S-4MEF

As filed with the Securities and Exchange Commission on December 29, 2006

Registration No. 333-137296

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LEXINGTON CORPORATE PROPERTIES TRUST

(Exact name of Registrant as specified in its governing instruments)

Maryland ___________________________________ (State or Other Jurisdiction of Incorporation or Organization) 6784 ___________________________________ (Primary Standard Industrial
Classification Code Number) 13-371318
__________________________________ (I.R.S. Employer
Identification No.)

One Penn Plaza

Suite 4015

New York, New York 10119-4015

(212) 692-7200

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

T. Wilson Eglin Chief Executive Officer and President Lexington Corporate Properties Trust One Penn Plaza Suite 4015 New York, New York 10119-4015 (212) 692-7200 (Name, address, including zip code, and telephone number, including area code, of agent for service)
________________________________________ With copies to:
Mark Schonberger, Esq. Paul, Hastings, Janofsky & Walker LLP 75 East 55th Street New York, New York 10022 (212) 318-6000	Mark I. Fisher, Esq. Elliot Press, Esq. Katten Muchin Rosenman LLP 575 Madison Avenue New York, New York 10022 (212) 940-8800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions of the proposed merger described herein have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. (333-137296)  x

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to Be Registered (1)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (3)
Common Stock, par value $0.0001 per share	500,000	$10,931,250	$1,169.64

(1) This number is based on (x) the additional number of shares of common stock, issued by Newkirk Realty Trust, Inc. since the original filing date of the S-4 in connection with the redemption of partnership units in Newkirk Master Limited Partnership multipled by (y) the

 

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conversion factor of 0.8 used in the exchange of Newkirk common stock to Lexington common shares upon the consummation of the merger of Newkirk with and into Lexington as described in Registration Statement No. 333-137296.

(2) The registration fee has been computed pursuant to Rule 457(c) and Rule 457(f)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average high and low prices for shares of Newkirk Realty Trust, Inc.’s common stock as reported on the New York Stock Exchange on December 26, 2006 ($17.49 per share) multiplied by the maximum number of such shares that may be exchanged for the securities being registered.

(3) Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

 

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Incorporation of Certain Information by Reference

This Registration Statement on Form S-4 of Lexington Corporate Properties Trust is being filed with respect to the registration of an additional 500,000 common shares of beneficial interest pursuant to Rule 462(b) and General Instruction K of Form S-4, both as promulgated under the Securities Act of 1933, as amended.

In accordance with General Instruction K of Form S-4, this Registration Statement incorporates by reference the contents of the previously filed Registration Statement on Form S-4 of Lexington Corporate Properties Trust (File No. 333-137296), including each of the documents filed by Lexington Corporate Properties Trust with the Securities and Exchange Commission and incorporated or deemed to be incorporated by reference therein and all amendments, supplements and exhibits thereto. Such previously filed Registration Statement was filed with the Securities and Exchange Commission on September 13, 2006, was thereafter declared effective by the Securities and Exchange Commission and remains effective as of the date of this filing.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration

Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 29, 2006.

LEXINGTON CORPORATE PROPERTIES TRUST

By: /s/ T. Wilson Eglin

T. Wilson Eglin

Chief Executive Officer, President

and Chief Operating Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints T. Wilson Eglin and Patrick Carroll and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and any additional related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (including post-effective amendments to the registration statement and any such related registration statements), and to file the same, with all exhibits thereto, and any other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
* E. Robert Roskind	Chairman and Trustee	December 29, 2006
/s/ T. Wilson Eglin T. Wilson Eglin	Chief Executive Officer, President, Chief Operating Officer and Trustee	December 29, 2006
* Richard J. Rouse	Vice Chairman, Chief Investment Officer and Trustee	December 29, 2006

 

