-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JQEjFGiSnR7p2OyILpeNVBX+egFKVUvggm7hR7V0PIAGu9X+UCeW6wFSUBlCnD5G EpayksAmH2Gd9F+Ssq98mQ== 0000902664-97-000174.txt : 19970501 0000902664-97-000174.hdr.sgml : 19970501 ACCESSION NUMBER: 0000902664-97-000174 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970430 SROS: NYSE GROUP MEMBERS: FIVE ARROWS REALTY SECURITIES L L C GROUP MEMBERS: FIVE ARROWS REALTY SECURITIES L.L.C. GROUP MEMBERS: ROTHSCHILD REALTY INVESTORS II L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES INC CENTRAL INDEX KEY: 0000910108 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133717318 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48181 FILM NUMBER: 97591293 BUSINESS ADDRESS: STREET 1: 355 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126927200 MAIL ADDRESS: STREET 1: 355 LEXINGTON AVE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIVE ARROWS REALTY SECURITIES L L C CENTRAL INDEX KEY: 0001021505 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2124033500 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lexington Corporate Properties, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 529039109 (CUSIP Number) Mr. Matthew W. Kaplan Rothschild Realty Inc. 1251 Avenue of the Americas New York, New York 10020 (212) 403-3500 (Name, address and telephone number of person authorized to receive notices and communications) April 28, 1997 (Date of event which requires filing of this statement) ______________________ If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to who copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 6 Pages 13D CUSIP No. 529039109 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON Five Arrows Realty Securities L.L.C. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS WC _____________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ (7) SOLE VOTING POWER -0- ______________________________________________________________ (8) SHARED VOTING POWER 1,325,000 (upon conversion of 1,325,000 NUMBER OF shares of Class A Senior Cumulative Convertible Preferred SHARES Stock held by the reporting person, which are convertible BENEFICIALLY into Common Stock on a 1-for-1 basis, subject to adjustment) OWNED BY ______________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10)SHARED DISPOSITIVE POWER 1,325,000 (upon conversion of 1,325,000 shares of Class A Senior Cumulative Convertible Preferred Stock held by the reporting person, which are convertible into Common Stock on a 1-for-1 basis, subject to adjustment) ____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,325,000 (upon conversion of 1,325,000 shares of Class A Senior Cumulative Convertible Preferred Stock held by the reporting person, which are convertible into Common Stock on a 1-for-1 basis, subject to adjustment) _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.0% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON OO _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 Pages 13D CUSIP No. 529039109 _____________________________________________________________________________ (1) NAME OF REPORTING PERSON Rothschild Realty Investors II L.L.C. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) SOURCE OF FUNDS WC _____________________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] _____________________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _____________________________________________________________________________ (7) SOLE VOTING POWER -0- ______________________________________________________________ (8) SHARED VOTING POWER 1,325,000 (upon conversion of 1,325,000 NUMBER OF shares of Class A Senior Cumulative Convertible Preferred SHARES Stock held by the reporting person, which are convertible BENEFICIALLY into Common Stock on a 1-for-1 basis, subject to adjustment) OWNED BY ______________________________________________________________ EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (10) SHARED DISPOSITIVE POWER 1,325,000 (upon conversion of 1,325,000 shares of Class A Senior Cumulative Convertible Preferred Stock held by the reporting person, which are convertible into Common Stock on a 1-for-1 basis, subject to adjustment) _____________________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,325,000 (upon conversion of 1,325,000 shares of Class A Senior Cumulative Convertible Preferred Stock held by the reporting person, which are convertible into Common Stock on a 1-for-1 basis, subject to adjustment) _____________________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] _____________________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.0% _____________________________________________________________________________ (14) TYPE OF REPORTING PERSON OO _____________________________________________________________________________ ** SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 6 Pages This Amendment No. 1 amends the statement on Schedule 13D (the "Schedule 13D"), of (i) Five Arrows Realty Securities L.L.C., a Delaware limited liability company ("Five Arrows") and (ii) Rothschild Realty Investors II L.L.C., a Delaware limited liability company and sole Managing Member of Five Arrows ("Rothschild") with respect to the Common Stock, par value $.001 per share (the "Common Stock") of Lexington Corporate Properties, Inc., a Maryland corporation (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on Schedule 13D. * * * Item 3 is hereby amended and restated in its entirety as follows: Item 3. Source and Amount of Funds or Other Consideration The source of funds for the purchases reported by Five Arrows herein was Five Arrows' capital. The total amount of funds used by Five Arrows to purchase the 1,325,000 shares of Class A Senior Cumulative Convertible Preferred Stock (the "Preferred Stock") reported herein was $16,562,500. * * * Item 5 is hereby amended and restated in its entirety as follows: Item 5. Interest in Securities of the Issuer (a) As of the close of business on April 28, 1997, Five Arrows owned, within the meaning of Rule 13d-3 under the Exchange Act, 1,325,000 shares of the Preferred Stock, which are convertible at any time on a 1-for-1 basis into Common Stock of the Company, subject to adjustment. Upon the full conversion of the 1,325,000 shares of Preferred Stock, at the initial conversion ratio, Five Arrows will own 14.0% of the issued and outstanding shares of Common Stock (based on the Company reporting 9,431,144 shares of Common Stock on April 28, 1997). Rothschild, as sole managing member of Five Arrows, may be deemed the beneficial owner of the 1,325,000 shares of Preferred Stock held by Five Arrows. (b) Five Arrows and Rothschild have shared power to vote and dispose of the 1,325,000 shares of Preferred Stock. Page 4 of 6 Pages (c) As reported on the Schedule 13D, Five Arrows purchased 700,000 shares of Preferred Stock from the Company on January 21, 1997 pursuant to the Investment Agreement. In consideration for the 700,000 shares of Preferred Stock, Five Arrows paid $12.50 per share for a total of $8,750,000. Five Arrows purchased 625,000 shares of Preferred Stock from the Company on April 28, 1997 pursuant to the Investment Agreement. In consideration for the 625,000 shares of Preferred Stock, Five Arrows paid $12.50 per share for a total of $7,812,500. (d) Not applicable. (e) Not applicable. Page 5 of 6 Pages SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 30, 1997 FIVE ARROWS REALTY SECURITIES L.L.C. By: /s/ Matthew W. Kaplan Matthew W. Kaplan ROTHSCHILD REALTY INVESTORS II L.L.C. By: /s/ Matthew W. Kaplan Matthew W. Kaplan Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----