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) October 13, 2006

LEXINGTON CORPORATE PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-12386		13-371318
	(Commission File Number)	(I.R.S. Employer Identification No.)

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)

n/a

(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

  X  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 1.01 Entry into a Material Definitive Agreement

Amendment to Merger Agreement

On October 13, 2006, Lexington Corporate Properties Trust, a Maryland real estate investment trust ("Lexington") and Newkirk Realty Trust, Inc. ("NRT"), entered into Amendment No. 2 ("Amendment No. 2") to the Agreement and Plan of Merger dated as of July 23, 2006 (the "Merger Agreement"). Amendment No. 2 (i) clarifies that the holders of common partnership units in Lexington's operating subsidiaries will receive the same special distribution of $0.17 per share payable by Lexington to its common shareholders prior to the closing of the merger if declared and paid by Lexington and (ii) provides for a closing date at the end of December 2006 (unless the parties agree to accelerate the closing date) notwithstanding the approval of the Merger Agreement by shareholders of both companies and the satisfaction of the other closing conditions on an earlier date (the "Satisfaction Date"). In addition, all representations and warranties will only have to be satisfied as of the Satisfaction Date. Shareholder meetings to approve the Merger Agreement are scheduled to be held on November 20, 2006. A copy of Amendment No. 2 is filed as Exhibit 2.1 hereto and is incorporated by reference into this report.

Additional Information about the Merger and Where to Find It

LXP and NRT have filed a joint proxy statement/prospectus (registration no. 333-137296) and other documents regarding the proposed merger described in this Current Report with the Securities and Exchange Commission. Investors and security holders are urged to read the proxy statement/prospectus when it becomes available, because it will contain important information about LXP and NRT and the proposed merger. A definitive proxy statement/prospectus will be sent to security holders of LXP and NRT seeking their approval of the transaction. Investors and security holders may obtain a free copy of the definitive proxy statement/prospectus (when available) and other documents filed by LXP and NRT with the SEC at the SEC’s web site at www.sec.gov. The definitive proxy statement/prospectus and other relevant documents may also be obtained free of cost by directing a request to Lexington Corporate Properties Trust, One Penn Plaza, Suite 4015, New York, New York 10119-4015, Telephone: (212) 692-7200, Attention: Joseph S. Bonventre.

LXP and NRT and their respective trustees, directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of LXP and stockholders of NRT in connection with the merger. Information about NRT and LXP and their respective directors and officers can be found in LXP’s and NRT’s respective Annual Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Additional information regarding the interests of those persons may be obtained by reading the proxy statement/prospectus when it becomes available.

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 of securities shall be

made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

2.1 Amendment No. 2

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 13th day of October, 2006.

LEXINGTON CORPORATE PROPERTIES TRUST

By: /s/ Patrick Carroll

Patrick Carroll

Chief Financial Officer

Exhibit Index

2.1 Amendment No. 2

EX-2

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 2, dated as of October 13, 2006 (“Amendment No. 2”) to the AGREEMENT AND PLAN OF MERGER, dated as of July 23, 2006, as amended by AMENDMENT NO. 1, dated as of September 11, 2006 (collectively, the “Merger Agreement”), by and among Lexington Corporate Properties Trust (the “Company”) and Newkirk Realty Trust, Inc. (“NRT”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Merger Agreement.

RECITALS

The Company and NRT wish to amend the Merger Agreement pursuant to the terms hereof.

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE 1

AMENDMENTS

1.1Section 6.01 (b)(iii). Section 6.01(b(iii)(B)(2) of the Merger Agreement is hereby amended and restated in its entirety as follows:

“(2) a one-time distribution of $0.17 per Company Common Share and per common limited partnership interest of each of the Company Partnerships, and”.

1.2Section 6.01 (b)(iv). Section 6.01(b(iv)(B)(5) of the Merger Agreement is hereby amended and restated in its entirety as follows:

“(5)indebtedness for borrowed money incurred in order for the Company to pay the dividend of $0.17 per Company Common Share and per common limited partnership interest of each of the Company Partnerships set forth in Section 6.01(b)(iii)(B)(2) or”.

