1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2001
REGISTRATION NO. 333-70790
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--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LEXINGTON CORPORATE PROPERTIES TRUST
(Exact name of Registrant as specified in its charter)
<Table>
MARYLAND 6798 133717318
(State or other (Primary North American (I.R.S. Employer
Jurisdiction of organization) Industry Classification Number) Identification No.)
</Table>
355 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 692-7260
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
T. WILSON EGLIN
PRESIDENT AND CHIEF OPERATING OFFICER
LEXINGTON CORPORATE PROPERTIES TRUST
355 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 692-7260
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH COPIES TO:
BARRY A. BROOKS, ESQ.
MARK SCHONBERGER, ESQ.
PAUL, HASTINGS, JANOFSKY & WALKER, LLP
399 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 318-6000
Approximate date of commencement of the proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
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PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITY TO BE REGISTERED REGISTERED OFFERING PRICE(2) REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
Common shares, par value $0.0001 per share............ $32,175,000(3) $8,043.75
8.5% senior subordinated debentures due 2009.......... (1) $20,000,000(4) $5,000.00
Total............................................. $52,175,000 $13,043.75(5)
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</Table>
(1) Omitted pursuant to Rule 457(o) under the Securities Act of 1933, as
amended.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o), promulgated under the Securities Act of 1933, as
amended.
(3) Represents the maximum number of common shares issuable upon consummation of
the transactions described herein. Fifty percent of the merger consideration
will be paid in common shares, and fifty percent of the merger consideration
will be paid in cash. The number of common shares issued will be determined
on the basis of the average closing price of common shares during the 20 day
period prior to, but not including, the closing date of the mergers. The
maximum number of common shares would be issued if the average closing price
is $14.00 per share.
(4) Represents the maximum principal amount of the 8.5% senior subordinated
debentures that may be issued in lieu of common shares and cash.
(5) The registration fee under this Registration Statement has been previously
paid by Lexington in connection with the filing of its preliminary proxy
materials on November 13, 2000 and the filing of the original registration
statement on October 2, 2001.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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2
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
The Company's trustees and officers are and will be indemnified under
Maryland law, and the Declaration of Trust of the Company (the "Declaration")
against certain liabilities. The Declaration requires the Company to indemnify
its trustees and officers to the fullest extent permitted from time to time by
the laws of Maryland. The Declaration also provides that, to the fullest extent
permitted under Maryland law, trustees and officers of the Company will not be
liable to the Company and its shareholders for money damages.
Section 2-418 of the General Corporation Law of the State of Maryland
generally permits indemnification of any director made a party to any
proceedings by reason of service as a director unless it is established that (i)
the act or omission of such person was material to the matter giving rise to the
proceeding and was committed in bad faith or was the result of active and
deliberate dishonesty; or (ii) such person actually received an improper
personal benefit in money property or services; or (iii) in the case of any
criminal proceeding, such person had reasonable cause to believe that the act or
omission was unlawful. The indemnity may include judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the director in
connection with the proceeding; but, if the proceeding is one by or in the right
of the corporation, indemnification is not permitted with respect to any
proceeding in which the director has been adjudged to be liable to the
corporation, or if the proceeding is one charging improper personal benefit to
the director, whether or not involving action in the director's official
capacity, indemnification of the director is not permitted if the director was
adjudged to be liable on the basis that personal benefit was improperly
received. The termination of any proceeding by conviction or upon a plea of nolo
contendere or its equivalent, or any entry of an order of probation prior to
judgment, creates a rebuttable presumption that the director did not meet the
requisite standard of conduct required for permitted indemnification. The
termination of any proceeding by judgment, order or settlement, however, does
not create a presumption that the director failed to meet the requisite standard
of conduct for permitted indemnification.
The foregoing reference is necessarily subject to the complete text of the
Declaration of Trust and the statute referred to above and is qualified in its
entirety by reference thereto.
The Company has also entered into Indemnification Agreements with certain
officers and trustees for the purpose of indemnifying such persons from certain
claims and action in their capacities as such.
