-----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, M0OnTh43inn6akz+IzJPN4i3g4FuSHUaGa906MuHmetD6UGeezRSCvAm0mWKJ90z o254KpSEljkThxcHp/ddoA== 0001116679-03-001564.txt : 20030610 0001116679-03-001564.hdr.sgml : 20030610 20030610142435 ACCESSION NUMBER: 0001116679-03-001564 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030610 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105977 FILM NUMBER: 03738853 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 S-3 1 lexs3.txt As filed with the Securities and Exchange Commission on June 10, 2003 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- LEXINGTON CORPORATE PROPERTIES TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 13-3717318 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 355 Lexington Avenue New York, NY 10017 (212) 692-7260 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
T. Wilson Eglin With copies to: Chief Executive Officer, Barry A. Brooks, Esq. President and Chief Operating Mark Schonberger, Esq. Officer Paul, Hastings, Janofsky & Walker LLP Lexington Corporate Properties Trust 75 East 55th Street 355 Lexington Avenue New York, New York 10022 New York, NY 10017 (212) 318-6000 (212) 692-7260 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. ------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.|X| 333-49351 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier Registration Statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| -------------------
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Proposed Maximum Proposed Maximum Title of each class of securities Amount to Be Offering Price Aggregate Amount of to be registered Registered Per Unit Offering Price Registration Fee ==================================================================================================================================== Preferred shares of beneficial interest, par value $.0001 per share $13,300,700(1) (2) $13,300,700 $1,077.36 (3) ====================================================================================================================================
(1) There are being registered hereunder an indeterminate number of preferred shares of beneficial interest as may be issued by the registrant from time to time. Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, the amount of securities being registered hereunder represents no more than 20% of the $66,503,500 of unsold debt securities, preferred shares of beneficial interest and common shares of beneficial interest which were previously registered under a Registration Statement on Form S-3 (File No. 333-49351) filed by the registrant with the Securities and Exchange Commission. (2) The proposed maximum offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. (3) The registration fee has been calculated in accordance with Rule 457 (o) under the Securities Act of 1933, as amended. A total of $250,000,000 of debt securities, preferred shares of beneficial interest and common shares of beneficial interest were previously registered under a Registration Statement on Form S-3 (File No. 333-49351) filed by the registrant with the Securities and Exchange Commission, of which $66,503,500 remain unsold as of the date hereof. The registration fee of $19,618 associated with such securities was previously paid. ================================================================================ Incorporation of Certain information by Reference This Registration Statement on Form S-3 of Lexington Corporate Properties Trust is being filed with respect to the registration of an additional 532,028 preferred shares of beneficial interest pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933, as amended. In accordance with General Instruction IV of Form S-3, this Registration Statement incorporates by reference the contents of the previously filed Registration Statement on Form S-3 of Lexington Corporate Properties Trust (File No. 333-49351), including each of the documents filed by Lexington Corporate Properties Trust with the Securities and Exchange Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. Such previously filed Registration Statement was filed with the Securities and Exchange Commission on April 3, 1998, was thereafter declared effective by the Securities and Exchange Commission and remains effective as of the date of this filing. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 10, 2003. LEXINGTON CORPORATE PROPERTIES TRUST By: /s/ T. Wilson Eglin T. Wilson Eglin Chief Executive Officer, President and Chief Operating Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints T. Wilson Eglin and E. Robert Roskind, jointly and severally, his attorneys-in-fact, each with power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, to file the same, with the exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
