-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GfSFA8/lEscqIk+Q8NfAMy4is9FZYnzIz5d6V0zFDn8c/YW8yrTyHgTiibLsJF/V w8oDfgJAlq2h8A2NMKCfoQ== 0000950133-01-503488.txt : 20020412 0000950133-01-503488.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950133-01-503488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011201 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL NET LEASE REALTY INC CENTRAL INDEX KEY: 0000751364 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561431377 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11290 FILM NUMBER: 1804745 BUSINESS ADDRESS: STREET 1: 450 S ORANGE AVE STREET 2: SUITE 900 CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 4074237348 MAIL ADDRESS: STREET 1: 455 S ORANGE AVE STE 700 STREET 2: 400 E SOUTH ST STE 500 CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: CNL REALTY INVESTORS INC DATE OF NAME CHANGE: 19920831 FORMER COMPANY: FORMER CONFORMED NAME: CNL REALTY INVESTORS INC /DE/ DATE OF NAME CHANGE: 19930429 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN CORRAL REALTY CORP DATE OF NAME CHANGE: 19920703 8-K 1 w55339ae8-k.txt FORM 8-K 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): December 1, 2001 COMMERCIAL NET LEASE REALTY, INC. (Exact name of registrant as specified in its charter) Maryland 0-12989 56-1431377 (State or Other Jurisdiction (Commission File Number) (IRS Employer Identification of Incorporation) Number)
450 South Orange Avenue, Suite 900 32801 - ---------------------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) (407) 265-7348 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On December 1, 2001, Commercial Net Lease Realty, Inc., a Maryland corporation (the "Company") completed its acquisition of Captec Net Lease Realty, Inc., a Delaware corporation ("Captec") through the merger of Captec with and into the Company (the "Merger"), with the Company as the surviving corporation. In connection with the Merger, the Company issues approximately 4.75 million shares of the Company's common stock and 2.2 million shares of the Company's preferred stock. In the Merger, each outstanding share of Captec common stock was exchanged for .4575 shares of the Company common stock, .2103469 shares of the Company's 9% Series A non-voting preferred stock and $1.27 in cash. The Merger is expected to be tax-free to the Company and Captec. Captec stockholders will recognize income for federal tax purposes only on the cash portion of the merger consideration. A press release announcing the completion of the transactions is attached as an exhibit to this report and incorporated by references herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS (a) Financial Statements of Businesses Acquired. The Company intends to file by amendment the required financial statements reflecting the acquisition of all of the issued and outstanding capital stock of Captec no later than 60 days after the date that this report on Form 8-K must be filed. (b) Pro Forma Financial Information. The Company intends to file by amendment the required pro forma financial statements reflecting the acquisition of all of the issued and outstanding capital stock of Captec no later than 60 days after the date that this report on Form 8-K must be filed. (c) Exhibits
Exhibit No. Description ----------- ----------- 99.3 Press Release, Dated December 3, 2001
-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 hereunto duly authorized. COMMERCIAL NET LEASE REALTY, INC. By: /s/ Kevin B. Habicht ---------------------------------------- Kevin B. Habicht Executive Vice President and Chief Financial Officer Dated: December 3, 2001 -3- EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 99.3 Press Release, Dated December 3, 2001
-4- EX-99.3 3 w55339aex99-3.txt PRESS RELEASE EXHIBIT 99.3 COMMERCIAL NET LEASE REALTY AND CAPTEC COMPLETE MERGER ORLANDO, Fla. and ANN ARBOR, Mich., Dec. 3 /PRNewswire/ -- Commercial Net Lease Realty, Inc. (NYSE: NNN) and Captec Net Lease Realty, Inc. (Nasdaq: CRRR) announced today that the merger of Captec with and into Commercial Net Lease Realty became effective on December 1, 2001. The combined company will have a portfolio of 373 properties in 40 states and greater customer diversity with 95 tenants in 29 different retail lines of trade. Gary M. Ralston, president and chief operating officer of Commercial Net Lease Realty stated, "Today is an exciting day for Commercial Net Lease Realty and Captec. With the successful completion of this transaction, Commercial Net Lease Realty is a leader in the net lease real estate sector and one of the largest and most diversified public net lease REITs. We look forward to the growth opportunities this merger will generate and the superior near and long-term value inherent in the combined company." In connection with the completion of the merger, Captec shares will no longer be traded on the NASDAQ. The last trading day for Captec shares was November 30, 2001. A final dividend payment will be made on December 7, 2001 to Captec stockholders of record as of November 30, 2001 in the amount of $0.1539 per Captec share. This dividend payment will be made separately from the cash portion of the merger consideration. Commercial Net Lease Realty, Inc., an equity real estate investment trust, invests in high-quality, freestanding retail properties subject to long-term, net leases with major retail tenants, such as Barnes & Noble, Best Buy, Eckerd and OfficeMax. The Company currently owns, either directly or through investment interests, 373 properties in 40 states with total gross leasable area of approximately 7.0 million square feet. These properties are leased to 95 retailers in 29 lines of trade. SOURCE: Commercial Net Lease Realty, Inc. and Captec Net Lease Realty, Inc. -----END PRIVACY-ENHANCED MESSAGE-----