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
November 27, 2001
Date of Report (Date of earliest event reported):
COMMERCIAL NET LEASE REALTY, INC.
(Exact name of Registrant as specified in its Charter)
Maryland 0-12989 56-1431377
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Number)
Incorporation or Organization)
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)
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. 333-53796 (the "Registration Statement"), with respect to the
offering by the Registrant of 4,000,000 shares of the Registrant's Common Stock,
par value $.01 per share. The Registration Statement was declared effective by
the Securities and Exchange Commission on May 1, 2001.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)-(b) Not Applicable.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
---------------- --------------------------------------------------------
1.2 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.)
5 Opinion of Shaw Pittman LLP, 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.)
8 Opinion of Shaw Pittman LLP, which is being filed
pursuant to Regulation S-K, Item 601(b)(8) 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 Consents of Shaw Pittman LLP (contained in the opinions
filed as Exhibits 5 and 8 hereto), which are 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.)
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not Applicable.
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.
COMMERCIAL NET LEASE REALTY, INC.
Date: November 27, 2001 By: /s/ Kevin B. Habicht
--------------------------------
Kevin B. Habicht
Chief Financial Officer