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 10, 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)

_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 1.01 Entry into a Material Definitive Agreement

On November 10, 2005, Lexington Corporate Properties Trust (the “Trust”) entered into amendments (the “Amendments”) to its joint venture agreements with The Comptroller of New York State, as the Trustee of the Common Retirement Fund (the “Fund”) to (i) clarify that the total indebtness of both joint ventures will not exceed 65% of the current market value of the properties owned by the joint ventures, (ii) extend the term of one of the joint ventures until 2050, and (iii) grant the Fund the unilateral right to terminate the joint venture with the extended term on its original termination date.

Attached as Exhibits 10.1 and 10.2 to this Form 8-K (and incorporated herein by reference) are copies of Amendments.

Item 8.01 Other Events

On November 13, 2006, the Trust issued a press release announcing that Institutional Shareholder Services, Glass, Lewis & Co. and PROXY Governance, Inc. have each recommended that the Trust’s common shareholders vote in favor of the proposed merger of Newkirk Realty Trust, Inc. (NYSE:NKT) with and into the Trust and related matters, including the adoption of an Amended and Restated Declaration of Trust of the Trust and the issuance of common shares of the Trust in connection with the merger.

Reference is hereby made to the press release, which is attached as Exhibit 99.1 hereto, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

10.1	Second Amendment to the Operating Agreement of Lexington Acquiport Company, LLC
10.2	First Amendment to the Operating Agreement of Lexington Acquiport Company II, LLC
99.1	Press Release issued on November 13, 2006.

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.

Lexington Corporate Properties Trust

Date: November 13, 2006 By: /s/ T. Wilson Eglin                   

T. Wilson Eglin

Chief Executive Officer

Exhibit Index

10.1	Second Amendment to the Operating Agreement of Lexington Acquiport Company, LLC
10.2	First Amendment to the Operating Agreement of Lexington Acquiport Company II, LLC
99.1	Press Release issued on November 13, 2006.

EX-10

Exhibit 10.1

SECOND AMENDMENT TO OPERATING AGREEMENT OF

LEXINGTON ACQUIPORT COMPANY, LLC

This SECONDAMENDMENT TO OPERATING AGREEMENT OF LEXINGTON ACQUIPORT COMPANY, LLC (this “Amendment”) made as of November 10, 2006, by Lexington Corporate Properties Trust, a Maryland real estate investment trust , as a managing member (“LXP”), and The Comptroller of the State of New York, as Trustee of the Common Retirement Fund, as a non-managing member (the “Fund”). LXP and the Fund are sometimes individually referred to herein as a “Member” and collectively referred to herein as the “Members”. All capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to them in the Agreement (as defined).

WHEREAS, LXP and the Fund entered into the Operating Agreement (the “Agreement”) of Lexington Acquiport Company, LLC, a Delaware limited liability company (the “Company”), dated as of July 14, 1999, later as amended by First Amendment dated as of December 5, 2001;

WHEREAS, Section 12.12 of the Agreement provides that the Agreement may be amended only upon the written consent of all the Members; and

WHEREAS, LXP and the Fund, constituting all the Members of the Company, hereby desire to supplement and amend the Agreement as provided herein.

NOW, THEREFORE, the Members, in consideration of the covenants and agreements set forth herein, hereby amend the Agreement as follows.

1.Additional Definitions. Section 1.1 of the Agreement is hereby modified and amended by inserting therein the following definitions in the appropriate alphabetical order:

“Acquiport Annual Plans” shall mean the Annual Plan and the Annual Plan as defined in the LAC II Operating Agreement.

“LAC II” shall mean Lexington Acquiport Company II, LLC, a Delaware limited liability company.

“LAC II Operating Agreement” shall mean the Operating Agreement of LAC II dated as of December 5, 2001, as amended.

2.Amendment to Section 3.8(a) – Maximum Debt. Section 3.8(a) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(a)Maximum Debt. The total debt of the Company and LAC II at any time shall not exceed sixty-five percent (65%) of the market value of the assets of the Company and LAC II set forth in the current Acquiport Annual Plans (x) plus the capitalized cost of each asset acquired by the Company and LAC II since the ending date of the period covered by the current Acquiport Annual Plans and (y) minus the proceeds

of any assets sold since the ending date of the period covered by the current Acquiport Annual Plans.

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

4.Further Assurances. Each of the parties hereto covenants and agrees to promptly take such action, and to cause such party’s affiliates to promptly take such action, as may be reasonably required to effectively carry out the intent and purposes of this Amendment.

