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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): MARCH 20, 1998
COMMERCIAL NET LEASE REALTY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
MARYLAND
(STATE OR OTHER JURISDICTION 0-12989 56-1431377
OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
400 EAST SOUTH STREET, SUITE 500
ORLANDO, FLORIDA 32801
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (407) 423-7348
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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 $100,000,000 aggregate principal amount of its
7 1/8% Notes due 2008. 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.)
4.1 Form of Indenture, which is being filed pursuant to Regulation
S-K, item 601(b)(4) in lieu of in lieu of filing 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.)
4.2 Form of Supplemental Indenture, which is being filed pursuant to
Regulation S-K, item 601(b)(4) in lieu of filing 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.)
4.3 Form of 7 1/8% Notes due 2008, which is being filed pursuant to
Regulation S-K, item 601(b)(4) in lieu of filing 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.)
5 Opinion of Shaw Pittman Potts & Trowbridge, which is being filed
pursuant to Regulation S-K, Item 601(b)(5) in lieu of filing 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.)
12 Statement of Computation of Ratios of Earnings to Fixed
Charges, which is being filed pursuant to Regulation
S-K, Item 601(b)(12) in lieu of filing 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.)
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23.1 Consent of Shaw Pittman Potts & Trowbridge (contained in the
opinion filed as Exhibit 5 hereto), which is being filed
pursuant to Regulation S-K, Item 601(b)(23) in lieu of filing
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.)
25 Statement of Eligibility of Trustee, which is being filed
pursuant to Regulation S-K, Item 601(b)(25) in lieu of filing
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.)
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: March 20, 1998 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.)
4.1 Form of Indenture, which is being filed pursuant to Regulation
S-K, item 601(b)(4) in lieu of filing 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.)
4.2 Form of Supplemental Indenture, which is being filed pursuant to
Regulation S-K, item 601(b)(4) in lieu of filing 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.)
4.3 Form of 7 1/8% Notes due 2008, which is being filed pursuant to
Regulation S-K, item 601(b)(4) in lieu of filing 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.)
5 Opinion of Shaw Pittman Potts & Trowbridge, which is being filed
pursuant to Regulation S-K, Item 601(b)(5) in lieu of filing 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.)
12 Statement of Computation of Ratios of Earnings to Fixed
Charges, which is being filed pursuant to Regulation S-K, Item
601(b)(12) in lieu of filing 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
opinion filed as Exhibit 5 hereto), which is being filed
pursuant to Regulation S-K, Item 601(b)(23) in lieu of filing
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.)
25 Statement of Eligibility of Trustee, which is being filed
pursuant to Regulation S-K, Item 601(b)(25) in lieu of filing
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.)
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