As filed with the Securities and Exchange Commission on February 4, 2020
Registration No. 333-32244
Registration No. 333-62504
Registration No. 333-62506
Registration No. 333-118995
Registration No. 333-141314
Registration No. 333-159732
Registration No. 333-175263
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-32244
REGISTRATION STATEMENT NO. 333-62504
REGISTRATION STATEMENT NO. 333-62506
REGISTRATION STATEMENT NO. 333-118995
REGISTRATION STATEMENT NO. 333-141314
REGISTRATION STATEMENT NO. 333-159732
REGISTRATION STATEMENT NO. 333-175263
UNDER THE SECURITIES ACT OF 1933
LIBERTY PROPERTY TRUST
(Exact name of registrant as specified in its charter)
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Maryland
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23-7768996
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification No.)
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c/o Prologis, Inc.
Pier 1, Bay 1
San Francisco, California 94111
(Address and Zip Code of Principal Executive Office)
LIBERTY PROPERTY TRUST AMENDED AND RESTATED SHARE INCENTIVE PLAN
LIBERTY PROPERTY TRUST AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
LIBERTY PROPERTY TRUST 2001 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
Edward S. Nekritz, Secretary
Prologis, Inc.
1800 Wazee Street, Suite 500
Denver, Colorado 80202
(303) 567-5000
(Name, address, and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) filed by Liberty Property Trust, a Maryland real estate investment trust (the “Company”), deregisters all common shares of beneficial interest of the Company, par value $0.001 per share (the “Common Shares”), that remain unsold under the following Registration Statements on Form S-8 (each a “Registration Statement,” and collectively, the “Registration Statements”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”):
· Registration Statement on Form S-8 (No. 333-32244), which was filed with the Commission on March 13, 2000, pertaining to the registration of 2,466,465 Common Shares issuable under the Liberty Property Trust Amended and Restated Share Incentive Plan.
· Registration Statement on Form S-8 (No. 333-62504), which was filed with the Commission on June 7, 2001, pertaining to the registration of 3,426,256 Common Shares issuable under the Liberty Property Trust Amended and Restated Share Incentive Plan.
· Registration Statement on Form S-8 (No. 333-62506), which was filed with the Commission on June 7, 2001, pertaining to the registration of 750,000 Common Shares issuable under the Liberty Property Trust 2001 Employee Stock Purchase Plan.
· Registration Statement on Form S-8 (No. 333-118995), which was filed with the Commission on September 15, 2004, pertaining to the registration of 1,500,000 Common Shares issuable under the Liberty Property Trust Amended and Restated Share Incentive Plan.
· Registration Statement on Form S-8 (No. 333-141314), which was filed with the Commission on March 15, 2007, pertaining to the registration of 1,400,000 Common Shares issuable under the Liberty Property Trust Amended and Restated Share Incentive Plan.
· Registration Statement on Form S-8 (No. 333-159732), which was filed with the Commission on June 4, 2009, pertaining to the registration of 8,300,000 Common Shares issuable under the Liberty Property Trust Amended and Restated Share Incentive Plan.
· Registration Statement on Form S-8 (No. 333-175263), which was filed with the Commission on June 30, 2011, pertaining to the registration of 750,000 Common Shares issuable under the Liberty Property Trust Amended and Restated Employee Stock Purchase Plan.
Effective on February 3, 2020, pursuant to the Agreement and Plan of Merger, dated as of October 27, 2019 (the “Merger Agreement”), by and among the Company, Liberty Property Limited Partnership, a Pennsylvania limited partnership (“Company OP”), Leaf Holdco Property Trust, a Maryland real estate investment trust and wholly owned subsidiary of the Company (“New Liberty Holdco”), Prologis, Inc., a Maryland corporation (“Prologis”), Lambda REIT Acquisition LLC, a Maryland limited liability company and wholly owned subsidiary of Prologis (“Prologis Merger Sub”), Prologis, L.P., a Delaware limited partnership (“Prologis OP”), and Lambda Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Prologis OP (“Prologis OP Merger Sub”), a wholly owned subsidiary of New Liberty Holdco merged with and into the Company (the “Company Merger”), with the Company continuing as the surviving entity and as an indirect wholly owned subsidiary of New Liberty Holdco. Effective February 4, 2020, New Liberty Holdco merged with and into Prologis Merger Sub (the “Topco Merger” and together with the Company Merger, the “Company Mergers”), with Prologis Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Prologis; immediately after the Topco Merger, Prologis Merger Sub caused all of the outstanding equity interests in the Company to be contributed to Prologis OP in exchange for the issuance by Prologis OP of the partnership interests in Prologis OP to other subsidiaries of Prologis; and thereafter, Prologis Merger Sub merged with and into Company OP, with Company OP continuing as the surviving entity and a wholly owned subsidiary of Prologis OP (the “Partnership Merger” and together with the Company Merger and the Topco Merger, the “Mergers”).
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