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