-----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, AX0vFib5OYMttG2UPavosUg7ulcI4D/iNTBgMDWOget0R/QljgrkejRQbyPtSb8q RwJoELBhmELvEc41RoKXrQ== 0001116679-04-002223.txt : 20041104 0001116679-04-002223.hdr.sgml : 20041104 20041104170610 ACCESSION NUMBER: 0001116679-04-002223 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041029 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Amendments to the Registrant.s Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041104 DATE AS OF CHANGE: 20041104 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: 041120349 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 comb.txt OCTOBER 29, 2004 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) October 29, 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 October 29, 2004, Lex GP-1 Trust, a wholly-owned subsidiary of Lexington Corporate Properties Trust (the "Trust") and general partner of Lepercq Corporate Income Fund L.P. ("LCIF"), entered into the Fourth Amendment (the "Amendment") to the Fifth Amended and Restated Limited Partnership Agreement of LCIF, dated as of December 31, 1996, as amended by Amendment No. 1 thereto dated as of December 31, 2000, by First Amendment thereto effective as of June 19, 2003, by Second Amendment thereto effective as of June 30, 2003, and by Third Amendment thereto effective as of December 31, 2003 (the "LCIF Partnership Agreement"). The purpose of the amendment is to reflect the admission of certain limited partners as a result of an exchange of certain minority limited partnership interests in an indirect subsidiary of the Trust for partnership units of LCIF (the "Transaction"). E. Robert Roskind, Chairman of the Trust, and Richard J. Rouse, Vice Chairman and Chief Investment Officer of the Trust, participated in the Transaction. Attached to this report on Form 8-K (and incorporated herein by reference) is a copy of the Amendment. Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. The Trust's Audit Committee concluded that the Transaction is fair to the Trust and in the best interests of the Trust and its shareholders, and approved the Transaction. In connection with this approval, the Audit Committee waived the conflict of interest provisions of the Trust's Code of Ethics and Business Conduct as they apply to Mr. Roskind and Mr. Rouse and their involvment in the Transaction. Item 8.01. Other Events. On November 2, 2004, the Trust issued a press release (the "Press Release") providing details of its lease with VarTec Telecom, Inc. ("VarTec"). A copy of the Press Release is furnished as Exhibit 99.1 to this report on Form 8-K. On November 2, 2004, the Trust issued a correction to the Press Release (the "Correction"). A copy of the Correction is furnished as Exhibit 99.2 to this report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits 10.1 Fourth Amendment to the LCIF Partnership Agreement. 99.1 Press Release issued November 2, 2004. 99.2 Correction issued November 2, 2004. 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 4, 2004 By: /s/ Patrick Carroll -------------------------------- Patrick Carroll Chief Financial Officer Exhibit Index Exhibit Number Description -------------- ----------- 10.1 Fourth Amendment to the LCIF Partnership Agreement. 99.1 Press Release issued November 2, 2004. 99.2 Correction issued November 2, 2004. EX-10 2 ex10-1.txt EX. 10.1 - 4TH AMDT TO 5TH AMD & REST LP AG Exhibit 10.1 FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEPERCQ CORPORATE INCOME FUND L.P. This FOURTH AMENDMENT TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEPERCQ CORPORATE INCOME FUND L.P. (this "Amendment") is made and entered into on and effective as October 28, 2004, by Lex GP-1 Trust, as general partner. A. Lepercq Corporate Income Fund L.P., a Delaware limited partnership (the "Partnership"), is governed by that certain Fifth Amended and Restated Agreement of Limited Partnership, dated as of December 31, 1996, as amended by Amendment No. 1 thereto dated as of December 31, 2000, by First Amendment thereto effective as of June 19, 2003, by Second Amendment thereto effective as of October June 30, 2003, and by Third Amendment thereto effective as of December 31, 2003 (the "Agreement"). Unless otherwise defined, all capitalized terms used herein shall have such meaning ascribed such terms in the Agreement. B. Lex GP-1 Trust, a Delaware statutory trust, is the General Partner of the Partnership. C. Pursuant to Sections 4.2(A), 12.1, 12.2, 14.1(B)(2) of the Agreement, the General Partner has the power, without the consent of any other Partner to amend the Agreement as may be required to reflect the admission of Partners in accordance with the Agreement. NOW, THEREFORE, pursuant to the authority granted to the General Partner in the Agreement, the General Partner amends the agreement as follows: 1. Exhibit A. Exhibit A of the Agreement is hereby amended by adding the Montgomery Limited Partners Supplement attached as Exhibit 1 hereto to the end of Exhibit A of the Agreement, for the purposes of admitting the Montgomery Limited Partners as Partners of the Partnership with the rights and obligations of Additional Limited Partners. 