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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934
LIBERTY PROPERTY TRUST
(Exact name of registrant as specified in its charter)
Maryland 23-7768996
(State of (I.R.S. Employer
incorporation or organization) Identification No.)
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65 Valley Stream Parkway, Suite 100 19355
Malvern, Pennsylvania (Zip Code)
(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1) please check
the following box. / /
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of Class to be so registered which class is to be registered
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8.80% Series A Cumulative Redeemable New York Stock Exchange
Preferred Shares of Beneficial
Interest, par value $0.001 per share
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
(title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
A description of the 8.80% Series A Cumulative Redeemable Preferred Shares
of Beneficial Interest, par value $0.001 per share, of the Registrant is
contained in a Rule 424(b) Prospectus Supplement, filed with the Securities and
Exchange Commission on August 6, 1997, relating to an offering of such
securities pursuant to the Registrant's Registration Statement on Form S-3, File
No. 333-22211, which became effective on March 7, 1997, which Prospectus
Supplement shall be deemed to be incorporated herein by reference for all
purposes.
Item 2. Exhibits
The securities described herein are to be registered on the New York Stock
Exchange, on which other securities of the Registrant are registered.
Accordingly, the following exhibits, required in accordance with Part I to the
Instructions as to Exhibits on Form 8-A, are filed herewith or have been duly
filed with the New York Stock Exchange:
(1) Articles Supplementary to the Amended and Restated Declaration of Trust
Establishing and Fixing the Rights and Preferences of a Series of
Preferred Shares of Beneficial Interest as filed with the Maryland
Department of Assessments and Taxation.
(2) *Amended and Restated Declaration of Trust of Registrant. (Incorporated
by reference to exhibit 3.1.1 filed with the Current Report on Form 8-K
of the Registrant and Liberty Property Limited Partnership, filed
June 25, 1997.
(3) *Amended and Restated By-laws of Registrant. (Incorporated by reference
to exhibit 3.2 filed with the Registration Statement on Form S-11 of the
Registrant, File No. 33-77084.)
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*Previously Filed
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Liberty Property Trust
By:/s/ George J. Alburger, Jr.
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George J. Alburger, Jr.
Chief Financial Officer
August 7, 1997
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LIBERTY PROPERTY TRUST
ARTICLES SUPPLEMENTARY
ESTABLISHING AND FIXING THE RIGHTS AND
PREFERENCES OF A SERIES OF PREFERRED SHARES OF BENEFICIAL INTEREST
Liberty Property Trust, a Maryland real estate investment trust (the
"Company"), certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: Pursuant to the authority vested in the Board of Trustees of
the Company (the "Board of Trustees") by Sections 3.2(e), 6.1 and 6.3 of the
Company's Amended and Restated Declaration of Trust (the "Declaration of Trust")
and by Section 8-203 of the Maryland General Corporation Law, the Board of
Trustees, by duly adopted resolution dated July 30, 1997, has duly classified
and designated 5,750,000 shares of the 200,000,000 authorized shares of
beneficial interest in the Company as a series designated the "8.80% Series A
Cumulative Redeemable Preferred Shares of Beneficial Interest," which possesses
the preferences, conversion or other rights, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption of shares as
set forth in these Articles Supplementary:
(1) Designation and Number. A series of preferred shares of
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beneficial interest in the Company (the "Preferred Shares") designated the
"8.80% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest"
(the "Series A Preferred"), par value $0.001 per share, is hereby established.
The number of shares of the Series A Preferred shall be 5,750,000.
(2) Rank. The Series A Preferred will, with respect to dividend
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rights and rights upon liquidation, dissolution or winding up of the Company,
rank (a) senior to all classes or series of common shares of beneficial interest
of the Company (the "Common Shares"), and to all equity securities ranking
junior to such Series A Preferred; (b) on a parity with all equity securities
issued by the Company the terms of which specifically provide that such equity
securities rank on a parity with the Series A Preferred; and (c) junior to all
equity securities issued in accordance with Section 6(d) below by the Company
the terms of which specifically provide that such equity securities rank senior
to the Series A Preferred. The term "equity securities" shall not include
convertible debt securities.