- ---------------------------------------------------------------------------------------------------------------------- Signature Capacity Date --------- -------- ---- - ---------------------------------------------------------------------------------------------------------------------- /s/ E. Robert Roskind - ---------------------------------------- Chairman of the Board and Trustee June 10, 2003 E. Robert Roskind - ---------------------------------------------------------------------------------------------------------------------- /s/ Richard J. Rouse - ---------------------------------------- Chief Investment Officer, Vice June 10, 2003 Richard J. Rouse Chairman of the Board and Trustee - ---------------------------------------------------------------------------------------------------------------------- /s/ T. Wilson Eglin - ---------------------------------------- Chief Executive Officer, President, June 10, 2003 T. Wilson Eglin Chief Operating Officer and Trustee - ----------------------------------------- -------------------------------------- ------------------------------------- /s/ Patrick Carroll - ---------------------------------------- Chief Financial Officer, Executive June 10, 2003 Patrick Carroll Vice President and Treasurer - ---------------------------------------------------------------------------------------------------------------------- /s/ Paul R. Wood - ---------------------------------------- Vice President, Chief Accounting June 10, 2003 Paul R. Wood Officer and Secretary - ----------------------------------------- -------------------------------------- ------------------------------------- /s/ Geoffrey Dohrmann - ---------------------------------------- Trustee June 10, 2003 Geoffrey Dohrmann - ---------------------------------------------------------------------------------------------------------------------- /s/ Carl D. Glickman - ---------------------------------------- Trustee June 10, 2003 Carl D. Glickman - ---------------------------------------------------------------------------------------------------------------------- /s/ Kevin Lynch - ---------------------------------------- Trustee June 10, 2003 Kevin Lynch - ----------------------------------------- -------------------------------------- ------------------------------------- /s/ Jack A. Shaffer - ---------------------------------------- Trustee June 10, 2003 Jack A. Shaffer - ---------------------------------------------------------------------------------------------------------------------- /s/ Seth M. Zachary - ---------------------------------------- Trustee June 10, 2003 Seth M. Zachary - ----------------------------------------------------------------------------------------------------------------------
EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- 5.1 Opinion of Piper Rudnick LLP regarding the legality of the securities being registered 23.1 Consent of Piper Rudnick LLP (included as part of Exhibit 5.1) 23.2 Consent of KPMG LLP 24 Power of Attorney (included on signature page hereto) EX-5 3 ex5-1.txt OPINION OF PIPER RUDNICK LLP EXHIBIT 5.1 [LETTER HEAD OF PIPER RUDNICK LLP] 6225 Smith Avenue Baltimore, Maryland 21209-3600 Main 410.580.3000 fax 410.580.3001 June 10, 2003 LEXINGTON CORPORATE PROPERTIES TRUST 355 Lexington Avenue New York, New York 10017 Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have acted as special Maryland counsel to Lexington Corporate Properties Trust, a Maryland statutory real estate investment trust (the "Trust"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") to be filed by the Trust with the Securities and Exchange Commission (the "Commission") on or about June 10, 2003 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), with respect to the additional registration of its preferred shares of beneficial interest, par value $.0001 per share, having a maximum aggregate offering price of $13,300,700 (the "Preferred Shares"), such Preferred Shares being of the same class as previously registered pursuant to the Registration Statement on Form S-3 (Registration No. 333-49351) filed by the Trust with the Commission on April 3, 1998 (the "Prior Registration Statement"). The Registration Statement provides that the Preferred Shares may be offered separately or together, in separate series, in amounts, at prices, and on terms to be set forth in one or more supplements (each a "Prospectus Supplement") to the prospectus which forms a part of the Prior Registration Statement and is incorporated by reference into the Registration Statement (the "Prospectus"). This opinion is being provided at your request in connection with the filing of the Registration Statement. In rendering the opinion expressed herein, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the following documents: (a) The Registration Statement and the Prior Registration Statement. (b) The Trust's Declaration of Trust and By-Laws, both as amended to date. (c) A short-form good standing certificate for the Trust, dated a recent date, issued by the Maryland State Department of Assessments and Taxation. Piper Rudnick LLP o In Illinois, Piper Rudnick, an Illinois General Partnership LEXINGTON CORPORATE PROPERTIES TRUST June 10, 2003 Page 2 (d) An Officer's Certificate (the "Certificate") of the Trust, dated the date hereof, as to certain factual matters. (e) Such