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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 8/08/05  Newkirk Realty Trust/Inc          S-11        8/05/05    8:360                                    Merrill Corp/New/- FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-11        Registration Statement for Securities of a Real     HTML  2,344K 
                          Estate Company                                         
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     91K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML    129K 
 4: EX-16.1     Letter re: Change of Certifying Accountant          HTML      9K 
 5: EX-21       Subsidiaries of the Registrant                      HTML     91K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML      7K 
 7: EX-23.2     Consent of Experts or Counsel                       HTML      8K 
 8: EX-23.5     Consent of Experts or Counsel                       HTML      9K 

Registration No. 333-              

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

Newkirk Realty Trust, Inc.
(Exact name of registrant as specified in governing instruments)

7 Bulfinch Place—Suite 500
Boston, Massachusetts 02114
(617) 570-4600
and
Two Jericho Plaza
Wing A
Jericho, New York 11753
(516) 822-0022

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Michael Ashner
Chairman and Chief Executive Officer
Newkirk Realty Trust, Inc.
7 Bulfinch Place—Suite 500
Boston, Massachusetts 02114
(617) 570-4600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

        Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

        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.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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

        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

        If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.    o

CALCULATION OF REGISTRATION FEE

(1)

Includes shares of common stock subject to the underwriters' overallotment option.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 8, 2005

Prospectus

[                      ] Shares

Newkirk Realty Trust, Inc.

Common Stock

This is the initial public offering of Newkirk Realty Trust, Inc. No public market currently exists for our common stock.

We currently anticipate the initial public offering price of our common stock to be between $    and $    per share. We intend to apply to have our shares listed on the New York Stock Exchange under the symbol "NKT," subject to notice of issuance.

Newkirk Realty Trust, Inc. is a recently-formed Maryland corporation that intends to qualify as a real estate investment trust or "REIT" for federal income tax purposes. We were organized to become the general partner of and to acquire between a    % and            % controlling interest in The Newkirk Master Limited Partnership. The Newkirk Master Limited Partnership is a publicly reporting limited partnership that has owned a diversified portfolio of triple-net leased properties and other real estate-related assets since it began operations in January 2002. All of our operations will be conducted through The Newkirk Master Limited Partnership.

Immediately following this offering and our other formation transactions, members of our management team and their affiliates will, in the aggregate, own a    % equity interest in us on a fully diluted basis.

Investing in our common stock involves risks. See "RISK FACTORS" beginning on page 27 for a discussion of the following and other risks.

•

We are subject to the risks of commercial real estate ownership, including risks inherent in the types of properties we own or may acquire that could reduce the value of our properties.

•

Many of our leases provide for renewal rental rates that are substantially lower than the current rental rates.

•

A significant number of our leases expire over the next five years and we are subject to the risk that tenants under such leases will not renew their leases upon expiration.

•

The ability of our external advisor to operate our properties and identify acquisitions directly affects our financial condition.

•

The loss of our advisor's key personnel could harm our operations and adversely affect the value of our shares of common stock.

•

Following a one year lock-up period we may issue a significant number of shares of our common stock upon redemption of limited partnership interests in The Newkirk Master Limited Partnership, which may have an adverse effect on the market value of your shares.

•

There are various conflicts of interest resulting from relationships among us, our management, our advisor and other parties.

•

The concentration of our ownership will adversely affect the ability of new investors to influence our policies.

•

If we do not qualify as a REIT or fail to remain qualified as a REIT, we will be subject to tax as a regular corporation and could face substantial tax liability.

•

Our charter generally does not permit ownership in excess of 8.9% of our common stock without prior approval from our board of directors, and attempts to acquire stock in excess of this limit are ineffective without prior approval from our board of directors.

•

There is no assurance that the per share offering price represents the market value of our assets on a per share basis.

Delivery of shares will be made on or about                            , 2005.

We have granted the underwriters a 30-day option to purchase up to            additional shares of our common stock at the public offering price, less the underwriting discount, to cover over-allotment of shares exercisable at any time until 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

   
TABLE OF CONTENTS

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EXPLANATORY NOTE

        You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with different or additional information. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. Neither the delivery of this prospectus nor any distribution of securities pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth in this prospectus or in our affairs since the date of this prospectus.

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PROSPECTUS SUMMARY

        This summary highlights information more fully described elsewhere in this prospectus and contains the material terms of this offering. However, you should read this entire prospectus, including the section entitled "Risk Factors," carefully before deciding to invest in our common stock. Unless otherwise mentioned or unless the context otherwise requires, all references in this prospectus to (a) "we," "us," "our," or similar references mean Newkirk Realty Trust, Inc., (b) "Newkirk MLP" or our "operating partnership" means The Newkirk Master Limited Partnership, (c)"NKT Advisors" or our "Advisor" means NKT Advisors LLC and (d) "our properties" and properties held by "us" or properties that "we" hold refers to properties owned by Newkirk MLP. Except as otherwise stated, the information in this prospectus assumes that the underwriters do not exercise their option to purchase additional shares to cover over-allotments. Except where otherwise noted, references to "investment grade rated senior debt" reflect both Standard & Poor's and Moody's ratings as of July 31, 2005.

   
Newkirk Realty Trust, Inc.

        Newkirk Realty Trust, Inc. is a recently-formed Maryland corporation that intends to qualify as a real estate investment trust or "REIT" for federal income tax purposes. We will own our assets and conduct our operations through The Newkirk Master Limited Partnership, an existing publicly reporting real estate limited partnership. As of June 30, 2005, Newkirk MLP owned 206 office, retail, industrial and other properties containing an aggregate of approximately 17,931,000 square feet of space located in 33 states. Based on total square footage as of such date, 38.6%, 29.7%, 28.9% and 2.8% of Newkirk MLP's portfolio is office, retail, industrial and other, respectively. 203 of these properties, containing an aggregate of approximately 17,634,000 square feet of space are triple-net leased to a total of 41 different tenants under leases with a weighted average remaining lease term of four years, based on annualized rents as of June 30, 2005. As of June 30, 2005, approximately 83.2% of annualized rental income earned from our tenants was paid by tenants with investment grade rated senior debt. Under a triple-net lease, the tenant occupying the leased property, usually a single tenant, is responsible for paying its rent as well as other operating expenses for the property, including taxes, insurance and maintenance, and substantially all other capital expenditures through the end of the lease term. Therefore, the owner of the property receives the rent "net" of these expenses. Substantially all tenant leases provide for multiple tenant renewal options ranging from five years to 50 years at fixed rents.    This property portfolio represents properties whose operations are consolidated in the financial statements of Newkirk MLP and which we refer to as the Newkirk properties. Newkirk MLP also owns minority interests in other triple-net leased properties, ground leases, remainder interests or the right to acquire remainder interests in various triple-net leased properties and various other real estate assets.

        Upon consummation of this offering, we will become the general partner of Newkirk MLP and initially acquire a minimum of approximately        % and a maximum of approximately         % of the limited partnership interests in Newkirk MLP if the underwriters' overallotment option is exercised in full. We refer to these limited partnership interests as Newkirk MLP units. We will use a portion of the proceeds of this offering to acquire Newkirk MLP units directly from existing limited partners. The balance of the net proceeds of this offering will be contributed to Newkirk MLP in exchange for newly issued Newkirk MLP units.

        We will be externally managed and advised by NKT Advisors. Our Advisor's management team is also the management team of Winthrop Financial Associates, a fully vertically integrated national manager of real estate assets. We believe that the experience and capabilities of our Advisor's management team will enable us to effectively manage Newkirk MLP's existing assets and originate attractive investment opportunities. Our advisory agreement with our Advisor is intended to capitalize on synergies with Winthrop Financial Associates' origination infrastructure, existing business relationships and management expertise. Many of our Advisor's management functions will be

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sub-contracted to Winthrop Financial Associates in order to afford us the benefit of Winthrop Financial Associates' significant real estate management infrastructure and provide us with the economies of scale associated with Winthrop Financial Associates' current business operations. This same management team has managed the operations of Newkirk MLP and its predecessor partnerships since 1997. Our Advisor's management team previously supervised the operations and liquidation of three publicly traded real estate investment trusts and currently serves as the external advisor to First Union Real Estate Equity and Mortgage Investments, a New York Stock Exchange listed real estate investment trust that we refer to as First Union.

        The members of our senior management team have an average of 17 years of experience in the real estate industry. Michael Ashner, the president and sole manager of our Advisor, also serves as our chairman and chief executive officer. The rest of our senior management team also serves as senior management for our Advisor.

        Our principal executive offices are located at 7 Bulfinch Place, Suite 500, Boston, MA 02114, telephone number (617) 570-4600, and at Two Jericho Plaza, Wing A, Jericho, NY 11753, telephone number (516) 822-0022.

   
Our Strategy

        We seek to create value by:

Actively Managing Our Lease Rollover:

•

We intend to manage our existing properties through lease renewals and extensions with existing tenants, new leases and/or, if strategically warranted, sales. Upon termination of a property's lease, we intend to extend the lease or promptly re-lease the property to a new tenant. If we are unable to extend a lease or re-lease property on a triple-net lease basis, our general intention is to either sell that property or re-lease the property on a non-net leased basis and then sell it. However, depending on existing market conditions, we may elect to retain non-net leased properties so as to maximize returns.

Portfolio Growth Through Acquisitions:

Our strategy differs from Newkirk MLP's historical strategy in that we intend to employ a portion of the proceeds from this offering and redeploy our cash flow from operations and property sales, net of distributions to our stockholders, to engage in significantly more acquisition and investment activity than Newkirk MLP historically has conducted. We will look to:

•

acquire individual net leased properties and portfolios of net leased properties;

•

complete sale/leaseback transactions, under which we acquire properties and lease the properties back to the seller or operator under a net lease;

•

acquire equity and debt interests in entities that own, develop, manage or advise third parties with regard to net leased investments; and

•

acquire senior and subordinated loans secured by mortgages on net leased properties, mezzanine loans secured by ownership interests in entities that own net leased properties as well as commercial mortgage-backed securities, B Notes and bridge loans, relating to net leased properties.

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Selective Debt Refinancing:

•

We intend to refinance our existing indebtedness to the extent strategically viable at lower average interest rates or on more attractive terms and increase our access to capital to finance property acquisitions and expansions.

        Under a net lease, as we use that term, a property is either triple-net leased or the tenant leases at least 85% of the rentable square footage of the property, and, in addition to base rent, the tenant is required to pay some or all of the operating expenses for the property and, in either case, the lease has a remaining term, exclusive of all unexercised renewal terms, of more than 18 months. Our use of the term net lease also includes management agreements and master leases with terms of greater than three years where a manager or master lessee bears all operating expenses of a property and pays the owner a fixed return. The term net lease also includes all retenanting and redevelopment associated with net leased properties as well as all agreements, leases and activities incidental thereto. In addition, when we refer to interests in net lease properties, we are including, without limitation, securities of companies, whether or not publicly traded, that are primarily invested in net lease assets.

        We will own our assets and conduct our operations through Newkirk MLP. This structure, commonly referred to as an umbrella partnership real estate investment trust or "UPREIT" structure, enables us to acquire properties for cash and/or by issuing to sellers, as a form of consideration, limited partnership interests in Newkirk MLP. We believe that this structure facilitates our ability to acquire individual properties and portfolios of properties by enabling us to structure transactions that will defer the tax otherwise payable by a seller while preserving our available cash for other purposes, including the payment of dividends and distributions.

        Our Advisor is responsible for seeking and evaluating potential investment and acquisition opportunities for us. Our board will make the ultimate determination as to whether or not we should pursue an investment or acquisition opportunity.

   
Competitive Strengths

        We believe that we have the following competitive advantages:

        Diversified Portfolio of Triple-Net Leased Properties.    Newkirk MLP owns a diverse portfolio of income producing triple-net leased properties, ground leases, remainder interests and the right to acquire remainder interests in various properties and other assets. Our properties are diversified as to property type and location throughout the United States and, as of June 30, 2005, approximately 83.2% of annualized rental income earned from our tenants was paid by tenants with investment grade rated senior debt.

Proven Track Record.

•

Successful Management and Re-Leasing of Newkirk MLP's Properties.    Our senior management team has overseen the operations of Newkirk MLP and its predecessors since 1997. From 1997 through June 30, 2005, leases on 4,504,933 square feet of space were scheduled to expire. Leases for 3,904,954 square feet, or 86.7%, were renewed, 302,588 square feet, or 6.7%, were sold or re-leased and 297,391 square feet, or 6.6%, are unleased as of June 30, 2005. In addition, during the same period leases for 1,943,299 square feet were terminated prior to their scheduled expiration date. Of that space, 87,197 square feet, or 4.5%, were sold to tenants upon exercise of an economic discontinuance right, 146,989 square feet, or 7.6%, were sold to third parties following exercise by a tenant of an economic discontinuance right, 253,400 square feet, or 13.0%, were sold to a tenant prior to lease expiration, 351,976 square feet, or 18.1%, were sold to third parties prior to lease expiration, and 1,103,737 square feet, or 56.8%, were re-leased or

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sold following a tenant's bankruptcy. Almost 90% of the scheduled and unscheduled lease terminations have taken place since the beginning of 2003. In summary, of the total of 6,448,232 square feet of space which has experienced a lease expiration or termination through June 30, 2005, only 297,391 square feet, or 4.6%, are currently unleased.

•

Ability to Identify and Acquire Net Lease Property Opportunities.    Since January 2004, our senior management team has managed the operations of First Union. In that role, they arranged for the acquisition of 18 triple-net leased commercial properties with more than 3,150,000 square feet of space. Those properties were acquired for an aggregate price of more than $197 million and 89% of the properties are leased to tenants with investment grade rated senior debt. We anticipate that in connection with this offering, and in coordination with First Union, Michael Ashner will be obligated to offer to us any future business opportunities related to net leased properties that are offered to or generated by him, and that Newkirk MLP will be his sole net lease investment vehicle. Pursuant to our advisory agreement with our Advisor, our senior management will be required to pursue net leased property opportunities exclusively on our behalf.

        Affiliation with Winthrop Financial Associates.    Our senior management team also serves as the senior management team of Winthrop Financial Associates, a fully vertically integrated national manager of real estate assets. Many of our Advisor's management functions will be sub-contracted to Winthrop Financial Associates in order to afford us the benefit of Winthrop Financial Associates' significant real estate management infrastructure and provide us with the economies of scale associated with Winthrop Financial Associates' current business operations. Winthrop Financial Associates and its management team currently property manage and/or asset manage over $3 billion in affiliate-owned real estate assets throughout the United States, totaling more than 500 assets with approximately 40 million square feet of space. We will have access to Winthrop Financial Associates' real estate management infrastructure, which includes 75 employees devoted to asset management, property management, construction management, risk management, investor relations, acquisitions, dispositions, financing and accounting services.