(3) Dividends.
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(a) Holders of the shares of Series A Preferred shall be
entitled to receive, when and as authorized by the Board of Trustees, out of
funds legally available for the payment of dividends, cumulative preferential
cash dividends at the rate of 8.80% per annum of the $25.00 liquidation
preference (equivalent to a fixed annual amount of $2.20 per share). Such
dividends shall be cumulative from the first date on which any Series A
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Preferred is issued and shall be payable quarterly in arrears on or before the
30th day of January, April, June and October of each year or, if any such date
is not a business day (as defined herein), the next succeeding business day
(each, a "Dividend Payment Date"). The first dividend, which will be payable on
October 30, 1997, will be for less than a full quarter. Such dividend and any
dividend payable on the Series A Preferred for any partial dividend period will
be computed on the basis of a 360-day year consisting of twelve 30-day months.
Dividends will be payable to holders of record as they appear in the share
records of the Company at the close of business on the applicable record date,
which shall be the 15th (fifteenth) day of the calendar month in which the
applicable Dividend Payment Date falls or such other date designated by the
Board of Trustees of the Company for the payment of dividends that is not more
than 30 nor less than 10 days prior to such Dividend Payment Date (each, a
"Dividend Record Date"). As used herein, the term "business day" shall mean any
day other than a Saturday, Sunday, or a day on which banking institutions in the
state of New York are authorized or obligated by law or executive order to
close.
(b) No dividends on shares of Series A Preferred shall be
authorized by the Board of Trustees of the Company or paid or set apart for
payment by the Company at such time as the terms and provisions of any agreement
of the Company, including any agreement relating to its indebtedness, prohibits
such authorization, payment or setting apart for payment or provides that such
authorization, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such authorization or payment shall be
restricted or prohibited by law.
(c) Notwithstanding the foregoing, dividends on the Series A
Preferred will accrue whether or not the terms and provisions set forth in
Section 3(b) hereof at any time prohibit the current payment of dividends,
whether or not the Company has earnings, whether or not there are funds legally
available for the payment of such dividends and whether or not such dividends
are authorized. Accrued but unpaid dividends on the Series A Preferred will
accumulate as of the Dividend Payment Date on which they first become payable.
(d) Except as provided in Section 3(e) below, no dividends will
be authorized or paid or set apart for payment on any shares of beneficial
interest of the Company or any other series of Preferred Shares ranking, as to
dividends, on a parity with or junior to the Series A Preferred (other than a
dividend in shares of the Common Shares or in any other class of shares of
beneficial interest ranking junior to the Series A Preferred as to dividends and
upon liquidation) for any period unless full cumulative dividends for all past
dividend periods and the then current dividend period have been or
contemporaneously are (i) authorized and paid or (ii) authorized and a sum
sufficient for the payment thereof is set apart for such payment on the Series A
Preferred.
(e) When dividends are not paid in full (or a sum sufficient
for such full payment is not so set apart) upon the Series A Preferred and the
shares of any other series of Preferred Shares ranking on a parity as to
dividends with the Series A Preferred, all dividends authorized upon the Series
A Preferred and any other series of Preferred Shares ranking on a parity as to
dividends with the Series A Preferred shall be authorized pro rata so that the
amount of dividends authorized per share of Series A Preferred and such other
series
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of Preferred Shares shall in all cases bear to each other the same ratio that
accrued dividends per share on the Series A Preferred and such other series of
Preferred Shares (which shall not include any accrual in respect of unpaid
dividends on such other series of Preferred Shares for prior dividend periods if
such other series of Preferred Shares does not have a cumulative dividend) bear
to each other. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on Series A Preferred
which may be in arrears.
