-----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, ATvOA33EOnugFzkHUSNFGMaR1L86wxxZYD7AvxLWWZj6DMizmFE9V/sMOVHqquJJ zr3hRWVHhNoek/fAzSuAGQ== 0000950123-97-000789.txt : 19970225 0000950123-97-000789.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950123-97-000789 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970204 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970206 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES INC 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 97518977 BUSINESS ADDRESS: STREET 1: 355 LEXINGTON AVE 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 8-K 1 FORM 8-K FOR THE REPORTING DATE 02-04-97 1 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): February 4, 1997 LEXINGTON CORPORATE PROPERTIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its charter) MARYLAND 1-12386 13-3717318 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 355 LEXINGTON AVENUE, NEW YORK, NEW YORK 10017 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: - -------------------------------------------------------------------------------- (212) 692-7260 NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events On February 4, 1997, Lexington Corporate Properties, Inc. (the "Company") announced that it would vigorously contest a motion filed in California state court by Ross Stores, Inc. which seeks to confirm an arbitration decision issued in connection with Ross Store's exercise of a purchase option to acquire the Company's Newark, California property. The arbitration decision which the Company plans to contest would allow Ross Stores to purchase the Newark, California property for $24.8 million on September 1, 1997. A copy of the Company's press release with respect to this matter is annexed hereto as Exhibit 7(c)(1), which is hereby incorporated by reference. Item 7. Financial Statements, Pro Forma Information and Exhibits. (c) Exhibits 1. Press Release, dated February 4, 1997, issued by Lexington Corporate Properties Inc. 2 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 7(c)(1) Press Release, dated February 4, 1997, issued by Lexington Corporate Properties Inc. 3 4 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. LEXINGTON CORPORATE PROPERTIES, INC. By: /s/T. Wilson Eglin ---------------------------------------- T. Wilson Eglin President and Chief Operating Officer Date: February 4, 1997 4 EX-99.7C1 2 PRESS RELEASE 1 Exhibit 7(c)(1) RE: LEXINGTON CORPORATE PROPERTIES, INC. 355 LEXINGTON AVENUE NEW YORK, NY 10017 [FRB LETTERHEAD] FOR FURTHER INFORMATION: AT THE COMPANY AT FINANCIAL RELATIONS BOARD ----------------- -------------------------------------------------- T. Wilson Eglin Laurie Berman Stephanie Mishra Gil Faggen President (General Info.) (Analyst Info.) (Media Info.) (212) 692-7260 (212) 661-8030 (312) 266-7800 (212) 661-8030 FOR IMMEDIATE RELEASE February 4, 1997 LEXINGTON CORPORATE PROPERTIES, INC. TO CONTEST ARBITRATION New York, NY -- February 4, 1997 -- Lexington Corporate Properties, Inc. (NYSE:LXP), a real estate investment trust, today announced that Ross Stores, Inc. has filed a motion in California state court to confirm an arbitration decision issued in connection with its exercise of an option to acquire Lexington's Newark, California property. Lexington intends vigorously to contest the motion on several grounds, including the failure of the arbitrator to disclose material information. Ross currently leases the property in dispute. The arbitration decision which Lexington plans to contest would allow Ross to purchase the property for $24.8 million on or about September 1, 1997. If the sale occurred, Lexington would recognize a gain on the sale of approximately $400,000. However, because Lexington does not believe that it would be able to achieve a rate of return on reinvestment of the sale proceeds which would fully offset the $3.25 million of annual rental revenue currently generated by the property, the sale, if concluded, would be expected to result in decreases in Lexington's net income and funds from operations. Management believes that one or more transactions currently contemplated by the Company should have the effect of offsetting any such decreases. For example, Lexington intends to lower interest expense by refinancing, or otherwise prepaying, mortgage debt secured by its property in Salt Lake City, Utah. This debt currently bears interest a 12.90% per year, has a current outstanding balance of approximately $22.8 million and requires annual debt service payments of approximately $4.3 million, or 18.9% of the outstanding balance. 2 COMMENTS FROM MANAGEMENT Commenting on the pending motion, T. Wilson Eglin, President and Chief Operating Officer, said "As we continue to implement our business plan, grow our portfolio and refinance existing debt on more favorable terms, the financial effect of any potential property sale should be mitigated. While we are hopeful, based on the facts, that the court will ultimately rule in our favor, we considered the possibility of a negative outcome prior to increasing our quarterly common stock dividend from $0.28 per share to $0.29 per share." Lexington Corporate Properties, Inc. is a self-managed and self-administered real estate investment trust that owns and manages a 5.3 million square foot portfolio of 39 triple-net-lease properties, and minority interests in two additional properties. The Company's properties, which are located in 23 states, include warehouses, distribution centers, manufacturing facilities and office and retail properties net-leased to tenants such as ITT Hartford, Honeywell, Federal Express and Wal-Mart. Shares of Lexington common stock closed Tuesday, February 4, 1997, at $14.625 per share. Lexington, which pays an annualized dividend of $1.16 per share, has approximately 10.1 million preferred and common shares outstanding and approximately 2.5 million operating partnership units outstanding, substantially all of which carry a current distribution level at or below the level paid in respect of the Company's common stock and which are exchangeable into common stock. For more information on Lexington Corporate Properties, via fax at no charge, dial 1-800-PRO-INFO and enter company code 093 or ticker symbol LXP. # # # This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance, or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----