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/s/ Patrick Carroll Patrick Carroll	Chief Financial Officer, Executive Vice President and Treasurer	December 29, 2006
* John B. Vander Zwaag	Executive Vice President	December 29, 2006
* Paul R. Wood	Chief Accounting Officer, Vice President and Secretary	December 29, 2006
* Geoffrey Dohrmann	Trustee	December 29, 2006
* Carl D. Glickman	Trustee	December 29, 2006
* James Grosfeld	Trustee	December 29, 2006
* Kevin W. Lynch	Trustee	December 29, 2006
* Stanley R. Perla	Trustee	December 29, 2006
* Seth M. Zachary	Trustee	December 29, 2006

*By: /s/ T. Wilson Eglin

T. Wilson Eglin

Attorney in Fact

 

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EXHIBIT INDEX

EXHIBIT NO. EXHIBIT

5.1 Opinion of Venable LLP regarding legality of shares issued

23.1 Consent of KPMG LLP with respect to Lexington

23.2 Consent of Deloitte & Touche LLP with respect to Newkirk

23.3 Consent of Imowitz Koenig & Co., LLP with respect to Newkirk

23.4 Consent of Venable LLP (included in Exhibit 5.1)

24.1 Power of Attorney (included on signature page)

 

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EX-5

Exhibit 5.1

December 29, 2006

Lexington Corporate Properties Trust

One Penn Plaza, Suite 4015

New York, NY 10119

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We have served as Maryland counsel to Lexington Corporate Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with certain matters of Maryland law arising out of the registration of up to 500,000 shares (the "Shares") of common shares of beneficial interest, par value $.0001 per share (the "Common Shares"), of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act").

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the "Documents"):

1.           The Registration Statement and the Prospectus included therein in the form in which it was transmitted to the Commission under the Act;

2.           The Declaration of Trust of the Company, as amended and supplemented through the date hereof (the "Declaration"), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT");

3.           The Bylaws of the Company, certified as of a recent date by an officer of the Company;

4.           A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5.           The Agreement and Plan of Merger, dated as of July 23, 2006, as amended by Amendment No. 1, dated as of September 11, 2006, as amended by Amendment No. 2, dated as of October 13, 2006 (collectively, the "Merger Agreement"), by and among the Company and Newkirk Realty Trust, Inc., a Maryland corporation ("Newkirk"), pursuant to which Newkirk will merge with and into the Company (the "Merger");

Lexington Corporate Properties Trust

December 29, 2006

Page 2

6.           Resolutions (the "Resolutions") adopted by the Board of Trustees of the Company, or a duly authorized committee thereof, relating to the Merger and the issuance of the Shares, certified as of a recent date by an officer of the Company;

7.           A certificate executed by an officer of the Company, dated as of the date hereof; and

8.           Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.           Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.           Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.           Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and the obligations of such party set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.           All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5.           The Shares will not be issued or transferred in violation of any restriction contained in Article Ninth of the Declaration.

6.           Upon the issuance of any of the Shares, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration.

Lexington Corporate Properties Trust

December 29, 2006

Page 3

7.           The Merger will be validly effected under the laws of the State of Maryland pursuant to the Merger Agreement. All of the shares of stock of Newkirk to be converted in the Merger into the right to receive Shares were duly authorized and are validly issued, fully paid and nonassessable and will be converted into the right to receive Shares in accordance with the terms of the Merger Agreement.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.           The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.           The Shares are duly authorized for issuance and, when and if issued and delivered in accordance with the Resolutions and the Merger Agreement, will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,

/s/ Venable LLP

EX-23

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement No. 333-137296 on Form S-4 of our report dated March 10, 2006 (September 12, 2006 as to the effect of the discontinued operations described in Note 9 and the subsequent events described in Note 11), relating to the consolidated financial statements of Newkirk Realty Trust, Inc. and The Newkirk Master Limited Partnership appearing in the Prospectus, which is part of such Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 29, 2006

EX-23

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of Newkirk Realty Trust, Inc.

We consent to the incorporation by reference in this Form S-4 Registration Statement (333-137296), which has been updated pursuant to Rule 462(b), of our report dated March 10, 2006, relating to the consolidated financial statements of The Newkirk Master Limited Partnership which is incorporated by reference in this Registration Statement, and to the references to us under the heading “Experts” in this Registration Statement.

/ s / Imowitz Koenig & Co., LLP

New York, New York

December 29, 2006