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: August 1, 2011
 
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
 
Maryland
1-13374
33-0580106
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(IRS Employer Identification No.)
 
600 La Terraza Boulevard, Escondido, California 92025-3873
(Address of principal executive offices)
 
(760) 741-2111
(Registrant's telephone number, including area code)
 
N/A
(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:
 
[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 5.03
Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year
 
Effective August 1, 2011, Realty Income Corporation (the “Company”) amended its Articles of Incorporation to decrease the par value of all of its Common Stock and all of its classes of Preferred Stock from $1.00 per share to $0.01 per share (the “Amendment”).  This Amendment was approved by the Board of Directors of the Company, but without action by the stockholders of the Company, pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.  There was no increase in the authorized shares of stock of the Company affected by the Amendment, as set forth above.
 
The foregoing description of the Amendment is not, and does not purport to be, complete and is qualified in its entirety by reference to a copy of the Articles of Amendment filed as Exhibit 3.1 hereto and incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits
 
 
(d)  Exhibits
 
 
3.1   The Articles of Amendment, dated July 29, 2011.



 
 
 
 
 
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 hereunto duly authorized.
 
Dated: August 2, 2011
 
REALTY INCOME CORPORATION
   
 
By:
 
 
/s/ MICHAEL R. PFEIFFER
       
Michael R. Pfeiffer
       
Executive Vice President, General Counsel and Secretary




 
 
 
 


INDEX TO EXHIBITS

Exhibit No.                     Description
3.1
Articles of Amendment, dated July 29, 2011



ARTICLES OF AMENDMENT
OF
REALTY INCOME CORPORATION,
A MARYLAND CORPORATION
 

Realty Income Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:

FIRST :  The charter of the Corporation (the “Charter”) is hereby amended to decrease the par value of all of the Common Stock and all of the classes of Preferred Stock that the Corporation is authorized to issue prior to the filing of these Articles of Amendment from $1.00 per share to $0.01 per share.

SECOND :  The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law.  The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.

THIRD :  There has been no increase in the authorized shares of stock of the Corporation affected by the amendments to the Charter as set forth above.

FOURTH :  The undersigned Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 29 day of July, 2011.

ATTEST:                                                                REALTY INCOME CORPORATION



By:   /s/ MICHAEL R. PFEIFFER                              By:   /s/ THOMAS A. LEWIS         (SEAL)
Name:  Michael R. Pfeiffer                                        Name:  Thomas A. Lewis
Title:   Secretary
Title:   Vice Chairman and
 
            Chief Executive Officer