<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
LIBERTY PROPERTY TRUST
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
LIBERTY PROPERTY TRUST
65 Valley Stream Parkway
Malvern, Pennsylvania 19355
-------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held May 17, 2000
-------------------------------------
The 2000 ANNUAL MEETING of the shareholders of Liberty Property Trust, a
Maryland real estate investment trust (the "Trust"), will be held at the
Wyndham Valley Forge, 888 Chesterbrook Boulevard, Wayne, Pennsylvania 19087, on
Wednesday, May 17, 2000 at 10:00 a.m., local time, for the following purposes:
1. To elect three Class III trustees to hold office until the Annual
Meeting of Shareholders to be held in 2003 and until their successors are
duly elected and qualified; and
2. To transact such other business as may properly come before the
meeting.
The Board of Trustees has fixed the close of business on March 22, 2000 as
the record date for the meeting. Only shareholders of record as of that date
are entitled to notice of and to vote at the meeting and any adjournment and
postponement thereof.
The accompanying form of proxy is solicited by the Board of Trustees of
the Trust. Reference is made to the attached Proxy Statement for further
information with respect to the business to be transacted at the meeting.
By Order of the Board of Trustees,
/s/ James J. Bowes
----------------------------------
James J. Bowes
Secretary
Malvern, Pennsylvania
March 31, 2000
Please Complete and Return Your Signed Proxy Card
Please complete and promptly return your proxy in the envelope provided.
Doing so will not prevent you from voting in person at the meeting. It will,
however, help to assure a quorum and to avoid added proxy solicitation costs.
<PAGE>
LIBERTY PROPERTY TRUST
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 17, 2000
GENERAL INFORMATION
This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Trustees of Liberty Property Trust, a
Maryland real estate investment trust (the "Trust"), for use at the Trust's
2000 Annual Meeting of Shareholders (the "Meeting") to be held at the Wyndham
Valley Forge, 888 Chesterbrook Boulevard, Wayne, Pennsylvania 19087 on
Wednesday, May 17, 2000 at 10:00 a.m., local time, and any adjournment or
postponement thereof, for the purposes set forth in the foregoing notice and
more fully discussed herein. This proxy statement, the foregoing notice and the
enclosed proxy are first being mailed to shareholders of the Trust on or about
March 31, 2000. Only shareholders of record at the close of business on March
22, 2000 shall be entitled to notice of and to vote at the Meeting.
If the enclosed proxy is properly executed and received by the Trust prior
to voting at the Meeting, the common shares of beneficial interest, $0.001 par
value per share, of the Trust (the "common shares") represented thereby will be
voted in accordance with the instructions marked thereon. In the absence of
instructions, the common shares will be voted FOR the nominees of the Board of
Trustees in the election of trustees. Management does not intend to bring any
matter before the Meeting other than as indicated in the notice and does not
know of anyone else who intends to do so. If any other matters properly come
before the Meeting, however, the persons named in the enclosed proxy, or their
duly constituted substitutes acting at the Meeting, will be authorized to vote
or otherwise act thereon in accordance with their judgment on such matters.
Any proxy may be revoked at any time prior to its exercise by notifying
the Secretary in writing prior to the time of the Meeting, by delivering a duly
executed proxy bearing a later date or by attending the Meeting and voting in
person.
On the record date, the Trust had 67,102,716 common shares outstanding and
entitled to vote at the Meeting. There must be present at the Meeting in person
or by proxy shareholders entitled to cast a majority of all the votes entitled
to be cast to constitute a quorum for the Meeting. Common shares represented at
the Meeting in person or by proxy but not voted on one or more proposals will
be included in determining the presence of a quorum, but will not be considered
cast on any proposal on which they were not voted. Each holder of common shares
is entitled to one vote per share held of record by such holder on the record
date. Assuming a quorum is present at the Meeting, a plurality of all the votes
cast at the Meeting shall be sufficient to elect a trustee. There is no
cumulative voting in the election of trustees. A majority of all the votes cast
at the Meeting shall be sufficient to approve any other matter that may
properly come before the Meeting, unless more than a majority of the votes cast
is required by statute or by the Amended and Restated Declaration of Trust of
the Trust (the "Declaration of Trust").
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 15, 2000
(except as indicated below), regarding the beneficial ownership, as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), of common shares by each trustee, each nominee for election as trustee,
each executive officer listed in the Summary Compensation Table appearing on
page seven, all trustees and executive officers as a group, and each person who
is known to the Trust to be the beneficial owner of more than five percent of
the outstanding common shares. Each person named in the table below has sole
voting and investment power with respect to the common shares listed opposite
such person's name, except as otherwise noted.
<TABLE>
<CAPTION>
Number of Shares Percent
Beneficial Owners Beneficially Owned of Class
- ---------------------------------------------------------------------- ---------------------- ---------
<S> <C> <C>
Willard G. Rouse, III ................................................ 921,675 (1) 1.4%
Joseph P. Denny ...................................................... 594,665 (2) *
Robert E. Fenza ...................................................... 389,787 (3) *
George J. Alburger, Jr. .............................................. 208,499 (4) *
James J. Bowes ....................................................... 44,297 (5) *
Frederick F. Buchholz ................................................ 20,500 (6) *
Thomas C. DeLoach, Jr. ............................................... 2,000 *
J. Anthony Hayden .................................................... 68,500 (6) *
M. Leanne Lachman .................................................... 20,500 (6) *
David L. Lingerfelt .................................................. 45,161 (7) *
John A. Miller ....................................................... 17,000 (8) *
Stephen B. Siegel .................................................... 14,500 (9) *
Wellington Management Company, LLP ................................... 5,919,800 (10) 8.8%
Vanguard Windsor Fund ................................................ 4,440,500 (11) 6.6%
New York State Teacher's Retirement System ........................... 4,236,220 (12) 6.3%
All trustees and executive officers as a group (12 persons) .......... 2,347,084 (13) 3.4%
</TABLE>
- ------------
* Represents less than one percent of class.
(1) Includes 363,805 common shares subject to options exercisable within 60
days of the record date for the Meeting and 457,665 common shares issuable
upon exchange of units of limited partnership interest ("Units") of
Liberty Property Limited Partnership, a Pennsylvania limited partnership
(the "Operating Partnership" and together with the Trust, the
"Company")(which as of March 15, 2000 was 93.2% owned by the Trust).
