SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): March 12, 1998
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
------------------------------------
(Exact names of registrants as specified in their governing respective
documents)
MARYLAND 1-13130 23-7768996
PENNSYLVANIA 1-13132 23-2766549
- --------------------------- ------------- -------------------
State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
65 VALLEY STREAM PARKWAY, SUITE 100
MALVERN, PENNSYLVANIA 19355
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (610) 648-1700
<PAGE>
ITEM 5: OTHER EVENTS
- ---------------------
Liberty Property Limited Partnership is a Pennsylvania limited
partnership (the "Operating Partnership"). Liberty Property Trust, a
Maryland real estate investment trust (the "Trust"), owns an approximate
91.86% interest in the Operating Partnership (as of December 31, 1997)
(the Trust and the Operating Partnership are collectively referred to as
the "Company").
On January 6, 1998, the Company acquired title to two office properties,
comprising 281,505 leaseable square feet, located in Troy, Michigan,
(the "Liberty Center Properties"). The Company's Total Investment (as
defined below) in these properties is anticipated to be approximately
$43.4 million. The "Total Investment" for a property is defined as the
property's purchase price plus closing costs and management's estimate,
as determined at 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.
On February 9, 1998, the Company acquired title to 11 industrial
properties, comprising 623,718 leaseable square feet, located in Ft.
Lauderdale and Pompano Beach, Florida, (the "Pompano/Cypress Parks
Properties"). The Company's Total Investment in these properties is
anticipated to be approximately $26.8 million.
On February 17, 1998, the Company acquired title to one office property,
comprising 39,804 leaseable square feet, located in Virginia Beach,
Virginia, ("Oceana Center One"). The Company's Total Investment in this
property is anticipated to be approximately $4.6 million.
On February 27, 1998, the Company acquired title to two industrial
properties comprising 140,340 leaseable square feet, located in Ashland,
Virginia, ("Northridge I & II"). The Company's Total Investment of
these properties is anticipated to be approximately $8.5 million.
On March 11, 1998, the Company acquired title to seven industrial and
office properties comprising 509,736 leaseable square feet, located in
Minnesota and Wisconsin, (the "Heitman Properties"). The Company's
Total Investment in these properties is anticipated to be approximately
$31.7 million.
On January 30, 1998, the Company entered into a contract to acquire
title to one office property comprising 83,000 leaseable square feet,
located in Plymouth Meeting, Pennsylvania, which the Company, as of this
date, considers probable of closing, ("Hickory Pointe"). The Company's
Total Investment in this property is anticipated to be approximately
$10.4 million.
On February 6, 1998, the Company entered into a contract to acquire
title to one office property comprising 144,046 leaseable square feet,
located in Charleston, South Carolina, which the Company, as of this
date, considers probable of closing ("NationsBank Place"). The
Company's Total Investment in this property is anticipated to be
approximately $34.1 million.
Collectively, the Liberty Center Properties, the Pompano/Cypress Parks
Properties, Oceana Center One, Northridge I & II, the Heitman
<PAGE> -2-
Properties, Hickory Pointe, and NationsBank Place are known as the
"Acquisition Properties".
Pursuant to Rule 3-14 of Regulation S-X, audited historical financial
information concerning the Acquisition Properties is provided in Item 7
of this Current Report on Form 8-K. Additionally, certain pro forma
information is provided in Item 7.
Factors considered by the Company in determining the price paid or to be
paid, as the case may be, for the Acquisition Properties, included their
historical and expected cash flow, the nature of tenants and terms of
leases in place, occupancy rates, opportunities for alternative and new
tenancies, current operating costs and real estate taxes on the
properties and anticipated changes therein under Company ownership,
physical condition and locations of the properties, the anticipated
effect to the Company's financial results (particularly funds from
operations), the ability to sustain and potentially increase its
distributions to Company shareholders, and other factors. The Company
took into consideration the capitalization rates at which it believed
other comparable buildings were recently sold, but determined the price
it was willing to pay primarily on factors discussed above relating to
the properties themselves and their fit into the Company's operations.
The Company, after investigation of the properties, is not aware of any
material fact, other than those enumerated above, that would cause the
financial information reported not to be necessarily indicative of
future operating results.
