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) July 12, 2005
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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 8.01. Other Events.
On July 12, 2005, Lexington Corporate Properties Trust, a Maryland statutory
real estate investment trust (the "Trust"), entered into an Underwriting
Agreement, dated as of July 12, 2005 (the "Underwriting Agreement"), between
Wachovia Capital Markets, LLC, 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 by the Trust (the "Offering")
of 2,500,000 shares ("Offered Shares") of the Trust's common shares of
beneficial interest, par value $0.0001 per share, pursuant to an effective shelf
registration statement on Form S-3 (Registration No. 333-121708) as amended and
supplemented by a prospectus supplement dated July 12, 2005. The Underwriting
Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by
reference.
On July 13, 2005, the Trust issued a press release announcing the pricing of the
Offering. A copy of the press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
On July 18, 2005, McKennon Shelton & Henn LLP delivered its legality opinion
with respect to the Offered Shares. A copy of the legality opinion is attached
as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
1.1 Underwriting Agreement, dated as of July 12, 2005,
between Wachovia Capital Markets, LLC, on the one
hand, and Lexington Corporate Properties Trust,
Lepercq Corporate Income Fund L.P., Lepercq
Corporate Income Fund II L.P. and Net 3 Acquisition
L.P., on the other
5.1 Opinion of McKennon Shelton & Henn LLP
23.1 Consent of McKennon Shelton & Henn LLP (included as
part of Exhibit 5.1)
99.1 Press release issued July 13, 2005
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: July 18, 2005 By: /s/ T. Wilson Eglin
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T. Wilson Eglin
Chief Executive Officer
Exhibit Index
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Exhibit Number Description
1.1 Underwriting Agreement, dated as of July 12, 2005,
between Wachovia Capital Markets, LLC, on the one
hand, and Lexington Corporate Properties Trust,
Lepercq Corporate Income Fund L.P., Lepercq
Corporate Income Fund II L.P. and Net 3 Acquisition
L.P., on the other
5.1 Opinion of McKennon Shelton & Henn LLP
23.1 Consent of McKennon Shelton & Henn LLP (included as
part of Exhibit 5.1)
99.1 Press release issued July 13, 2005