(2) Includes 316,722 common shares subject to options exercisable within 60
days of the record date for the Meeting and 260,250 common shares issuable
upon exchange of Units.
(3) Includes 178,435 common shares subject to options exercisable within 60
days of the record date for the Meeting and 195,043 common shares issuable
upon exchange of Units. Also includes 700 common shares, held by Mr. Fenza
as custodian for children, or owned directly by such children, as to which
Mr. Fenza disclaims beneficial ownership.
(4) Includes 168,076 common shares subject to options exercisable within 60
days of the record date for the Meeting.
(5) Includes 33,150 common shares subject to options exercisable within 60
days of the record date for the Meeting. Also includes 40 common shares,
held by Mr. Bowes as custodian for children, or owned directly by such
children, as to which Mr. Bowes disclaims beneficial ownership.
(6) Includes 18,500 common shares subject to options exercisable within 60
days of the record date for the Meeting.
(7) Includes 13,500 common shares subject to options exercisable within 60
days of the record date for the Meeting, and 30,674 common shares issuable
upon exchange of Units. Also includes 987 common shares held by trusts for
the benefit of Mr. Lingerfelt's children, as to which Mr. Lingerfelt
disclaims beneficial ownership.
2
<PAGE>
(8) Includes 12,000 common shares subject to options exercisable within 60
days of the record date for the Meeting.
(9) Includes 13,500 common shares subject to options exercisable within 60
days of the record date for the Meeting.
(10) As of December 31, 1999, Wellington Management Company, LLP
("Wellington"), in its capacity as investment adviser, may be deemed to
beneficially own 5,919,800 shares which are held of record by clients of
Wellington, including Vanguard Windsor Fund ("Vanguard"), which
beneficially owns 4,440,500 shares. The information relating to Wellington
and Vanguard is based solely on a review of a Schedule 13G filed by each
of Wellington and Vanguard with the Securities and Exchange Commission
(the "Commission"). Wellington's address is 75 State Street, Boston, MA
02109.
(11) All of these shares are beneficially owned by Vanguard. These shares have
also been reported by Wellington in its capacity as investment adviser to
Vanguard. Vanguard's address is P.O. Box 2600, V37, Valley Forge, PA
19482.
(12) As of March 15, 2000, the New York State Teacher's Retirement System
("NYSTRS") had sole dispositive power and sole voting power over 4,236,220
common shares. This information is based on data provided by NYSTRS.
NYSTRS's address is 10 Corporate Woods Drive, Albany, NY 12211.
(13) Includes 1,154,688 common shares subject to options exercisable within 60
days of the record date for the Meeting and 943,632 common shares issuable
upon exchange of Units.
3
<PAGE>
ELECTION OF TRUSTEES AND CONTINUING TRUSTEES
In accordance with the Declaration of Trust and By-laws, the Board of
Trustees has fixed the total number of trustees at nine. The Board is divided
into three classes serving staggered three-year terms, the term of one class of
trustees to expire in each successive year. Three Class III trustees will be
elected at the Meeting to serve until the Annual Meeting of Shareholders to be
held in 2003 and until their successors are duly elected and qualified. All of
the present nominees for election as trustees currently serve as trustees of
the Trust. A proxy signed in the enclosed form will be voted FOR the election
of the nominees named below, unless a contrary instruction is given.
Management believes that all of its nominees are willing and able to serve
the Trust as trustees. If any nominee at the time of election is unable or
unwilling to serve or is otherwise unavailable for election, and as a
consequence thereof other nominees are designated, the persons named in the
proxy or their substitutes will have the discretion and authority to vote or to
refrain from voting for other nominees in accordance with their judgment.
The following is a brief description of the nominees for election as
trustees and of the other trustees of Trust.
Nominees for Election as Class III Trustees with Terms to Expire in 2003
Joseph P. Denny, age 53, has served as the President, Chief Operating
Officer and a trustee of the Trust since its inception. Mr. Denny joined Rouse
& Associates, the Trust's predecessor, in 1979 and served as a Regional
Manager. In the various capacities in which he served the predecessor, he was
responsible for developing approximately one billion dollars of projects,
primarily large urban projects. Mr. Denny is a member of the Industrial and
Office Park Council of the Urban Land Institute, serves on the Advisory Board
of the Wharton Business School's Real Estate Center and is a member of the
Board of Trustees of Chestnut Hill College. Effective April 1, 2000, Mr. Denny
will step down from his position as President and Chief Operating Officer and
will assume the position of Vice Chairman of the Board of Trustees of the
Trust.
David L. Lingerfelt, age 47, has served as a trustee of the Trust since
May 1995. Mr. Lingerfelt is Vice President and Commercial Counsel with
LandAmerica Financial Group, Inc. Prior to joining LandAmerica, Mr. Lingerfelt
was an attorney in private practice specializing in commercial transactions.
Mr. Lingerfelt has previously served as Director of Property Administration and
Counsel for Best Products Co., Inc., and was a partner in the Virginia law firm
of Coates & Davenport.
John A. Miller, age 72, has served as a trustee of the Trust since May
1995. Mr. Miller is presently serving as Chairman of the Board of Guarantee
Reassurance Corp., and retired in July 1997 from the Board of Directors of the
Provident Mutual Life Insurance Company of Philadelphia after serving as
Director and Chairman of the Executive Committee. Mr. Miller served Provident
Mutual in many capacities over his 25 years there, including as its President,
Chief Operating Officer, Chief Executive Officer and Chairman of the Board. He
has been a member of various Boards of Directors, including those of
BetzDearborn, Bryn Mawr Hospital, CoreStates Financial Corp. and CoreStates
Bank N. A.
Continuing Class I Trustees with Terms to Expire in 2001
Willard G. Rouse III, age 57, has served as Chairman of the Board of
Trustees and Chief Executive Officer of the Trust since its inception. Mr.
Rouse had been a General Partner of Rouse & Associates since its inception. Mr.
Rouse has served as Chairman of each of the Pennsylvania Convention Center
Authority, Foundation for Architecture, the Philadelphia Children's Network and
We the People 2000, as President of the Fellowship Commission and as a trustee
of the Urban Land Institute. Mr. Rouse is a member of the Board of the
Enterprise Foundation and Chair of Philadelphia's Regional Performing Arts
Center, which is constructing a performing arts center. Effective April 1,
2000, Mr. Rouse will assume the additional position of President of the Trust.
