As filed with the Securities and Exchange Commission, via EDGAR, on October
15, 1996
Registration No. 333-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIBERTY PROPERTY TRUST
(Exact name of Registrant as specified in its charter)
---------------
MARYLAND 23-7768996
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
---------------
65 VALLEY STREAM PARKWAY, MALVERN, PENNSYLVANIA 19355
(610) 648-1700
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
---------------
GEORGE J. ALBURGER, JR.
CHIEF FINANCIAL OFFICER
LIBERTY PROPERTY TRUST
65 VALLEY STREAM PARKWAY
MALVERN, PENNSYLVANIA 19355
(610) 648-1700
---------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
PLEASE SEND A COPY OF ALL CORRESPONDENCE TO:
RICHARD A. SILFEN, ESQ.
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
TWELFTH FLOOR PACKARD BUILDING
S.E. CORNER 15TH & CHESTNUT STREETS
PHILADELPHIA, PENNSYLVANIA 19102
(215) 977-2000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: ___________
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: CHECK
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 : ______________
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: _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box: _____________
(facing page continues)
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================
Proposed Proposed Max-
Title of Each Maximum imum Aggregate Amount of
Class of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share (1) Price (1) Fee (1)
===============================================================================
<S> <C> <C> <C> <C>
Common Shares of
Beneficial Inter-
est, 1,000,000 1,000,000
$0.001 par value.. shares $ 22.00 $22,000,000 $6,666.67
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee, pur-
suant to Rule 457(c) under the Securities Act of 1933, as amended. The pro-
posed maximum offering price per unit will be determined from time to time by
the Registrant. Based on the average of the high and low prices of the
Registrant's Common Shares of Beneficial Interest, $0.001 par value, as
reported on the New York Stock Exchange Composite Tape on October 10, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)
OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
==============================================================================
<PAGE>
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the solici-
tation of an offer to buy nor shall there be any sale of these securities in
any State in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such State.
******************************************************************************
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 15, 1996
PROSPECTUS
LIBERTY PROPERTY TRUST
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
Liberty Property Trust (the "Company") hereby offers participation in its
Dividend Reinvestment and Share Purchase Plan (the "Plan"). The Plan provides
investors with a convenient and economical way to purchase the Trust's Common
Shares of Beneficial Interest, $.001 par value per share (the "Shares").
Holders of Shares may reinvest all or a portion of the cash dividends paid on
their Shares.
* Participants in the Plan ("Participants") may purchase Shares at a 3%
discount to the then current market prices, as determined in Question 10
("Current Market Prices"), of the Shares through the automatic reinvestment of
regular quarterly and any other cash dividends on Shares.
* Additional Shares may also be purchased at Current Market Prices through
cash investments ("Cash Investments"), subject to a minimum limit of $250
per month and a maximum limit of $7,500 per month.
* The Plan's "Open Enrollment" provision permits persons who are not
owners of Shares to participate in the Plan by making an initial investment of
at least $1,000 (and no more than $7,500 per month) in Shares at Current
Market Prices.
* Brokerage commissions or service charges will not be charged for
purchases made under the Plan.
* Participants' record keeping will be simplified because they will
receive periodic statements of their accounts.
* A holder of Shares through a broker or other nominee may participate
in the Plan either by making an appropriate arrangement with the nominee or by
having the holder's Shares transferred and registered in the holder's name.
Participation in the Plan is entirely voluntary. Participants may term-
inate their participation at any time. Holders of Shares who do not choose to
participate in the Plan will continue to receive cash dividends as declared,
in the usual manner.
The last reported sale price of the Shares on the New York Stock
Exchange (the "NYSE") on October 14, 1996, was $22.25 per share. This
Prospectus relates to 1,000,000 Shares offered for purchase under the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER STATE
OFFICIAL NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION OR OTHER STATE OFFICIAL PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus ,1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Information as of a particular
date concerning directors and officers, their remuneration, and any material
interest of such persons in transactions with the Company is disclosed in proxy
statements distributed to shareholders of the Company and filed with the
Commission. Such reports, proxy statements, and other information filed by the
Company can be inspected and copied at prescribed rates at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the following regional offices of the Commis-
sion:Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and New York Regional Office, Seven World Trade Center, Suite
1300, New York, New York 10048. Copies of such material also can be obtained
from the public reference section of the Commission, Washington, D.C. 20549,
at prescribed rates. In addition, registration statements and certain other
filings made with the Commission through its Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") system are publicly available through the
Commission's site on the Internet's World Wide Web, located at
http://www.sec.gov. The Registration Statement, including all exhibits
thereto and amendments thereof, has been filed with the Commission through
EDGAR.
Additional information regarding the Company and the Shares offered here-
by is contained in the Registration Statement and the exhibits relating there-
to, filed with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). For further information pertaining to the Company and
the Shares, reference is made to the Registration Statement and the exhibits
thereto, which may be inspected without charge at the office of the Commission
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of the
Registration Statement and the exhibits thereto may be obtained from the
Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated in this Prospectus by reference, as of their
respective dates, the following documents and information heretofore filed with
the Commission pursuant to the Exchange Act: (a) the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995; (b) the Company's
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1996
and June 30, 1996; and (c) the description of the Shares which is contained
in the Company's Registration Statement on Form 8-A filed June 8, 1994 to
register the Shares under Section 12 of the Exchange Act, File No. 1-13130.
All reports and other documents subsequently filed by the Company pur-
suant to Section 13, 14 or 15(d) of the Exchange Act, prior to the termina-
tion of the offering, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained here-
in or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
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<PAGE>
request of any such person, a copy of any or all of the documents referred
to above which have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents. Written or oral requests
for such copies should be directed to the Corporate Secretary, Liberty
Property Trust, 65 Valley Stream Parkway, Suite 100, Malvern, Pennsylvania
19355, Telephone (610) 648-1700.
THE COMPANY
The Company is a self-administered and self-managed Maryland real estate
investment trust (a "REIT") that began operations through a predecessor in
1972. The Company owns direct or indirect interests in a portfolio of
industrial and office properties, substantially all of which are located in
the Southeastern and Mid-Atlantic United States. The Company through its sub-
sidiaries also provides leasing, property management, acquisition, development,
construction management, design management and other related services for a
portfolio which, as of June 30, 1996, consisted of 230 properties totaling
approximately 17.9 million square feet. The Company conducts all of its
business through Liberty Property Limited Partnership (the "Operating Partner-
ship"). As of June 30, 1996, the Company owned an 89.38% general partnership
interest and a 0.03% limited partnership interest in the Operating Partnership.
