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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 18, 1997
COMMERCIAL NET LEASE REALTY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND 0-12989 56-1431377
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)
400 EAST SOUTH STREET, SUITE 500 32801
ORLANDO, FLORIDA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (407) 422-1574
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable.
ITEM 5. OTHER EVENTS.
Concurrently with the filing of this Current Report on Form 8-K, the
Registrant filed a Prospectus Supplement to the Registration Statement on Form
S-3, File No. 333-24773 (the "Registration Statement"), with respect to the
offering by the Registrant of 882,353 shares of Common Stock, $0.01 par value.
The Registration Statement was declared effective by the Securities and
Exchange Commission on April 22, 1997.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)-(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
1.2 Form of Underwriting Agreement, which is being filed pursuant to Regulation S-K, Item
601(b)(1) in lieu of filing the otherwise required exhibit to the Registration Statement,
under the Securities Act of 1933, as amended (the "Securities Act"), and which, since
this Form 8-K filing is incorporated by reference in such Registration Statement, is set
forth in full in such Registration Statement. (Filed herewith.)
5 Opinion of Shaw, Pittman, Potts & Trowbridge, which is being filed pursuant to Regulation
S-K, Item 601(b)(5) in lieu of the otherwise required exhibit to the Registration Statement
under the Securities Act, and which, since this Form 8-K filing is incorporated by reference
in such Registration Statement, is set forth in full in such Registration Statement. (Filed
herewith.)
8 Opinion of Shaw, Pittman, Potts & Trowbridge, which is being filed pursuant to Regulation
S-K, Item 601(b)(8) in lieu of the otherwise required exhibit to the Registration Statement
under the Securities Act, and which, since this Form 8-K filing is incorporated by reference
in such Registration Statement, is set forth in full in such Registration Statement. (Filed
herewith.)
23.1 Consents of Shaw, Pittman, Potts & Trowbridge (contained in the opinions filed as Exhibits 5
and 8 hereto), which is being filed pursuant to Regulation S-K, Item 601(b)(23) in lieu of
the otherwise required exhibit to the Registration Statement under the Securities Act, and
which, since this Form 8-K filing is incorporated by reference in such Registration
Statement, is set forth in full in such Registration Statement. (Filed herewith.)
23.2 Consent of KPMG Peat Marwick LLP. (Filed herewith.)
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be filed on its behalf
by the undersigned thereunto duly authorized.
COMMERCIAL NET LEASE REALTY, INC.
Dated: December 18, 1997 By: Kevin B. Habicht
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Kevin B. Habicht, Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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1.2 Form of Underwriting Agreement, which is being filed pursuant to Regulation S-K, Item 601(b)(1)
in lieu of filing the otherwise required exhibit to the Registration Statement on Form S-3 (the
"Registration Statement"), File No. 333-24773, under the Securities Act of 1933, as amended
(the "Securities Act"), and which, since this Form 8-K filing is incorporated by reference in
such Registration Statement, is set forth in full in such Registration Statement. (Filed
herewith.)
5 Opinion of Shaw, Pittman, Potts & Trowbridge, which is being filed pursuant to Regulation
S-K, Item 601(b)(5) in lieu of the otherwise required exhibit to the Registration Statement
under the Securities Act, and which, since this Form 8-K filing is incorporated by reference
in such Registration Statement, is set forth in full in such Registration Statement. (Filed
herewith.)
8 Opinion of Shaw, Pittman, Potts & Trowbridge, which is being filed pursuant to Regulation
S-K, Item 601(b)(8) in lieu of the otherwise required exhibit to the Registration Statement
under the Securities Act, and which, since this Form 8-K filing is incorporated by reference
in such Registration Statement, is set forth in full in such Registration Statement. (Filed
herewith.)
23.1 Consents of Shaw, Pittman, Potts & Trowbridge (contained in the opinions filed as Exhibits 5
and 8 hereto), which is being filed pursuant to Regulation S-K, Item 601(b)(23) in lieu of
the otherwise required exhibit to the Registration Statement under the Securities Act, and
which, since this Form 8-K filing is incorporated by reference in such Registration
Statement, is set forth in full in such Registration Statement. (Filed herewith.)
23.2 Consent of KPMG Peat Marwick LLP. (Filed herewith.)
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