-----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, T7uOH5JPS8LJ9pSAT9T7ylqMw3p8XCmWwauxkRENVXsnhxWBcGF1pBFmj6rRhxFi 7mblGlbQtzKfmel1h7Ykjw== 0001116679-01-501053.txt : 20020412 0001116679-01-501053.hdr.sgml : 20020412 ACCESSION NUMBER: 0001116679-01-501053 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011128 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011130 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 1804227 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 body.txt LEX CORP, 11/28/01 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 28, 2001 ----------------- LEXINGTON CORPORATE PROPERTIES TRUST - -------------------------------------------------------------------------------- (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) (212) 692-7260 - -------------------------------------------------------------------------------- Registrant's telephone number, including area code Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 2. Acquisition of Assets On November 28, 2001, Lexington Corporate Properties Trust, a Maryland statutory real estate investment trust (NYSE: LXP) ("Lexington") acquired Net 1 L.P., a Delaware limited partnership, and Net 2 L.P., a Delaware limited partnership (collectively, the "Net Partnerships"), in a merger transaction (the "Merger") valued at approximately $136.8 million, following approval of the Merger by Lexington's shareholders at the special meeting held on November 28, 2001. The limited partners of each respective Net Partnership had previously consented to the Merger. Further information regarding the Merger is available in Lexington's Joint Consent and Proxy Solicitation Statement/Prospectus (the "Proxy Statement"), dated October 12, 2001. The contents of the Proxy Statement are hereby incorporated herein by reference. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Previously filed as part of the Registration Statement (as defined below) (b) Previously filed as part of the Registration Statement (c) Exhibits 99.1 Joint Consent and Proxy Solicitation Statement/Prospectus of Lexington (filed as Part I to Lexington's Registration Statement on Form S-4 (File No. 333-70790)) (the "Registration Statement").* 99.2 Press release of Lexington dated November 29, 2001.** ----------- * Incorporated by Reference ** Filed Herewith 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 hereunto duly authorized. LEXINGTON CORPORATE PROPERTIES TRUST Date: November 30, 2001 By: /s/ T. Wilson Eglin ---------------------------- T. Wilson Eglin President EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Joint Consent and Proxy Solicitation Statement/Prospectus of Lexington (filed as Part I to Lexington's Registration Statement on Form S-4 (File No. 333-70790)) (the "Registration Statement").* 99.2 Press release of Lexington dated November 29, 2001.** - ----------- * Incorporated by Reference ** Filed Herewith EX-99 3 ex99-2.txt EX. 99.2, PRESS RELEASE, DATED 11/29/01 Exhibit 99.2 Press Release Lexington Corporate Properties Trust Acquires Net 1 L.P. and Net 2 L.P. NEW YORK, Nov. 29 /PRNewswire/ -- Lexington Corporate Properties Trust (NYSE: LXP - news; "Lexington"), a real estate investment trust, today announced that it has acquired Net 1 L.P. and Net 2 L.P. (the "Net Partnerships"), in a merger transaction valued at approximately $136.8 million, following approval of the merger by Lexington's shareholders at yesterday's special meeting. The limited partners of the Net Partnerships had previously consented to the merger. The Net Partnerships own twenty-three properties in thirteen states, which generate annualized net revenues of approximately $14.9 million. The properties have a remaining weighted average lease term of approximately 9.1 years and are net-leased to eighteen tenants, including Hewlett Packard, Nextel Finance Company, Cox Communications, Inc., and Wal Mart Stores, Inc. In connection with the transaction, Lexington assumed approximately $72.9 million of mortgage financing with a weighted average interest rate of 7.5% and will issue 2,144,000 common shares, 45,000 operating partnership units and $31.6 million of cash. The common share and operating partnership unit issue price was $14.49 per share, which equals the average of Lexington's common share closing price for the previous twenty trading days prior to the effective date of the merger. Lexington will satisfy the cash portion of the transaction and retire $9.9 million in assumed debt with cash balances and by drawing $36.5 million on its unsecured credit line. Comments From Management T. Wilson Eglin, Lexington's President and Chief Operating Officer, said, "We are very pleased to announce the closing of a large acquisition that complements our portfolio diversification, adds tenants in new business lines and increases our cash available for distribution. Including this acquisition, we have increased our equity base by approximately $100 million in 2001. This balance sheet strength gives us the financial flexibility to take advantage of favorable acquisition opportunities as they arise." 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, Inc., an affiliate of Lexington, provides investment advisory and asset management services to investors in the net lease area. Lexington common shares closed Wednesday, November 28, 2001 at $14.75 per share. Lexington's current annualized dividend is $1.28 per share and it has approximately 31.8 million convertible preferred shares, common shares and operating partnership units outstanding, including the common shares and operating partnership units to be issued in the Net Partnership acquisition. 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. -----END PRIVACY-ENHANCED MESSAGE-----