<PAGE>
As filed with the Securities and Exchange Commission, via EDGAR, on March 5,1997
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
Liberty Property Limited Partnership
(Exact name of each Registrant as specified in its governing documents)
--------------------
Maryland 23-7768996
Pennsylvania 23-2766549
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization of respective Registrant) Number of respective Registrant)
--------------------
65 Valley Stream Parkway, Malvern, Pennsylvania 19355
(610) 648-1700
(Address, including zip code, and telephone number,
including area code, of Registrants' principal
executive offices)
--------------------
James J. Bowes, Esquire
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, Esquire
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 this Registration
Statement becomes effective.
--------------------
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: / x /
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: / x / (File No.
33-94782)
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: / x /
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed
Proposed Maximum
Title of Each Class of Amount Maximum Aggregate Amount of
Securities to be Registered to be Offering Price Offering Registration
Registered (1)(2) Per Unit (3) Price (3) Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares of Beneficial
Interest, $0.001 par $21,920,000 100% $21,920,000 $6,643
value (4)........................
===================================================================================================================
</TABLE>
(1) In no event will the aggregate initial offering price of the Securities
registered hereby exceed $21,920,000, or the equivalent thereof in one
or more foreign currencies or composite currencies, including European
currency units. This Registration Statement also includes any
Securities issuable upon stock splits or similar transactions pursuant
to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act").
(2) Subject to footnote (1), there is being registered an indeterminate
number of Common Shares of Beneficial Interest as may be sold, from
time to time, by Liberty Property Trust (the "Trust").
(3) Estimated solely for the purpose of computing the registration fee,
pursuant to Rule 457(o) under the Securities Act. The proposed maximum
offering price per unit will be determined from time to time by the
Trust in connection with the issuance by the Trust of the Securities
registered hereunder.
(4) To be issued by the Trust.
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<PAGE>
EXPLANATION AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended.
The information in the Registration Statement on Form S-3 (File No.
33-94782) filed with the Securities and Exchange Commission by Liberty Property
Trust and Liberty Property Limited Partnership pursuant to the Securities Act of
1933, as amended (the "Securities Act"), is incorporated by reference into this
Registration Statement.
CERTIFICATION
In accordance with Rule 111(b) under the Securities Act, the
undersigned Registrants certify as follows:
(i) the Registrants or their agent have instructed the
Registrants' bank or a wire transfer service to transmit to the
Commission the applicable filing fee by a wire transfer of such amount
from the account of the Registrants or their agent to the Commission's
account at Mellon Bank as soon as practicable but no later than the
close of the next business day following the filing of this Rule 462(b)
registration statement;
(ii) the Registrants or their agent will not revoke such
instructions; and
(iii) the Registrants or their agent have sufficient funds in
such account to cover the amount of such filing fee.
The Registrants further undertake that, if such instructions have been
sent after the close of business of such bank or wire transfer service, they
will confirm receipt of such instructions by such bank or wire transfer service
during regular business hours on the following business day.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned 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 the 5th day of March, 1997.
LIBERTY PROPERTY TRUST
By: /s/ Willard G. Rouse III
------------------------
Willard G. Rouse III
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities with the above Registrant and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Willard G. Rouse III Chairman of the Board of Trustees March 5, 1997
- ------------------------------- and Chief Executive Officer
Willard G. Rouse III (Principal Executive Officer)
/s/ George J. Alburger, Jr. Chief Financial Officer March 5, 1997
- ------------------------------- (Principal Financial and
George J. Alburger, Jr. Accounting Officer)
* Trustee March 5, 1997
- -------------------------------
Frederick F. Buchholz
* Trustee March 5, 1997
- -------------------------------
George F. Congdon
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Joseph P. Denny Trustee March 5, 1997
- ---------------------
Joseph P. Denny
* Trustee March 5, 1997
- ---------------------
J. Anthony Hayden
* Trustee March 5, 1997
- ---------------------
M. Leanne Lachman
* Trustee March 5, 1997
- ---------------------
David L. Lingerfelt
* Trustee March 5, 1997
- ---------------------
John A. Miller
* Trustee March 5, 1997
- ---------------------
Stephen B. Siegel
*By: /s/ Willard G. Rouse III
------------------------
Willard G. Rouse III
Attorney-in-Fact
</TABLE>
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned 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 the 5th day of March, 1997.
LIBERTY PROPERTY LIMITED
PARTNERSHIP
BY: Liberty Property Trust, as its sole
general partner
By: /s/ Willard G. Rouse III
-------------------------------
Willard G. Rouse III
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated with the sole general partner of the above Registrant
and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Willard G. Rouse III Chairman of the Board of Trustees March 5, 1997
- -------------------------------- and Chief Executive Officer
Willard G. Rouse III (Principal Executive Officer)
/s/ George J. Alburger, Jr. Chief Financial Officer March 5, 1997
- -------------------------------- (Principal Financial and
George J. Alburger, Jr. Accounting Officer)
* Trustee March 5, 1997
- --------------------------------
Frederick F. Buchholz
* Trustee March 5, 1997
- --------------------------------
George F. Congdon
</TABLE>
II-3
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Joseph P. Denny Trustee March 5, 1997
- -------------------------
Joseph P. Denny
* Trustee March 5, 1997
- -------------------------
J. Anthony Hayden
* Trustee March 5, 1997
- -------------------------
M. Leanne Lachman
* Trustee March 5, 1997
- -------------------------
David L. Lingerfelt
* Trustee March 5, 1997
- -------------------------
John A. Miller
* Trustee March 5, 1997
- -------------------------
Stephen B. Siegel
*By: /s/ Willard G. Rouse III
----------------------------
Willard G. Rouse III
Attorney-in-Fact
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Item Description
---- -----------
<S> <C>
5 Opinion of Weinberg & Green LLC.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Fegley & Associates.
23.3 Consent of Weinberg & Green LLC (included in Exhibit 5).
24 Powers of Attorney. (Incorporated by reference to Exhibit 24.1 to the
Registration Statement on Form S-3 of the Registrants, Commission File No.
