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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): September 7, 2000
CABOT INDUSTRIAL TRUST
(Exact Name of Registrant as Specified in Charter)
Maryland 1-13829 04-3397866
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction Identification No.)
of Incorporation)
TWO CENTER PLAZA, SUITE 200
BOSTON, MASSACHUSETTS 02108
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (617) 723-0900
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events.
On September 7, 2000, Cabot Industrial Properties, L.P. (the "Operating
Partnership"), of which Cabot Industrial Trust is the sole general partner (the
"Trust"), commenced a program for the offer of its Series A Medium-Term Notes
due nine months or more from date of issue ("Medium-Term Notes") in an aggregate
initial offering price of up to $200,000,000. The Medium-Term Notes are part of
the aggregate of $600,000,000 in debt securities registered by the Operating
Partnership pursuant to a Registration Statement on Form S-3 (the "Registration
Statement"), File No. 333-71585, filed with the Securities and Exchange
Commission (the "SEC") for offer pursuant to Rule 415 promulgated under the
Securities Act of 1933, as amended (the "Act"). A Prospectus Supplement dated
September 7, 2000 relating to the Medium-Term Notes and a base Prospectus dated
April 21, 1999 have been filed with the SEC pursuant to Rule 424(b) under the
Act. The issuance and sale of the Medium-Term Notes may be made from time to
time in various amounts with varying terms pursuant to an Indenture dated as of
April 29, 1999 (the "Indenture") by and among the Operating Partnership, the
Trust and The Bank of New York (the "Trustee"), as supplemented by Supplemental
Indenture No. 1 dated as of May 4, 1999 by and between the Operating Partnership
and the Trustee ("Supplemental Indenture No. 1") and as further supplemented by
Supplemental Indenture No. 2 dated as of September 7, 2000 by and between the
Operating Partnership and the Trustee ("Supplemental Indenture No. 2"). The
Indenture was previously filed as an exhibit to the Registration Statement,
Supplemental Indenture No. 1 was previously filed with the SEC as an exhibit to
a Form 8-K dated April 29, 1999 and Supplemental Indenture No. 2 is being filed
as exhibit to the Form 8-K being filed by the Trust as of the date hereof and is
incorporated herein by reference.
The Medium-Term Notes will be distributed pursuant to a Distribution
Agreement, dated as of September 7, 2000 by and among the Operating Partnership,
the Trust, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNY Capital
Markets, Inc., Chase Securities, Inc., First Union Securities, Inc., Goldman,
Sachs & Co. and J.P. Morgan Securities Inc. The Distribution Agreement is filed
as an exhibit to the Form 8-K being filed by the Trust as of the date hereof and
is incorporated herein by reference. The Medium-Term Notes may bear fixed or
floating rates of interest and will be issued in substantially the forms filed
as exhibits to the Form 8-K being filed by the Trust as of the date hereof and
incorporated herein by reference. The Bank of New York ("Agent") may perform
certain services in connection with the issuance of the Medium-Term Notes
bearing floating rates of interest, if any, pursuant to a Calculation Agency
Agreement dated as of September 7, 2000 between the Operating Partnership and
the Agent, a copy of which is filed as an exhibit to the Form 8-K being filed by
the Trust as of the date hereof and incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired or To Be Acquired
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
99.1 Distribution Agreement dated as of September 7, 2000 by and
among Cabot Industrial Properties, L.P., Cabot Industrial
Trust, Merrill, Lynch, Pierce, Fenner & Smith Incorporated, BNY
Capital Markets, Inc., Chase Securities, Inc., First Union
Securities, Inc., Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. (incorporated by reference to Exhibit 99.1 to
the Form 8-K dated September 7, 2000 filed by Cabot Industrial
Properties, L.P.).
99.2 Supplemental Indenture No. 2 dated as September 7, 2000 by and
among Cabot Industrial Properties, L.P. and The Bank of New
York (incorporated by reference to Exhibit 99.2 to the Form 8-K
dated September 7, 2000 filed by Cabot Industrial Properties,
L.P.).
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99.3 Form of Series A Medium-Term Note (Floating Rate Note) due nine
months or more from date of issue (incorporated by reference to
Exhibit 99.3 to the Form 8-K dated September 7, 2000 filed by
Cabot Industrial Properties, L.P.).
99.4 Form of Series A Medium-Term Note (Fixed Rate Note) due nine
months or more from date of issue (incorporated by reference to
Exhibit 99.4 to the Form 8-K dated September 7, 2000 filed by
Cabot Industrial Properties, L.P.).
99.5 Calculation Agency Agreement dated as of September 7, 2000 by
and between Cabot Industrial Properties, L.P. and The Bank of
New York (incorporated by reference to Exhibit 99.5 to the Form
8-K dated September 7, 2000 filed by Cabot Industrial
Properties, L.P.).
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CABOT INDUSTRIAL TRUST
Date: September 7, 2000 By: /s/ Neil E. Waisnor
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Neil E. Waisnor
Senior Vice President--Finance
Treasurer and Secretary
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