UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commercial Net Lease Realty, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 56-1431377
(I.R.S. EMPLOYER
(State of Incorporation or Organization) Identification no.)
450 South Orange Avenue, Suite 900
Orlando, Florida 32801
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [X] the following box. [ ]
Securities Act registration statement file number to which this form relates: 333-66428
---------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
9% Series A Non-Voting Preferred Stock, par
value $.01 per share New York Stock Exchange
(liquidation preference $25 per share)
Securities to be registered pursuant to Section 12(g) of the Act:
-----------------------------------------------------------------------------------------
(Title of Class)
-----------------------------------------------------------------------------------------
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This Registration Statement relates to the registration under the
Securities Exchange Act of 1934, as amended, of shares of 9% Series A Non-Voting
Preferred Stock, par value $.01 per share (liquidation preference $25 per share)
(the "Series A Preferred Stock"), of Commercial Net Lease Realty, Inc., a
Maryland corporation (the "Registrant"). The description of the Series A
Preferred Stock to be registered hereunder is set forth under the caption
"Description of CNLR Stock - Preferred Stock" in the Registrant's Registration
Statement on Form S-4 (File No. 333-66428), filed with the Commission on August
1, 2001, which description is incorporated herein by reference.
ITEM 2. EXHIBITS
The Registrant intends to list the Series A Preferred Stock on the New
York Stock Exchange, on which other securities of the Registrant are listed.
Accordingly, copies of the following exhibits will be included with the listing
application submitted to The New York Stock Exchange, and are filed as exhibits
to this Registration Statement:
1. First Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration Statement on
Form S-3 (File No. 333-64511)).
2. Bylaws (incorporated by reference to Exhibit 3.3(ii) to Amendment No. 2
to the Registrant's Registration Statement on Form 8-B (File No.
1-11290)).
3. Articles Supplementary relating to the Series A Preferred Stock (filed
herewith).
4. Specimen Stock Certificate relating to the Series A Preferred Stock of
the Registrant (filed herewith).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
COMMERCIAL NET LEASE REALTY, INC.
By: /s/ KEVIN B. HABICHT
-----------------------------
Name: Kevin B. Habicht
Title: Executive Vice President
November 26, 2001
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
1. First Amended and Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-3 (File No. 333-64511)).
2. Bylaws (incorporated by reference to Exhibit 3.3(ii) to Amendment
No. 2 to the Registrant's Registration Statement on Form 8-B (File
No. 1-11290)).
3. Articles Supplementary relating to the Series A Preferred Stock
(filed herewith).
4. Specimen Stock Certificate relating to the Series A Preferred Stock
of the Registrant (filed herewith).