M. Leanne Lachman, age 57, has served as a trustee of the Trust since June
1994. Ms. Lachman is a Principal of Lend Lease Real Estate Investments. In
1999, Lend Lease acquired and is continuing the business of Ms. Lachman's prior
employer, Boston Financial, which specialized in real estate investment
management for institutions. Ms. Lachman is a director of Lincoln National
Corporation and is an Executive-in-Residence at Columbia Business School.
4
<PAGE>
J. Anthony Hayden, age 56, has served as a trustee of the Trust since June
1994. Mr. Hayden is the President and Chief Executive Officer of Hayden Real
Estate, Inc. Prior to forming Hayden Real Estate, Mr. Hayden spent more than 21
years at Cushman & Wakefield where he was a member of the Board of Directors.
When he resigned as Executive Vice President in 1996 he was responsible for 10
offices in the Mid-Atlantic/Mid-West region. Mr. Hayden is also a member of the
Society of Industrial & Office Realtors, serving in 1982 as President of the
Philadelphia Chapter. He is also a member of the Philadelphia Board of Realtors
and was President in 1985. He is a director of Pierce Leahy Corporation and The
Founders' Bank.
Continuing Class II Trustees with Terms to Expire in 2002
Frederick F. Buchholz, age 54, has served as a trustee of the Trust since
June 1994. Mr. Buchholz was with Lend Lease Real Estate Investments or its
predecessors from 1968, until retiring in June 1998. Following his retirement,
Mr. Buchholz has served as an independent real estate consultant. He was
appointed Senior Vice President in December 1990 and Executive Vice President
in 1992 of Equitable Real Estate, and was prior to his retirement the officer
in charge of the Lend Lease Philadelphia region, supervising new business,
asset management and restructuring/workout activities on behalf of a total
mortgage and equity portfolio exceeding $2.5 billion. At various times, Mr.
Buchholz was also the officer in charge of Equitable Real Estate's New York and
Washington, D.C. regional offices. Mr. Buchholz is a member of the Appraisal
Institute, the Real Estate Advisory Committee of the University City Science
Center, and is a member of the Investment Review Committee of the Delaware
Valley Real Estate Investment Fund, L.P.
Stephen B. Siegel, age 55, has served as a trustee of the Trust since May
1995. Mr. Siegel is Chairman and Chief Executive Officer of Insignia/Edward S.
Gordon Co., Inc. ("ESG"), the fourth largest commercial real estate company in
the United States and is the President of Insignia Financial Group, the parent
company. Mr. Siegel became the President and Chief Executive Officer of ESG in
1992. Prior to joining ESG, Mr. Siegel spent more than 27 years at Cushman &
Wakefield, ascending to Chief Executive Officer. Mr. Siegel left Cushman &
Wakefield in late 1988 and entered a joint venture with the Chubb Corporation
where he worked for several years to develop and acquire investment-grade
office buildings throughout the United States. Mr. Siegel is also the general
chairman of the Association for the Help of Retarded Children and a trustee of
the National Jewish Center for Immunology and Respiratory Medicine. In
addition, he serves on the advisory board of the Wharton Business School's Real
Estate Center and New York University's Real Estate Council and is active in
the Urban Land Institute, the Real Estate Board of New York and the Young
Men's/Women's Real Estate Association. Mr. Siegel is also the Vice-Chairman of
the Board of the Cardoza School of Law.
Thomas C. DeLoach, Jr., age 52, has served as a trustee of the Trust since
May 1999. Mr. DeLoach was an Executive Vice President of Mobil Oil Corporation
and the President of Global Midstream, both wholly owned subsidiaries of Mobil
Corporation (now "Exxon Mobil"), a global energy company prior to his
retirement in March 2000. Mr. DeLoach joined Mobil in 1969 as a chemical
engineer and advanced through various positions in manufacturing, marketing,
planning and supply. From December 1994 until his election as President of
Global Midstream, Mr. DeLoach served as Chief Financial Officer and Senior Vice
President of Mobil and Mobil Oil Corporation. From 1991 until his retirement in
2000, Mr. DeLoach served as a director of Mobil Oil Corporation. Mr. DeLoach is
a partner in Penske-Kranefuss Racing, LLC and is involved in the operation of
its NASCAR racing program.
Committees of the Board of Trustees
Audit Committee. The Board's Audit Committee provides assistance to the
trustees in fulfilling their responsibility to the shareholders and investment
community relating to corporate accounting and the quality and integrity of
financial reports of the Trust. The Board's Audit Committee currently consists
of five independent trustees. The members of the Audit Committee are Messrs.
Buchholz (Chair), DeLoach, Miller and Siegel and Ms. Lachman. The Committee met
four times during the last fiscal year. See "Report of the Audit Committee."
Compensation Committee. The Board's Compensation Committee is empowered to
determine compensation for the Trust's executive officers and to administer the
Trust's Amended and Restated Share Incentive Plan. Members of the Compensation
Committee are Messrs. Miller (Chair), Buchholz, DeLoach and Siegel. See "Report
of the Compensation Committee on Executive Compensation." The Compensation
Committee met four times during the last fiscal year.
5
<PAGE>
Corporate Governance and Nominating Committee. The Board's Corporate
Governance and Nominating Committee consists of Ms. Lachman (Chair) and Messrs.
Rouse, Hayden and Lingerfelt. The Corporate Governance and Nominating Committee
meets to address matters regarding corporate governance and makes
recommendations to the Board regarding nominees for positions on the Board. The
Corporate Governance and Nominating Committee will consider candidates for
trustee proposed by shareholders in accordance with the following procedure.
Such nominations should be sent to the attention of the Trust's Secretary at
its principal executive office, describe the candidate's qualifications and be
accompanied by the candidate's written statement of willingness and affirmative
desire to serve representing the interest of all shareholders. Shareholders may
also make nominations directly by following the procedure specified in the
Trust's Bylaws. The Corporate Governance and Nominating Committee met four
times during the last fiscal year.
Trustees' Attendance at Meetings
The Board of Trustees held eleven meetings during the last fiscal year,
including six teleconference meetings. Each trustee of the Trust attended at
least 75% of the meetings of the Board of Trustees and meetings held by all
committees on which such trustee served.