        We also intend to capitalize on the acquisition and investment opportunities that Winthrop Financial Associates may bring to us as a result of its acquisition experience. Through its broad experience, Winthrop Financial Associates' senior management team has established a network of contacts and relationships in the net leased property industry, including relationships with operators, financiers, commercial real estate brokers, potential tenants and other key industry participants.

        Aligned and Incentivized Management.    Michael Ashner, the rest of our senior management and entities controlled by or affiliated with our senior management, will, immediately following this offering and the formation transactions described below, beneficially own approximately            % of our common stock, including certain limited partnership interests in Newkirk MLP that may be redeemed in exchange for common stock. All of these shares will be subject to restrictions preventing their sale for three years (for First Union) or four years (for officers and employees of Winthrop Financial Associates) from the closing of this offering, subject to certain limitations. We believe that this significant equity ownership by our chief executive officer and his affiliates, combined with the lock-up restrictions, serves to further align the interests of our public stockholders with those of our senior management.

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Our Properties

        Newkirk MLP owns a diverse portfolio of triple-net leased properties. The table below summarizes, as of June 30, 2005, information on the 206 Newkirk properties:

        Below is a list of tenants that account for 3% or more of the aggregate annualized rental revenues from the Newkirk properties, as of June 30, 2005:

(1)

The listed company is either the tenant, the obligor or guarantor with respect to the lease or the successor-in-interest to the initial tenant.

(2)

As of July 31, 2005.

(3)

Properties leased to Raytheon represented approximately 14.3% of Newkirk MLP's total assets for financial reporting purposes as of December 31, 2004. Raytheon is a public company subject to the reporting requirements of the Securities Exchange Act of 1934, which we refer to as the Exchange Act. As of December 31, 2004, no other lessee leased property from Newkirk MLP representing more than 10% of Newkirk MLP's total assets.

(4)

In June 2005, Newkirk MLP entered into an agreement with Honeywell International, Inc. the tenant of four office buildings owned by Newkirk MLP in Morris Township, New Jersey to restructure the lease on the properties. Under the restructuring, the tenant waived its right to exercise its economic discontinuance option and Newkirk MLP granted the tenant an option to purchase the properties for $41,900,000. As a result of this restructuring, Newkirk MLP recognized a $14,754,000 impairment loss in the second quarter of 2005.

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History

Overview

        We are a Maryland corporation that was formed in July 2005 to become the general partner of Newkirk MLP, through which we will conduct our operations. We intend to qualify as a real estate investment trust and to operate in an umbrella partnership real estate investment trust or "UPREIT" structure, beginning with our taxable year ending December 31, 2005. We intend to operate in a manner that will permit us to maintain our qualification as a REIT and distribute to our stockholders all or substantially all of our REIT taxable income each year in order to comply with the REIT distribution requirements of the Internal Revenue Code, which we refer to as the Code.

        Newkirk MLP is a Delaware limited partnership that owns commercial properties as well as other real estate assets. Based on rental rates as of June 30, 2005, approximately 83.2% of the properties owned by Newkirk MLP were triple-net leased to corporate tenants with investment grade rated senior debt. Newkirk MLP commenced operations on January 1, 2002 following the completion of a transaction that we refer to as the "exchange." The exchange involved the merger into wholly-owned subsidiaries of Newkirk MLP of 90 limited partnerships, which we refer to as the predecessor partnerships, each of which owned commercial properties, and the acquisition by Newkirk MLP of various assets, including those related to the management or capital structure of those partnerships.

Predecessor Partnerships

        In 1997, affiliates of our Advisor's senior management team and Apollo Real Estate Investment Fund III acquired interests in the predecessor partnerships and their general partners. In 1998, affiliates of Vornado Realty Trust also acquired interests in the predecessor partnerships and their general partners. Since acquiring these interests, affiliates of our senior management team have overseen the daily operations of and, together with affiliates of Vornado Realty Trust, the strategic development of Newkirk MLP and the predecessor partnerships.

Structure of Newkirk MLP

        Our senior management team, together with affiliates of Vornado Realty Trust, presently own and control Newkirk MLP's general partner. Affiliates of Apollo Real Estate Investment Fund III, L.P. and Vornado Realty Trust and executive officers and employees of Winthrop Financial Associates own, in the aggregate, approximately 80% of the outstanding MLP units of Newkirk MLP.

        Immediately following the formation transactions described below, the executive officers and employees of Winthrop Financial Associates, including most of our executive officers (see "MANAGEMENT—Our Directors and Executive Officers") will own            Newkirk MLP units representing a            % equity interest in us, on a fully diluted basis, assuming the exchange of all Newkirk MLP units for shares of our common stock upon our redemption of MLP units. The shares of our common stock that we may issue upon redemption of these units will be subject to a four year lock-up period following the closing of this offering, subject to certain limitations. Affiliates of Apollo Real Estate Fund III and Vornado Realty Trust will own, in the aggregate,            MLP units, representing a    % equity interest in us, on a fully diluted basis, assuming the exchange of all Newkirk MLP units for shares of our common stock upon redemption of MLP units. Except for Newkirk MLP units sold in the formation transactions described below, these interests will be subject to lock-up limitations that will restrict their redemption for shares of our common stock or their sale for 12 months following the closing of this offering.

Our Advisor

        Our Advisor is 80% owned by FUR Holdings LLC and 20% owned by an affiliate of Vornado Realty Trust. In December 2003, a wholly-owned subsidiary of FUR Holdings acquired a substantial equity interest in First Union that now represents approximately 31.2% (approximately 28.1% following

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the formation transactions described below) of the outstanding common shares of First Union. At that time, FUR Advisors LLC, an entity wholly-owned by FUR Holdings LLC, was retained as First Union's external advisor. Under its advisory agreement FUR Advisors LLC receives base management compensation as well as incentive management compensation once shareholders of First Union receive distributions in excess of a threshold amount. Our Advisor's senior management team also serves as the senior management team of First Union's external advisor. When First Union retained its advisor, Michael Ashner entered into an exclusivity agreement with First Union that obligates him, with certain limited exceptions, to offer to First Union all future business opportunities related to real estate investments that are made available to him.

        As part of the formation transactions, First Union will assign to us its exclusivity rights with respect to all business opportunities related to net leased properties that are offered to or generated by Michael Ashner, and will allow the senior management team of FUR Advisors to serve as the senior management team of our Advisor. In consideration for these arrangements, we anticipate issuing to First Union            shares of our common stock in a private placement transaction, a portion of which will be subject to forfeiture restrictions described below (see "OUR ADVISOR AND THE ADVISORY AGREEMENT; EXCLUSIVITY ARRANGEMENT—Exclusivity Arrangement with Michael Ashner"). In addition, First Union will receive the economic benefit of 80% of the incentive management fees earned by our Advisor. This will be accomplished by way of cash payments to First Union and/or a reduction of the fees otherwise payable by First Union to its external advisor. Our senior management team will benefit from incentive management fees paid by us which are paid to or offset against management fees otherwise payable by First Union because (a) incremental revenue for First Union should enhance the value of First Union common shares owned by our senior management and (b) our senior management shares in incentive management fees payable by First Union after the shareholders of First Union receive distributions in excess of a threshold amount.

        We will also be selling $50.0 million of our common stock in a private placement transaction to First Union at the public offering price. All of the shares issued to First Union will be subject to a lock-up agreement that restricts their sale for a three year period following the closing of this offering, subject to certain limitations.

        First Union has approved its participation in the transactions described herein to which it would be party, subject to the execution of definitive documentation containing the final terms and conditions of the transactions.

   
Structure and Formation of Our Company

Our Operating Structure

        After consummation of the transactions described below under "—Formation Transactions," we will conduct our business as an UPREIT operating structure. In an UPREIT structure, our properties will be owned and substantially all our business will be conducted by Newkirk MLP, our operating partnership. Our operations will be managed by our Advisor under the ultimate supervision of our board of directors.

Formation Transactions

        Prior to, simultaneously with and immediately following the completion of this offering, we will engage in the following transactions, which we refer to in this prospectus as the formation transactions:

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We will issue            shares of our common stock and                additional shares of our common stock if the underwriters exercise their overallotment option in full. We anticipate selling $50.0 million of our common stock to First Union at the public offering price, and we anticipate issuing an additional            shares of our common stock to First Union in consideration for its assignment to us of certain exclusivity rights as described above. We

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anticipate that all shares of our common stock issued to First Union will be subject to a three year lock-up from the closing of this offering, subject to certain limitations.

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We will use $                million of the net offering proceeds, representing approximately            % of those proceeds, together with $    million from the anticipated sale of our common stock to First Union, to purchase newly issued MLP units in Newkirk MLP.



•

We will use $                million of the net offering proceeds, representing approximately            % of those proceeds, to purchase Newkirk MLP units from affiliates of Apollo Real Estate Investment Fund III. Those entities will hold            Newkirk MLP units following the formation transactions, all of which will be subject to a 12 month lock-up period from the closing of this offering, subject to certain exceptions. These units will represent an approximately    % equity interest in us, on a fully diluted basis, assuming the redemption of all Newkirk MLP units (other than units held by us) in exchange for shares of our common stock. No holders of Newkirk MLP units will be able to redeem their units for the 12 month period following the closing of this offering.



•

We will use $5.0 million of the net offering proceeds, representing approximately    % of those proceeds, to purchase Newkirk MLP units from executive officers and employees of Winthrop Financial Associates. Many of such executive officers will also serve as our executive officers. Following such purchase, executive officers and employees of Winthrop Financial Associates will hold approximately            Newkirk MLP units. These units will represent an approximately    % equity interest in us, on a fully diluted basis, assuming the redemption of all Newkirk MLP units (other than units held by us) in exchange for shares of our common stock. All shares of our common stock that may be issued by us upon redemption of these MLP units will be subject to a four year lock-up period from the closing of this offering, subject to certain limitations.



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We will use approximately    % of the net offering proceeds to purchase MLP units from other limited partners of Newkirk MLP in a tender offer that we will make promptly after the expiration of the underwriters' overallotment option. We have limited the number of Newkirk MLP units that we will purchase from other limited partners of Newkirk MLP in order to avoid adverse tax consequences that would result if Newkirk MLP were classified as a "publicly-traded partnership." All purchases will be made at a price equal to the offering price to the public for our shares of common stock in this offering, net of underwriting discounts.



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We will use all of the net proceeds that we obtain from the underwriters' overallotment option, if exercised, to purchase MLP units from affiliates of Apollo Real Estate Investment Fund III at a price equivalent to the offering price to the public for our shares of common stock in this offering, net of underwriting discounts.



•

Following the completion of this offering and the tender offer, assuming the tender offer is fully subscribed, we will own a minimum of approximately            % of the MLP units and, if the overallotment option is exercised in full, a maximum of            % of the MLP units.



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The Newkirk MLP limited partnership agreement will be amended and restated to provide that, subject to certain lock-up restrictions and limitations, each limited partner in Newkirk MLP, other than us, will have the right to cause Newkirk MLP to redeem their MLP units at a price that will be based on the trading price of our common stock at the time of the redemption. We will be permitted to elect to purchase tendered MLP units for the redemption price and to pay the redemption price either in cash or by the issuance of shares of our common stock. The redemption price will be determined on a one-for-one basis, subject to anti-dilution protection.



•

We will be appointed as the successor general partner of Newkirk MLP in place of MLP GP LLC, the current general partner.



•

First Union is currently managed by an entity controlled by Michael Ashner, our chairman and chief executive officer and the sole manager of our Advisor. We anticipate that First Union will

8

assign to us its exclusivity rights with respect to all business opportunities related to net leased properties that are offered to or generated by Michael Ashner. In exchange for this assignment, we anticipate issuing            shares of our common stock to First Union.            of these shares will initially be subject to forfeiture upon the occurrence of certain events. The shares will be released from the possibility of forfeiture at the rate of            shares per month over a three year period or sooner if we terminate our advisory agreement with our Advisor under certain circumstances. All            shares of our common stock will be subject to a lock-up agreement that restricts their sale for a three year period following the closing of this offering, subject to certain limitations. These restrictions will also terminate sooner if the advisory agreement is terminated sooner under certain circumstances. Pursuant to our advisory agreement with our Advisor, our senior management will be required to pursue net leased property opportunities exclusively on our behalf.

•

We will retain our Advisor to manage our assets and day-to-day operations subject to the supervision of our board of directors.



•

Our Advisor, or any successor advisor, will hold our special voting preferred stock, entitling it to vote on all matters for which our stockholders are entitled to vote. The number of votes that our Advisor will be entitled to cast in respect of the special voting preferred stock will initially equal the total number of Newkirk MLP units outstanding immediately following the formation transactions (excluding MLP units held by us). As Newkirk MLP units are redeemed by us at the option of a Newkirk MLP unitholder, the number of votes attaching to our Advisor's special voting preferred stock will decrease by an equivalent amount. Our advisory agreement with our Advisor will provide that on all matters for which our Advisor is entitled to cast votes in respect of its special voting preferred stock, it will cast its votes in direct proportion to the votes that are cast by limited partners of Newkirk MLP (other than us) on such matters, except that our Advisor (through its managing member) will be entitled to vote in its sole discretion to the extent the voting rights of Vornado Realty Trust's affiliates are limited, as discussed under "PROSPECTUS SUMMARY—Preferred Stock".



•

Following the consummation of this offering, affiliates of Vornado Realty Trust will own            Newkirk MLP units, representing a    % equity interest in us on a fully diluted basis, assuming the exchange of all Newkirk MLP units for shares of our common stock upon redemption of Newkirk MLP units. During the six month period from and after the consummation of this offering, Vornado Realty Trust will have the right to designate one member of our board of directors.