II-1
3
<Table>
<Caption>
EXHIBIT
NO. EXHIBIT
------- -------
2.1 Form of Agreement and Plan of Merger by and among Lexington
Corporate Properties, Inc. ("Lexington"), Lepercq Corporate
Income Fund L.P. ("LCIF I") and Lex M-1, L.P. (filed as
Appendix C-I to Lexington's Registration Statement on Form
S-4 (File No. 33-66858) (the "Form S-4"))*
2.2 Form of Agreement and Plan of Merger by and among Lexington,
Lepercq Corporate Income Fund II L.P. ("LCIF II") and Lex
M-2, L.P. (filed as Appendix C-II to the Form S-4)*
2.3 Form of Agreement and Articles of Merger between Lexington
and Lexington Corporate Properties -- Maryland, Inc. (filed
as Exhibit 2.3 to Lexington's Annual Report on Form 10-K for
the year ended December 31, 1993 (the "1993 10-K"))*
2.4 Agreement and Plan of Merger between Lexington and Lexington
Corporate Properties Trust (filed as Exhibit 2.1 to
Lexington's Current Report on Form 8-K filed January 16,
1998 (the "1998 8-K"))*
2.5 Agreement and Plan of Merger by and among Lexington, Net 3
Acquisition LP ("Net 3") and Net 1 L.P. ("Net 1"), as
amended (filed as Exhibit 2.5 to Lexington's Registration
Statement on Form S-4 (File No. 333-70790) (the "2001 Form
S-4"))*
2.6 Agreement and Plan of Merger by and among Lexington, Net 3
and Net 2 L.P. ("Net 2"), as amended (filed as Exhibit 2.6
to the 2001 Form S-4)*
3.1 Declaration of Trust of Lexington, dated December 31, 1997
(filed as Exhibit 3.1 to the 1998 8-K)*
3.2 By-Laws of Lexington (filed as Exhibit 3.2 to Lexington's
Annual Report on Form 10-K for the year ended December 31,
1997 (the "1997 10-K")*
3.3 Articles of Amendment of Declaration of Trust of Lexington
(filed as Exhibit 3.3 to the 2001 Form S-4)*
4.1 Specimen of Common Shares Certificate of the Trust (filed as
Exhibit 3.2 to the 1997 10-K)*
4.2 Form of Indenture between Lexington and The Bank of New
York, as Trustee, including the form of 7.75% Subordinated
Note due 2000 (filed as Exhibit 4.2 to the Form S-4)*
4.3 Form of Indenture between Lexington and The Chase Manhattan
Bank, as Trustee, including the form of 8.5% Senior
Subordinated Debenture due 2009 (filed as Exhibit 4.3 to the
2001 Form S-4)*
5.1 Legal Opinion of Piper Marbury Rudnick & Wolfe with respect
to the issuance of common shares and senior subordinated
debentures of Lexington to limited partners of Net 1 and Net
2+
8.1 Tax Opinion of Paul, Hastings, Janofsky & Walker LLP with
respect to the mergers of Net 1 and Net 2 into Net 3 (filed
as Exhibit 8.1 to the 2001 Form S-4)*
10.8 Form of 1994 Outside Director Shares Plan of Lexington
(filed as Exhibit 10.8 to the 1993 10-K)*
10.24 Class A Mortgage Note to Pacific Mutual Life Insurance
Company and Lexington Mortgage Company dated May 19, 1995 in
the amount of $34,000,000 (filed as Exhibit 10.24 to
Lexington's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "1995 10-K"))*
10.25 Class B Mortgage Note to Pacific Mutual Life Insurance
Company and Lexington Mortgage Company dated May 19, 1995 in
the amount of $18,500,000 (filed as Exhibit 10.25 to the
1995 10-K)*
10.26 Class C Mortgage Note to Pacific Mutual Life Insurance
Company and Lexington Mortgage Company dated May 19, 1995 in
the amount of $17,500,000 (filed as Exhibit 10.26 to the
1995 10-K)*
10.28 Indenture of Mortgage, Deed of Trust, Security Agreement,
Financing Statement, Fixture Filing and Assignment of
Leases, Rents and Security Deposits to First American Title
Insurance Company and Pacific Mutual Life Insurance Company
and Lexington Mortgage Company dated May 19, 1995 (filed as
Exhibit 10.28 to the 1995 10-K)*
</Table>
II-2
4
<Table>
<Caption>
EXHIBIT
NO. EXHIBIT
------- -------
