0001104659-20-010138.txt : 20200204 0001104659-20-010138.hdr.sgml : 20200204 20200204081538 ACCESSION NUMBER: 0001104659-20-010138 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200204 DATE AS OF CHANGE: 20200204 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-120692 FILM NUMBER: 20570718 BUSINESS ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: SUITE 400 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6106481700 MAIL ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: SUITE 400 CITY: WAYNE STATE: PA ZIP: 19087 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-120692-01 FILM NUMBER: 20570717 BUSINESS ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: SUITE 400 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6106481700 MAIL ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: SUITE 400 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: ROUSE & ASSOCIATES LTD PART DATE OF NAME CHANGE: 19940331 POS AM 1 a20-6455_7posam.htm POS AM

 

As filed with the Securities and Exchange Commission on February 4, 2020

 

Registration No. 333-22211  

Registration No. 333-39282  

Registration No. 333-43267  

Registration No. 333-45032  

Registration No. 333-65592  

Registration No. 033-94782  

Registration No. 333-120692

Registration No. 333-125571

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

 

FORM S-3

 

REGISTRATION STATEMENT NO.  333-22211

REGISTRATION STATEMENT NO.  333-39282

REGISTRATION STATEMENT NO.  333-43267

REGISTRATION STATEMENT NO.  333-45032

REGISTRATION STATEMENT NO.  333-65592

REGISTRATION STATEMENT NO.  033-94782

REGISTRATION STATEMENT NO.  333-120692

REGISTRATION STATEMENT NO.  333-125571

UNDER THE SECURITIES ACT OF 1933

 

 

LIBERTY PROPERTY TRUST

 

 

LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

 

 

Maryland
Pennsylvania

 

23-7768996
23-2766549

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

c/o Prologis, Inc.

Pier 1, Bay 1

San Francisco, California 94111

(415) 394-9000

(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant’s Principal Executive Offices)

 

Edward S. Nekritz, Secretary

Prologis, Inc.

1800 Wazee Street, Suite 500

Denver, Colorado 80202

(303) 567-5000

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Approximate date of commencement of proposed sale to the public: Not applicable.  This post-effective amendment deregisters all of the securities that were unsold under the registration statement as of the date hereof.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

x

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

o

 

 

Emerging growth company

o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

 

 

 

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) filed by Liberty Property Trust, a Maryland real estate investment trust (the “Company”), and Liberty Property Limited Partnership, a Pennsylvania limited partnership (“Company OP” and together with the Company, the “Registrants”), deregisters all securities that remain unsold under the following Registration Statements on Form S-3 (each a “Registration Statement,” and collectively, the “Registration Statements”) filed by the Registrants with the U.S. Securities and Exchange Commission (the “Commission”):

 

·                  Registration Statement on Form S-3 (No. 333-22211), which was filed with the Commission on February 21, 1997 and Amendment No. 1 thereto, which was filed with the Commission on March 6, 1997.

 

·                  Registration Statement on Form S-3 (No. 333-39282), which was filed with the Commission on June 14, 2000 and Amendment No. 1 thereto, which was filed with the Commission on June 27, 2000.

 

·                  Registration Statement on Form S-3 (No. 333-43267), which was filed with the Commission on December 24, 1997, and Amendment No. 1 thereto, which was filed with the Commission on January 5, 1998.

 

·                  Registration Statement on Form S-3 (No. 333-45032), which was filed with the Commission on September 1, 2000.

 

·                  Registration Statement on Form S-3 (No. 333-65592), which was filed with the Commission on July 23, 2001, Amendment No. 1 thereto, which was filed with the Commission on October 15, 2001, Amendment No. 2 thereto, which was filed with the Commission on November 14, 2001 and Amendment No. 3 thereto, which was filed with the Commission on December 11, 2001.

 

·                  Registration Statement on Form S-3 (No. 033-94782), which was filed with the Commission on July 20, 1995, Amendment No. 1 thereto, which was filed with the Commission on August 22, 1995 and Amendment No. 2 thereto, which was filed with the Commission on September 20, 1995.

 

·                  Registration Statement on Form S-3 (No. 333-120692), which was filed with the Commission on November 23, 2004, Amendment No. 1 thereto, which was filed with the Commission on January 24, 2005 and Amendment No. 2 thereto, which was filed with the Commission on February 14, 2005.

 

·                  Registration Statement on Form S-3 (No. 333-125571), which was filed with the Commission on June 6, 2005 and Amendment No. 1 thereto, which was filed with the Commission on July 7, 2005.

 

Effective on February 3, 2020, pursuant to the Agreement and Plan of Merger, dated as of October 27, 2019 (the “Merger Agreement”), by and among the Company, Company OP, Leaf Holdco Property Trust, a Maryland real estate investment trust and wholly owned subsidiary of the Company (“New Liberty Holdco”), Prologis, Inc., a Maryland corporation (“Prologis”), Lambda REIT Acquisition LLC, a Maryland limited liability company and wholly owned subsidiary of Prologis (“Prologis Merger Sub”), Prologis, L.P., a Delaware limited partnership (“Prologis OP”), and Lambda Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Prologis OP (“Prologis OP Merger Sub”), a wholly owned subsidiary of New Liberty Holdco merged with and into the Company (the “Company Merger”), with the Company continuing as the surviving entity and as an indirect wholly owned subsidiary of New Liberty Holdco.  Effective on February 4, 2020, New Liberty Holdco merged with and into Prologis Merger Sub (the “Topco Merger” and together with the Company Merger, the “Company Mergers”), with Prologis Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Prologis; immediately after the Topco Merger, Prologis Merger Sub caused all of the outstanding equity interests in the Company to be contributed to Prologis OP in exchange for the issuance by Prologis OP of the partnership interests in Prologis OP to other subsidiaries of Prologis; and thereafter, Prologis Merger Sub merged with and into Company OP, with Company OP continuing as the surviving entity and a wholly owned subsidiary of Prologis OP (the “Partnership Merger” and together with the Company Merger and the Topco Merger, the “Mergers”).

 

In connection with the completion of the Mergers and related transactions contemplated by the Merger Agreement, the offerings pursuant to the above-referenced Registration Statements have been terminated. In accordance with undertakings made by the Registrants in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrants hereby remove from registration any and all securities registered but unsold under each of the Registration Statements. Each of the Registration Statements is hereby amended, as appropriate, to reflect the deregistration of such securities.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, each Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the above-referenced Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on this 4th day of February, 2020.

 

 

Liberty Property Trust

 

 

 

By:

/s/ Michael T. Blair

 

 

Name:

Michael T. Blair

 

 

Title:

Managing Director, Deputy General Counsel

 

 

 

Liberty Property Limited Partnership

 

 

 

By: Liberty Property Trust,

 

its sole General Partner

 

 

 

By:

/s/ Michael T. Blair

 

 

Name:

Michael T. Blair

 

 

Title:

Managing Director, Deputy General Counsel

 

*                                         Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

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