0001116679-01-500976.txt : 20011128
0001116679-01-500976.hdr.sgml : 20011128
ACCESSION NUMBER: 0001116679-01-500976
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011107
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: NET 1 L P
CENTRAL INDEX KEY: 0000821129
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 133421566
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22596
FILM NUMBER: 1777155
BUSINESS ADDRESS:
STREET 1: 355 LEXINGTON AVE
STREET 2: C/O LCP GROUP
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2126927200
MAIL ADDRESS:
STREET 1: 355 LEXINGTON AVE
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES TRUST
CENTRAL INDEX KEY: 0000910108
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 133717318
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 425
BUSINESS ADDRESS:
STREET 1: 355 LEXINGTON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2126927260
MAIL ADDRESS:
STREET 1: 355 LEXINGTON AVE
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES INC
DATE OF NAME CHANGE: 19930816
425
1
consentcard-letter.txt
Filed by Net 1 L.P.
Pursuant to Rule 425 under the
Securities Act of 1933 and
Rule 14(a)-6 under the
Securities Exchange Act of
1934
Subject Company: Net 1 L.P.
Commission File No.: 000-22596
NET 1 L.P.
November 6, 2001
To NET 1 Limited Partners:
We recently mailed you material relative to the consent solicitation of the
partners regarding the proposed transaction with Lexington Corporate Properties
Trust. As of this writing, our records indicate that we have not yet received
your signed consent card. We invite you to consent or deny consent to the
proposals because it is important that your interests in Net 1 be represented.
In the event that the original consent card has been misplaced, we are enclosing
for your use a duplicate card and return envelope. If needed, additional copies
of the original material may be obtained from the solicitation agent, Morrow &
Co., at (877) 807-8896.
NET 1 L.P.
By: Lepercq Net 1 L.P., its general partner
By: Lepercq Net 1 Inc., its general partner
/s/ E. Robert Roskind
------------------------------------
By: E. Robert Roskind, President
================================================================================
Lexington, Net 1 and Net 2 have filed a Joint Consent Proxy Solicitation
Statement/Prospectus and other relevant documents concerning the proposed
transaction with the Securities and Exchange Commission. WE URGE INVESTORS TO
READ THE JOINT CONSENT AND PROXY SOLICITATION STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors are able to obtain free copies of these documents at the
Commission's website at www.sec.gov.
INVESTORS AND STOCKHOLDERS SHOULD READ THE JOINT CONSENT AND PROXY SOLICITATIONS
STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE PROPOSED
TRANSACTION.
================================================================================
EX-99
3
consentcard.txt
NET 1 L.P.
LIMITED PARTNER CONSENT/DISSENTERS ELECTION FORM
THIS CONSENT IS SOLICITED ON BEHALF OF THE GENERAL
PARTNER OF NET 1 L.P.
Each limited partner of Net 1 L.P. is hereby solicited to complete, date,
sign and return this Consent/Dissenters Election Form prior to expiration of the
solicitation period. Faxed and mailed forms must be returned by 12:00 midnight,
New York time, November 27, 2001 unless extended by the general partner.
THE GENERAL PARTNER RECOMMENDS THAT YOU "CONSENT" TO EACH OF THE PROPOSALS
SET FORTH BELOW.
PLEASE MARK, SIGN, DATE AND RETURN THIS FORM PROMPTLY USING THE ENCLOSED
ENVELOPE. VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK.
PROPOSALS TO BE VOTED
1. CONSENT TO TRANSACTION: TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF
MERGER, AS AMENDED, PURSUANT TO WHICH NET 1 L.P., WILL MERGE INTO NET 3
ACQUISITION L.P., IN EXCHANGE FOR A SPECIFIED NUMBER OF COMMON SHARES OF
LEXINGTON CORPORATE PROPERTIES TRUST AND A SPECIFIED AGGREGATE AMOUNT OF
CASH. CONSENT INCLUDES CONSENT TO ALL ACTIONS NECESSARY TO CONSUMMATE THE
TRANSACTION, INCLUDING ANY REQUIRED AMENDMENTS TO THE NET 1 L.P.
PARTNERSHIP AGREEMENT. CONSENT ALSO INCLUDES CONSENT TO TREATMENT OF THE
MERGER AS A DIRECT SALE OF YOUR NET 1 L.P. UNITS TO NET 3 ACQUISITION L.P.
FOR TAX PURPOSES. IF YOU ABSTAIN FROM VOTING OR DO NOT VOTE ON THE
TRANSACTION, YOU WILL BE DEEMED TO CONSENT TO TREATMENT OF THE MERGER AS A
DIRECT SALE FOR TAX PURPOSES. IF YOU DO NOT WISH TO CONSENT TO THIS TAX
TREATMENT, YOU MUST DENY CONSENT AND ELECT TO RECEIVE DISSENTER DEBENTURES
BELOW.
CONSENT / / DENY CONSENT / / ABSTAIN / /
2. EXTENSION OF CONSENT SOLICITATION PERIOD: TO EXTEND THE PERIOD FOR THE
SOLICITATION OF CONSENTS IF NET 1 L.P. HAS NOT RECEIVED THE AFFIRMATIVE
CONSENT OF THE HOLDERS OF A SUFFICIENT NUMBER OF LIMITED PARTNERSHIP UNITS
TO APPROVE PROPOSAL NUMBER ONE.
EXTEND / / DO NOT EXTEND / / ABSTAIN / /
DISSENTER DEBENTURE ELECTION
You may elect to receive your merger consideration in Dissenter Debentures in
lieu of Common Shares of Lexington Corporate Properties Trust and Cash. In order
to make the election you must BOTH deny consent to Proposal Number One AND
affirmatively elect to receive the Dissenter Debentures by checking the box
below.
I ELECT TO RECEIVE DISSENTER DEBENTURES / /
If you return a duly executed Consent/Dissenters Election Form but abstain
or fail to indicate whether you consent or deny consent to the Transaction, you
will be counted as having consented to Proposal Number One. If Net 1 approves
the Transaction, you will receive Common Shares of Lexington Corporate
Properties Trust and Cash as indicated in Proposal Number One.
If you do not return your Consent/Dissenters Election Form, you will be
deemed to have DENIED consent to the Transaction.
NOTE: Signatures should agree with the names
stenciled hereon. When signing as executor,
administrator, trustee, guardian or attorney,
please give the title as such. For joint accounts
or co-fiduciaries, all joint owners or co-managers
should sign.
Dated:____________________________________, 2001
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CONTROL NUMBER
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