SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: May 3, 2001
REALTY INCOME CORPORATION
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(Exact name of registrant as specified in its charter)
MARYLAND 1-13318 33-0580106
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
220 WEST CREST STREET, ESCONDIDO, CALIFORNIA 92025
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(Address of principal executive offices) (Zip Code)
(760) 741-2111
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(Registrant's telephone number, including area code)
NONE
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(former name or former address, if changed since last report)
LATHAM & WATKINS
May 2, 2001
Page 2
Item 5. OTHER EVENTS.
Realty Income Corporation (the "Company") is filing this Current Report
on Form 8-K in connection with the issuance of up to 3,277,500 shares of the
Company's common stock, par value $1.00 per share (the "Common Stock"), pursuant
to the Company's shelf registration statement on Form S-3 under the Securities
Act of 1933, as amended (the "1933 Act"), filed with the Securities and Exchange
Commission (the "Commission") on June 16, 1999 (File No. 333-80821), as amended
by Amendment No. 1 filed with the Commission on July 13, 1999 (as so amended,
the "Registration Statement"). The exhibits listed below are being filed
herewith in lieu of filing them as an exhibit to the Registration Statement,
and, since this form is incorporated by reference in the Registration Statement,
such exhibits are set forth in full in the Registration Statement.
Item 7. EXHIBITS.
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1.1 Purchase Agreement, dated May 1, 2001, between Merrill Lynch & Co.,
Salomon Smith Barney Inc., Credit Suisse First Boston Corporation, A.G.
Edwards & Sons, Inc., First Union Securities, Inc., and Tucker Anthony
Sutro Incorporated (as Representatives of the several Underwriters
named on Schedule A thereto), and the Company.
8.1 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (contained in the opinion filed as Exhibit
8.1 hereto).
LATHAM & WATKINS
May 2, 2001
Page 3
SIGNATURE
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.
Dated: May 3, 2001
REALTY INCOME CORPORATION
By: /s/ MICHAEL R. PFEIFFER, ESQ.
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Name: Michael R. Pfeiffer, Esq.
Title: Senior Vice President,
General Counsel and Secretary
LATHAM & WATKINS
May 2, 2001
Page 4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1.1 Purchase Agreement, dated May 1, 2001, between Merrill Lynch &
Co., Salomon Smith Barney Inc., Credit Suisse First Boston
Corporation, A.G. Edwards & Sons, Inc., First Union Securities,
Inc., and Tucker Anthony Sutro Incorporated (as Representatives
of the several Underwriters named on Schedule A thereto), and the
Company.
8.1 Opinion of Latham & Watkins.
23.1 Consent of Latham & Watkins (contained in the opinion filed as
Exhibit 8.1 hereto).