2. Miscellaneous. Except as amended hereby, the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the General Partner has executed this Amendment on behalf of the Partnership in accordance with the provisions of Sections 4.2(A), 12.1, 12.2 and 14.1(B) of the Agreement as of the date first written above. GENERAL PARTNER: LEX GP-1 TRUST By /s/ Patrick Carroll ----------------------------------- Name: Patrick Carroll Title: Executive Vice President Exhibit 1 --------- Montgomery Limited Partners Supplement As a result of the contribution of the interests in Barnhech Montgomery Limited Partnership ("Montgomery") on October 28, 2004, the General Partner pursuant to Section 4.2.A and Sections 14.1.B(2) and 14.1.B(3) of this Agreement has authorized the issuance of Partnership Units to those former limited partners of Montgomery (the "Montgomery Limited Partners") electing to contribute all of their interests to the Partnership. Each Montgomery Limited Partner shall receive the number of Partnership Units specified below. For purposes of applying the terms and conditions of the Agreement, each Montgomery Limited Partner shall be a Partner of the Partnership with the rights and obligations of Additional Limited Partners. Notwithstanding Section 5.1.A of the Agreement, each Montgomery Limited Partner shall be entitled to receive distributions with respect to each Partnership Unit equal to the cash dividend payable with respect to each share of REIT Shares, determined at the time of each quarterly distribution beginning with the distribution payable to shareholders of record of LXP in November, 2004. Partnership taxable income shall be specially allocated to each Montgomery Limited Partner in an amount equal to, but not in excess of, the cash distributed to each such Montgomery Limited Partner; provided, however, that each such Montgomery Limited Partner shall be allocated taxable income as otherwise required in Exhibit B and C of the Partnership Agreement. For purposes of Section 8.4 of the Partnership Agreement, beginning on May 1, 2006, and on each August 1st, November 1st, February 1st, and May 1st thereafter (each a "Notice Date"), each Montgomery Limited Partner shall have the right (the "Montgomery Limited Partner Redemption Right") to require the Partnership to redeem on a Specified Redemption Date the Partnership Units held by such Montgomery Limited Partner for the Redemption Amount to be delivered by the Partnership; provided, however, that each Montgomery Limited Partner must convert a number of Partnership Units equal to at least the lesser of (i) 1,000 Partnership Units, or (ii) all of the Partnership Units held by such partner. The Montgomery Limited Partner Redemption Right shall be exercised pursuant to a Notice of Redemption (substantially in the form of Exhibits D-1 through D-4) delivered to the General Partner and LXP on a Notice Date by the Montgomery Limited Partner who is exercising its Montgomery Limited Partner Redemption Right (the "Montgomery Redeeming Partner"). The Montgomery Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid after the Specified Redemption Date. The Partnership covenants to cause the registration of any REIT Shares issued in connection with a redemption in such a manner as is required so that the REIT Shares issued in Exhibit 1-1 connection with such redemption are freely transferable. The Assignee of any Montgomery Limited Partner may exercise the redemption rights of such Montgomery Limited Partner, and such Montgomery Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Montgomery Limited Partner, the Redemption Amount shall be delivered by the Partnership directly to such Assignee and not to such Montgomery Limited Partner. The Partnership Units held by a Montgomery Limited Partner shall be subject to redemption by the Partnership if otherwise required by the terms of the Partnership Agreement. LXP agrees to enter into a Guaranty Agreement with the Partnership on the date the Montgomery Limited Partner are admitted to the Partnership, on terms reasonably satisfactory to LXP and the Partnership, pursuant to which LXP shall guaranty the obligations of the Partnership to pay the Redemption Amount on the Specified Redemption Date. Each of the Montgomery Limited Partners, LXP, the Partnership and the General Partner shall treat the transaction between LXP and each Montgomery Limited Partner as a sale of the Montgomery Redeeming Partner's Partnership Units to LXP or the General Partner, as the case may be, for federal income tax purposes. Each Montgomery Limited Partner agrees to execute such documents as the Partnership may reasonably require in connection with the issuance of REIT Shares upon exercise of its Redemption Right.