The remaining limited partnership interest in the Operating Partnership was
owned by various individuals and entities (including certain officers and
directors of the Company) that previously owned the properties, land and other
assets contributed to the Operating Partnership and its subsidiaries in
connection with the Company's initial public offering in June 1994 and sub-
sequent transactions. As the sole general partner of the Operating Partner-
ship, the Trust has control over the management of the Operating Partnership
and over the properties. The Company's executive offices are located at 65
Valley Stream Parkway, Suite 100, Malvern, Pennsylvania 19355 and its
telephone number is (610) 648-1700.
USE OF PROCEEDS
The Company cannot determine the number of Shares that will ultimately be
purchased from it pursuant to the Plan, or the prices at which such Shares
will be purchased. The proceeds from such purchases of Shares under the Plan
will be used to continue the Company's real estate acquisition, development
and investment activities and for other general corporate purposes.
DESCRIPTION OF THE PLAN
PURPOSE
1. What is the purpose of the Plan?
The primary purpose of the Plan is to provide the holders of Shares, and
other investors, with a convenient and economic method of reinvesting dividends
and making Cash Investments without payment of any brokerage commissions or
service charges in connection with purchases. In addition, purchases of Shares
directly from the Company pursuant to the Plan will provide the Company with
additional capital for general corporate purposes.
PARTICIPATION
2. Who is eligible to participate?
You may participate in the Plan if you qualify as either of the following:
(a) you are a "registered holder," a person whose Shares are registered in the
transfer books of the Company in your name, or (b) you are a "beneficial
owner," a holder of Shares who has beneficial ownership of Shares that are
registered in a name other than your name (for example, in the name of a
broker, bank or other nominee).
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<PAGE>
Registered holders may participate in the Plan directly. If you are not a
registered holder, you must either become a registered holder by having your
Shares transferred into your own name, or you must make arrangements with your
broker, bank or other nominee to participate in the Plan on your behalf. Most
major brokers, banks and other nominees will make such arrangements on request.
See Question 5.
If you are not currently an investor in the Company, you may become a
Participant by making an initial investment in Shares at Current Market Prices
of at least $1,000 but not more than $7,500 through the Open Enrollment pro-
vision. See Question 5.
Your right to participate in the Plan is not transferable to another
person apart from a transfer of your Shares. Persons who reside in jurisdic-
tions in which it is unlawful for the Company to permit participation in the
Plan are not eligible to participate in the Plan. The Company has no present
intention regarding the exclusion of persons from participating in the Plan
who utilize it to engage in short-term trading or other arbitrage activities.
It reserves the right to do so, however, if it encounters a pattern of trading
that it considers abusive or objectionable.
BENEFITS AND LIMITATIONS
3. What are the primary benefits and limitations of the Plan?
The primary benefits of the Plan are:
* You may have the cash dividends on all or a portion of your Shares
reinvested automatically at a discount of 3% from the Current Market Prices
of the Shares.
* You may invest in additional Shares by making Cash Investments,
subject to an individual minimum limit of $250 per calendar month and an
individual maximum limit of $7,500 per calendar month.
* You pay no brokerage commissions or service charges in connection
with your purchases under the Plan. See Question 23.
* Your reinvested cash dividends and Cash Investments will be fully
invested because the Plan provides for fractional Shares, computed
to three decimal places, to be credited to your account. Additionally,
dividends on whole or fractional Shares already participating in the Plan
will be reinvested automatically in additional Shares and credited to your
Plan account.
* You may avoid cumbersome safekeeping of Share certificates for
Plan Shares credited to your account.
* Periodic statements reflecting all current activity, including Shares
purchased and latest Plan account balance, will simplify your record keeping.
The primary limitations of the Plan are:
* The date by which you must decide to make Cash Investments is
prior to the Investment Date for such investments. Accordingly, your
investments may be exposed to changes in market conditions. See Question 11.
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<PAGE>
* The Purchase Price for Shares purchased through the Plan is based
on market prices for the Shares during the relevant Pricing Period. As a
result, the Purchase Price may exceed (or be less than) the price of
acquiring Shares on the open market on the related Investment Date. See
Questions 8 and 10.
* There may be delays between a Participant's instruction to sell Plan
Shares and the sale date. There may also be delays in receiving Shares
withdrawn from the Plan. See Questions 15 and 17.
* No interest will be paid on funds held by the Administrator pending
investment. See Question 11.
* Participants who reinvest cash dividends will be treated for Federal
income tax purposes as having received taxable income on the dividend payment
date, giving rise to a tax payment obligation without providing the Partici-
pant with immediate cash to pay such tax when it becomes due. See Question 19.
* Shares deposited in a Plan account may not be pledged. See Question 21.
NEITHER THE COMPANY NOR THE ADMINISTRATOR CAN ASSURE A PROFIT OR PROTECT
AGAINST A LOSS ON SHARES PURCHASED UNDER THE PLAN.
ADMINISTRATION AND INTERPRETATION
4. Who will administer and interpret the Plan?
The Plan will be administered by The First National Bank of Boston or
such successor administrator as the Company may designate (the "Administra-
tor"). The Administrator acts as agent for Participants, keeps records of
Participants' accounts, sends regular account statements to Participants and
performs other duties relating to the Plan. Shares purchased for the Partici-
pants under the Plan will be held by the Administrator on behalf of the
Participants, unless and until a Participant requests that a Share certificate
for the Participant's Shares be issued, as described in Question 14. The
Administrator also serves as dividend disbursement agent, transfer agent
and registrar for the Shares. Communications with the Administrator should
be directed as follows:
The First National Bank of Boston
Dividend Reinvestment Department
P.O. Box 1681
Mail Stop 45-01-06
Boston, MA 02105-1681
(617) 575-3120
When communicating with the Administrator, please provide your daytime
telephone number.
The Company has the right to interpret and establish procedures for
administration of the Plan. The Company's interpretations and procedures will
be final, conclusive and binding.
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<PAGE>
ENROLLMENT
5. How and when may an eligible person enroll in the Plan and
become a Participant?