1.3Section 2.05. Section 2.05 of the Merger Agreement is hereby amended and restated in its entirety as follows:

“The closing of the REIT Merger (the “Closing”) shall occur as promptly as practicable (but in no event later than the second Business Day) after the date (the “Satisfaction Date”) on which all of the conditions set forth in Article VIII (“the Closing Conditions”), other than those Closing Conditions which by their terms are required to be satisfied or waived at the Closing, shall have been satisfied or waived by the party entitled to the benefit of the same and, subject to the foregoing, the Closing shall take place at such time and on a date to be specified by the parties (the “Closing Date”).

Notwithstanding the foregoing, the parties hereby agree to delay the Closing Date to on or about December 29, 2006 (the “Delayed Closing Date”). The following provisions shall apply to such Delayed Closing Date:

(i) from the Satisfaction Date, all exceptions to the consent requirements set forth in Sections 6.01(b) and 6.02(b), other than the provisions set forth in Sections 6.01(b)(ii), 6.01(b)(iii), 6.02(b)(ii), 6.02(b)(iii) and the last paragraph of Sections 6.01(b) and 6.02(b), shall be null and void and all such formerly excepted actions shall thereafter require the consent of the other party (not to be unreasonably withheld or delayed) and

(ii) on the Satisfaction Date, the Company shall deliver to NRT a certificate dated as of the Satisfaction Date, signed by an authorized officer of the Company, certifying that the representations and warranties of the Company in this Agreement that (A) are not made as of a specific date are true and correct in all material respects (without giving effect to any limitation on “materiality” set forth therein) as of the Satisfaction Date and (B) are made as of a specific date that is on or prior to the Satisfaction Date are true and correct (without giving effect to any limitation as to “materiality” set forth therein), as of such date, in each case except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) would not have a Material Adverse Effect.

(iii) on the Satisfaction Date, NRT shall deliver to the Company a certificate dated as of the Satisfaction Date, signed by an authorized officer of NRT, certifying that the representations and warranties of NRT in this Agreement that (A) are not made as of a specific date are true and correct in all material respects (without giving effect to any limitation on “materiality” set forth therein) as of the Satisfaction Date and (B) are made as of a specific date that is on or prior to the Satisfaction Date are true and correct (without giving effect to any limitation as to “materiality” set forth therein), as of such date, in each case except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) would not have a Material Adverse Effect.

(iv) on the Satisfaction Date, both parties shall deliver all agreements and documents required under Article VIII into escrow for delivery on and as of the Closing Date.

(v) subject to the satisfaction on or prior to the Satisfaction Date of all of the Closing Conditions (other than final delivery of agreements and documents required under Article VIII, which agreements and documents shall be executed and held in escrow for delivery on and as of the Closing Date) as well as delivery of the certificates referred to in (ii) and (iii) above, the Closing Conditions, other

 

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than Section 8.01(c), 8.01(d), 8.02(b), 8.02(c) (only with respect to the conditions specified in Section 8.02(b)), 8.03(b) and 8.03(c) (only with respect to the conditions specified in Section 8.03(b)) shall be irrevocably waived with respect to the Delayed Closing Date. 

The Closing shall take place at the offices of Paul, Hastings, Janofsky & Walker LLP, 75 East 55th Street, New York, New York, or at such other place as agreed to by the parties hereto. Notwithstanding anything herein to the contrary, the parties may at any time mutually agree in writing to accelerate the Closing Date.

ARTICLE 2

MISCELLANEOUS PROVISIONS

2.1Authorization.Each of the Company and NRT is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Merger Agreement, as amended hereby.

2.2Ratification and Confirmation of the Merger Agreement; No Other Changes. Except as modified by this Amendment, the Merger Agreement is hereby ratified and confirmed in all respects. Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provision of the Merger Agreement, other than as contemplated herein.

2.3 Effectiveness. This Amendment shall be effective as of the date hereof.

2.4Amendment and Modification. This Amendment No. 2 may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed on behalf of each party and otherwise as expressly set forth herein.

2.5Counterparts. This Amendment No. 2 may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

2.6Facsimile Signature. This Amendment No. 2 may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

[Remainder of Page Intentionally Left Blank]

 

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IN WITNESS WHEREOF, the Company and NRT have caused this Amendment No. 2 to be executed as of the date first written above by their respective officers thereunto duly authorized.

LEXINGTON CORPORATE PROPERTIES TRUST
By:	/s/ T. Wilson Eglin
	Name: T. Wilson Eglin
	Title: Chief Executive Officer

NEWKIRK REALTY TRUST, INC.
By:	/s/ Michael L. Ashner
	Name: Michael L. Ashner
	Title: Chief Executive Officer