•

In August 2005, we expect to obtain a loan in an aggregate amount of up to $760.0 million from KeyBank N.A. and Bank of America. The loan will bear interest at a rate elected by Newkirk MLP equal to either (1) LIBOR plus 200 basis points (decreasing to 175 basis points following the closing of this offering) or (2) the prime rate charged by KeyBank N.A. plus 50 basis points. The loan will mature in three years, subject to two one-year extensions and will require monthly payments of interest only. In addition, the loan will require initial principal payments of 50% of excess cash flow after debt service during the period between the closing date of the loan and the consummation of this offering, a principal payment equal to $150.0 million less the amount of the initial principal payments on the closing of this offering and quarterly principal payments of $1.9 million during the term of the loan, increasing to $2.5 million per quarter during the extension periods. The loan will be secured by a lien on our assets and the assets of our subsidiaries, with certain exceptions such as direct liens on real estate owned by us or our subsidiaries. We will use the proceeds of this loan to repay existing indebtedness of Newkirk MLP and associated costs in the aggregate estimated amount of between $750.0 million to $760.0 million. The loan has been assigned a Ba2 rating from Moody's and a BB+ rating from Standard & Poor's.

9

•

Prior to this offering, Newkirk MLP will exercise an option, which we refer to as the T-Two option, to acquire from T-Two Partners existing second mortgages on 160 Newkirk properties, approximately $28.5 million of cash reserves and second mortgages on net leased properties owned by other entities.

        Immediately following the consummation of the formation transactions, there will be            million shares of our common stock outstanding. On a fully diluted basis, assuming redemption of all outstanding Newkirk MLP units (other than units held by us) in exchange for shares of our common stock, there will be            million shares of our common stock outstanding immediately following the consummation of the formation transactions. As holder of our special voting preferred stock, our Advisor will hold    % of our voting power immediately following the formation transactions.

        The following diagram depicts our ownership structure upon completion of this offering and the formation transactions.

(1)

All of our real estate investments will be owned, directly or indirectly, by Newkirk MLP.

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(2)

Assumes the sale by us of                        shares of our common stock at an offering price of $    per share, the midpoint of the currently anticipated per share range and the completion of all of the formation transactions, including the tender offer that we will make to limited partners of Newkirk MLP. Also assumes that the tender offer will be fully subscribed by non-affiliated limited partners. Percentages do not reflect the exercise of the underwriters' overallotment option. If the option is fully exercised, the net proceeds will be used to purchase Newkirk MLP units from affiliates of Apollo Real Estate Investment Fund III. Following such purchase, (1) our percentage ownership in Newkirk MLP will increase to approximately             %, (2) the percentage ownership in Newkirk MLP of affiliates of Apollo Real Estate Investment Fund III will decrease to approximately    %, (3) the percentage ownership in Newkirk MLP of Vornado Realty Trust will decrease to approximately            % and (4) the percentage ownership in Newkirk MLP of executive officers of our Advisor will decrease to approximately            %. If the overallotment option is fully exercised, public stockholders and First Union will own approximately            % and            %, respectively, of our common stock.

(3)

NKT Advisors LLC is our external advisor and manages our assets and day-to-day operations, subject to the supervision of our board of directors. First Union will receive 80% of the incentive management fees (but not the base management fees) payable by us to our Advisor.

(4)

Subject to certain limitations, each holder of Newkirk MLP units (other than us) will have the right, commencing 12 months after the completion of our public offering to cause us to redeem their units at a price that is based on the recent trading price for a share of our common stock at the time of redemption. We may pay the purchase price either in cash or by issuing shares of our common stock.

(5)

Our Advisor will hold one share of our special voting preferred stock entitling it to cast, on all matters submitted to a vote of our stockholders, a number of votes equal to the number of Newkirk MLP units outstanding immediately following the formation transactions, exclusive of MLP units held by us. As Newkirk MLP units are redeemed by us at the option of a Newkirk MLP unitholders the number of votes attaching to the special voting preferred stock will decrease by an equivalent number. Our Advisor will agree to cast its votes in respect of the special voting preferred stock on all matters, in proportion to the number of votes that it receives from holders of Newkirk MLP units, other than us, on such matters, except that our Advisor (through its managing member) will be entitled to vote in its sole discretion to the extent the voting rights of Vornado Realty Trust's affiliates are limited, as discussed under "PROSPECTUS SUMMARY—Preferred Stock."

(6)

First Union is a real estate investment trust whose shares are traded on the New York Stock Exchange. We anticipate that First Union will purchase                        shares of our common stock at the public offering price and will receive            shares of our common stock as consideration for an assignment of certain exclusivity rights related to our chairman and chief executive officer.

(7)

FUR Holdings LLC currently holds approximately 31.2% of First Union's common shares. First Union has agreed to issue to Vornado Realty Trust or its subsidiary the lesser of 4 million or an amount equal to 9.9% (after giving effect to such issuance) of its common shares of beneficial interest, in either case, for $4.00 per share, subject to completion of this offering. The Vornado affiliates will be obligated to purchase these shares regardless of whether this offering is completed. FUR Holdings' percentage ownership in First Union reflected on the chart gives effect to that transaction based on the number of First Union common shares currently outstanding.

   
Our Advisor

        Our Advisor is a Delaware limited liability company formed in July 2005. Our chairman and chief executive officer, Michael Ashner, and the rest of our senior management team also serve as the senior management team for our Advisor. Our Advisor is 80% owned by FUR Holdings LLC and 20% owned

11

by an affiliate of Vornado Realty Trust. Our Advisor's executive officers and employees have extensive experience in acquiring and managing commercial real estate investments and in managing publicly traded real estate investment trusts. We and our operating partnership will enter into an advisory agreement with our Advisor under which our Advisor will provide us with investment opportunities and investment advice, as well as other services necessary to operate our business. Pursuant to the terms of our advisory agreement with our Advisor, our Advisor and its senior management will be required to pursue net leased property opportunities exclusively for us. The advisory agreement has an initial term expiring on December 31, 2008 and is renewable automatically for an additional one year period every year thereafter, unless terminated with prior written notice.

        We will pay our Advisor an annual base management fee based on our equity capital, as further discussed below. The amount of the base management fee does not depend on the performance of the services provided by our Advisor or the types of assets it selects for our investment, but the value of our common stock will be affected by the performance of these assets. Our Advisor will benefit from the payment of incentive management fees each fiscal quarter if certain returns are achieved, as described above under "—History".

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        The following table summarizes the fees payable to our Advisor pursuant to the advisory agreement.

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Our Debt

        Set forth below is a description of Newkirk MLP's debt balances as of July 15, 2005, assuming consummation of all the formation transactions as of that date. The amounts set forth below also assume that the KeyBank/Bank of America credit facility will be $750.0 million and that we will use $150.0 million of the offering proceeds to cause Newkirk MLP to reduce the principal balance on its KeyBank/Bank of America credit facility to $600.0 million, which principal reduction will not occur

14

until after the closing of this offering. The weighted average interest rate on these loans will be 5.9%.(1)

(1)

Assumes a LIBOR rate of 4.0% immediately following consummation of this offering.

(2)

We expect that this loan will bear interest at a rate elected by Newkirk MLP equal to either (1) LIBOR plus 200 basis points (decreasing to 175 basis points at the closing of this offering) or (2) the prime rate charged by KeyBank plus 50 basis points. It is currently anticipated that $250.0 million will be fixed at 6.0% for five years and $350.0 million will be subject to a LIBOR cap of 5.0%, which expires on                        . We expect that the loan will mature in three years, subject to two one year extensions. (See "NEWKIRK REALTY TRUST, INC.—Our Real Estate Assets—Refinancing of Debt and Acquisition of Contract Right Mortgage Notes.")

(3)

Interest rates on these loans range from 6.1% per annum to 10.4% per annum. Loans mature at various dates from August 2005 to January 2024.

(4)

Net of debt encumbering a Toledo, Ohio property which is expected to have a balance of $41,528,211 as of July 15, 2005 and is likely to be foreclosed upon in September 2006.

(5)

This loan bears interest at the rate of 9.68% per annum and matures on January 1, 2024.

(6)

Certain Newkirk MLP properties are owned in joint venture with third parties. This amount represents the portion of debt allocable to third party interests in such joint ventures.

(7)

Represents percentage ownership in Newkirk MLP not held by us.

(8)

This amount represents the amount that would be reflected as Newkirk MLP's debt under generally accepted accounting principles.

   
Summary Risk Factors

        An investment in our common stock involves a number of risks. You should consider carefully the risks discussed below and under "RISK FACTORS" beginning on page 27 before purchasing our common stock.

•

We are subject to the risks of commercial real estate ownership, including risks inherent in the types of properties we own or may acquire that could reduce the value of our properties.



•

Many of our leases provide for renewal rental rates that are substantially lower than the current rental rates and the revenue that we derive from such leases would therefore decrease upon such renewal.



•

A significant number of our leases expire over the next five years and we are subject to the risk that tenants under those leases will not renew their leases upon expiration or that then prevailing market rents will be lower than existing market rents.

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•

The ability of our Advisor to operate our properties and identify and execute acquisitions directly affects our financial condition.



•

The loss of our Advisor's key personnel could harm our operations and adversely affect the value of our common stock.



•

Following a 12 month lock-up period we may issue a significant number of shares of our common stock to effect the redemption of Newkirk MLP units, which may have an adverse effect on the value of your shares.



•

There are various conflicts of interest resulting from relationships among us, our management, our Advisor and other parties.



•

The concentration of our ownership will adversely affect the ability of new investors to influence our policies.



•

If we do not qualify as a REIT or fail to remain qualified as a REIT, we will be subject to tax as a regular corporation and could face substantial tax liability.



•

Our charter generally does not permit ownership in excess of 8.9% of our common or capital stock without prior approval from our board of directors and attempts to acquire our capital stock in excess of these limits are ineffective without prior approval from our board of directors. We intend to grant exemptions from this ownership limitation to First Union to the extent that it holds up to 17.5% of our common stock, to Vornado Realty Trust and its affiliates to the extent they hold up to 22.5% of our common stock (in either case, on a fully diluted basis assuming the redemption of all redeemable Newkirk MLP units in exchange for shares of our common stock whether or not such units are then redeemable and, in the case of Vornado Realty Trust and its affiliates, excluding shares of our common stock owned indirectly through their ownership of shares of First Union) and to affiliates of Apollo Real Estate Fund III to the extent their share ownership would exceed this limitation if they received shares of our common stock in redemption of their Newkirk MLP units.



•

There is no assurance that the per share offering price represents the market value of our assets on a per share basis.

   
Restrictions on Ownership of Stock

        In order for us to maintain our qualification as a REIT under the Internal Revenue Code, not more than 50% (by value) of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities). For the purpose of preserving our REIT qualification, our articles of incorporation generally prohibit direct or indirect ownership of more than 8.9% of the outstanding shares of our capital stock. Our board of directors may, however, in its discretion, exempt a person from this ownership limitation, and, as a condition to such exemption, may require a satisfactory ruling from the Internal Revenue Service, or IRS, an opinion of counsel (as to our continued REIT status) and/or certain representations and undertakings from such person. We intend to grant exemptions from this ownership limitation to First Union to the extent that it holds up to 17.5% of our common stock, to Vornado Realty Trust and its affiliates to the extent they hold up to 22.5% of our common stock (in either case, on a fully diluted basis assuming the redemption of all redeemable Newkirk MLP units in exchange for shares of our common stock, whether or not such units are then redeemable and, in the case of Vornado Realty Trust and its affiliates, excluding shares of our common stock owned indirectly through their ownership of shares of First Union) and to affiliates of Apollo Real Estate Fund III to the extent their share ownership would exceed this limitation if they received shares of our common stock in redemption of their Newkirk MLP units.

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Our Dividend and Distribution Policy

        To maintain our qualification as a REIT, we intend to make regular quarterly distributions to our stockholders of at least 90% of our REIT taxable income. Distributions will be authorized by our board of directors and declared by us based upon a variety of factors deemed relevant by our directors, and our distribution policy may change in the future. Our ability to make distributions to our stockholders depends, in part, upon our receipt of distributions from Newkirk MLP, which may depend in part, upon our Advisor's management of our business. Future distributions are dependent upon many factors, including Newkirk MLP's earnings, capital requirements, property sales, financial condition and available cash flow. In addition, certain provisions of Newkirk MLP's proposed secured term loan with KeyBank and Bank of America will likely restrict Newkirk MLP's ability to make distributions under certain circumstances. See "NEWKIRK REALTY TRUST, INC.—Our Real Estate Assets—Description of Indebtedness."

        Our initial distribution, covering a partial quarter commencing on the date of the closing of this offering and ending on December 31, 2005, is expected to be $            per share, which represents a distribution based upon a full quarterly distribution of $    per share and an annualized distribution of $    per share. This represents an annualized distribution rate of approximately    %, based on our initial public offering price. We expect to maintain this distribution rate for each quarter in 2006. See "OUR DIVIDEND AND DISTRIBUTION POLICY." However, there can be no assurance that these distribution levels will actually be achieved, or if achieved, will be maintained in the future.

        Distributions to our stockholders are generally taxable to our stockholders as ordinary income, although a portion of these distributions may be designated by us as capital gains to the extent they are attributable to capital gains income recognized by us, or may constitute a return of capital to the extent they exceed our earnings and profits as determined for tax purposes.

        Our articles of incorporation allow us to issue preferred stock with a preference on distributions. We currently have no intention to issue any such preferred stock with a preference on distributions but if we do, the dividend preference on such preferred stock could limit our ability to make a dividend distribution to our common stockholders.

   
Preferred Stock

        Prior to the consummation of this offering, we will issue to our Advisor our special voting preferred stock entitling it to vote on all matters for which our stockholders are entitled to vote. The number of votes that our Advisor will be entitled to cast in respect of its special voting preferred stock will initially equal the number of Newkirk MLP units that are outstanding immediately following the formation transactions, exclusive of Newkirk MLP units held by us. As Newkirk MLP units are redeemed by us at the option of a Newkirk MLP unitholder, the number of votes that our Advisor will be entitled to cast in respect of its special voting preferred stock will be decreased by an equivalent number. Our Advisor will not be entitled to any regular or special dividend payments or other distributions in respect of this special voting preferred stock.

        Our Advisor will agree to cast its votes in respect of the special voting preferred stock in proportion to the votes it receives from limited partners in Newkirk MLP, other than us, subject to the following limitations. First, Vornado Realty Trust will not have the right to vote for board members during the first six months following completion of this offering and at all times when any affiliate of Vornado Realty Trust is serving or standing for election as a board member. In addition, at all other times, Vornado Realty Trust's right to vote in the election of directors will be limited to the number of Newkirk MLP units that it owns not to exceed 9.9% of our outstanding common stock on a fully diluted basis. Our Advisor (through its managing member) will be entitled to vote in its sole discretion to the extent the voting rights of Vornado Realty Trust's affiliates are so limited.

