8-K

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 21, 2008

LEXINGTON REALTY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland	1-12386	13-3717318
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

THE LEXINGTON MASTER LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-50268	11-3636084
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
One Penn Plaza, Suite 4015, New York, New York		10119-4015
(Address of Principal Executive Offices)		(Zip Code)

(212) 692-7200

(Registrant’s Telephone Number, Including Area Code)

(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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On November 24, 2008, The Lexington Master Limited Partnership (the “Partnership”), an operating partnership subsidiary of Lexington Realty Trust (the “Trust”), and the Trust entered into an Agreement and Plan of Merger pursuant to which the Partnership will be merged with and into the Trust. If the merger is consummated, each holder of a unit of limited partner interest in the Partnership will receive one share of beneficial interest in the Trust, par value $0.0001 per share, classified as common stock, which we refer to as a common share.

The Agreement and Plan of Merger has been approved by the Board of Trustees of the Trust and Lex GP-1 Trust, the general partner of the Trust and a wholly-owned subsidiary of the Trust.

Under the Agreement and Plan of Merger, the merger is subject to the approval of at least 50% of each class of units of limited partner interests in the Partnership, as well as the effectiveness of a Registration Statement on Form S-4 filed by the Trust with the Securities and Exchange Commission on November 24, 2008.

The parties have each made limited representations, warranties and covenants in the Agreement and Plan of Merger.

As of November 24, 2008, the record date for the special meeting of limited partners of the Partnership, Lex LP-1 Trust, a wholly-owned subsidiary of the Trust, held 15,500,000 Class A Partnership Common Units of limited partner interests of the Partnership, or 99.8% of the Class A Partnership Common Units outstanding, and 50,133,979 Special Voting Partnership Units of limited partner interest, or 88.8% of the Special Voting Partnership Units outstanding. Lex LP-1 Trust currently intends to vote its 65,633,979 units in favor of the merger. Accordingly, unless Lex GP-1 Trust, as general partner of the Partnership, withdraws its recommendation of, and votes against, the merger, approval of the merger is assured.

Attached as Exhibit 10.1 to this Current Report on Form 8-K, which we refer to as the Current Report, is a copy of the Agreement and Plan of Merger. The description of the Agreement and Plan of Merger does not purport to be complete and is qualified in its entirety by reference to the Agreement and Plan of Merger attached as an exhibit.

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Item 8.01. Other Events.

Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan

On November 21, 2008, the Trust revised its Dividend Reinvestment Plan pursuant to an Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan, which we refer to as the Plan. The Plan (1) provides holders of the Trust’s common shares and holders of units of limited partner interests in any of the Trust’s four operating partnership subsidiaries a simple and convenient method to purchase common shares by reinvesting in common shares all of the dividends or distributions (as applicable) paid with respect to all of their common shares or units, and (2) permits anyone to make optional cash purchases of the Trust’s common shares in an economical and convenient manner directly from the Trust, subject to certain limitations.

The Board of Trustees of the Trust set a discount of 2.5% on the price of common shares purchased for reinvested under the dividend reinvestment component of the Plan. No discount is applicable to the price of common shares purchased under the direct share purchase component of the Plan.

Declaration of Dividends/MLP Merger

On November 25, 2008, the Trust announced that it declared a regular common share dividend/distribution for the quarter ended December 31, 2008 of $0.18 per common share/unit payable on January 15, 2009 to shareholders/unitholders of record on December 31, 2008.

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The Trust also announced that its Board of Trustees has targeted a new annualized dividend of $0.72 per common share for 2009, beginning with the quarterly dividend announced above and subject to declaration of future dividends by its Board of Trustees and REIT distribution requirements.

Finally, as discussed in Item 1.01 above, the Trust announced that it intends to complete an inter-company merger of the Partnership with and into the Trust by the end of the year.

The foregoing descriptions are qualified in their entirety by reference to the press release issued November 25, 2008, which is attached as Exhibit 99.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Agreement and Plan of Merger, dated as of November 24, 2008 (incorporated by reference from Annex A to the Proxy Statement/Prospectus forming a part of the Trust’s Registration Statement on Form S-4 (file no. 333-155634) filed with the Securities and Exchange Commission on November 24, 2008).
99.1	Press release issued November 25, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Lexington Realty Trust
Date: November 26, 2008	By:	/s/ T. Wilson Eglin
		T. Wilson Eglin
		Chief Executive Officer
	The Lexington Master Limited Partnership
	By:	Lex GP-1 Trust, its general partner
Date: November 26, 2008	By:	/s/ T. Wilson Eglin
		T. Wilson Eglin
		President

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Exhibit Index

10.1	Agreement and Plan of Merger, dated as of November 24, 2008 (incorporated by reference from Annex A to the Proxy Statement/Prospectus forming a part of the Trust’s Registration Statement on Form S-4 (file no. 333-155634) filed with the Securities and Exchange Commission on November 24, 2008).
99.1	Press release issued November 25, 2008.