- -------------------------------
Statements contained in this report contain forward-looking statements
with respect to estimates of Total Investment, pro forma financial
information and their underlying assumptions. As such, these statements
involve risks and uncertainties that could affect future results, and
accordingly, such results may differ from those expressed herein. These
risks and uncertainties include, but are not limited to, uncertainties
affecting real estate businesses generally, risks relating to
acquisition activities and risks relating to leasing and releasing
activities and rates.
<PAGE> -3-
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
- ------------------------------------------
PAGE
----
(a) Financial Statements of Real Estate Operations Acquired
or to be Acquired
Statement of Operating Revenues and Certain
Operating Expenses for the Acquisition Properties
Report of Independent Auditors........................ 5
Statement of Operating Revenues and Certain
Operating Expenses for the Acquisition
Properties for the year ended December 31, 1997...... 6
Notes to the Statement of Operating Revenues and
Certain Operating Expenses for the Acquisition
Properties for the year ended December 31, 1997...... 7
(b) Pro Forma Financial Information (unaudited)
Liberty Property Trust...................................... 10
Pro Forma Condensed Consolidated Balance Sheet as of
December 31, 1997.................................... 11
Pro Forma Consolidated Statement of Operations for
the year ended December 31, 1997..................... 12
Notes to Pro Forma Consolidated Financial Statements
as of and for the year ended December 31, 1997....... 13
Liberty Property Limited Partnership......................... 14
Pro Forma Condensed Consolidated Balance Sheet as of
December 31, 1997.................................... 15
Pro Forma Consolidated Statement of Operations for
the year ended December 31, 1997..................... 16
Notes to Pro Forma Consolidated Financial Statements
as of and for the year ended December 31, 1997....... 17
Signatures......................................................... 18
(c) Exhibits
23 Consent of Fegley & Associates...................... 19
<PAGE> -4-
REPORT OF INDEPENDENT AUDITORS
To The Board of Trustees and Shareholders
Liberty Property Trust
We have audited the accompanying Statement of Operating Revenues and
Certain Operating Expenses of the Acquisition Properties, as defined in
Note 1, for the year ended December 31, 1997. This financial statement
is the responsibility of the management of the Acquisition Properties.
Our responsibility is to express an opinion on this financial statement
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles
used and significant estimates made by management as well as evaluating
the overall presentation of the financial statement. We believe that
our audit provides a reasonable basis for our opinion.
The accompanying Statement of Operating Revenues and Certain Operating
Expenses was prepared for the purpose of complying with the rules and
regulations of the Securities and Exchange Commission (for inclusion in
the Current Report on Form 8-K of Liberty Property Trust and Liberty
Property Limited Partnership) and, as described in Note 1, is not
intended to be a complete presentation of the Acquisition Properties'
revenues and expenses.
In our opinion, the Statement of Operating Revenues and Certain
Operating Expenses referred to above presents fairly, in all material
respects, the Operating Revenues and Certain Operating Expenses
described in Note 1 for the year ended December 31, 1997, in conformity
with generally accepted accounting principles.
/s/ FEGLEY & ASSOCIATES
Plymouth Meeting, Pennsylvania FEGLEY & ASSOCIATES
February 27, 1998
<PAGE> -5-
STATEMENT OF OPERATING REVENUES AND CERTAIN OPERATING EXPENSES
FOR THE ACQUISITION PROPERTIES FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)
YEAR ENDED
DECEMBER 31,
1997
------------
Operating revenues:
Rental $ 14,066
Operating expense reimbursement 6,473
--------
Total operating revenues 20,539
--------
Certain operating expenses:
Rental property expenses 4,051
Real estate taxes 2,346
--------
Total certain operating expenses 6,397
--------
Operating revenues in excess of certain
operating expenses $ 14,142
========
The accompanying notes are an integral part of this statement.
<PAGE> -6-
NOTES TO THE STATEMENT OF OPERATING REVENUES AND
CERTAIN OPERATING EXPENSES FOR THE ACQUISITION PROPERTIES
FOR THE YEAR ENDED DECEMBER 31, 1997
1. Summary of Significant Accounting Policies
- ----------------------------------------------
The Statement of Operating Revenues and Certain Operating Expenses (see
"Basis of Presentation" below) includes the operations of the
Acquisition Properties. Liberty Property Trust (the "Company") owns an
approximate 91.86% partners' interest in the Operating Partnership (as
of December 31, 1997) (the Trust and the Operating Partnership are
collectively referred to as the "Company").
