-----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, RYJgln4nsVnV37t7OZ8mKtxisc88VhJqfDR4L06ZDC5oOcCncEyFG++4EyWFiEKL uRNp4PACAfAuRKAVhOke7g== 0001116679-04-002064.txt : 20041005 0001116679-04-002064.hdr.sgml : 20041005 20041005142153 ACCESSION NUMBER: 0001116679-04-002064 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041005 DATE AS OF CHANGE: 20041005 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: 041065476 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 lex8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) September 30, 2004 ------------------------- Lexington Corporate Properties Trust - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Maryland - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-12386 13-3717318 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) One Penn Plaza, Suite 4015 New York, New York 10119-4015 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (212) 692-7200 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. On September 30, 2004, Lexington Corporate Properties Trust (the "Trust") entered into an amendment (the "Amendment") to its joint venture agreement with Clarion Lion Properties Fund, LLC ("Lion Fund"). The Amendment provides for the Trust and the Lion Fund to contribute an additional $25.7 million and $60 million, respectively, for a total equity commitment of $185.7 million. Attached to this Form 8-K (and incorporated herein by reference) is a copy of Amendment. Item 9.01. Financial Statements and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits 10.1 Second Amendment to Limited Partnership Agreement of Lexington/Lion Venture L.P. (the "Partnership Agreement") dated September 30, 2004. 99.1 Press Release of the Trust dated October 4, 2004, announcing the amendment to the Partnership Agreement. 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: October 5, 2004 By: /s/ Patrick Carroll ------------------------------- Patrick Carroll Chief Financial Officer EX-10 2 ex10-1.txt EX. 10.1 - 2ND AMDT TO LP AGREEMENT Exhibit 10.1 Execution Copy SECOND AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF LEXINGTON/LION VENTURE L.P. This SECOND AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF LEXINGTON/LION VENTURE L.P., dated September 30, 2004 and effective as of August 11, 2004 (this "Amendment"), is made and entered into by and among Lexington Corporate Properties Trust, a Maryland real estate investment trust ("LXP"), LXP GP, LLC, a Delaware limited liability company ("LXP GP"), CLPF-LXP/LV, L.P., a Delaware limited partnership (the "Fund"), and CLPF-LXP/Lion Venture GP, LLC, a Delaware limited liability company (the "Fund GP"). Unless otherwise defined, all defined terms used herein shall have such meaning ascribed such terms in the Partnership Agreement. WHEREAS, Lexington/Lion Venture L.P., a Delaware limited partnership (the "Partnership") is governed by that certain Limited Partnership Agreement, dated and effective as of October 1, 2003, by and among LXP, as a limited partner of the Partnership, LXP GP, as a general partner of the Partnership, the Fund, as a limited partner of the Partnership, and the Fund GP, as a general partner of the Partnership, (the "Partnership Agreement"); WHEREAS, the Partnership Agreement was amended by that certain First Amendment to the Partnership Agreement, dated as of December 4, 2003; WHEREAS, pursuant to Section 12.12 of the Partnership Agreement, the Partnership Agreement may not be amended without the written consent of all of the Partners; and WHEREAS, the parties hereto, constituting all of the Partners, desire to amend the Partnership Agreement in the manner set forth herein. NOW, THEREFORE, the Partners, effective for all purposes as of the date hereof, hereby amend the Partnership Agreement as follows. 1. Amendment to Section 3.8(a) - Limitation on Partnership Indebtedness. Section 3.8 of the Partnership Agreement is hereby amended by deleting the figure "$150,000,000" and replacing it with "$277,500,000." [Remainder of Page Intentionally Left Blank] 2. Amendment to Schedule 1 - Names and Capital Commitments of Partners. Schedule 1 of the Partnership Agreement is hereby amended by deleting it in its entirety and replacing it with: SCHEDULE 1 Names and Capital Commitments of Partners ----------------------------------------- Partner Name Capital Commitment Percentage ------------ ------------------ ---------- Interest -------- Lexington Corporate Properties Trust $55,435,713.57 29.85% LXP GP, LLC $278,571.43 .15% CLPF-LXP/LV, L.P. $129,350,000.00 69.65% CLPF-LXP/Lion Ventre GP, LLC $650,000.00 .35% 3. Amendment to Paragraph 12(a)(ii)(z) of Schedule 5 - Calculation of Purchase Price. Paragraph 12(a)(ii)(z) of Schedule 5 of the Partnership Agreement is hereby amended by deleting the figure "$19.00" and replacing it with "$19.98." 