File No. 333-
--------------------
As filed with the Securities and Exchange Commission
on December 12, 1996.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-3
under
THE SECURITIES ACT OF 1933
--------------------------------
COMMERCIAL NET LEASE REALTY, INC.
(Exact name of registrant as specified in its charter)
Maryland 56-1431377
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
400 East South Street; Suite 500
Orlando, Florida 32801
407-422-1574
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal
Executive Offices)
Kevin B. Habicht
400 East South Street; Suite 500
Orlando, Florida 32801
407-422-1574
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Thomas H. McCormick, Esq.
Shaw, Pittman, Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037
Approximate date of commencement of proposed sale to the public: As soon as
possible after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[X]
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. [ ]
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. [ ]
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 effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Maximum
Title of Shares Amount To Be Aggregate Price
To Be Registered Registered Per Unit (1)
- - ------------------------------------------------------------------------------
Common Stock 500,000 $14.4375
==============================================================================
==============================================================================
Proposed Maximum Amount of
Aggregate Offering Price (1) Registration Fee
- - ------------------------------------------------------------------------------
$7,218,750 $2,187.50
==============================================================================
(1) Estimated pursuant to Rule 457, based on the average of high and low
sales price on December 9, 1996, on the New York Stock Exchange.
PROSPECTUS
500,000 Shares Common Stock
($0.01 Par Value)
COMMERCIAL NET LEASE REALTY, INC.
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") of Commercial Net Lease Realty,
Inc. (the "Company") provides holders of the Company's common stock (the
"Shareholders") with a simple and convenient method of purchasing additional
common stock of the Company (the "Common Stock") through the reinvestment of
cash dividends without fees of any kind and at a 3% discount, subject to the
terms and conditions stated herein. All Shareholders are eligible to join the
Plan including Shareholders whose shares are held in the name of a nominee or
broker (i.e. "street name").
A Shareholder may participate in the Plan by completing an Authorization Card
and returning it to First Union National Bank of North Carolina, Shareholder
Services Group, Dividend Reinvestment Area, 230 S. Tryon Street, 11th Floor,
Charlotte, North Carolina, 28288-1153. Shareholders who are participants in
the Plan may terminate their participation at any time. Shareholders who are
not participants in the Plan and who do not want to become participants need
do nothing and will continue to receive their cash dividends, if and when
declared, as usual. Shareholders who currently participate in the Plan need
take no further action to continue participation.
This Prospectus relates to 500,000 shares of Common Stock of Commercial Net
Lease Realty, Inc. that have been registered for sale under the Plan. Please
retain this Prospectus for future reference.
The Company will use the Plan to raise additional capital.
The executive offices of the Company are located at 400 E. South Street, Suite
500, Orlando, Florida 32801.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OF SOLICITATION IN SUCH
JURISDICTION. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 12, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and files required
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Copies of such reports, proxy
statements and other information can be obtained from the Commission at
prescribed rates by addressing written requests for such copies to the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, DC 20549. These reports, proxy statements and other
information can also be inspected and copied at the public reference
facilities referred to above and at the regional offices of the Commission at:
Chicago Regional Office, Suite 1400, Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661; and New York Regional Office, 13th
Floor, Seven World Trade Center, New York, New York 10048 and also at the New
York Stock Exchange, 20 Broad Street, New York, New York 10005. Information
as of particular dates, concerning directors and officers of the Company,
their remuneration, and any material interest of such persons in transactions
with the Company is disclosed in proxy statements distributed to Shareholders
of the Company and filed with the Commission.
