SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20546
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 1997
(December 17, 1997)
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
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(Exact names of registrants as specified
in their respective charters)
MARYLAND 1-13130 23-7768996
PENNSYLVANIA 1-13132 23-2766549
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State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
65 VALLEY STREAM PARKWAY, SUITE 100
MALVERN, PENNSYLVANIA 19355
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (610) 648-1700
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ITEM 5: OTHER EVENTS
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On December 17, 1997, the Board of Trustees of Liberty Property Trust
(the "Trust") declared a dividend distribution of one preferred share
purchase right (each, a "Right") for each outstanding Common Share,
$0.001 par value (each, a "Common Share"), of the Trust. The
distribution is payable on December 31, 1997 to shareholders of record
as of the close of business on December 31, 1997. Each Right entitles
the registered holder thereof, at any time following the Distribution
Date (as defined), to purchase from the Trust a unit (each, a "Unit")
consisting of one one-thousandth of a share of Series A Junior
Participating Preferred Shares at a price of $100 per Unit (the
"Purchase Price"), subject to adjustment. The description and terms of
the Rights are set forth in the Rights Agreement (the "Rights
Agreement"), dated as of December 17, 1997, between the Company and the
Rights Agent (the "Rights Agent"). A copy of the Rights Agreement will
be filed as an exhibit to the Trust's Registration Statement on Form 8-A
relating to the Rights.
Initially, the Rights will be attached to all certificates representing
Common Shares then outstanding, and no separate Rights Certificate will
be distributed. The Rights will separate from the Common Shares and a
Distribution Date will occur upon the earlier of (i) ten (10) days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 10% or more of the outstanding
Common Shares (the "Share Acquisition Date") or (ii) ten (10) business
days (or such later date as the Board of Trustees shall determine)
following the commencement of a tender offer or exchange offer that
would result in a person or group beneficially owning 10% or more of
such outstanding Common Shares. The definition of Acquiring Person
excludes any Exempted Person (as defined below). Until the Distribution
Date, (i) the Rights will be evidenced by the Common Shares certificates
and will be transferred with and only with such Common Shares
certificates, (ii) new Common Shares certificates will contain a
notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Shares outstanding
will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate.
On the date the Board of Trustees authorized the rights dividend (the
"Rights Dividend Declaration Date"), one institutional investor was
deemed to be an "Exempted Person" because the Trust previously
authorized such institutional investor to own up to a specified
percentage of Common Shares. However, that investor will no longer be
deemed to be an Exempted Person and will be deemed to be an Acquiring
Person if such person, together with all affiliates and associates of
such person, becomes the beneficial owner of more than such percentage
of the then outstanding Common Shares. A purchaser, assignee or
transferee of the Common Shares (or options or warrants exercisable for
Common Shares) from an Exempted Person will not thereby become an
Exempted Person.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 31, 2007, unless earlier
redeemed by the Trust as described below. At no time will the Rights
have any voting power.
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As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Shares as of the close
of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Trustees, only Common Shares issued
prior to the Distribution Date will be issued with Rights.
In the event that an Acquiring Person becomes the beneficial owner of
10% or more of the then outstanding Common Shares (unless such
acquisition is made pursuant to a tender or exchange offer for all
outstanding shares of the Trust, at a price determined by at least 75%
of the trustees of the Trust to be fair and otherwise in the best
interest of the Trust and its shareholders after receiving advice from
one or more investment banking firms (a "Qualifying Offer"), each holder
of a Right will thereafter have the right to receive, upon exercise,
Common Shares (or, in certain circumstances, cash, property or other
securities of the Trust), having a value equal to two times the Exercise
Price (as defined below) of the Right. The "Exercise Price" is the
Purchase Price multiplied by the number of Units associated with each
Right (initially, one). Notwithstanding any of the foregoing, following
the occurrence of an Acquiring Person becoming such (a "Flip-In Event"),
all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will
be null and void. However, Rights are not exercisable following the
occurrence of a Flip-In Event until such time as the Rights are no
longer redeemable by the Trust as set forth below.
