UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 30, 1998
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Realty Income Corporation
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(Exact name of registrant as specified in its charter)
Maryland
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(State of Incorporation)
1-13318
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(Commission File Number)
33-0580106
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(IRS Employer Identification Number)
220 West Crest Street, Escondido, California 92025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760)741-2111
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Not Applicable
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(Former name or former address, if changes since last report)
Exhibit Index Located on Page 3
Page 1
ITEM 5. OTHER EVENTS
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Realty Income Corporation (the "Company") is filing this Current
Report on Form 8-K in connection with the issuance of 372,093
shares of Common Stock, par value $1.00 per share, under the
Company's shelf registration statement on Form S-3 (File No. 333-
34311), effective September 16, 1997 (the "Registration
Statement"). The exhibits listed below are being filed herewith
in lieu of filing them as exhibit to the Registration Statement,
and, since this Form 8-K filing is incorporated by reference in
the Registration Statement, such exhibits are set forth in full
in the Registration Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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The following exhibits are filed with this report.
Exhibit No. Description
- ----------- -----------
1.1 Underwriting Agreement, dated March 25, 1998,
between the Company and EVEREN Securities, Inc.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
regarding the legality of Securities to be issued
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(contained in the opinion filed as Exhibit 5.1
hereto)
Page 2
SIGNATURE
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Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
REALTY INCOME CORPORATION
/s/ MICHAEL R. PFEIFFER
Date: March 30, 1998 ------------------------
Michael R. Pfeiffer
Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Page
============ =========== =============
1.1 Underwriting Agreement, dated
March 25, 1998 between the Company
and EVEREN Securities, Inc.
5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
regarding the legality of Securities to be
issued
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(contained in the opinion filed as Exhibit 5.1
hereto)
Page 3