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SEC FILE NO. 33-94782
FILED PURSUANT TO RULE 424B5
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 21, 1995)
LIBERTY PROPERTY TRUST
COMMON SHARES OF BENEFICIAL INTEREST
Liberty Property Trust (the "Trust") is one of the largest owners and
operators of suburban industrial and office real estate in the United
States. The Trust is a self-administered and self-managed Maryland real
estate investment trust (a "REIT"). The Trust and its subsidiary, Liberty
Property Limited Partnership, a Pennsylvania limited partnership (the
"Operating Partnership" and, together with the Trust, the "Company"), were
formed to continue and expand the commercial real estate business of Rouse
& Associates, a Pennsylvania general partnership that was founded in 1972,
and certain affiliated entities (collectively, the "Predecessor"). The
Company completed its initial public offering in June 1994. On a
consolidated basis, substantially all of the assets of the Trust are owned,
and all of its operations are conducted, directly or indirectly, by the
Operating Partnership. As used herein, the term "Company" includes the
Trust, the Operating Partnership and their subsidiaries (and, where the
context indicates, the Predecessor).
In accordance with the terms of the respective securities, the Trust may
issue (i) 50 Common Shares of Beneficial Interest of the Trust, par value
$.001 per share (the "Common Shares"), in exchange for each $1,000
outstanding principal amount of the 8% Exchangeable Subordinated Debentures
due 2001 of the Operating Partnership (the "Debentures") and (ii) one
Common Share in exchange for each unit of limited partnership interest in
the Operating Partnership (each, a "Unit" and, collectively, the "Units"),
subject, in each case, to applicable anti-dilution provisions. In
addition, the Selling Shareholders (as defined below) may from time to time
offer hereby up to 155,548 Common Shares, which were previously issued by
the Trust in exchange for Units. See "Plan of Distribution" in this
Prospectus Supplement. As of March 31, 1996, $224.8 million principal
amount of the Debentures and 3,470,961 Units (beneficially owned by persons
other than the Trust) were issued and outstanding.
To preserve the Trust's status as a real estate investment trust for
federal income tax purposes, the Trust's Declaration of Trust contains
restrictions on the ownership and transfer of its capital stock (including
the Common Shares), which provide, among other things, that no person may
own more than 7.5% of the outstanding capital stock of the Trust (with
certain exceptions). The Common Shares are listed on the New York Stock
Exchange (the "NYSE") under the symbol "LRY". On June 18, 1996 the last
reported sale price of the Common Shares, as reported on the NYSE Composite
Tape, was $20.75 per share.
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SEE "RISK FACTORS" BEGINNING ON PAGE S-3 OF THIS PROSPECTUS SUPPLEMENT FOR
A DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE COMMON SHARES OFFERED HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 19, 1996
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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.
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RISK FACTORS
An investment in the Common Shares offered hereby involves various risks.
In addition to general investment risks and those factors included
elsewhere in this Prospectus Supplement, or incorporated by reference in
the accompanying Prospectus, prospective investors should consider, among
other things, the factors summarized below. For additional information
with respect to such factors and other factors relevant to an investment in
the Company, reference is made to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 of the Trust and the Operating
Partnership (the "1995 Form 10-K"), which is incorporated by reference in
the accompanying Prospectus.
GENERAL REAL ESTATE INVESTMENT RISKS
Dependence on Tenants; Renewal of Leases and Reletting of Space. The
Company's cash flow from operations will depend upon its ability to lease
space in the Properties (as defined below) on economically favorable terms.
Upon expiration, leases may not be renewed, the space may not be relet or
the terms of renewal or reletting (including rental rates, the cost of
leasing commissions, required renovations or concessions to tenants) may be
less favorable than current lease terms. If any or all of these events
occur, the Company's cash flow from operations and ability to make expected
distributions to shareholders could be adversely affected. Leases
representing approximately 9.5% of the Company's total annual base rent as
of March 31, 1996 are scheduled to expire prior to the end of the fiscal
year ending December 31, 1996. The Company's cash flow from operations also
would be affected adversely if tenants leasing a significant amount of
space fail to pay rent, become bankrupt or, if for any other reason, such
rents could not be collected. Moreover, to the extent a tenant defaults on
a lease, the Company may experience delays and costs in enforcing its
rights as lessor. Further, the Company may be affected adversely by
various facts and events over which the Company will have no control, such
as a change in the demand in the markets in which the Properties are
located, the possible unavailability of prospective tenants and the
possibility of economic or physical decline of the areas in which the
Properties are located or physical damage to the Properties that would make
them less attractive to tenants.
Risks of Acquisition, Development and Construction Activities. The Company
intends to continue the acquisition and development of industrial and
office properties. Acquisitions of additional properties and development
activities entail risks that investments will fail to perform in accordance
with expectations. Development opportunities pursued in connection with
the Company's development activities may be abandoned, construction costs
of any property may exceed original or budgeted estimates (possibly making
development or operation of such property uneconomical) and construction
and lease-up may not be completed on schedule, resulting, in any such
event, in increased debt service and construction costs. Development
activities are also subject to risks relating to the inability to obtain,
or delays in obtaining, all necessary zoning, land-use, building, occupancy
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and other required governmental permits and authorizations.
The Company anticipates that future acquisitions and developments will be
financed, in whole or in part, under its line of credit with General
Electric Capital Corporation (the "Line of Credit"), which provides for
availability of up to $250.0 million, and through other forms of secured or
unsecured financing. Such financing may result in the risk that, upon
completion of construction, permanent financing for newly developed
commercial properties may not be available or may be available only on
terms that are disadvantageous to the Company. If financing on acceptable
terms is not available for new acquisitions or development undertaken
without permanent financing, further acquisitions and development might be
curtailed, the amount of cash available for distribution might be adversely
affected and foreclosures on newly developed or acquired properties could
occur. Further, if any particular property is not successful, the
Company's losses could exceed its investment in the property. As of March
31, 1996, $114.0 million was outstanding under the Line of Credit and
collateral had been approved to enable the Company to borrow up to $191.0
million. The remaining amount of the Line of Credit, above the pre-
approved available capacity, is expected to be available for further
borrowings, subject to the satisfaction of certain conditions.
