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) October 29, 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 1.01. Entry into a Material Definitive Agreement.
On October 29, 2004, Lex GP-1 Trust, a wholly-owned subsidiary of Lexington
Corporate Properties Trust (the "Trust") and general partner of Lepercq
Corporate Income Fund L.P. ("LCIF"), entered into the Fourth Amendment (the
"Amendment") to the Fifth Amended and Restated Limited Partnership Agreement of
LCIF, dated as of December 31, 1996, as amended by Amendment No. 1 thereto dated
as of December 31, 2000, by First Amendment thereto effective as of June 19,
2003, by Second Amendment thereto effective as of June 30, 2003, and by Third
Amendment thereto effective as of December 31, 2003 (the "LCIF Partnership
Agreement").
The purpose of the amendment is to reflect the admission of certain limited
partners as a result of an exchange of certain minority limited partnership
interests in an indirect subsidiary of the Trust for partnership units of LCIF
(the "Transaction").
E. Robert Roskind, Chairman of the Trust, and Richard J. Rouse, Vice Chairman
and Chief Investment Officer of the Trust, participated in the Transaction.
Attached to this report on Form 8-K (and incorporated herein by reference) is a
copy of the Amendment.
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
The Trust's Audit Committee concluded that the Transaction is fair to the Trust
and in the best interests of the Trust and its shareholders, and approved the
Transaction. In connection with this approval, the Audit Committee waived the
conflict of interest provisions of the Trust's Code of Ethics and Business
Conduct as they apply to Mr. Roskind and Mr. Rouse and their involvment in the
Transaction.
Item 8.01. Other Events.
On November 2, 2004, the Trust issued a press release (the "Press Release")
providing details of its lease with VarTec Telecom, Inc. ("VarTec"). A copy of
the Press Release is furnished as Exhibit 99.1 to this report on Form 8-K.
On November 2, 2004, the Trust issued a correction to the Press Release (the
"Correction"). A copy of the Correction is furnished as Exhibit 99.2 to this
report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
10.1 Fourth Amendment to the LCIF Partnership Agreement.
99.1 Press Release issued November 2, 2004.
99.2 Correction issued November 2, 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: November 4, 2004 By: /s/ Patrick Carroll
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Patrick Carroll
Chief Financial Officer
Exhibit Index
Exhibit Number Description
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10.1 Fourth Amendment to the LCIF Partnership
Agreement.
99.1 Press Release issued November 2, 2004.
99.2 Correction issued November 2, 2004.