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) December 8, 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 8.01. Other Events.
On December 3, 2004, Lexington Corporate Properties Trust (the "Trust") filed a
current report on Form 8-K disclosing, among other things, that it 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 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 2, 2004.
On December 8, 2004, Piper Rudnick LLP delivered its legality opinion with
respect to the Preferred 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
5.1 Opinion of Piper Rudnick LLP
23.1 Consent of Piper Rudnick LLP (included as part of
Exhibit 5.1)
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 8, 2004 By: /s/ Patrick Carroll
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Patrick Carroll
Chief Financial Officer
Exhibit Index
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Exhibit Number Description
5.1 Opinion of Piper Rudnick LLP
23.1 Consent of Piper Rudnick LLP (included as part of
Exhibit 5.1)