Competition. There are numerous developers and real estate companies that
compete with the Company in seeking land for development, properties for
acquisition and tenants for properties. The Company may be adversely
affected by the fact that the availability of land for development within
the Company's markets continues to diminish, as does the availability of
high quality properties for acquisition within the Company's markets and
elsewhere. There can be no assurance that the Company will continue to
acquire and develop properties at the pace that the Company has engaged in
since its initial public offering.
Possible Environmental Liabilities. Under various federal, state and local
laws, ordinances and regulations relating to the protection of the
environment (collectively, "Environmental Laws"), a current or previous
owner or operator of real estate may be liable for the cost of removal or
remediation of certain hazardous or toxic substances disposed, stored,
released, generated, manufactured or discharged from, on, at, onto, under
or in such property. Environmental Laws often impose such liability
without regard to whether the owner or operator knew of, or was responsible
for, the presence or release of such hazardous or toxic substances. In
addition, the presence of any such substances or the failure to properly
remediate such substances when present, released or discharged may
adversely affect the owner's ability to sell or rent such property or to
borrow using such property as collateral. The cost of any required
remediation and the liability of the owner or operator therefor as to any
property is generally not limited under such Environmental Laws and could
exceed the value of the property and/or the aggregate assets of the owner
or operator. Moreover, persons who arrange for the disposal or treatment
of hazardous or toxic substances may also be liable for the cost of removal
or remediation of such substances at the disposal or treatment facility,
whether or not such facility is owned or operated by such persons. In
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addition to any action required by federal, state or local authorities, the
presence of hazardous or toxic substances on any of the Properties, or on
any subsequently acquired properties, could result in private plaintiffs
bringing claims for personal injuries or other causes of action against the
Company. In connection with the ownership and operation of the Properties,
and any subsequently acquired or previously transferred properties, the
Company may be potentially liable for remediation, release or injury.
Further, various Environmental Laws impose on owners or operators the
requirement of on-going compliance with rules and regulations regarding
business-related activities that may affect the environment. Failure to
comply with such requirements could result in difficulty in the lease or
sale of any affected Property or the imposition of monetary penalties and
fines in addition to the costs required to attain compliance.
All of the Properties in Operation (as defined below) have been the subject
of Phase I Environmental Assessments ("Phase I Assessments"). Such Phase I
Assessments did not reveal, nor is the Company aware of, any non-compliance
with Environmental Laws, environmental liability or other environmental
claim that the Company believes would likely have a material adverse effect
on the Company. Although certain environmental issues have been identified
with respect to certain of the Properties, the Company does not believe
that any such issues is likely to have a material adverse effect on the
results of the Company's operations. No assurance can be given that the
Phase I Assessments reveal all potential environmental liabilities, that no
prior owner or operator created any material adverse environmental
condition not known to the Company, that no environmental liabilities have
developed since such Phase I Assessments were prepared, which in certain
instances, may have been prior to the Company's acquisition of the
Properties (as defined below), that no other environmental liability will be
imposed or that no new, material environmental requirement will be enacted.
For additional information with respect to environmental matters, reference
is hereby made to the 1995 Form 10-K and the reports and other documents
incorporated by reference in the accompanying Prospectus. See "Incorporation
of Certain Documents by Reference" in the accompanying Prospectus.
INDEBTEDNESS
The Company historically has followed, and intends to continue following, a
policy of limiting its ratio of total debt (excluding the indebtedness
evidenced by the Debentures) to total market capitalization (i.e., the
market value of the Company's issued and outstanding Common Shares and
Units plus such total debt, calculated as of the time any such debt is
incurred) (the "Debt Ratio") to 50%. As of March 31, 1996, the Company's
total debt (excluding the $224.8 million principal amount of indebtedness
evidenced by the Debentures) was $285.9 million and its Debt Ratio was
24.2%. The amount of indebtedness that the Company may incur is not limited
by the Trust's Declaration of Trust or By-Laws and is solely within the
discretion of its trustees. Accordingly, although there is no current
intention to do so, the trustees could alter or eliminate the current
policy limitations established by the Company regarding the amount of
indebtedness incurred by the Company. If these policies were changed, the
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Company could become more highly leveraged, resulting in an increased risk
of default on its obligations and a related increase in debt service
requirements that could adversely affect the financial condition and
results of operations of the Company and the Company's ability to make
distributions to shareholders.
Required payments on mortgages and other indebtedness related to a
particular property generally are not reduced if the economic performance
of such property declines. If such a decline occurs, the Company's income
and cash available for distribution to shareholders will be adversely
affected. As of March 31, 1996, the Company had outstanding approximately
$285.9 million of secured indebtedness (including $114.0 million
outstanding under the Line of Credit). If the payments under such
indebtedness cannot be made, the Company could sustain a loss, which might
include foreclosures by mortgagees or judgments against the Company in
favor of mortgagees. The lender under the Line of Credit has recourse
against the Trust with respect to 50% of the outstanding principal balance
of the Line of Credit. Further, instruments evidencing certain of the
Company's indebtedness, including the Debentures and the Line of Credit,
contain cross-default and/or cross-acceleration provisions. Depending on
the principal amount of the Debentures that are exchanged for Common
Shares, the Company may not have accumulated sufficient cash to repay the
principal due on the Debentures upon their maturity and may therefore be
required to meet its obligations through refinancing or other means. There
can be no assurance that funds to repay the Debentures will be available on
terms acceptable to the Company. Additionally, certain of the Company's
indebtedness, including indebtedness under the Line of Credit, bears
interest at variable rates and, therefore, exposes the Company to the risk
of increasing interest rates. There can be no assurance that the Company
will be able to refinance this or any other indebtedness.
