UNITED STATES
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): February 12, 2003
KEYSTONE PROPERTY TRUST
(Exact Name of Registrant as Specified in its Declaration of Trust)
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Maryland 1-12514 84-1246585
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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200 Four Falls Corporate Center, Suite 208
West Conshohocken, PA 19428
(Address of Principal Executive Offices)(Zip Code)
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Registrant's telephone number, including area code:
(484) 530-1800
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ITEM 5. OTHER EVENTS.
On February 12, 2003, Keystone Property Trust (the "Company") entered
into an Underwriting Agreement with Bear Stearns & Co., Inc., A.G.
Edwards & Sons, Inc., Merrill Lynch, & Co., RBC Capital Markets and
BB&T Capital Markets (the "Underwriters") in connection with an
underwritten public offering (the "Offering") by the Company of up to
2,400,000 shares of 9.125% Series D Cumulative Redeemable Preferred
Stock with a liquidation preference of $25.00 per share, par value
$.001 per share (along with 360,000 shares of 9.125% Series D
Cumulative Redeemable Preferred Stock with a liquidation preference of
$25.00 per share, par value $.001 per share, reserved for the
Underwriters' over-allotment option) (the "Shares"), at a price of $25
per share. Net proceeds from the Offering to the Company, after the
Underwriters' discount, of approximately $58.1 million is based on
the issuance of 2,400,000 Shares. The Shares that are being offered
and sold have been registered by the Company on Form S-3
(No. 333-58971) as filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), on July 13, 1998, as amended by Post-Effective
Amendment No. 1 dated October 15, 1999 and the related prospectus
dated September 4, 2002 as amended by the prospectus supplement
dated February 12, 2003, each in the form in which it was first filed
by the Company with the Commission pursuant to Rule 424(b) under
the Securities Act.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
1.1 Underwriting Agreement, dated as of February 12, 2003, by and
between the Company and the Underwriters.
4.1 Form of Articles Supplementary Establishing and Fixing the
Rights and Preferences of a Series of Shares of Preferred Stock
as 9.125% Series D Cumulative Redeemable Preferred Stock of
Keystone Property Trust, Liquidation Preference $25.00 Per Share,
Par Value $.001 Per Share.
4.2 Form of Stock Certificate evidencing 9.125% Series D Cumulative
Redeemable Preferred Stock of Keystone Property Trust,
Liquidation Preference $25.00 Per Share, Par Value $.001 Per
Share.
4.3 Form of Partnership Unit Designation of 9.125% Series G
Cumulative Redeemable Preferred Units
SIGNATURES
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, thereunto duly authorized.
KEYSTONE PROPERTY TRUST
Date: February 18, 2003 By /s/ Jeffrey E. Kelter
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Jeffrey E. Kelter
President and Chief Executive Officer
Date: February 18, 2003 By /s/ Timothy E. McKenna
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Timothy E. McKenna
Senior Vice President and
Chief Financial Officer
Date: February 18, 2003 By /s/ J. Peter Lloyd
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J. Peter Lloyd
Vice President and
Chief Accounting Officer