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)
October 15, 1997
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REALTY INCOME CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 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 2,700,000 shares of Common
Stock, par value $1.00 per share, under the Company's shelf registration
statement on Form S-3 (File No. 333-34311), effective September 16, 1997 (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 U.S. Purchase Agreement, dated October 8, 1997, between Merrill
Lynch, Pierce, Fenner & Smith Incorporated, A.G. Edwards & Sons,
Inc., PaineWebber Incorporated, Sutro & Co. Incorporated and
Wheat, First Securities, Inc., as U.S. Representatives of the
several U.S. Underwriters
1.2 International Purchase Agreement, dated October 8, 1997,
between Merrill Lynch International, A.G. Edwards & Sons, Inc.,
PaineWebber International (U.K.) Ltd., Sutro & Co. Incorporated
and Wheat, First Securities, Inc., as Lead Managers of the several
International Managers
5.1 Opinion of Ballard Spahr Andrews & Ingersoll regarding the
legality of Securities to be issued
23.1 Consent of Ballard Spahr Andrews & Ingersoll (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: October 15, 1997 By: /s/ MICHAEL R. PFEIFFER
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Michael R. Pfeiffer, Senior Vice President
Secretary and General Counsel
3
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
1.1 U.S. Purchase Agreement, dated October 8, 1997,
between Merrill Lynch, Pierce, Fenner & Smith
Incorporated, A.G. Edwards & Sons, Inc.,
PaineWebber Incorporated, Sutro & Co. Incorporated
and Wheat, First Securities, Inc., as U.S.
Representatives of the several U.S. Underwriters
1.2 International Purchase Agreement, dated
October 8, 1997, between Merrill Lynch
International, A.G. Edwards & Sons, Inc.,
PaineWebber International (U.K.) Ltd., Sutro & Co.
Incorporated and Wheat, First Securities, Inc.,
as Lead Managers of the several International
Managers
5.1 Opinion of Ballard Spahr Andrews & Ingersoll
regarding the legality of Securities to be issued
23.1 Consent of Ballard Spahr Andrews & Ingersoll
(contained in the opinion filed as Exhibit 5.1
hereto)
4