The Company has filed a registration statement on Form S-3 with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of the Common Stock offered hereby. As permitted by the
rules and regulations of the Commission, this Prospectus does not contain all
of the information set forth in the registration statement. For further
information, reference is made to the registration statement and its exhibits
which may be inspected and copied at or obtained from the Commission's public
reference facilities, 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC
20549 upon payment of the prescribed fees. Each statement made in this
Prospectus with respect to a document that is filed as an exhibit to the
registration statement is qualified by reference to such exhibit for a
complete statement of the terms and conditions thereof. The registration
statement is also publicly available through the Commission's web site located
at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference: (i) the Company's annual report on Form 10-K
for the year ended December 31, 1995; (ii) the Company's current reports on
Form 8-K filed January 18, 1996 (as amended on Form 8-K/A on January 23, 1996)
and August 19, 1996 (as amended on Form 8-K/A on September 11, 1996); (iii)
the Company's quarterly reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996 and (iv) the description of the
Common Stock, par value $0.01, contained in Exhibit 3.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, including
any amendments or reports filed to update such description. All documents
filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing such
documents.
Any statement contained herein or in a document incorporated herein by
reference or deemed to be incorporated by reference herein shall be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein, or in any amendment or supplement hereto, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
Copies of all documents incorporated by reference, other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates), will be provided
without charge to each person who receives a copy of this Prospectus on the
written or oral request of such person directed to Kevin B. Habicht, Chief
Financial Officer, Commercial Net Lease Realty, Inc., 400 E. South Street,
Suite 500, Orlando, Florida 32801-2878.
THE COMPANY
Commercial Net Lease Realty, Inc., a Maryland corporation, is a real estate
investment trust formed in 1984 that acquires, owns and manages a diversified
portfolio of high quality, single-tenant, freestanding properties leased to
major retail businesses under full credit, long-term commercial net leases.
The principal office of the Company is located at 400 E. South Street, Suite
500, Orlando, Florida 32801-2878. Its telephone number is (407) 422-1574.
DESCRIPTION OF THE PLAN
This prospectus relates to 500,000 shares of common stock of Commercial Net
Lease Realty, Inc., par value $0.01 per share (the "Common Stock"), that have
been registered for sale under the Commercial Net Lease Realty, Inc. Dividend
Reinvestment Plan (the "Plan").
PURPOSE
The Plan provides holders of record of the Common Stock of Commercial Net
Lease Realty, Inc. (the "Company") with a simple and convenient method to
invest their cash dividends in additional shares of Common Stock. Each
shareholder who elects to participate in the Plan (a "Participant") will
receive a 3% discount on shares of Common Stock purchased with reinvested
dividends. In addition, each Participant will receive free custodial service
for the shares acquired through the Plan. The Company will pay any brokerage
commissions, service charges or other fees related to participation in the
Plan. The Plan will be administered by First Union National Bank of North
Carolina (the "Plan Administrator").
The Plan Administrator will purchase shares issued by the Company from
previously authorized but unissued Common Stock. Shares purchased from the
Company will provide the Company with funds for general corporate purposes.
BENEFITS TO PARTICIPATING SHAREHOLDERS
The primary benefits for shareholders participating in the Plan are:
1. ECONOMICAL PURCHASE OF SHARES. The Plan provides a 3% discount on
shares purchased through reinvested dividends. Additionally, the
Company pays any additional fees or commissions associated with the
purchase of shares under the Plan.
2. TOTAL UTILIZATION OF FUNDS. The full amount of dividends may be
reinvested since fractional share interests (computed to three decimal
places) may be held under the Plan.
3. SIMPLIFIED RECORD KEEPING AND SAFEKEEPING. Record keeping is simplified
through the free custodial service and reporting provisions provided by
the Plan Administrator.
ELIGIBILITY
Shareholders whose shares are registered in their own name may become
Participants under the Plan by signing an Authorization Card and returning it
to First Union National Bank of North Carolina, Shareholder Services Group,
Dividend Reinvestment Area, 230 S. Tryon Street, 11th Floor, Charlotte, North
Carolina 28288-1154 (the "Plan Administrator").
If shares are registered in the name of a broker, bank or nominee (i.e.