If you are a registered holder, you may enroll in the Plan and become a
Participant by completing and signing an Authorization Form (enclosed here-
with) and returning it to the Administrator at the address set forth in
Question 4. The Authorization Form appoints the Administrator as your agent
for purposes of the Plan. Please review the Authorization Form for additional
information. An additional Authorization Form may be obtained at any time
from the Administrator. If your Shares are registered in more than one name
(e.g., joint tenants, trustees, etc.), all registered holders of such Shares
should sign the Authorization Form exactly as their names appear on the
account registration.
If you are a beneficial owner but not a record holder of Shares, you must
instruct your broker, bank or other nominee in whose name your Shares are
held to participate in the Plan on your behalf.
If you are not currently an investor in the Company and wish to use the
Open Enrollment feature, you may enroll in the Plan by completing and
signing an Enrollment Form, which will be used as your Authorization Form,
and returning it to the Administrator together with your initial investment
for the purchase of at least $1,000 but not more than $7,500 of Shares. If
a nominee holds Shares of a beneficial owner through a securities depository,
such nominee will also be required to provide a Broker and Nominee Form
(a "B/N Form") to the Administrator in order to participate in the Cash
Investment portion of the Plan. Enrollment Forms and B/N Forms are available
from the Administrator. Investments made through the open enrollment feature
will be made in the manner described for cash investments. See Question 11.
You may enroll in the Plan at any time. Once enrolled, you remain enrol-
led without further action on your part until you discontinue your partici-
pation or until the Plan is terminated. See Question 17 regarding withdrawal
from the Plan and Question 26 regarding termination of the Plan. However,
if there is any subsequent change in the manner in which your name appears on
your certificate(s), you must sign another Authorization Form, and execute a
stock power form to change the registration of your Plan account, in order to
continue participation.
6. What are the participation options and what does the Authorization
Form provide?
The Authorization Form may direct the Company to pay to the Administra-
tor, for the purchase of additional Shares, all of the cash dividends on (a)
the specified number of Shares owned by you on the applicable Record Date,
and designated by you to be included in the Plan (the "Participating Shares")
and (b) all whole and fractional Shares which have been credited to your Plan
account. Shares held by the Administrator in your Plan account are sometimes
referred to as "Plan Shares." The Authorization Form also may direct the
Administrator to purchase Shares for your Plan account with any Cash Invest-
ments that you make and to reinvest automatically all subsequent dividends on
Plan Shares. Dividends will continue to be reinvested on the number of
Participating Shares until the Participant specifies otherwise, or terminates
participation, or the Plan is terminated by the Company.
The Authorization Form provides for the purchase of Shares through the
following investment options:
"Full Dividend Reinvestment" This option directs the Administrator to
invest in accordance with the Plan all dividends on all Shares then or
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subsequently owned by you, and also all dividends on your whole and frac-
tional Plan Shares.
"Partial Dividend Reinvestment" This option directs the Administrator
to invest in accordance with the Plan all dividends on that number of
whole Shares owned by you which are designated in the appropriate
space on the Authorization Form. If this option is selected, you will
continue to receive dividends in the usual manner on all Shares owned by
you but which you have not designated for participation in the Plan. It is
recommended that a nominee firm holding Shares in its own firm's street
name (i.e., Shares not held for the firm by The Depository Trust
Company or some other depository) use this option, even if it wishes to
participate with respect to all of the Shares it owns at the time of
enrollment.
"Cash Investments" This option permits you to make Cash Investments.
It directs the Administrator to apply such investments of at least $250
and not more than $7,500 per month towards the purchase of additional
Shares in accordance with the Plan. You may select this option whether
or not you reinvest dividends. If this option is selected and you do not
elect to reinvest dividends, you will continue to receive dividends on all
Shares (other than Participating Shares) owned by you.
YOU MAY SELECT EITHER OF THE FIRST TWO OPTIONS, BUT YOU MAY NOT SELECT
BOTH. YOU MAY ALSO SELECT THE CASH INVESTMENT OPTION, WHETHER OR NOT YOU
SELECT ONE OF THE FIRST TWO OPTIONS. IN EACH CASE, CASH DIVIDENDS ON ALL
PARTICIPATING SHARES WILL BE REINVESTED IN SHARES, UNTIL YOU SPECIFY OTHER-
WISE OR WITHDRAW FROM THE PLAN ALTOGETHER, OR UNTIL THE PLAN IS TERMINATED.
See Question 17 regarding notification of withdrawal to the Administrator.
See Question 25 regarding provisions on Shares issued in stock splits or stock
dividends and Shares acquired on the exercise of rights. IF YOU RETURN A
PROPERLY EXECUTED AUTHORIZATION FORM TO THE ADMINISTRATOR WITHOUT ELECTING
AN INVESTMENT OPTION, YOU WILL BE ENROLLED AS HAVING SELECTED FULL DIVIDEND
REINVESTMENT.
7. When will participation in the Plan begin?
Participation as to dividend reinvestments or Cash Investments will
commence with the next Investment Date (referred to in Question 8) after the
Administrator's receipt of the Authorization Form, subject to satisfaction of
the following requirements. If the Authorization Form is received by the
Administrator between the record date (the "Record Date") and the payment date
of a quarterly dividend, participation will begin with the following dividend.
For Cash Investments to be made on any Investment Date, the Authorization
Form and the funds to be invested must be received by the Administrator on or
before 5:00 p.m., Eastern time, on the date (the "Cash Due Date") that is two
full Trading Days prior to such Investment Date. See Question 8. For example,
if the purchase from Cash Investments is to be made on a Thursday, the funds
must be received by the Administrator by 5:00 p.m., Eastern time, on the pre-
ceding Monday. If the Authorization Form and the funds to be invested are
received after an applicable Cash Due Date, a Cash Investment will be retained
by the Administration without interest and invested on the next Investment Date.
PURCHASES
8. When will Shares be purchased under the Plan?
If the Shares are purchased with reinvested dividends, they will be
purchased on the dividend payment date, or if such date is not a Trading Day,
then on the next succeeding Trading Day (the "Payment Date"). A "Trading Day"
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means the day on which trades in Shares are reported on the principal market
for the Shares. If the Shares are purchased with Cash Investments, they will
be purchased on the 15th day of the month, or if such date is not a Trading
Day, then on the next succeeding Trading Day.
Notwithstanding the foregoing, due to regulatory requirements, where
Shares are to be purchased on the open market, the Plan may be required to
make purchases on a date later than they would otherwise be made.
The funds for Cash Investments must be received by the Administrator
on or before the Cash Due Date. See Question 7.