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        Following the completion of this offering, affiliates of Vornado Realty Trust will beneficially own approximately            Newkirk MLP units, representing approximately             % of our outstanding common stock on a fully diluted basis assuming redemption of all Newkirk MLP units in exchange for shares of our common stock. Affiliates of Vornado Realty Trust have the right to designate one member of our board of directors during the six month period following the completion of this offering.

   
Tax Status

        We intend to elect to be treated as a REIT for federal income tax purposes. To qualify as a REIT, we must meet various tax law requirements, including, among others, requirements relating to the nature of our assets, the sources of our income, the timing and amount of distributions that we make and the composition of our stockholders. Our qualification as a REIT also depends on Newkirk MLP's maintaining its tax status as a partnership, which may require Newkirk MLP to meet certain tax law requirements relating to the sources of its income. As a REIT, we generally are not subject to federal income tax on income that we distribute to our stockholders but we are taxed on any undistributed income. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax at regular corporate rates, and we may be precluded from qualifying as a REIT for the subsequent four taxable years following the year during which we lost our qualification. We may form subsidiary entities that are subject to federal income taxation and to various other taxes. Dividends received from us generally are not eligible for taxation at preferential rates. See "FEDERAL INCOME TAX CONSIDERATIONS."

   
Conflicts of Interest

        The following describes the conflicts of interest resulting from the relationships among us, our management and our Advisor that exist in connection with this offering or which may exist after this offering.

Sale of MLP Units by Affiliates; Exemption from Ownership Limitation

        We have conflicts of interest in structuring this offering because the formation transactions include the purchase by us of a portion of the MLP units held by affiliates of Newkirk MLP. Affiliates of Apollo Real Estate Investment Fund III and executive officers and employees of Winthrop Financial Associates, including most members of our and our Advisor's management (Michael Ashner, Peter Braverman, Thomas Staples and Carolyn Tiffany), currently hold an aggregate of approximately 59% of the MLP units. As part of the formation transactions, we intend to use approximately            % of the net proceeds from this offering as well as all of the net proceeds that we obtain, if any, from the exercise of the underwriters' overallotment option to purchase a portion of these Newkirk MLP units from affiliates of Apollo Real Estate Investment Fund III. We also intend to use approximately $5.0 million of the net offering proceeds to purchase Newkirk MLP units from executive officers and employees of Winthrop Financial Associates, including most members of our senior management team. These purchases will be made at a price equivalent to the public offering price, net of underwriting discounts. While we will afford all other holders of MLP units an opportunity to sell to us a portion of the Newkirk MLP units owned by such holders shortly following consummation of this offering, we will limit the MLP units we acquire at that time to approximately 1% of the then outstanding units. The sole purpose of this limitation is to avoid certain adverse tax consequences to us (see "FEDERAL INCOME TAX CONSIDERATIONS—Requirements for Qualification—Asset Tests"). In addition, we intend to grant exemptions from our ownership limitation to, among others, Vornado Realty Trust and its affiliates to the extent they own up to 22.5% of our outstanding shares of common stock (on a fully diluted basis assuming the redemption of all redeemable Newkirk MLP units in exchange for shares of our common stock, whether or not such units are then redeemable and, in the case of Vornado Realty

18

Trust and its affiliates, excluding shares of our common stock owned indirectly through their ownership of shares of First Union) and to affiliates of Apollo Real Estate Investment Fund III to the extent their share ownership would exceed the ownership limitation if they received shares of our common stock in redemption of their Newkirk MLP units.

Transaction with First Union Real Estate Equity and Mortgage Investments

        The members of our management team, Michael Ashner, Peter Braverman, Thomas Staples, Carolyn Tiffany and Lara Sweeney Johnson, also serve as senior management of First Union and/or its external advisor. In addition, FUR Holdings LLC, an entity in which Michael Ashner, our chief executive officer, controls and holds an economic interest, is the sole owner of our Advisor and of First Union's advisor and holds 31.2% of First Union's common shares. Following the formation transactions, we anticipate that these shares held by FUR Holdings will represent approximately 28.1% of First Union's common shares. As part of the formation transactions, we anticipate that First Union will acquire            shares of our common stock at the public offering price. We also anticipate that First Union will assign to us its exclusive right that requires Michael Ashner to offer to it all business opportunities related to net lease properties that are offered to or generated by him. For this assignment we anticipate issuing to First Union                        shares of our common stock, of which                        shares will generally be subject to forfeiture over a three year period. All shares of our common stock held by First Union will generally be subject to a three year lock-up period commencing upon the closing of this offering. In connection with these transactions, we intend to grant First Union certain registration rights. We also intend to grant to First Union an exemption from our ownership limitation to the extent that it owns up to 17.5% of our common stock, on a fully diluted basis assuming the redemption of all redeemable Newkirk MLP units, whether or not such units are then redeemable. Also, pursuant to an agreement between our Advisor and First Union, First Union will receive the economic benefit of 80% of the incentive management fees payable by us to our Advisor (see "Advisory Agreement with our Advisor" below). In addition, First Union has agreed to issue to an affiliate of Vornado Realty Trust or its subsidiary the lesser of 4 million or an amount equal to 9.9% (after giving effect to such issuance) of its common shares of beneficial interest, subject to customary closing conditions and subject to the completion of this offering. While Vornado Realty Trust's affiliate will be obligated to purchase these shares regardless of whether this offering is completed, First Union will not be obligated to sell these shares if this offering is not completed. Accordingly, our senior management team will have conflicts of interest in structuring the formation transactions between us and First Union because they also manage the operations of, and have a significant economic interest in, First Union. To address this conflict, our bylaws provide that following consummation of this offering any transaction involving us and First Union, or any entity controlled by First Union, must be approved by a unanimous vote of our directors who are not directors or officers of First Union and have no material financial interest in First Union or the transaction.

Allocation of Time by Senior Management

        Our senior management team also serve as senior management of First Union and its advisor and Winthrop Financial Associates. Although we will have certain exclusivity rights with respect to all business opportunities related to net leased properties that are offered to or generated by Michael Ashner, our Advisor's management obligations to First Union and to Winthrop Financial Associates may limit the time and services that they devote to us. See "MANAGEMENT."

Advisory Agreement with our Advisor

        We were formed by the senior management of our Advisor and the terms of our advisory agreement were not negotiated on an arm's length basis. In addition, FUR Holdings LLC, an entity that Michael Ashner, our chief executive officer, controls and in which Michael Ashner and certain

19

affiliates of Apollo Real Estate Investment Fund III hold an economic interest, owns an 80% interest in our Advisor. The remaining 20% interest in our Advisor is owned by an affiliate of Vornado Realty Trust. The first $4.2 million (subject to an annual consumer price index increase) in base management fees earned per annum will be paid by our Advisor to Winthrop Financial Associates for services to us that our Advisor will subcontract to Winthrop Financial Associates. The balance of the base management fees will be retained by our Advisor. Our Advisor will also hold our special voting preferred stock entitling it to vote on all matters submitted to a vote of our stockholders. Our Advisor will agree to cast those votes on any matter in direct proportion to votes that are cast by limited partners of Newkirk MLP (other than us) on such matter, except that our Advisor (through its managing member) will be entitled to vote in its sole discretion to the extent the voting rights of Vornado Realty Trust's affiliates are limited as described above under "PROSPECTUS SUMMARY—Preferred Stock." The special voting preferred stock will initially represent    % of our voting power immediately following the formation transactions. To address some of these conflicts of interest, our internal policies require that a majority of our board of directors be independent directors and that a majority of our disinterested directors make any determinations on our behalf with respect to the relationships or transactions that present a conflict of interest for our directors, officers and holders of greater than 4.9% of any class of our or Newkirk MLP's equity securities. Our board of directors will adopt a specific policy that requires decisions concerning our advisory agreement, including termination, renewal and enforcement of the advisory agreement, or our participation in any transactions with our Advisor or its affiliates outside of the advisory agreement, to be reviewed and approved by a majority of our independent directors.

Substantial Control by Michael Ashner

        Michael Ashner is our chairman and chief executive officer and the president and sole manager of our Advisor. Michael Ashner and entities controlled by or affiliated with Michael Ashner will beneficially own approximately                        Newkirk MLP units representing approximately            % of our outstanding common stock following the offering and the formation transactions on a fully diluted basis assuming redemption of all Newkirk MLP units in exchange for shares of our common stock. The Newkirk MLP units are redeemable for cash, or, at our election, for shares of our common stock. Our Advisor will hold our special voting preferred stock entitling it to vote on all matters submitted to a vote of our stockholders. Our Advisor will agree to cast those votes in respect of the special voting preferred stock on any matter in direct proportion to votes that are cast by limited partners of Newkirk MLP (other than us) on such matter, including limited partners controlled by and/or affiliated with Michael Ashner, except that our Advisor (through its managing member) will be entitled to vote in its sole discretion to the extent the voting rights of Vornado Realty Trust's affiliates are limited. See "PROSPECTUS SUMMARY—Preferred Stock". The special voting preferred stock will initially represent    % of our voting power immediately following the formation transactions. In addition, we anticipate that First Union will own            % of our common stock following this offering. FUR Holdings LLC, an entity controlled by Michael Ashner and in which Michael Ashner has a significant economic interest, owns, through a wholly-owned subsidiary, 31.2% of First Union's common shares and will own approximately 28.1% of First Union's common shares following the formation transactions. Michael Ashner is also the chairman and chief executive officer of First Union and is the chief executive officer and manager of First Union's advisor. We granted Michael Ashner and such entities an exemption from the ownership limitations contained in our articles of incorporation. Because of his position with us and our Advisor and his ability to effectively vote a substantial amount of our outstanding voting securities, Michael Ashner has significant influence over our policies and strategy.

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Transactions with Vornado Realty Trust and its Affiliates

        Following the consummation of this offering, Vornado Realty Trust and its affiliates will own            Newkirk MLP units representing a    % equity interest in us on a fully diluted basis, assuming the exchange of all Newkirk MLP units into shares of our common stock. During the six month period from and after the consummation of this offering, Vornado Realty Trust will have the right to designate one member of our board of directors. In addition, we have agreed with Vornado Realty Trust to restrict our activities in certain respects. See "NEWKIRK REALTY TRUST, INC.—Investment Policies and Policies With Respect To Certain Activities—Our Agreements with Vornado Realty Trust and its Affiliates Restrict our Activities". A majority of our disinterested directors will be required to make any determination on our behalf with respect to any transaction with Vornado Realty Trust and its affiliates.

21

   
The Offering

22

(1)

Excluding (a)                         shares authorized and reserved for issuance under our stock incentive plan, and (b)                          shares of our common stock issuable if we elect to issue common stock upon redemption of MLP units held by limited partners in Newkirk MLP.

(2)

Includes                        shares of our common stock anticipated to be sold to First Union as part of the formation transactions and            shares of our common stock anticipated to be issued to First Union as consideration for the assignment of certain exclusivity rights.

(3)

We estimate that we will incur approximately $5.0 million of expenses in this offering, which will be paid by Newkirk MLP.

(4)

Affiliates of Apollo Real Estate Investment Fund III may sell Newkirk MLP units to us under the tender offer in the event the tender offer is not fully subscribed by non-affiliated limited partners.

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Summary Selected Consolidated Financial Information

        You should read the following summary historical and unaudited pro forma consolidated operating and balance sheet data in conjunction with "SELECTED CONSOLIDATED FINANCIAL INFORMATION" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and the Newkirk MLP consolidated financial statements and unaudited pro forma financial statements and the related notes that are included elsewhere in this prospectus.

        The following historical financial data are derived from the audited consolidated financial statements of Newkirk MLP, our predecessor, for the years ended December 31, 2004, 2003 and 2002, the audited combined financial statements of Newkirk RE Holdings, LLC and Newkirk NL Holdings, LLC for the years ended December 31, 2001 and 2000, the predecessor entity of Newkirk MLP for financial reporting purposes (the "Predecessor Entity"). The Predecessor Entity was considered the accounting acquirer and, accordingly, the combined consolidated balance sheet at December 31, 2001 and 2000 and combined consolidated operating results for the years ended December 31, 2001 and 2000 reflect the historical financial position and results of operations of the Predecessor Entity. The combined consolidated balance sheet at December 31, 2001 and 2000 and the combined consolidated operating results for the years ended December 31, 2001 and 2000 are not comparable to the consolidated balance sheet at December 31, 2002 and the consolidated operating results for the year ended December 31, 2002, respectively. The Predecessor Entity amounts include assets that were not transferred to Newkirk MLP, and Newkirk MLP's amounts included assets that were contributed to Newkirk MLP by partners other than the Predecessor Entity.

        Our pro forma condensed consolidated financial information as of March 31, 2005 and for the three months ended March 31, 2005 and 2004 and for the year ended December 31, 2004 are presented as if the formation transactions had occurred on March 31, 2005 for the pro forma condensed consolidated balance sheet and on January 1, 2004 for the pro forma condensed consolidated statements of operations. Our pro forma financial data is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.

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(1)

Pro forma income from continuing operations per common share is based on    (basic) and    (diluted) common shares after giving effect to this offering and the formation transactions.

(2)

The combined consolidated balance sheet at December 31, 2001 and the combined consolidated operating results for the years ended December 31, 2001 and 2000 are not comparable to the consolidated balance sheet data at December 31, 2002 and the consolidated operating data results for the year ended December 31, 2002. The Predecessor Entity amounts include assets that were not transferred to Newkirk MLP, and Newkirk MLP's amounts included assets that were contributed to Newkirk MLP by partners other than the Predecessor Entity.

(3)

Adjusted funds from continuing operations is a non-GAAP financial measure which represents "funds from operations" as defined by NAREIT, excluding net income (loss) from discontinued operations, adjusted to add back asset impairment charges and non-cash restricted stock issuances. NAREIT defines funds from operations as net income, computed in accordance with generally accepted accounting principles or GAAP, excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Management considers adjusted funds from continuing operations a useful additional measure of performance for an equity REIT because it facilitates an understanding of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, we believe that adjusted funds from continuing operations provides a more meaningful and accurate indication of our performance. Further, adjusted funds from continuing operations does not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions.

