Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - LEPERCQ CORPORATE INCOME FUND L P | lcif201510-kaex312.htm |
| EX-31.1 - EXHIBIT 31.1 - LEPERCQ CORPORATE INCOME FUND L P | lcif201510-kaex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to ________________
Commission file number 33-04215
LEPERCQ CORPORATE INCOME FUND L.P.
(Exact name of registrant as specified in its charter)
Delaware | 13-3779859 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Penn Plaza, Suite 4015 | |
New York, NY | 10119-4015 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (212) 692-7200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x.
There is no public market for the units of Limited Partnership Interest. Accordingly, information with respect to the aggregate market value of units of Limited Partnership Interest has not been supplied.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in Lexington Realty Trust's Definitive Proxy Statement for its Annual Meeting of Shareholders, to be held on May 17, 2016, is incorporated by reference in this Annual Report on Form 10-K in response to Part III, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
EXPLANATORY NOTE
Lepercq Corporate Income Fund L.P. is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2015 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2016 (the “Original Form 10-K”). This Amendment is being filed solely to revise Exhibits 31.1 and 31.2 to include the introductory sentence of paragraph 4 and the language of paragraph 4(b) referring to internal control over financial reporting, which language was inadvertently omitted when originally filed. This Amendment consists solely of the preceding cover page, this explanatory note and each of the revised certifications filed as exhibits to the Amendment. No other changes have been made to the Original Form 10-K. This Amendment speaks as of the filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and our other filings with the SEC.
Item 15. Exhibits, Financial Statement Schedules
(3) Exhibits
Exhibit No. | Description | |||
3.1 | — | Agreement and Plan of Merger dated as of December 23, 2013, by and among Lepercq Corporate Income Fund L.P. (“LCIF”) and Lepercq Corporate Income Fund II L.P. (filed as Exhibit 10.1 to Lexington's Current Report on Form 8-K filed on December 24, 2013)(1) | ||
3.2 | — | Sixth Amended and Restated Agreement of Limited Partnership of LCIF, dated as of December 30, 2013 (filed as Exhibit 3.20 to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2013)(1) | ||
4.1 | — | Indenture, dated as of January 29, 2007, among Lexington (as successor by merger), the other guarantors named therein and U.S. Bank National Association, as trustee (“U.S. Bank”) (filed as Exhibit 4.1 to Lexington’s Current Report on Form 8-K filed January 29, 2007)(1) | ||
4.2 | — | Fourth Supplemental Indenture, dated as of December 31, 2008, among Lexington, the other guarantors named therein and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington’s Current Report on Form 8-K filed on January 2, 2009)(1) | ||
4.3 | — | Fifth Supplemental Indenture, dated as of June 9, 2009, among Lexington (as successor by merger), the other guarantors named therein and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on June 15, 2009)(1) | ||
4.4 | — | Sixth Supplemental Indenture, dated as of January 26, 2010 among Lexington, the guarantors named therein and U.S. Bank, as trustee, including the Form of 6.00% Convertible Guaranteed Notes due 2030 (filed as Exhibit 4.1 to Lexington’s Current Report on Form 8-K filed January 26, 2010)(1) | ||
4.5 | — | Seventh Supplemental Indenture, dated as of September 28, 2012, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on October 3, 2012)(1) | ||
4.6 | — | Eight Supplemental Indenture, dated as of February 13, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on February 13, 2013 (the “02/13/13 8-K”))(1) | ||
4.7 | — | Ninth Supplemental Indenture, dated as of May 6, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on May 8, 2013)(1) | ||
4.8 | — | Tenth Supplemental Indenture, dated as of June 10, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.3 to Lexington's Current Report on Form 8-K filed on June 13, 2013 (the “06/13/13 8-K”))(1) | ||
4.9 | — | Tenth Supplemental Indenture, dated as of September 30, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on October 3, 2013)(the “10/3/13 8-K”))(1) | ||
4.10 | — | Indenture, dated as of June 10, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to the 06/13/13 8-K)(1) | ||
4.11 | — | First Supplemental Indenture, dated as of September 30, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.2 to the 10/3/13 8-K)(1) | ||
4.12 | — | Indenture, dated as of May 9, 2014, among Lexington, LCIF and U.S. Bank, as trustee (filed as Exhibit 4.1 to LCIF's Current Report on Form 8-K filed May 13, 2014)(1) | ||
4.13 | — | First Supplemental Indenture, dated as of May 20, 2014, among Lexington, LCIF and U.S. Bank, as trustee (filed as Exhibit 4.1 to LCIF's Current Report on Form 8-K filed May 20, 2014)(1) | ||
10.1 | — | Second Amended and Restated Credit Agreement, dated as of February 12, 2013 among Lexington and LCIF as borrowers, KeyBank National Association (“Key”), as agent, and each of the financial institutions initially a signatory thereto (filed as Exhibit 10.1 to the 02/13/13 8-K)(1) | ||
10.2 | — | Amended and Restated Term Loan Agreement, dated as of February 13, 2013 among Lexington and LCIF, as borrowers, Wells Fargo Bank, National Association (“Wells”), as agent, and each of the financial institutions initially a signatory thereto (filed as Exhibit 10.2 to the 02/13/13 8-K)(1) | ||
10.3 | — | Funding Agreement, dated as of July 23, 2006, by and between LCIF and Lexington (filed as Exhibit 99.4 to Lexington's Current Report on Form 8-K filed on July 24, 2006)(1) | ||