10.29 Assignment of Leases, Rents, and Security Deposits to
Pacific Mutual Life Insurance Company and Lexington Mortgage
Company dated May 19, 1995 (filed as Exhibit 10.29 to the
1995 10-K)*
10.30 Cash Collateral Account, Security, Pledge and Assignment
Agreement with the Bank of New York, as agent and Pacific
Mutual Life Insurance Company and Lexington Mortgage Company
dated May 19, 1995 (filed as Exhibit 10.30 to the 1995
10-K)*
10.31 Trust and Servicing Agreement with Pacific Mutual Life
Insurance Company, LaSalle National Bank and ABN AMRO Bank
N.V. dated May 19, 1995 (filed as Exhibit 10.31 to the 1995
10-K)*
10.33 Investment Agreement dated as of December 31, 1996 with Five
Arrows Realty Securities L.L.C. (filed as Exhibit 10.33 to
Lexington's Current Report on Form 8-K filed February 10,
1997 (the "1997 8-K"))*
10.34 Operating Agreement dated as of January 21, 1997 with Five
Arrows Realty Securities L.L.C. (filed as Exhibit 10.34 to
the 1997 8-K)*
10.35 Articles Supplementary Classifying 2,000,000 shares of
Preferred Stock as Class A Senior Cumulative Convertible
Preferred Stock and 2,000,000 shares of Excess Stock as
Excess Class A Preferred Stock of Lexington (filed as
Exhibit 10.35 to the 1997 8-K)*
10.38 Operating Agreement and Management Agreement between
Lexington and Lexington Acquiport Company, LLC (filed as
Exhibit 2 to Lexington's Current Report on Form 8-K filed
August 31, 1999)*
10.39 Form of Employment Agreement between Lexington and E. Robert
Roskind dated September 20, 1999 (filed as Exhibit 10.39 to
Lexington's Annual Report on Form 10-K for the year ended
December 31, 1999 (the "1999 10-K"))*
10.40 Investment Advisory and Asset Management Agreement by and
between AGAR International Holdings Ltd. and Lexington
Realty Advisors, Inc. (filed as Exhibit 10.40 to Lexington's
Annual Report on Form 10-K for the year ended December 31,
2000 (the "2000 10-K"))*
10.41 Underwriting Agreement between Lexington, First Union
Securities, Inc., CIBC World Markets Corp., A. G. Edwards &
Sons, Inc. and Raymond James & Associates, Inc., dated July
26, 2001 (filed as Exhibit 10.41 to Lexington's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001)*
10.42 Contribution Agreement between Net 3 and Lepercq Net 1 L.P.,
as amended (filed as Exhibit 10.42 to the 2001 Form S-4)*
10.43 Contribution Agreement between Net 3 and Lepercq Net 2 L.P.,
as amended (filed as Exhibit 10.43 to the 2001 Form S-4)*
10.44 Unsecured Revolving Credit Agreement with Fleet National
Bank dated March 30, 2001 in the amount of $35,000,000
(filed as Exhibit 10.44 to the 2001 Form S-4)*
12 Statement of Computation of Ratio of Earnings to Fixed
Charges (filed as Exhibit 12 to the 2000 10-K)*
21 List of Subsidiaries of Lexington (filed as Exhibit 21 to
the 2000 10-K)*
23.1 Consent of KPMG LLP -- Re: Lexington (filed as Exhibit 23.1
to the 2001 Form S-4)*
23.2 Consent of KPMG LLP -- Re: Net 1 (filed as Exhibit 23.2 to
the 2001 Form S-4)*
23.3 Consent of KPMG LLP -- Re: Net 2 (filed as Exhibit 23.3 to
the 2001 Form S-4)*
25.1 Statement of Eligibility of Trustee (filed as Exhibit 25.1
to the 2001 Form S-4)*
27 Financial Data Schedule as of and for the year ended
December 31, 2000 (filed as Exhibit 27 to the 2000 10-K)*
99.1 Form of Amended and Restated Agreement of Limited
Partnership of Net 3 (filed as Exhibit 99.1 to the 2001 Form
S-4)*
</Table>
---------------
* Incorporated by reference
+ Filed herewith
II-3
5
(b) Financial Statement Schedules
(c) Report, Opinion or Appraisal
Fairness Opinion of Prudential Securities Incorporated dated as of
July 19, 2001 is incorporated by reference from Annex B filed as part of
this registration statement on S-4.