"street name") on behalf of a beneficial owner (the "Beneficial Owner"),
the Beneficial Owner may participate in the Plan either by having:
(i) the shares registered directly in the name of the Beneficial
Owner and signing and returning an Authorization Card to the Plan
Administrator; or
(ii) the broker, bank or nominee participate in the Plan on behalf
of the Beneficial Owner by signing and returning a Beneficial
Owner Authorization Card to the Plan Administrator. The
Beneficial Owner Authorization Card must be timely submitted for
each quarter the Participant desires to participate in the Plan on
behalf of the Beneficial Owner.
ENROLLMENT
An eligible shareholder may join the Plan at anytime. Reinvestment of
dividends will begin if a properly executed Authorization Card or Beneficial
Owner Authorization Card is received by the Plan Administrator prior to the
record date established for a particular dividend. If received thereafter,
the reinvestment of dividends will begin with the next succeeding dividend
payment date.
The Authorization Card and Beneficial Owner Authorization Card provide for the
purchase of additional shares of Company Common Stock through the following
investment options:
(a) FULL DIVIDEND REINVESTMENT directs the Plan Administrator to
invest all the Participant's cash dividends on all of the shares
of common stock then or subsequently registered in the
Participant's name in accordance with the Plan.
(b) PARTIAL DIVIDEND REINVESTMENT directs the Plan Administrator to
invest in accordance with the Plan the cash dividends on only that
number of shares of common stock registered in the Participant's
name which are designated in the appropriate space on the
Authorization Card or the Beneficial Owner Authorization Card.
Dividends paid thereafter on shares of common stock participating
in the Plan will be reinvested in additional shares of Common
Stock.
INVESTMENT OF DIVIDENDS
The Plan Administrator, as directed by the Company, will apply cash credited
to the Participant's account toward the purchase of shares of Common Stock
directly from the Company. A Participant's account will be credited with
fractional shares computed to three decimal places. Cash dividends credited
to a Participant's account may be commingled with the cash dividends credited
to all accounts under the Plan.
The price of the shares of Common Stock purchased by the Plan Administrator
shall be 97% of the average of the high and low sale prices, computed to three
decimal places, of the Common Stock as reported on the New York Stock Exchange
for the five trading days preceding the dividend payment date (the "Investment
Price").
REPORTS TO PARTICIPANTS
Participants will receive a statement from the Administrator after each
purchase made under the Plan. The statement will provide a record of the cost
basis of the Common Stock purchased and should be retained for tax purposes.
ISSUANCE OF CERTIFICATES
The Plan Administrator may hold the Plan Shares of all Participants together
in its name or in the name of its nominee. No certificates will be delivered
to a Participant for Plan Shares except upon written request or upon
termination of the account. A Participant may request certificates for any
full shares credited to his account at any time. No certificates will be
delivered for fractional shares. Accounts under the Plan will be maintained
in the name in which the Participant's certificates are registered when the
Participant enrolls in the Plan and certificates for full shares will be
similarly registered when issued to the Participant.
FEDERAL INCOME TAXATION
Participants in the Plan will be treated for federal income tax purposes as
having received, on the dividend payment date, a distribution in an amount
equal to the fair market value of the shares of Common Stock acquired with
reinvested dividends, although the Participant will have acquired such shares
of Common Stock at a 3% discount. Shares of Common Stock acquired for
Participants in the Plan will have an initial tax basis to the Participant
equal to the amount the Participant is treated as having received as a
dividend. The holding period for a share of Common Stock (including a
fractional share) generally will begin on the day after the dividend payment
date that the share of Common Stock was acquired.
Dividend income to a corporate shareholder generally is eligible for a 70
percent dividends-received deduction under current federal laws; however, this
deduction is not available to corporate shareholders so long as the Company
continues to be taxed as a REIT. The Company intends to determine and report
the dividend amount on the basis that the fair market value per share of the
Common Stock issued is equal to the Investment Price.