RISKS ASSOCIATED WITH POTENTIAL BORROWINGS NECESSARY TO MAKE DISTRIBUTIONS
TO QUALIFY AS A REIT
The Company has made, and intends to continue to make, distributions to
shareholders to comply with the distribution provisions of the Internal
Revenue Code of 1986, as amended to the date of this Prospectus Supplement
(the "Code"), necessary to maintain qualification as a REIT and to avoid
income taxes and the non-deductible excise tax. The Company's income and
cash flow will consist primarily of its share of distributions from the
Operating Partnership which, in turn, will depend in part upon
distributions from the partnerships in which the Operating Partnership is a
partner and dividends from the Operating Partnership's corporate
subsidiaries. Timing fluctuations in the receipt of income and the payment
of expenses and the effect of required debt amortization payments, if any,
may require the Company, through the Operating Partnership, to borrow funds
to meet the distribution requirements necessary to achieve the tax benefits
associated with qualifying as a REIT, even if the Company's management
believes that then prevailing market conditions are not generally favorable
for such borrowings or that such borrowings would not be advisable in the
absence of such tax considerations.
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DEPENDENCE ON PRIMARY MARKETS
The Properties are located principally in the Southeastern and Mid-Atlantic
regions of the United States. The Company's performance is, therefore,
dependent upon economic conditions in these geographic areas. Like much of
the country, the Southeastern and Mid-Atlantic regions of the United States
have been subject to periods of economic decline.
SENIOR EXECUTIVES' CONTROL OF OPERATING PARTNERSHIP SUBSIDIARY
Through Liberty Property Development Corp. ("Liberty Development"), the
subsidiary in which the Company owns 8% of the voting common stock and 100%
of the nonvoting common stock, the Company owns a substantial portion of
its undeveloped land and conducts certain of its development operations.
Although substantially all of the economic benefit of Liberty Development's
operations will be received by the Company, Liberty Development is
controlled by senior executives of the Company. The Company's ability to
influence the day-to-day decisions of Liberty Development is, therefore,
limited. As a result, decisions relating to the day-to-day operations of
Liberty Development may not always reflect the interests of the Company.
ADVERSE CONSEQUENCES OF THE FAILURE TO QUALIFY AS A REIT
Although the Company believes that the Trust qualifies as a REIT, no
assurance can be given that the Trust in fact has qualified, or will remain
qualified, as a REIT. Qualification as a REIT involves the application of
highly technical and complex provisions of the Code for which there are only
limited judicial or administrative interpretations. The complexity of
these provisions and of the applicable income tax regulations that have
been promulgated under the Code (the "Treasury Regulations") is greater in
the case of a REIT that holds its assets in partnership form. Moreover, no
assurance can be given that new legislation, regulations, administrative
interpretations or court decisions will not significantly alter the tax
laws regarding qualification as a REIT or the federal income tax
consequences of such qualification. As of the date of this Prospectus
Supplement, however, the Company has no reason to expect a change in such
tax laws that would significantly and adversely affect the Trust's ability
to qualify and operate as a REIT.
If, in any taxable year the Trust were to fail to qualify as a REIT, the
Trust would not be allowed a deduction for distributions to shareholders in
computing its taxable income and would be subject to federal income tax on
its taxable income at regular corporate rates. Moreover, unless entitled
to relief under certain statutory provisions, the Trust also would be
disqualified from treatment as a REIT for the four taxable years following
the year in which such qualification was lost, and if the Trust
subsequently requalified as a REIT, it might be required to pay a full
corporate-level tax on any unrealized gain in its assets as of the date of
requalification and to make distributions at that time equal to any
earnings accumulated during the period of non-REIT status. As a result,
such additional taxes would reduce the cash available for distribution to
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shareholders for each of the years involved. In addition, during the
period in which the Trust had lost its REIT status, the Trust would no
longer be required by the Code to make any distributions to shareholders.
Although the Trust intends to continue to operate in a manner designed to
qualify as a REIT, it is possible that future economic, market, legal, tax
or other considerations may cause the Trust's trustees, with the consent of
the holders of a majority of the voting interest of all outstanding Common
Shares, to revoke the election for the Trust to qualify as a REIT. See
"Certain Federal Income Tax Considerations". For further federal income
tax considerations, including a discussion of the qualification of the
Operating Partnership as a partnership for federal income tax purposes,
see "Federal Income Tax Considerations With Respect to the Trust and the
Operating Partnership--Classification as a Partnership" in the accompanying
Prospectus.
CERTAIN LIMITATIONS ON CHANGES IN CONTROL
Ownership Limit. In order to protect its status as a REIT, the Trust must
satisfy certain conditions, including the condition that no more than 50%
in value of the outstanding Common Shares may be owned, directly or
indirectly, by five or fewer individuals. To this end the Trust's
Declaration of Trust, among other things, prohibits (with certain
exceptions) any holder from owning more than 7.5% of its outstanding Common
Shares. This limitation may have the effect of precluding acquisition of
control of the Company by a third party.
Preferred Shares of Beneficial Interest. The Trust's Declaration of Trust
authorizes the Board of Trustees to issue preferred shares of beneficial
interest in the Trust and to establish the preferences and rights of any
shares so issued. The issuance of such preferred shares could have the
effect of delaying or preventing a change of control of the Trust, even if
a change in control were in the shareholders' interest. As of the date of
this Prospectus Supplement no such preferred shares had been issued or were
outstanding.
ADVERSE IMPACT OF INCREASING MARKET INTEREST RATES ON MARKET PRICE
One of the factors that may influence the price of the Common Shares in
public markets is the annual yield on the Common Share price paid from
dividend distributions by the Trust. Thus, an increase in market interest
rates may lead potential purchasers of Common Shares to demand a higher annual
yield, which could adversely affect the market price of the Common Shares.
