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): September 4, 2002
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 September 4, 2002, Keystone Property Trust (the "Company") entered
into two separate Purchase Agreements with Cohen & Steers Capital
Management, Inc. ("Cohen & Steers") and CRA Real Estate Securities, L.P.
("CRA"; CRA and Cohen & Steers being referred to herein each as a
"Purchaser" and collectively, the "Purchasers") as well as a Placement
Agency Agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated (the "Placement Agent"), as placement agent for the
offering to Cohen & Steers, in connection with two concurrent offerings
by the Company of, in the aggregate, 2,000,000 Common Shares of
Beneficial Interest, par value $.001 per share (the "Shares"), at a
price of $16.415 per Share, resulting in gross aggregate proceeds to the
Company, before the payment of a placement agency fee to the Placement
Agent in connection with the Purchase Agreement with Cohen & Steers, as
investment advisor for several client accounts, and other offering
expenses, of approximately $32.8 million. There was no placement agency
fee in connection with the Purchase Agreement with CRA. 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
September 4, 2002, 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 EXHIBIT
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
None.
(b) PRO FORMA FINANCIAL INFORMATION
None.
(c) EXHIBITS
99.1 Purchase Agreement, dated as of September 4, 2002, by and between
the Company and CRA Real Estate Securities, L.P.
99.2 Purchase Agreement, dated as of September 4, 2002, by and between
the Company and Cohen & Steers Capital Management, Inc.
99.3 Placement Agency Agreement, dated as of September 4, 2002, by and
between the Company and the Placement Agent.
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: September 6, 2002 By: /s/ JEFFREY E. KELTER
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Jeffrey E. Kelter
President and Chief Executive
Officer
Date: September 6, 2002 By: /s/ TIMOTHY E. MCKENNA
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Timothy E. McKenna
Senior Vice President and
Chief Financial Officer
Date: September 6, 2002 By: /s/ J. PETER LLOYD
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J. Peter Lloyd
Vice President, Corporate
Controller