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) February 25, 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 1.01. Entry into a Material Definitive Agreement.
Potential Portfolio Acquisition
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Purchase and Sale Agreement
On February 25, 2005, Lexington Corporate Properties Trust (the "Trust") entered
into a Purchase and Sale Agreement (the "Purchase and Sale Agreement") to
purchase a portfolio of twenty seven (27) properties (the "Properties") from
affiliates of Wells Real Estate Investment Trust, Inc. (the "Sellers"). None of
the Sellers are affiliated with the Trust. The portfolio consists of twenty four
(24) office properties, two (2) industrial properties and one (1)
office/research and development properties. None of the Properties is currently
encumbered by mortgage or similar financing. The total purchase price is
approximately $786.0 million.
In connection with the execution of the Purchase and Sale Agreement, the Trust
paid a deposit of $40.5 million to the Sellers, which will be applied to the
purchase price. Under the Purchase and Sale Agreement, the Trust is required to
pay certain closing costs including attorneys' fees, title insurance premiums
for "extended" coverage and all endorsements as to all owner's title insurance
policies issued to the Trust, title insurance premiums for mortgage title
insurance policies, other recording fees, and all other costs and expenses
incurred by the Trust in connection with the closing and consummating the
transaction. The Trust and the Sellers are each required to pay 50% of the costs
of all surveys and real estate transfer taxes, although the Trust's obligation
for transfer taxes is subject to a maximum obligation of approximately $0.9
million.
Under the Purchase and Sale Agreement, the closing of the transaction will occur
no earlier than March 25, 2005. Each of the Trust and the Sellers has the right
to extend the closing date until no later than April 29, 2005, by giving written
notice to the other party on or before March 22, 2005. The agreement is subject
to a number of closing conditions, all of which must be satisfied for the
closing to occur.
The Purchase and Sale Agreement contains customary representations and
warranties and customary indemnification provisions.
The Purchase and Sale Agreement provides the Trust with the right of specific
performance. Alternatively, if the Sellers willfully default on their
obligations under the Purchase and Sale Agreement, the Trust is entitled to a
refund of its deposit and liquidated damages of up to $10 million. If the Trust
breaches its obligation to close, the Sellers have the right to keep the initial
deposit.
The Trust may assign its rights to purchase the properties to its subsidiaries
and affiliates including, without limitation, certain joint venture programs.
The Trust has received preliminary
commitments from its existing joint venture partners to purchase six (6) of the
properties, with an aggregate purchase price of $296.1 million, in its existing
joint venture programs.
Financing Arrangements
To finance the acquisition, the Trust received a loan commitment from JP Morgan
Chase Bank, N.A., for $558.3 million of non-recourse first mortgage loans (the
"Loans"), secured by individual first mortgages on each of the Properties and on
five other properties which the Trust presently owns free and clear. $540.7
million of the Loans will bear interest at a weighted average fixed rate of
5.20% and the balance will bear interest at a floating rate. The Loans will
mature in six to ten years with a weighted average maturity of approximately
eight years, three months. The Loans are subject to final documentation and
standard closing conditions.
The balance of the purchase price is expected to be funded from equity
commitments from existing joint venture partners ($73.6 million) and cash
balances ($154.1 million).
Properties
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Year
Est. 1st Yr. Lease Square Constructed/
Property Location Tenants or Guarantors NOI ($000) Exps. Footage Renovated
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Office
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275 South Valencia Ave. Bank of America $ 7,574 06/12 637,503 1983
Los Angeles, CA(1)
6303 Barfield Road & Internet Security Systems, Inc. 5,398 05/13 289,000 2001
859 Mount Vernon Hwy. 2003
Atlanta, GA(2)
8900 Freeport Pkwy. Nissan North America, Inc. 4,427 03/13 268,445 2002
Dallas, TX(1)
601 & 701 Experian Pkwy. TRW Inc./Experian 3,579 10/10 292,700 1981
Dallas, TX Information Solutions, Inc. 1983
110, 120, & 130 E. Shore Dr. Capital One Services, Inc. 2,800 03/10 68,500 2000
Richmond, VA(1), (3) 05/06 77,045 1998
02/10 79,675 2000
2050 Roanoke Road Chrysler Financial Company 2,390 12/11 130,290 2001
Ft. Worth, TX(1) LLC
27404 Drake Road Dana Corporation 2,331 10/21 112,480 1999
Farmington Hills, MI
1311 Broadfield Blvd. Transocean, Inc. 2,233 03/11 103,260 2000
Houston, TX Newpark Resources, Inc. 08/09 52,731
810-820 Gears Road IKON Office Solutions, Inc. 2,211 01/13 157,790 2000
Houston, TX
200 Lucent Lane Lucent Technologies, Inc. 1,996 09/11 120,000 1999
Raleigh, NC(1)
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Year
Est. 1st Yr. Lease Square Constructed/
Property Location Tenants or Guarantors NOI ($000) Exps. Footage Renovated
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8555 South River Pkwy. ASM Lithography Holding NV 1,939 06/13 95,133 1998
Tempe, AZ
10475 Crosspoint Blvd. John Wiley & Sons, Inc. 1,825 10/09 123,674 1999
Fishers, IN Robert Half International 04/05 2,960
United Student Aid Fund 07/05 14,413
3201 Quail Springs Pkwy. AT&T Wireless Services, Inc. 1,656 08/10 103,500 1999
Oklahoma City, OK Jordan Associates, Inc. 12/08 25,000
16676 Northcase Dr. Kerr-McGee Corporation 1,545 07/14 101,111 2003
Houston, TX
6200 Northwest Pkwy. PacifiCare Health Systems, 1,528 11/10 142,500 2000
San Antonio, TX Inc.