THE COMPANY
Liberty Property Trust is one of the largest owners and operators of
suburban industrial and office real estate in the United States. The Trust
is a self-administered and self-managed Maryland real estate investment
trust. The Trust and its subsidiary, the Operating Partnership, were
formed to continue and expand the commercial real estate business of the
Predecessor. Founded in 1972, the Predecessor developed and managed
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commercial real estate in the Southeastern and Mid-Atlantic United States.
Substantially all of the Trust's assets are owned directly or indirectly
by, and all of the Trust's operations are conducted directly or indirectly
by, the Operating Partnership. The Company completed its initial public
offering in June 1994.
The Company provides leasing, property management, acquisition,
development, construction management, design management and other related
services for a portfolio which, as of March 31, 1996, consisted of 213
industrial and office properties (the "Properties in Operation") totaling
approximately 17.0 million leaseable square feet. As of March 31, 1996,
the Company also had 25 properties under development (the "Properties Under
Development" and, together with the Properties in Operation, the
"Properties"), expected to comprise approximately 3.3 million leaseable
square feet, and held 821 acres of land for future development, all zoned
for commercial use. The Properties are located principally within the
Southeastern and Mid-Atlantic United States. As of March 31, 1996, the
Properties in Operation were approximately 92.2% leased to over 700
tenants.
Upon consummation of its initial public offering, the Company owned and
operated a portfolio of 131 industrial and office properties totaling
approximately 9.3 million leaseable square feet and held 108 acres of land
for future development. Two of such properties, totaling approximately
98,000 leaseable square feet, were exchanged for other properties in
connection with subsequent acquisitions. Since then, through Total
Investments (defined below) aggregating $325.5 million, the Company has,
through March 31, 1996, increased its total leaseable square footage of
industrial and office space by approximately 82.8% by acquiring 79
properties totaling approximately 7.3 million leaseable square feet and by
developing five properties totaling approximately 500,000 leaseable square
feet. The Total Investment for a property is defined as the property's
purchase price plus closing costs and management's estimate, as determined
from the time of acquisition, of the cost of necessary building
improvements in the case of acquisitions, or land costs and land and
building improvement costs in the case of development projects, and, where
appropriate, other development costs and carrying costs required to reach
rent commencement. In the same period, the Company has also increased its
holdings of land for future development by 713 acres, all zoned for
commercial use.
As of March 31, 1996, the Properties in Operation consisted of 145
industrial and 68 office properties. The Company's industrial properties
are located principally in suburban mixed-use developments or business
parks and include warehouse/distribution facilities, as well as flex
facilities which accommodate both industrial and office use. The
industrial activities in the Company's flex facilities typically include
service, assembly, light manufacturing and research and development. The
Company's office properties are mid-rise and single story office buildings,
located principally in suburban mixed-use developments or office parks.
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The Trust is the sole general partner and also a limited partner of the
Operating Partnership, with a combined equity interest in the Operating
Partnership of 89.22% at March 31, 1996. See "Use of Proceeds" in this
Prospectus Supplement. The Units of limited partnership interest in the
Operating Partnership are exchangeable on a one-for-one basis (subject to
anti-dilution protections) for Common Shares of the Trust after the first
anniversary of the issuance of such Units. The only limited partners of
the Operating Partnership other than the Trust are persons or entities that
contributed assets to the Operating Partnership, principally senior
executives of the Trust and their affiliates. The Units held by the
limited partners other than the Trust (that is, the minority interest
reflected in the Trust's financial statements, which are incorporated in
the accompanying Prospectus by reference) were exchangeable for
approximately 3.5 million Common Shares on March 31, 1996.
The Company's executive offices are located at 65 Valley Stream Parkway,
Malvern, Pennsylvania 19355. The telephone number is (610) 648-1700. The
Company maintains offices in each of its primary markets.
USE OF PROCEEDS
Upon the issuance of Common Shares in exchange for Debentures being tendered
by the holders thereof, the Trust may either hold such Debentures or
contribute or otherwise transfer such Debentures to the Operating
Partnership in which case the Company intends to cause such Debentures to
be retired. Upon the issuance of Common Shares in exchange for Units
being tendered by the holders thereof, such Units will be held by the
Trust which, as a result, will increase its ownership interest in the
Operating Partnership. There can be no assurance as to the extent to which
or whether such exchanges will be consummated. The Company will not receive
any of the proceeds from the sale of any Common Shares that may be offered
hereby by the Selling Shareholders. See "Plan of Distribution" in this
Prospectus Supplement.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
CONSIDERATIONS RELATING TO THE ISSUANCE OF COMMON SHARES IN EXCHANGE FOR
DEBENTURES AND UNITS
General. The following summary of federal income tax consequences to
holders of Debentures or Units which receive Common Shares in exchange for
their Debentures or Units is for general information only. This summary is
based on the Code, existing and proposed Treasury Regulations, Internal
Revenue Service ("IRS") rulings and court decisions now in effect, all of
which are subject to change. The tax treatment of the Debenture holders
and Unit holders may vary depending upon their particular situations.
Certain of such holders (including insurance companies, tax-exempt
organizations, financial institutions, broker-dealers, foreign entities and
individuals who are not citizens or residents of the United States) may be
subject to special rules not discussed below. The discussion pertaining to
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Debenture holders is limited to Debenture holders which hold the Debentures
as capital assets within the meaning of Section 1221 of the Code and in the
hands of which the Common Shares received upon an exchange of the
Debentures would be treated as capital assets. This discussion does not
address special tax situations, such as the holding of the Debentures as
part of a straddle with other investments. EACH DEBENTURE HOLDER AND UNIT
HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES OF EXCHANGING DEBENTURES OR UNITS FOR COMMON SHARES, INCLUDING
THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND
ANY RECENT CHANGES IN APPLICABLE TAX LAWS.
Exchange of Debentures for Common Shares. As a general rule, the
conversion of a convertible debt security into common stock issued by the
obligor with respect to such debt security is not a taxable event.
