SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Lexington Corporate Properties, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
529039109
(CUSIP Number)
Mr. Matthew W. Kaplan
Rothschild Realty Inc.
1251 Avenue of the Americas
New York, New York 10020
(212) 403-3500
(Name, address and telephone number of person
authorized to receive notices and communications)
April 28, 1997
(Date of event which requires filing of this statement)
______________________
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to who copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 6 Pages
<PAGE>
13D
CUSIP No. 529039109
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON Five Arrows Realty Securities L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
(7) SOLE VOTING POWER -0-
______________________________________________________________
(8) SHARED VOTING POWER 1,325,000 (upon conversion of 1,325,000
NUMBER OF shares of Class A Senior Cumulative Convertible Preferred
SHARES Stock held by the reporting person, which are convertible
BENEFICIALLY into Common Stock on a 1-for-1 basis, subject to adjustment)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10)SHARED DISPOSITIVE POWER 1,325,000 (upon conversion of
1,325,000 shares of Class A Senior Cumulative Convertible
Preferred Stock held by the reporting person, which are
convertible into Common Stock on a 1-for-1 basis, subject
to adjustment)
____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,325,000 (upon conversion of
1,325,000 shares of Class A Senior Cumulative Convertible
Preferred Stock held by the reporting person, which are
convertible into Common Stock on a 1-for-1 basis, subject
to adjustment)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 14.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
<PAGE>
13D
CUSIP No. 529039109
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON Rothschild Realty Investors II L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS
WC
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
(7) SOLE VOTING POWER -0-
______________________________________________________________
(8) SHARED VOTING POWER 1,325,000 (upon conversion of 1,325,000
NUMBER OF shares of Class A Senior Cumulative Convertible Preferred
SHARES Stock held by the reporting person, which are convertible
BENEFICIALLY into Common Stock on a 1-for-1 basis, subject to adjustment)
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER 1,325,000 (upon conversion of
1,325,000 shares of Class A Senior Cumulative Convertible
Preferred Stock held by the reporting person, which are
convertible into Common Stock on a 1-for-1 basis, subject
to adjustment)
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,325,000 (upon conversion of
1,325,000 shares of Class A Senior Cumulative Convertible
Preferred Stock held by the reporting person, which are
convertible into Common Stock on a 1-for-1 basis, subject
to adjustment)
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 14.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6 Pages
<PAGE>
This Amendment No. 1 amends the statement on Schedule 13D (the "Schedule
13D"), of (i) Five Arrows Realty Securities L.L.C., a Delaware limited
liability company ("Five Arrows") and (ii) Rothschild Realty Investors II
L.L.C., a Delaware limited liability company and sole Managing Member of Five
Arrows ("Rothschild") with respect to the Common Stock, par value $.001 per
share (the "Common Stock") of Lexington Corporate Properties, Inc., a Maryland
corporation (the "Company"). Capitalized terms used herein and not otherwise
defined in this Amendment have the meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on Schedule 13D.
* * *
Item 3 is hereby amended and restated in its entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases reported by Five Arrows herein
was Five Arrows' capital. The total amount of funds used by Five Arrows to
purchase the 1,325,000 shares of Class A Senior Cumulative Convertible
Preferred Stock (the "Preferred Stock") reported herein was $16,562,500.
* * *
Item 5 is hereby amended and restated in its entirety as follows:
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on April 28, 1997, Five Arrows
owned, within the meaning of Rule 13d-3 under the Exchange Act, 1,325,000
shares of the Preferred Stock, which are convertible at any time on a 1-for-1
basis into Common Stock of the Company, subject to adjustment. Upon the full
conversion of the 1,325,000 shares of Preferred Stock, at the initial
conversion ratio, Five Arrows will own 14.0% of the issued and outstanding
shares of Common Stock (based on the Company reporting 9,431,144 shares of
Common Stock on April 28, 1997). Rothschild, as sole managing member of Five
Arrows, may be deemed the beneficial owner of the 1,325,000 shares of
Preferred Stock held by Five Arrows.
(b) Five Arrows and Rothschild have shared power to vote and
dispose of the 1,325,000 shares of Preferred Stock.
Page 4 of 6 Pages
<PAGE>
(c) As reported on the Schedule 13D, Five Arrows purchased 700,000
shares of Preferred Stock from the Company on January 21, 1997 pursuant to the
Investment Agreement. In consideration for the 700,000 shares of Preferred
Stock, Five Arrows paid $12.50 per share for a total of $8,750,000. Five
Arrows purchased 625,000 shares of Preferred Stock from the Company on April
28, 1997 pursuant to the Investment Agreement. In consideration for the
625,000 shares of Preferred Stock, Five Arrows paid $12.50 per share for a
total of $7,812,500.
(d) Not applicable.
(e) Not applicable.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: April 30, 1997
FIVE ARROWS REALTY SECURITIES L.L.C.
By: /s/ Matthew W. Kaplan
Matthew W. Kaplan
ROTHSCHILD REALTY INVESTORS II L.L.C.
By: /s/ Matthew W. Kaplan
Matthew W. Kaplan
Page 6 of 6 Pages
