SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 1529, 2003

Date of Report (Date of Earliest Event Reported)

(Date of Earliest Event Reported)

CABOT INDUSTRIAL PROPERTIES, L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation)	1-14979 (Commission File No.)	04-3397874 (IRS Employer Identification No.)
Delaware	1-14979	04-3397874
875 North Michigan Avenue, 41st Floor, Chicago, Illinois 60611 (Address of Principal Executive Offices, Including Zip Code) (312) 266-9300 (Registrant’s Telephone Number, Including Area Code) None (Former Name or Former Address, if Changed Since Last Report)
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

875 North Michigan Avenue, 41st Floor, Chicago, Illinois 60611

(Address of Principal Executive Offices, Including Zip Code)

(312) 266-9300

(Registrant’s Telephone Number, Including Area Code)

None

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events

On January 15, 2003, we commenced tender offers (the “Offers”) to purchase any or all of our outstanding 7.125% Redeemable Notes Due 2004 (the “7.125% Notes”), our 8.200% Series A Medium Term Notes Due 2005 (the “8.200% Notes”) and our 8.500% Series A Medium Term Notes Due 2010 (the “~~Securities”)~~8.500% AsNotes” ofand together with the ~~date~~7.125% ofNotes ~~this~~and ~~report~~8.200% Notes, ~~$255~~the “Securities”). ~~million~~As ~~aggregate~~of ~~principal~~January ~~amount~~29, of 2003, the ~~Securities~~“Consent ~~was~~Payment ~~outstanding.~~Deadline,” Inthe ~~connection~~“Consent ~~with~~Condition” to the Offers was satisfied, wewhich ~~are~~means ~~also~~that ~~seeking~~there ~~consents~~were ~~from~~validly ~~the~~tendered ~~holders~~and ofnot ~~the~~withdrawn Securities in an aggregate principal amount sufficient to authorize the ~~adoption~~execution of ~~various~~Supplemental ~~amendments~~Indenture toNo. 3, Supplemental Indenture No. 4 and Supplemental Indenture No. 5 (together, the ~~indenture~~“New ~~under~~Supplemental Indentures”), which amend the Indenture under which the Securities were issued (the “~~Proposed~~ Amendments”). ~~The~~As ~~Proposed~~of ~~Amendments~~the ~~would~~Consent ~~eliminate~~Payment ~~certain~~Deadline, ~~covenants~~we ~~and~~had ~~events~~received ofvalid ~~default~~tenders ~~contained~~for in98.13% of the ~~indenture~~7.125% ~~under~~Notes, ~~which~~100% of the ~~Securities~~8.200% ~~were~~Notes ~~issued~~and so86.95% ~~that~~of ~~any~~the ~~non-tendered~~8.500% ~~Securities~~Notes. doAccordingly, ~~not~~we ~~restrict~~and ~~our~~The ~~future~~Bank ~~financial~~of ~~and~~New York ~~operating~~as ~~flexibility.~~Trustee ~~Specifically~~(and, in the ~~Proposed~~case ~~Amendments~~of ~~would~~the ~~(a)~~Supplemental ~~relieve~~Indenture usNo. of3, ~~our~~Cabot ~~obligation~~Industrial ~~under~~Trust ~~the~~(“Cabot ~~indenture~~Trust”)) expect to ~~file~~execute ~~with~~and ~~the~~enter ~~Securities~~into ~~and~~the ~~Exchange~~New ~~Commission~~Supplemental ~~(the~~Indentures ~~“SEC’)~~on ~~all~~January ~~financial~~30, ~~and~~2003. ~~other~~The ~~information~~Amendments ~~that~~and ~~would~~the beNew Supplemental ~~required~~Indentures towill benot ~~contained~~become inoperative ~~periodic~~unless ~~reports~~and ~~under~~until ~~the~~we ~~Securities~~purchase ~~Exchange~~validly ~~Act~~tendered ofand ~~1934,~~unwithdrawn asSecurities ~~amended~~pursuant (to the ~~“Exchange~~applicable ~~Act”),~~Offers. ~~(b)~~If ~~remove~~we ~~certain~~purchase ~~“Events~~Securities ofpursuant ~~Default”~~to ~~contained~~the inOffers, ~~the~~holders ~~indenture~~who ~~and~~tendered ~~(c)~~their ~~remove~~Securities ~~certain~~at ~~limitations~~or onprior ~~our~~to ~~ability~~January to29, ~~incur~~2003 ~~additional~~(and ~~indebtedness.~~who ~~The~~do ~~Offers~~not ~~are~~subsequently ~~being~~withdraw ~~made~~those ~~pursuant~~Securities) towill anbe ~~Offer~~entitled to ~~Purchase~~receive ~~and~~a ~~Consent~~consent ~~Solicitation~~payment, ~~Statement~~in ~~dated~~addition ~~January~~to ~~15,~~the ~~2003,~~consideration ~~which~~for istendered ~~attached~~securities, toon ~~this~~the ~~report~~terms asdescribed ~~Exhibit~~in ~~99.1~~the ~~and~~Offer ~~incorporated~~to ~~herein~~Purchase byand ~~reference~~Consent ~~(the~~Solicitation ~~“Offer~~Statement todated ~~Purchase”)~~January 15, 2003.