The following table presents a reconciliation of our pro forma income (loss) from continuing operations to our pro forma adjusted funds from continuing operations for the periods presented:

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RISK FACTORS

        An investment in our common stock involves a number of risks. Before making an investment decision, you should carefully consider all of the risks described below and the other information contained in this prospectus. If any of the risks discussed in this prospectus actually occur, our business, financial condition and results of operations could be materially adversely affected. If this were to occur, the value of our common stock could decline and you may lose all or part of your investment.

   
Risks Related to Our Business

We are subject to the risks of commercial real estate ownership that could reduce the value of our properties.

        Our core business is the ownership of real estate that is leased to retail, distribution and service companies on a triple-net leased basis; accordingly, our performance is subject to risks incident to the ownership of commercial real estate, including:

•

changes in the general economic and business climate;



•

the illiquid nature of real estate compared to most other financial assets;



•

environmental risks related to the presence of hazardous or toxic substances or materials on our properties;



•

acts of God, including earthquakes, floods and other natural disasters which may result in uninsured losses;



•

changes in consumer trends and preferences that affect the demand for products and services offered by our tenants;



•

changes in local real estate conditions;



•

changes in interest rates and the availability of financing;



•

real estate valuations are subjective and may change over time; and



•

changes in laws and governmental regulations, including those governing real estate usage, zoning and taxes.

        If these or similar events occur, it could cause the value of our real estate to decline, which could adversely affect the rents our tenants are willing to pay and our results of operations.

Our success depends on the ability of our Advisor to operate properties and our Advisor's failure to operate our properties in a sufficient manner could have a material adverse effect on the value of our real estate investments and results of operations.

        We presently have no employees. Our officers are employees of our Advisor. We depend on the ability of our Advisor to operate our properties and manage our other investments in a manner sufficient to maintain or increase revenues and to generate sufficient revenues in excess of our operating and other expenses. We are subject to the risk that our Advisor will terminate the advisory agreement and that no suitable replacement will be found to manage us. We believe that our success depends to a significant extent upon the experience of our Advisor's executive officers, whose continued service is not guaranteed. If our Advisor terminates the advisory agreement, we may not be able to execute our business plan and may suffer losses, which could have a material adverse effect on our ability to make distributions to our stockholders. The failure of our Advisor to operate our properties and manage our other investments will adversely affect the underlying value of our real estate investments, the results of our operations and our ability to make distributions to our stockholders and to pay amounts due on our indebtedness.

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We depend on the experience and expertise of our and our Advisor's senior management team, and the loss of the services of our key personnel could have a material adverse effect on our business strategy, financial condition and results of operations.

        We are dependent on the efforts, diligence, skill, network of business contacts and close supervision of all aspects of our business by our Advisor and, in particular, Michael Ashner, the chairman of our board of directors and our chief executive officer, and Peter Braverman, our president, as well as our other executive officers. Our continued success will depend on the continued service of our and our Advisor's senior management team. The loss of their services could harm our business strategy, financial condition and results of operations, which would adversely affect the value of our common stock.

Our Advisor's base management fee is payable regardless of our performance.

        Our Advisor is entitled to receive a base management fee that is based on the amount of our equity (as defined in the advisory agreement), regardless of the performance of our portfolio. Our Advisor's entitlement to substantial non-performance based compensation might reduce its incentive to devote its time and effort to seeking profitable opportunities for our portfolio. This in turn could hurt our ability to make distributions to our stockholders.

Our Advisor's entitlement to an incentive management fee may induce our Advisor to make certain investments, including speculative investments.

        Our senior management's right to indirectly benefit from the incentive management fee may cause it to invest in high risk investments. In addition to its base management fee, our Advisor is entitled to receive incentive management fees based in part upon our achievement of targeted levels of adjusted funds from operations. First Union will receive 80% of the incentive management fees earned by our Advisor. As more fully described under "PROSPECTUS SUMMARY—History", our senior management will benefit indirectly from this payment through their indirect ownership of securities of First Union and their entitlement to share in the incentive management compensation earned by First Union's external advisor. In evaluating investments and other management strategies, the opportunity to benefit indirectly from our Advisor's incentive management fees may lead our Advisor to place undue emphasis on the maximization of adjusted funds from operations at the expense of other criteria, such as preservation of capital, in order to achieve higher incentive management fees. Investments with higher yield potential are generally riskier or more speculative. This could result in increased risk to the value of our invested portfolio.

We face a number of significant issues with respect to the properties owned by Newkirk MLP which may adversely affect our financial performance.

        Leasing Issues.    With respect to Newkirk MLP's properties, we are subject to the risk that, upon expiration, leases may not be renewed, the space may not be leased, or the terms of renewal or leasing, including the cost of required renovations, may be less favorable than the current lease terms. This risk is increased in our case because the current term of many of the leases for Newkirk MLP's properties will expire over the next five years. Based upon June 30, 2005 annualized rentals, the weighted average remaining lease term for the Newkirk MLP properties is approximately four years. Upon expiration of the initial lease terms, the lease can be renewed at the option of the tenant for a renewal term at a fixed renewal rental rate that, for many of our leases, is substantially lower than the rent during the initial term. At the end of the initial term, the prevailing market rates for a comparable property may be higher or lower than the fixed renewal rate under the tenant's lease. A tenant's decision to renew may be based on a number of factors, including prevailing market rents, a tenant's capital investment in the property, the length of time that a tenant has leased the property, the location and use of the property, the availability of other suitable locations, particular tenant needs, the financial condition of

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the tenant, the cost of returning the property to us in its original condition and the tenant's practical ability to sublease a property. We face the risk that tenants will choose not to renew their leases, leaving the properties vacant, or that we will be forced to negotiate a lower renewal rental rate to induce tenants to remain. Non-renewal of our leases will require us to locate new tenants and negotiate replacement leases with tenants. In the event the property becomes vacant we would be responsible for all costs associated with the property, including property taxes, insurance and utilities. In this regard, please see "NEWKIRK REALTY TRUST, INC." for a table of aggregate renewal rental rates for expiring leases. Some Newkirk MLP leases grant tenants early lease termination rights upon the tenant's payment of a termination penalty. The costs for tenant improvements, tenant inducements and leasing commissions are typically greater than costs relating to renewals of leases with existing tenants. If we are unable to promptly relet or renew leases for all or a substantial portion of the space subject to expiring leases or if our reserves for these purposes prove inadequate, our revenue, net income and available cash could be adversely affected. In addition, if it becomes necessary for us to make capital expenditures for tenant improvements, leasing commissions and tenant inducements in order to re-lease space, our revenue, net income and cash available for future investment could be adversely affected.

        Bankruptcy of Tenants.    A tenant of a Newkirk MLP property may experience a downturn in its business, which could result in the tenant's inability to make rental payments when due. In addition, a tenant may seek the protection of bankruptcy, insolvency or similar laws, which could result in the rejection and termination of such tenant's lease and cause a reduction in our cash flows. If a lease were to be rejected and terminated at a single tenant property, the entire property would become vacant.

        We cannot evict a tenant solely because of its bankruptcy. A court, however, may authorize a tenant to reject and terminate its lease. In such a case, our claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining amount of rent owed under the lease. In any event, it is unlikely that a bankrupt tenant will pay in full the amounts it owes us under a lease. The loss of rental payments from tenants, whether because of a tenant's bankruptcy or other factors, could adversely affect our cash flows and operations.

        In addition, a number of Newkirk MLP's properties are leased to banks and insurance companies that are not eligible to be debtors under the federal bankruptcy code, but would be subject to the liquidation and insolvency provisions of applicable federal and state laws and regulations. If the FDIC or an analogous state authority were appointed as receiver of such a tenant because of a tenant's insolvency, we would become an unsecured creditor of the tenant and be entitled to share with the other unsecured non-depositor creditors in the tenant's assets on an equal basis after payment to the depositors of their claims. For example, the FDIC has in the past taken the position that it has the same avoidance powers as a trustee in bankruptcy, meaning that the FDIC may try to reject the tenant's lease with us. As a result, we would be unlikely to have a claim for more than the insolvent tenant's accrued but unpaid rent owing through the date of the FDIC's appointment as receiver. In any event, the amount paid on claims in respect of the lease would depend on, among other factors, the amount of assets of the insolvent tenant available for unsecured claims. We may recover substantially less than the full value of any unsecured claims, which could have a material adverse effect on our operating results and financial condition, as well as our ability to pay dividends to stockholders at historical levels or at all.

        If our largest tenants develop financial weaknesses, our results of operations could be adversely affected. Triple-net leases with Raytheon, St. Paul Fire and Marine Insurance Co. and Albertson's Inc. represented approximately 17.3%, 10.4% and 9.8%, respectively, of Newkirk MLP's aggregate rental revenue based on annualized rent as of June 30, 2005. Accordingly, the future financial weakness of any of these tenants could substantially negatively impact our operations.

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Square footage figures disclosed in this prospectus may not accurately reflect our properties' actual leasable square footage.

        In various places in this prospectus, we refer to the current square footage of Newkirk MLP's properties in the aggregate, of particular Newkirk MLP properties in particular and of certain groups of Newkirk MLP properties. The square footage of most of Newkirk MLP's properties has not been measured since the original acquisition of these properties by Newkirk MLP's predecessor partnerships. The current actual rentable space of Newkirk MLP's properties may be higher or lower than the amounts set forth in this prospectus. There is a risk that the actual rentable square footage of Newkirk MLP's properties or of any particular property or group of properties may be lower than that disclosed in this prospectus.

We operate in a highly competitive market for investment opportunities.

        A number of entities compete with us to make the types of investments that we plan to make. We compete with other REITs, public and private pension plans and investment funds, commercial and investment banks and commercial finance companies for tenants and the acquisition of additional properties and related investments. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. Several other REITs have recently raised, or are expected to raise, significant amounts of capital, and may have investment objectives that overlap with ours, which may create competition for investment opportunities. Some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. These competitive pressures may have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objective.

The past performance of Newkirk MLP and our management is not an indicator or guarantee of our future results.

        Neither the track record of our senior management while they were senior executive officers of Newkirk MLP, the performance of Newkirk MLP during that period, nor the track record of other publicly-traded REITs and other entities while they were managed by members of our senior management shall imply, predict (directly or indirectly) or guarantee any level of our future performance. Our performance is dependent on future events and market conditions, including, without limitation, varying business strategies, different local and national economic circumstances, different supply and demand characteristics relevant to buyers and sellers of our investments, varying degrees of competition and varying circumstances pertaining to the capital markets. To a certain degree, our strategy differs from Newkirk MLP's in that we intend to engage in significantly more acquisition and investment activity than Newkirk MLP. See "NEWKIRK REALTY TRUST, INC.—Our Strategy" below. The unaudited pro forma condensed consolidated financial information included in this prospectus as of March 31, 2005 and for the three months ended March 31, 2005 and for the year ended December 31, 2004 were derived from the historical financial results of Newkirk MLP, and may not reflect what our results of operations and financial condition would have been had this offering, the formation transactions, the exercise of the T-Two option, and the refinancing of various debt balances with a loan from KeyBank and Bank of America of up to $760.0 million occurred as of such dates.

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We may be unable to generate sufficient revenue from operations to pay our operating expenses and to pay dividends to our stockholders.

        As a REIT, we are generally required to distribute at least 90% of our REIT taxable income each year to our stockholders. In order to qualify for the tax benefits accorded to REITs we intend to pay quarterly dividends and to make additional distributions to our stockholders, if necessary, in amounts such that we distribute all or substantially all of our taxable income each year, subject to certain adjustments. However, our ability to make distributions may be adversely affected by the risk factors described in this prospectus, such as a downturn in our operating results and financial performance or unanticipated declines in the value of our asset portfolio. The timing and amount of dividends are in the sole discretion of our board of directors, which considers, among other factors, our earnings, financial condition, debt service obligations and applicable debt covenants, REIT qualification requirements and other tax considerations and capital expenditure requirements as our board may deem relevant from time to time.

        Among the factors that could adversely affect our results of operations and impair our ability to make distributions to our stockholders are:

•

our inability to make profitable investments;



•

failure of our tenants to renew leases or the negotiation by our tenants of lower lease rates;



•

tenant defaults; and



•

increased debt service requirements, including those resulting from higher interest rates on variable rate indebtedness.

        A change in any one of these factors could affect our ability to make distributions. If we are not able to comply with the restrictive covenants and financial ratios contained in our credit facilities, our ability to make distributions to our stockholders may also be impaired. We may be unable to make distributions to our stockholders in the future and the level of distributions may not increase or remain consistent over time.

We could experience a reduction in revenues if our tenants are unable to meet the lease payments on our net leased properties.

        The existing lease agreements for our properties typically obligate the tenant to pay all costs associated with the property, including real estate taxes, ground rent, insurance, utilities and maintenance costs. In addition, the lease payments, assuming tenants exercise their renewal options, are designed to be sufficient to satisfy our debt service requirements on the loans encumbering the leased properties. Accordingly, if a tenant were to experience financial difficulty and default on its lease payments, we would either have to assume such obligations or risk losing the property through foreclosure. Any such default would have a negative impact on our revenues and results of operations.

If our plan to invest in commercial mortgage loans is unsuccessful, our financial condition and cash flow from operations could suffer and the market price of our common stock could decline.

        We may in the future invest in commercial mortgage loans that are secured by commercial net leased property. In the event of any default by the borrower under a mortgage loan held directly by us, we will bear the risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our cash flow from operations. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy

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trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a mortgage loan can be an expensive and lengthy process which could have a substantial negative affect on our anticipated return on the foreclosed mortgage loan.

If our plan to invest in mezzanine loans is unsuccessful, we could experience a reduction in our revenues and results of operations.

        Following the formation transactions we will hold investments in subordinated debt and we may invest in mezzanine loans and other subordinated debt investments in net leased properties. These investments typically take the form of subordinated loans secured by second mortgages on the underlying property or loans secured by either a pledge of the ownership interests of the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property. These types of investments involve a higher degree of risk than long term senior mortgage lending secured by income producing real property because the investment may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower's bankruptcy, our mezzanine loan will be satisfied only after the repayment of the senior debt. As a result, we may not recover some or all of our investment. In addition, mezzanine loans may have higher loan to value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal. Our inability to recover some or all of our investment in mezzanine loans could negatively impact our revenues and results of operations.

We may not be able to invest our excess cash in suitable investments.

        We may not be able to identify investments that meet our investment criteria and we may not be successful in closing the investments that we identify. Our ability to generate increased revenues is dependent upon our ability to invest these funds in real estate related assets that will ultimately generate favorable returns. If we do not successfully identify investments or close investments we identify, our growth rate, business strategy and results of operations could be impaired.