However, the receipt of Common Shares in exchange for Debentures will be a
taxable disposition because the Common Shares issuable in such exchange
will be issued by the Trust whereas the Debentures were issued by the
Operating Partnership. Accordingly, a Debenture holder will be required to
recognize taxable gain (or loss) to the extent that the fair market value
of the Common Shares received upon such exchange exceeds (or is less than)
the Debenture holder's adjusted tax basis in the Debenture immediately
prior to such exchange. Except as discussed below with respect to market
discount, such gain or loss will be a capital gain or loss, and will be
long-term or short-term depending on whether such Debenture has been held
for more than one year. A Debenture holder's basis in each Common Share
received upon exchange of such holder's Debentures will be the fair market
of such Common Shares at the date of exchange, and such Debenture holder's
holding period with respect to such Common Shares will commence on the day
after the exchange and will not include such Debenture holder's holding
period for the Debenture tendered in exchange therefor.
Holders who purchased their Debentures subsequent to the initial public
offering thereof by the Company may be affected by the market discount
provisions of the Code. These rules generally provide that if a holder
purchases a Debenture at a market discount in excess of a statutorily
defined de minimis amount, and thereafter recognizes a gain upon a
disposition (including a gain upon a complete or partial redemption or, in
general, upon exchange) of the Debenture, the lesser of such gain or the
portion of the market discount that accrued while the Debenture was held by
such holder will be treated as ordinary interest income at the time of the
disposition. The rules also provide that a Debenture holder who acquires a
Debenture at a market discount may be required to defer a portion of any
interest expense that may otherwise be deductible on any indebtedness
incurred or maintained to purchase or carry such Debenture until the
Debenture holder disposes of such Debenture in a taxable transaction. If a
Debenture holder elected to include market discount in income currently,
neither of the foregoing would apply.
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Exchange of Units for Common Shares. The receipt of a Common Share in
exchange for a Unit will be treated as a taxable disposition, and a Unit
holder will be required to recognize gain (or loss) to the extent that
the amount realized upon such exchange exceeds (or is less than) the Unit
holder's adjusted tax basis in the Unit immediately prior to such exchange.
The amount realized by such an exchanging Unit holder will include the fair
market value of the Common Shares received upon the exchange plus the Unit
holder's share of any liabilities of the Operating Partnership. If a Unit
holder's tax basis for a Unit is less than his share of Operating
Partnership liabilities (which would ordinarily be the case where the Unit
holder was allocated taxable losses and/or received cash distributions in
excess of his share of taxable income with respect to the Operating
Partnership or with respect to a property prior to the time it was acquired
by the Company) his taxable gain would exceed the fair market value of the
Common Shares received upon the exchange. Such gain or loss will be a
capital gain or loss, except to the extent it is attributable to unrealized
receivables of the Operating Partnership. In addition, such gain or loss
will be long-term or short-term depending on whether such Unit has been
held for more than one year. A Unit holder's basis in each Common Share
received upon the exchange of a Unit will be the fair market value of such
Common Share at the date of such exchange, and such Unit holder's holding
period in such Common Share will commence the day after the exchange and
will not include such Unit holder's holding period for the Unit tendered in
exchange therefor.
The following summary of material federal income tax considerations to the
shareholders is based on current law, is for general information only and
is not tax advice. This discussion does not purport to deal with all
aspects of taxation that may be relevant to particular shareholders in
light of their personal investment or tax circumstances, or, except to the
extent discussed under the headings "Taxation of Tax-Exempt Shareholders"
and "Taxation of Foreign Shareholders", to certain types of shareholders
(including insurance companies, financial institutions or broker-dealers)
subject to special treatment under the federal income tax law.
EACH SHAREHOLDER IS ADVISED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE
SPECIFIC TAX CONSEQUENCES TO IT OF THE ACQUISITION, OWNERSHIP AND SALE OF
THE COMMON SHARES OFFERED HEREBY, INCLUDING THE FEDERAL, STATE, LOCAL,
FOREIGN AND OTHER TAX CONSEQUENCES OF SUCH ACQUISITION, OWNERSHIP AND SALE
AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.
For a summary of the material federal income tax considerations to the
Trust, see "Federal Income Tax Considerations with Respect to the Trust and
the Operating Partnership" in the accompanying Prospectus.
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<PAGE>
TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS
As long as the Trust qualifies as a REIT, distributions made to the Trust's
taxable U.S. shareholders out of current or accumulated earnings and
profits (and not designated as capital gain dividends) will be taken into
account by such U.S. shareholders as ordinary income and will not be
eligible for the dividends received deduction for corporations.
Distributions that are designated as capital gain dividends will be taxed
as long-term capital gains (to the extent they do not exceed the Trust's
actual net capital gain for the taxable year) without regard to the period
for which the shareholder has held its stock. Corporate shareholders may
be required to treat up to 20% of certain capital gain dividends as
ordinary income. Distributions in excess of current and accumulated
earnings and profits will not be taxable to a shareholder to the extent
that they do not exceed the adjusted basis of the shareholder's shares, but
rather will reduce the adjusted basis of such shares. To the extent that
such distributions exceed the adjusted basis of a shareholder's shares,
they will be included in income as long-term capital gain (or short-term
capital gain if the shares have been held for one year or less) assuming
the shares are a capital asset in the hands of the shareholder. In
addition, any dividend declared by the Trust in October, November or
December of any year payable to a shareholder of record on a specified date
in any such month shall be treated as both paid by the Trust and received
by the shareholder on December 31 of such year, provided that the dividend
is actually paid by the Trust during January of the following calendar
year. Shareholders may not include in their individual income tax returns
any net operating losses or capital losses of the Trust.
In general, any loss upon a sale or exchange of shares by a shareholder who
has held such shares for six months or less (after applying certain
holding-period rules) will be treated as a long-term capital loss to the
extent of distributions from the Trust required to be treated by such
shareholder as long-term capital gain.
