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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 PROPERTIES, L.P.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
Delaware 1-14979 04-3397874
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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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") 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, Cabot
Industrial Trust (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 this Form 8-K and
each such document 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 this Form 8-K 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 this Form 8-K 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 this Form 8-K 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.
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.
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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.
99.4 Form of Series A Medium-Term Note (Fixed Rate Note) due nine
months or more from date of issue.
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.
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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 PROPERTIES, L.P.
By: Cabot Industrial Trust,
Its general partner
Date: September 7, 2000 By: /s/ Neil E. Waisnor
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Neil E. Waisnor
Senior Vice President--Finance
Treasurer and Secretary
