Republic Property Trust - Current report filing (8-K)
05 10월 2007 - 2:25AM
Edgar (US Regulatory)
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): October 4, 2007
REPUBLIC PROPERTY TRUST
(Exact Name of Registrant as Specified in Charter)
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Maryland
(State or Other Jurisdiction of
Incorporation)
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001-32699
(Commission File Number)
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20-3241867
(IRS Employer Identification
No.)
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13861 Sunrise Valley Drive, Suite
410, Herndon, Virginia
(Address of Principal Executive Offices)
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20171
(Zip Code)
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Registrants telephone number, including area code: (703) 880-2900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Introductory Note
On October 4, 2007, Republic Property Trust, a Maryland real estate investment trust
(Republic), together with its operating partnership, Republic Property Limited Partnership
(Republic Operating Partnership) completed mergers with and into affiliates of Liberty Property
Trust (Liberty) pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as
of July 23, 2007, by and among Republic, Republic Operating Partnership, Liberty, Liberty
Acquisition LLC, a wholly owned subsidiary of Liberty (Liberty Acquisition), and Liberty Property
Limited Partnership (Liberty Operating Partnership). Pursuant to the Merger Agreement, Republic
merged with and into Liberty Acquisition (the REIT Merger), with Liberty Acquisition surviving as
a wholly owned subsidiary of Liberty, and, immediately prior to the REIT Merger, Republic Operating
Partnership merged with and into Liberty Operating Partnership (the Partnership Merger), with
Liberty Operating Partnership surviving (collectively, the Mergers). Promptly following the REIT
Merger, Liberty Acquisition was merged with and into Liberty, with Liberty surviving.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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In connection with the closing of the REIT Merger, Republic notified the New York Stock
Exchange on October 4, 2007 that at the effective time of the REIT Merger, each common share of
beneficial interest in Republic, par value $0.01 per share (Republic Common Shares), other than
shares that were held by Republic Operating Partnership or its subsidiaries, or Liberty, Liberty
Acquisition or any of their subsidiaries, was canceled and automatically converted into the right
to receive $14.70 in cash, without interest. As a result, the Republic Common Shares were delisted
from the New York Stock Exchange at the close of trading on October 4, 2007. Republic has
requested that the New York Stock Exchange file with the Securities and Exchange Commission an
application on Form 25 to report that the Republic Common Shares are no longer listed on the New
York Stock Exchange.
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Item 3.03.
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Material Modification to Rights of Security Holders
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At the effective time of the REIT Merger, each Republic Common Share, other than shares that
were held by Republic Operating Partnership or its subsidiaries, or Liberty, Liberty Acquisition or
any of their subsidiaries, was canceled and automatically converted into the right to receive
$14.70 in cash, without interest (the Merger Consideration). Republic Common Shares owned by
Republic Operating Partnership or its subsidiaries, or Liberty, Liberty Acquisition or any of their
respective subsidiaries were canceled without any payment in the REIT Merger.
At the effective time of the Partnership Merger, each outstanding partnership unit in Republic
Operating Partnership was converted into the right to receive an amount in cash, payable to the
holder thereof, equal to the Merger Consideration.
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Item 5.01.
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Changes in Control of Registrant.
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On October 4, 2007, pursuant to the terms of the Merger Agreement, Liberty completed the
acquisition of Republic through the REIT Merger and the Partnership Merger. Pursuant to the REIT
Merger, Republic merged with and into Liberty Acquisition, with Liberty Acquisition surviving.
Promptly following the REIT Merger, Liberty Acquisition, a wholly owned subsidiary of Liberty, was
merged with and into Liberty, with Liberty surviving. As a result of the REIT Merger and the
subsequent merger of Liberty Acquisition with Liberty, Liberty is the successor in interest by
merger to Republic. Pursuant to the Merger Agreement, immediately prior to the REIT Merger,
Republic Operating Partnership merged with and into Liberty Operating Partnership, with Liberty
Operating Partnership surviving. As a result of the Partnership Merger, Liberty Operating
Partnership is the successor in interest by merger to the Republic Operating Partnership. Liberty
is the sole general partner of Liberty Operating Partnership and owns 95.6% of the common equity of
Liberty Operating Partnership and substantially all of Libertys assets are owned, directly or
indirectly, and substantially all of Libertys operations are conducted, directly or indirectly, by
Liberty Operating Partnership.
The aggregate purchase price paid for all of the outstanding common shares and partnership
units in the REIT Merger and Partnership Merger was approximately $434.6 million.
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Item 5.02.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Officers
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On October 4, 2007, pursuant to the terms of the Merger Agreement, effective immediately after
the completion of the REIT Merger, each of trustees and executive officers of Republic resigned
their respective positions with Republic.
On
October 4, 2007, Republic and Liberty issued a joint press release announcing the completion of the
acquisition of Republic by Liberty through the merger of Republic with and into Liberty Acquisition
and the merger of Republic Operating Partnership with and into Liberty Operating Partnership.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Press release dated October 4, 2007
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 4, 2007
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LIBERTY PROPERTY TRUST (as successor by merger to
REPUBLIC PROPERTY TRUST)
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By:
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/s/
James J. Bowes
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James J. Bowes
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Secretary and General Counsel
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press release dated October 4, 2007
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Republic Property (NYSE:RPB)
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