We could experience increased operating costs and limited amounts of growth if we are unable to obtain reasonably priced financing.

        Our business plan requires significant funds for asset acquisition, minimum REIT distributions and other needs. This strategy depends, in part, on our ability to access the debt and equity capital markets to finance our cash requirements. Our proposed credit facility with KeyBank and Bank of America will mature in three years and will provide for two one year renewals. We may need to develop and access long-term debt financing facilities or other permanent debt strategies in order to successfully execute our business plan. Our inability to effectively access these markets would have an adverse effect on our ability to make new investments and could adversely affect our ability to make dividend payments to you over time. Our inability to extend our credit facility with KeyBank and Bank of America or to obtain reasonably priced financing to replace the facility when it matures could create increased operating costs and diminished levels of growth as we may be forced to incur indebtedness with above-market interest rates or with substantial restrictive covenants.

If our financial condition deteriorates or we fail to quality as a REIT, we may be delisted by the New York Stock Exchange and our stockholders could find it difficult to sell our common stock.

        We intend to apply to have our common stock listed on the New York Stock Exchange, or NYSE. If we fail to qualify as a REIT, we might lose our listing on the NYSE. Whether we would lose our NYSE listing would depend on a number of factors besides our REIT status, including the number of

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holders of our common stock and the amount and the composition of our assets. If our common stock is delisted from trading on the New York Stock Exchange, the price of our common stock could be materially adversely affected.

Illiquidity of our real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

        Because real estate investments are relatively illiquid, our ability promptly to sell properties in our portfolio in response to adverse changes in their performance may be limited, which may harm our financial condition. If we decide to sell an investment, we may be unable to dispose of it in the time period we desire and the sales price of any investment may not recoup or exceed the amount of our investment. Our inability to dispose of one or more properties on advantageous terms could result in losses to us, which could limit our ability to pay dividends to our stockholders.

Additional regulations applicable to our properties may require substantial expenditures to ensure compliance, which could adversely affect cash flows and operating results.

        Our properties are subject to various federal, state and local regulatory requirements such as local building codes and other similar regulations. If we fail to comply with these requirements, governmental authorities may impose fines on us or private litigants may be awarded damages against us.

        We believe that our properties are currently in substantial compliance with all applicable regulatory requirements. New regulations or changes in existing regulations applicable to our properties, however, may require that we make substantial expenditures to ensure regulatory compliance to the extent that tenants under triple-net leases are not required to pay such expenditures, which would adversely affect our cash flows and operating results.

Insurance on our properties may not adequately cover all losses to our properties, which could reduce stockholder returns if a material uninsured loss occurs.

        Our tenants are required to maintain insurance coverage for the properties they operate. We also maintain a blanket policy on our properties. There are various types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, terrorism or acts of war, that may be uninsurable or not economically insurable. Should an uninsured loss occur, we could lose our capital investment and/or anticipated profits and cash flow from one or more properties. Inflation, changes in building codes and ordinances, environmental considerations, and other factors, including terrorism or acts of war, might make the insurance proceeds insufficient to repair or replace a property if it is damaged or destroyed. In that case, the insurance proceeds received might not be adequate to restore our economic position with respect to the affected real property, which could reduce the amounts we have available to pay dividends to you.

Our debt level may have a negative impact on our ability to make distributions to stockholders and pursue our business strategy.

        We have incurred indebtedness in connection with the acquisition of our properties and will incur new indebtedness in the future in connection with our operating activities. Our use of debt financing creates risks, including the risk that our cash flow will be insufficient to meet required payments of principal and interest and distributions and the risk that indebtedness on our properties, or unsecured indebtedness, will not be able to be renewed, repaid or refinanced when due, or that the terms of any renewal or refinancing will not be as favorable as the terms of such indebtedness. If we were unable to refinance such indebtedness on acceptable terms, or at all, we might be forced to dispose of one or more of our properties on disadvantageous terms, which might result in losses to us, which losses could

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have a material adverse affect on us and our ability to pay dividends to our stockholders and to pay amounts due on our indebtedness. Furthermore, if a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagor could foreclose upon the property, petition for the appointment a receiver or obtain an assignment of rents and leases or pursue other remedies, all with a consequent loss of revenues and asset value to us. Foreclosures could also create taxable income without accompanying cash proceeds, thereby hindering our ability to meet the REIT distribution requirements of the Code.

Our financial covenants may restrict our operating or acquisition activities which may harm our financial condition and operating results.

        To the extent the agreements governing our borrowings contain financial and other covenants that we are required to fulfill, our operating flexibility may be limited. Newkirk MLP expects to enter into a credit facility with KeyBank and Bank of America for a potential maximum amount of $760.0 million. $150.0 million (less any previous principal repayments) of the net offering proceeds will be used to reduce the balance on this facility following the consummation of this offering. Borrowings under the facility are expected to be subject to various covenants, including limitations on our ability to reinvest proceeds from the sale of our properties without applying such proceeds to the prepayment of principal under the facility, a maximum leverage ratio, minimum liquidity amount, minimum tangible net worth, and other financial ratio calculations. These covenants, as well as any additional covenants we may be subject to in the future on additional borrowings, could cause us to forego investment opportunities and finance investments in a less efficient manner than if we were not subject to such covenants. In addition, the agreements governing our borrowings may have cross default provisions, such that a default on one of our borrowings would lead to a default under all of the agreements governing our borrowings.

Noncompliance with environmental laws could adversely affect our financial condition and operating results.

        The real estate properties we expect to own, including those that we may acquire by foreclosure in connection with our net lease loans, will be subject to various federal, state and local environmental laws. Under these laws, courts and government agencies have the authority to require the current owner of a contaminated property to clean up the property, even if the owner did not know of and was not responsible for the contamination. Liability can be imposed upon a property owner based on activities of a tenant. These laws also apply to persons who owned a property at the time it became contaminated. In addition to the costs of cleanup, environmental contamination can affect the value of a property and, therefore, an owner's ability to borrow funds using the property as collateral or to sell the property. Under the environmental laws, courts and government agencies also have the authority to require that a person who sent waste to a waste disposal facility, such as a landfill or an incinerator, to pay for the clean-up of that facility if it becomes contaminated and threatens human health or the environment. A person that arranges for the disposal of, or transports for disposal or treatment, a hazardous substance at a property owned by another may be liable for the costs of removal or remediation of hazardous substances released into the environment at that property.

        Furthermore, various court decisions have established that third parties may recover damages for injury caused by property contamination. Also, some of these environmental laws restrict the use of a property or place conditions on various activities. For example, some laws require a business using chemicals to manage them carefully and to notify local officials that the chemicals are being used. We may be responsible for environmental liabilities created by our tenants irrespective of the terms of any lease.

        We could be responsible for the costs related to noncompliance with environmental laws discussed above. The costs incurred to clean up a contaminated property, to defend against a claim, or to comply

34

with environmental laws could be material and could adversely affect our financial condition and operating results.

        We may obtain Phase I environmental reports or, in some cases, a Phase II environmental report prior to acquisition of or foreclosure on a property. However, these reports may not reveal all environmental conditions at a property and we may incur material environmental liabilities of which we are unaware. Future laws or regulations may impose material environmental liabilities on us or our tenants and the current environmental condition of our properties may be affected by the condition of the properties in the vicinity of our properties (such as the presence of leaking underground storage tanks) or by third parties unrelated to us.

        Although our leases generally require our tenants to operate in compliance with all applicable laws and to indemnify us against any environmental liabilities arising from a tenant's activities on the property, we would be subject to strict liability by virtue of our ownership interest, and we cannot be sure that our tenants will, or will be able to, satisfy their indemnification obligations under our lease, if any. The discovery of environmental liabilities attached to our properties could adversely affect a lessee's ability to make payments to us or otherwise affect our results of operations, our financial condition and our ability to pay dividends to you.

Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediation of the problem.

        When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Public concern about indoor exposure to mold has been increasing along with awareness that exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of a significant amount of mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold from the affected properties. In addition, the presence of a significant amount of mold could expose us to liability from our tenants, employees of our tenants and others if property damage or health concerns arise as a result of the presence of mold in our properties. If we ever become subject to significant mold-related liabilities, our business, financial condition, liquidity, results of operations and ability to pay dividends could be materially and adversely affected.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unintended expenditures that adversely impact our ability to pay dividends to you.

        All of our properties are required to comply with the Americans with Disabilities Act, or the ADA. The ADA has separate compliance requirements for "public accommodations" and "commercial facilities," but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While our tenants are obligated by law to comply with the ADA provisions, and typically our leases and financing agreements obligate our tenants to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected and we could be required to expend our own funds to comply with the provisions of the ADA. The occurrence of such events could adversely affect our results of operations our financial condition and our ability to pay dividends to you.

        In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental

35

agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements and these expenditures could have an adverse effect on our ability to pay dividends to you. Additionally, failure to comply with any of these requirements could result in the imposition of fines by governmental authorities or awards of damages to private litigants. While we intend to acquire only properties that we believe are currently in substantial compliance with all regulatory requirements, these requirements could be changed or new requirements could be imposed which would require significant unanticipated expenditures by us and could have an adverse affect on our cash flow and dividends paid.

Property owned through joint ventures may limit our ability to act exclusively in our interests.

        We may participate in joint ventures and purchase properties jointly with other entities, some of which may be unaffiliated with us. There are additional risks involved in these types of transactions, including the loss of total operational control, the potential of our joint venture partner becoming bankrupt and the possibility that our partners have economic or business interests that are inconsistent with our business interests or goals.

        These diverging interests could result in exposing us to liabilities of the joint venture in excess of our proportionate share of these liabilities. The partition of rights of each owner in a jointly-owned property could reduce the value of each portion of the divided property. In addition, the fiduciary obligation that we may owe to our partners in affiliated transactions may make it more difficult for us to enforce our rights. Accordingly, our participation in joint ventures could adversely affect our financial condition, results of operations, cash flow and ability to make distributions with respect to our common stock.

The collateral securing the real estate loans we own may not be sufficient to protect our investments in the event of a foreclosure, and a foreclosure on real estate loans could delay or reduce payments to us, which could reduce the amounts we have available to pay dividends to you.

        Foreclosure and other similar proceedings used to enforce payment of real estate loans are generally subject to principles of equity, which are designed to relieve the indebted party from the legal effect of that party's default. Foreclosure and other similar laws may limit our right to obtain a deficiency judgment against the defaulting party after a foreclosure or sale. To the extent we make loans secured by real estate, the application of any of these principles may lead to a loss or delay in the payment on loans we hold, which in turn could reduce the amounts we have available to pay dividends to you. Further, in the event we have to foreclose on a property, the amount we receive from the foreclosure sale of the property may be inadequate to fully pay the amounts owed to us by the borrower and our costs incurred to foreclose, repossess and sell the property, which could adversely impact our results of operations and our ability to pay dividends to you.

We leverage our portfolio, which may adversely affect our return on our investments and may reduce cash available for distribution.

        We seek to leverage our portfolio through borrowings. Our return on investments and cash available for distribution to our stockholders may be reduced to the extent that changes in market conditions cause the cost of our financing to increase relative to the income that can be derived from the assets. Our debt service payments reduce the net income available for the payment of dividends to our stockholders. We may not be able to meet our debt service obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to foreclosure or forced sale to satisfy our debt obligations. A decrease in the value of the assets may lead to a requirement that we repay certain borrowings. We may not have the funds available to satisfy such repayments.

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We are subject to increases in the cost of our borrowings as a result of rising interest rates.

        We have incurred, and may incur in the future, indebtedness that bears interest at variable rates. Accordingly, increases in interest rates may decrease the spread between the returns on our portfolio investments and the cost of our borrowings to the extent that the related indebtedness was not protected by interest rate protection arrangements, which could have a material adverse effect on us and our ability to pay dividends to our stockholders and to pay amounts due on our indebtedness or cause us to be in default under certain debt instruments. In addition, an increase in market interest rates may encourage holders to sell their common stock and reinvest the proceeds in higher yielding securities, which could adversely affect the market price for our common stock.

Terrorist attacks and other acts of violence or war may affect the market for our common stock, the industry in which we conduct our operations and our profitability.

        Terrorist attacks may harm our results of operations and your investment. There may be future terrorist attacks or armed conflicts against the United States or U.S. businesses that may directly impact the property underlying our common stock or the securities markets in general. Losses resulting from these types of events may be uninsurable.

        More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. Adverse economic conditions could harm the value of the property underlying our common stock or the securities markets in general, which could harm our operating results and revenues and may result in volatility of the value of our common stock.

   
Risks Related to Conflicts of Interest and Certain Relationships

There are various conflicts of interest resulting from the relationships among us, our management, our Advisor and other parties.

        As more fully described under "PROSPECTUS SUMMARY—Conflicts of Interest", various conflicts of interest exist in connection with this offering or may exist after the offering among us, our management, and our Advisor including:

•

our purchase of MLP units from members of our management team and certain affiliates of Apollo Real Estate Investment Fund III;



•

the anticipated transactions involving First Union in connection with this offering;



•

allocation of time by our Advisor's senior management between us and First Union, and between us and Winthrop Financial Associates;



•

certain transactions with Vornado Realty Trust and its affiliates;



•

the terms of the advisory agreement between us and our Advisor which were not negotiated on an arm's length basis; and



•

the issuance of our special voting preferred stock to our Advisor.

        These conflicts may result in terms that are more favorable to our management, our Advisor and/or our Advisor's affiliates than would have been obtained on an arm's length basis, and may operate to the detriment of our stockholders.

Termination of our advisory agreement with our Advisor may be costly.

        Termination of the advisory agreement with our Advisor may be difficult and costly. We may elect not to renew our advisory agreement after the initial term or after any one-year renewal period by the affirmative vote of at least two-thirds of our independent directors. We may also terminate our advisory

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agreement (1) for cause at any time upon the affirmative vote of a majority of our independent directors and (2) without cause during any renewal period upon the affirmative vote of at least two-thirds of our independent directors. If we terminate without cause or do not renew the advisory agreement, in each case, we are required to pay our Advisor a termination fee equal to two times the annual average of the sum of the base management and incentive fees earned during the previous 24 months. In the case of any termination or non-renewal by us, our exclusivity rights with respect to net lease property opportunities offered to or generated by Michael Ashner will terminate and revert back to First Union and all lock-up restrictions on vested shares of our common stock held by First Union and all shares and Newkirk MLP units held by executive officers and employees of Winthrop Financial Associates, will terminate. These provisions may increase the effective cost to us of terminating the advisory agreement, thereby adversely affecting our ability to terminate our Advisor without cause.

