-----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, KDGyInII+hznhWDAM6xkQQwcR5Y5paOEzmLbq1we+HE5e2Ee+7j8/ARz3O/7giA3 UjuPVLETJvRyURkI5Xr4+Q== 0001116679-04-001697.txt : 20040812 0001116679-04-001697.hdr.sgml : 20040812 20040812170437 ACCESSION NUMBER: 0001116679-04-001697 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040812 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 04971024 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 10-Q/A 1 lex10qa.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2004 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition period from _________________ to ________________ Commission File Number 1-12386 LEXINGTON CORPORATE PROPERTIES TRUST ________________________________________________ (Exact name of registrant as specified in its charter) Maryland 13-3717318 ______________________________ ________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 355 Lexington Avenue New York, NY 10017 ______________________________ ___________ (Address of principal executive offices) (Zip code) (212) 692-7200 _________________________________________ (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x . No ---- ---- Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act). Yes x . No . ---- ---- Indicate the number of shares outstanding of each of the registrant's classes of common shares, as of the latest practicable date: 48,316,079 common shares, par value $.0001 per share on August 4, 2004. EXPLANATORY NOTE Lexington Corporate Properties Trust (the "Company") files this Amendment No. 1 on Form 10-Q/A to amend its Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as filed with the Securities and Exchange Commission on August 9, 2004 (the "Quarterly Report"). In this Amendment No. 1, the Company hereby amends Part II, Item 4 of its Quarterly Report to correct the disclosure of the number of "withheld" votes in connection with the election of E. Robert Roskind and T. Wilson Eglin as trustees of the Company at the Company's 2004 Annual Meeting of Shareholders held on May 26, 2004. Due to a typographical error, the number of "withheld" votes for Mr. Roskind was incorrectly disclosed as 425,034 and should have been disclosed as 452,034 and the number of "withheld" votes for Mr. Eglin was incorrectly disclosed as 444,690 and should have been disclosed as 446,690. No other changes are made to the Quarterly Report. 2 PART II - OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders. At the Company's 2004 Annual Meeting of Shareholders held on May 26, 2004, the following action was taken: The shareholders elected nine individuals nominated to serve as trustee of the Company until the 2005 Annual Meeting of Shareholders, as set forth in Proposal No. 1 in the Company's Notice of Annual Meeting of Shareholders and Proxy Statement for the 2004 Annual Meeting of Shareholders. The nine individuals elected, and the number of votes cast for, or withheld, with respect to each of them follows: Nominee for Trustee For Withhold ------------------- --- -------- E. Robert Roskind 43,042,071 452,034 Richard J. Rouse 43,047,631 446,474 T. Wilson Eglin 43,047,415 446,690 Geoffrey Dohrmann 43,114,458 379,647 Carl D. Glickman 43,198,896 295,209 James Grosfeld 43,224,645 269,460 Kevin W. Lynch 43,137,479 356,626 Stanley R. Perla 43,136,134 357,971 Seth M. Zachary 41,807,389 1,686,716 ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 Certification of Chief Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 31.2 Certification of Chief Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). (b) Reports on Form 8-K filed and/or furnished during the quarter ended June 30, 2004 Form 8-K (filed April 1, 2004) Form 8-K (filed May 4, 2004) Form 8-K (filed June 15, 2004) 3 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. Lexington Corporate Properties Trust Date: August 12, 2004 By: /s/ T. Wilson Eglin --------------- -------------------------------------------- T. Wilson Eglin Chief Executive Officer, President and Chief Operating Officer Date: August 12, 2004 By: /s/ Patrick Carroll --------------- -------------------------------------------- Patrick Carroll Chief Financial Officer, Executive Vice President and Treasurer EX-31 2 ex31-1.txt EX. 31.1: CEO SECTION 302 CERTIFICATION Exhibit 31.1 CERTIFICATION ------------- I, T. Wilson Eglin, Chief Executive Officer of Lexington Corporate Properties Trust (the "Company"), certify that: 1. I have reviewed this quarterly report on Form 10-Q of the Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report; 4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the Audit Committee of Company's board of trustees (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. /s/ T. Wilson Eglin - ---------------------------------- T. Wilson Eglin Chief Executive Officer August 12, 2004 EX-31 3 ex31-2.txt EX. 31.2: CFO SECTION 302 CERTIFICATION Exhibit 31.2 CERTIFICATION ------------- I, Patrick Carroll, Chief Financial Officer of Lexington Corporate Properties Trust (the "Company"), certify that: 1. I have reviewed this quarterly report on Form 10-Q of the Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report; 4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the Audit Committee of Company's board of trustees (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. /s/ Patrick Carroll - ---------------------------------- Patrick Carroll Chief Financial Officer August 12, 2004 EX-32 4 ex32-1.txt EX. 32.1: CEO SECTION 906 CERTIFICATION Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Lexington Corporate Properties Trust (the "Company") on Form 10-Q for the period ending June 30, 2004, as amended to date (the "Report"), I, T. Wilson Eglin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ T. Wilson Eglin - ---------------------------------- T. Wilson Eglin Chief Executive Officer August 12, 2004 EX-32 5 ex32-2.txt EX. 32.2: CFO SECTION 906 CERTIFICATION Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Lexington Corporate Properties Trust (the "Company") on Form 10-Q for the period ending June 30, 2004, as amended to date (the "Report"), I, Patrick Carroll, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Patrick Carroll - ---------------------------------- Patrick Carroll Chief Financial Officer August 12, 2004 -----END PRIVACY-ENHANCED MESSAGE-----