As filed with the Securities and Exchange Commission, via EDGAR, on
January 12, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
Liberty Property Trust
----------------------
(Exact name of registrant as specified in its charter)
Maryland 23-7768996
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
65 Valley Stream Parkway, Malvern, PA 19355
-------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Liberty Property Trust
Amended and Restated Share Incentive Plan
-----------------------------------------
(Full title of the plan)
James J. Bowes, Esquire
General Counsel and Secretary
Liberty Property Trust
65 Valley Stream Parkway
Malvern, PA 19355
-----------------------------
(Name and address of agent for service)
(610) 648-1700
(Telephone number, including area code, of agent for service)
Copies to:
Richard A. Silfen, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, PA 19102
(215) 977-2000
========================================================================
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Offering Maximum Amount of
Securities to Amount to be Price per Aggregate Registration
be Registered Registered (1) Share (2) Offering Fee (1)
- ------------- -------------- ---------- ----------- ------------
Common Shares
of Beneficial
Interest,
$0.001 par
value........ 1,933,535 $28.28125 $54,682,786 $16,132
========================================================================
(1) Includes rights (the "Rights") to purchase Series A Junior
Participating Shares of Beneficial Interest, $0.0001 par value, of the
Registrant. No separate consideration is payable for the Rights.
Accordingly, the registration fee for the Rights is included in the
registration fee for the Common Shares of Beneficial Interest, $0.001
par value, of the Registrant (the "Common Shares") also registered
hereby. Pursuant to Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers
such additional shares as may hereafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends, recapitalizations
or certain other capital adjustments.
(2) Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act,
represents the average of the high and low prices for the Common Shares,
as reported on the New York Stock Exchange Composite Tape on January 9,
1998.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E of Form S-8 under the Securities Act,
the contents of the Registrant's Registration Statement on Form S-8
(Commission File No. 33-94036) are incorporated herein by reference.
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 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 this 12th day of January, 1998.
LIBERTY PROPERTY TRUST
By: /s/ JOSEPH P. DENNY
---------------------------------
Name: Joseph P. Denny
Title President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Willard G. Rouse III, Joseph P. Denny and
George J. Alburger, Jr., and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the undersigned and in the undersigned's name, place
and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement (including, without limitation, post-
effective amendments to this Registration Statement), and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
either of said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and
confirming all that either of said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities with the Registrant indicated, on the dates indicated.
Signature Title Date
- ------------------------ ----------------------- ----------------
/s/ WILLARD G. ROUSE III
- --------------------------- Chairman of the January 12, 1998
Willard G. Rouse III Board of Trustees and
Chief Executive Officer
(Principal Executive
Officer)
/s/ GEORGE J. ALBURGER, JR.
- --------------------------- Chief Financial Officer January 12, 1998
George J. Alburger, Jr. (Principal Financial and
Accounting Officer)
/s/ FREDERICK F. BUCHHOLZ
- --------------------------- Trustee January 12, 1998
Frederick F. Buchholz
Signature Title Date
- ------------------------ ----------------------- ----------------
/s/ GEORGE F. CONGDON
- --------------------------- Trustee January 12, 1998
George F. Congdon
/s/ JOSEPH P. DENNY
- --------------------------- Trustee January 12, 1998
Joseph P. Denny
/s/ J. ANTHONY HAYDEN
- --------------------------- Trustee January 12, 1998
J. Anthony Hayden
/s/ M. LEANNE LACHMAN
- --------------------------- Trustee January 12, 1998
M. Leanne Lachman
/s/ DAVID L. LINGERFELT
- --------------------------- Trustee January 12, 1998
David L. Lingerfelt
/s/ JOHN A. MILLER
- --------------------------- Trustee January 12, 1998
John A. Miller
/s/ STEPHEN B. SIEGEL
- --------------------------- Trustee January 12, 1998
Stephen B. Siegel
LIBERTY PROPERTY TRUST
AMENDED AND RESTATED
SHARE INCENTIVE PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit
No. Document
4 Amended and Restated Share Incentive Plan. (Incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K of
the Registrant and Liberty Property Limited Partnership filed
with the Commission on June 25, 1997).
5 Opinion of Weinberg & Green LLC.
23.1 Consent of Ernst & Young, LLP, independent auditors.
23.2 Consent of Fegley & Associates, independent auditors.
23.3 Consent of Weinberg & Green LLC. (Contained in Exhibit 5).
24 Power of Attorney. (Included on signature pages of this
Registration Statement).