Trustees' Compensation
Each trustee who is not also an officer and full-time employee of the
Trust or the Operating Partnership receives an annual trustee fee in the amount
of $18,000 plus a fee of $1,000 for each Board meeting in which such trustee
participated; however, trustees receive a fee of $500 for teleconference Board
meetings if such meetings address only routine matters. Trustees receive a fee
of $500 for each committee meeting they attend. Additionally, all trustees are
reimbursed for travel and lodging expenses associated with attending Board and
committee meetings. Trustees who are officers and full-time employees of the
Trust or the Operating Partnership receive no separate compensation for service
as a trustee or committee member. On June 23 of each year, each non-employee
trustee is granted a 10-year option to purchase 5,000 common shares,
exercisable at a price equal to the fair market value of the common shares on
the date of the grant. Such options vest over a three-year period beginning
with the date of grant as follows: 20% after the first year; 50% after two
years; and 100% after three years.
6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows, for the years ended December 31, 1999, 1998 and
1997, the compensation paid or accrued by the Trust and its subsidiaries,
including the Operating Partnership, to the Trust's Chief Executive Officer and
to the four other most highly compensated executive officers, determined as of
December 31, 1999 (collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term Compensation
--------------------------------
Annual Compensation Awards
------------------------------------------ -------------------------------
Other Annual Restricted Securities All Other
Compensation Stock Awards Underlying Compensation
Name and Principal Position Year Salary($) Bonus($)(1) ($)(2) ($)(1) Options/SARs(#) ($)(4)
- --------------------------------- ------ ----------- ------------- -------------- -------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Willard G. Rouse III ............ 1999 $272,808 $227,055 -- $670,083 320,102(3) $4,050
Chairman and Chief Executive 1998 264,858 147,000 -- 175,800 146,500 3,958
Officer 1997 229,320 115,160 -- 137,592 114,660 3,627
Joseph P. Denny ................. 1999 $227,342 $276,721 -- $333,333 213,401 2,333
President and Chief Operating 1998 220,721 243,500 -- -- 121,500 2,173
Officer 1997 191,100 162,935 -- -- 81,218 1,889
Robert E. Fenza ................. 1999 $214,351 $231,999 -- $241,666 154,716 773
Executive Vice President 1998 208,108 198,500 -- 108,434 55,100 720
1997 180,180 126,626 -- -- 63,063 625
George J. Alburger, Jr. ......... 1999 $207,855 $ 500 -- $469,381 128,040 2,108
Chief Financial Officer 1998 201,802 500 -- 230,400 96,000 1,961
1997 174,720 500 -- 146,765 61,152 1,701
James J. Bowes .................. 1999 $171,030 $134,822 -- $195,395 90,695 981
General Counsel 1998 166,200 108,500 -- 43,200 72,000 954
1997 145,099 50,500 -- 30,000 37,500 469
</TABLE>
(1) A portion of the restricted stock award reflects the election by certain
Named Executive Officers to receive common shares in lieu of cash for all
or part of annual performance bonus compensation. The remainder represents
an award of restricted stock as a portion of the long-term incentive
compensation to be paid to the Named Executive Officers. Consistent with a
policy adopted by the Trust's Compensation Committee with respect to
employee annual performance bonus compensation, Messrs. Rouse, Alburger
and Bowes elected to receive common shares in lieu of cash for all or part
of their bonus compensation for 1999. By making such election, such
persons received shares equal to 120% of the cash value of such bonus or
portion thereof (the "Bonus Value"). Each executive received the number of
common shares able to be purchased with the dollar amount of the Bonus
Value, less applicable withholding, based on the closing price per share
of the common shares on February 29, 2000 ($22.6875). The dollar amounts
of Bonus Values are reflected under the Restricted Stock Awards column.
Pursuant to such elections, Messrs. Rouse, Alburger and Bowes were awarded
5,000, 7,772 and 1,475 common shares, respectively. Dividends will be paid
on such common shares issued pursuant to such awards, and the restrictions
related to such awards will expire on February 28, 2001.
A portion of the long-term incentive compensation paid to Named Executive
Officers was made by an award of restricted stock. The Compensation
Committee awarded restricted stock to Messrs. Rouse, Denny, Fenza, Alburger
and Bowes in the amount of 22,039; 14,693; 10,652; 8,816; and 6,245 common
shares, respectively. The aggregate dollar value of the grant based on the
closing price per share of the common shares on February 29, 2000 was
$500,000; $333,333; $241,661; $200,000 and $141,666, respectively. Such
shares will vest ratably over a five-year period beginning with the
anniversary date of the grant (i.e., 20% will vest on the anniversary date
of the grant). See "Report of the Compensation Committee on Executive
Compensation."
(2) Did not exceed the lesser of $50,000 or 10% of the total annual salary and
bonus for any Named Executive Officer.
(3) Included in the grant are options to purchase 70,102 common shares which
are subject to approval by the shareholders of an amendment to the Trust's
Amended and Restated Share Incentive Plan, which currently limits the size
of annual grants of options to any individual to options to purchase
250,000 common shares.
(4) Consists of amounts paid by the Company to purchase term life insurance
policies.
7
<PAGE>
Share Option Grants, Exercises and Holdings
The following tables set forth certain information concerning options to
purchase common shares that were granted to the Named Executive Officers with
respect to the fiscal year ended December 31, 1999, options exercised by the
Named Executive Officers during such period and the number and value of options
held by such persons as of the end of such period. The Trust does not have any
outstanding stock appreciation rights.
Options/SAR Grants For Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
- ---------------------------------------------------------------------------------------------------
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees for or Base Price Expiration
Name Granted (#)(1) Fiscal Year ($ per Share)(2) Date(3)
- ---------------------------- ---------------- ----------------- ------------------ ------------
<S> <C> <C> <C> <C>
Willard G. Rouse III ....... 320,102 21.0% $ 22.6875 2/28/10
Joseph P. Denny ............ 213,401 14.0 22.6875 2/28/10
Robert E. Fenza ............ 154,716 10.1 22.6875 2/28/10
George J. Alburger, Jr...... 128,040 8.4 22.6875 2/28/10
James J. Bowes ............. 90,695 5.9 22.6875 2/28/10
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Share
Price
Appreciation for Option
Term(4)
-----------------------------
Name 5%($) 10%($)
- ---------------------------- ------------- --------------
<S> <C> <C>
Willard G. Rouse III ....... $4,567,230 $11,574,258
Joseph P. Denny ............ 3,044,815 7,716,160
Robert E. Fenza ............ 2,207,495 5,594,226
George J. Alburger, Jr...... 1,826,881 4,629,674
James J. Bowes ............. 1,294,041 3,279,353
</TABLE>
(1) Represents options granted on February 29, 2000 with respect to the fiscal
year ended December 31, 1999. Such options become exercisable up to 20%
after the first year, 50% after two years, and 100% after three years.