PROPERTY NAME LOCATION DESCRIPTION
- -------------------------- -------------------- --------------------
The Liberty Center Properties
- -----------------------------
50 West Big Bear Road Troy, Michigan Multi-story office
building
142,290 square feet
100 West Big Bear Road Troy, Michigan Multi-story office
building
139,215 square feet
The Pompano/Cypress Parks Properties
- ------------------------------------
6500 NW 12th Avenue Ft. Lauderdale, FL Multi-story indus-
trial building
66,000 square feet
6600 NW 12th Avenue Ft. Lauderdale, FL Multi-story indus-
trial building
66,025 square feet
1500 SW 5th Court Pompano Beach, FL Single story indus-
trial building
120,544 square feet
1651 SW 5th Court Pompano Beach, FL Single-story indus-
trial building
25,200 square feet
1601 SW 5th Court Pompano Beach, FL Single-story indus-
trial building
25,200 square feet
1501 SW 5th Court Pompano Beach, FL Single-story indus-
trial building
25,200 square feet
1400 SW 6th Court Pompano Beach, FL Single-story indus-
trial building
143,459 square feet
1405 SW 6th Court Pompano Beach, FL Single-story flex
building
48,620 square feet
<PAGE> -7-
PROPERTY NAME LOCATION DESCRIPTION
- -------------------------- -------------------- --------------------
595 SW 13th Terrace Pompano Beach, FL Single-story indus-
trial building
44,627 square feet
601 SW 13th Terrace Pompano Beach, FL Single-story indus-
trial building
20,385 square feet
605 SW 16th Terrace Pompano Beach, FL Single-story indus-
trial building
38,458 square feet
Oceana Center One
- -----------------
484 Viking Drive Virginia Beach, VA Multi-story office
building
39,804 square feet
Northridge I & II
- -----------------
Northridge I Ashland, VA Single-story flex
building
71,230 square feet
Northridge II Ashland, VA Single-story flex
building
69,200 square feet
The Heitman Properties
- ----------------------
5400-5500 Feltl Road Minnetonka, MN Three, single-story
flex buildings
135,089 square feet
10300 Bren Road Minnetonka, MN Single-story flex
building
50,156 square feet
14630-14650 28th Ave. Plymouth, MN Single-story indus-
North trial building
56,100 square feet
245 Executive Drive Brookfield, WI Multi-story office
building
60,003 square feet
8301 West Parkland Crt. Milwaukee, WI Single-story indus-
trial building
114,040 square feet
4701 West Schroeder Dr. Brown Deer, WI Single-story flex
building
40,370 square feet
4555 West Schroeder Dr. Brown Deer, WI Single-story flex
building
53,978 square feet
<PAGE> -8-
PROPERTY NAME LOCATION DESCRIPTION
- -------------------------- -------------------- --------------------
Hickory Pointe
- --------------
2250 Hickory Road Plymouth Meeting, PA Multi-story office
building
83,000 square feet
NationsBank Place
- -----------------
200 Meeting Street Charleston, SC Multi-story office
building
144,046 square feet
USE OF ESTIMATES
- ----------------
Generally accepted accounting principles required management to make
estimates and assumptions in preparing financial statements. Those
estimates and assumptions affect the reported revenues and expenses.
BASIS OF PRESENTATION
- ---------------------
The Statement of Operating Revenues and Certain Operating Expenses is
presented in conformity with Rule 3-14 of the Securities and Exchange
Commission. Accordingly, depreciation, interest and income taxes are
not presented. The Company is not aware of any factors relating to the
Acquisition Properties that would cause the reported financial
information not to be indicative of future operating results. General
company overhead has not been allocated to the Acquisition Properties.
The Acquisition Properties consist of commercial industrial, flex and
office space leased to tenants under leases with varying terms. Tenant
renewal options are available.
REVENUE RECOGNITION
- -------------------
Base rental income attributable to leases is recorded on a straight-line
basis over the applicable lease term. The leases also typically provide
for tenant reimbursement of common area maintenance and other operating
expenses which are included in the accompanying Statement of Operating
Revenue and Certain Operating Expenses as operating expense
reimbursements.