BACKUP WITHHOLDING
The Trust will report to its U.S. shareholders and the IRS the amount of
distributions paid during each calendar year, and the amount of tax
withheld, if any. Under the backup withholding rules, a shareholder may be
subject to backup withholding at the rate of 31% with respect to
distributions paid unless such shareholder (a) is a corporation or comes
within certain other exempt categories and, when required, demonstrates
this fact or (b) provides a taxpayer identification number, certifies as to
no loss of exemption from backup withholding, and otherwise complies with
applicable requirements of the backup withholding rules. A shareholder
that does not provide the Trust with his correct taxpayer identification
number may also be subject to penalties imposed by the IRS. Any amount
paid as backup withholding will be creditable against the shareholder's
income tax liability. In addition, the Trust may be required to withhold a
portion of capital gain distributions to any shareholders who fail to
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<PAGE>
certify their non-foreign status to the Trust. See "Taxation of Foreign
Shareholders".
TAXATION OF TAX-EXEMPT SHAREHOLDERS
Generally, distributions to a tax-exempt entity from a real estate
investment trust do not constitute unrelated business taxable income, as
defined in Section 512(a) of the Code ("UBTI"), provided that the tax-
exempt entity has not financed its acquisition of its shares with
"acquisition indebtedness" within the meaning of the Code and the shares
are not otherwise used in an unrelated trade or business of the tax-exempt
entity. Thus, distributions by the Company to shareholders that are tax-
exempt persons should not be taxable as UBTI, provided that no acquisition
indebtedness was incurred with respect to such shares.
Some or all of the distributions by a real estate investment trust to a
tax-exempt employee's pension fund that owns more than 10 percent in value
of the real estate investment trust are treated as UBTI if the real estate
investment trust constitutes a "pension-held REIT" and if other conditions
are met. In order to constitute a "pension-held REIT" the real estate
investment trust must meet the test for classification as a real estate
investment trust only because tax-exempt pension funds are not treated as a
single individual for purposes of the "five-or-fewer" rule (see "Risk
Factors-Certain Limitations on Changes in Control-Ownership Limit") and either
(a) one pension fund owns more than 25 percent in value of the real estate
investment trust or (b) one or more pension funds (holding at least 10
percent in value of the real estate investment trust each) own, in the
aggregate, more than 50 percent of the value of the real estate investment
trust. In addition, the gross income of the real estate investment trust
derived from activities that would constitute unrelated trades or
businesses must be at least 5 percent of the gross income of the real
estate investment trust in the taxable year in which the distributions are
made. The ownership limitations in the Company's Declaration of Trust
(assuming no waiver by the Board of Trustees) would prevent pension funds
from acquiring such shares in excess of the above-described limits.
TAXATION OF FOREIGN SHAREHOLDERS
The rules governing United States federal income taxation of nonresident
alien individuals, foreign corporations, foreign partnerships and other
foreign shareholders (collectively, "Non-U.S. Shareholders") are complex,
and no attempt will be made herein to provide more than a summary of the
rules. Prospective Non-U.S. Shareholders should consult with their own tax
advisors to determine the impact of federal, state and local income tax
laws with regard to an investment in the Common Shares offered hereby,
including any reporting requirements.
Distributions by the Trust that are not attributable to gain from sales or
exchanges by the Trust of United States real property interests and not
designated by the Trust as capital gains dividends will be treated as
dividends of ordinary income to the extent that they are made out of
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<PAGE>
current or accumulated earnings and profits of the Trust. Such
distributions, ordinarily, will be subject to a withholding tax equal to
30% of the gross amount of the distribution unless an applicable tax treaty
reduces or eliminates that tax. To the extent that these distributions
exceed the current and accumulated earnings and profits of the Trust and
the adjusted basis of a Non-U.S. Shareholder's shares, they will give rise
to tax liability if the Non-U.S. Shareholder would otherwise be subject to
tax on any gain from the sale or disposition of his shares in the Trust, as
described below. If income from the investment in the Common Shares
offered hereby is treated as "effectively connected" with the Non-U.S.
Shareholder's conduct of a United States trade or business, the Non-U.S.
Shareholder generally will be subject to a tax at graduated rates, in the
same manner as U.S. shareholders are taxed with respect to the dividends
(and may also be subject to the 30% "branch profits" tax in the case of a
shareholder that is a foreign corporation). The Trust expects to withhold
United States income tax at the rate of 30% on the gross amount of any such
distribution made out of current or accumulated earnings and profits made
to a Non-U.S. Shareholder unless (i) a lower treaty rate applies and the
Non-U.S. Shareholder files all necessary forms required to establish
eligibility for the lower rate and provides certification as to such
eligibility, if necessary, or (ii) the Non-U.S. Shareholder files an IRS
Form 4224 with the Trust certifying that the investment to which the
distribution relates is "effectively connected" to a United States trade or
business of such Non-U.S. Shareholder. Lower treaty rates generally
applicable to dividend income may not necessarily apply to distributions
from a REIT, such as the Trust. Distributions in excess of current and
accumulated earnings and profits of the Trust will not be taxable to a
shareholder to the extent that such distributions do not exceed the
adjusted basis of the shareholder's shares, but rather will reduce the
adjusted basis of such shares. To the extent that distributions in excess
of current accumulated earnings and profits exceed the adjusted basis of a
Non-U.S. Shareholder's shares, such distributions will give rise to tax
liability if the Non-U.S. Shareholder would otherwise be subject to tax on
any gain from the sale or disposition of his shares in the Trust, as
described below. If it cannot be determined at the time a distribution is
made whether or not such distribution will be in excess of current and
accumulated earnings and profits, the distributions will be subject to
withholding at the same rate as dividends. However, amounts thus withheld
are refundable if it is subsequently determined that the distribution was,
in fact, in excess of current and accumulated earnings and profits of the
Trust.
For any year in which the Trust qualifies as a REIT, distributions that are
attributable to gain from sales or exchanges by the Trust of United States
real property interests will be taxed to a Non-U.S. Shareholder under the
provisions of the Foreign Investment in Real Property Tax Act of 1980
("FIRPTA"). Under FIRPTA, these distributions are taxed to a Non-U.S.