(2) Exercise price is equal to the fair market value of the common shares on
the date of grant.
(3) The options are subject to early termination in the event of termination of
employment.
(4) Potential realizable value is reported net of option exercise price but
before taxes associated with exercise. These amounts represent assumed
rates of appreciation only. Actual gains, if any, on the options are
dependent upon the future performance of the common shares, and the
amounts reflected in the table will not necessarily be achieved.
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Tables
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Value Options/SARs In-the-Money Options/SARs at
Name On Exercise(#) Realized($) at Fiscal Year-End (#) Fiscal Year-End ($)(1)
- --------------------------------- ---------------- ------------- ------------------------------ -----------------------------
Exercisable Unexercisable Exercisable Unexercisable
------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Willard G. Rouse, III ........... -- -- 261,520 276,816 $875,000 $421,188
Joseph P. Denny ................. -- -- 235,900 218,631 825,000 349,313
Robert E. Fenza ................. -- -- 130,304 123,742 435,500 158,413
George J. Alburger, Jr. ......... -- -- 109,530 165,922 323,950 276,000
James J. Bowes .................. -- -- 7,500 102,000 -- 207,000
</TABLE>
(1) Value is reported net of option exercise price, but before taxes associated
with exercise.
Severance Plan
The Trust has a severance plan for a group of senior officers of the
Trust, including Messrs. Rouse, Denny, Fenza, Alburger and Bowes. The severance
plan provides that, in the event of (i) the termination of the participant
other than "for cause" or (ii) the participant's voluntarily termination of his
or her employment for "good reason," in either case within two years following
a "change of control," the participant would receive the following: (a) an
amount equal to the product of 2.99 and the sum of his or her current annual
base salary plus the largest annual performance bonus paid to him or her over
the previous five years; (b) the pro rata portion, through the date of
termination, of unpaid performance bonus for the year in which the termination
occurs; (c) immediate vesting of outstanding share options and restricted
shares; (d) an amount equal to the Trust's maximum contribution under the
401(k) plan for a period of three years, including the year in which
termination occurs; (e) immediate vesting of contributions previously made by
the Trust to the individual's account under
8
<PAGE>
the 401(k) plan; and (f) continuation of employee group benefits coverage for a
period of three years after the date of termination. Amounts paid by the Trust
pursuant to the severance plan would be limited so as not to exceed the maximum
amount deductible as compensation expenses by the Trust or the maximum amount a
participant can receive without becoming subject to an excise tax, each as
determined in accordance with the rules and regulations of the Internal Revenue
Service.
Section 16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the Exchange Act, the Trust's executive
officers and trustees, and persons beneficially owning more than 10% of the
common shares, are required to file with the Commission reports of their
initial ownership and changes in ownership of common shares. The Trust believes
that for 1999, its executive officers and trustees who were required to file
reports under Section 16(a) complied with such requirements in all material
respects, with the exception of the late filing of a Form 4 with respect to Mr.
Buchholz and the need to amend the Form 5 filed by Mr. Rouse to reflect common
shares purchased in the last quarter of 1999 pursuant to the Company's dividend
reinvestment plan.
CERTAIN TRANSACTIONS
The founding partners of Rouse & Associates also owned all of The Norwood
Company ("Norwood"), a construction company that performed much but not all of
the construction for Rouse & Associates. In January 1995, the owners of Norwood
sold the company to certain of its employees, none of whom is a Trust employee,
taking back notes that are non-recourse to the buyers. One of the Named
Executive Officers and his wife hold certain of such notes, which have an
aggregate outstanding balance of approximately $1.0 million. Amounts paid by
the Company to Norwood in 1999 pursuant to construction contracts were $24.2
million.
The Company provides management services with respect to a joint venture
between Rouse Kent Limited, which is owned by certain senior executives of the
Company and the County of Kent, England. The Company has an option to purchase
Rouse Kent Limited for nominal consideration. At March 15, 2000, the Company
had accounts and a loan receivable from Rouse Kent Limited with an aggregate
outstanding balance of $6.5 million. The Company has agreed to loan an
additional $8.8 million in connection with the development of two office
properties in the County of Kent, England. The loan, which bears interest at a
rate of 12% per annum, matures on November 30, 2001 and is secured by a
mortgage on the properties.
Report of the Audit Committee
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Trustees. In fulfilling its responsibility, the
Committee recommended to the Board of Trustees the selection of the Company's
independent auditors. The Audit Committee discussed with the independent
auditors the overall scope and specific plans for their audit. The Committee
also discussed the Company's consolidated financial statements and the adequacy
of the Company's internal controls. The Committee met regularly with the
Company's independent auditors, without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting. The
meetings also were designed to facilitate any private communication with the
Committee desired by the independent auditors. During the course of the year,
the Committee recommended to and received approval of the Board of Trustees for
the creation of an internal auditor position. A copy of the Audit Committee
Charter is set forth below.
Audit Committee
Frederick F. Buchholz (Chair)
John A. Miller
Thomas C. DeLoach, Jr.
Stephen B. Siegel
M. Leanne Lachman
9
<PAGE>
AUDIT COMMITTEE CHARTER
Organization
The Audit Committee of the Board of Trustees shall be comprised of at
least three trustees who are independent of management and the Company. Members
of the Audit Committee shall be considered independent if they have no
relationship to the Company that may interfere with the exercise of their
independence from management and the Company. All Audit Committee members will
be financially literate, and at least one member will have accounting or
related financial management expertise.
Statement of Policy
The Audit Committee shall provide assistance to the trustees in fulfilling
their responsibility to the shareholders, potential shareholders and investment
community relating to corporate accounting, reporting practices of the Company
and the quality and integrity of financial reports of the Company. In so doing,
it is the responsibility of the Audit Committee to maintain free and open
communication between the trustees, the independent auditors and the financial
management of the Company. It is the expectation of the Audit Committee that
the financial management will fulfill its responsibility of bringing any
significant items to the attention of the Audit Committee.
