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) October 26, 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 2.02 Results of Operations and Financial Condition.
Recent Developments
Newkirk MLP has announced that it will report revenues for the three
months ended September 30, 2005 of $61.3 million as compared to $62.1 million
for the comparable period in 2004. Primarily as a result of one-time charges
related to its August 2005 refinancing, Newkirk MLP also will report a loss from
continuing operations of $7.4 million for the three months ended September 30,
2005 as compared to income from continuing operations of $24.0 million for the
quarter ended September 30, 2004, and a decline in net income to $7.2 million
for the quarter ended September 30, 2005 as compared to net income of $53.9
million for the quarter ended September 30, 2004.
Net income decreased during the three month period as a result of a $31.4
million decrease in income from continuing operations and a $15.3 million
decrease in income from discontinued operations. The decrease in income from
continuing operations was due primarily to non-recurring prepayment penalties of
approximately $23.5 million and the associated write-off of deferred costs of
approximately $7.3 million incurred as a result of the repayment in August 2005
of existing mortgage indebtedness from the proceeds of the new loan from KeyBank
National Association and Bank of America, National Association. Income from
discontinued operations decreased primarily because gains on properties sold
declined from $38.9 million to $15.5 million for the comparable three month
periods.
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 26th day of October, 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