The date on which Shares are purchased from the Company, or the first
date on which Shares are purchased in the open market, with respect to any
dividend reinvestment or Cash Investment is sometimes referred to in the Plan
as the "Investment Date" for the Shares purchased in connection with such
dividend reinvestment or Cash Investment.
There can be no assurance as to the declaration or payment of dividends,
and nothing contained in the Plan obligates the Company to declare or pay any
dividends. The Plan does not represent a change in the Company's dividend
policy or a guarantee of future dividends, which will continue to be deter-
Mined by the Board of Trustees based upon the Company's earnings, financial
condition and other factors.
9. What is the source of Shares to be purchased under the Plan?
Shares purchased through the Plan may be newly issued or treasury
Shares purchased directly from the Company, Shares purchased through routine
open market transactions or Shares acquired by a combination of such methods.
The Company will determine the source of the Plan purchases, which may vary
from time to time.
10. At what price will Shares be purchased?
Shares purchased through the Plan directly from the Company with Cash
Investments will be acquired at a price to you equal to the average of the
daily high and low sales prices, computed up to three decimal places, if
necessary, of the Shares as reported on the NYSE for five Trading Days
immediately preceding the applicable Investment Date (the "Pricing Period").
Shares purchased through the Plan directly from the Company with reinvested
dividends will be acquired at a price to you equal to 97% of the foregoing
price.
Shares purchased through the Plan on the open market with Cash
Investments will be acquired at a price to you equal to the average price,
computed up to three decimal places, if necessary, paid by the Administrator
for Shares purchased through the Plan in such open market purchases. Shares
purchased on the open market with reinvested dividends will be acquired at a
price to you equal to 97% of the foregoing price, and the Company will supply
funds to the Administrator to make up the 3% discount.
The price to you for Shares purchased through the Plan, whether directly
from the Company or in open market transactions, is sometimes referred to as
the "Purchase Price" for such Shares.
Although the Company will pay all brokerage fees on Shares purchased
on the open market, for tax purposes, these fees will be considered as
additional taxable dividend income to you. See Question 19. These fees are
not expected to be substantial.
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11. How are Cash Investments made?
All registered holders, including brokers, banks and other nominees with
respect to Shares registered in their name on behalf of a beneficial owner,
who have submitted an appropriately completed and signed Authorization Form
are eligible to make Cash Investments at any time. A broker, bank or other
nominee, as holder on behalf of a beneficial owner, must utilize a B/N Form
for Cash Investments if it holds the Shares in the name of a securities deposi-
tory.
Certificates for Shares purchased through Cash Investments will be
transmitted as the Participant directs. If the Participant has elected the
Full Dividend Reinvestment option, all Shares purchased through Cash Invest-
ments will become Participating Shares automatically and future cash dividends
on such Shares will be reinvested through the Plan. If any other participation
option has been elected, cash dividends on such Shares will be sent directly
to the Participant and not reinvested automatically through the Plan (unless
the owner thereafter enrolls such Shares in the Plan). Persons who do not cur-
rently own Shares may make an initial investment through the Open Enrollment
Provision described in Question 2.
The B/N Form provides the sole means whereby a broker, bank or other
nominee holding Shares on behalf of a beneficial owner in the name of a
securities depository may invest Cash Investments on behalf of such beneficial
owner. A B/N Form must be delivered to the Administrator at the address speci-
fied in Question 4 each time the nominee transmits a Cash Investment on behalf
of a beneficial owner. B/N Forms will be furnished by the Administrator upon
request.
The Administrator will apply all Cash Investments which are received by
the close of business on the Cash Due Date to the purchase of Shares at the
time specified in Question 8. Cash Investments received after the applicable
Cash Due Date will be retained by the Administrator and invested on the next
Investment Date. NO INTEREST WILL BE PAID ON CASH INVESTMENTS HELD PENDING
INVESTMENT OR RECEIVED AFTER THE APPLICABLE CASH DUE DATE. IT IS SUGGESTED
THEREFORE THAT ANY CASH INVESTMENTS A PARTICIPANT WISHES TO MAKE BE SENT SO AS
TO REACH THE ADMINISTRATOR AS CLOSE AS POSSIBLE, BUT PRIOR TO, THE RELATED
CASH DUE DATE. IF YOU HAVE ANY QUESTIONS REGARDING THE CASH DUE DATE YOU
SHOULD CONTACT THE ADMINISTRATOR AT THE ADDRESS OR TELEPHONE NUMBER SET
FORTH IN QUESTION 4.
In the event that any check is returned to the Administrator unpaid for
any reason, the Administrator will consider the request for a Cash Investment
null and void and shall immediately remove from the Participant's account any
Shares purchased upon credit of such money. The Administrator shall also be
entitled to sell these Shares to satisfy uncollected amounts. If the net
proceeds of the sale of such Shares are insufficient to satisfy such uncol-
lected amounts, the Participant will be accountable for any market loss and
the Administrator shall be entitled to sell additional Shares from the
Participant's account to satisfy the uncollected balance.
ALL CASH INVESTMENTS MADE BY CHECK SHOULD BE MADE PAYABLE TO THE FIRST
NATIONAL BANK OF BOSTON AND DELIVERED TO THE ADMINISTRATOR AT THE ADDRESSED
LISTED IN QUESTION 4. OTHER FORMS OF PAYMENT, SUCH AS WIRE TRANSFERS, MAY
BE MADE, BUT ONLY IF APPROVED IN ADVANCE BY THE ADMINISTRATOR. INQUIRIES
REGARDING OTHER FORMS OF PAYMENT AND ALL OTHER WRITTEN INQUIRIES SHOULD BE
ADDRESSED TO THE ADMINISTRATOR.
-9-
<PAGE>
12. What limitations apply to Cash Investments?
Cash Investments are subject to a $250 minimum, and a $7,500
maximum per month, from any Participant or related or associated group of
Participants. Cash Investments of less than $250 or the excess over $7,500
will be returned to the Participant, without interest.
13. What if a Participant has more than one account?
For the purpose of the limitations discussed in Question 12, the
Company may aggregate all Cash Investments for Participants with more than
one account using the same Social Security or Taxpayer Identification Number.
However, if you have multiple holdings in your own name and through nominees,
a separate Authorization Form must be submitted for each holding. See the last
paragraph of Question 6.
