X0201 3/A 2003-06-30 2003-06-30 0 0001165460 NEWKIRK MASTER LP xxx 0001245394 WEM BRYNMAWR ASSOCIATES LLC PO BOX 9507 BOSTON MA 02114 0 0 1 0 0001247211 AP3 WEM WIN TENDER LLC PO BOX 9507 BOSTON MA 02114 0 0 1 0 0001247219 NEWKIRK STOCK LLC PO BOX 9507 BOSTON MA 02114 0 0 1 0 0001247203 NEWKIRK TENDER HOLDINGS LLC PO BOX 9507 BOSTON MA 02114 0 0 1 0 0001247215 NK CR HOLDINGS LLC PO BOX 9507 BOSTON MA 02114 0 0 1 0 0001247221 WEM FUND 1998 LP PO BOX 9507 BOSTON MA 02114 0 0 1 0 0001245395 WEM WIN TENDER ASSOCIATES LLC PO BOX 9507 BOSTON MA 02114 0 0 1 0 0001249223 APOLLO REAL ESTATE MANAGEMENT III LP TWO MANHATTANVILLE ROAD PURCHASE NY 10577 0 0 1 0 Right to Purchase Units 0 2004-01-15 2004-07-14 Units of Limited Partnership Interest 217418 I Through Newkirk NL Holdings LLC and Newkirk RE Holdings LLC Obligation to Purchase Units 0 2003-12-01 2004-01-14 Units of Limited Partnership Interest 217418 I Through Newkirk NL Holdings LLC and Newkirk RE Holdings LLC Obligation to Purchase Units 0 2004-01-01 2004-03-31 Units of Limited Partnership Interest 2731 I Through AP3-WEM WIN Tender LLC Obligation to Purchase Units 0 2004-01-01 2004-03-31 Units of Limited Partnership Interest 18326 I Through AP-WIN Associates L.L.C. This amendment amends the Form 3 filed June 30, 2003 (the "Form 3"), which reported the holdings of units of limited partnership interest ("Units") beneficially owned by the undersigned and by the entities and individual listed on the exhibit to this Form 3 (the “Reporting Persons”). This amendment is being filed to correct the exercise price of the derivative securities reported on the Form 3 and to add to Table II disclosure relating to certain additional derivative securities that are beneficially owned by certain of the Reporting Persons. The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d) of the Exchange Act. Because the SEC's electronic filing system will not allow more than ten joint filers on one Form 3, the holdings of the Reporting Persons are being reported on two identical Form 3s. These securities are held directly by Newkirk NL Holdings LLC and Newkirk RE Holdings LLC. In accordance with instruction 5(b)(iv) of Form 3, each of WEM-Brynmawr Associates LLC, Michael L. Ashner, Apollo Real Estate Investment Fund III, L.P., Apollo Real Estate Advisors III, L.P. and Apollo Real Estate Management III, L.P. is reporting the full amount of such holding but disclaims beneficial ownership over such securities for purposes of Section 16 of the Exchange Act, except to the extent of their respective pecuniary interest therein. No Reporting Person herein other than those Reporting Persons referred to in this footnote has any pecuniary interest in these securities. Pursuant to an agreement, dated as of July 8, 1998, as amended as of December 31, 2001 (the “Agreement”), Newkirk NL Holdings LLC and Newkirk RE Holdings LLC (collectively, “Newkirk”) have the right to acquire from Vornado Newkirk L.L.C. (“Vornado”) 217,418 Units (the “Newkirk Option”). In addition, pursuant to the Agreement Vornado has the right to obligate Newkirk to acquire such Units (the “Vornado Option”). The amount payable in either scenario is subject to adjustment based upon a formula set forth in the Agreement. If the Newkirk Option were exercisable and exercised as of the date hereof, Newkirk would be required to pay approximately $4,119,610 to Vornado. If the Vornado Option were exercisable and exercised as of the date hereof, Newkirk would be required to pay approximately $3,425,456 to Vornado. These securities are held directly by AP3-WEM WIN Tender LLC. In accordance with instruction 5(b)(iv) of Form 3, each of WEM-WIN Tender Associates, LLC, Michael L. Ashner, Apollo Real Estate Investment Fund III, L.P., Apollo Real Estate Advisors III, L.P. and Apollo Real Estate Management III, L.P. is reporting the full amount of such holding but disclaims beneficial ownership over such securities for purposes of Section 16 of the Exchange Act, except to the extent of their respective pecuniary interest therein. No Reporting Person other than those referred to in this footnote has any pecuniary interest in the securities held by AP3-WEM WIN Tender LLC. The Issuer will have the right to require AP3-WEM WIN Tender LLC and AP-WIN Associates L.L.C., upon at least 61 days prior written notice, to acquire 2,730.88 Units and 18,325.59 Units, respectively, in exchange for limited partnership interests currently held by such entities in two partnerships. These securities are held directly by AP-WIN Associates L.L.C. In accordance with instruction 5(b)(iv) of Form 3, each of WEM Fund 1998 Limited Partnership, Michael L. Ashner, Apollo Real Estate Investment Fund III, L.P., Apollo Real Estate Advisors III, L.P. and Apollo Real Estate Management III, L.P. is reporting the full amount of such holding but disclaims beneficial ownership over such securities for purposes of Section 16 of the Exchange Act, except to the extent of their respective pecuniary interest therein. No Reporting Person other than those referred to in this footnote has any pecuniary interest in the securities held by Apollo-WIN Associates L.L.C. Michael L. Ashner 2003-08-05