other documents as we have considered necessary to the rendering of the opinions expressed below. In our examination of the aforesaid documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), and the accuracy and completeness of all public records reviewed by us. In making our examination of documents executed by parties other than the Trust, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder, and we have also assumed the due authorization by all requisite action, corporate or other, and the valid execution and delivery by such parties of such documents and the validity, binding effect, and enforceability thereof with respect to such parties. As to any facts material to this opinion which we did not independently establish or verify, we have relied solely upon the Certificate. We further assume that: (a) The issuance, sale, amount, and terms of the Preferred Shares to be offered from time to time by the Trust will be authorized and determined by proper action of the Board of Trustees of the Trust (each, a "Board Action") in accordance with the Trust's Declaration of Trust, By-Laws and Articles Supplementary and applicable Maryland law, in each case so as not to result in a default under or breach of any agreement or instrument binding upon the Trust and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Trust. (b) Prior to the issuance of any of the Preferred Shares, there will exist, under the Trust's Declaration of Trust, the requisite number of authorized but unissued Preferred Shares (and securities of any class of the Trust into which any Preferred Shares may be convertible), and that all actions necessary to the creation and designation of any such Preferred Shares (and securities of any class of the Trust into which any Preferred Shares may be convertible), whether by amendment of the Trust's Declaration of Trust, or by classification or reclassification of existing capital stock and the filing of Articles Supplementary, will have been taken. (c) Appropriate certificates representing the Preferred Shares will be executed and delivered upon issuance and sale of any Preferred Shares, and will LEXINGTON CORPORATE PROPERTIES TRUST June 10, 2003 Page 3 comply with the Trust's Declaration of Trust and By-Laws and applicable Maryland law. (d) The underwriting agreements for offerings of the Preferred Shares (each, an "Underwriting Agreement," and collectively, the "Underwriting Agreements") will be valid and legally binding contracts that conform to the description thereof set forth in the applicable Prospectus Supplement. Based upon the foregoing, subject to the additional assumptions, qualifications, and limitations below, having regard for such legal considerations as we deem relevant, and limited in all respects to applicable Maryland law, we are of the opinion and advise you that when a series of the Preferred Shares (and securities of any class of the Trust into which any Preferred Shares may be convertible) has been duly authorized and established in accordance with the applicable Board Action, the terms of the Trust's Declaration of Trust, Articles Supplementary and By-Laws, and applicable law, and, upon issuance and delivery of certificates for shares of such series of the Preferred Shares against payment therefor in accordance with the terms and provisions of such Board Action, the Registration Statement (as declared effective under the Act), any applicable Prospectus Supplement and, if applicable, an Underwriting Agreement, the Preferred Shares represented by such certificates will be duly authorized, validly issued, fully paid, and nonassessable. In addition to the qualifications set forth above, the opinion set forth herein is subject to additional assumptions, qualifications, and limitations as follows: (a) This opinion concerns only the effect of the corporate laws of the State of Maryland as currently in effect. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if any facts or circumstances come to our attention after the date hereof that might change this opinion. (b) We express no opinion as to compliance with the securities (or "blue sky") laws of the State of Maryland. (c) This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the Prospectus in the Prior Registration Statement which is incorporated into the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ PIPER RUDNICK LLP EX-23 4 ex23-2.txt EX. 23.2 CONSENT OF KPMG LLP Exhibit 23.2 ACCOUNTANTS' CONSENT The Shareholders Lexington Corporate Properties Trust: We consent to the use of our report dated January 28, 2003, except as to note 18 which is as of March 15, 2003, with respect to the consolidated financial statements and related consolidated financial statement schedule, included in Lexington Corporate Properties Trust's Annual Report on Form 10-K for the year ended December 31, 2002, incorporated by reference in this Form S-3 Registration Statement and to the reference to our firm under the heading "Experts" in the Form S-3 Registration Statement. /s/ KPMG LLP New York, New York June 10, 2003 -----END PRIVACY-ENHANCED MESSAGE-----