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 13, 2006
NEWKIRK REALTY TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 1-32662 20-3164488
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
THE NEWKIRK MASTER LIMITED PARTNERSHIP
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-50268 11-3636084
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (617) 570-4680
Former Name or Former Address, if Changed Since Last Report: N/A
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)
|X| 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 8.01 - Other Events
111 Debt Holdings
Newkirk Realty Trust, Inc. ("Newkirk"), through its operating partnership,
The Newkirk Master Limited Partnership (the "Operating Partnership") has
committed to contribute up to an additional $50 million to its 111 Debt Holdings
LLC ("111 Debt Holdings") joint venture with WRT Realty, L.P. ("Winthrop").
Winthrop has also committed to contribute up to an additional $50 million to 111
Debt Holdings. As a result, the aggregate total capital that may be contributed
to 111 Debt Holdings by both Winthrop and Newkirk is $200 million, inclusive of
$100 million previously committed.
111 Debt Holdings originates and acquires interests in first mortgage
loans, preferred equity, commercial mortgage-backed securities, mezzanine loans
and B notes. It is presently anticipated that 111 Debt Holdings will acquire and
originate up to 1.2 billion in loan obligations secured by real estate assets
and through October 18, 2006, 111 Debt Holdings had acquired $305 million of
such obligations.
Special Stockholder Meeting
On October 18, 2006, Newkirk issued a press release announcing that it had
called a special meeting of stockholders to be held at the New York offices of
Katten Muchin Rosenman LLP, located at 575 Madison Avenue, New York, New York
10022 at 10:00 a.m. local time on November 20, 2006 at which Newkirk will seek
stockholder approval of the previously announced merger of Newkirk with and into
Lexington and related matters. Stockholders of record as of the close of
business on October 13, 2006 will be entitled to vote at the special meeting.
Reference is hereby made to the press release, which is attached as Exhibit 99.1
hereto, and is incorporated herein by reference.
Special Meeting of Unitholders
Also on October 18, 2006, the Operating Partnership mailed to all of its
unitholders a proxy statement with respect to a special meeting of unitholders
to be held at the New York offices of Katten Muchin Rosenman LLP, located at 575
Madison Avenue, New York, New York 10022 at 10:45 a.m. local time on November
20, 2006 at which Newkirk, as the general partner of the Operating Partnership,
will seek unitholder approval to the appointment of Lex GP-1 Trust as the
successor general partner of the Operating Partnership and the amendment and
restatement of the Operating Partnership's partnership agreement, all as more
fully described in the proxy statement. Unitholders of record as of the close of
business on October 13, 2006 will be entitled to vote at the special meeting.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release issued October 18, 2006
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 18th day of October, 2006.
NEWKIRK REALTY TRUST, INC.
By: /s/ Peter Braverman
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Peter Braverman
President
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 18th day of October, 2006.
THE NEWKIRK MASTER LIMITED PARTNERSHIP
By: Newkirk Realty Trust, Inc.
By: /s/ Peter Braverman
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Peter Braverman
President