UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED KEYSTONE PROPERTY TRUST (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS DECLARATION OF TRUST) MARYLAND 84-1246585 (STATE OF ORGANIZATION) (I.R.S. Employer Identification Number) 200 FOUR FALLS CORPORATE CENTER, 19428 SUITE 208 (ZIP CODE) WEST CONSHOHOCKEN, PA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) If this Form relates to the If this Form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section 12(b) of the Exchange Section 12(g) of the Exchange Act and is effective pursuant Act and is effective to General Instruction pursuant to General Instruction A.(c), please check the A.(d), please check the following box |X| following box SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-58971 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ 9.125% SERIES D CUMULATIVE REDEEMABLE NEW YORK STOCK EXCHANGE Preferred Stock, PAR VALUE $.001 PER SHARE SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The information required by this Item 1 is set forth under the caption "Description of the Series D Preferred Stock" in the Registrant's prospectus supplement dated February 12, 2003 and under the caption "Description of Shares of Beneficial Interest - Preferred Shares" in the Registrant's prospectus dated September 4, 2002, as filed with the Commission under rule 424(b) on Form S-3 (Registration No. 333-58971), covering the offer and sale of shares of the class of the securities to be registered hereby, which descriptions are incorporated herein by reference. ITEM 2. EXHIBITS The exhibits to this registration statement are listed in the Exhibit Index, which appears after the signature page and is incorporated herein by reference. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. KEYSTONE PROPERTY TRUST February 18, 2003 By: /S/ TIMOTHY E. MCKENNA ---------------------------------- Name: Timothy E. McKenna Title: Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ----------------- ----------------------------------------------------------- 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, Liquidation Preference $25.00 Per Share, Par Value $.001 Per Share (incorporated herein by reference to Exhibit 4.1 to Keystone Property Trust's Current Report on Form 8-K dated February 18, 2003). 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 (incorporated herein by reference to Exhibit 4.2 to Keystone Property Trust's Current Report on Form 8-K dated February 18, 2003). -------------------------------------------------------------------------------- 4