(f) Except as provided in the immediately preceding paragraph,
unless full cumulative dividends on the Series A Preferred have been or
contemporaneously are authorized and paid or declared and a sum sufficient for
the payment thereof is set apart for payment for all past dividend periods and
the then current dividend period, no dividends (other than in Common Shares or
other shares of beneficial interest ranking junior to the Series A Preferred as
to dividends and upon liquidation) shall be authorized or paid or set aside for
payment nor shall any other distribution be authorized or made upon the Common
Shares, or any other shares of beneficial interest of the Company ranking junior
to or on a parity with the Series A Preferred as to dividends or upon
liquidation, nor shall any Common Shares, or any other shares of beneficial
interest of the Company ranking junior to or on a parity with the Series A
Preferred as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any such shares) by the
Company (except by conversion into or exchange for other shares of beneficial
interest of the Company ranking junior to the Series A Preferred as to dividends
and upon liquidation, and except as set forth in Section 5(e) below).
(g) Holders of the Series A Preferred shall not be entitled to
any dividend, whether payable in cash, property or shares of beneficial interest
in excess of full cumulative dividends on the Series A Preferred as described
above. Any dividend payment made on shares of the Series A Preferred shall first
be credited against the earliest accrued but unpaid dividend due with respect to
such shares which remains payable.
(h) If, for any taxable year, the Company elects to designate as
"capital gain dividends" (as defined in Section 857 of the Internal Revenue Code
of 1986, as amended (the "Code")) any portion (the "Capital Gains Amount") of
the dividends (within the meaning of the Code) paid or made available for the
year to holders of all classes of shares of beneficial interest in the Company
(the "Total Dividends"), then the portion of the Capital Gains Amount that will
be allocable to the holders of the Series A Preferred will be the Capital Gains
Amount multiplied by a fraction, the numerator of which will be the total
dividends (within the meaning of the Code) paid or made available to the holders
of the Series A Preferred for the year and the denominator of which shall be the
Total Dividends.
(4) Liquidation Preference.
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(a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Company, the holders of shares of Series A
Preferred then outstanding are entitled to be paid out of the assets of the
Company legally available for distribution to its shareholders a liquidation
preference of $25.00 per share, plus an amount
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equal to any accrued and unpaid dividends to the date of payment (whether or not
declared), before any distribution of assets is made to holders of Common Shares
or any other class or series of shares of beneficial interest of the Company
that ranks junior to the Series A Preferred as to liquidation rights.
(b) In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the amount of the liquidating distributions on all
outstanding shares of Series A Preferred and the corresponding amounts payable
on all shares of other classes or series of shares of beneficial interest of the
Company ranking on a parity with the Series A Preferred in the distribution of
assets, then the holders of the Series A Preferred and all other such classes or
series of shares of beneficial interest shall share ratably in any such
distribution of assets in proportion to the full liquidating distributions to
which they would otherwise be respectively entitled.
(c) Written notice of any such liquidation, dissolution or
winding up of the Company, stating the payment date or dates when, and the place
or places where, the amounts distributable in such circumstances shall be
payable, shall be given by first class mail, postage pre-paid, not less than 30
nor more than 60 days prior to the payment date stated therein, to each record
holder of the Series A Preferred at the respective addresses of such holders as
the same shall appear on the share transfer records of the Company.
(d) After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series A Preferred will
have no right or claim to any of the remaining assets of the Company.
(e) The consolidation or merger of the Company with or into any
other corporation, trust or entity or of any other corporation, trust or other
entity with or into the Company or the sale, lease or conveyance of all or
substantially all of, the property or business of the Company, shall not be
deemed to constitute a liquidation, dissolution or winding up of the Company.
(5) Redemption.
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(a) Right of Optional Redemption. The Series A Preferred is not
redeemable prior to July 30, 2002. However, in order to ensure that the Company
remains a qualified real estate investment trust ("REIT") for federal income tax
purposes, the Series A Preferred shall be subject to the provisions of Article
VII of the Declaration of Trust pursuant to which Series A Preferred owned by a
shareholder in excess of the Ownership Limit (as defined in the Declaration of
Trust) will automatically be exchanged for Excess Shares (as defined in the
Declaration of Trust) and the Company will have the right to purchase Excess
Shares from the holder. On and after July 30, 2002, the Company, at its option
and upon not less than 30 nor more than 60 days' written notice, may redeem
shares of the Series A Preferred, in whole or in part, at any time or from time
to time, for cash at a redemption price of $25.00 per share, plus all accrued
and unpaid dividends thereon to the date fixed for redemption, without interest.
