As filed with the Securities and Exchange Commission on June 10, 2003
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 Organization) Identification Number)
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:
Chief Executive Officer, Barry A. Brooks, Esq.
President and Chief Operating Mark Schonberger, Esq.
Officer Paul, Hastings, Janofsky & Walker LLP
Lexington Corporate Properties Trust 75 East 55th Street
355 Lexington Avenue New York, New York 10022
New York, NY 10017 (212) 318-6000
(212) 692-7260
(Name, Address, Including Zip Code, and 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.|X| 333-49351
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 Maximum Proposed Maximum
Title of each class of securities Amount to Be Offering Price Aggregate Amount of
to be registered Registered Per Unit Offering Price Registration Fee
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Preferred shares of beneficial interest, par value
$.0001 per share $13,300,700(1) (2) $13,300,700 $1,077.36 (3)
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(1) There are being registered hereunder an indeterminate number of preferred
shares of beneficial interest as may be issued by the registrant from time
to time. Pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, the amount of securities being registered hereunder represents no
more than 20% of the $66,503,500 of unsold debt securities, preferred
shares of beneficial interest and common shares of beneficial interest
which were previously registered under a Registration Statement on Form S-3
(File No. 333-49351) filed by the registrant with the Securities and
Exchange Commission.
(2) The proposed maximum offering price per unit will be determined, from time
to time, by the registrant in connection with the issuance by the
registrant of the securities registered hereunder.
(3) The registration fee has been calculated in accordance with Rule 457 (o)
under the Securities Act of 1933, as amended. A total of $250,000,000 of
debt securities, preferred shares of beneficial interest and common shares
of beneficial interest were previously registered under a Registration
Statement on Form S-3 (File No. 333-49351) filed by the registrant with the
Securities and Exchange Commission, of which $66,503,500 remain unsold as
of the date hereof. The registration fee of $19,618 associated with such
securities was previously paid.
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Incorporation of Certain information by Reference
This Registration Statement on Form S-3 of Lexington Corporate
Properties Trust is being filed with respect to the registration of an
additional 532,028 preferred shares of beneficial interest pursuant to Rule
462(b) and General Instruction IV of Form S-3, both as promulgated under the
Securities Act of 1933, as amended.
In accordance with General Instruction IV of Form S-3, this
Registration Statement incorporates by reference the contents of the previously
filed Registration Statement on Form S-3 of Lexington Corporate Properties Trust
(File No. 333-49351), including each of the documents filed by Lexington
Corporate Properties Trust with the Securities and Exchange Commission and
incorporated or deemed to be incorporated by reference therein and all exhibits
thereto. Such previously filed Registration Statement was filed with the
Securities and Exchange Commission on April 3, 1998, was thereafter declared
effective by the Securities and Exchange Commission and remains effective as of
the date of this filing.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on June 10, 2003.
LEXINGTON CORPORATE PROPERTIES TRUST
By: /s/ T. Wilson Eglin
T. Wilson Eglin
Chief Executive Officer, President and
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints T. Wilson Eglin and E. Robert Roskind,
jointly and severally, his attorneys-in-fact, each with power of substitution
for him in any and all capacities, to sign any amendments to this Registration
Statement, to file the same, with the exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
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.
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Signature Capacity Date
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/s/ E. Robert Roskind
---------------------------------------- Chairman of the Board and Trustee June 10, 2003
E. Robert Roskind
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/s/ Richard J. Rouse
---------------------------------------- Chief Investment Officer, Vice June 10, 2003
Richard J. Rouse Chairman of the Board and Trustee
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/s/ T. Wilson Eglin
---------------------------------------- Chief Executive Officer, President, June 10, 2003
T. Wilson Eglin Chief Operating Officer and Trustee
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/s/ Patrick Carroll
---------------------------------------- Chief Financial Officer, Executive June 10, 2003
Patrick Carroll Vice President and Treasurer
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/s/ Paul R. Wood
---------------------------------------- Vice President, Chief Accounting June 10, 2003
Paul R. Wood Officer and Secretary
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/s/ Geoffrey Dohrmann
---------------------------------------- Trustee June 10, 2003
Geoffrey Dohrmann
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/s/ Carl D. Glickman
---------------------------------------- Trustee June 10, 2003
Carl D. Glickman
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/s/ Kevin Lynch
---------------------------------------- Trustee June 10, 2003
Kevin Lynch
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/s/ Jack A. Shaffer
---------------------------------------- Trustee June 10, 2003
Jack A. Shaffer
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/s/ Seth M. Zachary
---------------------------------------- Trustee June 10, 2003
Seth M. Zachary
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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5.1 Opinion of Piper Rudnick LLP regarding the legality of the
securities being registered
23.1 Consent of Piper Rudnick LLP (included as part of Exhibit 5.1)
23.2 Consent of KPMG LLP
24 Power of Attorney (included on signature page hereto)