5.Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to the provisions, policies or principles thereof relating to choice or conflict of laws.

6.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Amendment to the Agreement is executed effective as of the date first set forth above.

LXP, AS THE MANAGING MEMBER

LEXINGTON CORPORATE PROPERTIES TRUST

By: /s/ T. Wilson Eglin                                           
       Name:   T. Wilson Eglin
       Title:     Chief Executive Officer

THE FUND, AS A NON-MANAGING MEMBER

COMPTROLLER OF THE STATE OF NEW YORK, AS TRUSTEE
OF THE COMMON RETIREMENT FUND

By: /s/ David Loglisci                                           
       Name:   David Loglisci
       Title:     Deputy Comptroller, Pension Investment and
                     Cash Management

EX-10

Exhibit 10.2

FIRST AMENDMENT TO OPERATING AGREEMENT OF

LEXINGTON ACQUIPORT COMPANY II, LLC

This FIRSTAMENDMENT TO OPERATING AGREEMENT OF LEXINGTON ACQUIPORT COMPANY II, LLC (this “Amendment”) made as of November 10, 2006, by Lexington Corporate Properties Trust, a Maryland real estate investment trust , as a managing member (“LXP”), and The Comptroller of the State of New York, as Trustee of the Common Retirement Fund, as a non-managing member (the “Fund”). LXP and the Fund are sometimes individually referred to herein as a “Member” and collectively referred to herein as the “Members”. All capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to them in the Agreement (as defined).

WHEREAS, LXP and the Fund entered into the Operating Agreement (the “Agreement”) of Lexington Acquiport Company II, LLC, a Delaware limited liability company (the “Company”), dated as of December 5, 2001;

WHEREAS, Section 12.12 of the Agreement provides that the Agreement may be amended only upon the written consent of all the Members; and

WHEREAS, LXP and the Fund, constituting all the Members of the Company, hereby desire to supplement and amend the Agreement as provided herein.

NOW, THEREFORE, the Members, in consideration of the covenants and agreements set forth herein, hereby amend the Agreement as follows.

1.Additional Definitions. Section 1.1 of the Agreement is hereby modified and amended by inserting therein the following definitions in the appropriate alphabetical order:

“Acquiport Annual Plans” shall mean the Annual Plan and the Annual Plan as defined in the LAC I Operating Agreement.

2.Amendment to Section 2.5 – Term. Section 2.5 of the Agreement is hereby amended by deleting it in its entirety and replacing it with:

Section 2.5Term. The term of the Company shall commence on the date of this Agreement and shall continue in full force and effect until October 1, 2050, unless sooner terminated pursuant to the terms hereof. No Member may withdraw from the Company without the prior consent of the other Member, other than as expressly provided in this Agreement.

3.Amendment to Section 3.8(a) – Maximum Debt. Section 3.8(a) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(a)Maximum Debt. The total debt of the Company and LAC I at any time shall not exceed sixty-five percent (65%) of the market value of the assets of the Company and LAC I set forth in the current Acquiport Annual Plans (x) plus the capitalized cost of each asset acquired by the Company and LAC I since the ending date

of the period covered by the current Acquiport Annual Plans and (y) minus the proceeds of any assets sold since the ending date of the period covered by the current Acquiport Annual Plans.

4.Amendment to Section 9.1 – Dissolution. Section 9.1 of the Partnership Agreement is hereby amended by deleting it in its entirety and replacing it with:

Section 9.1Dissolution. The Company shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (collectively, the “Liquidating Events”):

(i)the reduction to cash or cash equivalents (other than purchase money notes obtained by the Company from the sale of Tranche II Property) of the last remaining Tranche II Property;

(ii)the agreement in writing by LXP and the Fund to dissolve the Company;

(iii)the termination of the term of the Company pursuant to Section 2.5 hereof;

(iv)the entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the Act;

(v)the election of the Fund to dissolve the Company pursuant to Section 8.3(d) hereof;

(vi)the election of the Fund to dissolve the Company after December 5, 2011;

(vii)all of the Tranche II Properties have been sold to one or the other Member pursuant to the exercise of the Buy/Sell as provided in Section 11.1 hereof;

(viii)the Bankruptcy, insolvency, dissolution or withdrawal from the Company of LXP or the Fund, provided that the bankruptcy of LXP shall not constitute a Liquidating Event if the Company is continued pursuant to this Section 9.1; or

(ix)the election of any Member to dissolve the Company after the breach by any other Member of any representation, warranty or covenant contained in this Agreement, which breach had or has a material adverse effect on the Company or such other Member, and, if capable of cure, is not cured within fifteen (15) days after notice thereof from such other Member.