If less than all of the outstanding shares of Series A Preferred are to be
redeemed, the Series A Preferred to be redeemed shall be redeemed pro rata (as
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nearly as may be practicable without creating fractional shares) or by any other
equitable method determined by the Company.
(b) Limitations on Redemption.
(i) The redemption price of the Series A Preferred (other
than the portion thereof consisting of accrued and unpaid dividends) is payable
solely out of the sale proceeds of other shares of beneficial interest of the
Company, which may include other series of Preferred Shares, and from no other
source. For purposes of the preceding sentence, "shares of beneficial interest"
means any equity securities (including Common Shares and Preferred Shares),
shares, interest, participation or other ownership interests (however
designated) and any rights (other than debt securities convertible into or
exchangeable for equity securities) or options to purchase any of the foregoing.
(ii) Unless full cumulative dividends on all shares of
Series A Preferred shall have been or contemporaneously are authorized and paid
or authorized and a sum sufficient for the payment thereof is set apart for
payment for all past dividend periods and the then current dividend period, no
shares of Series A Preferred shall be redeemed unless all outstanding shares of
Series A Preferred are simultaneously redeemed, and the Company shall not
purchase or otherwise acquire directly or indirectly any shares of Series A
Preferred (except by exchange for shares of beneficial interest of the Company
ranking junior to the Series A Preferred as to dividends and upon liquidation);
provided, however, that the foregoing shall not prevent the purchase by the
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Company of Excess Shares in order to ensure that the Company remains qualified
as a REIT for federal income tax purposes or the purchase or acquisition of
shares of Series A Preferred pursuant to a purchase or exchange offer made on
the same terms to holders of all outstanding shares of Series A Preferred.
(c) Rights to Dividends on Shares Called for Redemption.
Immediately prior to any redemption of Series A Preferred, the Company shall
pay, in cash, any accumulated and unpaid dividends through the redemption date,
unless a redemption date falls after a Dividend Record Date and prior to the
corresponding Dividend Payment Date, in which case each holder of Series A
Preferred at the close of business on such Dividend Record Date shall be
entitled to the dividend payable on such shares on the corresponding Dividend
Payment Date notwithstanding the redemption of such shares before such Dividend
Payment Date. Except as provided above, the Company will make no payment or
allowance for unpaid dividends, whether or not in arrears, on Series A Preferred
for which a notice of redemption has been given.
(d) Procedures for Redemption.
(i) Notice of redemption will be given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date. A similar notice will be mailed by
the Company, postage prepaid, not less than 30 nor more than 60 days prior to
the redemption date, addressed to the respective holders of record of the Series
A Preferred to be redeemed at their respective addresses as they appear on the
share transfer records of the Company. No failure to give such notice or
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any defect thereto or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series A Preferred except as to
the holder(s) to whom notice was defective or not given.
(ii) In addition to any information required by law or by
the applicable rules of any exchange upon which Series A Preferred may be listed
or admitted to trading, such notice shall state: (A) the redemption date; (B)
the redemption price; (C) the number of shares of Series A Preferred to be
redeemed; (D) the place or places where the Series A Preferred is to be
surrendered for payment of the redemption price; and (E) that dividends on the
shares to be redeemed will cease to accrue on such redemption date. If less than
all of the Series A Preferred held by any holder is to be redeemed, the notice
mailed to such holder shall also specify the number of shares of Series A
Preferred held by such holder to be redeemed.