A Participant will not realize any taxable income upon the receipt of
certificates for whole shares credited to the Participant's account under the
Plan, either upon the Participant's request for certificates for such shares
or upon withdrawal from or termination of the Plan. However, a Participant
who receives, upon withdrawal from or termination of the Plan, a cash payment
for a fractional share credited to the Participant's account will realize gain
or loss measured by the difference between the amount of cash received and the
fair market value at which such fractional share was credited to the
Participant's account. Gain or loss will be realized by the Participant upon
the sale or exchange of shares after withdrawal from the Plan. The amount of
such gain or loss will be the difference between the amount which the
Participant receives for each whole share, and the Participant's tax basis
therefor.
A foreign Shareholder who is a Participant and whose dividends are subject to
United States income tax withholding will have the amount of the tax to be
withheld deducted from such dividends before reinvestment. Statements
confirming purchases made for a foreign Participant will indicate that tax has
been withheld.
The above is intended only as a general discussion for the current federal
income tax consequences of participation in the Plan. Participants should
consult their own tax advisors regarding the federal, state and local income
tax consequences (including the effects of any changes law) of their
individual participation in the Plan.
VOTING RIGHTS
All shares in a Plan account will be added to the shares registered in the
Participant's name on the shareholder records of the Company and the
Participant will receive one proxy for all such shares which proxy will be
voted as the Participant directs or the Participant may vote all shares in
person at the shareholders' meeting.
TRANSFER OF SHARES
The Participant may transfer any issued shares of Common Stock held of record
in his name to the Plan Administrator or the Plan Administrator's nominee and
such shares will be held by the Plan Administrator for his account as Plan
Shares at no cost to the Participant, subject to the terms and conditions of
this Agreement. A Participant may not pledge or otherwise assign or transfer
a Plan account. A Participant who desires to pledge or otherwise assign or
transfer shares of common stock in a Plan account must request that
certificates for such shares be issued in the Participant's name.
STOCK DIVIDENDS, STOCK SPLITS AND RIGHTS OFFERINGS
In the event of a stock split or a stock dividend payable in Common Stock, the
Plan Administrator will receive and credit to the participant's Plan account
the applicable number of whole and/or fractional shares of Common Stock based
both on the number of shares of Common Stock held in the participant's Plan
account and, with respect to shareholders participating in the Plan, the
number of shares of Common Stock registered in the participant's own name as
of the record date for the stock dividend or split.
If the Company has a rights offering in which separately tradable and
exercisable rights are issued to registered holders of Common Stock, the
rights attributable to whole shares of Common Stock held in a participant's
Plan account will be transferred to the participant as promptly as practicable
after the rights are issued. Rights attributable to fractional shares of
Common Stock will be reinvested in Common Stock.
OWNERSHIP LIMITATIONS
The Company's Charter places certain restrictions upon the ownership, directly
or constructively, of the Common Stock, including the limitation of the
beneficial ownership of the Common Stock by any one person (including
attribution) to 9.8% of the outstanding shares of Common Stock (the "Ownership
Limit"). Any Shareholder who believes that their participation in this Plan
might cause them to exceed the Ownership Limit should contact Company counsel
before participating in the Plan.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
A Participant may at any time withdraw all or any portion of the full shares
of common stock held in the Participant's account. A request for withdrawal
should be in writing and sent to First Union National Bank of North Carolina,
Shareholder Services Group, Dividend Reinvestment Area, 230 S. Tryon Street,
11th Floor, Charlotte, North Carolina 28288-1154. Certificates for the full
shares so withdrawn will be issued in the name of and mailed to the
Participant. Any fractional share interest will be liquidated and a check for
the market value of the fractional share interest (without deducting any
expense or commission) will be mailed to the Participant.