For the purpose of such limitations, all Plan accounts which the
Company believes to be under common control or management or to have common
ultimate beneficial ownership may be aggregated. Unless the Company has
determined that Cash Investments for each such account would be consistent
with the purposes of the Plan, the Company will have the right to aggregate
all such accounts and to return, without interest, within 30 days of receipt,
any amounts in excess of the investment limitations applicable to a single
account received in respect of all such accounts.
CERTIFICATES
14. Will certificates be issued for Share purchases?
All Plan Shares will be held together by the Administrator. This seeks
to protect against the loss, theft and destruction of certificates. Upon
written request, the Administrator will have certificates issued and delivered
to you for any whole Shares credited to your account. Certificates will be
issued only in the same names as those enrolled in the Plan. In no event will
certificates for fractional Shares be issued.
SALE OF SHARES
15. Can Participants sell Shares held under the Plan?
Following receipt of written instructions from you, the Administrator
will sell some or all of your Plan Shares and will remit to you a check for
the proceeds of such sale, less your share of brokerage commissions, service
charges and any applicable taxes. Prior written instructions from the Partici-
pant must be received at least five Trading Days preceding the sale. Shares
will be sold at least once per week in routine open market transactions by the
Administrator at then current market prices in transactions carried out
through one or more brokerage firms. The Administrator will impose an admin-
istrative charge ($10 per transaction plus applicable brokerage commissions)
in connection with sales which will be deducted from proceeds of the sale
paid to the Participant. Notwithstanding the foregoing, if there are any
legal restrictions on or limitations on a Participant's right to sell Shares
publicly (e.g., because the Participant is a controlling person of the
Company), the Administrator will not be obligated to sell such Shares.
REPORTS
16. What reports will be sent to Participants?
Unless you are participating in the Plan through your broker, bank or
other nominee, you will receive from the Administrator a detailed statement
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<PAGE>
of your Plan account following each dividend payment and account transaction.
These detailed statements will show total cash dividends received, total Cash
Investments received, total Shares purchased (including fractional Shares),
price paid per Share, total Shares sold, price obtained per Share, total
Shares held by you in the Plan and any other appropriate information. These
statements should be retained by you to determine your tax cost basis for
Shares purchased. If you are participating in the Plan through your broker
or other nominee, you should contact such entity regarding a statement of
your interests in the Plan.
WITHDRAWAL
17. How may Participants withdraw from the Plan?
You may terminate your enrollment in the Plan by giving written notice
to the Administrator, and thereafter all dividends will be sent to you or to
the nominee through which your Shares are held. In order to terminate partici-
pation prior to any dividend payment date, written notice must be received by
the Record Date for such dividend payment. Upon termination, certificates for
any whole Shares will be issued in the Participant's name or, upon receipt of
written instructions, Shares will be sold for the Participant. See Question 15.
Any fractional Shares held in the Plan at the time of termination will be con-
verted to cash on the basis of the then current market price of the Shares. No
sales or withdrawals which will result in a Participant's Plan account being
reduced to zero will be executed between a dividend record date and the
following dividend payment date.
18. Will participation end automatically on the Participants death or
incompetence?
Participation in the Plan will not terminate automatically upon the death
or incompetence of the Participant, even if the Company or the Administrator
is aware of such event. However, the Participant's legal representative or
successor may terminate further participation in the Plan at any time.
FEDERAL INCOME TAXES
19. What are the principal Federal income tax consequences of
participating in the Plan?
The following discussion summarizes the principal Federal income tax
consequences, under current law, of participating in the Plan and does not
constitute tax advice. Changes in the law may adversely affect the tax prin-
ciples outlined in this summary. The summary does not address the special tax
consequences that may be applicable to certain Participants subject to
special tax treatment (including tax-exempt organizations, broker dealers, and
foreign shareholders). Participants should consult with their tax advisors
for further information with respect to the Federal, foreign, state, and local
tax consequences of participation in the Plan.
Classification of Distributions to Shareholders. Distributions to
shareholders are treated as dividends to the extent a REIT has earnings and
profits for Federal income tax purposes. To the extent that the amount distri-
buted by a REIT exceeds the current and accumulated earnings and profits of
the REIT, the distributions will be first treated as a return of capital to
the shareholder to the extent of basis, with any excess taxable as gain.
Reinvestments by Shareholders. A Participant will be treated for Federal
income tax purposes as having received distributions equal to the fair market
value of the Shares purchased on the Investment Date. The fair market value
on the Investment Date may differ from the Purchase Price (which is used to
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<PAGE>
determine the number of Shares acquired). The amount taxable as a dividend,
as mentioned above, will depend on the Company's current and accumulated
earnings and profits. A Participant's tax basis in the Shares acquired under
the Plan will be equal to the amount treated as a distribution for Federal
income tax purposes.
Dividends paid to corporate shareholders, including amounts taxable as
dividends to corporate shareholders under the Plan, will not be eligible
for the corporate dividends-received deduction to such shareholders for
Federal income tax purposes.
Optional Cash Payments. Upon the purchase of Shares from the Company
with a Cash Investment, a Participant will be treated for Federal income
tax purposes as having received a distribution to the extent the fair market
value of Shares acquired on the Investment Date exceeds the Cash Investment.
The fair market value on the Investment Date may differ from the Purchase
Price (which is used to determine the number of Shares acquired). A Partici-
Pant's tax basis in the Shares acquired will be equal to the amount treated
as a distribution for Federal income tax purposes plus the cash payment.
In addition to the treatment described above, the amount of any
brokerage commissions, mark-ups, and other fees or expenses incurred by the
Company on behalf of a Participant in connection with purchases on the open
market will constitute a distribution for Federal income tax purposes. The
holding period for Shares acquired through the Plan will begin the day after
the Investment date.
Receipt of Share Certificates and Cash. A Participant will not realize
any taxable income upon the receipt of a certificate for full Shares credited
to the shareholder's account. A shareholder will, however, recognize gain or
loss when the shareholder sells or exchanges Shares received from the Plan or
when a fractional interest is liquidated. Such gain or loss will equal the
difference between the amount which the shareholder receives for such Shares
and the tax basis.
Withholding. The Company and the Administrator will comply with all
applicable IRS requirements concerning the filing of information returns,
and such information will be provided to the Participant for each calendar
year. With respect to Participants whose dividends are subject to United
States income tax withholding, the Company and the Administrator will comply
with all applicable IRS requirements concerning the withholding of such tax,
and the amount of any cash distribution reinvesting will, in each case, be
after any reduction necessary to comply with the applicable withholding re-
quirements.