2550 Interstate Dr. AT&T Wireless Services, Inc. 1,412 11/08 81,859 1998
Harrisburg, PA
15501 North Dial Blvd. The Dial Corporation 1,388 08/08 129,689 1998
Phoenix, AZ
2310 Village Square Pkwy. AmeriCredit Corporation 1,330 06/11 85,000 2001
Jacksonville, FL
4848 129th East Ave. Metris Companies, Inc. 1,307 01/10 101,100 2000
Tulsa, OK
4000 Johns Creek Pkwy. Kraft Foods North America, 1,214 01/12 73,264 2001
Atlanta, GA Inc.
PerkinElmer Instruments LLC 11/16 13,955
2800 Waterford Lake Dr. Alstom Power, Inc. 1,175 10/14 99,057 2000
Richmond, VA
3940 South Teller St. Travelers Express Company, 1,091 03/12 68,165 2002
Lakewood, CO Inc.
5757 Decatur Blvd. Allstate Insurance Company 1,075 08/12 84,200 2002
Indianapolis, IN Holladay Property Services 09/06 5,756
Midwest Inc.
12600 Gateway Blvd. Gartner, Inc. 981 01/13 62,400 1997
Ft. Meyers, FL
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Subtotal - Office $ 54,405 3,802,155
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Industrial
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3820 Micro Drive Ingram Micro Inc. $ 2,035 09/11 701,819 1997
Memphis, TN
Office/R & D
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6938 Elm Valley Dr. Dana Corporation 1,843 10/21 150,945 1999
Kalamazoo, MI
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Year
Est. 1st Yr. Lease Square Constructed/
Property Location Tenants or Guarantors NOI ($000) Exps. Footage Renovated
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Warehouse/Office
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3600 Army Post Rd. Electronic Data Systems 2,605 04/12 405,000 2002
Des Moines, IA(1) Corp.
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Grand Total $ 60,888 5,059,919
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1 Received preliminary commitment from one of our joint venture partners to
purchase in an existing joint venture program.
2 Three buildings - buildings one and two were constructed in 2001, and
building three was constructed in 2003.
3 Three buildings.
Item 2.02. Results of Operations and Financial Conditions.
Earnings Press Release
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On March 1, 2005, the Trust issued a press release announcing its financial
results for the year ended December 31, 2004 (the "Earnings Press Release"). A
copy of the Earnings Press Release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this "Item 2.02 Results of Operations and
Financial Condition," including Exhibit 99.1, 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 under that
section and shall not be deemed to be incorporated by reference into any filing
of the Trust under the Securities Act of 1933, as amended (the "Act"), or the
Exchange Act, regardless of any general incorporation language in such filing.
Item 7.01. Regulation FD Disclosure.
Potential Acquisition Press Release
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On February 28, 2005, the Trust issued a press release (the "Potential
Acquisition Press Release") announcing the execution of the Purchase and Sale
Agreement. A copy of the Potential Acquisition Press Release is furnished
herewith as Exhibit 99.2.
The information furnished pursuant to this "Item 7.01 Regulation FD Disclosure,"
including Exhibit 99.2, shall not be deemed to be "filed" for the purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities under
that section and shall not be deemed to be incorporated by reference into any
filing of the Trust under the Act or the Exchange Act, regardless of any general
incorporation language in such filing.
Supplemental Information
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On March 1, 2005, the Trust made available supplemental information (the
"Supplemental Reporting Package") concerning its operations and portfolio as of
December 31, 2004. A copy of the Supplemental Reporting Package is furnished
herewith as Exhibit 99.3.
The information furnished pursuant to this "Item 7.01 Regulation FD Disclosure,"
including Exhibit 99.3, shall not be deemed to be "filed" for the purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities under
that section and shall not be deemed to be incorporated by reference into any
filing of the Trust under the Act or the Exchange Act, regardless of any general
incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
99.1 Earnings Press Release issued March 1, 2005.
99.2 Potential Acquisition Press Release issued February
28, 2005.
99.3 Supplemental Reporting Package for the year ended
December 31, 2004.
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: March 3, 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
99.1 Press Release issued February 28, 2005.
99.2 Potential Acquisition Press Release issued February
28, 2005.
99.3 Supplemental Reporting Package for the year ended
December 31, 2004.