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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 29, 1998
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
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(State of Incorporation)
1-13318
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(Commission File Number)
33-0580106
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(IRS Employer Identification No.)
220 West Crest Street, Escondido, California 92025
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(Address of principal executive offices) (Zip Code)
(760) 741-2111
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(Registrant's telephone number, including area code)
Not Applicable
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(former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
On June 10, 1998 the Board of Directors of Realty Income
Corporation (the "Company") adopted a Stockholder Rights Plan.
In connection with the Rights Plan, the Board of Directors
of the Company declared a dividend of one preferred share
purchase right (the "Rights") for each outstanding share of
common stock, par value $1.00 per share (the "Common Shares"), of
the Company outstanding at the close of business on July 1, 1998
(the "Record Date"). Each Right will entitle the registered
holder thereof, after the Rights become exercisable and until
July 1, 2008 (or the earlier redemption, exchange or termination
of the Rights), to purchase from the Company one one-hundredth
(1/100th) of a share of Class A Junior Participating Preferred
Stock, par value $1.00 per share (the "Preferred Shares"), at a
price of $104.50 per one hundredth (1/100th) of a Preferred
Share, subject to certain anti-dilution adjustments (the
"Purchase Price"). Until the earlier to occur of (i) ten (10)
days following a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more of the
Common Shares (an "Acquiring Person") or (ii) ten (10) business
days (or such later date as may be determined by action of the
Board of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the
commencement or announcement of an intention to make a tender
offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of 15% or more of
the Common Shares (the earlier of (i) and (ii) being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate. The Rights will
be transferred with and only with the Common Shares until the
Distribution Date or earlier redemption or expiration of the
Rights. As soon as practicable following the Distribution Date,
separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights will at no time have any voting rights.
Each Preferred Share purchasable upon exercise of the Rights
will be entitled, when, as and if declared, to a minimum
preferential quarterly dividend payment of $1.00 per share but
will be entitled to an aggregate dividend of 100 times the
dividend, if any, declared per Common Share. In the event of
liquidation, dissolution or winding up of the Company, the
holders of the Preferred Shares will be entitled to a
preferential liquidation payment of $100 per share plus any
accrued but unpaid dividends but will be entitled to an aggregate
payment of 100 times the payment made per Common Share. Each
Preferred Share will have 100 votes and will vote together with
the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100
times the amount received per Common Share. Preferred Shares
will not be redeemable. These Rights are protected by customary
anti-dilution provisions. Because of the nature of the Preferred
Share's dividend, liquidation and voting rights, the value of one
one-hundredth of a Preferred Share purchasable upon exercise of
each Right should approximate the value of one Common Share.
In the event that a Person becomes an Acquiring Person or if
the Company were the surviving corporation in a merger with an
Acquiring Person or any affiliate or associate of an Acquiring
Person and the Common Shares were not changed or exchanged, each
holder of a Right, other than Rights that are or were acquired or
beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive
upon exercise that number of Common Shares having a market value
of two times the then current Purchase Price of one Right. In
the event that, after a person has become an Acquiring Person,
the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning
power were sold, proper provision shall be made so that each
holder of a Right shall thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price of
the Right, that number of shares of common stock of the acquiring
company which at the time of such transaction would have a market
value of two times the then current Purchase Price of one Right.
At any time after a Person becomes an Acquiring Person and
prior to the earlier of one of the events described in the last
sentence in the previous paragraph or the acquisition by such
Acquiring Person of 50% or more of the then outstanding Common
Shares, the Board of Directors may cause the Company to exchange
the Rights (other than Rights owned by an Acquiring Person which
have become void), in whole or in part, for that number of Common
Shares having an aggregate value equal to the Spread (the excess
of the value of the Adjustment Shares issuable upon the exercise
of a Right over the Purchase Price) per Right (subject to
adjustment).
The Rights may be redeemed in whole, but not in part, at a
price of $.01 per Right (the "Redemption Price") by the Board of
Directors at any time prior to the time that an Acquiring Person
has become such. The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
The Rights will expire on July 1, 2008 (unless earlier
redeemed, exchanged or terminated). The Bank of New York is the
Rights Agent.
The Purchase Price payable, and the number of one one-
hundredths of a Preferred Share or other securities or property
issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification
of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights, options or warrants to
subscribe for or purchase Preferred Shares or convertible
securities at less than the current market price of the Preferred
Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness, cash, securities or assets
(excluding regular periodic cash dividends at a rate not in
excess of 125% of the rate of the last regular periodic cash
dividend theretofore paid or, in case regular periodic cash
dividends have not theretofore been paid, at a rate not in excess
of 50% of the average net income per share of the Company for the
four quarters ended immediately prior to the payment of such
dividend, or dividends payable in Preferred Shares (which
dividends will be subject to the adjustment described in clause
(i) above)) or of convertible securities, subscription rights or
warrants (other than those referred to above).
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company beyond those
as an existing stockholder, including, without limitation, the
right to vote or to receive dividends.
Any of the provisions of the Rights Agreement dated as of
June 25, 1998 between the Company and the Rights Agent (the
"Rights Agreement") may be amended by the Board of Directors of
the Company for so long as the Rights are then redeemable, and
after the Rights are no longer redeemable, the Company may amend
or supplement the Rights Agreement in any manner that does not
adversely affect the interests of the holder of the Rights.
One Right will be distributed to stockholders of the Company
for each Common Share owned of record by them on July 1, 1998.
As long as the Rights are attached to the Common Shares, the
Company will issue one Right with each new Common Share so that
all such shares will have attached Rights. The Company has
agreed that, from and after the Distribution Date, the Company
will reserve 1,000,000 Preferred Shares initially for issuance
upon exercise of the Rights.
The rights are designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any
proposed takeover of the Company and to guard against partial
tender offers, open market accumulations and other abusive
tactics to gain control of the Company without paying all
stockholders a control premium. The Rights will cause
substantial dilution to a person or group that acquires 15% or
more of the Company's stock on terms not approved by the
Company's Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the
Board of Directors at any time prior to the first date that a
Person or group has become an Acquiring Person.
The Rights Agreement specifying the terms of the Rights and
the text of the press release announcing the declaration of the
Rights, are incorporated herein by reference as exhibits to this
Current Report. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.
Item 7. EXHIBITS.
4.1 Rights Agreement, dated as of June 25, 1998, between
Realty Income Corporation and The Bank of New York,
which includes the form of Articles Supplementary of
the Class A Junior Participating Preferred Stock of
Realty Income Corporation as Exhibit A, the form of
Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C. (F1)
99.1 Text of Press Release, dated June 11, 1998. (F1)
(F1) Previously filed as an exhibit to the Company's
registration statement on Form 8-A dated June 26, 1998, and
incorporated herein by reference.
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SIGNATURE
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.
REALTY INCOME CORPORATION
Dated: June 29, 1998 By /S/Michael R. Pfeiffer
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Name: Michael R. Pfeiffer
Title: Senior Vice President
and General Counsel
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EXHIBIT INDEX
4.1 Rights Agreement, dated as of June 25, 1998, between Realty
Income Corporation and The Bank of New York, which includes
the form of Articles Supplementary of the Class A Junior
Participating Preferred Stock of Realty Income Corporation
as Exhibit A, the form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Shares as
Exhibit C. (F1)
99.1 Text of Press Release, dated June 11, 1998. (F1)
(F1) Previously filed as an exhibit to the Company's
registration statement on Form 8-A dated June 26, 1998, and
incorporated herein by reference.