OTHER PROVISIONS
20. What happens if a Participant disposes of or acquires additional
Shares?
If a Participant has elected to have all dividends automatically
reinvested in the Plan and subsequently sells or transfers all or any part
of the Shares registered in the Participant's name, automatic reinvestment
will continue on all of the Participant's retained Shares as long as there
are Shares registered in the name of the Participant or held for the Parti-
cipant in the Plan by the Administrator or until termination of enrollment.
Similarly,if a Participant has elected the Full Dividend Reinvestment option
under the Plan (see Question 6) and subsequently acquires additional Shares
registered in the Participant's name, dividends paid on such Shares will be
invested automatically until termination of enrollment or until other in-
structions are given. If, however, a Participant has elected the Partial
Dividend Reinvestment option and subsequently acquires additional Shares
which are registered in the Participant's name, dividends paid on such
additional Shares will not be invested automatically under the Plan. See
Question 6. If a Participant has elected Partial Dividend Reinvestment and
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<PAGE>
sells Shares, reinvestment will continue on the full number of Participating
Shares as long as the Participant owns at least the number of Participating
Shares previously specified, or on the number of Shares the Participant con-
tinues to own, if the Participant owns less than the number previously
specified.
21. May Shares in the Plan be pledged?
Shares held in the Plan may not be pledged and any purported pledge
will be void. If you wish to pledge such Shares, you must first withdraw the
certificates from the Plan. However, Participating Shares registered in your
name may be pledged and remain as Participating Shares in the Plan so long as
they remain registered in your name.
22. How will a Participant's Shares be voted?
In connection with the exercise of shareholder voting rights, each
Participant will receive proxy materials enabling the Participant to vote
the Shares held by the Participant directly and the Shares held for the Parti-
cipant's account by the Administrator. All Shares held by the Administrator
will be voted as designated by the Participant on the proxy card. If a
Participant does not vote by proxy or in person and does not otherwise
instruct the Plan to the contrary, Shares held for the Participant's account
by the Administrator will not be voted. If the Participant owns Shares not
deposited with the Administrator, the Participant will vote those Shares
in the normal manner, even if they are Participating Shares; the Administra-
tor will not be involved in the voting of such Shares.
23. Who pays the expenses of the Plan?
There are no brokerage commissions or service charges on Shares
purchased from the Company for a Participant's account. Brokerage fees on
Shares purchased on the open market for a Participant's account will be paid
by the Company and, for tax purposes, these fees will be considered as
additional dividend income to the Participants. All costs of administering the
Plan will be paid by the Company, except as stated below and except for
brokerage commissions and the Administrator's $10 charge in connection with
sales under the Plan and the costs of any broker, bank or other nominee (other
than the Administrator) which holds Shares on behalf of a Participant. When
whole or fractional Shares are sold for a Participant's account, the Admin-
istrator will first deduct any applicable brokerage commissions, the $10
administrative fee, any required backup withholding and taxes before remitting
the balance to the Participant. The Administrator will charge nominal fees for
various services, including, but not limited to, sales of Shares, preparing
transcripts of accounts (in addition to normal monthly statements) and other
special requests. These charges must be borne by Participants. A fee schedule
is available from the Administrator.
24. What are the responsibilities of the Company and the Admin-
istrator under the Plan?
Neither the Company nor the Administrator has any duties, responsi-
bilities or liabilities except those expressly set forth in the Plan, or as
imposed by applicable legal requirements, including without limitation the
Federal securities laws. THE PARTICIPANT SHOULD RECOGNIZE THAT THE COMPANY
CANNOT ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON THE SHARES PURCHASED
FOR A PARTICIPANT UNDER THE PLAN.
25. What happens if the Company issues a Share dividend or declares
a Share split or makes a rights offering?
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<PAGE>
Any Shares distributed by the Company as a result of a Share dividend or
a Share split on Plan Shares held under the Plan for a Participant will be
credited to the Participant's account as additional Plan Shares. With respect
to Shares issued through Share dividends or splits on Participating Shares not
held by the Administrator: (a) if the Participant has elected the Full
Dividend Reinvestment option (see Question 6), the newly issued Shares will
become Participating Shares automatically, and (b) if the Participant has
elected the Partial Dividend Reinvestment option (see Question 6), the newly
issued Shares will not become Participating Shares unless the Participant sub-
sequently enrolls such Shares under the Plan.
In the event that the Company makes rights available to holders of its
Shares to purchase additional Shares or other securities, the rights issuable
with respect to the Plan Shares will be distributed directly to the Partici-
pants, who will be free to exercise or otherwise dispose of the rights. If a
Participant has elected the Full Dividend Reinvestment option, any Shares
acquired by the Participant on the exercise of rights will become Participating
Shares automatically. If a Participant has elected the Partial Dividend
Reinvestment option, any Shares acquired by the exercise of rights will not be-
come Participating Shares unless the Participant subsequently enrolls such
Shares under the Plan.
26. May the Plan be changed or terminated?
The Company intends the Plan to continue indefinitely. However, the
Company reserves the right to amend, modify, suspend or terminate the Plan
at any time. Participants will be notified in writing of any material changes
in the Plan.
INDEMNIFICATION UNDER THE SECURITIES ACT
Except in limited circumstances, the Company is required by provisions
in its Declaration of Trust, as amended, to indemnify its trustees and officers
against liability incurred by them as a result of their service in those
capacities. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such indemni-
fication is against public policy as expressed in the Securities Act and is
therefore unenforceable.
PLAN OF DISTRIBUTION
Any financial intermediary or other person may purchase Shares through
the Plan at a discount by reinvesting dividends and may capture the discount
by reselling the Shares shortly thereafter. The Company has not entered into
any arrangements with any financial intermediary or other person to engage
in such arrangements. The Company anticipates that the availability of a dis-
count may encourage Participants to purchase more Shares than they would pur-
chase without the discount, but the Company has no basis to quantify the extent
to which additional Shares will be purchased because of the discount. No dis-
count will be offered by the Company for Cash Investments.
Persons who acquire Shares through the Plan and resell them shortly before
or after acquiring them (including coverage of short positions), under
certain circumstances, may be participating in a distribution of securities
that would require compliance with Rule 10b-6 under the Exchange Act and may
be considered to be underwriters within the meaning of the Securities Act.
The Company will not extend to any such person any rights or privileges other
than those to which it would be entitled as a Participant, nor will the
Company enter into any agreement with any such person regarding such person's
purchase of such Shares or any resale or distribution thereof.