PARTNERS' CONTRIBUTIONS AND PARTNERSHIP INTERESTS Capital Partnership Percentage Redemption Name and Address of Partner Contribution(1) Units Interest Exercise Date - ----------------------------------------------------------------------------------------------------- Montgomery Limited Partners 0.0035% May 1, 2006 - --------------------------- Peter J. Kinnunen 0.15647520 1,974 Francois Letaconnoux 0.06128612 773
- -------- 1 Units of Limited Partnership of Montgomery Contributed Exhibit 1-2 Ellen C. Monk 0.21808731 2,751 Antony Monk Insurance Trust U/A/D 0.65393594 8,251 5/13/92, F/B/O Monk Children, Ellen Monk, Trustee Terrell R. Peterson Trust dtd. 4/5/90 0.15647520 1,974 E. Robert Roskind 0.23927666 3,019 Richard J. Rouse 0.17603460 2,221 Edward C. Whiting 0.23471280 2,961 Trust F/B/O Joanna Monk U/A 2/28/89, 0.04074875 514 Dennis Monk, Trustee Trust F/B/O Jonathan Monk U/A 2/28/89, 0.04074875 514 Dennis Monk, Trustee Trust F/B/O Samantha Monk 0.04074875 514 U/A 2/28/89, Dennis Monk, Trustee
Exhibit 1-3 The LCP Group, L.P. 1.74136992 21,972 Donald R. Tomlin, Jr. 0.50000000 6,309 Ileana Basil 2.49355200 31,463 Mary Blair Fawcett 1.00000000 12,618
Exhibit 1-4 EX-99 3 ex99-1.txt EX. 99.1 - PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] 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 TUESDAY, NOVEMBER 2, 2004 LEXINGTON CORPORATE PROPERTIES TRUST PROVIDES DETAILS ON LEASE WITH VARTEC New York, NY - November 2, 2004 - Lexington Corporate Properties Trust (NYSE:LXP) ("Lexington"), a real estate investment trust, today reported that VarTec Telecom, Inc. ("VarTec"), one of Lexington's current tenants, filed a petition under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court in the Northern District of Texas. VarTec leases a 249,452 square foot office property in Dallas, Texas (the "Property"). The lease expires in September, 2015. The annualized base rental revenue from VarTec's lease is approximately $3.5 million. The base rental revenue on the Property accounted for approximately 2.6% of Lexington's total consolidated base rental revenue for the nine months ended September 30, 2004. Should VarTec reject the lease in connection with its bankruptcy and the Property is vacant, Lexington estimates that annual funds from operations will be reduced by approximately $4.7 million, due to lost rental revenue of approximately $3.5 million and estimated Property operating costs of approximately $1.2 million. As of September 30, 2004, Lexington's non-recourse mortgage note secured by the Property had an outstanding balance of $21.0 million. The note has a fixed interest rate of 7.49%, requires annual debt service of $2.0 million and is scheduled to mature in December, 2012, when a balloon payment of $16.0 million is due. The lender holds a $2.5 million letter of credit issued by Lexington as collateral against the mortgage. In addition, the Property had a net book value of $28.9 million and Lexington had deferred loan costs and deferred lease costs of $0.2 million and $1.3 million, respectively. About Lexington Lexington is a real estate investment trust that owns and manages office, industrial and retail properties net-leased to major corporations throughout the United States and provides investment advisory and asset management services to investors in the net lease area. Lexington common More LEXINGTON CORPORATE PROPERTIES TRUST ADD 1 shares closed Monday, November 1, 2004, at $22.94 per share. Lexington pays an annualized dividend of $1.40 per share. Additional information about Lexington is available at www.lxp.com Lexington believes that funds from operations ("FFO") enhances an investor's understanding of Lexington's financial condition, results of operations and cash flows. Lexington believes that FFO is an appropriate, but limited, measure of the performance of an equity REIT. FFO is defined in the April 2002 "White Paper" issued by the National Association of Real Estate Investment Trusts, Inc. ("NAREIT") as "net income (or loss) computed in accordance with generally accepted accounting principles ("GAAP"), excluding gains (or losses) from sales of property, plus real estate depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures." FFO should not be considered an alternative to net income as an indicator of operating performance or to cash flows from operating activities as determined in accordance with GAAP, or as a measure of liquidity to other consolidated income or cash flow statement data as determined in accordance with GAAP. 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, (i) the failure to continue to qualify as a real estate investment trust, (ii) changes in general business and economic conditions, (iii) competition, (iv) increases in real estate construction costs, (v) changes in interest rates, (vi) changes in accessibility of debt and equity capital markets, and (vii) those other factors and risks detailed in Lexington's periodic filings with the Securities and Exchange Commission. Lexington undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that Lexington's expectations will be realized. ### EX-32 4 ex99-2.txt EX. 99.2 - CORRECTION Exhibit 99.2 [GRAPHIC OMITTED] 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 TUESDAY, NOVEMBER 2, 2004 CORRECTION - LEXINGTON CORPORATE PROPERTIES TRUST New York, NY - November 2, 2004 - In the news release, Lexington Corporate Properties Trust (NYSE:LXP) Provides Details On Lease With VarTec, issued earlier today by Lexington Corporate Properties Trust, over PR Newswire, we are advised by Lexington that the last sentence in the third paragraph should read as follows "In addition, the Property had a net book value of $28.9 million and Lexington had a deferred rent receivable, deferred loan costs and deferred lease costs of $1.6 million, $0.2 million and $1.3 million, respectively," rather than "In addition, the Property had a net book value of $28.9 million and Lexington had deferred loan costs and deferred lease costs of $0.2 million and $1.3 million, respectively," as originally issued inadvertently. ### -----END PRIVACY-ENHANCED MESSAGE-----