InIf ~~connection~~the ~~with~~Amendments ~~the~~become ~~Offers~~operative, wecertain ~~are offering to pay a purchase price with respect to each series~~ of ~~Securities that is determined by reference to~~ the ~~fixed~~principal restrictive ~~spread~~covenants ~~specified~~and inevents ~~the table below over the yield to maturity~~ of ~~the~~default ~~applicable~~contained ~~reference U.S. Treasury security specified~~ in the ~~table~~Indenture ~~below at 3:00 p.m., New York City time, on the second business day immediately preceding the date the applicable Offer expires. The Offers~~ will expire at 5:00 p.m., New York City time, on February 13, 2003, unless extended or earlier terminated. Schedule I to the Offer to Purchase describes in detail the method of calculating the purchase price for the Offers. We will also pay to the holders of the Securities any accrued but unpaid interest to, but not including, the settlement date of the applicable Offer. We are also offering to pay each holder who validly consents to the Proposed Amendments prior to January 29, 2003 (as such date may be ~~extended~~eliminated, ~~the~~thereby ~~“Consent~~increasing ~~Payment~~our ~~Deadline”)~~financial (and ~~does~~operating ~~not subsequently withdraw the Securities to which such consents relate), $20~~flexibility.00 in cash for each $1,000 principal amount of the Securities (the “Consent Payment”) for which consents have been validly delivered and not validly revoked at or prior to the Consent Payment Deadline, but only if the applicable Securities are accepted for payment pursuant to the terms of the Offers.

Outstanding Aggregate Principal Amount	Title of Series of Securities	Reference U.S. Treasury Security	Fixed Spread	CUSIP No.
$200,000,000	7.125% Redeemable Notes Due 2004	3.375% due April 30, 2004	85 bp.	127071AA6
$15,000,000	8.200% Series A Medium Term Notes Due 2005	6.500% due August 15, 2005	130 bp.	12707EAB6
$40,000,000	8.500% Series A Medium Term Notes Due 2010	5.750% due August 15, 2010	150 bp.	12707EAA8

We intend to fund the purchase of the Securities pursuant to the Offers using proceeds from a loan we are currently negotiating with Goldman Sachs Mortgage Company (“GSMC”), an affiliate of Goldman, Sachs & Co., the dealer manager for the Offers. It is a condition to the Offers that we have obtained financing, either from GSMC or otherwise, on terms and conditions satisfactory to us, to enable us to purchase the Securities pursuant to the Offers and pay the related fees and expenses. We have no commitment for financing from GSMC or any other party, and GSMC is under no obligation to finance our purchase of Securities pursuant to the Offers. However, we have negotiated the material terms of a proposed financing with GSMC and expect that the terms will be substantially as described below.

~~The~~We ~~Offers~~expect ~~are~~that ~~conditioned,~~a ~~among~~loan ~~other~~from ~~things~~GSMC, onif (made, would be secured by a) ~~receipt~~first-priority perfected pledge by Calwest Industrial Properties, LLC of its equity interests in Cabot Trust and would have a maturity date that is approximately six ~~consents~~months from the ~~holders~~date of ~~the~~closing, ~~principal~~subject ~~amount~~to two three-month extension options. In order to exercise any extension option, we would be required to pay an extension fee at the time of the ~~Securities~~extension asand isto ~~necessary~~deliver mortgages on properties satisfactory to ~~effect~~GSMC ~~all~~as additional collateral for a portion of the ~~Proposed~~loan. ~~Amendments~~We ~~and~~expect ~~(b)~~that usthe ~~obtaining~~initial ~~financing~~interest rate on ~~terms~~the ~~and~~loan ~~conditions~~will ~~satisfactory~~be equal to usone-month toLIBOR ~~enable~~plus us1.0% toand ~~purchase~~that during any extension terms, the ~~Securities~~portion ~~pursuant to~~of the ~~Offers~~loan that is secured by mortgages will bear an interest rate of one-month LIBOR plus 1.50% and ~~pay~~the portion of the ~~related~~loan ~~fees~~that ~~and~~is ~~expenses~~secured only by the equity interests in Cabot Trust will bear an interest rate of one-month LIBOR plus 4.00%. The

