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
(Date of earliest event reported)
May 5, 1997
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REALTY INCOME CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-13318 33-0580106
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
220 West Crest Street, Escondido, California 92025
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(Address of principal executive offices, including zip code)
(760) 741-2111
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(Registrant's telephone number, including area code)
Exhibit Index Located at Page 4
ITEM 5. OTHER EVENTS
Realty Income Corporation (the "Company") is filing this Current Report
on Form 8-K in connection with the issuance of $110,000,000 principal amount
of 7 3/4% Notes due 2007 under the Company's shelf registration statement on
Form S-3 (File No. 33-95374), effective September 15, 1995 (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
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 STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit No. Description
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1.1 Purchase Agreement, dated May 1, 1997, between Merrill Lynch
& Co., Donaldson, Lufkin & Jenrette Securities Corporation,
J.P. Morgan Securities Inc. and Salomon Brothers Inc, as
representatives of the underwriters, and the Company
4.1 Form of Indenture dated as of May 6, 1997 between the
Company and The Bank of New York
4.2 Pricing Committee Resolutions and Form of 7 3/4% Note due 2007
5.1 Opinion of Latham & Watkins
12.1 Ratio of Earnings to Fixed Charges
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Latham & Watkins (contained in the opinion filed
as Exhibit 5.1 hereto)
2
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.
REALTY INCOME CORPORATION
Date: May 2, 1997 By: /s/ MICHAEL R. PFEIFFER
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Michael R. Pfeiffer, Vice President
Secretary and General Counsel
3
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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1.1 Purchase Agreement, dated May 1, 1997, between
Merrill Lynch & Co., Donaldson, Lufkin & Jenrette
Securities Corporation, J.P. Morgan Securities Inc.
and Salomon Brothers Inc, as representatives of the
underwriters, and the Company
4.1 Form of Indenture dated as of May 6, 1997 between
the Company and The Bank of New York
4.2 Pricing Committee Resolutions and
Form of 7 3/4% Note due 2007
5.1 Opinion of Latham & Watkins
12.1 Ratio of Earnings to Fixed Charges
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Latham & Watkins (contained in the
opinion filed as Exhibit 5.1 hereto)
4