0001104659-11-067213.txt : 20111201 0001104659-11-067213.hdr.sgml : 20111201 20111201170034 ACCESSION NUMBER: 0001104659-11-067213 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111130 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20111201 DATE AS OF CHANGE: 20111201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY PROPERTY TRUST CENTRAL INDEX KEY: 0000921112 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 237768996 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13130 FILM NUMBER: 111237849 BUSINESS ADDRESS: STREET 1: 500 CHESTERFIELD PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106481700 MAIL ADDRESS: STREET 1: 500 CHESTERFIELD PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: ROUSE & ASSOCIATES PROPERTY TRUST DATE OF NAME CHANGE: 19940421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY PROPERTY LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000921113 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 232766549 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13132 FILM NUMBER: 111237850 BUSINESS ADDRESS: STREET 1: 500 CHESTERFIELD PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106481700 MAIL ADDRESS: STREET 1: 500 CHESTERFIELD PARKWAY CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: ROUSE & ASSOCIATES LTD PART DATE OF NAME CHANGE: 19940331 8-K 1 a11-30937_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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): November 30, 2011

 

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)

 

Registrants’ telephone, including area code: (610) 648-1700

 

 

(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 (see General Instruction A.2. below):

 

o          Written communications pursuant to Rule 425 under the Section 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.

 

On November 30, 2011, Liberty Property Trust (the “Trust”), acting as the General Partner of Liberty Property Limited Partnership (the “Operating Partnership,” and together with the Trust, the “Registrants”), and the institutional investor named therein (the “Investor”), executed an Ninth Amendment to the Operating Partnership’s Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).

 

Pursuant to the Ninth Amendment, the Partnership Agreement has been amended to (i) establish two series of Partnership Interests in the Partnership, designated, respectively, the “4.00% Series I-1 Cumulative Redeemable Preferred Partnership Interests” (the “Series I-1 Units”) and the “6.25% Series I-2 Cumulative Redeemable Preferred Partnership Interests” (the “Series I-2 Units”) and (ii) reflect certain other matters set forth in such Ninth Amendment.

 

Item 3.02               Unregistered Sales of Equity Securities.

 

Pursuant to the Ninth Amendment, the Operating Partnership issued and sold 362,369.260 Series I-1 Units and 301,500.07 Series I-2 Units, which have a stated value of $25 per unit, or approximately $16.6 million in the aggregate.  The Units were part of the consideration for a property contributed to the Operating Partnership by the Investor. These units were issued without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

 

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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.

 

 

Name:

George J. Alburger, Jr.

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

LIBERTY PROPERTY

 

LIMITED PARTNERSHIP

 

 

 

 

By:

Liberty Property Trust, its sole

 

 

General Partner

 

 

 

 

 

 

 

By:

/s/ George J. Alburger, Jr.

 

 

Name:

George J. Alburger, Jr.

 

 

Title:

Chief Financial Officer

 

 

 

Dated: December 1, 2011

 

 

 

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