Fairness Opinion of Cohen & Steers Capital Advisors, Inc. dated as of
July 30, 2001 is incorporated by reference from Annex C filed as part of
this registration statement on S-4.
Appraisal Report of Robert A. Stanger & Co., Inc. dated as of May 21,
2001 is incorporated by reference from Annex D filed as part of this
registration statement on S-4.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any acts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
herein do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provision or otherwise, the Registrant has
been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the parties of expenses incurred or paid
by a director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of their respective counsel the matter has been settled by
controlling precedent,
II-4
6
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrants hereby undertake to respond to requests
for information that is incorporated by reference into the prospectus within one
business day of the receipt of such request, and to sent the incorporated
documents by first class mall or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of New York, state of New
York, on October 4, 2001.
LEXINGTON CORPORATE PROPERTIES TRUST
By: /s/ T. WILSON EGLIN
------------------------------------
T. Wilson Eglin
President and Chief Operating
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints T. Wilson Eglin and E. Robert Roskind, jointly
and severally, his attorneys-in-fact, each with power of substitution for him in
any and all capacities, to sign any amendments to this Registration Statement,
to file the same, with the exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof. Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE CAPACITY DATE
--------- -------- ----
* Chairman of the Board, Co-Chief October 4, 2001
------------------------------------------ Executive Officer and Trustee
E. Robert Roskind (Principal Executive Officer)
* Vice Chairman, Co-Chief Executive October 4, 2001
------------------------------------------ Officer and Trustee
Richard J. Rouse
/s/ T. WILSON EGLIN President, Chief Operating Officer October 4, 2001
------------------------------------------ and Trustee
T. Wilson Eglin
* Chief Financial Officer and October 4, 2001
------------------------------------------ Treasurer
Patrick Carroll
* Vice President, Chief Accounting October 4, 2001
------------------------------------------ Officer and Secretary
Paul R. Wood
* Trustee October 4, 2001
------------------------------------------
Geoffrey Dohrmann
* Trustee October 4, 2001
------------------------------------------
Carl D. Glickman
</Table>
II-6
8
<Table>
<Caption>
SIGNATURE CAPACITY DATE
--------- -------- ----
* Trustee October 4, 2001
------------------------------------------
John D. McGurk
* Trustee October 4, 2001
------------------------------------------
Seth M. Zachary
*By: /s/ T. WILSON EGLIN President, Chief Operating October 4, 2001
------------------------------------------ Officer and Trustee
T. Wilson Eglin
Attorney-in-fact
</Table>
II-7
9
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NO.
