-----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, MdvmDbWy2IEeZa336ozNtgIZRrsNgImm5wGzStHxLIG9MpthXmmKt148jZdtnx9v d6D1o8+6Q18T88OtAYbAug== 0001116679-01-500981.txt : 20020410 0001116679-01-500981.hdr.sgml : 20020410 ACCESSION NUMBER: 0001116679-01-500981 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20011109 SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 1779496 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 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 PROXY CARD LETTER Filed by Lexington Corporate Properties Trust Pursuant to Rule 425 under the Securities Act of 1933 and Rule 14(a)-6 under the Securities Exchange Act of 1934 Subject Company: Lexington Corporate Properties Trust Commission File No.: 1-12386 November 9, 2001 Dear Shareholder: We recently mailed you material relative to the proxy solicitation of the shareholders regarding the proposed transaction with Net 1 L.P. and Net 2 L.P. As of this writing, our records indicate that we have not yet received your signed proxy card. We invite you to vote on the proposals because it is important that your interests in Lexington be represented. In the event that the original proxy card has been misplaced, we are enclosing for your use a duplicate card and return envelope. You may also vote your proxy via telephone or by using the internet as directed in the enclosed voting instruction form. If needed, additional copies of the original material may be obtained from the solicitation agent, Mellon Investor Services, at (800) 279-1247. Sincerely, /s/ Paul R. Wood ------------------ Paul R. Wood Secretary ================================================================================ 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 PROXY CARD LEXINGTON CORPORATE PROPERTIES TRUST 2001 SPECIAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES As a holder of common shares of Lexington Corporate Properties Trust, I hereby appoint Patrick Carroll and Paul R. Wood proxies, with full power of substitution and with power to act without the other, and hereby authorize them to represent and to vote, as designated below, all the common shares held of record by me on October 12, 2001 at the Special Meeting of Shareholders to be held on November 28, 2001, and at any adjournments thereof, as if I were present and voting at the meeting. ................................................................................ -FOLD AND DETACH HERE- - ------------------------------------------------------------------------------- THE BOARD OF TRUSTEES OF LEXINGTON CORPORATE PROPERTIES TRUST RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF EACH OF THE PROPOSALS SET FORTH BELOW Please mark [x] your votes as indicated in this example 1. MERGER AGREEMENTS. APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, AS AMENDED, PURSUANT TO WHICH EACH OF NET 1 L.P. AND NET 2 L.P., RESPECTIVELY, 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. FOR AGAINST ABSTAIN [ ] [ ] [ ] 2. ARTICLES OF AMENDMENT OF DECLARATION OF TRUST. APPROVAL AND ADOPTION OF THE ARTICLES OF AMENDMENT PURSUANT TO WHICH THE DECLARATION OF TRUST OF LEXINGTON CORPORATE PROPERTIES TRUST WILL BE AMENDED TO INCREASE THE NUMBER OF COMMON SHARES WHICH LEXINGTON CORPORATE PROPERTIES TRUST HAS THE AUTHORITY TO ISSUE FROM 40,000,000 COMMON SHARES TO 80,000,000 COMMON SHARES. FOR AGAINST ABSTAIN [ ] [ ] [ ] 3. ADJOURNMENT OF MEETING. TO CONSIDER AND VOTE UPON A PROPOSAL TO ADJOURN THE SPECIAL MEETING TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSED MERGERS AND THE PROPOSED AMENDMENT OF THE DECLARATION OF TRUST. FOR AGAINST ABSTAIN [ ] [ ] [ ] 4. OTHER BUSINESS. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS OF THE SPECIAL MEETING. FOR AGAINST ABSTAIN [ ] [ ] [ ] I hereby revoke any other proxy or proxies heretofore given to vote or act with respect to my common shares of Lexington Corporate Properties Trust, and hereby ratify and confirm all action the herein named proxies, their substitutes, or any of them may lawfully take by virtue of this proxy. If property executed, the common shares represented by this proxy will be voted as directed by the shareholder. Where no direction is given when the duly executed proxy is returned, such shares will be voted "For" the proposals set forth on this proxy. Whether or not you expect to attend the meeting, you are urged to execute and return this proxy, which may be revoked at any time prior to its use. Faxed and mailed proxies will be received until the commencement of the special meeting, or any adjourned meeting. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK. Signature ____________________ Signature __________________________ Date ______ 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. - -------------------------------------------------------------------------------- * FOLD AND DETACH HERE * -----END PRIVACY-ENHANCED MESSAGE-----