33-94782.)
</TABLE>
<PAGE>
Exhibit 5
WEINBERG & GREEN LLC
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ATTORNEYS AT LAW
100 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-2773
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TELEPHONE 410/332-8600
WASHINGTON AREA 301/470-7400
FACSIMILE 410/332-8862
Robert A. Snyder, Jr.
410/332-8824
March 5, 1997
Liberty Property Trust
65 Valley Stream Parkway, Suite 100
Malvern, Pennsylvania 19355
Re: Liberty Property Trust
Registration Statement on Form S-3 pursuant to Rule 462(b)
----------------------------------------------------------
Ladies and Gentlemen:
We are issuing this opinion in connection with the registration by
Liberty Property Trust, a Maryland real estate investment trust (the "Company"),
of that number of common shares of beneficial interest of the Company, $.001 par
value per share (the "Common Shares") the initial offering price of which is not
in excess of $21,920,000, pursuant to a Registration Statement on Form S-3 (the
"S-3 Registration Statement"), filed pursuant to Rule 462(b) under the
Securities Act of 1933 (the "Act").
In connection with our representation of the Company and as a basis for
the opinions hereinafter set forth, we have examined originals or photostatic
copies of the following documents (hereinafter collectively referred to as the
"Documents"):
a. A copy of the S-3 Registration Statement, as filed by the
Company with the Securities and Exchange Commission (the
"Commission") under the Act;
b. A copy of the earlier Registration Statement on Form S-3 (File
No. 33-94782)
<PAGE>
filed by the Company with Commission under the Act.
c. The Amended and Restated Declaration of Trust of the Company
(the "Declaration of Trust");
d. The Bylaws of the Company;
e. Resolutions adopted by the Board of Trustees of the Company on
July 19, 1995 and February 19, 1997;
f. A Certificate executed by James J. Bowes, Esquire, Secretary
of the Company on March 3, 1997;
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 opinion set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of
the Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party's obligations set forth
therein are legal, valid and binding and are enforceable in accordance with all
stated terms except as limited (a) by bankruptcy, insolvency, reorganization,
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 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 conformed to the
original documents. All signatures on all such documents are genuine. All public
records reviewed or relied upon us or on our behalf are true and complete. All
statements and information contained in the Documents are true and complete;
4. The consideration to be received for the issuance and sale of
the Common Shares as contemplated by the S-3 Registration Statement is not less
than the par value per share; and
5. The aggregate number of shares of the Company which would be
outstanding after the issuance of the Common Shares and any other
contemporaneously issued or reserved common shares or preferred shares, together
with the number of common shares and preferred shares previously issued and
outstanding and the number of common shares and preferred shares previously
reserved for issuance upon the conversion or exchange of other Company
securities,
<PAGE>
does not exceed the number of then-authorized shares of the Company.
On the basis of the foregoing, and subject to the qualifications and
limitations stated herein, it is our opinion that:
The Common Shares have been duly and validly authorized and, when the
Common Shares have been sold, issued and delivered in the manner and for the
consideration contemplated by the S-3 Registration Statement, will be validly
issued, fully paid and nonassessable.
The foregoing opinion is 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 consent to the filing of this opinion as an exhibit to the
S-3 Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
WEINBERG & GREEN LLC
By: /s/ Robert A. Snyder
--------------------------------
Robert A. Snyder, Jr.
<PAGE>
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. 33-94782), which is incorporated by
reference in the Registration Statement (Form S-3 No. 333-00000) dated March 5,
1997, and the related Prospectus of Liberty Property Trust and Liberty Property
Limited Partnership and to the incorporation by reference therein of our reports
dated February 17, 1997, with respect to the consolidated financial statements
and schedule of Liberty Property Trust and Liberty Property Limited Partnership
included in the Annual Reports (Form 10-K) of Liberty Property Trust and Liberty
Property Limited Partnership for the year ended December 31, 1996, filed with
the Securities and Exchange Commission.
Ernst & Young LLP
Philadelphia, Pennsylvania
February 26, 1997
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 dated March 5, 1997, and the related
Prospectus of Liberty Property Trust and Liberty Property Limited Partnership
and to the incorporation by reference therein of our report dated February 3,
1997 with respect to the Statement of Operating Revenues and Certain Operating
Expenses for 650- 660 E. Swedesford Road included in the Current Report on Form
8-K of Liberty Property Trust and Liberty Property Limited Partnership dated
February 10, 1997 filed with the Securities and Exchange Commission.
Fegley & Associates
Plymouth Meeting, Pennsylvania
March 4, 1997