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EX-99.1

Exhibit 99.1

Lexington Realty Trust
TRADED: NYSE: LXP
One Penn Plaza, Suite 4015
New York NY 10119-4015

Contact at Lexington Realty Trust
T. Wilson Eglin, Chief Executive Officer
Investor or Media Inquiries
Phone: (212) 692-7200 E-mail: tweglin@lxp.com

FOR IMMEDIATE RELEASE
November 25, 2008

LEXINGTON REALTY TRUST ANNOUNCES
QUARTERLY DIVIDEND OF $0.18 PER COMMON SHARE
AND TARGETED COMMON SHARE DIVIDEND FOR 2009

New York, NY — November 25, 2008 — Lexington Realty Trust (NYSE:LXP) today announced that it declared a regular common share dividend/distribution for the quarter ended December 31, 2008 of $0.18 per common share/unit payable on January 15, 2009 to shareholders/unitholders of record on December 31, 2008.

Lexington also declared dividends of $0.503125 per Series B Cumulative Redeemable Preferred Share, $0.8125 per Series C Cumulative Convertible Preferred Share, and $0.471875 per Series D Cumulative Redeemable Preferred Share. The Series B and Series C Preferred Share dividends are payable on February 17, 2009, to shareholders of record of the Series B and Series C Preferred Shares as of January 30, 2009. The Series D Preferred Share dividend is payable January 15, 2009, to shareholders of record of the Series D Preferred Shares as of December 31, 2008.

Targeted Dividend for 2009

Lexington’s Board of Trustees has targeted a new annualized dividend of $0.72 per common share for 2009, beginning with the quarterly dividend announced above and subject to declaration of future dividends by its Board of Trustees and REIT distribution requirements. The targeted dividend level will allow Lexington to retain approximately $63.0 million of capital in 2009, which it expects to use to accelerate its deleveraging strategy and further strengthen its balance sheet.

Since the beginning of 2008, Lexington has retired a total of $307.5 million of senior debt and preferred securities at a discounted cost to Lexington of approximately $238.8 million.

Comments from Management

T. Wilson Eglin, Chief Executive Officer, noted that, “The targeted dividend for 2009 will allow Lexington to retain a significant amount of cash flow, which we expect to use to continue to retire debt and/or preferred securities on advantageous terms. The targeted dividend for 2009 equates to a yield of 18.0% based on the closing price of our common shares on November 24, 2008 and reflects, what we believe, is a conservative payout ratio.”

Inter-Company Operating Partnership Merger

In addition, Lexington announced that it intends to complete an inter-company merger with The Lexington Master Limited Partnership (the “MLP”) by the end of the year. Each outstanding unit of limited partner interest of the MLP, referred to as MLP units, (with the exception of MLP units held by

Lexington Realty Trust Page 2 of 2

Lexington) will be exchanged for one common share of Lexington. As of today, Lexington owns 91% of the MLP units. The merger will not result in any further dilution of Lexington’s outstanding common shares because Lexington already includes the MLP units when calculating its results on a fully-diluted basis.

About Lexington Realty Trust

Lexington Realty Trust is a real estate investment trust that owns, invests in, and manages office, industrial and retail properties net-leased to major corporations throughout the United States and provides investment advisory and asset management services to investors in the net lease area. Lexington shares are traded on the New York Stock Exchange under the symbol “LXP”. Additional information about Lexington is available on-line at http://www.lxp.com or by contacting Lexington Realty Trust, Investor Relations, One Penn Plaza, Suite 4015, New York, New York 10119-4015.

This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under Lexington’s control which may cause actual results, performance or achievements of Lexington to be materially different from the results, performance, or other expectations implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in Lexington’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 29, 2008 and other periodic reports filed with the SEC. The timing and amount of any dividend is subject to the approval of Lexington’s Board of Trustees. Copies of the periodic reports Lexington files with the SEC are available on Lexington’s website at www.lxp.com. Forward-looking statements, which are based on certain assumptions and describe the Lexington’s future plans, strategies and expectations, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “estimates,” “projects”, “is optimistic” or similar expressions. Lexington undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that Lexington’s expectations will be realized.

Source: Lexington Realty Trust