Shareholder as if the gain were "effectively connected" with a United
States business. Non-U.S. Shareholders would thus be taxed at the normal
capital gain rates applicable to domestic shareholders (subject to
applicable alternative minimum tax and a special alternative minimum tax in
the case of nonresident alien individuals). Also, distributions subject to
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<PAGE>
FIRPTA may be subject to a 30% "branch profits" tax in the hands of a
foreign corporate shareholder not entitled to treaty exemption. The Trust
is required by applicable Treasury Regulations to withhold 35% of any
distribution that could be designated by the Trust as a capital gains
dividend. This amount is creditable against the Non-U.S. Shareholder's
FIRPTA tax liability.
Any capital gain dividends that are not attributable to sales or exchanges
by the Trust of United States real property interests are generally not
taxed, unless (i) investment in the shares is "effectively connected" with
the Non-U.S. Shareholder's United States trade or business, in which case
the Non-U.S. Shareholder will be subject to the same treatment as U.S.
shareholders with respect to the gain (except that a shareholder that is a
foreign corporation may also be subject to the 30% "branch profits" tax),
or (ii) the Non-U.S. Shareholder is a nonresident alien individual who was
present in the United States for 183 days or more during the taxable year
and has a "tax home" in the United States, in which case the nonresident
alien individual will be subject to a 30% tax on the individual's capital
gains. The Trust does not anticipate having any material amount of capital
gain other than gains attributable to dispositions of United States real
property interests.
Gain recognized by a Non-U.S. Shareholder upon a sale of shares generally
will not be taxed under FIRPTA if the Trust is a "domestically controlled
REIT", defined generally as a REIT in which at all times during a specified
testing period less than 50% in value of the stock was held directly or
indirectly by foreign persons. The Trust currently is a "domestically
controlled REIT", and anticipates continuing to be so classified, and
therefore the sale of the Common Shares offered hereby should not be
subject to taxation under FIRPTA. In addition, FIRPTA does not apply to
gain recognized upon a sale of shares of a class of the Trust's shares
regularly traded on an established securities market by a Non-U.S.
Shareholder holding (during specified periods) 5% or less of the shares.
However, gain not subject to FIRPTA will be taxable to a Non-U.S.
Shareholder if (i) investment in the shares is effectively connected with
the Non-U.S. Shareholder's United States trade or business, in which case
the Non-U.S. Shareholder will be subject to the same treatment as U.S.
shareholders with respect to the gain (a shareholder that is a foreign
corporation may also be subject to the 30% "branch profits" tax), or (ii)
the Non-U.S. Shareholder is a nonresident alien individual who was present
in the United States for 183 days or more during the taxable year and has a
"tax home" in the United States, in which case the nonresident alien
individual will be subject to a 30% tax on the individual's capital gains.
If the gain on the sale of shares were to be subject to taxation under
FIRPTA, the Non-U.S. Shareholder will be subject to the same treatment as
U.S. shareholders with respect to the gain (subject to applicable
alternative minimum tax and a special alternative minimum tax in the case
of nonresident alien individuals and, in the case of foreign corporations,
subject to the possible application of the 30% "branch profits" tax).
S-16
<PAGE>
If the proceeds of a disposition of Common Shares are paid by or through a
United States office of a broker, the payment is subject to information
reporting requirements and to backup withholding unless the disposing Non-
U.S. Shareholder certifies as to his name, address, and non-United States
status or otherwise establishes an exemption. Generally, United States
information reporting and backup withholding will not apply to the payment
of disposition proceeds if the payment is made outside the United States
through a non-United States broker. United States information reporting
(but not backup withholding) will apply, however, to a payment of
disposition proceeds outside the United States if (i) the payment is made
through an office outside the United States that is either (a) a United
States person, (b) a foreign person that derives 50% or more of its gross
income for certain periods from the conduct of a trade or business in the
United States or (c) a "controlled foreign corporation" for United States
federal income tax purposes, and (ii) the broker fails to obtain
documentary evidence that the Shareholder is a Non-U.S. Shareholder and
that certain conditions are met or that the Non-U.S. Shareholder is
otherwise entitled to an exemption.
OTHER TAX CONSEQUENCES
The Trust's shareholders may be subject to state or local taxation in
various state or local jurisdictions, including those in which they
transact business or reside. The state and local tax treatment of the
Trust's shareholders may not conform to the federal income tax consequences
discussed above. Consequently, prospective shareholders should consult
their own tax advisors regarding the effect of state and local tax laws on
an investment in the Trust.
PLAN OF DISTRIBUTION
In accordance with the terms of the respective securities, the Trust may
issue from time to time 50 Common Shares in exchange for each $1,000
outstanding principal amount of the Debentures and one Common Share in
exchange for each Unit, subject, in each case, to applicable anti-dilution
provisions. Such Common Shares will be issued to the respective holders of
Debentures or Units which elect to exchange such Debentures or Units, or
one or more other persons designated by such holders. The Company may, but
is not obligated to, pay commissions and other amounts to certain Debenture
holders which elect to exchange their Debentures for Common Shares. Any
such commissions and other amounts will be determined from time to time by
the Company based on negotiations between the Company and any such holders.
In addition, up to 155,548 Common Shares offered hereby may be offered
from time to time by Willard G. Rouse III, George F. Congdon, David C. Hammers
and J. Anthony Hayden (collectively, the "Selling Shareholders"). Prior to
this offering, Messrs. Rouse, Congdon, Hammers and Hayden beneficially owned
534,766, 359,932, 282,002 and 51,000 Common Shares, respectively. (Beneficial
ownership includes Common Shares issuable upon the exchange of Units and
Debentures and upon exercise of certain options, as described in the proxy
materials incorporated in the 1995 Form 10-K which is incorporated by
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<PAGE>
reference in the accompanying Prospectus.) Pursuant to this offering, up
to 48,101, 32,159, 25,288 and 50,000 Common Shares are being offered for the
accounts of Messrs. Rouse, Congdon, Hammers and Hayden, respectively.
