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
Date of report (Date of earliest event reported) April 25, 2005
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W. P. Carey & Co. LLC
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
001-13779 13-3912578
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(Commission File Number) (IRS Employer Identification No.)
50 Rockefeller Plaza, New York, NY 10020
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(Address of Principal Executive Offices) (Zip Code)
212-492-1100
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(Registrant's Telephone Number, Including Area Code)
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(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 (see General Instruction A.2. below):
[ ] 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))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On April 25, 2005, Board of Directors of the registrant approved and adopted an
amendment to Sections 2.5 and 3.3 of the registrant's Bylaws, effective
immediately. The amended Section 2.5 of Article II of the Bylaws clarifies that
when a quorum is present at any meeting of the shareholders, the vote of a
majority of the total shares actually cast by shareholders present in person or
by proxy shall decide any question brought before such meeting, unless the
question is one upon which a vote by another number or manner is required by the
registrant's Limited Liability Company Agreement, New York Stock Exchange
listing requirements or other applicable regulation. The amended Section 3.3 of
Article III clarifies that at each annual meeting of shareholders at which a
quorum is present, directors shall be elected by the vote of shareholders
entitled to vote thereon in the manner set forth in Section 2.5 of the Bylaws.
Prior to this amendment, Sections 2.5 and 3.3 deferred shareholder vote
requirements to the registrant's Limited Liability Company Agreement, and when
read together with the Limited Liability Company Agreement, created an ambiguity
as to the shareholder vote required for certain routine matters, including the
vote required to elect a director at an annual meeting. This amendment clarifies
the past practice of the registrant and does not represent, in practice, a
change in voting requirements or shareholder rights.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
Exhibit Index
Exhibit No. Exhibit
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3 Amended and Restated Bylaws
SIGNATURES
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.
W. P. CAREY & CO. LLC
By: /s/ Gordon F. DuGan
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Gordon F. DuGan, President and
Chief Executive Officer
Date: April 29, 2005