2. MINIMUM FUTURE RENTALS
- ---------------------------
Future minimum rental payments due from tenants of the Acquisition
Properties under non-cancellable operating leases as of December 31,
1997 are as follows (in thousands):
1998 $ 13,321
1999 11,802
2000 9,787
2001 7,703
2002 3,870
Thereafter 8,366
--------
Total $ 54,849
========
<PAGE> -9-
LIBERTY PROPERTY TRUST
PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The unaudited, pro forma condensed consolidated balance sheet as of
December 31, 1997 reflects the incremental effect of the Acquisition
Properties described in Item 5 as if the acquisitions had occurred on
December 31, 1997. The accompanying unaudited, pro forma consolidated
statement of operations for the year ended December 31, 1997 reflect the
incremental effect of the Acquisition Properties, as if such
acquisitions had occurred on January 1, 1997. These statements should
be read in conjunction with respective consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997. In the opinion of management, the
unaudited, pro forma consolidated financial information provides for all
adjustments necessary to reflect the effects of the Acquisition
Properties.
These pro forma statements may not necessarily be indicative of the
results that would have actually occurred if the acquisition of the
Acquisition Properties had been in effect on the dates indicated, nor
does it purport to represent the financial position, results of
operations or cash flows for future periods.
<PAGE> -10-
LIBERTY PROPERTY TRUST
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1997
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
LIBERTY
THE PROPERTY
HISTORICAL ACQUISITION TRUST
<F1> PROPERTIES CONSOLIDATED
---------- ------------- ------------
<S> <C> <C> <C>
ASSETS:
Investment in real estate, net $1,947,026 $ 159,521 <F2> $2,106,547
Cash and cash equivalents 55,079 - 55,079
Deferred financing and
leasing costs, net 32,536 - 32,536
Other assets 59,696 - 59,696
---------- ----------- -----------
Total assets $2,094,337 $ 159,521 $2,253,858
========== =========== ===========
LIABILITIES:
Mortgage loans $ 363,591 $ - $ 363,591
Unsecured notes 350,000 - 350,000
Credit facility 135,000 159,521 <F3> 294,521
Convertible debentures 111,543 - 111,543
Other liabilities 93,930 - 93,930
---------- ----------- -----------
Total liabilities 1,054,064 159,521 1,213,585
---------- ----------- -----------
MINORITY INTEREST 84,678 - 84,678
SHAREHOLDERS' EQUITY:
Series A preferred shares 120,814 - 120,814
Common shares 53 - 53
Additional paid-in capital 846,949 - 846,949
Unearned compensation (985) - (985)
Dividends in excess of net income (11,236) - (11,236)
---------- ----------- -----------
Total shareholders' equity 955,595 - 955,595
---------- ----------- -----------
Total liabilities and
shareholders' equity $2,094,337 $ 159,521 $2,253,858
========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this unaudited, pro forma
condensed consolidated financial statement.
<PAGE> -11-
LIBERTY PROPERTY TRUST
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
<TABLE>
<CAPTION>
THE LIBERTY
ACQUISITION PRO PROPERTY
HISTORICAL PROPERTIES FORMA TRUST
<F1> <F4> ADJUSTMENTS CONSOLIDATED
---------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
REVENUE
Rental $ 169,859 $ 14,066 $183,925
Operating expense reim-
bursement 55,502 6,473 61,975
Management fees 673 - 673
Interest and other 6,483 - 6,483
---------- --------- -----------
Total revenue 232,517 20,539 253,056
---------- --------- -----------
OPERATING EXPENSES
Rental property expenses 43,118 4,051 47,169
Real estate taxes 17,961 2,346 20,307
General and administrative 10,650 - 10,650
Depreciation and amorti-
zation 40,752 - $ 3,988 <F5> 44,740
---------- --------- --------- -----------
Total operating expenses 112,481 6,397 3,988 122,866
---------- --------- --------- -----------
Operating income 120,036 14,142 (3,988) 130,190
Premium on debenture
conversion 98 - - 98
Interest expense 53,888 - 11,310 <F6> 65,198
---------- --------- --------- -----------
Income (loss) before
minority interest 66,050 14,142 (15,298) 64,894
Minority interest 5,606 1,283 (1,388)<F7> 5,501
---------- --------- --------- -----------
Net income (loss) 60,444 12,859 (13,910) 59,393 <F8>
Preferred dividend 4,247 - - 4,247
---------- --------- --------- -----------
Income available to
common shareholders $ 56,197 $ 12,859 $(13,910) $ 55,146
========== ========= ========== ===========
Income per common
share - basic $ 1.39 $ 1.36
========== ===========
Income per common
share - diluted $ 1.38 $ 1.35
========== ==========
Weighted average number
of common shares out-
standing - basic 40,493 40,493
========== ===========
Weighted average number
of common shares out-
standing - diluted 40,806 40,806
========== ===========
</TABLE>
The accompanying notes are an integral part of this unaudited, proforma
consolidated financial statement.
