As filed with the Securities and Exchange Commission on January 27, 2003
Registration No. 333-102307
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEXINGTON CORPORATE PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland ` 13-3717318
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification Number)
Organization)
355 Lexington Avenue
New York, NY 10017
(212) 692-7260
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
T. Wilson Eglin With copies to:
President and Chief Operating Officer Barry A. Brooks, Esq.
Lexington Corporate Properties Trust Mark Schonberger, Esq.
355 Lexington Avenue Paul, Hastings, Janofsky & Walker LLP
New York, NY 10017 75 East 55th Street
(212) 692-7260 New York, New York 10022
(Name, Address, Including Zip Code, and (212) 318-6000
Telephone Number, Including Area Code,
of Agent For Service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of each class of Maximum Aggregate Amount of
securities Amount to Be Offering Price Offering Registration
to be registered Registered Per Unit (1) Price (1) Fee (1)
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Common shares of beneficial interest, 17,901 shares $15.97 $285,878.97 $26.30 (2)
par value $.0001 per share........
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, based upon the
average of the high and low reported sales prices for the registrant's
common shares of beneficial interest, as reported on the New York Stock
Exchange on December 27, 2002, which was within five business days prior to
the filing of this registration statement.
(2) The registration fee under this registration statement has been previously
paid in connection with the filing of the original registration statement
on December 31, 2002.
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The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant will file a
further amendment which specifically states that this Registration Statement
will thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement will become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering are as follows:
Securities and Exchange Commission
registration fee................................ $ 26.30
Accounting fees and expenses...................... 5,000.00
Legal fees and expenses........................... 10,000.00
Miscellaneous..................................... 1,000.00
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TOTAL...................................... $ 16,026.30
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ITEM 15. INDEMNIFICATION OF TRUSTEES AND OFFICERS.
Our trustees and officers are and will be indemnified against certain
liabilities under Maryland law, and under our Declaration of Trust. Our
Declaration of Trust requires us to indemnify our trustees and officers to the
fullest extent permitted from time to time by the laws of Maryland. Our
Declaration of Trust also provides that, to the fullest extent permitted under
Maryland law, our trustees and officers will not be liable to us or our
shareholders for money damages.
Section 2-418 of the Maryland General Corporation Law of generally
permits indemnification of any trustee made a party to any proceedings by reason
of service as a trustee unless it is established that (i) the act or omission of
such person was material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate dishonesty; or
(ii) such person actually received an improper personal benefit in money
property or services; or (iii) in the case of any criminal proceeding, such
person had reasonable cause to believe that the act or omission was unlawful.
The indemnity may include judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the trustee in connection with the
proceeding; but, if the proceeding is one by or in the right of the corporation,
indemnification is not permitted with respect to any proceeding in which the
trustee has been adjudged to be liable to the corporation, or if the proceeding
is one charging improper personal benefit to the trustee, whether or not
involving action in the trustee's official capacity, indemnification of the
trustee is not permitted if the trustee was adjudged to be liable on the basis
that personal benefit was improperly received. The termination of any proceeding
by conviction or upon a plea of nolo contendere or its equivalent, or any entry
of an order of probation prior to judgment, creates a rebuttable presumption
that the trustee did not meet the requisite standard of conduct required for
permitted indemnification. The termination of any proceeding by judgment, order
or settlement, however, does not create a presumption that the trustee failed to
meet the requisite standard of conduct for permitted indemnification.
The foregoing reference is necessarily subject to the complete text of
our Declaration of Trust and the statute referred to above and is qualified in
its entirety by reference thereto.
We have also entered into indemnification agreements with certain
officers and trustees for the purpose of indemnifying such persons from certain
claims and action in their capacities as such.
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ITEM 16. EXHIBITS.