Exhibit 5
WEINBERG & GREEN LLC
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ATTORNEYS AT LAW
100 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-2773
--------
TELEPHONE 410/332-8600
WASHINGTON AREA 301/470-7400
FACSIMILE 410/332-8862
Robert A. Snyder, Jr.
410/332-8824
January 12, 1998
Liberty Property Trust
65 Valley Stream Parkway
Malvern, PA 19355
RE: Registration Statement on Form S-8
Liberty Property Trust Amended and Restated Share Incentive Plan
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"), pursuant to a Registration Statement on Form S-8 (the
"S-8 Registration Statement") filed under the Securities Act of 1933, as
amended (the "Act"), of 1,933,535 common shares of beneficial interest,
$0.001 par value, of the Company (the "Common Shares") that may be
issued under the Company's Amended and Restated Share Incentive Plan
(the "Plan").
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-8 Registration Statement to be filed by the Company
with the Securities and Exchange Commission (the "Commission") under
the Act;
b. The Amended and Restated Declaration of Trust of the Company recorded
on May 29, 1997 the ("Declaration of Trust");
c. Articles Supplementary of the Company recorded on August 7, 1997 and
Articles Supplementary of the Company recorded on December 23, 1997
the ("Articles Supplementary");
d. The Bylaws of the Company;
e. Resolutions adopted by the Board of Trustees of the Company on
February 26, 1997;
f. The Plan; and
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
(other than the Company) 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-8 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, 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 issued, sold and delivered in the manner and for
the consideration contemplated by the Plan, 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-8 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 Act.
Very truly yours,
WEINBERG & GREEN LLC
By: /s/ ROBERT A. SNYDER, JR.
--------------------------------
Robert A. Snyder, Jr.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-00000) pertaining to the Liberty Property
Trust Amended and Restated Share Incentive Plan of our report dated
February 17, 1997, with respect to the consolidated financial statements
and schedule of Liberty Property Trust included in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
January 5, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-00000) of (i) 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 filed with the Securities and Exchange
Commission (the "Commission") on February 13, 1997, (ii) our report
dated January 28, 1997 with respect to the Statement of Operating
Revenues and Certain Operating Expenses for the South Carolina
Properties, included in the Current Report on Form 8-K of Liberty
Property Trust and Liberty Property Limited Partnership filed with the
Commission on March 5, 1997, (iii) our report dated February 24, 1997
with respect to the Statement of Operating Revenues and Certain
Operating Expenses for the Minnesota Properties, included in the Current
Report on Form 8-K of Liberty Property Trust and Liberty Property
Limited Partnership filed with the Commission on March 5, 1997, (iv) our
report dated June 5, 1997 with respect to the Statement of Operating
Revenues and Certain Operating Expenses for the Detroit Properties,
included in the Current Report on Form 8-K of Liberty Property Trust and
Liberty Property Limited Partnership, filed with the Commission on June
25, 1997, (v) our reports dated November 3, 1997 with respect to the
Statements of Operating Revenues and Certain Operating Expenses for 4198
Cox Road and 4510 Cox Road, included in the Current Report on Form 8-K
of Liberty Property Trust and Liberty Property Limited Partnership filed
with the Commission on November 4, 1997, (vi) our report dated November
13, 1997 with respect to the Statement of Operating Revenues and Certain
Operating Expenses for the Patuxent Woods Properties, included in the
Current Report on Form 8-K of Liberty Property Trust and Liberty
Property Limited Partnership filed with the Commission on November 13,
1997, (vii) our report dated November 19, 1997 with respect to the
Statement of Operating Revenues and Certain Operating Expenses for the
Horsham Properties, included in the Current Report on Form 8-K of
Liberty Property Trust and Liberty Property Limited Partnership filed
with the Commission on November 19, 1997 and (viii) our report dated
December 11, 1997 with respect to the Statement of Operating Revenues
and Certain Operating Expenses for the Greenville Properties, included
in the Current Report on Form 8-K of Liberty Property Trust and Liberty
Property Limited Partnership filed with the Commission on December 11,
1997.
/s/ Fegley & Associates
Plymouth Meeting, Pennsylvania
January 12, 1998
