SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)*
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)
December 31, 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 [ ].
Page 1 of 6 Pages
<PAGE
13D/A
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 2,000,000 (upon conversion of 2,000,000
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 2,000,000 (upon conversion of
2,000,000 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 2,000,000 (upon conversion of
2,000,000 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) 11.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
<PAGE
13D/A
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 2,000,000(upon conversion of 2,000,000
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 2,000,000 (upon conversion of
2,000,000 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 2,000,000 (upon conversion of
2,000,000 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) 11.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6 Pages
<PAGE
This Amendment No. 2 (the "Amendment") amends the statement on Schedule
13D, as originally filed on January 30, 1997 with the Securities and Exchange
Commission (the "Commission"), as previously amended by Amendment No. 1 filed
with the Commission on April 30, 1997 (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 2,000,000 shares of Class A Senior Cumulative Convertible
Preferred Stock (the "Preferred Stock") reported herein was $25,000,000.
* * *
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 December 31, 1997, Five Arrows
owned, within the meaning of Rule 13d-3 under the Exchange Act, 2,000,000
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 2,000,000 shares of Preferred Stock, at the initial
conversion ratio, Five Arrows will own 11.6% of the issued and outstanding
shares of Common Stock (based on the Company reporting 15,213,663 shares of
Common Stock on November 13, 1997). Rothschild, as sole managing member of
Five Arrows, may be deemed the beneficial owner of the 2,000,000 shares of
Preferred Stock held by Five Arrows.
(b) Five Arrows and Rothschild have shared power to vote and
dispose of the 2,000,000 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. As
reported on Amendment No. 1 to the Schedule 13D, 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. Five
Arrows purchased 675,000 shares of Preferred Stock from the Company on
December 31, 1997 pursuant to the Investment Agreement. In consideration for
the 675,000 shares of Preferred Stock, Five Arrows paid 12.50 per share for a
total of $8,437,500.
(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: December 31, 1997
FIVE ARROWS REALTY SECURITIES L.L.C.
/s/ Matthew W. Kaplan
By: _______________________
Matthew W. Kaplan
Manager
ROTHSCHILD REALTY INVESTORS II L.L.C.
/s/ Matthew W. Kaplan
By: _______________________
Matthew W. Kaplan
Senior Vice President
Page 6 of 6 Pages