-14-
<PAGE>
LEGAL OPINIONS
Wolf, Block, Schorr and Solis-Cohen, Philadelphia, Pennsylvania has
rendered an opinion that any Shares issued and sold by the Company pursuant to
the terms of the Plan will be duly authorized, fully paid and non-assessable.
As to matters of Maryland law, Wolf, Block, Schorr and Solis-Cohen has relied
on the opinion of Weinberg & Green LLC, Baltimore, Maryland. Michael M. Dean,
a partner of Wolf, Block, Schorr and Solis-Cohen, is the sole trustee of
irrevocable trusts established by three of the Company's senior executives for
the benefit of their respective children. Each of such trusts received limited
partnership interests in the Operating Partnership in connection with the
Company's formation in exchange for interests in the Company's predecessor
owned by such trusts.
EXPERTS
The consolidated financial statements and schedule of Liberty Property
Trust and Liberty Property Limited Partnership, respectively, appearing in
Liberty Property Trust's Annual Report (Form 10-K) for the year ended Decem-
ber 31, 1995, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated here-
in by reference. Such consolidated financial statements and schedule are
incorporated herein by reference in reliance upon such report given upon
the authority of said firm as experts in accounting and auditing.
-15-
=================================== ======================================
No persons have been authorized to
give any information or to make any
representations other than those
contained or incorporated in this
Prospectus and, if given or made,
such information or representations
must not be relied upon as having
been authorized. This Prospectus
does not constitute an offer to
sell or a solicitation of an offer
to buy any securities other than LIBERTY PROPERTY TRUST
those to which it relates, or an
offer or solicitation with respect
to those securities to which it
relates to any persons in any
jurisdiction where such offer or
solicitation would be unlawful.
The delivery of this Prospectus
at any time does not imply that
the information contained or in-
corporated herein at its date is
correct as of any time subsequent
to its date.
DIVIDEND REINVESTMENT AND
TABLE OF CONTENTS SHARE PURCHASE PLAN
Page
----
Available Information........ 2
Incorporation of Certain
Document by Reference....... 2
The Company.................. 3
Use of Proceeds.............. 3
Description of the Plan...... 3
Purpose..................... 3
Participation............... 3
Benefits and Limitations.... 4
Administration and
Interpretation............. 5
Enrollment.................. 6
Purchases................... 7
Certificates................ 10
Sale of Shares.............. 10
Reports..................... 10
Withdrawal.................. 11
Federal Income Taxes........ 11
Other Provisions............ 12
Indemnification Under The
Securities Act.............. 14
Plan of Distribution......... 14
Legal Opinions............... 15
Experts...................... 16 , 1996
==================================== =====================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Company in connection with the
sale of the securities being registered in the Registration Statement are as
follows:
Securities and Exchange Commission Fee...........$ 6,667
Accounting fees and expenses.....................$ 10,000
Legal fees and expenses..........................$ 20,000
Blue Sky fees and expenses.......................$ 5,000
Miscellaneous expenses...........................$ 18,000
---------
Total..........................................$ 59,667
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 2-418 of the Maryland General Corporation Law, as amended,
the Company has the power to indemnify trustees and officers under certain
prescribed circumstances (including when authorized by a majority vote of
a quorum of disinterested trustees, by a majority vote of a committee of
two or more disinterested trustees, by independent legal counsel, or by
stockholders) and subject to certain limitations (including, unless otherwise
Determined by the proper court, when such trustee or officer is adjudged liable
to the Company), against certain costs and expenses, including attorneys' fees,
actually and reasonably incurred in connection with any action, suit or pro-
ceeding, whether civil, criminal, administrative, or investigative, to which
any of them is a party by reason of his or her being a trustee or officer of
the Company if it is determined that he or she acted in accordance with the
applicable standard of conduct set forth in such statutory provisions
including when such trustee or officer acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the Company's
best interests, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his or her conduct was unlawful.
Article XII of the Company's By-laws provides that the Company has the
power to indemnify trustees, officers and shareholders of the Company against
expenses (including legal fees) reasonably incurred by him or her, to the
fullest extent permitted by law. The trustees, officers and shareholders of
the Trust also have the right, in certain circumstances, to be paid in advance
for expenses incurred in connection with any such proceedings.
See Item 17 of this Part II for further information concerning indemnifi-
cation of directors, officers and controlling persons of the Company.
ITEM 16. EXHIBITS
5.1 Opinion of Wolf, Block, Schorr and Solis-Cohen
5.2 Opinion of Weinberg & Green LLC
23.1 Consent of Ernst & Young LLP
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen (contained in
Exhibit 5.1)
23.3 Consent of Weinberg & Green LLC. (contained in Exhibit 5.2)
24 Power of Attorney (see pages II-4 and II-5)
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registra-
tion Statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration State-
ment or any material change to such information in the Registration Statement;
provided, however, that clauses (1)(i) and (1)(ii) do not apply if the informa-
tion required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
II-2
<PAGE>
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Malvern, Commonwealth of Pennsylvania, on October
15, 1996.
LIBERTY PROPERTY TRUST
By: WILLARD G. ROUSE III
------------------------------------
Willard G. Rouse III
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Willard G. Rouse III and George J. Alburger,
Jr., and each of them, jointly and severally, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and re-
substitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully as to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
Chairman of the Board
of Trustees and Chief
Executive Officer
(Principal Executive
WILLARD G. ROUSE III Officer) October 15, 1996
- --------------------------
Willard G. Rouse III
Chief Financial Officer
and Treasurer (Principal
Financial and Accounting
GEORGE J. ALBURGER, JR. Officer) October 15, 1996
- --------------------------
George J. Alburger, Jr.
