<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMMERCIAL NET LEASE REALTY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
MARYLAND 56-1431377
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
</TABLE>
455 SOUTH ORANGE AVENUE, SUITE 700
ORLANDO, FLORIDA 32801
TELEPHONE: (407) 265-7348
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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KEVIN B. HABICHT
Chief Financial Officer
Commercial Net Lease Realty, Inc.
455 South Orange Avenue, Suite 700
Orlando, Florida 32801
Telephone: (407) 265-7348
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copy to:
JOHN M. MCDONALD, ESQ.
SHAW PITTMAN POTTS & TROWBRIDGE
2300 N STREET, N.W.
WASHINGTON, D.C. 20037
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
From time to time after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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 of 1933, 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 of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
of the Securities Act of 1933, please check the following box. [ ]
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<TABLE>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1)
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Common Stock, $.01 par value 500,000 $12.8125 $6,406,250.00
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<CAPTION>
<S> <C>
TITLE OF SHARES AMOUNT OF
TO BE REGISTERED REGISTRATION FEE
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Common Stock, $.01 par value $1,781.00
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 and based upon prices on the
New York Stock Exchange on April 15, 1999.
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<PAGE> 2
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, 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, Shareholder Services Group,
Dividend Reinvestment Area, 1525 West W.T. Harris Blvd., 3C3, 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 455 South Orange
Avenue, Suite 700, 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 April 21, 1999.
<PAGE> 3
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, 1998 and (ii) the description of the Common
Stock, par value $0.01, contained in Exhibit 3.1 of the Company's Registration
Statement on Form S-3 (File No.: 333-64511), 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.
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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., 455 South Orange Avenue,
Suite 700, Orlando, Florida 32801-2878.
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<PAGE> 5
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 455 South Orange Avenue, Suite
700, Orlando, Florida 32801-2878. Its telephone number is (407) 265-7348.
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 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 (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 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, Shareholder Services Group, Dividend Reinvestment
Area, 1525 West W.T. Harris Blvd., 3C3, Charlotte, North Carolina 28288-1154
(the "Plan Administrator").
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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:
(a) the shares registered directly in the name of the Beneficial Owner
and signing and returning an Authorization Card to the Plan Administrator;
or
(b) 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 100% 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").
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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. 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.
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<PAGE> 8
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,
Shareholder Services Group, Dividend
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Reinvestment Area, 1525 West W.T. Harris Blvd., 3C3, 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, Shareholder Services Group, Dividend Reinvestment Area, 1525 West
W.T. Harris Blvd., 3C3, 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 solicitation 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
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<PAGE> 10
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 Maryland.
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 as of December 31,
1998 and 1997, and for each of the years in the three-year period ended December
31, 1998, have been incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K herein and in the registration statement in
reliance upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
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<PAGE> 11
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
Shareholder Services Group
Dividend Reinvestment Area
1525 West W.T. Harris Blvd., 3C3
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
455 South Orange Avenue
Suite 700
Orlando, Florida 32801
(407) 265-7348
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<PAGE> 12
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 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 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, in writing, of
my desire to terminate my participation.
Return this form only if you wish to participate in this Plan.
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Print Name as Shown on
Stock Certificate
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Address
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City State Zip
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Signature(s)
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Signature(s)
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Date
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Social Security Number or Tax
Identification Number
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
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Registration Fee............................................ $ 1,781.00
Fees and Expenses........................................... 5,000.00
Legal Fees.................................................. 5,000.00
Printing and Engraving...................................... 1,000.00
Miscellaneous............................................... 1,000.00
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Total..................................................... $13,781.00
==========
</TABLE>
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* 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.
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<C> <S>
3.1 First Amended and Restated Articles of Incorporation of
Commercial Net Lease Realty, Inc. (incorporated herein by
reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-3 (File No. 333-64511)).
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).
5 Opinion of Shaw, Pittman, Potts & Trowbridge (filed
herewith).
23.1 Consent of KPMG LLP (filed herewith).
23.2 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).
</TABLE>
II-1
<PAGE> 14
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.
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<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida on April 21, 1999.
COMMERCIAL NET LEASE REALTY, INC.
(Registrant)
By: /s/ JAMES M. SENEFF, JR.
----------------------------------------
James M. Seneff, Jr.
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints Robert A. Bourne and James M. Seneff, Jr. and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, with full power to act alone, to sign any and all
documents (including both pre- and post-effective amendments in connection with
this Registration Statement), and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting onto said attorneys-in-fact and agents and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue thereof.
II-3
<PAGE> 16
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacity
and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JAMES M. SENEFF, JR. Chairman of the Board and
- - ------------------------------------------------ Chief Executive Officer
James M. Seneff, Jr. (Principal Executive Officer) April 21, 1999
/s/ GARY M. RALSTON President and
- - ------------------------------------------------ Chief Operating Officer
Gary M. Ralston April 21, 1999
/s/ KEVIN B. HABICHT Executive Vice President and
- - ------------------------------------------------ Chief Financial Officer
Kevin B. Habicht (Principal Financial and April 21, 1999
Accounting Officer)
/s/ ROBERT A. BOURNE Director
- - ------------------------------------------------
Robert A. Bourne April 21, 1999
/s/ EDWARD CLARK Director
- - ------------------------------------------------
Edward Clark April 21, 1999
/s/ CLIFFORD R. HINKLE Director
- - ------------------------------------------------
Clifford R. Hinkle April 21, 1999
/s/ TED B. LANIER Director
- - ------------------------------------------------
Ted B. Lanier April 21, 1999
</TABLE>
II-4
<PAGE> 1
EXHIBIT 5
[LETTERHEAD OF SHAW PITTMAN POTTS & TROWBRIDGE]
April 21, 1999
Commercial Net Lease Realty, Inc.
400 East South Street, Suite 500
Orlando, Florida 32801
RE: FORM S-3 REGISTRATION STATEMENT
Ladies and Gentlemen:
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
<PAGE> 1
EXHIBIT 23.1
[Letterhead of KPMG LLP]
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors Commercial Net Lease Realty, Inc.:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Orlando, Florida
April 21, 1999