TERMINATION OF PARTICIPATION
A Participant may terminate participation in the Plan at any time by giving a
written notice of termination to the Plan Administrator at First Union
National Bank of North Carolina, Shareholder Services Group, Dividend
Reinvestment Area, 230 S. Tryon Street, 11th Floor, Charlotte, North Carolina
28288-1154. Any such notice of termination received by the Plan Administrator
on or after a dividend record date will not become effective until dividends
paid on the corresponding dividend payment date have been invested. All
dividends with a record date after timely receipt of notice of termination
will be sent to the Participant. Upon termination, the Participant may elect
in writing to receive certificates representing the full number of Plan Shares
credited to his account and cash in lieu of fractional shares, or he may elect
in writing to receive cash for all the full and fractional Plan Shares
credited to his account. If no written election is made at the time the Plan
Administrator receives the written notice of termination from the Participant
or prior to expiration of the 30 day notice period when the Plan Administrator
terminates a Participant's account, a check for the market value of
certificates will be issued for all full Plan Shares and any fractional shares
will be mailed to the Participant.
In the event a Participant elects to receive cash for the Plan Shares credited
to his account, the Plan Administrator, as the Participant's agent, will, as
soon as practicable after receipt of such written request, sell such Plan
Shares and deliver to him the proceeds of such sale, less any brokerage
commissions and any other costs of sale. Any full shares and fractional
interests in shares may be aggregated and sold with those of other terminating
Participants. The proceeds to each Participant, in such case, will be the
average sales price per share of all shares so aggregated and sold multiplied
by the number of full and fractional shares sold by the Participant, less the
Participant's pro rata share of any brokerage commissions and other costs of
sale.
If a Participant disposes of all shares of common stock registered in the
Participant's name on the shareholder records of the Company without disposing
of shares in the Plan account, the Plan Administrator will continue to
reinvest dividends payable on the shares of common stock held in the
Participant's Plan account until such time as the Participant's participation
in the Plan is terminated.
COSTS
There are no brokerage commissions, fees or service charges to Participants
for purchases under the Plan. All costs of administration are paid by the
Company. The Company will either pay directly or reimburse the Plan
Administrator for the costs of administering the Plan, including, but not
limited to, the costs of printing and distributing Plan literature to record
holders of Common Stock, forwarding proxy soliciation materials to
Participants, and mailing confirmation of account transactions, account
statements and other notices to Participants, and reasonable clerical expenses
associated therewith. In the case of termination of the Participant's account
or the registration and issuance of certificates in a name other than the
account name, however, the Participant may be responsible for certain taxes,
costs or fees.
ABSENCE OF LIABILITY; INDEMNIFICATION OF PLAN ADMINISTRATOR
The Plan Administrator, its nominee(s) and the Company shall not be liable for
any administrative act done in good faith or for any good faith omission to
take administrative action, including, without limitation, any claims or
liability (i) arising out of failure to terminate a Participant's account upon
such Participant's death prior to receipt by the Plan Administrator of notice
in writing of such death, (ii) with respect to the price or times at which
shares of Common Stock may be purchased under the Plan, or (iii) with respect
to any fluctuation in the market value of the Common Stock. Nothing in the
Plan limits or abridges a Participant's rights under the federal securities
law. Participants should recognize that neither the Plan Administrator nor
the Company can provide any assurance of profits or protection against loss on
shares of Common Stock purchased under the Plan. The terms and conditions of
the Plan shall be governed by the laws of the State of Florida.
TERMINATION OF PLAN; AMENDMENTS
The Company reserves the right to modify, suspend or terminate the Plan in
whole or part at any time. Participants will be notified of any such
modification, suspension or termination.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered pursuant to the
Plan will be used for the general corporate purposes of the Company including
investments in properties.
LEGAL MATTERS
Legal matters with respect to the shares of Common Stock offered hereby will
be passed upon for the Company by Shaw, Pittman, Potts & Trowbridge,
Washington, DC, a partnership including professional corporations.
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the
years ended December 31, 1995 and 1994, have been so incorporated herein and
in the registration statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated herein by
reference, and upon the authority of said firm as experts in accounting and
auditing.