Responsibilities
In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the trustees and shareholders that the
corporate accounting and reporting practices of the Company are in accordance
with pertinent requirements.
In carrying out these responsibilities, the Audit Committee will:
o Obtain annually the full Board of Trustees' approval of this Charter and
review and reassess this Charter as conditions dictate.
o Review and recommend to the trustees the independent auditors to be
selected to audit the financial statements of the Company and its
divisions and subsidiaries.
o Have a clear understanding with the independent auditors that they are
ultimately accountable to the Board of Trustees and the Audit Committee,
as the shareholders' representatives, who have the ultimate authority in
deciding to engage, evaluate and, if appropriate, terminate their
services.
o Meet with the independent auditors and financial management of the
Company to review the scope of the proposed audit and quarterly reviews
for the current year and the procedures to be utilized, the adequacy of
the independent auditors' compensation and at the conclusion thereof
review such audit or reviews, including any comments or recommendations of
the independent auditors.
o Review with the independent auditors, the Company's internal auditor and
financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the Company, and elicit any
recommendations for the improvement of such internal controls or
particular areas where new or more detailed controls or procedures are
desirable.
o Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the shareholders.
Review with financial management and the independent auditors the results
of their timely analysis of significant financial reporting issues and
practices, including changes in, or adoptions of, accounting principles
and disclosure practices, and discuss any other matters required to be
communicated to the Committee by the auditors.
10
<PAGE>
o Provide sufficient opportunity for the internal and independent auditors
to meet with the members of the Audit Committee without members of
management present.
o Report the results of the annual audit to the Board of Trustees.
o On an annual basis, obtain from the independent auditors a written
communication delineating all their relationships and professional
services as required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees.
o Include a report of the Audit Committee in the proxy statement.
o Submit the minutes of all meetings of the Audit Committee to, or discuss
the matters discussed at each Committee meeting with, the Board of
Trustees.
o Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgement, that is appropriate.
11
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Trustees. The Compensation Committee,
composed of independent members of the Board of Trustees, reviews the
performance of the Trust's executive officers, fixes the base compensation of
executive officers, awards appropriate bonuses and makes long-term incentive
compensation awards, including grants of shares and options. Final compensation
determinations for each fiscal year are generally made after the end of the
fiscal year. At that time, base salaries for the following fiscal year are set,
cash bonuses, if any, are determined for the past year's performance, and
long-term incentive awards, if any, are generally made. At a meeting in
February 2000, the Compensation Committee fixed the base salaries for the Named
Executive Officers for the fiscal year ending December 31, 2000 and determined
incentive compensation awards for such officers in respect of the fiscal year
ended December 31, 1999. In making these determinations, the Compensation
Committee considered recommendations from management, along with other factors,
including independently prepared industry compensation information. In 1999,
the Compensation Committee engaged an independent compensation and benefits
consultant to advise the Compensation Committee regarding executive officer
compensation matters, including base salary, annual incentive compensation and
long-term incentive compensation. The Compensation Committee considered the
consultants' analysis in determining base salaries and incentive compensation.
Executive Officer Compensation Policies. The objectives of the
Compensation Committee are to (a) support the achievement by the Trust of
desired performance, (b) provide compensation and benefits that will attract,
motivate and retain superior talent, (c) reward individual performance and (d)
relate a significant portion of compensation to the Trust's actual performance,
including long-term performance. The Compensation Committee believes that a
significant portion of total executive officer compensation should consist of
variable, performance-based components. In order to achieve this objective, in
addition to annual base salaries, the executive compensation program utilizes a
combination of long-term incentives through equity-based compensation and
annual incentives through cash bonuses. The program is intended to align the
interests of executives with those of the Company's shareholders by linking a
portion of executive compensation directly to increases in shareholder value.
The Company seeks to provide total compensation to its executive officers,
which is competitive with a total compensation paid by REITs similar to the
Company (the "peer group"). The peer group was chosen by the Compensation
Committee in consultation with the independent compensation and benefits
consultant. The Compensation Committee believes that a peer group comparison
enables the Company to determine a fair level of compensation for executive
officers, while assuring shareholders that executive pay levels are reasonable.
In addition to the components noted above, the compensation program may
also include various benefits, such as health insurance plans and pension,
profit sharing and retirement plans in which substantially all of the Trust's
employees participate. At the present time, the only plans in effect are
health, life and disability insurance plans, a 401(k) plan and the severance
plan for certain senior officers of the Trust described under "Severance Plan."
Base Salary. Base salaries are set by the Compensation Committee and are
designed to be competitive with the salaries paid by peer group members.
Changes in individual base salaries are based in part on the review of the
report prepared by the independent benefits and compensation consultant, which
included a review of peer group practices, as well as the Trust's performance,
the individual's performance, experience and responsibility and increases in
cost of living indices. The weight given such factors by the Compensation
Committee may vary from individual to individual. Base salaries are reviewed
for adjustment annually.
Annual Incentive Compensation. The Named Executive Officers participate in
a bonus program whereby such officers are eligible for cash bonuses if certain
performance objectives are achieved. The annual cash bonus for the Named
Executive Officers is based upon the growth of Funds from Operations per common
share measured relative to performance of the peer group. The annual cash bonus
is subject to adjustment by the Compensation Committee in its discretion.
Consistent with a policy adopted by the Compensation Committee for all
employees, an executive officer has the option of taking shares in lieu of a
cash bonus at the rate of shares equal to 120% of the cash value of the bonus.
Dividends will be paid on such common shares issued pursuant to such awards and
the restrictions related to such awards will expire on February 28, 2001.
12
<PAGE>
Long-Term Incentive Compensation. Long-term incentive compensation for the
Named Executive Officers is provided through the grant of share options and
restricted share awards. The options and restricted shares awarded to the Named
Executive Officers for 1999 were based in part on the review of the report
prepared by the independent benefits and compensation consultant, which
included a review of peer group practices, as well as the Trust's performance
with respect to total shareholder return and growth in funds from operations
and the individual's performance, experience and responsibility. The long-term
incentive compensation awards are subject to adjustment by the Compensation
Committee in its discretion. The grant of share options and restricted share
awards are made under the Company's Amended and Restated Share Incentive Plan,
which is administered by the Compensation Committee.