JOSEPH P. DENNY Trustee October 15, 1996
- --------------------------
Joseph P. Denny
II-4
<PAGE>
GEORGE F. CONGDON Trustee October 15, 1996
- --------------------------
George F. Congdon
M. LEANNE LACHMAN Trustee October 15, 1996
- --------------------------
M. Leanne Lachman
FREDERICK F. BUCHHOLZ Trustee October 15, 1996
- --------------------------
Frederick F. Buchholz
J. ANTHONY HAYDEN Trustee October 15, 1996
- --------------------------
J. Anthony Hayden
DAVID L. LINGERFELT Trustee October 15, 1996
- --------------------------
David L. Lingerfelt
JOHN A. MILLER Trustee October 15, 1996
- --------------------------
John A. Miller
STEPHEN B. SIEGEL Trustee October 15, 1996
- --------------------------
Stephen B. Siegel
II-5
Exhibit 5.l
LAW OFFICES
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
TWELFTH FLOOR PACKARD BUILDING
S.E. CORNER 15TH AND CHESTNUT STREETS
PHILADELPHIA, PA 19102-2678
(215) 977-2000
FACSIMILE: (215) 977-2334
October 14, 1996
Liberty Property Trust
65 Valley Stream Parkway
Suite 100
Malvern, PA 19355
Re: Registration Statement on Form S-3
Gentlemen:
As counsel for Liberty Property Trust, a Maryland real estate investment
trust (the "Company"), we have assisted in the preparation of a Registration
Statement on Form S-3 (the "Registration Statement") in connection with the
proposed offering from time to time of up to 1,000,000 Common Shares of
Beneficial Interest, $0.001 par value (the "Common Shares") of the Company
pursuant to the Company's Dividend Reinvestment and Share Purchase Plan (the
"Plan").
In connection therewith, we have examined the originals or copies, certi-
fied or otherwise identified to our satisfaction, of such records, instruments,
documents and matters of law as we have deemed necessary or appropriate for
the purpose of rendering this opinion.
In our examination of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed, photostatic or other copies.
As to matters of fact which have not been independently established, we
have relied upon representations of officers of the Company.
In rendering this opinion, we have relied on the opinion of Weinberg &
Green LLC, attached to the Registration Statement as Exhibit 5.2. We have
assumed in rendering this opinion that there will be no changes in applicable
law between the date of this opinion and any date of issuance or delivery of
the Common Shares.
Based upon the foregoing, it is our opinion that:
When and if the Common Shares are issued and sold by the Company in
accordance with the Plan, such Common Shares will be validly issued, fully
paid and non-assessable.
We hereby consent to the reference to our firm in the Registration
Statement under the Prospectus caption "Legal Opinions" and to the inclusion
of this opinion as an exhibit to the Registration Statement. In giving this
consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules or regulations thereunder.
Very truly yours,
WOLF, BLOCK, SCHORR AND SOLIS-COHEN
Wolf, Block, Schorr and Solis-Cohen
Exhibit 5.2
WEINBERG & GREEN LLC
ATTORNEYS AT LAW
100 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-2775
TELEPHONE 410-332-8600
WASHINGTON AREA 301-470-7400
FACSIMILE 410-332-8862
ROBERT A. SNYDER, JR.
410-332-8824
October 14, 1996
Liberty Property Trust
65 Valley Stream Parkway
Suite 100
Malvern, PA 19355
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as Maryland counsel for Liberty Property Trust, a
Maryland real estate investment trust (the "Company"), in connection with
certain matters of Maryland law regarding the proposed offering from time to
time of up to 1,000,000 Common Shares of Beneficial Interest of the Company
(as defined in the Company's Registration Statement on Form S-3 (the "Registra-
tion Statement"), to be filed in connection with the proposed offering) to
be offered from time to time by the Company pursuant to the Company's Dividend
Reinvestment and Share Purchase Plan (the "Plan"). The Common Shares of Bene-
ficial Interest are referred to herein as the "Common Shares."
In connection with our representation of the Company, and as a basis for
the opinions herein set forth, we have examined the original or photostatic
copies of the following documents (herein collectively referred to as the
"Documents"):
a. the Registration Statement;
b. the prospectus for the Plan;
c. the Plan;
d. the Amended and Restated Declaration of Trust of the Company;
e. the By-laws of the Company;
f. resolutions adopted by the Board of Trustees of the Company
dated September 17, 1996; and
g. such other documents and matters as we have deemed necessary
and appropriate to express the opinions set forth in this letter, subject to
the limitations, assumptions and qualifications noted below.
In expressing the opinions set forth below, we have relied upon represen-
tations of officers of the Company as to matters of fact which have not been
independently verified and we have assumed the following:
<PAGE>
1. Each of the parties (other than the Company) executing any of
the documents has duly and validly executed and delivered each of the Docu-
ments to which such party is a signatory, and such party's obligations set
forth therein are valid and binding and are enforceable in accordance with
all stated terms except as limited (a) by bankruptcy, insolvency, reorgani-
zation, moratorium, fraudulent conveyance or other laws relating to or
affecting the enforcement of creditors' rights or (b) by general equitable
principles;
2. Each individual executing any of the Documents on behalf of a
party (other than the Company) is duly authorized and legally competent to do
so;
3. All Documents submitted to us as originals are authentic. All
Documents submitted to us as certified or photostatic copies conform to the
original documents. All signatures on such Documents are genuine. All public
ecords reviewed or relied upon by us or on our behalf are true and complete.
All statements and information contained in the Documents are true and com-
plete; and
4. There will be no changes in applicable law between the date of
this opinion and any date of issuance or delivery of the Common Shares.
On the basis of the foregoing, and subject to the qualifications and
limitations stated herein, it is our opinion that:
When and if the Common Shares are issued and sold in accordance with
the Company's Dividend Reinvestment and Share Purchase Plan, such Common
Shares will be validly issued, fully paid and non-assessable.
The foregoing opinions are limited to the laws of the State of Maryland
and we do not express any opinion herein concerning any other law. We assume
no obligation to supplement this opinion if any applicable law changes after
the date hereof or if we become aware of any facts that might change the
opinions expressed herein after the date hereof.
We hereby authorize Wolf, Block, Schorr and Solis-Cohen to rely on this
opinion in issuing its opinion to be attached as an exhibit to the Registra-
tion Statement.
We hereby consent to the reference to our firm in the Registration State-
ment under the Prospectus caption "Legal Opinions" and to the inclusion of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
WEINBERG & GREEN LLC
By: ROBERT A. SNYDER, JR.
---------------------------
Robert A. Snyder, Jr., Member
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3 No. 333-00000) and related Prospectus of
Liberty Property Trust filed on October 15, 1996 for the registration of
1,000,000 shares of its Common Shares of Beneficial Interest and to the
incorporation by reference therein of our reports dated February 19, 1996,
with respect to the consolidated financial statements and schedule of Liberty
Property Trust and Liberty Property Limited Partnership, respectively,
included in the Annual Report (Form 10-K) of Liberty Property Trust and
for the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Ernst & Young LLP
Philadelphia, Pennsylvania
October 14, 1996
