**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C.  20549**

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**Form 10-K/A**

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| **(Mark One)** |                                                                                            |
|----------------|-------------------------------------------------------------------------------------------------|
|           |                                                                                            |
| **ý**     | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934** |

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**For the fiscal year ended December 31,2002**

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**or**

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| **o** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934** |
|-------|-----------------------------------------------------------------------------------------------------|

** **

**For the transition period from                to            **

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**COMMISSION FILE NUMBER 1-12514**

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**KEYSTONE PROPERTY TRUST**

(Exact name of registrant as specified in itscharter)

 
| **MARYLAND**                                                    |   | **84-1246585**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                            |   |                                  |
| **200 Four Falls, Suite 208  West Conshohocken, Pennsylvania**  |   | **19428**                             |
| (Address of principal executive offices)                        |   | (Zip Code)                            |

 

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREACODE:  **(484)530-1800**

 

SECURITIES REGISTERED PURSUANT TOSECTION 12(b) OF THE SECURITIES EXCHANGEACT OF 1934:

 
| **TITLE OF EACH CLASS**                                          |   | **NAME OF EACH EXCHANGE ON WHICH  REGISTERED** |
|------------------------------------------------------------------|--------|------------------------------------------------|
| COMMON SHARES, $.001 PAR VALUE                                   |   | NEW YORK STOCK EXCHANGE                        |
|                                                             |   |                                           |
| SERIES D CUMULATIVE REDEEMABLE  PREFERRED STOCK, $.001 PAR VALUE |   | NEW YORK STOCK EXCHANGE                        |

 

SECURITIES REGISTERED PURSUANT TOSECTION 12(g) OF THE ACT:  **NONE**

 

Indicate by check mark whetherthe Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports) and (2) has been subject to such filingrequirements for the past 90 days.  Yes ý   No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.  o

 

Indicate by check mark whetherthe Registrant is an accelerated filer (as defined in Rule 12b-2 of theAct).  Yes ý   No o

 

The aggregate market value ofthe voting and non-voting common equity held by non-affiliates of theRegistrant (based upon the closing price on the New York Stock Exchange) onJune 30, 2003 was approximately $ 370.6 million.  As of November 5, 2003, there were22,019,949 Common Shares, $.001 par value, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the proxy statementrelating to the annual meeting of shareholders of Keystone Property Trust to beheld in 2003 and to be filed within 120 days after the close of the Registrant’sfiscal year are incorporated by reference into Part III of this Form 10-K.

 

 

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ITEM 15.  EXHIBITS, FINANCIALSTATEMENT, SCHEDULES AND REPORTS ON FORM 8-K.

 

This amendmentto our Annual Report on Form 10-K is being filed in order to name KPMG LLP asour expert in accounting and auditing. On November 6, 2003, KPMG LLP consented to the reference to itunder the heading “Experts” in the Registration Statement on Form S-3 (No.333-58971) of Keystone Property Trust (the “Registration Statement”).  A copy of the consent of KPMG LLP isincluded as Exhibit 23.2.

 

Theconsolidated financial statements and schedules of Keystone Property Trust andsubsidiaries as of December 31, 2002 and 2001, and for each of the yearsin the three-year period ended December 31, 2002 included in this AnnualReport on Form 10­K/A have been incorporated by reference in theRegistration Statement in reliance upon the report of KPMG LLP, independentaccountants, incorporated by reference herein, and upon the authority of saidfirm as experts in accounting and auditing. The report of KPMG LLP dated January 28, 2003 refers to the factthat Keystone Property Trust has adopted Statement of Financial AccountingStandards No. 144, *Accounting for the Impairment or Disposal ofLong-Lived Assets* as of January 1, 2002.

 

The remainderof this Item 15 as originally filed remains unchanged and is herebyincorporated by reference.

 

(c)                                  Exhibits

 

Exhibit 23.2                                    Consentof KPMG LLP

 

Exhibit 31.1                                    Certificationof Principal Executive Officer

 

Exhibit 31.2                                    Certificationof Principal Financial Officer

 

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SIGNATURES

 

Pursuant tothe requirements of Section 13 or 15(d) of the Securities and Exchange Actof 1934, the Registrant has duly caused this Report to be signed on its behalfby the undersigned, thereunto duly authorized.

 
|   | KEYSTONE  PROPERTY TRUST                                                  |
|--------|---------------------------------------------------------------------------|
|   |                                                                      |
|   | By:                                                                       | /s/ JEFFREY  E. KELTER |   |
|   | Jeffrey E.  Kelter                                                        |
|   | President  and Chief Executive Officer  Date:  November 6, 2003 |

 

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