We2 estimate that we will require approximately $276.4 million to make the payment for the Offers and the related Consent Payments to every tendering holder (assuming all Securities are validly tendered in the Offers prior to the Consent Payment Deadline and not subsequently withdrawn). This amount does not include fees and expenses related to the Offers. We intend to fund the purchase of the Securities pursuant to the Offers using proceeds from a loan we are currently negotiating with Goldman Sachs Mortgage Company (“GSMC”), an affiliate of the dealer manager for the Offers. However, we have no commitment for financing from GSMC or any other party, and GSMC is under no obligation to finance our purchase of Securities pursuant to the Offers.

~~Upon~~ financing ~~consummation~~would ~~of the Offers, we will no longer~~ be ~~subject~~prepayable toin ~~the~~whole ~~information reporting~~or ~~requirements~~in ~~under~~part ~~the~~at ~~indenture~~any ~~under which the Securities were issued. In addition~~time, and we ~~expect~~would tobe arequired ~~file an application with The New York Stock Exchange (the “NYSE”) and the SEC~~ to ~~delist~~apply ~~our~~net ~~7.125%~~cash ~~Redeemable~~proceeds ~~Notes~~received ~~Due 2004~~ from the ~~NYSE.~~sale ~~If this application is granted, because we have fewer than 300 holders~~ of ~~each class of the Securities, we will no longer be subject to~~ any ~~periodic~~assets ~~reporting~~toward ~~requirements~~partial ~~under~~prepayment ~~Sections 13(a) and 15(d)~~ of the ~~Exchange Act. If the~~loan ~~supplemental~~(subject ~~indenture terminating our SEC reporting obligations is adopted and the delisting application is approved, we do not intend~~ to ~~continue~~certain ~~providing financial information to the holders of Securities~~exceptions). The ~~trading~~loan ~~market~~documents ~~for~~would ~~Securities~~contain ~~that are~~various ~~not~~financial ~~tendered~~covenants ~~and~~with ~~accepted~~respect ~~for payment could become more limited than the existing trading market and could cease~~ to ~~exist~~us ~~altogether due to the reduction in the amount of Securities outstanding after the Offers, which might adversely affect the liquidity~~ and ~~market~~Cabot ~~price of the Securities~~Trust. If a market for the remaining Securities exists or develops, the Securities may trade at a discount to the price at which they would trade if the amounts outstanding were not reduced, and the prices at which any such trading occurs could be extremely volatile. There may be no active market in the Securities following consummation of the Offers.

~~The~~We ~~above~~anticipate ~~summary~~that the loan would be repaid by a combination of the ~~Offers~~following: ~~does~~(i) ~~not~~a ~~purport~~refinancing toof becertain ~~complete~~of our assets and/or is(ii) ~~qualified~~the insale ~~its~~of ~~entirety~~certain byof ~~reference~~our toassets. No decision has been made concerning the ~~Offer~~exact toamounts ~~Purchase~~that would ~~and~~be ~~Consent~~sought ~~Solicitation~~or ~~Statement~~realized ~~dated~~from ~~January~~each ~~15,~~of ~~2003~~these alternatives. Such decision will be made based on our review from time to time of the advisability of particular actions, ~~which~~as well as on prevailing interest rates and financial and other economic isconditions ~~attached~~and such other factors as anwe ~~exhibit~~may ~~hereto~~deem appropriate.

A press release dated January 30, 2003, announcing that the requisite consents necessary for execution of the New Supplemental Indentures has been obtained is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits

(c)		Exhibits.
99.1		Offer to Purchase and Consent Solicitation Statement dated January 15, 2003
99.2		Letter of Transmittal and Consent
99.3		Press Release of the registrant dated January 15, 2003

99.1 Press Release of the registrant dated January 30, 2003

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 hereunto duly authorized.

	CABOT INDUSTRIAL PROPERTIES, L.P.
Date: January 15, 2003	By:	/s/ Christopher L. Hughes
	Name:	Christopher L. Hughes
	Its:	Chief Financial Officer

Date: January 30, 2003

CABOT INDUSTRIAL PROPERTIES, L.P.

By:		/s/ CHRISTOPHER L. HUGHES
		Christopher L. Hughes
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number		Description
99.1		~~Offer~~Press toRelease ~~Purchase~~of ~~and~~the ~~Consent~~registrant ~~Solicitation Statement~~ dated January 1530, 2003
99.2		Letter of Transmittal and Consent
99.3		Press Release of the registrant dated January 15, 2003

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