INDEMNIFICATION
As permitted by law, directors and officers of the Company are entitled to
indemnification under certain circumstances against liabilities and expenses
incurred in connection with legal proceedings in which they become involved as
a result of serving as such director or officer. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
ADDRESS OF THE PLAN ADMINISTRATOR
All notices and change in name or address should be directed to the Plan
Administrator at the following address:
First Union National Bank of North Carolina
Shareholder Services Group
Dividend Reinvestment Area
230 S. Tryon Street, 11th Floor
Charlotte, North Carolina, 28288-1154
INQUIRIES REGARDING THE PLAN
Please address questions about the Plan and your
participation to:
Commercial Net Lease Realty, Inc.
Kevin B. Habicht
400 E. South Street, Suite 500
Orlando, Florida 32801-2878
(407) 422-1574
COMMERCIAL NET LEASE REALTY, INC.
DIVIDEND REINVESTMENT AUTHORIZATION FORM
I hereby authorize Commercial Net Lease Realty, Inc. (the "Company") to
appoint First Union National Bank of North Carolina as my agent to receive any
cash dividends that may hereafter become payable to me on the following shares
of common stock registered in my name and to pay such dividends on such shares
to the Plan Administrator:
(Check one box please)
[ ] all my shares
[ ] the following number of my shares
----------------
and authorize First Union National Bank of North Carolina as agent (i) to
retain for credit to my account any cash dividends and any shares of common
stock distributed as a non-cash dividend or otherwise on the shares of common
stock purchased pursuant to the Dividend Reinvestment and Stock Purchase Plan
(the "Plan") and credited to my account and to distribute to me any other non-
cash dividend paid on such shares; and (ii) to apply such cash dividends to
the purchase of shares of common stock in accordance with the terms and
conditions of the Plan.
I understand that the purchases will be made under the terms and conditions of
the Plan as set forth in the Prospectus and that I may revoke this
authorization at any time by notifying First Union National Bank of North
Carolina, in writing, of my desire to terminate my participation.
Return this form only if you wish to participate in this Plan.
- - ------------------------------ ----------------------------------
Please Print Name as Shown Signature(s)
on Stock Certificate
- - ------------------------------ ----------------------------------
Address Signature(s)
- - ------------------------------ ----------------------------------
City State Zip Date
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Social Security or Tax
Identification Number
============================== =================================
No dealer, salesperson or DIVIDEND REINVESTMENT PLAN
other individual has been
authorized to give any
information or make any
representations other than
those contained in this
Prospectus and, if given or
made, such information or COMMERCIAL NET LEASE
representations must not be REALTY, INC.
relied upon as having been
authorized by the Company.
This Prospectus does not
constitute an offer by the
Company to sell, or a
solicitation of an offer to
buy, the securities offered 500,000 SHARES
hereby in any jurisdiction
where, or to any person to COMMON STOCK
whom, it is unlawful to make
an offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create an
implication that there has
not been any change in the
affairs of the Company since
the date hereof or that the
information contained herein
is correct or complete as of
any time subsequent to the
date hereof. PROSPECTUS
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TABLE OF CONTENTS
Page
----
Available Information.....2
Incorporation of
Certain Documents
by Reference............2
The Company...............3
Description of the Plan...3
Use of Proceeds...........8
Legal Matters.............8
Experts...................8
Indemnification...........8 December 12, 1996
============================== =================================
PART II
Information Not Required In Prospectus
Item 14. Other Expenses of Issuance and Distribution
-------------------------------------------
Registration Fee........................................$ 2,187.50
Fees and expenses....................................... 5,000.00*
Legal Fees.............................................. 5,000.00*
Printing and Engraving.................................. 1,000.00*
Miscellaneous........................................... 1,000.00*
-----------
Total.............................................$14,187.50*
===========
------------------------
* Estimated
Item 15. Indemnification.
