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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): January 21, 1997
LEXINGTON CORPORATE PROPERTIES, INC.
(Exact Name of Registrant as specified in its charter)
MARYLAND 1-12386 13-3717318
(State or other jurisdiction (Commission File IRS Employer
of incorporation) Number) Identification No.)
355 LEXINGTON AVENUE, NEW YORK, NEW YORK 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code:
(212) 692-7260
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. Other Events
Pursuant to an Investment Agreement dated as of December 31, 1996
between Lexington Corporate Properties, Inc., a real estate investment trust
(the "Registrant") and Five Arrows Realty Securities L.L.C. (the "Investor"),
the Registrant has agreed to sell to the Investor, and the Investor has agreed
to purchase, on the terms and subject to the conditions set forth in the
Investment Agreement, an aggregate of up to 2,000,000 shares of the Registrant's
Class A Senior Cumulative Convertible Preferred Stock (the "Preferred Stock") at
a price of $12.50 per share, for an aggregate purchase price of $25,000,000.
Each Preferred Share is convertible into one (1) share of common stock of the
Registrant, subject to adjustment. References to the Investment Agreement and
Operating Agreement (as herein defined) are qualified in their entirety by
reference to such actual agreements which are attached hereto as Exhibits.
Under the Investment Agreement, the Registrant may designate up to
three closings for the sale of the Preferred Stock, all of which must occur by
December 31, 1997. The first closing for an aggregate of 700,000 shares of
Preferred Stock occurred on January 21, 1996 (the "First Closing"). Under the
Investment Agreement, the Investor may cancel subsequent closings in the event
of a Change of Control or a Put Event (each as defined in the Articles
Supplementary Classifying 2,000,000 Shares of Preferred Stock of as Class A
Senior Cumulative Convertible Preferred Stock of the Registrant (the "Articles
Supplementary")). In addition, the Registrant may determine not to sell any or
all of the remaining shares of Preferred Stock to the Investor; provided that in
the event that the Investor determines not to sell such remaining shares, the
Registrant shall pay to the Investor an availability fee based on the number of
shares it has determined not to sell. Under the Investment Agreement, the
Investor may not sell, transfer, assign, pledge or otherwise dispose of the
Preferred Stock or any interest therein for the one (1) year period commencing
December 31, 1996 and ending December 31, 1997.
In connection with the Investment Agreement and simultaneous with the
First Closing, the Registrant entered into an Operating Agreement (the
"Operating Agreement") and Agreement and Waiver (waiving certain ownership
restrictions contained in the charter documents of the Registrant relating to
the Investor's ownership of the capital stock of the Registrant) (the "Waiver")
with the Investor, each dated as of January 21, 1997. The Operating Agreement
provides the Investor with both demand and piggyback registration rights with
respect to the shares of Preferred Stock and the common stock of the Registrant
issued or issuable upon conversion of the Preferred Stock. In addition, in
connection with the Investment Agreement, the Company filed the Articles
Supplementary with the State Department of Assessment and Taxation of Maryland
which contain certain restrictions relating to ownership of the shares of
capital stock of the Registrant and are attached hereto as Exhibit 5.3.
Holders of the Registrant's Preferred Stock are entitled to
cumulative preferential dividends at a quarterly rate equal to the greater of
(i) $0.295 per share, per quarter and (ii) the product of 1.05 and the per share
quarterly dividend paid in respect of the Registrant's common stock, par value
$.0001 per share (subject to adjustment) and upon
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liquidation shall be entitled to receive $12.50 per share, plus any accrued and
unpaid dividends. The shares of Preferred Stock are redeemable by the Registrant
at any time on or after the fifth anniversary of the original date of issuance
thereof upon the payment to the holder of the liquidation value per share plus a
premium which declines over time.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
(c) Exhibits
5.1 Investment Agreement dated as of December 31, 1996, between
Lexington Corporate Properties Inc. and Five Arrows Realty
Securities L.L.C.
5.2 Operating Agreement dated as of January 21, 1997, between
Lexington Corporate Properties, Inc. and Five Arrows Realty
Securities L.L.C.
5.3 Articles Supplementary Classifying 2,000,000 Shares of
Preferred Stock of as Class A Senior Cumulative Convertible
Preferred Stock and 2,000,000 Shares of Excess Stock as Excess
Class A Preferred Stock of Lexington Corporate Properties,
Inc.
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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, INC.
By: /s/T. Wilson Eglin
T. Wilson Eglin
President and Chief Operating Officer
Date: January 31, 1997
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EXHIBIT INDEX
Exhibit No. Description
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5.1 Investment Agreement dated as of December 31, 1996 between
Lexington Corporate Properties, Inc. and Five Arrows Realty
Securities L.L.C.
5.2 Operating Agreement dated as of January 21, 1997 between
Lexington Corporate Properties, Inc. and Five Arrows Realty
Securities L.L.C.
5.3 Articles Supplementary Classifying 2,000,000 Shares of
Preferred Stock of as Class A Senior Cumulative Convertible
Preferred Stock and 2,000,000 Shares of Excess Stock as Excess
Class A Preferred Stock of Lexington Corporate Properties,
Inc.
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