-----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, N2XgBni/UF4gmzvKvVlaPWr9BLV8OUXqZYjNTV9SwPLk69wWGcZQHciUfWiORXGf T0ivpgeW4z7mjw8uKV8pCQ== /in/edgar/work/0000950123-00-010733/0000950123-00-010733.txt : 20001116 0000950123-00-010733.hdr.sgml : 20001116 ACCESSION NUMBER: 0000950123-00-010733 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001115 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES TRUST CENTRAL INDEX KEY: 0000910108 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 133717318 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12386 FILM NUMBER: 770657 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 8-K 1 y42819e8-k.txt LEXINGTON CORPORATE PROPERTIES TRUST 1 UNITED STATES 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) November 14, 2000 LEXINGTON CORPORATE PROPERTIES TRUST (Exact name of registrant as specified in its charter)
Maryland 1-12386 13-3717318 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer 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 November 14, 2000 Lexington Corporate Properties Trust (the "Company") announced that it has agreed to acquire two Delaware limited partnerships, Net 1 L.P. and Net 2 L.P. (the "Net Partnerships") in a merger transaction valued at approximately $143.0 million. The Net Partnerships own twenty-five properties in fifteen states, which generate approximately $15.1 million of net rental revenue. The Company will issue $65.0 million of securities, with a maximum of one half in Company common shares and a minimum of one half in the Company's 8.5% Convertible Subordinated Debentures, and assume approximately $78.0 million in non-recourse mortgages with a weighted average interest rate of 8%. E. Robert Roskind, the Company's Chairman and Co-Chief Executive Officer is also the controlling shareholder of the 1% general partner of the Net Partnerships. The merger is subject to customary closing conditions, including approval of the Company shareholders and the Net Partnerships limited partners. ITEM 7. Financial Statements, ProForma Financial Information and Exhibits (a) not applicable (b) not applicable (c) Exhibits (i) Press release issued by the Company dated November 14, 2000, announcing agreement to merge Net 1 L.P. and Net 2 L.P. with Net 3 L.P. a wholly owned subsidiary of Lexington. 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 thereunto duly authorized. By:Lexington Corporate Properties Trust Date: November 15, 2000 By: /s/ Patrick Carroll -------------------------- ---------------------------------- Patrick Carroll Chief Financial Officer EX-99.I 2 y42819ex99-i.txt PRESS RELEASE 1 NEWS BULLETIN FROM: The Financial Relations Board __________________________________________ BSMG WORLDWIDE RE: LEXINGTON CORPORATE PROPERTIES TRUST 355 LEXINGTON AVENUE NEW YORK, NY 10017 NYSE: LXP FOR FURTHER INFORMATION AT THE COMPANY: AT THE FINANCIAL RELATIONS BOARD: T. Wilson Eglin Larry Stein Claire Koeneman President General Inquires Analyst Inquires (212) 692-7260 (312) 640-6794 (312) 640-6784 FOR IMMEDIATE RELEASE TUESDAY, NOVEMBER 14, 2000 AT 4:30 P.M. EST. LEXINGTON CORPORATE PROPERTIES TRUST AGREES TO ACQUIRE NET 1 L.P. AND NET 2 L.P. TRANSACTION VALUED AT APPROXIMATELY $143.0 MILLION NEW YORK, NY - TUESDAY, NOVEMBER 14, 2000 - Lexington Corporate Properties Trust (NYSE:LXP) ("Lexington"), a real estate investment trust, today announced that it has agreed to acquire two Delaware limited partnerships, Net 1 L.P. and Net 2 L.P. (collectively, the "Net Partnerships"), in a merger transaction valued at approximately $143.0 million. The Net Partnerships own twenty-five properties in fifteen states, which generate approximately $15.1 million of net rental revenue. The properties have a remaining weighted average lease term of approximately 9.2 years and are net-leased to nineteen tenants, including Hewlett Packard, Nextel Finance Company, Cox Communications, Inc. and Wal Mart Stores, Inc. In connection with the transaction, the Net Partnerships will merge into a subsidiary of Lexington. Lexington will issue approximately $65.0 million of securities to the sellers and assume approximately $78.0 million of mortgage financing with a weighted interest rate of approximately 8%. The partners of Net 1 L.P. and Net 2 L.P. will receive $25.5 million and $39.5 million, respectively, of the merger consideration. The limited partners will receive at least 50% of their merger consideration in Lexington's 8.5% Convertible Subordinated Debentures due 2009 ("Convertible Debentures") with up to 50% of the merger consideration payable in Lexington's common shares issued at a price not less than $11.00 per share and no greater than $13.00 per share. The Convertible Debentures are exchangeable by the holder after four years into Lexington common shares at $14.00 per share and may be redeemed by Lexington after five years with cash or with common - MORE - Financial Relations Board serves as financial relations counsel to this company, is acting on the company's behalf in issuing this bulletin and receiving compensation therefor. The information contained herein is furnished for information purposes only and is not to be construed as an offer to buy or sell securities. 2 Lexington Corporate Properties Trust Page 2 shares in the event Lexington's share price exceeds $14.00. The transaction is expected to be taxable to the limited partners. E. Robert Roskind, Lexington's Chairman and Co-Chief Executive Officer, is the controlling shareholder of the general partners of the Net Partnerships. The general partners will receive merger consideration valued on the same basis as the limited partners for their 1% ownership interest in the Net Partnerships payable in operating partnership units in a tax deferred transaction. The units, which will have economic rights comparable to the economic rights of the limited partner's merger consideration, will be convertible into Lexington common shares on a one-for-one basis at certain points in the future. Definitive terms of the transaction will be set forth in a joint consent and proxy solicitation statement and prospectus being prepared by Lexington and the Net Partnerships for regulatory review. The transaction is subject to customary closing conditions, including the approval of Lexington's shareholders and the limited partners of the Net Partnerships. Assuming the closing conditions are satisfied, the transaction is expected to close in mid-2001. This press release does not constitute an offer of any securities for sale. Lexington Corporate Properties Trust is a real estate investment trust that owns and manages office, industrial and retail properties net-leased to major corporations throughout the United States. Lexington Realty Advisors, an affiliate of Lexington, provides investment advisory services to institutional investors in the net lease area. Lexington common shares closed Tuesday, November 14, 2000 at $10.69 per share. Lexington, which pays an annualized dividend of $1.24 per share and has a current dividend yield of 11.60% based on such price, has approximately 19.2 million common and convertible preferred shares outstanding and approximately 5.7 million operating partnership units outstanding which are exchangeable into common shares on a one-for-one basis. Additional information about Lexington is available at www.lxp.com. 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. FOR MORE INFORMATION ON LEXINGTON CORPORATE PROPERTIES TRUST, VIA FAX AT NO COST, SIMPLY DIAL 1-800-PRO-INFO AND ENTER THE TICKER SYMBOL LXP. # # # -----END PRIVACY-ENHANCED MESSAGE-----