---------------
The Company is incorporated under the laws of the State of
Maryland. As permitted by Maryland law, and as set forth in the
Company's Bylaws incorporated by reference elsewhere in the
Registration Statement, a director or officer of the Company is
entitled to indemnification by the Company against reasonable
expenses, including attorneys' fees, incurred in connection with a
civil or criminal proceeding in which such director or officer has
been involved, or to which he has been, or is threatened to be,
made a party, by reason of being a director or officer. In
addition, indemnification may be provided against judgments, fines
and amounts paid in settlement in such proceedings. In general,
however, indemnification is not available where the director or
officer acted in bad faith or personally gained a financial profit
or other advantage to which he was not legally entitled. The
directors and officers of the Company are covered by insurance
policies against certain liabilities which might be incurred by
them in such capacities.
Item 16. Exhibits.
--------
3.1 Articles of Incorporation of Commercial Net Lease Realty,
Inc. (incorporated herein by reference to Exhibit 3.3(i) of
the Company's Registration Statement No. 1-11290 on Form 8-
B).
3.2 Bylaws of Commercial Net Lease Realty, Inc. (incorporated
herein by reference to Exhibit 3.3(ii) to Amendment No. 2 to
the Company's Registration Statement No. 1-11290 on Form 8-
B).
3.3 Articles of Amendment to the Articles of Incorporation of
the Company (incorporated herein by reference to Exhibit 3.3
of the Company's Form 10-Q for the quarter ended June 30,
1996)
5. Opinion of Shaw, Pittman, Potts & Trowbridge (filed
herewith).
23. (a) Consent of KPMG Peat Marwick LLP (filed herewith).
(b) Consent of Shaw, Pittman, Potts & Trowbridge (included
in its opinion filed as Exhibit 5 hereto).
24. Power of Attorney (included on the signature page hereto).
Item 17. Undertakings.
------------
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs 1(i) and 1(ii) do
not apply if the registration statement is on Form S-3
or Form S-8, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of l934 that are incorporated
by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
fling of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
SHAW, PITTMAN, POTTS & TROWBRIDGE
2300 N. STREET, N.W.
WASHINGTON, DC 20037
December 12, 1996
Commercial Net Lease Realty, Inc.
400 East South Street, Suite 500
Orlando, Florida 32801
RE: FORM S-3 REGISTRATION STATEMENT
Dear Sirs:
We have acted as counsel for Commercial Net Lease Realty, Inc., a
Maryland corporation (the "Company"), in connection with a Registration
Statement on Form S-3 which is being filed by the Company under the Securities
Act of 1933, as amended (the "Registration Statement"). The Registration
Statement registers 500,000 shares of the common stock of the Company, par
value $ 0.01 per share (the "Shares"), issuable pursuant to the Commercial Net
Lease Realty, Inc. Dividend Reinvestment Plan (the "Plan").
In such capacity, we have reviewed the charter and by-laws of the
Company, the Registration Statement, the Plan and the corporate action taken
by the Company that provides for the issuance of the Shares.
Based upon the foregoing, we are of the opinion that the Shares issuable
pursuant to the Plan have been duly and validly authorized and, upon issuance
and delivery thereof as contemplated in the Registration Statement, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm and to our opinion in
the Prospectus which is a part of the Registration Statement.
We are, in this opinion, opining only on the law of the State of
Maryland, the State of Florida and the federal law of the United States.
Very truly yours,
/s/ Shaw, Pittman, Potts & Trowbridge
SHAW, PITTMAN, POTTS & TROWBRIDGE
[Letterhead of KPMG Peat Marwick LLP]
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Commercial Net Lease Realty, Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-3 filed on December 12, 1996 of Commercial Net Lease Realty, Inc. of
our report dated January 20, 1996 except for Note 13 for which the date is
January 30, 1996 relating to the consolidated balance sheets of Commercial Net
Lease Realty, Inc. as of December 31, 1995 and 1994 and the related
consolidated statements of earnings, stockholders equity, and cash flows for
each of the years in the three year period ended December 31, 1995, which
report appears on page F-1 of the December 31, 1995, annual report on Form 10-
K of Commercial Net Lease Realty, Inc. and to the reference to our firm under
the heading Experts in the Registration Statement.
/s/KPMG PEAT MARWICK
December 12, 1996