<PAGE> -12-
LIBERTY PROPERTY TRUST
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED, DOLLARS IN THOUSANDS)
<F1> Reflects historical financial information of the Company as of
December 31, 1997 and for the year ended December 31, 1997.
<F2> Reflects the Total Investment in the Acquisition Properties.
<F3> Reflects the use of $159,521 from the credit facility to finance
the Total Investment in the Acquisition Properties.
<F4> Reflects incremental addition of revenues and certain expenses of
the Acquisition Properties in order to reflect a full year of operations
for these acquisitions.
<F5> Reflects incremental depreciation of the Acquisition Properties
based on asset lives of 40 years.
<F6> Reflects an incremental increase in interest expense from the
assumed borrowings of $159,521 on the credit facility to fund the
purchase of the Acquisition Properties.
<F7> Reflects the allocation of the pro forma adjustment to minority
interest based upon pro forma minority interest in the Operating
Partnership of approximately 9.07%.
<F8> The Company's pro forma taxable income for the year ended December
31, 1997 is approximately $46,124 which has been calculated as pro forma
income from operations of approximately $59,393 plus GAAP depreciation
and amortization of $44,740 less tax basis depreciation and amortization
and other tax differences of approximately $58,009.
<PAGE> -13-
LIBERTY PROPERTY LIMITED PARTNERSHIP
PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The unaudited, pro forma condensed consolidated balance sheet as of
December 31, 1997 reflects the incremental effect of the Acquisition
Properties described in Item 5 as if the acquisitions had occurred on
December 31, 1997. The accompanying unaudited, pro forma consolidated
statement of operations for the year ended December 31, 1997 reflects
the incremental effect of the Acquisition Properties, as if such
acquisitions had occurred on January 1, 1997. These statements should
be read in conjunction with respective consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1997. In the opinion of management, the
unaudited, pro forma consolidated financial information provides for all
adjustments necessary to reflect the effects of the Acquisition
Properties.
These pro forma statements may not necessarily be indicative of the
results that would have actually occurred if the acquisition of the
Acquisition Properties had been in effect on the dates indicated, nor
does it purport to represent the financial position, results of
operations or cash flows for future periods.
<PAGE> -14-
LIBERTY PROPERTY LIMITED PARTNERSHIP
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1997
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
LIBERTY
PROPERTY
THE LIMITED
HISTORICAL ACQUISITION PARTNERSHIP
<F1> PROPERTIES CONSOLIDATED
---------- ------------- ------------
<S> <C> <C> <C>
ASSETS:
Investment in real estate, net $1,947,026 $ 159,521 <F2> $2,106,547
Cash and cash equivalents 55,079 - 55,079
Deferred financing and
leasing costs, net 32,536 - 32,536
Other assets 59,696 - 59,696
---------- ----------- -----------
Total assets $2,094,337 $ 159,521 $2,253,858
========== =========== ===========
LIABILITIES:
Mortgage loans $ 363,591 $ - $ 363,591
Unsecured notes 350,000 - 350,000
Credit facility 135,000 159,521 <F3> 294,521
Convertible debentures 111,543 - 111,543
Other liabilities 93,930 - 93,930
---------- ----------- -----------
Total liabilities 1,054,064 159,521 1,213,585
---------- ----------- -----------
OWNERS' EQUITY:
General partner's equity 955,595 - 955,595
Limited partners' equity 84,678 - 84,678
---------- ----------- -----------
Total owners' equity 1,040,273 - 1,040,273
---------- ----------- -----------
Total liabilities and
owners' equity $2,094,337 $ 159,521 $2,253,858
========== =========== ===========
</TABLE>
<PAGE> -15-
LIBERTY PROPERTY LIMITED PARTNERSHIP
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED AND IN THOUSANDS)
<TABLE>
<CAPTION>
LIBERTY
THE PROPERTY
ACQUISITION PRO LIMITED
HISTORICAL PROPERTIES FORMA PARTNERSHIP
<F1> <F4> ADJUSTMENTS CONSOLIDATED
---------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUE
