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) November 20, 2006
NEWKIRK REALTY TRUST, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 1-32662 20-3164488
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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 (IRS Employer
of Incorporation) File Number) 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)
|_| 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.
Newkirk Realty Trust Stockholders Meeting
At a Special Meeting of Stockholders of Newkirk Realty Trust, Inc. ("Newkirk")
held on November 20, 2006, approximately 58.5 million of the outstanding votes
(approximately 90.8% of the total outstanding votes and 98.2% of the votes cast)
entitled to be cast by stockholders voted in favor of the Agreement and Plan of
Merger, dated as of July 23, 2006, by and among Lexington Corporate Properties
Trust "Lexington") and Newkirk Realty Trust, Inc., as amended, and the
transactions contemplated thereby, including the merger of Newkirk with and into
Lexington.
The Newkirk Master Limited Partnership Partners Meeting
At a Special Meeting of Partners of The Newkirk Master Limited Partnership (the
"MLP") held on November 20, 2006, the limited partners of the MLP of record on
October 13, 2006 were asked to vote on the following matters:
1. To appoint Lex GP-1 Trust, a Delaware statutory trust and a
wholly-owned subsidiary of Lexington, as the successor general partner of
the MLP
2. To adopt an amended and restated partnership agreement for the
MLP.
Both proposals were adopted by over 58 million of the outstanding units of
limited partnership entitled to vote at the meeting (approximately 90% of the
total outstanding units and 99.3% of the votes cast).
Press Release
On November 20, 2006, Lexington and Newkirk issued a joint press release
announcing the approval of the merger by their respective common shareholders
and voting stockholders. Reference is hereby made to the press release, which is
attached as Exhibit 99.1 hereto and is incorporated by reference
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Released issued November 20, 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 27th day of November, 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 27th day of November, 2006.
THE NEWKIRK MASTER LIMITED PARTNERSHIP
By: Newkirk Realty Trust, Inc.
By: /s/ Peter Braverman
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Peter Braverman
President