10-Q/A 1 c08906e10vqza.htm FORM 10-Q/AMENDMENT NO. 1 Form 10-Q/Amendment No. 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the quarterly period ended June 30, 2010
     
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
    For the transition period from ________ to ________
     
Commission file numbers:
  1-13130 (Liberty Property Trust)
1-13132 (Liberty Property Limited Partnership)
 
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrants as specified in their governing documents)
 
     
MARYLAND (Liberty Property Trust)
PENNSYLVANIA (Liberty Property Limited Partnership)
  23-7768996
23-2766549
     
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer
Identification Number)
     
500 Chesterfield Parkway
Malvern, Pennsylvania
  19355
     
(Address of Principal Executive Offices)   (Zip Code)
Registrants’ Telephone Number, Including Area Code (610) 648-1700
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past ninety (90) days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (Check one):
             
Large Accelerated Filer þ   Accelerated Filer o   Non-Accelerated Filer o
(Do not check if a smaller reporting company)
  Smaller Reporting Company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
On August 3, 2010, 113,749,354 Common Shares of Beneficial Interest, par value $0.001 per share, of Liberty Property Trust were outstanding.
 
 

 

 


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Explanatory Note
The Registrants are filing this Amendment No. 1 to Form 10-Q/A solely to include revised versions of Exhibits 10.18 and 10.19 hereto. These exhibits were filed with the Registrants’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 solely to include certain schedules and exhibits that were omitted from the exhibits as originally filed with the Registrants’ Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and are now being refiled solely to alter the portions of these exhibits as to which confidential treatment is being requested pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
There are no changes to the financial or other information provided by the Registrants in the original filing of their Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and this amendment is not intended to update any other information presented in the Quarterly Report as originally filed. As required by Rule 12b-15 under the Exchange Act, the Registrants are also including in this amendment updated certifications of the principal executive and financial officers.

 

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Liberty Property Trust/Liberty Property Limited Partnership
Form 10-Q for the period ended June 30, 2010
         
Index   Page  
         
    45  
         
    46  
         
    48  
         
    49  
         
    50  
         
 Exhibit 10.18
 Exhibit 10.19
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 31.3
 Exhibit 31.4
 Exhibit 32.1
 Exhibit 32.2
 Exhibit 32.3
 Exhibit 32.4

 

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PART II. OTHER INFORMATION

 

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Item 6. Exhibits
Note to Exhibits: Exhibits 10.18 and 10.19 were filed with the Registrants’ Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and were refiled with this Quarterly Report on Form 10-Q solely to include certain schedules and exhibits that were omitted from the exhibits as originally filed. Confidential treatment has been granted by the Securities and Exchange Commission with respect to portions of these exhibits pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and the Registrants have submitted, and subsequently revised, an application for confidential treatment with respect to portions of the schedules and exhibits that were added to the exhibits as filed with the Quarterly Report on Form 10-Q. These exhibits are being refiled in this Amendment No. 1 to Form 10-Q to conform with the revised application.
     
10.18 +  
Agreement of Limited Partnership of Liberty Washington, L.P. by and between Liberty Washington Venture, LLC and New York State Common Retirement Fund dated as of October 4, 2007.
   
 
10.19 +  
Contribution Agreement among New York State Common Retirement Fund and Liberty Property Limited Partnership and Liberty Washington, L.P. dated October 4, 2007.
   
 
12.1**  
Statement Re: Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges.
   
 
31.1*  
Certification of the Chief Executive Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
   
 
31.2*  
Certification of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
   
 
31.3*  
Certification of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
   
 
31.4*  
Certification of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
   
 
32.1*  
Certification of the Chief Executive Officer of Liberty Property Trust required under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
   
 
32.2*  
Certification of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
   
 
32.3*  
Certification of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

 

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32.4*  
Certification of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
   
 
101.INS*  
XBRL Instance Document (furnished herewith).
   
 
101.SCH*  
XBRL Taxonomy Extension Schema Document (furnished herewith).
   
 
101.CAL*  
XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith).
   
 
101.DEF*  
XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith).
   
 
101.LAB*  
XBRL Extension Labels Linkbase (furnished herewith).
   
 
101.PRE*  
XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith).
 
     
*  
Filed herewith.
 
**  
Previously filed.
 
+  
The Registrants have submitted an application for confidential treatment with respect to portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LIBERTY PROPERTY TRUST
         
/s/ WILLIAM P. HANKOWSKY
  November 24, 2010    
 
William P. Hankowsky
 
 
Date
   
President and Chief Executive Officer
       
 
       
/s/ GEORGE J. ALBURGER, JR.
  November 24, 2010    
 
George J. Alburger, Jr.
 
 
Date
   
Executive Vice President and Chief Financial Officer
       

 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LIBERTY PROPERTY LIMITED PARTNERSHIP
     
BY:
  Liberty Property Trust
 
  General Partner
         
/s/ WILLIAM P. HANKOWSKY
  November 24, 2010    
 
William P. Hankowsky
 
 
Date
   
President and Chief Executive Officer
       
 
       
/s/ GEORGE J. ALBURGER, JR.
  November 24, 2010    
 
George J. Alburger, Jr.
 
 
Date
   
Executive Vice President and Chief Financial Officer
       

 

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EXHIBIT INDEX
Note to Exhibits: Exhibits 10.18 and 10.19 were filed with the Registrants’ Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and were refiled with this Quarterly Report on Form 10-Q solely to include certain schedules and exhibits that were omitted from the exhibits as originally filed. Confidential treatment has been granted by the Securities and Exchange Commission with respect to portions of these exhibits pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and the Registrants have submitted, and subsequently revised, an application for confidential treatment with respect to portions of the schedules and exhibits that were added to the exhibits as filed with the Quarterly Report on Form 10-Q. These exhibits are being refiled in this Amendment No. 1 to Form 10-Q to conform with the revised application.
         
EXHIBIT NO.   DESCRIPTION
     
 
10.18 +*    
Agreement of Limited Partnership of Liberty Washington, L.P. by and between Liberty Washington Venture, LLC and New York State Common Retirement Fund dated as of October 4, 2007.
     
 
10.19 +*    
Contribution Agreement among New York State Common Retirement Fund and Liberty Property Limited Partnership and Liberty Washington, L.P. dated October 4, 2007.
     
 
12.1**    
Statement Re: Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges.
     
 
31.1*    
Certification of the Chief Executive Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
     
 
31.2*    
Certification of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
     
 
31.3*    
Certification of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
     
 
31.4*    
Certification of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
     
 
32.1*    
Certification of the Chief Executive Officer of Liberty Property Trust required under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
     
 
32.2*    
Certification of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
     
 
32.3*    
Certification of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

 

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EXHIBIT NO.   DESCRIPTION
     
 
32.4*    
Certification of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
     
 
101.INS*  
XBRL Instance Document (furnished herewith).
     
 
101.SCH*  
XBRL Taxonomy Extension Schema Document (furnished herewith).
     
 
101.CAL*  
XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith).
     
 
101.DEF*  
XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith).
     
 
101.LAB*  
XBRL Extension Labels Linkbase (furnished herewith).
     
 
101.PRE*  
XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith).
 
     
*  
Filed herewith.
 
**  
Previously filed.
 
+  
The Registrants have submitted an application for confidential treatment with respect to portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

 

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