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) August 3, 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
On August 3, 2005, the senior management of the Newkirk Master Limited
Partnership (the "Partnership") concluded that the Partnership's consolidated
balance sheets at December 31, 2004 and 2003 and the related consolidated
statements of cash flows (collectively, the "Reports") for each of the three
years in period ended December 31, 2004 should be restated for the following (in
thousands):
1) To reclassify $8,216, $5,148 and $8,109 from cash and cash equivalents to
restricted cash, respectively, to more clearly reflect net changes in cash
and cash equivalents.
2) To reclassify distributions from partially owned limited partnerships from
investing activities to operating activities in the amount of $389 and
$492 as they represent distributions of income received from investments
in partially owned entities accounted for on the equity method.
Management has also made these same restatements for the following periods
ended as follows:
Three Months ended March 31, 2005 and 2004
1) To reclassify $10,255 from cash and cash equivalents to restricted
cash.
2) To reclassify distributions from partially owned limited
partnerships of $168 and $168 from investing cash flows to operating
cash flows.
Nine Months ended September 30, 2004 and 2003
1) To reclassify $7,190 at September 30, 2004 from cash and cash
equivalents to restricted cash.
2) To reclassify distributions from partially owned limited
partnerships of $389 and $492 from investing cash flows to operating
cash flows.
3) To reclassify payments of accrued interest of $23,935 and $4,639
from operating cash flows to financing cash flows.
Six Months ended June 30, 2004 and 2003
1) To reclassify $7,181 at June 30, 2004 from cash and cash equivalents
to restricted cash.
2) To reclassify distributions from partially owned limited
partnerships of $221 at June 30, 2004 from investing cash flows to
operating cash flows.
3) To reclassify payments of accrued interest of $548 and $4,029 from
operating cash flows to financing cash flows.
In this regard, the financial statements contained in such Reports should
not be relied upon. The Partnership will file amendments to reflect the above
restated financial information.
The Partnership reached this conclusion after reviewing recent accounting
literature and interpretations and discussions between authorized officers of
the Partnership's general partner and the Partnership's independent auditors,
Imowitz, Koenig and Co., LLP.
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 4th day of August, 2005.
THE NEWKIRK MASTER LIMITED PARTNERSHIP
By: MLP GP LLC
General Partner
By: Newkirk MLP Corp.
Manager
By: /s/ Thomas Staples
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Thomas Staples
Chief Financial Officer