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 ------------------------------------------------ ------------------------------------------------ CONTROL NUMBER ------------------------------------------------ | | | | | | |----------------------------------------------|