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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
September 20, 2000
Date of Report (Date of earliest event reported):
COMMERCIAL NET LEASE REALTY, INC.
(Exact name of Registrant as specified in its Charter)
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Maryland 0-12989 56-1431377
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Number)
Incorporation or Organization)
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450 South Orange Avenue
Suite 900
Orlando, Florida 32801
(Address of principal executive offices, including zip code)
(407) 650-1000
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable.
ITEM 5. OTHER EVENTS
Concurrently with the filing of this Current Report on Form 8-K, the
Registrant filed a Prospectus Supplement to the Registration Statement on Form
S-3, File No. 333-64511 (the "Registration Statement"), with respect to the
offering by the Registrant of $20,000,000 aggregate principal amount of its
8.50% Notes due 2010. The Registration Statement was declared effective by the
Securities and Exchange Commission on October 22, 1998.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)-(b) Not Applicable.
(c) Exhibits.
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EXHIBIT NO. DESCRIPTION
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1.2 Form of Underwriting Agreement, which is being filed
pursuant to Regulation S-K, Item 601(b)(1) in lieu of
filing the otherwise required exhibit to the
Registration Statement, under the Securities Act of
1933, as amended (the "Securities Act"), and which,
since this Form 8-K filing is incorporated by reference
in such Registration Statement, is set forth in full in
such Registration Statement. (Filed herewith.)
4.1 Form of Indenture, which is being filed pursuant to
Regulation S-K, item 601(b)(4) in lieu of filing the
otherwise required exhibit to the Registration
Statement under the Securities Act, and which, since
this Form 8-K filing is incorporated by reference in
such Registration Statement, is set forth in full in
such Registration Statement. (Filed as Exhibit 4.1 of
the Registrant's Current Report on Form 8-K dated
March 20, 1998 and incorporated herein by reference.)
4.2 Form of Supplemental Indenture, which is being filed
pursuant to Regulation S-K, Item
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601(b)(4) in lieu of filing the otherwise required
exhibit to the Registration Statement under the
Securities Act, and which, since this Form 8-K filing
is incorporated by reference in such Registration
Statement, is set forth in full in such Registration
Statement. (Filed herewith.)
4.3 Form of 8.50% Note due 2010, which is being filed
pursuant to Regulation S-K, Item 601(b)(4) in lieu of
filing the otherwise required exhibit to the
Registration Statement under the Securities Act, and
which, since this Form 8-K filing is incorporated by
reference in such Registration Statement, is set forth
in full in such Registration Statement. (Filed
herewith.)
5 Opinion of Shaw Pittman, which is being filed pursuant
to Regulation S-K, Item 601(b)(5) in lieu of filing
the otherwise required exhibit to the Registration
Statement under the Securities Act, and which, since
this Form 8-K filing is incorporated by reference in
such Registration Statement, is set forth in full in
such Registration Statement. (Filed herewith.)
12 Statement of Computation of Ratios of Earnings to
Fixed Charges, which is being filed pursuant to
Regulation S-K, Item 601(b)(12) in lieu of filing the
otherwise required Exhibit to the Registration
Statement under the Securities Act, and which, since
this Form 8-K filing is incorporated by reference in
such Registration Statement, is set forth in full in
such Registration Statement. (Filed herewith.)
23.1 Consent of Shaw Pittman (contained in the opinion
filed as Exhibit 5 hereto), which is being filed
pursuant to Regulation S-K, Item 601(b)(23) in lieu
of filing the otherwise required exhibit to the
Registration Statement under the Securities Act, and
which, since this Form 8-K filing is incorporated by
reference in such Registration Statement, is set
forth in full in such Registration Statement. (Filed
herewith.)
23.2 Consent of KPMG LLP, which is being filed pursuant to
Regulation S-K, Item 601(b)(23) in lieu of filing the
otherwise required exhibit to the Registration
Statement under the Securities Act, and which, since
this Form 8-K filing is incorporated by reference in
such Registration Statement, is set forth in full in
such Registration Statement. (Filed herewith.)
25 Statement of Eligibility of Trustee, which is being
filed pursuant to Regulation S-K, Item 601(b)(25) in
lieu of filing the otherwise required exhibit to the
Registration Statement under the Securities Act, and
which, since this Form 8-K filing is incorporated by
reference in such Registration Statement, is set forth
in full in such Registration Statement. (Filed as
Exhibit 25 of the Registrant's Current Report on Form
8-K dated March 20, 1998 and incorporated herein by
reference.)
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ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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COMMERCIAL NET LEASE REALTY, INC..
Date: September 20, 2000 By: /s/ Kevin B. Habicht
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Kevin B. Habicht
Chief Financial Officer
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