Exhibit 99.1
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Pricing
Supplement dated November 14, 2005
(To Prospectus dated May 7, 2002)
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Rule 424(b)(5)
Registration Statement No.
333-86842 and Registration
Statement No. 333-86842-01
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SERIES B MEDIUM-TERM NOTE
(FIXED RATE)
Principal
Amount: $175,000,000
Agent’s Discount or Commission:
$875,000 (0.500%)
Net Proceeds
to us: $173,962,250
Maturity
Date: December 1,
2010
Original
Issue Date: November 21, 2005
Trade
Date: November 14,
2005
Exchange
Rate Agent: Not
applicable
o
U.S. Bank N.A.
o
Other
Interest
Payment Dates: June
1 st
and December 1
st , commencing June 1, 2006
Regular
Record Dates: 15 calendar
days before the Interest Payment Date, commencing May 17,
2006
þ
United States Dollars
o
EURO
o
Composite Currency:
o
Other:
Principal
Financial Center: Not applicable
þ
$1,000 or integral multiples
thereof
o
Other
þ
The Note cannot be redeemed prior to
maturity; provided, however, that the Note may be prepaid at the
option of the Operating Partnership prior to maturity as set forth
below under “Other/Additional Provisions.”
o
The Note may be redeemed at the
option of the Operating Partnership prior to maturity
Redemption
Commencement Date:
Initial
Redemption Percentage:
Annual
Redemption Percentage Reduction:
þ
The Note cannot be repaid prior to
maturity
o
The Note may be repaid prior to
maturity at the option of the Holder of the Note
Optional
Repayment Date(s):
Repayment
Price:
Discount
Notes:
o
Yes
þ
No
Issue
Price:
Total Amount of
OID:
Yield to
Maturity:
Initial Accrual
Period:
Form:
þ
Book-Entry
o Certificated
þ
Morgan Stanley & Co.
Incorporated
o
A.G. Edwards & Sons,
Inc.
þ
Banc of America Securities
LLC
o
Bear, Stearns & Co.
Inc.
o
Commerzbank Capital Markets
Corp.
o
First Union Securities,
Inc.
o
J.P. Morgan Securities
Inc.
þ
KeyBanc Capital Markets, A Division
of McDonald Investments Inc.
o
Lehman Brothers Inc.
þ
PNC Capital Markets, Inc.
þ
Wells Fargo Securities,
LLC
o
None
Morgan Stanley
& Co. Incorporated and Banc of America Securities LLC are the
bookrunners for this offering. KeyBanc Capital Markets, A Division
of McDonald Investments Inc., PNC Capital Markets, Inc. and Wells
Fargo Securities, LLC are co-managers for this offering.
Agent’s Capacity:
o
Agent
þ
Principal
Addendum
Attached:
o
Yes
þ
No
Other/Additional Provisions:
Optional
Prepayment by Operating Partnership
The notes will
be subject to prepayment at the option of the Operating
Partnership, at any time in whole or from time to time in part,
upon not less than 30 and not more than 60 days’ notice
mailed to each holder of notes to be prepaid at the holder’s
address appearing in the note register, at a price equal to the
greater of:
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100% of the principal amount of the
notes to be prepaid; and
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the
sum of the present values of the remaining scheduled payments of
principal and interest (at the rate in effect on the date of
calculation of the prepayment price) on the notes to be prepaid
(exclusive of interest accrued to the date of prepayment)
discounted to the date of prepayment on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
applicable Treasury Yield plus 15 basis points;
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in each case,
plus accrued and unpaid interest to the date of
prepayment.
Notes called
for prepayment will become due on the date fixed for prepayment.
Notices of prepayment will be mailed by first-class mail at least
30 but not more than 60 days before the date fixed for
prepayment to each noteholder at its registered address. The notice
will state the principal amount to be prepaid. On and after the
date fixed for prepayment, interest will cease to accrue on any
prepaid notes. If less than all the notes are prepaid at any time,
the trustee will select the notes to be prepaid on a pro rata basis
or by any other method the trustee deems fair and
appropriate.
S-2
“Comparable Treasury Issue” means
the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining
term of the notes that would be utilized, at the time of selection
and in accordance with customary financial practice in pricing new
issues of corporate debt securities of comparable maturity to the
remaining terms of the notes.
“Comparable Treasury Price” means,
with respect to any date fixed for the prepayment of notes, (a) the
bid price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) at 4:00 P.M. on the third
business day preceding such date, as set forth on “Telerate
Page 500” (or such other page as may replace Telerate Page
500) or (b) if such page (or any successor page) is not
displayed or does not contain such bid prices at such time,
(i) the average of the Reference Treasury Dealer Quotations
obtained by the trustee for such date, after excluding the highest
and lowest of four such Reference Treasury Dealer Quotations, or
(ii) if the trustee is unable to obtain at least four such
Reference Treasury Dealer Quotations, the average of all Reference
Treasury Dealer Quotations obtained by the trustee.
“Independent Investment Banker”
means either of Morgan Stanley & Co. Incorporated or Banc of
America Securities LLC, or, if each such firm is unwilling or
unable to select the applicable Comparable Treasury Issue, a
leading independent investment banking institution appointed by the
trustee and reasonably acceptable to the Operating
Partnership.
“Reference Treasury Dealer” means
Morgan Stanley & Co. Incorporated, Banc of America Securities
LLC, and two other primary U.S. government securities dealers in
New York City selected by the Independent Investment Banker (each,
a “Primary Treasury Dealer”); provided, however, that
if any of the foregoing shall cease to be a Primary Treasury
Dealer, the Operating Partnership will substitute another Primary
Treasury Dealer.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury
Dealer and any date fixed for the prepayment of notes, an average,
as determined by the trustee, of the bid and asked prices for the
Comparable Treasury Issue for the notes (expressed in each case as
a percentage of its principal amount) quoted in writing to the
trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such
date.
“Treasury
Yield” means, with respect to any date fixed for the
prepayment of notes, the rate per annum equal to the semiannual
equivalent yield to maturity (computed as of the third business day
immediately preceding such date) of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the applicable
Comparable Treasury Price for such date.
Investing in
the notes involves risks. See “Risk Factors” beginning
on page 3 of the accompanying prospectus.
Sixth
Supplemental Indenture
On
July 11, 2005, the Indent
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