UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: July 29, 1999
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 of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
220 West Crest Street, Escondido, California 92025
(Address of principal executive offices) (Zip Code)
(760) 741-2111
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(Registrant's telephone number, including area code)
None
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(former name or former address, if changed since last report)
Item 5. Other Events.
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Realty Income Corporation (the "Company") is filing this Current
Report on Form 8-K in connection with the issuance of up to 1,380,000 shares
of the Company's 9 1/2% Class C Cumulative Redeemable Preferred Stock (the
"Class C Preferred Stock"), pursuant to the shelf registration statement on
Form S-3 under the Securities Act of 1933, as amended (the "1933 Act"), filed
with the Securities and Exchange Commission (the "Commission") on June 16,
1999 (File No. 333-80821), as amended by Amendment No. 1 filed with the
Commission on July 13, 1999 (as so amended, the "Registration Statement").
The exhibits listed below are being listed herewith in lieu of filing them as
an exhibit to the Registration Statement, and, since this form is
incorporated by reference in the Registration Statement, such exhibits are
set forth in full in the Registration Statement.
Item 7. Exhibits.
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1.1 Purchase Agreement, dated July 27, 1999, between Merrill Lynch,
Pierce, Fenner & Smith Incorporated, A.G. Edwards & Sons, Inc.,
EVEREN Securities, Inc., First Union Capital Markets Inc., PaineWebber
Incorporated, Salomon Smith Barney Inc., and Sutro & Co. Incorporated,
and the Company.
4.1 Articles Supplementary to the Articles of Incorporation of the Company
classifying and designating the Class C Preferred Stock.
5.1 Opinion of Ballard Spahr Andrews and Ingersoll LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll LLP
(contained in the opinion filed as Exhibit 5.1
hereto).
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.
Dated: July 29, 1999
REALTY INCOME CORPORATION
By: /s/ Michael R. Pfeiffer, Esq.
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Name: Michael R. Pfeiffer, Esq.
Title: Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit No. Description
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1.1 Purchase Agreement, dated July 27, 1999, between Merrill Lynch,
Pierce, Fenner & Smith Incorporated, A.G. Edwards & Sons, Inc.,
EVEREN Securities, Inc., First Union Capital Markets Inc.,
PaineWebber Incorporated, Salomon Smith Barney Inc., and Sutro &
Co. Incorporated, and the Company.
4.1 Articles Supplementary to the Articles of Incorporation of the Company
classifying and designating the Class C Preferred Stock.
5.1 Opinion of Ballard Spahr Andrews and Ingersoll LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll LLP
(contained in the opinion filed as Exhibit 5.1 hereto).