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 9, 2002 KEYSTONE PROPERTY TRUST (Exact Name of Registrant as Specified in its Declaration of Trust) --------------------------------------------------------------------------- Maryland 1-12514 84-1246585 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) --------------------------------------------------------------------------- 200 Four Falls Corporate Center, Suite 208 West Conshohocken, PA 19428 (Address of Principal Executive Offices)(Zip Code) --------------------------------------------------------------------------- Registrant's telephone number, including area code: (484) 530-1800 --------------------------------------------------------------------------- 1 ITEM 5. OTHER EVENTS. On September 9, 2002, Keystone Property Trust (the "Company") announced that it executed a stock purchase and sale agreement by and between the Company and AEW Targeted Securities Fund, L.P. (the "Seller"). The Company used a portion of the proceeds from its concurrent sales of 2.0 million common shares in the aggregate to repurchase 800,000 Series A Convertible Preferred Shares and 200,000 Series C Convertible Preferred Shares from the Seller. The Company will use the remaining proceeds to redeem 300,000 Series B Convertible Preferred Units of its operating partnership, Keystone Operating Partnership, L.P. The redemption of the Series B Convertible Preferred Units is scheduled to close on September 20, 2002. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBIT (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED None. (b) PRO FORMA FINANCIAL INFORMATION None. (c) EXHIBIT 99.1 Purchase and Sale Agreement, dated as of September 9, 2002, by and between Keystone Property Trust, a Maryland real estate investment trust and AEW Targeted Securities Fund, L.P., a Delaware limited partnership. 99.2 Press Release dated September 9, 2002. 2 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. KEYSTONE PROPERTY TRUST Date: September 10, 2002 By: /S/ JEFFREY E. KELTER --------------------- Jeffrey E. Kelter President and Chief Executive Officer Date: September 10, 2002 By: /S/ TIMOTHY E. MCKENNA ---------------------- Timothy E. McKenna Senior Vice President and Chief Financial Officer Date: September 10, 2002 By: /S/ J. PETER LLOYD ------------------ J. Peter Lloyd Vice President, Corporate Controller 3