The exercise price of options granted with respect to 1999 is the market
price of the common shares at the time of grant and, therefore, the options
will have value only if the Trust's share price increases over the exercise
price after the option is granted. The Compensation Committee believes that the
grant of share options provides a long-term incentive to the grantees to
contribute to the growth of the Trust and establishes a direct link between
compensation and shareholder return.
A portion of the long-term incentive compensation consists of an award of
restricted common shares. The Compensation Committee believes that the grant of
restricted share awards provides a long-term incentive to the grantees to
contribute to the growth of the Trust and establishes a direct link between
compensation and shareholder return.
The terms of options and restricted share awards, including vesting,
exercisability and term are determined by the Compensation Committee, subject
to requirements imposed by the Plan. The options granted with respect to 1999
vest over a three-year period beginning with the date of the grant as follows:
20% after the first year, 50% after two years and 100% after three years. The
restricted stock awards made with respect to 1999 vest ratably over a five-year
period beginning with the anniversary date of the grant (i.e., 20% will vest on
the anniversary date of the grant).
The awards made by the Compensation Committee are based upon the relative
position and responsibilities of each employee, historical and expected
contributions of each employee to the Trust and a review of competitive equity
compensation for employees of peer group members. For information regarding
recent options and restricted stock awards granted to the Trust's Named
Executive Officers, reference is made to the tables set forth under
"Compensation of Executive Officers."
In the event of a Change of Control (as defined in the Plan), all
outstanding options and restricted shares become fully vested.
After consultation with the independent compensation and benefits
consultant, consideration of independent compensation data and the objectives
of the compensation policy, the Compensation Committee has instituted a
long-term incentive compensation program that is linked directly total
shareholder return. Going forward, it is intended that long-term incentive
compensation awards made to executive officers will be derived from the
Company's total return measured against a peer group determined by the
Compensation Committee, with above median compensation only paid for above
median performance. The long-term incentive compensation program is subject to
adjustment by the Compensation Committee in its discretion.
Section 162(m) of the Code imposes a limitation on the deductibility of
nonperformance based compensation in excess of $1.0 million paid to certain
executive officers. The Compensation Committee's policy with respect to Section
162(m) is to make every reasonable effort to ensure that compensation is
deductible to the extent permitted, while simultaneously providing executives
appropriate awards for their performance. The Company's long-term incentive
plans have been designed to comply with the performance-based requirements of
Section 162(m).
Chief Executive Officer Compensation. The base salary, annual incentive
compensation and long-term incentive compensation awarded to the Trust's Chief
Executive Officer, Mr. Rouse, are determined substantially in conformity with
the policies described above for all other Named Executive Officers of the
Trust. In 1999, Mr. Rouse was paid $272,808 in base salary and $397,138 in
performance bonus. Mr. Rouse was granted options to purchase 320,102 common
shares and was awarded 22,039 shares of restricted stock with respect to 1999.
13
<PAGE>
Included in the grant are options to purchase 70,102 common shares which are
subject to approval by the shareholders of an amendment to the Trust's Amended
and Restated Share Incentive Plan, which currently limits the size of annual
grants of options to any individual to options to purchase 250,000 common
shares.
Compensation Committee
John A. Miller (Chair)
Frederick F. Buchholz
Thomas C. DeLoach, Jr.
Stephen B. Siegel
The foregoing report shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act or under the Exchange Act, except to the extent
that the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such acts.
14
<PAGE>
SHARE PRICE PERFORMANCE GRAPH
The following table compares the cumulative total shareholder return on
the common shares for the period beginning December 31, 1994 and ending
December 31, 1999 with the cumulative total return on the Standard & Poor's 500
Stock Index ("S&P 500"), the NAREIT Equity REIT Total Return Index ("NAREIT
Index") and the Russell 2000 Index ("Russell 2000") over the same period. Total
return values for the S&P 500, the NAREIT Index, the Russell 2000 and the
common shares were calculated based on cumulative total return assuming the
investment of $100 in the NAREIT Index, the S&P 500, the Russell 2000 and the
common shares on December 31, 1994, and assuming reinvestment of dividends in
all cases. The shareholder return shown on the graph below is not necessarily
indicative of future performance.
Comparison of Cumulative Total Return
Liberty Property Trust Common Shares, NAREIT Equity REIT
Total Return Index, the Russell 2000 Index and S&P 500 Index
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
1994 1995
------------ ------------------------------------------------------
Dec. 31 Mar. 31 June 30 Sept. 30 Dec. 31
<S> <C> <C> <C> <C> <C>
Liberty Property Trust $100.00 $ 100.66 $ 101.96 $ 112.60 $ 109.95
NAREIT Index (1) 100.00 99.83 105.70 110.68 115.27
S&P 500 100.00 109.74 120.15 129.70 137.43
Russell 2000 (2) 100.00 104.61 114.42 125.72 128.44
<CAPTION>
1996
------------------------------------------------------
Mar. 31 June 30 Sept. 30 Dec. 31
<S> <C> <C> <C> <C>
Liberty Property Trust $109.29 $ 107.36 $ 119.85 $ 144.58
NAREIT Index (1) 117.89 123.13 131.19 155.92
S&P 500 144.81 151.30 155.98 168.98
Russell 2000 (2) 134.99 141.75 142.23 149.63
</TABLE>
<TABLE>
<CAPTION>
1997
------------------------------------------------------
Mar. 31 June 30 Sept. 30 Dec. 31
<S> <C> <C> <C> <C>
Liberty Property Trust $139.75 $ 144.30 $ 158.70 $ 170.80
NAREIT Index (1) 157.00 164.81 184.29 187.51
S&P 500 173.51 203.81 219.08 225.37
Russell 2000 (2) 141.89 164.89 189.43 183.08
<CAPTION>
1998
------------------------------------------------------
Mar. 31 June 30 Sept. 30 Dec. 31
<S> <C> <C> <C> <C>
Liberty Property Trust $163.19 $ 157.77 $ 149.45 $ 157.57
NAREIT Index (1) 186.63 178.07 159.34 154.69
S&P 500 256.80 265.30 238.90 289.78
Russell 2000 (2) 201.51 192.10 153.41 178.43
</TABLE>
<TABLE>
<CAPTION>
1999
---------------------------------------------------------
Mar. 31 June 30 Sept. 30 Dec. 31
<S> <C> <C> <C> <C>
Liberty Property Trust $135.64 $ 165.60 $ 154.48 $ 172.13
NAREIT Index (1) 147.23 162.08 149.04 147.54
S&P 500 304.20 325.64 305.30 350.72
Russell 2000 (2) 168.75 194.99 182.66 216.36
</TABLE>
- ------------
15
<PAGE>
(1) The NAREIT Index (consisting of 167 real estate investment trusts with a an
equity market capitalization of $118.2 billion at December 31, 1999) is
maintained by the National Association of Real Estate Investment Trusts,
Inc., is published monthly, and is based on the last closing prices of the
preceding month.