We are substantially controlled by Michael Ashner.

        Michael Ashner is our chairman and chief executive officer and the president and sole manager of our Advisor. Michael Ashner and entities controlled by or affiliated with Michael Ashner will beneficially own approximately                        Newkirk MLP units representing approximately            % of our outstanding common stock following the offering and the formation transactions on a fully diluted basis assuming redemption of all Newkirk MLP units in exchange for shares of our common stock. The Newkirk MLP units are redeemable for cash, or, at our election, for shares of our common stock. Our Advisor will hold our special voting preferred stock entitling it to vote on all matters submitted to a vote of our stockholders. Our Advisor will agree to cast those votes in respect of the special voting preferred stock on any matter in direct proportion to votes that are cast by limited partners of Newkirk MLP (other than us) on such matter, including limited partners controlled by and/or affiliated with Michael Ashner, except that our Advisor (through its managing member) will be entitled to vote in its sole discretion to the extent the voting rights of Vornado Realty Trust's affiliates are limited as discussed under "PROSPECTUS SUMMARY—Preferred Stock." The special voting preferred stock will initially represent    % of our voting power immediately following the formation transactions. In addition, we anticipate that First Union will own            % of our common stock following this offering. FUR Holdings LLC, an entity controlled by Michael Ashner and in which Michael Ashner has a significant economic interest, owns, through a wholly-owned subsidiary, 31.2% of First Union's common shares and will own approximately 28.1% of First Union's common shares following the formation transactions. Michael Ashner is also the chairman and chief executive officer of First Union and is the chief executive officer and manager of First Union's advisor. We granted Michael Ashner and such entities an exemption from the ownership limitations contained in our articles of incorporation. Because of his position with us and our Advisor and his ability to effectively vote a substantial amount of our outstanding voting securities, Michael Ashner has significant influence over our policies and strategy.

We have agreed with Vornado Realty Trust that our activities will satisfy certain requirements. If we are unable to satisfy these requirements we could be liable for substantial amounts.

        Following the formation transactions, affiliates of Vornado Realty Trust will own            Newkirk MLP units, representing a    % equity interest in us on a fully diluted basis. In connection with the formation transactions, we and our operating partnership have agreed to certain restrictions regarding our activities and assets and the activities and assets of our operating partnership intended to maintain our qualification as a REIT. If we breach any of these agreements, and, as a result, Vornado Realty Trust fails to maintain its qualification as a REIT or otherwise incurs liability for any tax, penalty or similar charges, we and our operating partnership could be exposed to substantial liability for damages attributable to our breach. See "NEWKIRK REALTY TRUST, INC.—Investment Policies with Respect to Certain Activities—Our Agreements with Vornado Realty Trust and its Affiliates Restrict our Activities".

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Risks Related to Our Status as a REIT

If we do not qualify as a REIT or fail to remain qualified as a REIT, we will be subject to tax as a regular corporation and could face substantial tax liability.

        We intend to qualify as a REIT under the Internal Revenue Code. However, qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which only limited judicial and administrative authorities exist, and which are subject to change, potentially with retroactive effect. Even a technical or inadvertent mistake could jeopardize our REIT status. Our continued qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. Actions taken by Newkirk MLP may affect our ongoing satisfaction of these tests.

        If we fail to qualify as a REIT in any tax year, then:

•

we would not be required to make distributions to our stockholders;



•

we would be taxed as a regular domestic corporation, which, among other things, means we would be unable to deduct distributions to stockholders in computing taxable income and would be subject to federal income tax on our taxable income at regular corporate rates;



•

any resulting tax liability could be substantial, which could require us to borrow money or sell assets to pay such liability and would reduce the amount of cash available for distribution to stockholders;



•

unless we were entitled to relief under applicable statutory provisions, we would be disqualified from treatment as a REIT for the subsequent four taxable years following the year during which we lost our qualification, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT; and



•

we may be in breach of our agreement with Vornado Realty Trust in which case we and our operating partnership could be exposed to substantial liability. See the last risk factor under "Risks Related to Conflicts of Interest and Certain Relationships" above.

Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow.

Even if we remain qualified for taxation as a REIT, we may be subject to certain federal, state and local taxes on our income and assets, including taxes on any undistributed income. See "FEDERAL INCOME TAX CONSIDERATIONS—General." Any of these taxes would decrease the amount of cash available for distribution to our stockholders. In addition, in order to meet the REIT qualification requirements, or to avert the imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we may in the future hold some of our assets through taxable subsidiary corporations.

Complying with REIT requirements may force us to borrow to make distributions to stockholders.

        As a REIT, we must generally distribute at least 90% of our annual REIT taxable income, subject to certain adjustments, to our stockholders. To the extent that we satisfy the REIT distribution requirement but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay to our stockholders in a calendar year is less than a minimum amount specified under federal tax laws.

        From time to time, we may generate taxable income greater than our cash flow available for distribution to stockholders (for example, due to substantial non-deductible cash outlays, such as capital expenditures or principal payments on debt). If we do not have other funds available in these situations we could be required to borrow funds, sell investments at disadvantageous prices or find alternative sources of funds to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and to avoid income and excise taxes in a particular year. These alternatives could increase our operating costs or diminish our levels of growth.

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We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our common stock.

        At any time, the federal income tax laws governing REITs, or the administrative interpretations of those laws, may be amended. Any of those new laws or interpretations may take effect retroactively and could adversely affect us or you as a stockholder. REIT dividends, with only very limited exceptions, do not qualify for preferential tax rates, which might cause shares of common stock in non-REIT corporations to be a more attractive investment to individual investors than shares in REITs and could have an adverse effect on the value of our common stock.

REIT restrictions on ownership of our common stock may delay or prevent our acquisition by a third party.

        In order for us to qualify as a REIT, not more than 50% of the value of our outstanding shares of common stock may be owned, directly or indirectly, by five or fewer individuals during the last half of a taxable year.

        In order to prevent five or fewer individuals from acquiring more than 50% of the outstanding shares of our common stock and our resulting failure to qualify as a REIT, our articles of incorporation provide that, subject to certain exceptions, no person, including entities, may own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code, more than 8.9% of our outstanding common stock. While these restrictions are designed to prevent any five individuals from owning more than 50% of the shares, they could also discourage a change in control of our company. These restrictions may also deter tender offers that may be attractive to stockholders or limit the opportunity for stockholders to receive a premium for their shares if an investor makes purchases of shares of our common stock to acquire a block of shares of our common stock.

   
Risks Related to the Offering

There may not be an active market for our common stock, which may cause our common stock to trade at a discount and make it difficult for you to sell your common stock.

        Prior to this offering, there has been no public market for our common stock. We cannot assure you that an active trading market for our common stock will develop or be sustained after this offering. The initial public offering price for our common stock will be determined by negotiations between the underwriters and us. The initial public offering price may not correspond to the price at which our common stock will trade in the public market subsequent to this offering and the price of our shares of our common stock available in the public market may not reflect our actual financial performance. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur.

        We have applied to have our common stock approved for listing, subject to notice of issuance, on the New York Stock Exchange under the symbol "NKT." Quotation through the New York Stock Exchange would not ensure that an actual market will develop for our common stock. Accordingly,

•

an actual market for our common stock may not develop,



•

the market for our common stock may not be liquid,



•

the holders of our common stock may be unable to sell their shares of our common stock, and



•

the prices that may be obtained upon the sale of our common stock may be insufficient.

There is no assurance that the offering price represents the per share market value of our assets.

        No independent third-party appraisals of the Newkirk properties were obtained by us or Newkirk MLP in connection with the formation transactions. Accordingly, there can be no assurance that the value of the consideration paid by us in the formation transactions to acquire our interest in Newkirk MLP, which was generally based on the value of Newkirk MLP as a going concern, will not exceed the fair market value of the Newkirk MLP properties and other assets acquired by us in the formation transactions. In addition, our value will not be determined on a property-by-property basis because, in

40

the view of management, the appropriate basis for valuing the company is as an ongoing business enterprise, rather than a collection of assets. There can be no assurance that there will not be discrepancies between assumed results and actual results which could lead to a reduction in actual distributions compared to assumed distributions or that the price paid by us for our interest in Newkirk MLP will not exceed the fair market value of Newkirk MLP's assets. It is therefore possible that the offering price per share of our common stock may exceed the per share market value of our assets.

Provisions in our articles of incorporation and bylaws and Maryland law may delay or prevent our acquisition by a third party.

        Certain provisions of Maryland law and our articles of incorporation and bylaws could have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control of us, and may have the effect of entrenching our management and members of our board of directors, regardless of their performance. These provisions include the following:

•

Removal of directors.    Under our articles of incorporation, a director may be removed during such director's term of office, only for cause and only by the affirmative vote of at least two-thirds of all votes entitled to be cast by our stockholders generally in the election of directors.



•

Limitation on stockholder requested special meetings.    Our bylaws provide that our stockholders have the right to call a special meeting only upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast by our stockholders at such meeting.



•

Advance notice provisions for stockholder nominations and proposals.    Our bylaws generally require stockholders to notify us not less than 90 days and not more than 120 days prior to the anniversary of the date of mailing of the previous annual years' proxy statement in order to nominate persons for election as directors at, or to bring other business before, any meeting of our stockholders. This provision limits the ability of our stockholders to make nominations of persons for election as directors or to introduce other proposals unless we are notified in a timely manner prior to the meeting.



•

Exclusive authority of our board to amend our bylaws.    Our bylaws provide that our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws or to make new bylaws. Thus, our stockholders may not effect any changes to our bylaws.



•

Preferred stock.    Under our articles of incorporation, our board of directors has authority to issue preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders.



•

Duties of directors with respect to unsolicited takeovers.    Maryland law provides protection for Maryland corporations against unsolicited takeovers by limiting, among other things, the duties of the directors in unsolicited takeover situations. The duties of directors of Maryland corporations do not require them to (1) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (2) authorize the corporation to redeem any rights under, or modify or render inapplicable, any stockholders rights plan, (3) make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act, or (4) act or fail to act solely because of the effect of the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered or paid to the stockholders in an acquisition. Moreover, under Maryland law the act of the directors of a Maryland corporation relating to or affecting an acquisition or potential acquisition of control is not subject to any higher duty or greater scrutiny than is applied to any other act of a director. Maryland law also contains a statutory presumption that an act of a director of a Maryland corporation satisfies the applicable standards of conduct for directors under Maryland law.

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•

Ownership limit.    Our articles of incorporation generally prohibit any single stockholder, or any group of affiliated stockholders, from beneficially owning more than 8.9% in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock and the aggregate of the outstanding shares of all classes and series of our stock unless the board of directors waives or modifies this ownership limit. We intend to grant exemptions from this ownership limitation to First Union to the extent that it acquires up to 17.5% of our common stock, to Vornado Realty Trust and its affiliates to the extent they hold up to 22.5% of our common stock (in either case, on a fully diluted basis assuming the redemption of all redeemable Newkirk MLP units in exchange for shares of our common stock whether or not such units are then redeemable and, in the case of Vornado Realty Trust and its affiliates, excluding shares of our common stock owned indirectly through their ownership of shares of First Union) and to affiliates of Apollo Real Estate Investment Fund III to the extent their share ownership would exceed the ownership limitation if they received shares of our common stock in redemption of their MLP units.



•

Maryland Business Combination Act.    The Maryland Business Combination Act which provides that unless exempted, a Maryland corporation may not engage in business combinations, including mergers, dispositions of 10% or more of its assets, certain issuances of shares of stock and other specified transactions, with an "interested stockholder" or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10% or more of the voting power of the outstanding stock of a Maryland corporation. Our board of directors has adopted a resolution exempting us from this statute. However, we may repeal or modify this resolution in the future if such repeal or modification is approved by a unanimous vote of our independent directors, in which case the provisions of the Maryland Business Combination Act will be applicable to business combinations between us and other persons.



•

Maryland Control Share Acquisition Act.    Maryland law provides that "control shares" of a corporation acquired in a "control share acquisition" shall have no voting rights except to the extent approved by a vote of two-thirds of the votes eligible to be cast on the matter excluding all interested shares under the Maryland Control Share Acquisition Act. "Control shares" means shares of stock that, if aggregated with all other shares of stock previously acquired by the acquirer, would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of the voting power: one tenth or more but less than one third, one third or more but less than a majority or a majority or more of all voting power. A "control share acquisition" means the acquisition of control shares, subject to certain exceptions. If voting rights of control shares acquired in a control share acquisition are not approved at a stockholders' meeting, then subject to certain conditions and limitations, the issuer may redeem any or all of the control shares for fair value. If voting rights of such control shares are approved at a stockholders' meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights. Our bylaws contain a provision exempting acquisitions of our shares from the Maryland Control Share Acquisition Act. However, we may amend our bylaws in the future to repeal or modify this exemption if such amendment is approved by the unanimous vote of our independent directors, in which case any control shares acquired in a control share acquisition will be subject to the Maryland Control Share Acquisition Act.



•

Unsolicited Takeovers.    Under certain provisions of Maryland law, so long as a corporation has a class of equity securities registered under the Securities Exchange Act of 1934 and at least three independent directors (both of which we will have upon completion of this offering), it may elect to be subject to certain statutory provisions which: (i) automatically classify the members of its board of directors into three classes with staggered terms of office of three years each; and (ii) vest in the board of directors the exclusive right to determine the number of

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directors and the exclusive right by the affirmative vote of a majority of the remaining directors, to fill vacancies on the board of directors, even if the remaining directors do not constitute a quorum. These provisions of Maryland law, which are applicable even if other provisions of Maryland law or the charter or bylaws of the corporation provide to the contrary, also provide that any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, rather than the next annual meeting of directors as would otherwise be the case, and until his or her successor is elected and qualified. The election to be subject to any or all of the foregoing provisions of Maryland law may be made in the charter or bylaws of the corporation or by resolution of the board of directors of the corporation, without stockholder approval. Our board of directors has adopted a resolution prohibiting us from electing to be subject to any of the foregoing provisions of Maryland law. However, our board of directors may repeal or modify this resolution in the future if such repeal or modification is approved by the unanimous vote of our independent directors, and we could then, by resolutions adopted by our board of directors, elect to become subject to some or all of the foregoing statutory provisions.

        See "IMPORTANT PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS".

