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) December 29, 2006
THE LEXINGTON MASTER LIMITED PARTNERSHIP
Exact Name of Registrant as Specified in Its Charter)
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Delaware | 0-50268 | 11-3636084 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
One Penn Plaza, Suite 4015, New York, New York | 10119 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's Telephone Number, Including Area Code: (212) 692-7200
The Newkirk Master Limited Partnership
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114
(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 obligations of the registrant under any of the following provisions
___ Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 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 1.02. | Termination of Material Definitive Agreement. |
The Newkirk Master Limited Partnership (the “Partnership”) elected to terminate its unsecured $50 million credit line with KeyBank, National Association effective December 29, 2006. The election to terminate the line of credit was based on (i) the fact that the Partnership had obtained the line of credit on April 7, 2006 and had not made any borrowings thereunder and (ii) the expected consummation of the merger described in Item 5.01 below making the line of credit unnecessary.
ITEM 5.01 | Changes in Control of Registrant. |
The merger of Newkirk Realty Trust, Inc. (“Newkirk”) with and into Lexington Corporate Properties Trust (“Lexington”) became effective on December 31, 2006. As a result of the merger, Newkirk, the then general partner of The Newkirk Master Limited Partnership (the “Partnership”), ceased to be the general partner of the Partnership. Simultaneously with the effectiveness of the merger, Lexington, as the surviving entity in the merger, contributed the entire general partner interest in the Partnership to its wholly-owned subsidiary, Lex GP-1 Trust, a Delaware statutory trust (“Lex-GP”), resulting in Lex-GP becoming the general partner of the Partnership.
Item 5.03. Amendments to Articles of Incorporation or By-laws; Changes in Fiscal Year.
In connection with Lex-GP becoming the new general partner of the Partnership, the Partnership filed a Second Amended and Restated Certificate of Limited Partnership with the Secretary of State of the State of Delaware on January 3, 2007 to evidence (i) the change in name from The Newkirk Master Limited Partnership to The Lexington Master Limited Partnership and (ii) the substitution of Lex-GP as the successor general partner of the Partnership to Newkirk.
In addition, Lex-GP entered into the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 31, 2006.
ITEM 8.01 | Other Events |
In connection with the Merger, the Partnership effected a reverse split pursuant to which each unit of limited partnership interest in the Partnership was converted into .80 units of limited partnership interest in the Partnership.
ITEM 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Second Amended and Restated Certificate of Limited Partnership, incorporated by reference to Exhibit 99.1 Lexington Realty Trust’s Current Report on 8K filed January 8, 2007. |
| 3.2 | Second Amended and Restated Agreement of Limited Partnership, incorporated by reference to Exhibit 10.4 Lexington Realty Trust’s Current Report on 8K filed January 8, 2007. |
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 on this 5th day of January, 2007.
| THE LEXINGTON MASTER LIMITED PARTNERSHIP |
| By: | Lex GP-1 Trust |
| General Partner |
| By: | /s/ T. Wilson Eglin |
| T. Wilson Eglin |
| Chief Executive Officer |