-------
2.1 Form of Agreement and Plan of Merger by and among Lexington
Corporate Properties, Inc. ("Lexington"), Lepercq Corporate
Income Fund L.P. ("LCIF I") and Lex M-1, L.P. (filed as
Appendix C-I to Lexington's Registration Statement on Form
S-4 (File No. 33-66858) (the "Form S-4"))*
2.2 Form of Agreement and Plan of Merger by and among Lexington,
Lepercq Corporate Income Fund II L.P. ("LCIF II") and Lex
M-2, L.P. (filed as Appendix C-II to the Form S-4)*
2.3 Form of Agreement and Articles of Merger between Lexington
and Lexington Corporate Properties -- Maryland, Inc. (filed
as Exhibit 2.3 to Lexington's Annual Report on Form 10-K for
the year ended December 31, 1993 (the "1993 10-K"))*
2.4 Agreement and Plan of Merger between Lexington and Lexington
Corporate Properties Trust (filed as Exhibit 2.1 to
Lexington's Current Report on Form 8-K filed January 16,
1998 (the "1998 8-K"))*
2.5 Agreement and Plan of Merger by and among Lexington, Net 3
Acquisition LP ("Net 3") and Net 1 L.P. ("Net 1"), as
amended (filed as Exhibit 2.5 to Lexington's Registration
Statement on Form S-4 (File No. 333-70790) (the "2001 Form
S-4"))*
2.6 Agreement and Plan of Merger by and among Lexington, Net 3
and Net 2 L.P. ("Net 2"), as amended (filed as Exhibit 2.6
to the 2001 Form S-4)*
3.1 Declaration of Trust of Lexington, dated December 31, 1997
(filed as Exhibit 3.1 to the 1998 8-K)*
3.2 By-Laws of Lexington (filed as Exhibit 3.2 to Lexington's
Annual Report on Form 10-K for the year ended December 31,
1997 (the "1997 10-K")*
3.3 Articles of Amendment of Declaration of Trust of Lexington
(filed as Exhibit 3.3 to the 2001 Form S-4)*
4.1 Specimen of Common Shares Certificate of the Trust (filed as
Exhibit 3.2 to the 1997 10-K)*
4.2 Form of Indenture between Lexington and The Bank of New
York, as Trustee, including the form of 7.75% Subordinated
Note due 2000 (filed as Exhibit 4.2 to the Form S-4)*
4.3 Form of Indenture between Lexington and The Chase Manhattan
Bank, as Trustee, including the form of 8.5% Senior
Subordinated Debenture due 2009 (filed as Exhibit 4.3 to the
2001 Form S-4)*
5.1 Legal Opinion of Piper Marbury Rudnick & Wolfe with respect
to the issuance of common shares and senior subordinated
debentures of Lexington to limited partners of Net 1 and Net
2+
8.1 Tax Opinion of Paul, Hastings, Janofsky & Walker LLP with
respect to the mergers of Net 1 and Net 2 into Net 3 (filed
as Exhibit 8.1 to the 2001 Form S-4)*
10.8 Form of 1994 Outside Director Shares Plan of Lexington
(filed as Exhibit 10.8 to the 1993 10-K)*
10.24 Class A Mortgage Note to Pacific Mutual Life Insurance
Company and Lexington Mortgage Company dated May 19, 1995 in
the amount of $34,000,000 (filed as Exhibit 10.24 to
Lexington's Annual Report on Form 10-K for the year ended
December 31, 1995 (the "1995 10-K"))*
10.25 Class B Mortgage Note to Pacific Mutual Life Insurance
Company and Lexington Mortgage Company dated May 19, 1995 in
the amount of $18,500,000 (filed as Exhibit 10.25 to the
1995 10-K)*
10.26 Class C Mortgage Note to Pacific Mutual Life Insurance
Company and Lexington Mortgage Company dated May 19, 1995 in
the amount of $17,500,000 (filed as Exhibit 10.26 to the
1995 10-K)*
10.28 Indenture of Mortgage, Deed of Trust, Security Agreement,
Financing Statement, Fixture Filing and Assignment of
Leases, Rents and Security Deposits to First American Title
Insurance Company and Pacific Mutual Life Insurance Company
and Lexington Mortgage Company dated May 19, 1995 (filed as
Exhibit 10.28 to the 1995 10-K)*
</Table>
10
<Table>
<Caption>
EXHIBIT
NO.