The Members hereby agree that, notwithstanding any provision of the Act, the Company shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of the events described in Section 9.1(v) or Section 9.1(viii) above (relating to the status of LXP), the Company shall not be dissolved or required to be wound up if within ninety (90) days after such

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event the Fund elects, in its sole and absolute discretion, to continue the business of the Company and to appoint, effective as of the date of such event, a successor Manager.

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

6.Further Assurances. Each of the parties hereto covenants and agrees to promptly take such action, and to cause such party’s affiliates to promptly take such action, as may be reasonably required to effectively carry out the intent and purposes of this Amendment.

7.Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to the provisions, policies or principles thereof relating to choice or conflict of laws.

8.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Amendment to the Agreement is executed effective as of the date first set forth above.

LXP, AS THE MANAGING MEMBER

LEXINGTON CORPORATE PROPERTIES TRUST

By: /s/ T. Wilson Eglin                                           
       Name:   T. Wilson Eglin
       Title:     Chief Executive Officer

THE FUND, AS A NON-MANAGING MEMBER

COMPTROLLER OF THE STATE OF NEW YORK, AS TRUSTEE
OF THE COMMON RETIREMENT FUND

By: /s/ David Loglisci                                           
       Name:   David Loglisci
       Title:     Deputy Comptroller, Pension Investment and
                     Cash Management

EX-99

Exhibit 99.1

 

RE: LEXINGTON CORPORATE PROPERTIES TRUST

ONE PENN PLAZA

SUITE 4015

NEW YORK, NY 10119

FOR FURTHER INFORMATION:

AT THE COMPANY: AT FINANCIAL RELATIONS BOARD:

T. Wilson Eglin Claire Koeneman Tim Grace

Chief Executive Officer Analyst Inquiries Media Inquiries

(212) 692-7200 (312) 640-6745 (312) 640-6667

FOR IMMEDIATE RELEASE

MONDAY, NOVEMBER 13, 2006

LEXINGTON CORPORATE PROPERTIES TRUST ANNOUNCES

ISS, GLASS LEWIS AND PROXY GOVERNANCE RECOMMENDATIONS

THAT SHAREHOLDERS VOTE “FOR” MERGER

New York, NY – November 13, 2006 – Lexington Corporate Properties Trust (“Lexington”) (NYSE:LXP), a real estate investment trust, today announced that Institutional Shareholder Services (“ISS”), Glass, Lewis & Co. (“Glass Lewis”) and PROXY Governance, Inc. (“PROXY Governance”) have each recommended that Lexington’s common shareholders vote in favor of the proposed merger of Newkirk Realty Trust, Inc. (“Newkirk”) (NYSE:NKT) with and into Lexington and related matters, including the adoption of an Amended and Restated Declaration of Trust of Lexington and the issuance of common shares of Lexington in connection with the merger. A special meeting of Lexington’s common shareholders will be held on November 20, 2006 at 11:30 a.m., local time, at the New York offices of Paul, Hastings, Janofsky & Walker LLP, located at 75 East 55th Street, New York, New York 10022.

ISS, Glass Lewis and PROXY Governance are widely recognized as the leading independent proxy advisory firms in the nation. Their recommendations are reviewed and considered by major institutional investment firms, mutual firms and other fiduciaries throughout the country.

“We are pleased that ISS, Glass Lewis and PROXY Governance have recommended that Lexington’s common shareholders vote in favor of the merger with Newkirk,” said T. Wilson Eglin, Chief Executive Officer of Lexington. “We believe that the merger will significantly enhance long-term growth opportunities thereby creating substantial value for shareholders.”

About Lexington

Lexington is a real estate investment trust that owns 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 currently pays an annualized dividend of $1.46 per share. Additional information about Lexington is available at www.lxp.com.

MORE

LEXINGTON CORPORATE PROPERTIES TRUST

ADD 1

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 Lexington or Newkirk by directing such request to: Lexington Corporate Properties Trust, One Penn Plaza - Suite 4015, New York, NY 10119, 212-692-7200, Attention: Joseph S. Bonventre, or Newkirk Realty Trust, Inc., 7 Bulfinch Place, Suite 500, Boston, MA 02114-9507, 617-570-4680, Attention: Beverly Bergman. 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, 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.

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. These factors include, but are not limited to, those factors and risks detailed in Lexington’s periodic filings with the Securities and Exchange Commission. 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.

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