-----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, S4LtOanzaqBRwsths7EEHv/rKVhurfbVlG+WLXR0Lca4AA6sffhpxXY9RVkpUl2t PXF07b5ow0wx2wiBve2xYw== 0001116679-07-001840.txt : 20070716 0001116679-07-001840.hdr.sgml : 20070716 20070716170313 ACCESSION NUMBER: 0001116679-07-001840 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070711 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070716 DATE AS OF CHANGE: 20070716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON REALTY TRUST CENTRAL INDEX KEY: 0000910108 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133717318 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 07982077 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4015 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: (212) 692-7200 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4015 CITY: NEW YORK STATE: NY ZIP: 10119 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES TRUST DATE OF NAME CHANGE: 19980625 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES INC DATE OF NAME CHANGE: 19930816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lexington Master Limited Partnership CENTRAL INDEX KEY: 0001165460 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 113636084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50268 FILM NUMBER: 07982078 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 405 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 212-692-7200 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 405 CITY: NEW YORK STATE: NY ZIP: 10119 FORMER COMPANY: FORMER CONFORMED NAME: NEWKIRK MASTER LP DATE OF NAME CHANGE: 20020117 8-K 1 lexandmlp8k-071707.htm REPORTED BY: LEXINGTON REALTY TRUST AND LEXINGTON MASTER LIMITED PARTNERSHIP lexandmlp8k-071707.htm
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): July 11, 2007

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

___           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.

On July 11, 2007, The Lexington Master Limited Partnership (the “Partnership”) entered into a Second Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”) of Lex-Win Acquisition LLC (“Lex-Win”), among the Partnership, VII Wells Holdings, L.L.C. (“VII Wells”), WRT Realty, L.P. (“WRT”), Square Mile Value LLC (“Square Mile”) and Stark Wells Holdings, LLC (“Stark”). The purpose of amending and restating the Operating Agreement was to admit Square Mile and Star as members of Lex-Win.  As a result of this admission, the Partnership’s interest in Lex-Win was reduced to 28% of the outstanding membership interests.
 
The foregoing description is qualified in its entirety by reference to the Operating Agreement, which will be attached as an exhibit to the Trust’s and the Partnership’s Quarterly Reports on Form 10-Q for the period ended September 30, 2007, which the Trust and the Partnership intend to file in November 2007.

Item 8.01.                                Other Events.

On July 12, 2007, the Trust announced that Lex-Win extended the expiration date of its previously announced tender offer for up to 45,000,000 shares of Wells Real Estate Investment Trust, Inc. at a price of $9.30 per share.  The tender offer has been extended so that it will now expire at 5:00 p.m. New York time on July 20, 2007 unless the offer is further extended.

The foregoing description is qualified in its entirety by reference to the press release issued July 12, 2007, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.                                Financial Statements and Exhibits.

(d)         Exhibits

 
99.1
Press Release dated July 12, 2007

 
 

 

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 Realty Trust  
       
Date: July 16, 2007
By:
/s/ T. Wilson Eglin  
    T. Wilson Eglin  
    Chief Executive Officer  
       

 
 
 

 

Exhibit Index

 
99.1
Press Release dated July 12, 2007

 


EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1.htm
 
Exhibit 99.1

 
Contact: Beverly Bergman of Winthrop Realty Trust, +1-617-570-4614; or
Carol Merriman, VP Investor Relations & Corporate Development of Lexington Realty Trust,
+1-212-692-7264, cmerriman@lxp.com
 
FOR IMMEDIATE RELEASE
July 12, 2007
 

EXPIRATION DATE OF TENDER OFFER FOR COMMON SHARES IN WELLS REAL
ESTATE INVESTMENT TRUST, INC. EXTENDED TO JULY 20, 2007

New York, July 12 – Lex-Win Acquisition LLC, a joint venture among Lexington Realty Trust (NYSE:LXP), Winthrop Realty Trust (NYSE:FUR), an affiliate of Starwood Capital Group Global, L.L.C. and two additional investors, today announced that it is extending the expiration date of its tender offer for up to 45,000,000 shares of common stock in Wells Real Estate Investment Trust, Inc. (WLRE) at a price of $9.30 per share.  The offer has been extended so that it will now expire at 5:00 p.m., New York time on July 20, 2007.

Lex-Win recently has been informed that numerous Wells stockholders had not until recently received the information relating to Lex-Win’s offer including, most specifically, individuals whose shares are held in custodial accounts such as IRA or 401k accounts.  The extension of the offer is being made to afford all Wells stockholders an opportunity to review the offer materials and make an informed decision.  At the close of business on July 12, 2007, Lex-Win had received tenders for 2,787,444 shares.

Lex-Win’s offer is being made subject to the terms and conditions set forth in, and solely through its Offer to Purchase, dated May 25, 2007, as amended by Supplement No. 1 thereto dated June 12, 2007, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of shares.  Copies of Lex-Win’s Offer to Purchase, the related Letter of Transmittal and other tender offer materials may be obtained from Lex-Win’s information agent for the offer, MacKenzie Partners, Inc., (212) 929-5500 (call collect), or Toll-Free: (800) 322-2885.
 

 
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares.  The offer is made solely by the Offer to Purchase, dated May 25, 2007, as amended by Supplement No. 1 thereto dated June 12, 2007, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of shares.  The offer is not being made to (nor will tenders be accepted from or on behalf of) holders of shares in any jurisdiction in which the making of the offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.
 
 
 

 
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