(iii) If notice of redemption of any shares of Series A
Preferred has been given and if the funds necessary for such redemption have
been set aside by the Company in trust for the benefit of the holders of any
shares of Series A Preferred so called for redemption, then from and after the
redemption date dividends will cease to accrue on such shares of Series A
Preferred, such shares of Series A Preferred shall no longer be deemed
outstanding and all rights of the holders of such shares will terminate, except
the right to receive the redemption price. Holders of Series A Preferred to be
redeemed shall surrender such Series A Preferred at the place designated in such
notice and, upon surrender in accordance with said notice of the certificates
for shares of Series A Preferred so redeemed (properly endorsed or assigned for
transfer, if the Company shall so require and the notice shall so state), such
shares of Series A Preferred shall be redeemed by the Company at the redemption
price plus any accrued and unpaid dividends payable upon such redemption. In
case less than all the shares of Series A Preferred represented by any such
certificate are redeemed, a new certificate or certificates representing the
unredeemed shares of Series A Preferred shall be issued without cost to the
holder thereof.
(e) Application of Article VII. The shares of Series A
Preferred are subject to the provisions of Article VII of the Declaration of
Trust, including, without limitation, the provision for the redemption of Excess
Shares. Notwithstanding the provisions of Article IX of the Declaration of
Trust, shares of Series A Preferred which have been exchanged pursuant to the
Declaration of Trust for Excess Shares may be redeemed, in whole or in part, at
any time or from time to time, for cash at a redemption price of $25.00 per
share, plus all accrued and unpaid dividends thereon to the date fixed for
redemption, without interest. If less than all of the outstanding Series A
Preferred is to be redeemed, the Series A Preferred to be redeemed shall be
selected pro rata (as nearly as may be practicable without creating fractional
shares) or by any other equitable method determined by the Company.
(f) Status of Redeemed Shares. Any shares of Series A Preferred
that shall at any time have been redeemed shall, after such redemption, have the
status of authorized but unissued Preferred Shares, without designation as to
series until such shares are once more designated as part of a particular series
by the Board of Trustees.
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(6) Voting Rights.
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(a) Holders of the Series A Preferred will not have any voting
rights, except as set forth below.
(b) Whenever dividends on any shares of Series A Preferred shall
be in arrears for six or more consecutive or non-consecutive quarterly periods
(a "Preferred Dividend Default"), the holders of such shares of Series A
Preferred (voting separately as a class with all other series of Preferred
Shares ranking on a parity with the Series A Preferred as to dividends or on
liquidation ("Parity Preferred") upon which like voting rights have been
conferred and are exercisable) will be entitled to vote for the election of a
total of two additional trustees of the Company (the "Preferred Shares
Trustees") at a special meeting called by the holders of record of at least 20%
of the outstanding shares of Series A Preferred or the holders of shares of any
other series of Parity Preferred so in arrears (unless such request is received
less than 90 days before the date fixed for the next annual or special meeting
of shareholders) or at the next annual meeting of shareholders, and at each
subsequent annual meeting until all dividends accumulated on such shares of
Series A Preferred for the past dividend periods and the accrued dividend for
the then current dividend period shall have been fully paid or authorized and a
sum sufficient for the payment thereof set aside for payment in full.
(c) If and when all accumulated dividends and the accrued
dividend for the then current dividend period on the Series A Preferred shall
have been paid in full or set aside for payment in full, the holders of shares
of Series A Preferred shall be divested of the voting rights set forth in
Section 6(b) hereof (subject to revesting in the event of each and every
subsequent Preferred Dividend Default) and, if all accumulated dividends and the
accrued dividend for the then current dividend period have been paid in full or
set aside for payment in full on all other series of Parity Preferred upon which
like voting rights have been conferred and are exercisable, the term of office
of each Preferred Shares Trustee so elected shall terminate. Any Preferred
Shares Trustee may be removed at any time with or without cause by the
affirmative vote of, and shall not be removed otherwise than by the affirmative
vote of, the holders of record of the outstanding shares of the Series A
Preferred when they have the voting rights set forth in Section 6(b) and the
holders of record of any other series of Parity Preferred upon which like voting
rights have been conferred and are exercisable representing a majority of such
shares of Series A Preferred and other series of Parity Preferred, if any,
entitled to be voted on the matter, voting as a single class. So long as a
Preferred Dividend Default shall continue, any vacancy in the office of a
Preferred Shares Trustee may be filled by written consent of the Preferred
Shares Trustee remaining in office, or if none remains in office, by the
affirmative vote of the holders of record of the outstanding shares of Series A
Preferred when they have the voting rights set forth in Section 6(b) and the
holders of record of any other series of Parity Preferred upon which like voting
rights have been conferred and are exercisable representing a majority of such
shares of Series A Preferred and other series of Parity Preferred, if any,
entitled to be voted on the matter. The Preferred Shares Trustees shall each be
entitled to one vote per trustee on any matter.
