UNITED STATES
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): September 23, 2005 (September 23, 2005)
Cole Credit Property Trust II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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333-121094
(1933 Act)
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20-1676382 |
(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
2555 East Camelback Road, Suite 400, Phoenix, Arizona
85016
(Address of principal executive offices)
(Zip Code)
(602) 778-8700
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 23, 2005, Cole TS Parkersburg WV, LLC, a Delaware limited liability company
(“Buyer”), a wholly owned subsidiary of Cole Operating
Partnership II, LP, the operating partnership of Cole Credit
Property Trust II, Inc. (the “Company”), entered
into an agreement of purchase and sale (as amended, the “Agreement”) with C & F Development
Associates, LLC (the “Seller”), which is not affiliated with the Company.
Series C, LLC, which is an affiliate of the Company and the
Company’s advisor, was the original purchaser under the
Agreement and assigned its rights and obligations under the
Agreement to the Buyer. Pursuant to the
Agreement, the Buyer agrees to purchase all of the Seller’s interest in a 21,986 square foot
single-tenant retail building on an approximately 2.97 acre site located in Parkersburg, West
Virginia (the “Property”), for a gross purchase price of $3,259,243, exclusive of closing costs.
The Property was constructed in 2005 and is leased to Tractor Supply Company through August 31,
2020.
Pursuant
to the terms of the Agreement, the closing of the transaction is
expected to occur on or about September
26, 2005. The Agreement contains customary representations and warranties and customary
indemnification provisions.
In connection with the entry into the Agreement, the Buyer paid $40,000 as an earnest money
deposit (the “Deposit”) to an escrow agent. Upon the consummation of the purchase and sale
transaction contemplated by the Agreement, the Deposit will be applied to the purchase price. The
Deposit is non-refundable and if the transaction is not consummated as a result of a Buyer default, the Deposit shall be paid to the Seller as liquidated damages.
Item 8.01 Other Events.
We commenced our initial public offering of shares of our common stock on June 27, 2005.
Pursuant to the terms of the offering, we were required to deposit all subscription proceeds in
escrow pursuant to the terms of our escrow agreement with Wells Fargo Bank, N.A. until we received
and accepted subscriptions for an aggregate of at least 250,000
shares of common stock. As of September 16, 2005, we had
satisfied the
conditions of our escrow agreement. On September 23,
2005 we accepted investors’ subscriptions through September 16, 2005, for an aggregate of 485,977
shares of our common stock, with total proceeds to us of $4,843,072. The escrow agent has
released these funds to us and we have issued the shares. In addition, we have a special escrow
account for subscriptions from residents of Pennsylvania. The conditions of that special escrow
account have not been satisfied as of the date of this supplement and, therefore, we have not
accepted subscriptions from residents of Pennsylvania.
Effective on September 16, 2005, the Company amended and restated its Property Management and
Leasing Agreement by and among the Company, Cole Operating Partnership II, LP (the “Operating
Partnership”) and Fund Realty Advisors, and its Advisory Agreement by and between the Company and
Cole REIT Advisors, LLC. The Company, as general partner of the Operating Partnership, has amended
and restated the Operating Partnership’s Agreement of Limited Partnership. The Company amended
each of the agreements to clarify the Company’s indemnification obligations to, and exculpation
rights of, its affiliates to conform the provisions to the revised description in its Fifth
Articles of Amendment and Restatement. The Company does not believe that the amendments to the
agreements are material.