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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 33-0580106
(State of incorporation or organization) (IRS Employer Identification No.)
220 West Crest Street, Escondido, California, 92025
(Address of principal executive offices) (Zip Code)
If this form relates to If this form relates to the registration
the registration of a of a class of debt securities and is to
class of debt securities become effective simultaneously with the
and is effective upon effectiveness of a concurrent
filing pursuant to registration statement under the
General Instruction Securities Act of 1933 pursuant to
A(c)(i) please check the General Instruction A(c)(2) please check
following box. / / the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
8 1/4% Monthly Income Senior Notes due 2008 New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
This registration statement relates to the registration with the
Securities and Exchange Commission 8 1/4% Monthly Income Senior Notes (the
"Notes") of Realty Income Corporation, a Maryland corporation (the
"Registrant"). A description of the Notes is incorporated herein by
reference to the Section entitled "Description of the Notes" in the
Registrant's Prospectus Supplement relating to the Notes to be filed with the
Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)
subsequent to the date hereof and the Section entitled "Description of Debt
Securities" in the related prospectus dated October 1, 1997 filed with the
SEC on October 2, 1997.
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Item 2. EXHIBITS
1. Articles of Incorporation, incorporated herein by reference to
Appendix B in the Registrant's 1997 Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on March 28, 1997.
2. Bylaws as amended and restated, incorporated herein by reference to
Appendix C in the Registrant's 1997 Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on March 28, 1997.
3. Rights Agreement, dated as of June 25, 1998 between Realty Income
Corporation and The Bank of New York incorporated herein by reference
from 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 to the Registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission
on June 26, 1998.
4. Form of Note.
5. Form of Indenture between the Registrant and The Bank of New York, as
trustee, relating to the Notes is incorporated herein by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (File
No. 333-34311), as amended.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned hereunto duly authorized.
REALTY INCOME CORPORATION
Dated: October 30, 1998 By /s/ Michael R. Pfeiffer
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Name: Michael R. Pfeiffer
Title: Senior Vice-President, General Counsel
and Secretary
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PRINCIPAL AMOUNT
$100,000,000
(4,000,000 Notes, $25
principal amount each)
REGISTERED NO.:
CUSIP NO.: 756109 203
REALTY INCOME CORPORATION
8 1/4% MONTHLY INCOME SENIOR NOTE DUE 2008
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,
AND, UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE FORM AS
AFORESAID, MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ITS NOMINEE TO A
SUCCESSOR DEPOSITARY OR ITS NOMINEE.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Realty Income Corporation, a Maryland corporation (the "Company,"
which term shall include any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of One Hundred Million Dollars on
October 28, 2008, and to pay interest thereon from the date of issuance, or
from the most recent date to which interest has been paid or duly provided
for, monthly in arrears on the 15th of each month (each, an "Interest Payment
Date"), commencing December 15th, 1998, at the rate of 8 1/4% per annum,
until the entire principal amount hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Note (or one or more Predecessor
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Securities) is registered in the security register applicable to the notes at
the close of business on the 1st day of each month (the "Regular Record
Date"), as the case may be, immediately before the Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date, and may either
be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Notes of this series not less than 10
days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. If any principal of or premium, if any, or interest on any of the
Notes is not paid when due, then such overdue principal and, to the extent
permitted by law, such overdue premium or interest, as the case may be, shall
bear interest, until paid or until such payment is duly provided for, at the
rate of 8 1/4% per annum.
Payments of principal, premium, if any, and interest in respect of
this Note will be made by the Company in Dollars by wire transfer of
immediately available funds; provided that, in the event that this Note is
issued in definitive certificated form, the Holder hereof shall have given
appropriate wire transfer instructions to the Company and, in the event that
such wire transfer instructions shall not have been given to the Company by
the Holder of any Note issued in definitive certificated form, payments of
interest on such Note may be made by mailing a check for such interest to the
address of such Holder as it appears on the Security Register. The place
where the principal of, premium, if any, and interest on this Note shall be
payable, where this Note may be surrendered for the registration of transfer
or exchange and where notices or demands to or upon the Company in respect of
the Notes and the Indenture may be served shall be the office or agency
maintained by the Company for such purpose in the Borough of Manhattan, The
City of New York, which shall initially be the Corporate Trust Office of the
Trustee at 101 Barclay St., Floor 21 West, New York, New York 10286.