4. Ratification and Confirmation of the Partnership Agreement; No Other Changes. Except as modified by this Amendment, the Partnership Agreement is hereby ratified and affirmed in all respects. Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provision of the Partnership Agreement, other than as stated above. 5. Further Assurances. Each of the parties hereto covenants and agrees to promptly take such action, and to cause such party's affiliates to promptly take such action, as may be reasonably required to effectively carry out the intent and purposes of this Amendment. 6. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to the provisions, policies or principles thereof relating to choice or conflict of laws. 7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [Signature Page Follows] 2 IN WITNESS WHEREOF, this Amendment is executed effective as of the date first set forth above. LXP GP ------ LXP GP LLC By:/s/ Patrick Carroll ---------------------------------- Name: Patrick Carroll Title: Executive Vice President LXP --- LEXINGTON CORPORATE PROPERTIES TRUST By:/s/ Patrick Carroll ---------------------------------- Name: Patrick Carroll Title: Executive Vice President THE FUND GP ----------- CLPF-LXP/LION VENTURE GP, LLC By: CLPF-LXP/LV, L.P., a Delaware limited partnership, its sole member By: CLPF-LXP/LV GP, LLC, a Delaware limited partnership, its general partner By: Clarion Lion Properties Fund Holdings, L.P., a Delaware limited partnership, its sole member By: CLPF-Holdings, LLC, a Delaware limited liability company, its general partner By: Clarion Lion Properties Fund Holdings REIT, LLC, a Delaware limited liability company, its sole member By: Clarion Lion Properties Fund, LLC, a Delaware limited liability company, its managing member By: Clarion Partners LLC, a New York limited liability company, its manager By: /s/ Patrick Goulding ------------------------------ Name: Patrick Goulding Title: Authorized Signatory THE FUND -------- CLPF-LXP/LV, L.P. By: CLPF-LXP/LV GP, LLC, a Delaware limited partnership, its general partner By: Clarion Lion Properties Fund Holdings, L.P., a Delaware limited partnership, its sole member By: CLPF-Holdings, LLC, a Delaware limited liability company, its general partner By: Clarion Lion Properties Fund Holdings REIT, LLC, a Delaware limited liability company, its sole member By: Clarion Lion Properties Fund, LLC, a Delaware limited liability company, its managing member By: Clarion Partners LLC, a New York limited liability company, its manager By: /s/ Patrick Goulding ---------------------------------- Name: Patrick Goulding Title: Authorized Signatory EX-99 3 ex99-1.txt EX. 99.1: PRESS RELEASE Exhibit 99.1 [FINANCIAL RELATIONS BOARD LOGO] [news logo] RE: LEXINGTON CORPORATE PROPERTIES TRUST ONE PENN PLAZA SUITE 4015 NEW YORK, NY 10119 FOR FURTHER INFORMATION: AT THE COMPANY: AT FINANCIAL RELATIONS BOARD: Patrick Carroll Diane Hettwer Tim Grace Chief Financial Officer Analyst Inquiries Media Inquiries (212) 692-7200 (312) 640-6760 (312) 640-6667 FOR IMMEDIATE RELEASE MONDAY, OCTOBER 4, 2004 LEXINGTON CORPORATE PROPERTIES TRUST EXPANDS JOINT VENTURE WITH CLARION PROPERTIES FUND New York, NY - October 4, 2004 - Lexington Corporate Properties Trust (NYSE:LXP), a real estate investment trust ("Lexington"), today announced that it has expanded its joint venture program (the "Joint Venture") with Clarion Lion Properties Fund, LLC ("Lion Fund") which invests in single-tenant net-leased real estate throughout the United States. Lexington and the Lion Fund plan to contribute an additional $25.7 million and $60 million, respectively, to the Joint Venture. The new commitments bring the total equity committed to the Joint Venture to $185.7 million and increase its acquisition capacity by approximately $210 million, assuming 60% mortgage financing. Comments From Management E. Robert Roskind, Chairman of Lexington, commented, "We are very pleased that our net-lease investment strategy continues to receive strong institutional endorsement. We believe that our joint venture strategy helps us create shareholder value, enhance our portfolio diversification, increase our acquisition volume and generate higher returns on equity. Our relationship with ING Clarion has proven to be mutually beneficial, and this increased commitment level is a testament to our combined success." About Lexington 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 also provides investment advisory and asset management services to investors in the net lease area. Lexington common shares closed Monday, October 4, 2004 at $22.24 per share. Lexington pays an annualized dividend of $1.40 per share. 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 Lexington's control which may cause actual results, performance or achievements of Lexington 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 Lexington's periodic filings with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----