UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2004
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition period from _________________ to ________________
Commission File Number 1-12386
LEXINGTON CORPORATE PROPERTIES TRUST
________________________________________________
(Exact name of registrant as specified in its charter)
Maryland 13-3717318
______________________________ ________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
355 Lexington Avenue
New York, NY 10017
______________________________ ___________
(Address of principal executive offices) (Zip code)
(212) 692-7200
_________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x . No
---- ----
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Act).
Yes x . No .
---- ----
Indicate the number of shares outstanding of each of the registrant's classes of
common shares, as of the latest practicable date: 48,316,079 common shares, par
value $.0001 per share on August 4, 2004.
EXPLANATORY NOTE
Lexington Corporate Properties Trust (the "Company") files this Amendment No. 1
on Form 10-Q/A to amend its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004, as filed with the Securities and Exchange Commission on August 9,
2004 (the "Quarterly Report"). In this Amendment No. 1, the Company hereby
amends Part II, Item 4 of its Quarterly Report to correct the disclosure of the
number of "withheld" votes in connection with the election of E. Robert Roskind
and T. Wilson Eglin as trustees of the Company at the Company's 2004 Annual
Meeting of Shareholders held on May 26, 2004. Due to a typographical error, the
number of "withheld" votes for Mr. Roskind was incorrectly disclosed as 425,034
and should have been disclosed as 452,034 and the number of "withheld" votes for
Mr. Eglin was incorrectly disclosed as 444,690 and should have been disclosed as
446,690. No other changes are made to the Quarterly Report.
2
PART II - OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders.
At the Company's 2004 Annual Meeting of Shareholders held on May
26, 2004, the following action was taken:
The shareholders elected nine individuals nominated to serve as
trustee of the Company until the 2005 Annual Meeting of
Shareholders, as set forth in Proposal No. 1 in the Company's
Notice of Annual Meeting of Shareholders and Proxy Statement for
the 2004 Annual Meeting of Shareholders. The nine individuals
elected, and the number of votes cast for, or withheld, with
respect to each of them follows:
Nominee for Trustee For Withhold
------------------- --- --------
E. Robert Roskind 43,042,071 452,034
Richard J. Rouse 43,047,631 446,474
T. Wilson Eglin 43,047,415 446,690
Geoffrey Dohrmann 43,114,458 379,647
Carl D. Glickman 43,198,896 295,209
James Grosfeld 43,224,645 269,460
Kevin W. Lynch 43,137,479 356,626
Stanley R. Perla 43,136,134 357,971
Seth M. Zachary 41,807,389 1,686,716
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Chief Executive Officer pursuant to rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
31.2 Certification of Chief Financial Officer pursuant to rule
13a-14(a)/15d-14(a) of the Securities Exchange Act of
1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (furnished herewith).
(b) Reports on Form 8-K filed and/or furnished during the
quarter ended June 30, 2004
Form 8-K (filed April 1, 2004)
Form 8-K (filed May 4, 2004)
Form 8-K (filed June 15, 2004)
3
SIGNATURES
----------
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 thereunto duly authorized.
Lexington Corporate Properties Trust
Date: August 12, 2004 By: /s/ T. Wilson Eglin
--------------- --------------------------------------------
T. Wilson Eglin
Chief Executive Officer, President and Chief
Operating Officer
Date: August 12, 2004 By: /s/ Patrick Carroll
--------------- --------------------------------------------
Patrick Carroll
Chief Financial Officer, Executive Vice President
and Treasurer