(2) The Russell 2000 Index is a popular measure of the stock price performance
of small companies. Russell Indexes are market capitalization weighted
indexes. The Russell 1000 Index is comprised of the 1,000 largest U.S.
stocks in terms of market capitalization. The Russell 2000 Index is
comprised of the next 2,000 largest U.S. stocks in terms of market
capitalization.
The share price performance graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act or under the Exchange Act,
except to the extent that the company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
acts.
PROPOSALS OF SECURITY HOLDERS
All proposals of any shareholder of the Trust that such shareholder wishes
to be presented at the 2001 Annual Meeting of Shareholders and included in the
proxy statement and form of proxy prepared for that meeting must be received by
the Trust at its principal executive offices no later than December 2, 2000 to
be considered for inclusion in such proxy statement and form of proxy. Any such
proposal must be submitted in writing to the Secretary of the Trust at the
address appearing on the notice accompanying this proxy statement. A proposal
which does not comply with the applicable requirements of Rule 14a-8 under the
Exchange Act will not be included in management's proxy soliciting material for
the 2001 Annual Meeting of Shareholders.
A shareholder of the Trust may wish to have a proposal presented at the
2001 Annual Meeting of Shareholders, but not to have such proposal included in
the Trust's proxy statement and form of proxy relating to that meeting.
Pursuant to Section 12(b) of the Trust's By-laws, notice of any such proposal
must be received by the Trust between January 1, 2001 and January 31, 2001. If
it is not received during this period, such proposal shall be deemed "untimely"
for purposes of Rule 14a-4(c) under the Exchange Act, and, therefore, the
proxies will have the right to exercise discretionary voting authority with
respect to such proposal. Any such proposal must be submitted in writing to the
Secretary of the Trust at the address appearing on the notice accompanying this
proxy statement.
INDEPENDENT AUDITORS
Ernst & Young LLP performed the customary auditing services for the fiscal
year ended December 31, 1999. The Trust has selected Ernst & Young LLP as its
independent auditors to perform these services for the next fiscal year. A
representative of Ernst & Young LLP is expected to be present at the Meeting.
Such representative will be available to respond to questions from the floor
and will be afforded an opportunity to make any statement, which he or she may
deem appropriate.
SOLICITATION OF PROXIES
The cost of the solicitation of proxies will be borne by the Trust. In
addition to the use of the mails, solicitations may be made by telephone and
personal interviews by officers, directors and regularly engaged employees of
the Trust. The Trust has engaged Corporate Investor Communications, Inc.
("CIC") to distribute the Trust's shareholder materials and solicit proxies.
The Trust has agreed to pay CIC a fee of approximately $5,500 and reimburse CIC
for all reasonable disbursements. Brokerage houses, custodians, nominees and
fiduciaries will be requested to forward this proxy statement to the beneficial
owners of the stock held of record by such persons, and the Trust will
reimburse them for their charges and expenses in this connection.
ANNUAL REPORT ON FORM 10-K
The Trust will provide without charge to each person solicited by this
proxy statement, at the written request of any such person, a copy of the
Trust's Annual Report on Form 10-K (including the financial statements and the
schedules thereto) as filed with the Commission for its most recent fiscal
year. Such written requests should be directed to the Director of Investor
Relations at the address of the Trust appearing on the first page of this proxy
statement.
16
<PAGE>
Appendix A
PROXY
LIBERTY PROPERTY TRUST
65 Valley Stream Parkway
Malvern, Pennsylvania 19355
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned shareholder of LIBERTY PROPERTY TRUST (the "Trust")
hereby appoints Willard G. Rouse III and Joseph P. Denny, and each of them
acting individually, as the attorney and proxy of the undersigned, with the
powers the undersigned would possess if personally present, and with full power
of substitution, to vote all shares of beneficial interest of the Trust which
the undersigned would be entitled to vote if personally present at the annual
meeting of shareholders of the Trust to be held on Wednesday, May 17, 2000, at
10:00 a.m., local time, at the Wyndham Valley Forge, 888 Chesterbrook Boulevard,
Wayne, Pennsylvania 19087, and any adjournment or postponement thereof, upon all
subjects that may properly come before the meeting, including the matters
described in the proxy statement furnished herewith, subject to any directions
indicated on the reverse side.
The Board of Trustees recommends a vote "FOR" all of the nominees of the Board
of Trustees in the election of trustees.
SEE REVERSE
SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
/X/ Please mark votes as in this example.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder(s). If no direction is made, this proxy will be
voted "FOR" all of the nominees of the Board of Trustees in the election of
trustees. This proxy also delegates discretionary authority to vote with respect
to any other business that may properly come before the meeting or any
adjournment or postponement thereof.
1. Election of three Class III trustees to hold office until 2003.
Nominees: (01) Joseph P. Denny, (02) David L. Lingerfelt
and (03) John A. Miller
FOR WITHHELD
|_| |_|
|-|
- ------------------------ ------------------------------
FOR ALL NOMINEES, EXCEPT AS NOTED ABOVE.
MARK HERE
FOR ADDRESS |_|
CHANGE AND
NOTE AT LEFT
The undersigned hereby acknowledges receipt
of the notice of annual meeting, the proxy
statement furnished in connection therewith
and the annual report to shareholders and
hereby ratifies all that the said attorneys
and proxies may do by virtue hereof.
NOTE: Please mark, date and sign this proxy
card and return it in the enclosed envelope.
Please sign as your name appears hereon. If
shares are registered in more than one name,
all owners should sign. If signing in a
fiduciary or representative capacity, please
give full title and attach evidence of
authority. Corporations please sign will
full corporate name by a duly authorized
officer and affix corporate seal.
Signature:________________ Date:_____ Signature:________________ Date:______
