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 (Date of earliest event reported) November 30, 2004
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Lexington Corporate Properties Trust
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(Exact Name of Registrant as Specified in Its Charter)
Maryland
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(State or Other Jurisdiction of Incorporation)
1-12386 13-3717318
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(Commission File Number) (IRS Employer Identification No.)
One Penn Plaza, Suite 4015
New York, New York 10119-4015
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(Address of Principal Executive Offices) (Zip Code)
(212) 692-7200
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
The information contained under the heading "Comments From Management" in
Exhibit 99.1 being furnished pursuant to this "Item 7.01 Regulation FD
Disclosure" shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section and shall not be deemed to
be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation
language in such filing.
On November 30, 2004, Lexington Corporate Properties Trust (the "Trust") issued
a press release (the "November 30th Press Release") providing details of its
lease with VarTec Telecom, Inc. ("VarTec"). A copy of the November 30th Press
Release is furnished as Exhibit 99.1 to this report on Form 8-K.
Item 8.01. Other Events.
On November 30, 2004, the Trust issued the November 30th Press Release providing
details of its lease with VarTec. A copy of the November 30th Press Release is
furnished as Exhibit 99.1 to this report on Form 8-K. Except to the extent set
forth under Item 7.01 above, the contents of the Press Release shall be deemed
"filed" pursuant to Item 8.01 of Form 8-K for purposes of the Exchange Act.
On December 1, 2004, the Trust issued a press release (the "December 1st Press
Release") announcing plans to publicly offer convertible preferred stock.
On December 2, 2004, the Trust, entered into an Underwriting Agreement, dated as
of December 2, 2004 (the "Underwriting Agreement"), between Bear, Stearns & Co.
Inc., as sole underwriter, on the one hand, and the Trust, Lepercq Corporate
Income Fund L.P., Lepercq Corporate Income Fund II L.P. and Net 3 Acquisition
L.P., on the other, with respect to the offering of 2,700,000 shares of the
Trust's 6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001
per preferred share ("Preferred Shares"), and up to an additional 400,000
Preferred Shares (the "Offering") pursuant to an effective shelf registration
statement on Form S-3 (Registration No. 333-109393), as amended and supplemented
by a prospectus supplement dated December 3, 2004. The Underwriting Agreement is
attached as Exhibit 1.1 hereto and is incorporated herein by reference.
On December 3, 2004, the Trust issued a press release (the "December 3rd Press
Release") announcing the pricing of the Offering. A copy of the December 3rd
Press Release is attached as Exhibit 99.3 hereto and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
1.1 Underwriting Agreement
99.1 November 30th Press Release
99.2 December 1st Press Release
99.3 December 3rd Press Release
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 Trust
Date: December 3, 2004 By: /s/ Patrick Carroll
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Patrick Carroll
Chief Financial Officer
Exhibit Index
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Exhibit Number Description
1.1 Underwriting Agreement
99.1 November 30th Press Release
99.2 December 1st Press Release
99.3 December 3rd Press Release