This Note is one of a duly authorized issue of Securities of the
Company (herein called the "Notes"), issued as a series of Securities under
an indenture dated as of October 28, 1998 (the "Indenture"), between the
Company and The Bank of New York, as trustee (the "Trustee," which term
includes any successor trustee under the Indenture with respect to the
Notes), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to
be, authenticated and delivered. This Note is one of the duly authorized
series designated as the "8 1/4% Monthly Income Senior Notes due 2008,"
limited (subject to exceptions provided in the Indenture) in aggregate
principal amount to $100,000,000. All terms used in this Note which are
defined in the Indenture and not defined herein shall have the meanings
assigned to them in the Indenture.
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of the Company on the Notes and (b) certain
restrictive covenants and the related defaults and Events of Default
applicable to the Company, in each case, upon compliance by the Company with
certain conditions set forth in the Indenture, which provisions apply to this
Note.
In addition to the covenants of the Company contained in the
Indenture, the Company makes the following covenants with respect to, and for
the benefit of the Holders of, the Notes:
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LIMITATION ON INCURRENCE OF TOTAL DEBT. The Company will not, and
will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt,
if, immediately after giving effect to the incurrence of such additional Debt
and the application of the proceeds therefrom on a pro forma basis, the
aggregate principal amount of all outstanding Debt of the Company and its
Subsidiaries on a consolidated basis determined in accordance with GAAP is
greater than 60% of the sum of (i) the Company's Total Assets as of the end of
the latest fiscal quarter covered in the Company's Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, as the case may be, most recently filed with the
Commission (or, if such filing is not required under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), with the Trustee) prior to the
incurrence of such additional Debt and (ii) the increase, if any, in Total
Assets from the end of such quarter including, without limitation, any increase
in Total Assets caused by the application of the proceeds of such additional
Debt (such increase together with the Company's Total Assets is referred to as
the "Adjusted Total Assets").
LIMITATION ON INCURRENCE OF SECURED DEBT. The Company will not,
and will not permit any Subsidiary to, incur any Secured Debt, other than
Intercompany Debt, if, immediately after giving effect to the incurrence of
such additional Secured Debt and the application of the proceeds therefrom on
a pro forma basis, the aggregate principal amount of all outstanding Secured
Debt of the Company and its Subsidiaries on a consolidated basis determined
in accordance with GAAP is greater than 40% of the Company's Adjusted Total
Assets.
DEBT SERVICE COVERAGE. The Company will not, and will not permit
any Subsidiary to, incur any Debt, other than Intercompany Debt, if the ratio
of Consolidated Income Available for Debt Service to the Annual Debt Service
Charge for the period consisting of the four consecutive fiscal quarters most
recently ended prior to the date on which such additional Debt is to be
incurred is less than 1.5 to 1.0, on a pro forma basis after giving effect to
the incurrence of such Debt and the application of the proceeds therefrom,
and calculated on the assumption that (i) such Debt and any other Debt
incurred by the Company or any of its Subsidiaries since the first day of
such four-quarter period and the application of the proceeds therefrom
(including to refinance other Debt since the first day of such four-quarter
period) had occurred on the first day of such period, (ii) the repayment or
retirement of any other Debt of the Company or any of its Subsidiaries since
the first day of such four-quarter period had occurred on the first day of
such period (except that, in making such computation, the amount of Debt
under any revolving credit facility, line of credit or similar facility shall
be computed based upon the average daily balance of such Debt during such
period), and (iii) in the case of any acquisition or disposition by the
Company or any Subsidiary of any asset or group of assets since the first day
of such four-quarter period, including, without limitation, by merger, stock
purchase or sale, or asset purchase or sale, such acquisition or disposition
had occurred on the first day of such period with the appropriate adjustments
with respect to such acquisition or disposition being included in such pro
forma calculation. If the Debt giving rise to the need to make the foregoing
calculation or any other Debt incurred after the first day of the relevant
four-quarter period bears interest at a floating rate then, for purposes of
calculating the Annual Debt Service Charge, the interest rate on such Debt
shall be computed on a pro forma basis as if the average interest rate which
would have been in effect during the entire such four-quarter period had been
the applicable rate for the entire such period.
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MAINTENANCE OF TOTAL UNENCUMBERED ASSETS. The Company will
maintain at all times Total Unencumbered Assets of not less than 150% of the
aggregate outstanding principal amount of the Unsecured Debt of the Company
and its Subsidiaries, computed on a consolidated basis in accordance with
GAAP.
CERTAIN DEFINITIONS. As used herein, the following terms will have
the meanings set forth below:
"ANNUAL DEBT SERVICE CHARGE" as of any date means the amount which is
expensed in any 12-month period for interest on Debt of the Company and its
Subsidiaries.
"CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE" for any period means
Consolidated Net Income plus, without duplication, amounts which have been
deducted in determining Consolidated Net Income during such period for
(i) Consolidated Interest Expense, (ii) provisions for taxes of the Company
and its Subsidiaries based on income, (iii) amortization (other than
amortization of debt discount) and depreciation, (iv) provisions for losses
from sales or joint ventures, (v) provisions for impairment losses, (vi)
increases in deferred taxes and other non-cash charges, (vii) charges
resulting from a change in accounting principles, and (viii) charges for
early extinguishment of debt, and less, without duplication, amounts which
have been added in determining Consolidated Net Income during such period
for (a) provisions for gains from sales or joint ventures, and (b)
decreases in deferred taxes and other non-cash items.
"CONSOLIDATED INTEREST EXPENSE" for any period, and without
duplication, means all interest (including the interest component of
rentals on capitalized leases, letter of credit fees, commitment fees and
other like financial charges) and all amortization of debt discount on all
Debt (including, without limitation, payment-in-kind, zero coupon and other
like securities) but excluding legal fees, title insurance charges, other
out-of-pocket fees and expenses incurred in connection with the issuance of
Debt and the amortization of any such debt issuance costs that are
capitalized, all determined for the Company and its Subsidiaries on a
consolidated basis in accordance with GAAP.
"CONSOLIDATED NET INCOME" for any period means the amount of
consolidated net income (or loss) of the Company and its Subsidiaries for
such period determined on a consolidated basis in accordance with GAAP.
"DEBT" means any indebtedness of the Company or any Subsidiary,
whether or not contingent, in respect of (i) money borrowed or evidenced by
bonds, notes, debentures or similar instruments, (ii) indebtedness secured
by any mortgage, pledge, lien, charge, encumbrance, trust deed, deed of
trust, deed to secure debt, security agreement or any security interest
existing on property owned by the Company or any Subsidiary, (iii) letters
of credit or amounts representing the balance deferred and unpaid of the
purchase price of any property except any such balance that constitutes an
accrued expense or trade payable or (iv) any lease of property by the
Company or any Subsidiary as lessee that is reflected on the Company's
consolidated balance sheet as a capitalized lease in accordance with GAAP,
in the case of items of indebtedness under (i) through (iii) above to the
extent that
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any such items (other than letters of credit) would appear as liabilities
on the Company's consolidated balance sheet in accordance with GAAP, and
also includes, to the extent not otherwise included, any obligation of
the Company or any Subsidiary to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in the
ordinary course of business), indebtedness of another person (other than
the Company or any Subsidiary) of the type referred to in (i), (ii),
(iii) or (iv) above (it being understood that Debt shall be deemed to be
incurred by the Company or any Subsidiary whenever the Company or such
Subsidiary shall create, assume, guarantee or otherwise become liable in
respect thereof).
"EXECUTIVE GROUP" means, collectively, those individuals holding the
offices of Chairman, Vice-Chairman, Chief Executive Officer, President,
Chief Operating Officer or any Vice President of the Company.
"INTERCOMPANY DEBT" means indebtedness owed by the Company or any
Subsidiary solely to the Company or any Subsidiary.
"SECURED DEBT" means Debt secured by any mortgage, lien, charge,
encumbrance, trust deed, deed of trust, deed to secure debt, security
agreement, pledge, conditional sale or other title retention agreement,
capitalized lease or other security interest or agreement granting or
conveying security title to or a security interest in real property or
other tangible assets.
"SUBSIDIARY" means (i) any corporation, partnership, joint venture,
limited liability company or other entity the majority of the shares, if
any, of the non-voting capital stock or other equivalent ownership
interests of which (except directors' qualifying shares) are at the time
directly or indirectly owned by the Company, and the majority of the shares
of the voting capital stock or other equivalent ownership interests of
which (except for directors' qualifying shares) are at the time directly or
indirectly owned by the Company, any other Subsidiary or Subsidiaries,
and/or one or more individuals of the Executive Group (or, in the event of
death or disability of any of such individuals, his/her respective legal
representative(s), or such individuals' successors in office as an officer
of the Company), and (ii) any other entity the accounts of which are
consolidated with the accounts of the Company. This definition shall apply
only for purposes of the covenants set forth above under the captions
"Limitation on Incurrence of Total Debt," "Limitation on Incurrence of
Secured Debt," "Debt Service Coverage," and "Maintenance of Total
Unencumbered Assets," the other definitions set forth herein under the
caption "Certain Definitions," and, insofar as Section 801 of the Indenture
is applicable to the Notes, the term "Subsidiary," as used in Section
801(2) of the Indenture, shall have the meaning set forth in this
definition (instead of the meaning set forth in Section 101 of the
Indenture).