Future offerings of debt securities, which would be senior to our common stock upon liquidation, or equity securities, which would dilute the holdings of our existing stockholders and may be senior to our common stock for the purposes of dividend distributions or distributions upon liquidation, may adversely affect the market price of our common stock.

        In the future we may attempt to increase our capital resources by making additional offerings of debt or equity securities, including commercial paper, medium term notes, senior or subordinated notes and classes of preferred stock or common stock. Upon liquidation, holders of our debt securities holders of our preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. If we decide to issue preferred stock in addition to our special voting preferred stock already issued, it could have a preference on liquidating distributions or a preference on dividend payments that could limit our ability to make a dividend distribution to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk that our future offerings may reduce the market price of our common stock and dilute their ownership of our common stock.

Securities eligible for future sale may have adverse effects on our share price.

        Following this offering and the formation transactions we will have outstanding                        shares of common stock or                        shares if the underwriters exercise their overallotment option in full. Newkirk MLP will have outstanding                        MLP units, including                        MLP units (                        if the overallotment option is exercised in full) held by limited partners other than us. After 12 months, MLP units may be redeemed for cash or, at our option, on a one-for-one basis (subject to anti-dilution protection) for shares of our common stock. We may file registration statements that would allow up to            shares of our common stock issued upon redemption of MLP units to be sold after a 12 month period following the completion of this offering. The issuance of these shares of common stock could result in a decrease in the market price of our common stock.

We have established an initial dividend payment level but there is no assurance of our ability to pay dividends in the future.

        We intend to pay quarterly dividends and to make distributions to our stockholders in an amount such that all or substantially all of our taxable income in each year, subject to certain adjustments, is

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distributed. While we have established an initial dividend payment level, our ability to pay dividends may be adversely affected by the risk factors described in this prospectus. All distributions will be made at the discretion of our board of directors and will depend on our earnings, our financial condition, maintenance of our REIT status and such other factors as our board of directors may deem relevant from time to time. There are no assurances of our ability to pay dividends in the future. In addition, some of our distributions may include a return of capital.

An increase in market interest rates may have an adverse effect on the market price of our common stock.

        One of the factors that investors may consider in deciding whether to buy or sell shares of our common stock is our dividend rate as a percentage of our share price relative to market interest rates. If the market price of our common stock is based primarily on the earnings and return that we derive from our investments and income with respect to our properties and our related distributions to stockholders, and not from the market value or underlying appraised value of the properties or investments themselves, then interest rate fluctuations and capital market conditions will likely affect the market price of our common stock. For instance, if market rates rise without an increase in our dividend rate, the market price of our common stock could decrease as potential investors may require a higher dividend yield on our common stock or seek other securities paying higher dividends or interest. In addition, rising interest rates would result in increased interest expense on our variable rate debt, thereby adversely affecting cash flow and our ability to service our indebtedness and pay dividends.

A recent valuation provided by Newkirk MLP's general partner implied a lower valuation for MLP units than our offering price.

        In February 2005 the general partner of Newkirk MLP provided the limited partners of Newkirk MLP with an estimate of the net asset value per MLP unit. That estimate is equivalent to a value of $            for each MLP unit that will be outstanding prior to this offering. The general partner's estimate valued MLP units for which there was no public market, which were subject to substantial transfer restrictions and for which there were no assumptions made relating to new investments or future growth.

Investors in the offering will suffer immediate and substantial dilution.

        The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock after this offering and the completion of the formation transactions. Purchasers of our common stock in this offering will incur immediate dilution of approximately $            per share in net tangible book value. See "DILUTION."

Broad market fluctuations and our failure to meet market expectations could negatively impact the market price of our common stock.

        The stock market has experienced extreme price and volume fluctuations that have affected the market price of the common stock of many companies in industries similar or related to ours and that have been unrelated to these companies' operating performances. These broad market fluctuations could reduce the market price of our common stock. Furthermore, the trading market for our common stock will depend in part on the research and reports that industry or financial analysts publish about us or our industry. Our operating results and prospects may be below the expectations of public market analysts and investors or may be lower than those of companies with comparable market capitalizations, which could lead to a material decline in the market price of our common stock.

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FORWARD LOOKING STATEMENTS

        We make forward looking statements in this prospectus that are subject to risks and uncertainties. These forward looking statements include information about possible or assumed future results of our business and our financial condition, liquidity, results of operations, plans, and objectives. They also include, among other things, statements concerning anticipated revenues, income or loss, capital expenditures, dividends, capital structure, or other financial terms, as well as statements regarding the subjects that are forward looking by their nature, such as:

•

our business strategy;



•

completion of any pending transactions;



•

our ability to obtain future financing arrangements;



•

our understanding of our competition;



•

our projected operating results;



•

the operating results presented in the historical consolidated financial statements included in this prospectus;



•

market trends;



•

estimates relating to our future dividends;



•

projected capital expenditures; and



•

the impact of technology on our operations and business.

        The forward looking statements are based on our beliefs, assumptions, and expectations of our future performance, taking into account the information currently available to us. We do not intend to update our forward looking statements. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in the forward looking statements. You should carefully consider this risk when you make a decision concerning an investment in our common stock.

        When we use words such as "will likely result," "may," "shall," "believe," "expect," "anticipate," "project," "intend," "estimate," "goal," "objective," or similar expressions, we intend to identify forward looking statements. You should not place undue reliance on these forward looking statements. We are not obligated to publicly update or revise any forward looking statements, whether as a result of new information, future events, or otherwise.

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DETERMINATION OF OFFERING PRICE

        Prior to this offering, there has been no public market for our common stock and Newkirk MLP units have been subject to significant transfer restrictions. We will determine the initial public offering price after consideration of several factors, including:

•

the economic conditions in and future prospects for the industry in which we compete;



•

Newkirk MLP's past and present operating performance and financial condition;



•

the experience of our management team;



•

our prospects for future earnings and cash available for dividends;



•

an assessment of our management;



•

the prevailing conditions of the equity securities markets at the time of this offering; and



•

current market demand and valuations of publicly traded companies considered comparable to our company.

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USE OF PROCEEDS

        We estimate that the net proceeds to us from the sale of                        shares of our common stock in this offering, at an assumed initial public offering price of $    per share, which is the midpoint of the range listed on the cover page of this prospectus, after deducting the underwriting discount, will be approximately $            million or $            million if the underwriters exercise their overallotment option in full.

        We intend to use the net proceeds of this offering, together with $50.0 million that we expect to obtain from the anticipated sale of                        shares of our common stock to First Union, as follows:

        (1)   $            million to purchase newly-issued MLP units from Newkirk MLP. Newkirk MLP will use these proceeds to repay $150.0 million of its existing debt, to fund future acquisitions of net leased properties and interests in subordinated debt or equity interests in net leased properties and to pay the expenses of this offering;

        (2)   $            million ($            million if the underwriters exercise their overallotment option in full) to purchase Newkirk MLP units from certain affiliates of Apollo Real Estate Investment Fund III, at a purchase price equal to the public offering price less the underwriting discount;

        (3)   $5.0 million to purchase Newkirk MLP units from employees and executive officers of Winthrop Financial Associates at a purchase price equal to the public offering price less the underwriting discount; and

        (4)   $            million ($            million if the underwriters exercise their overallotment option in full) to purchase Newkirk MLP units from non-affiliated Newkirk MLP limited partners at a purchase price equal to the public offering price less the underwriting discount pursuant to a tender offer for Newkirk MLP units. In the event non-affiliated limited partners do not fully subscribe to our tender offer, certain affiliated limited partners may sell a portion of their units in the tender offer.

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OUR DIVIDEND AND DISTRIBUTION POLICY

        We intend to make regular quarterly distributions to holders of our common stock. In order to qualify as a REIT we must distribute to our stockholders an amount at least equal to:

•

90% of our REIT taxable income, determined before the deduction for dividends paid and excluding any net capital gain; plus



•

90% of the excess of our net income from foreclosure property (as defined in Section 856 of the Internal Revenue Code) over the tax imposed on such income by the Internal Revenue Code; less



•

any excess non-cash income (as determined under the Internal Revenue Code). See "FEDERAL INCOME TAX CONSIDERATIONS—Requirements for Qualification—Annual Distribution Requirements."

        To maintain our qualification as a REIT, we intend to make regular quarterly distributions to our stockholders of at least 90% of our REIT taxable income.

        We are subject to income tax on income that is not distributed and to an excise tax to the extent that certain percentages of our income are not distributed by specified dates. See "FEDERAL INCOME TAX CONSIDERATIONS—Requirements for Qualification—Annual Distribution Requirements." Income as computed for purposes of the foregoing tax rules will not necessarily correspond to our income as determined for financial reporting purposes.

        Distributions are authorized by our board of directors and declared by us based upon a number of factors, including:

•

actual results of operations and the amount of funds from operations;



•

restrictions under Maryland law;



•

the timing of investments;



•

our financial condition;



•

our obligation to pay debt service on our borrowings;



•

capital expenditure requirements;



•

our taxable income;



•

the annual distribution requirements under the REIT provisions of the Internal Revenue Code;



•

our operating expenses; and



•

other factors our directors deem relevant.

        Our ability to make distributions to our stockholders depends upon our receipt of distributions from our operating partnership, Newkirk MLP, which may depend, in part, on our Advisor's management of our business.

        We may not be able to generate sufficient revenue from operations to pay distributions to our stockholders. In addition, our directors may change our distribution policy in the future. See "RISK FACTORS."

        Distributions to our stockholders are generally taxable to our stockholders as ordinary income, although a portion of these distributions may be designated by us as capital gains to the extent they are attributable to capital gain income recognized by us, or may constitute a return of capital to the extent they exceed our earnings and profits as determined for tax purposes.

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        Our articles of incorporation allow us to issue preferred stock with a preference on distributions. We currently have no intention to issue any such preferred stock with a preference on distributions but if we do, the dividend preference on such preferred stock could limit our ability to make a dividend distribution to our common stockholders.

        Since January 1, 2003, Newkirk MLP has made distributions to its limited partners in the aggregate amount of $105,683,000.

        Our initial distribution, covering a partial quarter commencing on the date of the closing of this offering and ending on December 31, 2005, is expected to be $                               per share, which represents a pro rata distribution based on a full quarterly distribution of $            per share. We also expect to maintain this distribution rate for 2006. On an annualized basis, this would be $            per share, or an annual distribution rate of approximately            % based on our initial public offering price. The following discussion and the information set forth in the table and footnotes below should be read in conjunction with the Newkirk MLP consolidated financial statements and notes thereto, the pro forma consolidated financial information and notes thereto, and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Liquidity and Capital Resources" included elsewhere in this Prospectus.

        Our initial annual distribution rate after the offering is based on an estimate of cash available for distribution. Our estimate of cash available for distribution, a non-GAAP financial measure, is based on estimated pro forma adjusted funds from continuing operations for the twelve months ending March 31, 2005, with certain adjustments based on the items described below. To estimate cash available for distribution for the twelve months ending March 31, 2005, pro forma adjusted funds from continuing operations for the twelve months ended March 31, 2005 was adjusted for certain non-GAAP adjustments consisting of (A) revising historical rent estimates from a straight-line GAAP basis to amounts currently being paid by tenants based on contractual rents, (B) pro forma amortization of deferred financing fees and (C) scheduled debt principal payments. The estimate of cash available for distribution is being made solely for the purpose of setting the initial distribution rate and is not intended to be a projection or forecast of our results of operations or liquidity, nor is the methodology upon which such adjustments were made necessarily intended to be a basis for determining future distributions. Future distributions will be at the discretion of our board of directors. There can be no assurance that any distributions will be made or that the estimated level of distributions will be maintained in the future.

        We believe that our estimate of cash available for distribution constitutes a reasonable basis for setting the initial distribution rate, and we expect to maintain initial distribution rate through the end of 2006 unless actual results of operations, economic conditions or other factors differ from the assumptions used in the estimate. Our actual results of operations will be affected by a number of factors, including the revenue received from the Newkirk properties, interest expense, the ability of tenants to meet their obligations and unanticipated capital expenditures. No assurance can be given that our estimate will prove accurate. Actual results may vary substantially from the estimate.

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        The following table describes the calculation of pro forma adjusted funds from continuing operations for the twelve months ended March 31, 2005 and the adjustments we made in estimating cash available for distribution for the twelve months ending March 31, 2005:

(1)

Minority interest refers to aggregate minority interests in Newkirk partnerships

(2)

Adjusted funds from continuing operations is a non-GAAP financial measure which represents "funds from operations" as defined by NAREIT, excluding net income (loss) from discontinued operations, adjusted to add back asset impairment charges and non-cash restricted stock issuances. NAREIT defines funds from operations as net income, computed in accordance with generally accepted accounting principles or GAAP, excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Management considers adjusted funds from continuing operations a useful additional measure of performance for an equity REIT because it facilitates an understanding of the operating performance of its properties without giving effect to real estate depreciation and amortization, which assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, we believe that adjusted funds from continuing operations provides a more meaningful and accurate indication of our performance. Further, adjusted funds from continuing operations does not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and

50

uncertainties, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions.

(3)

Represents the effect of adjusting straight-line rental income included in pro forma funds from continuing operations from the straight-line accrual basis under GAAP to amounts currently being paid by tenants.

(4)

Represents amortization expenses incurred in connection with the refinancing with KeyBank and Bank of America and other financings in place.

(5)

Our share of pro forma estimated cash available for distribution and estimated initial annual cash distributions to our stockholders is based on our approximately            % interest in Newkirk MLP.

(6)

Based on a total of                        shares of our common stock to be outstanding after the closing of this offering and the completion of the formation transactions multiplied by an anticipated distribution per share of            .

(7)

Calculated as estimated initial annual cash distributions to our stockholders divided by our share of estimated cash available for distribution for the twelve months ending March 31, 2005. The payout ratio based on our share of estimated pro forma adjusted funds from operations for the twelve months ending March 31, 2005 is            %.

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CAPITALIZATION

        The following table sets forth the capitalization as of March 31, 2005, for Newkirk MLP on a historical basis, and as adjusted to give effect on that date to (i) the exercise of the T-Two option, (ii) the refinancing arrangement with KeyBank and Bank of America and (iii) the sale of                        shares of our common stock at an assumed public offering price of $            per share.

        This table should be read in conjunction with the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Newkirk MLP consolidated financial statements and notes thereto, and the unaudited condensed pro forma financial information and notes thereto included elsewhere in this prospectus.