-------
10.29 Assignment of Leases, Rents, and Security Deposits to
Pacific Mutual Life Insurance Company and Lexington Mortgage
Company dated May 19, 1995 (filed as Exhibit 10.29 to the
1995 10-K)*
10.30 Cash Collateral Account, Security, Pledge and Assignment
Agreement with the Bank of New York, as agent and Pacific
Mutual Life Insurance Company and Lexington Mortgage Company
dated May 19, 1995 (filed as Exhibit 10.30 to the 1995
10-K)*
10.31 Trust and Servicing Agreement with Pacific Mutual Life
Insurance Company, LaSalle National Bank and ABN AMRO Bank
N.V. dated May 19, 1995 (filed as Exhibit 10.31 to the 1995
10-K)*
10.33 Investment Agreement dated as of December 31, 1996 with Five
Arrows Realty Securities L.L.C. (filed as Exhibit 10.33 to
Lexington's Current Report on Form 8-K filed February 10,
1997 (the "1997 8-K"))*
10.34 Operating Agreement dated as of January 21, 1997 with Five
Arrows Realty Securities L.L.C. (filed as Exhibit 10.34 to
the 1997 8-K)*
10.35 Articles Supplementary Classifying 2,000,000 shares of
Preferred Stock as Class A Senior Cumulative Convertible
Preferred Stock and 2,000,000 shares of Excess Stock as
Excess Class A Preferred Stock of Lexington (filed as
Exhibit 10.35 to the 1997 8-K)*
10.38 Operating Agreement and Management Agreement between
Lexington and Lexington Acquiport Company, LLC (filed as
Exhibit 2 to Lexington's Current Report on Form 8-K filed
August 31, 1999)*
10.39 Form of Employment Agreement between Lexington and E. Robert
Roskind dated September 20, 1999 (filed as Exhibit 10.39 to
Lexington's Annual Report on Form 10-K for the year ended
December 31, 1999 (the "1999 10-K"))*
10.40 Investment Advisory and Asset Management Agreement by and
between AGAR International Holdings Ltd. and Lexington
Realty Advisors, Inc. (filed as Exhibit 10.40 to Lexington's
Annual Report on Form 10-K for the year ended December 31,
2000 (the "2000 10-K"))*
10.41 Underwriting Agreement between Lexington, First Union
Securities, Inc., CIBC World Markets Corp., A. G. Edwards &
Sons, Inc. and Raymond James & Associates, Inc., dated July
26, 2001 (filed as Exhibit 10.41 to Lexington's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001)*
10.42 Contribution Agreement between Net 3 and Lepercq Net 1 L.P.,
as amended (filed as Exhibit 10.42 to the 2001 Form S-4)*
10.43 Contribution Agreement between Net 3 and Lepercq Net 2 L.P.,
as amended (filed as Exhibit 10.43 to the 2001 Form S-4)*
10.44 Unsecured Revolving Credit Agreement with Fleet National
Bank dated March 30, 2001 in the amount of $35,000,000
(filed as Exhibit 10.44 to the 2001 Form S-4)*
12 Statement of Computation of Ratio of Earnings to Fixed
Charges (filed as Exhibit 12 to the 2000 10-K)*
21 List of Subsidiaries of Lexington (filed as Exhibit 21 to
the 2000 10-K)*
23.1 Consent of KPMG LLP -- Re: Lexington (filed as Exhibit 23.1
to the 2001 Form S-4)*
23.2 Consent of KPMG LLP -- Re: Net 1 (filed as Exhibit 23.2 to
the 2001 Form S-4)*
23.3 Consent of KPMG LLP -- Re: Net 2 (filed as Exhibit 23.3 to
the 2001 Form S-4)*
25.1 Statement of Eligibility of Trustee (filed as Exhibit 25.1
to the 2001 Form S-4)*
27 Financial Data Schedule as of and for the year ended
December 31, 2000 (filed as Exhibit 27 to the 2000 10-K)*
99.1 Form of Amended and Restated Agreement of Limited
Partnership of Net 3 (filed as Exhibit 99.1 to the 2001 Form
S-4)*
</Table>
---------------
* Incorporated by reference
+ Filed herewith