SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2001
COMMERCIAL NET LEASE REALTY, INC.
(Exact name of registrant as specified in its charter)
Maryland 0-12989 56-1431377
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification
of Incorporation) Number)
450 South Orange Avenue, Suite 900 32801
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(Address of Principal Executive Offices) (Zip Code)
(407) 265-7348
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 1, 2001, Commercial Net Lease Realty, Inc., a Maryland
corporation (the "Company") completed its acquisition of Captec Net Lease
Realty, Inc., a Delaware corporation ("Captec") through the merger of Captec
with and into the Company (the "Merger"), with the Company as the surviving
corporation.
In connection with the Merger, the Company issues approximately 4.75
million shares of the Company's common stock and 2.2 million shares of the
Company's preferred stock. In the Merger, each outstanding share of Captec
common stock was exchanged for .4575 shares of the Company common stock,
.2103469 shares of the Company's 9% Series A non-voting preferred stock and
$1.27 in cash. The Merger is expected to be tax-free to the Company and Captec.
Captec stockholders will recognize income for federal tax purposes only on the
cash portion of the merger consideration.
A press release announcing the completion of the transactions is
attached as an exhibit to this report and incorporated by references herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
The Company intends to file by amendment the required financial
statements reflecting the acquisition of all of the issued and outstanding
capital stock of Captec no later than 60 days after the date that this report on
Form 8-K must be filed.
(b) Pro Forma Financial Information.
The Company intends to file by amendment the required pro forma
financial statements reflecting the acquisition of all of the issued and
outstanding capital stock of Captec no later than 60 days after the date that
this report on Form 8-K must be filed.
(c) Exhibits
Exhibit No. Description
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99.3 Press Release, Dated December 3, 2001
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMMERCIAL NET LEASE REALTY, INC.
By: /s/ Kevin B. Habicht
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Kevin B. Habicht
Executive Vice President and Chief Financial
Officer
Dated: December 3, 2001
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EXHIBIT INDEX
Exhibit No. Description
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99.3 Press Release, Dated December 3, 2001
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