After the completion of this offering, assuming no Common Shares are
acquired, and no other Common Shares are disposed of, by any Selling
Shareholder, Messrs. Rouse, Congdon, Hammers and Hayden will be the
respective beneficial owners of 486,665, 327,773, 256,714 and 1,000 Common
Shares, which will constitute 1.7% and 1.1%, with respect to Messrs. Rouse
and Congdon, respectively, and less than one percent with respect to each
of Messrs. Hammers and Hayden, of the Common Shares outstanding as of April
1, 1996. The actual number of Common Shares, if any, sold by each Selling
Shareholder pursuant to this offering will depend upon various factors
beyond the Company's control, including the market price of the Common
Shares. Accordingly, the Company cannot determine the number of Common
Shares, if any, that will be held by any Selling Shareholder following the
completion of this offering. For additional information with respect to
the beneficial ownership of Common Shares by Messrs. Rouse, Congdon,
Hammers and Hayden, reference is made to the proxy statement dated April
15, 1996 relating to the Trust's Annual Meeting of Shareholders held in
1996, which proxy statement is incorporated by reference herein. See
"Incorporation of Certain Documents by Reference" in the accompanying
Prospectus.
Mr. Rouse has served as Chairman of the Board of Trustees and Chief
Executive Officer of the Trust since its inception and had been a General
Partner of the Predecessor since its founding in 1972. Mr. Congdon has
served as a trustee of the Trust since its inception and as an Executive
Vice President of the Trust since April 19, 1995. Until such date, Mr.
Congdon served as Treasurer and Chief Financial Officer of the Trust. Mr.
Congdon had been a General Partner of the Predecessor since its founding in
1972. Mr. Hammers has served as Executive Vice President of International
Operations of the Trust since its inception. Mr. Hammers had been a
General Partner of the Predecessor since its founding in 1972. Prior to
assuming his international responsibilities in 1992, Mr. Hammers was
Managing Partner of the Predecessor's Florida operations. Mr. Hayden has
served as a trustee of the Trust since its inception.
The Common Shares offered hereby by the Selling Shareholders may be sold
from time to time in direct transactions, or through brokers, dealers or
underwriters designated from time to time, acting as agents or as
principals. Such sales may be effected in one or more transactions on the
NYSE or on any other exchange on which the Common Shares may be traded, in
the over-the-counter market, in negotiated transactions or in any
combination of the foregoing methods of sale, at prices related to the
prevailing market price of the Common Shares or at negotiated prices, to be
determined at the time of the sale. The Selling Shareholders may pledge or
make gifts of their Common Shares, and such Common Shares may be sold by
the respective pledgees and transferees.
Upon the sale of the Common Shares offered hereby by the Selling
Shareholders, any broker, dealer or underwriter participating therewith
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<PAGE>
may be deemed to be "underwriters" within the meaning of Section 2(11) of
the Securities Act, and any commissions, discounts or concessions upon such
sale, or any profit on the resale of such shares, received thereby in
connection with such sale may be deemed to be underwriting commissions or
discounts under the Securities Act. The compensation, including commissions,
discounts, concessions and other profits, received by any broker, dealer or
underwriter in connection with the sale of any of the shares of Common Stock
offered hereby may be less than or in excess of customary commissions.
LEGAL OPINIONS
The statements in this Prospectus Supplement under caption "Certain Federal
Income Tax Considerations" have been passed upon for the Company by Wolf,
Block, Schorr and Solis-Cohen, Philadelphia, Pennsylvania. 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 such executives' children. Each of such
trusts received Units in the transactions consummated at the time of the
Company's initial public offering in exchange for interests in the
Predecessor owned by such trusts.
EXPERTS
The consolidated financial statements and schedule of the Trust for the
year ended December 31, 1995 and the period June 23, 1994 through December
31, 1994, and the combined financial statements of the Predecessor for the
period January 1, 1994 through June 22, 1994 and the year ended December
31, 1993, appearing in the 1995 Form 10-K and incorporated in the
accompanying Prospectus by reference, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated in the accompanying Prospectus by reference. Such
financial statements are incorporated in the accompanying Prospectus by
reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
The combined statement of revenue and certain operating expenses of certain
assets acquired by the Company for the year ended December 31, 1994,
appearing in the Current Report on Form 8-K, dated March 3, 1995, as
amended, of the Trust and the Operating Partnership has been audited by
Coopers & Lybrand LLP, independent auditors, as set forth in their report
thereon included therein and incorporated in the accompanying Prospectus by
reference. Such financial statement is incorporated in the accompanying
Prospectus in reliance upon the report of Coopers & Lybrand LLP, pertaining
to such financial statement, given upon the authority of such firm as
experts in accounting and auditing.
S-19
<PAGE>
_________________________________________ _____________________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS
IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR
THE ACCOMPANYING PROSPECTUS NOR ANY SALE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT LIBERTY PROPERTY TRUST
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN
THE REGISTERED SECURITIES TO WHICH THEY COMMON SHARES
RELATE. THIS PROSPECTUS SUPPLEMENT AND OF BENEFICIAL INTEREST
THE ACCOMPANYING PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL.
___________________ _____________________
PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS _____________________
Prospectus Supplement
Page
Risk Factors S-3
The Company S-8
Use of Proceeds S-10
Certain Federal Income Tax
Considerations S-10
Plan of Distribution S-17
Legal Opinions S-19
Experts S-19
Prospectus
Available Information 3
Incorporation of Certain
Documents by Reference 3
The Company 4
Use of Proceeds 4
Ratio of Earnings to Fixed
Charges 5
Description of Debt Securities 5
Description of Preferred Shares 9
Description of Warrants 10
Federal Income Tax Considerations
with Respect to the Trust and the
Operating Partnership 12
Plan of Distribution 21
Legal Opinions 22
Experts 22 June 19, 1996