"TOTAL ASSETS" as of any date means the sum of (i) Undepreciated Real
Estate Assets and (ii) all other assets of the Company and its Subsidiaries
determined on a consolidated basis in accordance with GAAP (but excluding
accounts receivable and intangibles).
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"TOTAL UNENCUMBERED ASSETS" as of any date means Total Assets minus
the value of any properties of the Company and its Subsidiaries that are
encumbered by any mortgage, charge, pledge, lien, security interest, trust
deed, deed of trust, deed to secure debt, security agreement or other
encumbrance of any kind (other than those relating to Intercompany Debt),
including the value of any stock of any Subsidiary that is so encumbered
determined on a consolidated basis in accordance with GAAP. For purposes
of this definition, the value of each property shall be equal to the
purchase price or cost of each such property and the value of any stock
subject to any encumbrance shall be determined by reference to the value of
the properties owned by the issuer of such stock as aforesaid.
"UNDEPRECIATED REAL ESTATE ASSETS" as of any date means the amount of
real estate assets of the Company and its Subsidiaries on such date, before
depreciation and amortization, determined on a consolidated basis in
accordance with GAAP.
"UNSECURED DEBT" means Debt of the Company or any Subsidiary that is
not Secured Debt.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with
respect to the Notes, the Holders of not less than 25% in principal amount of
the Notes at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee reasonable indemnity and the Trustee shall
not have received from the Holders of a majority in principal amount of the
Notes at the time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt
of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Note for the enforcement
of any payment of principal of, or premium, if any, or interest on, this Note
on or after the respective due dates therefor.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Notes under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of
not less than a majority in aggregate principal amount of the Outstanding
Notes. The Indenture also contains provisions permitting the Holders of not
less than a majority in principal amount of the Notes at the time
Outstanding, on behalf of the Holders of all Notes, to waive compliance by
the Company with certain provisions of the Indenture. Furthermore,
provisions in the Indenture permit the Holders of not less than a majority of
the aggregate principal amount of the Outstanding Notes to waive, in certain
circumstances, on behalf of all Holders of the Notes, certain past defaults
under the Indenture and their consequences. Any such consent or
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waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and premium, if
any, and interest on, this Note at the times, places and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable in the Security
Register, upon surrender of this Note for registration of transfer at the
office or agency of the Company in any Place of Payment for the Notes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar for the Notes duly
executed by, the Holder hereof or his or her attorney duly authorized in
writing, and thereupon one or more new Notes of authorized denominations and
for the same aggregate principal amount will be issued to the designated
transferee or transferees.
As provided in the Indenture and subject to certain limitations
therein set forth, Notes of this series are exchangeable for a like aggregate
principal amount of Notes of this series of different authorized
denominations, as requested by the Holder surrendering the same.
The Notes of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
No recourse shall be had for the payment of the principal of, or
premium, if any, or the interest on this Note, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any past, present or future
stockholder, employee, officer or director, as such, of the Company or of any
successor, either directly or through the Company or any successor, whether
by virtue of any constitution, statute or rule of law or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Notes as a convenience to the Holders of the
Notes. No representation is made as to the correctness or accuracy of such
CUSIP numbers as printed on the Notes, and reliance may be placed only on the
other identification numbers printed hereon.
Unless the certificate of authentication hereon has been executed
by the Trustee by manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
The headings included in this Note are for convenience only and
shall not affect the construction hereof.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
REALTY INCOME CORPORATION
[SEAL] By:
---------------------------
Thomas A. Lewis
Chief Executive Officer
Attest:
By:
----------------------------------------
Michael R. Pfeiffer
Senior Vice President, General Counsel
and Secretary
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:
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Authorized Signatory
Dated: October , 1998
<PAGE>
ASSIGNMENT FORM
FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY
SELLS, ASSIGNS AND TRANSFERS TO
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Typewrite Name and Address
including Zip Code of Assignee)
the within Note of REALTY INCOME CORPORATION, and ____________________________
hereby does irrevocably constitute and appoint
______________________________________________________________________________
Attorney to transfer said Note on the books of the within-named Company with
full power of substitution in the premises.
Dated: _____________________________ ___________________________________
___________________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Note in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranty _______________________________
(Signature must be guaranteed by
a participant in a signature
guarantee medallion program)