(d) So long as any shares of Series A Preferred remain
outstanding, the Company shall not, without the affirmative vote of the holders
of at least two-thirds of the
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shares of the Series A Preferred outstanding at the time, (i) authorize or
create, or increase the authorized or issued amount of, any class or series of
shares of beneficial interest ranking prior to the Series A Preferred with
respect to payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up or reclassify any authorized shares of beneficial
interest of the Company into any such shares, or create, authorize or issue any
obligation or security convertible into or evidencing the right to purchase any
such shares, (ii) amend, alter or repeal the provisions of these Articles,
whether by merger, consolidation or otherwise, so as to materially and adversely
affect any right, preference, privilege or voting power of the Series A
Preferred or the holders thereof or (iii) enter into a consolidation or merger
in which another entity is the surviving entity, unless the holders of the
Series A Preferred receive a preference security the rights, preferences,
privileges and voting power of which do not differ from those of the Series A
Preferred in any manner which is material and adverse to the holder of the
Series A Preferred; provided, however, that with respect to the occurrence of
any event set forth in (ii) or (iii) above, so long as the Series A Preferred
remains outstanding with the terms thereof materially unchanged, or the terms of
the securities issued in exchange for the Series A Preferred in the
consolidation or merger are not materially different from those of the Series A
Preferred, the occurrence of any such event shall not be deemed to materially
and adversely affect such rights, preferences, privileges or voting powers of
the holders of the Series A Preferred and provided further that any increase in
the amount of the authorized Preferred Shares or the creation or issuance of any
other series of Preferred Shares, or any increase in the amount of authorized
shares of such series, in each case ranking on a parity with or junior to the
Series A Preferred with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up, shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting
powers.
(e) The foregoing voting provisions will not apply if, at or
prior to the time when the act with respect to which such vote would otherwise
be required shall be effected, all outstanding shares of Series A Preferred
shall have been redeemed or called for redemption upon proper notice and
sufficient funds shall have been deposited in trust to effect such redemption.
(7) Conversion. The Series A Preferred is not convertible into or
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exchangeable for any other property or securities of the Company, except that
the shares of Series A Preferred may be exchanged by the Company for Excess
Shares, in accordance with the Declaration of Trust.
SECOND: The Shares have been classified and designated by the Board
of Trustees under the authority contained in the Declaration of Trust.
THIRD: These Articles Supplementary have been approved by the Board
of Trustees in the manner and by the vote required by law.
FOURTH: These Articles Supplementary shall be effective at the time
the State Department of Assessments and Taxation of Maryland accepts these
Articles Supplementary for record.
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FIFTH: The undersigned Chairman of the Board of Trustees and Chief
Executive Officer of the Company acknowledges these Articles Supplementary to be
the act of the Company and, as to all matters or facts required to be verified
under oath, the undersigned Chairman of the Board of Trustees and Chief
Executive Officer acknowledges that to the best of his knowledge, information
and belief, these matters and facts are true in all material respects and that
this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Company has caused these Articles
Supplementary to be executed under seal in its name and in its behalf by its
Chairman of the Board of Trustees and Chief Executive Officer and attested to by
its Secretary on this 5th day of August, 1997.
LIBERTY PROPERTY TRUST
/s/ Willard G. Rouse III
_______________________________
[SEAL] Willard G. Rouse III,
Chairman of the Board and
Chief Executive Officer
ATTEST:
/s/ James J. Bowes
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James J. Bowes, Secretary
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