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 8, 2005
THE NEWKIRK MASTER LIMITED PARTNERSHIP
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-50268 11-3636084
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(Commission File Number) (I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114
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(Address of Principal Executive Offices) (Zip Code)
(617) 570-4600
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(Registrant's Telephone Number, Including Area Code)
n/a
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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 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 7.01 Regulation FD Disclosure
On April 8, 2005, The Newkirk Master Limited Partnership (the
"Partnership") sent to its limited partners a letter with respect to the
mini-tender offer made by CMG Partners, LLC for units of limited partnership
interest in the Partnership. In general, because of the recent unit repurchase
offer made by the Partnership, the Partnership remained neutral in its
recommendation to its partners. A copy of the letter to partners is attached
hereto as Exhibit 99.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99. Letter to Limited Partners dated April 8, 2005.
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 on this 12th day of April, 2005.
THE NEWKIRK MASTER LIMITED PARTNERSHIP
By: MLP GP LLC
General Partner
By: Newkirk MLP Corp.
Manager
By: /s/ Peter Braverman
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Peter Braverman
Executive Vice President