In the event that following the Share Acquisition Date, (i) the Trust
engages in a merger or business combination transaction in which the
Trust is not the successor (other than a merger consummated pursuant to
a Qualifying Offer); (ii) the Trust engages in a merger or business
combination transaction in which the Trust is the successor and the
Common Shares are changed or exchanged; or (iii) 50% or more of the
Trust's assets or earning power is sold or transferred, each holder of a
Right (except Rights which have previously been voided as set forth
above) shall thereafter have the right to receive, upon exercise of the
Right, common shares of the acquiring company having a value equal to
two times the Exercise Price of the Right.
The Purchase Price payable, and the number of Units of Preferred Shares
or other securities or property issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) if holders of the
Preferred Shares are granted certain rights or warrants to subscribe for
Preferred Shares or convertible securities at less than the current
market price of the Preferred Shares or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).
With certain exceptions, no adjustments in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of
the Preferred Shares on the last trading date prior to the date of
exercise.
At any time after the Share Acquisition Date, the Board of Trustees of
the Trust may exchange the Rights (other than Rights owned by an
Acquiring Person), in whole or in part, at an exchange ratio equal to
(i) a number of Common Shares per Right with a value equal to the spread
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between the value of the number of Common Shares for which the Rights
may then be exercised and the Purchase Price or (ii) if prior to the
acquisition by the Acquiring Person of 50% or more of the then
outstanding Common Shares, one Common Share per Right (subject to
adjustment). Any such exchange shall require the concurrence of at
least 75% of the trustees.
At any time until ten (10) days following the Share Acquisition Date,
the Trust may redeem the Rights in whole, but not in part, at a price of
$0.001 per Right. Under certain circumstances, the decision to redeem
shall require the concurrence of 75% of the trustees. Immediately upon
the action of the Board of Trustees ordering redemption of the Rights,
the Rights will terminate and the only right of the holders of Rights
will be to receive the $0.001 redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Trust, including, without limitation, the
right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to shareholders or to the Trust, shareholders
may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Shares (or other
consideration) as set forth above or in the event the Rights are
redeemed.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended
by the Board of Trustees prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended
by the Board of Trustees (in certain circumstances, with the approval of
at least 75% of the trustees) in order to cure any ambiguity, to make
changes that do not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or
lengthen any time period under the Rights Agreement; PROVIDED, HOWEVER,
that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.
A copy of the press release of the Trust announcing the adoption of the
Rights Agreement is attached as Exhibit 99.1 to this Report.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
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(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
99.1 Press Release, dated December 17, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
LIBERTY PROPERTY TRUST
Dated: December 18, 1997 BY: /s/ JOSEPH P. DENNY
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NAME: Joseph P. Denny
TITLE: President
LIBERTY PROPERTY LIMITED PARTNERSHIP
BY: LIBERTY PROPERTY TRUST, AS ITS
SOLE GENERAL PARTNER
Dated: December 18, 1997 BY: /s/ JOSEPH P. DENNY
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NAME: Joseph P. Denny
TITLE: President
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<PAGE>
EXHIBIT INDEX
99.1 Press Release, dated December 17, 1997.
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EXHIBIT 99.1
For Immediate Release Inquiries: Jeanne A. Leonard
December 17, 1997 Liberty Property Trust
610/648-1704
Liberty Property Trust Declares Dividends
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Malvern, PA.--Liberty Property Trust (NYSE: LRY) announced today that
its Board of Trustees has declared a dividend of $0.42 per share for the
fourth quarter of 1997. This dividend will be paid on January 15, 1998,
to shareholders of record on January 1, 1998.
The Board also declared a dividend of $0.55 per share on the Company's
Series A Cumulative Redeemable Preferred Shares for the fourth quarter
of 1997. This dividend is payable on January 30, 1998, to shareholders
of record on January 15, 1998.
Separately, the Board of Trustees adopted a Shareholder Rights Plan and
declared a distribution of a preferred share purchase right for each
outstanding common share of Liberty Property Trust to each shareholder
of record on December 31, 1997. The Shareholder Rights Plan adopted by
Liberty is similar to rights plans adopted by other real estate
investment trusts and publicly traded companies.
Liberty Property Trust is a fully integrated real estate firm which
develops, acquires and manages office and industrial properties. Liberty
increases the value of its portfolio by internally managing its
properties for sustained growth, including providing the highest quality
property management services to its 1,300 tenants. One of the country's
largest real estate investment trusts, Liberty currently owns and
manages 30 million square feet of space in 410 properties.
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