COLE CREDIT PROPERTY TRUST II, INC.
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): October 4, 2005 (September 28, 2005)
Cole Credit Property Trust II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
333-121094
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Maryland
(State or other jurisdiction of incorporation
or organization)
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(1933 Act)
(Commission File Number)
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20-1676382
(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
(Registrants 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 28, 2005, Cole WG Brainerd MN, LLC, a Delaware limited liability company
(the 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 Brainerd Drugstore, LLC, a Colorado limited
liability company (the Seller), which is not affiliated with the Company, its advisor or
affiliates. Series A, LLC, which is an affiliate of the Company and the Companys 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 Sellers interest
in a 15,076 square foot single-tenant retail building on an approximately 2.07 acre site located in
Brainerd, Minnesota (the Property), for a gross purchase price of $4,328,500, exclusive of
closing costs. The Property was constructed in 2000 and is leased to Walgreen Co. (Walgreens)
through June 30, 2020.
Pursuant to the terms of the Agreement, the closing of the transaction is expected to occur on
or about October 6, 2005. The Agreement contains customary representations and warranties and
customary indemnification provisions.
In connection with the entry into the Agreement, the Buyer paid $50,000 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.
SIGNATURE
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 thereunto duly authorized.
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COLE CREDIT PROPERTY TRUST II, INC. |
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Dated: October 4, 2005 |
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By:
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/s/ Blair D. Koblenz
Blair D. Koblenz
Chief Financial Officer and
Executive Vice President
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