-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WTHuy2gjdF5Sg5XBKZpyywa3z9Xx/qhACWDS6M82TXEPeDtz3lQ2xClzky1THvDu BevcqCHZkROEf59kWJmqGA== 0001193805-06-002508.txt : 20061019 0001193805-06-002508.hdr.sgml : 20061019 20061018173831 ACCESSION NUMBER: 0001193805-06-002508 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061013 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061019 DATE AS OF CHANGE: 20061018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Newkirk Realty Trust, Inc. CENTRAL INDEX KEY: 0001333578 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 203164488 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32662 FILM NUMBER: 061151612 BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE - SUITE 500 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 617-570-4600 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE - SUITE 500 CITY: BOSTON STATE: MA ZIP: 02114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWKIRK MASTER LP CENTRAL INDEX KEY: 0001165460 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 113636084 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50268 FILM NUMBER: 061151613 BUSINESS ADDRESS: STREET 1: C/O THE NEWKIRK GROUP STREET 2: PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 617-570-4600 8-K 1 e601114_8k-newkirk.txt CURRENT REPORT 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 - ---------------------------- ------------------------ ---------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) THE NEWKIRK MASTER LIMITED PARTNERSHIP ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware 0-50268 11-3636084 - ---------------------------- ------------------------ ---------------------- (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 - -------------------------------------------------------------------------------- (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 ---------------------------------- 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 ------------------------------ Peter Braverman President EX-99.1 2 e601114_ex99-1.txt PRESS RELEASE ISSUED OCTOBER 18, 2006 Newkirk Realty Trust, Inc. AT THE COMPANY Carolyn Tiffany Chief Operating Officer (617) 570-4680 NEWKIRK REALTY TRUST, INC. ANNOUNCES SPECIAL STOCKHOLDER MEETING DATE Boston, MA - October 18, 2006 - Newkirk Realty Trust, Inc. ("Newkirk") (NYSE:NKT), a real estate investment trust, today announced that the special stockholder meeting to consider a proposal to approve the merger of Newkirk with and into Lexington Corporate Properties Trust ("Lexington") and related matters will be held on November 20, 2006 at 10:00 a.m., eastern time, at the New York offices of Katten Muchin Rosenman LLP, located at 575 Madison Avenue, New York, New York 10022. Newkirk's Board of Directors fixed the close of business on October 13, 2006 as the record date for determining stockholders entitled to vote at the special meeting. A joint proxy statement/prospectus containing information about the special meeting and the merger is being mailed to stockholders. Stockholders are urged to read the joint proxy statement/prospectus. Newkirk Realty Trust, Inc. is a qualified real estate investment trust or REIT. Through its subsidiaries and joint ventures, Newkirk acquires, owns, and manages a portfolio of office, retail, and industrial properties. Newkirk also originates and acquires loans secured by real estate and invest in other real estate-related assets. Newkirk's executive offices are located in Jericho, New York and Boston, Massachusetts. Please visit Newkirk's web site at www.newkirkreit.com for additional information relating to its properties and tenants. Additional Information and Where to Find It On July 23, 2006, Lexington and Newkirk entered into an agreement and plan of merger (the "Merger Agreement") that provides for the merger of Newkirk with and into Lexington. Lexington and Newkirk filed with the Securities and Exchange Commission a registration statement on Form S-4 that contains a joint proxy statement/prospectus and other documents regarding the transactions provided for in the Merger Agreement. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS OF LEXINGTON AND NEWKIRK BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT LEXINGTON AND NEWKIRK AND THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus, and other documents filed by Lexington and Newkirk with the SEC at the SEC's website at http://www.sec.gov. The joint proxy statement/prospectus and other relevant documents may also be obtained free of charge from Newkirk or Lexington by directing such request to: Newkirk Realty Trust, Inc., 7 Bulfinch Place, Suite 500, Boston, MA 02114-9507, 617-570-4680, Attention: Beverly Bergman or Lexington Corporate Properties Trust, One Penn Plaza - Suite 4015, New York, NY 10119, 212-692-7200, Attention: Joseph S. Bonventre. Investors and security holders are urged to read the joint proxy statement/prospectus and other relevant material before making any voting or investment decisions with respect to the proposed merger. LEXINGTON CORPORATE PROPERTIES TRUST ADD 2 Lexington, Newkirk and their respective trustees/directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Lexington and stockholders of Newkirk in connection with the proposed merger. Information about Lexington, Newkirk and their respective trustees/directors and executive officers, is set forth in the respective annual proxy statements and Annual Reports on Form 10-K for Lexington and Newkirk, which can be found on the SEC's website at http://www.sec.gov. Additional information regarding the interests of those persons may be obtained by reading the joint proxy statement/prospectus. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: With the exception of the historical information contained in this news release, the matters described herein contain "forward-looking" statements that involve risk and uncertainties that may individually or collectively impact the matters herein described. These are detailed from time to time in the "Risk Factors" section of the Company's SEC reports including the annual report on Form 10-K for the year ended December 31, 2005. Further information relating to the Company's financial position, results of operations, and investor information is contained in our annual and quarterly reports filed with the SEC and available for download at our website www.newkirkreit.com or at the SEC website www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----