-----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, UqD5Nasv/NoSh3vnXRRd3No3LBSc2r1qRJUmW4UMsthwzL53tv/Zs091LPssVCDN C9Zd+bCvVgUil1e1wCGyxA== 0001116679-05-001055.txt : 20050331 0001116679-05-001055.hdr.sgml : 20050331 20050331162334 ACCESSION NUMBER: 0001116679-05-001055 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050216 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050331 DATE AS OF CHANGE: 20050331 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 05720691 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/A 1 l8ka-033105.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 16, 2005 ------------------------- 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)) Explanatory Note The purpose of this amendment is to amend the Current Report on Form 8-K (the "Original Form 8-K") filed by Lexington Corporate Properties Trust (the "Trust") on February 22, 2005. The Original Report is being amended to: o correct a typographical error in the table under "Executive Salary Increases and Long-Term Incentive Awards" in Item 1.01; and o remove the sentence "The Common Shares will (i) vest ratably over three years on the next three anniversaries of the grant date and (ii) be entitled to voting rights and receive dividends," from the second paragraph under Non-Employee Trustee Compensation. We are restating the Original Form 8-K in its entirety. Item 1.01. Entry Into a Material Definitive Agreement Executive Salary Increases and Long-Term Incentive Awards - --------------------------------------------------------- On February 16, 2005, the Compensation Committee of the Board of Trustees of Lexington Corporate Properties Trust (the "Trust") granted increases in annual base salaries and long-term incentive awards, in the form of grants of common shares of beneficial interest, par value $0.0001 per share ("Common Shares") of the Trust, under the Trust's 2002 Equity-Based Award Plan (the "2002 Plan") to the executive officers of the Trust: E. Robert Roskind, Chairman of the Trust; Richard J. Rouse, Vice Chairman and Chief Investment Officer of the Trust; T. Wilson Eglin, Chief Executive Officer, President and Chief Operating Officer of the Trust; Patrick Carroll, Chief Financial Officer, Executive Vice President and Treasurer of the Trust; and John B. Vander Zwaag, Executive Vice President of the Trust. The increases, resulting base salaries for 2005 and awards are set forth in the following table: - -------------------------------------------------------------------------------- Value of Long- 2005 Base Term Incentive Salary Increase Salary Award - -------------------------------------------------------------------------------- E. Robert Roskind $ 45,000 $ 425,000 $ 950,000 - -------------------------------------------------------------------------------- T. Wilson Eglin 45,000 425,000 950,000 - -------------------------------------------------------------------------------- Richard J. Rouse 40,000 410,000 700,000 - -------------------------------------------------------------------------------- Patrick Carroll 25,000 300,000 600,000 - -------------------------------------------------------------------------------- John B. Vander Zwaag 25,000 290,000 411,400 - -------------------------------------------------------------------------------- Long-term incentive awards will be paid by the issuance of Common Shares, which are subject to certain vesting requirements under the 2002 Plan. The number of Common Shares issued will be determined by dividing the amount of the award as specified above by the closing price of the Common Shares on the New York Stock Exchange on February 16, 2005 ($22.28 per share). The Common Shares issued in connection with the award will (i) vest ratably over five years on the next five anniversaries of the grant date and (ii) be entitled to voting rights and receive dividends. Non-Employee Trustee Compensation - --------------------------------- On February 16, 2005, the Nominating and Corporate Governance Committee of the Trust approved revisions to the compensation program for non-employee Trustees of the Trust. This compensation program, as so revised, is described below: Each non-employee Trustee will receive an annual cash retainer of $25,000. In addition to the annual retainer, the Trust has increased the Common Share award from 2,000 shares to 2,500 shares per year (approximate current value of $55,700, based upon the closing price of our Common Shares on the New York Stock Exchange of $22.28 per share on February 16, 2005). The Chairpersons of the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee and the Lead Trustee will each receive an additional annual cash retainer of $10,000. This is an increase for the Chairpersons of the Audit Committee and the Compensation Committee and the Lead Trustee of $2,500 from last year's additional annual cash retainer of $7,500. The Chairperson of the Nominating and Corporate governance Committee did not receive an additional annual cash retainer for 2004. In addition, each non-employee Trustee will be compensated $1,000 per in-person meeting of the Board of Trustees or a Committee thereof, and $500 per telephonic meeting of the Board of Trustees or Committee thereof. These levels are the same as were in place during 2004. Pursuant to the 1994 Outside Director Stock Plan, as amended, each non-employee Trustee is required to receive not less than 50% of such Trustee's fees in Common Shares based on a per share value equal to 95% of the trading value of Common Shares as of the date of payment. 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: March 31, 2005 By: /s/ Patrick Carroll ----------------------------------- Patrick Carroll Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----