EXHIBIT NO. EXHIBIT
3.1 Declaration of Trust of the Company, dated December 31, 1997
(filed as Exhibit 3.1 to the Company's Current Report on Form
8-K filed January 16, 1998) *
3.2 By-Laws of the Company (filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997
(the "1997 10-K") *
3.3 Articles of Amendment of Declaration of Trust of the Company
(filed as Exhibit 3.3 to the Company's Registration Statement
on Form S-4 (File No. 333-70790)) *
4.1 Specimen of Common Shares Certificate of the Company (filed as
Exhibit 3.2 to the 1997 10-K) *
5.1 Opinion of Piper Rudnick LLP (filed as Exhibit 5.1 to the
Company's Registration Statement filed on Form S-3 (File No.
333-102307)) *
5.2 Opinion of Paul, Hastings, Janofsky & Walker, LLP +
23.1 Consent of Piper Rudnick LLP *
23.2 Consent of Paul, Hastings, Janofsky & Walker, LLP (included as
part of Exhibit 5.1 to the Company's Registration Statement
filed on Form S-3 (File No. 333-102307)) *
23.3 Consent of KPMG LLP * (filed as Exhibit 23.2 to the Company's
Registration Statement filed on Form S-3 (File No. 333-102307)) *
24 Power of Attorney (included on signature page filed with the
Company's Registration Statement filed on Form S-3 (File No.
333-102307)) *
_______________
* Incorporated by reference
+ Filed herewith
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement will be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on January 24, 2003.
LEXINGTON CORPORATE PROPERTIES TRUST
By: /s/ T. Wilson Eglin
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T. Wilson Eglin
Chief Executive Officer, President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
---------------------------------- ------------------------------- ------------------------------
Signature Capacity Date
---------------------------------- ------------------------------- ------------------------------
* Chairman of the Board and January 24, 2003
--------------------------------- Trustee
E. Robert Roskind
---------------------------------- ------------------------------- ------------------------------
* Vice Chairman of the Board,
--------------------------------- Chief Investment Officer and January 24, 2003
Richard J. Rouse Trustee
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* Chief Executive Officer,
--------------------------------- President, Chief Operating January 24, 2003
T. Wilson Eglin Officer and Trustee
(Principal Executive Officer)
---------------------------------- ------------------------------- ------------------------------
*
--------------------------------- Chief Financial Officer, January 24, 2003
Patrick Carroll Treasurer and Vice President
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* Vice President, Chief
--------------------------------- Accounting Officer and January 24, 2003
Paul R. Wood Secretary
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*
--------------------------------- Trustee January 24, 2003
Geoffrey Dohrmann
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*
--------------------------------- Trustee January 24, 2003
Carl D. Glickman
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*
--------------------------------- Trustee January 24, 2003
Jack A. Shaffer
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* January 24, 2003
--------------------------------- Trustee
Seth M. Zachary
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*By: /s/ T. Wilson Eglin
-----------------------------
T. Wilson Eglin
Attorney-in-fact
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
3.1 Declaration of Trust of the Company, dated December 31, 1997
(filed as Exhibit 3.1 to the Company's Current Report on Form
8-K filed January 16, 1998) *
3.2 By-Laws of the Company (filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997
(the "1997 10-K") *
3.3 Articles of Amendment of Declaration of Trust of the Company
(filed as Exhibit 3.3 to the Company's Registration Statement
on Form S-4 (File No. 333-70790)) *
4.1 Specimen of Common Shares Certificate of the Company (filed as
Exhibit 3.2 to the 1997 10-K) *
5.1 Opinion of Piper Rudnick LLP (filed as Exhibit 5.1 to the
Company's Registration Statement filed on Form S-3 (File No.
333-102307)) *
5.2 Opinion of Paul, Hastings, Janofsky & Walker, LLP +
23.1 Consent of Piper Rudnick LLP *
23.2 Consent of Paul, Hastings, Janofsky & Walker, LLP (included as
part of Exhibit 5.1 to the Company's Registration Statement
filed on Form S-3 (File No. 333-102307)) *
23.3 Consent of KPMG LLP * (filed as Exhibit 23.2 to the Company's
Registration Statement filed on Form S-3 (File No. 333-102307)) *
24 Power of Attorney (included on signature page filed with the
Company's Registration Statement filed on Form S-3 (File No.
333-102307)) *
________________
* Incorporated by reference
+ Filed herewith