Rental $ 169,859 $ 14,066 $ 183,925
Operating expense reim-
bursement 55,502 6,473 61,975
Management fees 673 - 673
Interest and other 6,483 - 6,483
---------- --------- ------------
Total revenue 232,517 20,539 253,056
---------- --------- ------------
OPERATING EXPENSES
Rental property expenses 43,118 4,051 47,169
Real estate taxes 17,961 2,346 20,307
General and administrative 10,650 - 10,650
Depreciation and amorti-
zation 40,752 - $ 3,988 <F5> 44,740
---------- --------- ---------- ------------
Total operating expenses 112,481 6,397 3,988 122,866
---------- --------- ---------- ------------
Operating income 120,036 14,142 (3,988) 130,190
Premium on debenture
conversion 98 - - 98
Interest expense 53,888 - 11,310 <F6> 65,198
---------- --------- ---------- ------------
Net income (loss) $ 66,050 $ 14,142 $ (15,298) $ 64,894
========== ========= ========== ============
Net income (loss)
allocated to general
partner $ 60,444 $ 12,859 $ (13,910) $ 59,393
Net income (loss)
allocated to limited
partners 5,606 1,283 (1,388) <F7> 5,501
========== ========= ========== ============
</TABLE>
The accompanying notes are an integral part of this unaudited, proforma
consolidated financial statement.
<PAGE> -16-
LIBERTY PROPERTY LIMITED PARTNERSHIP
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED, DOLLARS IN THOUSANDS)
<F1> Reflects historical financial information of the Company as of
December 31, 1997 and for the year ended December 31, 1997.
<F2> Reflects the Total Investment in the Acquisition Properties.
<F3> Reflects the use of $159,521 from the credit facility to finance
the Total Investment in the Acquisition Properties.
<F4> Reflects the incremental addition of revenues and certain expenses
of the Acquisition Properties in order to reflect a full year of
operations for these acquisitions.
<F5> Reflects incremental depreciation of the Acquisition Properties
based on asset lives of 40 years.
<F6> Reflects an incremental increase in interest expense from the
assumed borrowings of $159,521 on the credit facility to fund the
purchase of the Acquisition Properties.
<F7> Reflects the allocation of the pro forma adjustment to the net
income allocated to the limited partners based upon pro forma ownership
in the Operating Partnership of approximately 9.07%.
<PAGE> -17-
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: March 12, 1998 BY: /s/ WILLARD G. ROUSE III
----------------------------------------
NAME: Willard G. Rouse III
TITLE: Chief Executive Officer
LIBERTY PROPERTY LIMITED PARTNERSHIP
BY: LIBERTY PROPERTY TRUST,
SOLE GENERAL PARTNER
Dated: March 12, 1998 BY: /s/ WILLARD G. ROUSE III
----------------------------------------
NAME: Willard G. Rouse III
TITLE: Chief Executive Officer
<PAGE> -18-
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
to the incorporation by reference in the Registration Statement (Form S-
3 No. 333-43267) and related Prospectus of Liberty Property Trust and
Liberty Property Limited Partnership, to the incorporation by reference
in the Registration Statement (Form S-3 No. 33-94782) and related
Prospectus of Liberty Property Trust and Liberty Property Limited
Partnership, to the incorporation by reference in the Registration
Statement (Form S-3 No. 333-14139) and related Prospectus of Liberty
Property Trust, to the incorporation by reference in the Registration
Statement (Form S-3 No. 333-22211) and related Prospectus of Liberty
Property Trust and Liberty Property Limited Partnership, to the
incorporation by reference in the Registration Statement (Form S-8 No.
33-94036) and related Prospectus of Liberty Property Trust, to the
incorporation by reference in the Registration Statement (Form S-8 No.
333-44149) and related Prospectus of Liberty Property Trust of our
report dated February 27, 1998, with respect to the Statement of
Operating Revenues and Certain Operating Expenses for the Acquisition
Properties, included in the Current Report on Form 8-K of Liberty
Property Trust and Liberty Property Limited Partnership dated March 12,
1998, filed with the Securities and Exchange Commission.
/s/ FEGLEY & ASSOCIATES
Fegley & Associates
Plymouth Meeting, PA
March 12, 1998
<PAGE> -19-
