell provision provides that the partner invoking the buy-sell right shall make an offer to purchase all of the partnership interests of the other partner coupled with an offer to sell to the other partner all of its partnership interests, both at the same cash price. The partner receiving the offer has forty-five (45) business days to either purchase the partnership interests of the partner invoking the buy-sell right or sell its partnership interests to the invoking partner.

     On October 4, 2007, the Company issued a joint press release with Republic announcing completion of the Mergers and the Joint Venture. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.06. Material Impairments.

     As discussed above, in the Mergers Liberty and Liberty LP acquired the Contributed Items and the Platform and Retained Assets but contributed to the Joint Venture the Contributed Items. Thus, on October 4, 2007, the date that the Joint Venture was consummated, Liberty and Liberty LP concluded that they would recognize a one-time impairment charge to net income based on the difference between the aggregate value of the Contributed Items and the Platform and Retained Assets and the value of the Contributed Items. At this time, Liberty and Liberty LP are unable to make a final determination of the estimated range related to the impairment charge. However, to the extent required by applicable rules, Liberty and Liberty LP will file one or more amendments to this Current Report on Form 8-K or include such disclosures in a future Quarterly Report on Form 10-Q or Annual Report on Form 10-K as details of the impairment charges are refined and estimates of the related costs and charges are finalized. The impairment charges ultimately recorded are not expected to result in material future cash expenditures.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired.
	None.
(b)	Pro Forma Financial Information.
	No pro forma financial information regarding the Mergers is required. To the extent that pro forma financial information regarding the Contribution is required, it will be filed by amendment to this Current Report on Form 8-K within seventy-one (71) calendar days after the date of filing hereof.
(c)	Shell Company Transactions.
	None.

(d) Exhibits.

Exhibit	Exhibit Title
99.1	Joint Press Release by the Registrants and Republic dated October 4, 2007.

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: October 11, 2007

EXHIBIT INDEX

Exhibit	Exhibit Title
99.1	Joint Press Release by the Registrants and Republic dated October 4, 2007.

EX-99.1

Exhibit 99.1

For Immediate Release	Inquiries:	Jeanne A. Leonard
		Liberty Property Trust
		610/648-1704

LIBERTY PROPERTY TRUST COMPLETES PURCHASE
OF REPUBLIC PROPERTY TRUST

Joint Venture Formed with New York State Common Retirement Fund

Malvern, PA and Herndon, VA, October 4, 2007— Liberty Property Trust (NYSE:LRY) and Republic Property Trust (NYSE:RPB) announced that the acquisition of Republic was completed today through the merger of Republic with a wholly owned subsidiary of Liberty and the merger of Republic’s operating partnership with Liberty’s operating partnership. In the mergers, each of the former common shares of Republic and partnership units of its operating partnership was converted into the right to receive $14.70 in cash, without interest. Republic’s common stock will be delisted from the New York Stock Exchange effective at the close of business on October 4, 2007. The portfolio of 14 properties acquired from Republic will be operated in a joint venture between Liberty and New York State Common Retirement Fund, as advised by Heitman. The joint venture, in which Liberty holds a 25% interest, is originally valued at $900 million, and is expected to grow to approximately $2.2 billion through the acquisition and development of additional properties in the Washington, DC and Northern Virginia markets.

“We are very pleased to be up and running in the Washington and Northern Virginia markets,” commented Bill Hankowsky, chairman and chief executive officer. “These transactions provide Liberty with a new platform of quality properties in dynamic markets and a mandate to grow that platform.”

Liberty’s new platform will be led by John Gattuso, senior vice president for urban and national development, who will assume the role of regional director for a new region incorporating Washington, Northern Virginia and the city of Philadelphia. The urban and national development team has developed more than five million square feet of Class A, sustainable projects of national stature, including the Plaza at PPL Center, Comcast Center, and the Philadelphia Navy Yard Corporate Center. Mr. Gattuso will oversee a local team consisting of development, leasing and property management experts from both Liberty and Republic, and from the Washington marketplace.

The properties contributed to the joint venture include 13 operating properties consisting of 24 office buildings and a redevelopment property that, upon completion, will comprise 176,000 square feet of prime office space.

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Liberty/Republic October 4, 2007 -2-

Properties acquired/contributed:

		# of		Net Rentable
	Property	Bldgs	Address, Location	Sq. Ft.
1	Corporate Oaks	1	625 Herndon Parkway	60,767
			Herndon, VA
2	Corporate Pointe IV	1	14111 Park Meadow Dr.	80,118
			Chantilly, VA
3	Lakeside I & II	2	14100-14120 Newbrook Drive	173,218
			Chantilly, VA
4	Pender Business Park	4	3922-3928 Pender Drive	170,940
			Fairfax, VA
5	Presidents Park I	1	13861 Sunrise Valley Drive	196,901
			Herndon, VA
6	Presidents Park II	1	13865 Sunrise Valley Drive	199,211
			Herndon, VA
7	Presidents Park III	1	2525 Network Place	198,755
			Herndon, VA
8	The Republic Building	1	1425 New York Avenue, NW	276,018
			Washington, DC
9	Republic Park #1-7	7	13605-13665 Dulles	349,611
			Technology Dr. Herndon, VA
10	Republic Park #8	1	13461 Sunrise Valley Drive	181,154
			Herndon, VA
11	WillowWood I	1	10300 Eaton Place	120,513
			Fairfax, VA
12	WillowWood II	1	10306 Eaton Place	124,358
			Fairfax, VA
13	WillowWood III & IV	2	10304 & 10302 Eaton Place	278,979
			Fairfax, VA
14	1129 20th St., NW*	1	1129 20th St., NW	176,000
			Washington, DC
	TOTAL	25		2,586,543

*1129 20^th St. NW is currently being redeveloped for delivery in July of 2008.

About Liberty

Liberty Property Trust (NYSE:LRY) is a leader in commercial real estate, serving customers in the United States and United Kingdom, through the development, acquisition, ownership and management of superior office and industrial properties. Liberty’s 68 million square foot portfolio includes more than 700 properties which provide office, distribution and light manufacturing facilities to 2,100 tenants.

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Liberty/Republic October 4, 2007 -3-

About Republic Property Trust

Republic Property Trust is a fully integrated, self-administered and self- managed real estate investment trust formed to own, operate, lease, acquire and develop primarily Class A office properties. The Company’s current portfolio is focused in the Washington, D.C. metropolitan, or Greater Washington, D.C., market. Republic Property Trust also selectively seeks fee-based development opportunities for all real estate classes.

The statements contained in this press release may include forward-looking statements within the meaning of the federal securities law, including, without limitation, any projections of the value of the joint venture. Although Liberty believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. As forward-looking statements, these statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the expected results. These factors include, without limitation, the uncertainties affecting real estate businesses generally (such as entry into new leases, renewals of leases and dependence on tenants’ business operations), risks relating to our ability to maintain and increase property occupancy and rental rates, the financial condition of tenants, the uncertainties of real estate development and construction activity, the costs and availability of financing, the effects of local economic and market conditions, regulatory changes, potential liability relative to environmental matters and other risks and uncertainties detailed in the company’s filings with the Securities and Exchange Commission. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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