10.4 | — | First Amendment to Second Amended and Restated Credit Agreement, dated as of September 30, 2013, among Lexington and LCIF, as borrowers, Key, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.1 to the 10/13/13 8-K)(1) | ||
10.5 | — | First Amendment to Amended and Restated Term Loan Agreement, dated as of September 30, 2013, among Lexington and LCIF, as borrowers, Wells, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.2 to the 10/13/13 8-K)(1) | ||
10.6 | — | Second Amendment to Second Amended and Restated Credit Agreement, dated as of December 30, 2013, among Lexington and LCIF, as borrowers, Key, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.1 to Lexington's Current Report on Form 8-K filed January 6, 2014 (the “01/06/14” 8-K))(1) | ||
10.7 | — | Second Amendment to Amended and Restated Term Loan Agreement, dated as of December 30, 2013, among Lexington and LCIF, as borrowers, Wells, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.2 to the 01/06/14 8-K)(1) | ||
10.8 | — | Third Amendment to Second Amended and Restated Credit Agreement, dated as of March 28, 2014, among Lexington and LCIF, as borrowers, Key, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.1 to LCIF's Current Report on Form 8-K filed March 28, 2014 (the “03/28/14” 8-K))(1) | ||
10.9 | — | Third Amendment to Amended and Restated Term Loan Agreement, dated as of March 28, 2014, among Lexington and LCIF, as borrowers, Wells, as agent, and the financial institutions signatory thereto (filed as Exhibit 10.2 to the 03/28/14 8-K)(1) | ||
10.10 | — | Fourth Amendment to Credit Agreement, dated as of July 2, 2015, among Lexington and LCIF, as borrowers, Key, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.1 to Lexington’s Current Report on Form 8-K filed on July 2, 2015 (the “07/02/2015 8-K)) (1) | ||
10.11 | — | Fourth Amendment to Amended and Restated Term Loan Agreement, dated as of July 2, 2015, among Lexington and LCIF, as borrowers, Wells, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.2 to the 07/02/2015 8-K) (1) | ||
10.12 | — | Credit Agreement, dated as of September 1, 2015, among Lexington and LCIF, as borrowers, each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein, and Key, as agent (filed as Exhibit 10.1 to Lexington’s Current Report on Form 8-K filed on September 1, 2015) (1) | ||
10.13 | — | Equity Distribution Agreement, dated as of January 11, 2013, among Lexington and LCIF, on the one hand, and Jefferies & Company, Inc., on the other hand (filed as Exhibit 1.1 to Lexington's Current Report on Form 8-K filed on January 14, 2013 (the “01/14/13 8-K”))(1) | ||
10.14 | — | Equity Distribution Agreement, dated as of January 11, 2013, among Lexington and LCIF, on the one hand, and KeyBanc Capital Markets Inc., on the other hand (filed as Exhibit 1.2 to the 01/14/13 8-K)(1) | ||
12 | — | Statement of Computation of Ratio of Earnings to Fixed Charges (3) | ||
14 | — | Amended and Restated Code of Business Conduct and Ethics (filed as Exhibit 14.1 to Lexington's Current Report on Form 8-K filed on December 8, 2010)(1) | ||
21 | — | List of subsidiaries (3) | ||
23 | — | Consent of KPMG LLP (3) | ||
24 | — | Power of Attorney (included on signature page) | ||
31.1 | — | Certification of Principal Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2) | ||
31.2 | — | Certification of Principal Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2) | ||
32.1 | — | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4) | ||
32.2 | — | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4) | ||
101.INS | — | XBRL Instance Document (3)(5) | ||
101.SCH | — | XBRL Taxonomy Extension Schema (3)(5) | ||
101.CAL | — | XBRL Taxonomy Extension Calculation Linkbase (3)(5) | ||
101.DEF | — | XBRL Taxonomy Extension Definition Linkbase Document (3)(5) | ||
101.LAB | — | XBRL Taxonomy Extension Label Linkbase Document (3)(5) | ||
101.PRE | — | XBRL Taxonomy Extension Presentation Linkbase Document (3)(5) | ||
(1) | Incorporated by reference. |
(2) | Filed herewith. |
(3) | Incorporated by reference to the original Form 10-K. |
(4) | This exhibit shall not be deemed "filed" for purposes of Section 11 or 12 of the Securities Act of 1933, as amended (the "Securities Act"), or Section 18 of the Securities Exchanges Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of those sections, and shall not be part of any registration statement to which it may relate, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing or document. |
(5) | Attached as Exhibit 101 to the Original Form 10-K are the following materials, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2015 and 2014; (ii) the Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013; (iii) the Consolidated Statements of Changes in Partners' Capital for the years ended December 31, 2015, 2014 and 2013; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; and (v) Notes to Consolidated Financial Statements, detailed tagged. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Lepercq Corporate Income Fund L.P. | |||
By: | Lex GP-1 Trust, its General Partner | ||
Dated: | August 5, 2016 | By: | /s/ T. Wilson Eglin |
T. Wilson Eglin | |||
President | |||
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report or proxy materials has been sent to securities holders and no such report or proxy material is to be furnished to securities holders subsequent to the filing of the annual report on this Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature | Title |
/s/ Richard J. Rouse Richard J. Rouse | Director and Vice President of Lex GP-1 Trust |
/s/ T. Wilson Eglin T. Wilson Eglin | President and Director of Lex GP-1 Trust (principal executive officer) |
/s/ Patrick Carroll Patrick Carroll | Vice President, Treasurer and Director of Lex GP-1 Trust (principal financial officer) |
/s/ Beth Boulerice Beth Boulerice | Vice President of Lex GP-1 Trust (principal accounting officer) |
Each dated: August 5, 2016