-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NIA5HUpTUn2mKX7CWkrLtJVSUU3Y6DCv1sTQ0X0Kd+SXzpDL0lEwBhLXA18VFfxr 3lvbWn2GEGglOjWR2M726w== 0001193805-06-000948.txt : 20060410 0001193805-06-000948.hdr.sgml : 20060410 20060410154730 ACCESSION NUMBER: 0001193805-06-000948 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060410 DATE AS OF CHANGE: 20060410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Winthrop Realty Trust CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-131595 FILM NUMBER: 06750872 BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175704614 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 POS AM 1 e600435_posam-winthrop.txt As filed with the Securities and Exchange Commission on April 10, 2006 Registration No. 333-131595 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WINTHROP REALTY TRUST (Exact name of registrant as specified in its charters) Ohio 34-6513659 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 7 Bulfinch Place - Suite 500 Boston, Massachusetts 02114 (617) 570-4600 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) With copies to: Carolyn Tiffany Mark I. Fisher, Esq. Chief Operating Officer and Secretary Elliot Press, Esq. Winthrop Realty Trust Katten Muchin Rosenman LLP 7 Bulfinch Place - Suite 500 575 Madison Avenue Boston, Massachusetts 02114 New York, New York 10022 (617) 570-4614 (212) 940-8800 (Name, address, including zip code, and telephone number, including area code, of agent for service) Approximate date of commencement of sale of the securities to the public: As soon as practicable after this registration statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |_| If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| 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. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| EXPLANATORY NOTE The purpose of this Post-Effective Amendment to the registration statement is solely to add Exhibit No. 99.6 to the registration statement as set forth in Item 16 of Part II below. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Set forth below is an estimate of the approximate amount of the fees and expenses (other than underwriting discounts and commissions) incurred in connection with the sale and distribution of the securities being registered hereby. All amounts are estimated except the Commission registration fee: Securities and Exchange Commission registration fee $ 3,173 Subscription Agent and Information Agent Fees 48,000 NYSE Listing Fee 25,000 Printing and engraving costs 25,000 Accounting fees and expense 50,000 Legal fees and expenses 200,000 Miscellaneous 25,000 -------- TOTAL $376,173 ======== Item 15. Indemnification of Trustees and Officers. Pursuant to Article III, Section 3.3 of our Amended and Restated Declaration of Trust, each trustee, officer, employee and agent of the registrant is entitled to indemnification for any loss, cost, liability or obligation in connection with our property or affairs except for his own acts as constitute bad faith, willful misfeasance or willful disregard of his duties. We have acquired insurance indemnifying our trustees and officers in certain cases and with certain deductible limitations. Item 16. Exhibits. The following exhibits are included as part of this Registration Statement: Exhibit Number Description - -------------- ----------- 3.1 Bylaws of Registrant, as restated through November 8, 2005 (a) 3.2 Amendment to Article VI, Section 6 of Bylaws (i) 3.3 Amended and Restated Declaration of Trust, as amended through November 16, 1999 (b) 3.4 Certificate of Amendment to Amended and Restated Declaration of Trust as of March 6, 2001 (c) 3.5 Amendments to Amended and Restated Declaration of Trust (d) 4.1 Form of Certificate for Shares of Beneficial Interest (e) 4.2 Agreement of Limited Partnership of Newkirk Realty LP (formerly First Union REIT L.P.), dated as of January 1, 2005 (f) 4.3 Certificate of Designations relating to Registrant's Series B-1 Cumulative Convertible Redeemable Shares of Beneficial Interest (g) 4.4 Form of Rights Certificate (j) 5.1 Opinion of Hahn Loeser & Parks LLP regarding legality of securities being registered (j) 10.1 Form of Agreements with Standby Purchasers (j) 23.1 Consent of Deloitte & Touche LLP (j) 23.2 Consent of KPMG LLP (j) 24 Power-of-Attorney (j) 99.1 Form of Instructions as to Use of Rights Certificate (j) 99.2 Form of Notice of Guaranteed Delivery for Rights Certificate (h) 99.3 Form of Letter to Securities Dealers, Commercial Banks, Trust Companies and Other Nominees (h) 99.4 Form of Letter to Clients of Security Holders who are Beneficial Holders and Instruction Owner Form (h) 99.5 Cover Letter to Shareholders (j) 99.6 Supplemental Instructions as to Use of Rights Certificate II-1 - ---------- (a) Incorporated by reference to the Registrant's Form 8-K dated November 10, 2005. (b) Incorporated by reference to the Registrant's 1999 Form 10-K. (c) Incorporated by reference to the Registrant's 2000 Form 10-K. (d) Incorporated by reference to the Registrant's March 31, 2004 Form 10-Q. (e) Incorporated by reference to the Registrant's Registration Statement on Form S-3 No. 33-2818. (f) Incorporated by reference to the Registrant's Form 8-K dated January 1, 2004. (g) Incorporated by reference to the Registrant's Form 8-K dated June 21, 2005. (h) Incorporated by reference to the Registrant's Registration Statement on Form S-3 filed on February 6, 2006. (i) Incorporated by reference to the Registrant's Form 8-K filed on March 13, 2006. (j) Incorporated by reference to Registrant's amended S-3 filed on March 20, 2006. All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable, and, therefore, have been omitted. Item 17. Undertakings. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant undertakes to supplement the Prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer and the amount of unsubscribed securities to be purchased by the standby purchasers. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boston, State of Massachusetts, on April 10, 2006. WINTHROP REALTY TRUST By: /s/ Michael L. Ashner --------------------------- Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Michael L. Ashner* Trustee and Chief Executive Officer April 10, 2006 - ----------------------- Michael L. Ashner /s/ Peter Braverman* Trustee and President April 10, 2006 - ----------------------- Peter Braverman /s/ Thomas Staples* Chief Financial Officer April 10, 2006 - ----------------------- Thomas Staples /s/ Bruce Berkowitz* Trustee April 10, 2006 - ----------------------- Bruce Berkowitz /s/ Arthur Blasberg, Jr.* Trustee April 10, 2006 - ----------------------- Arthur Blasberg, Jr. /s/ Steven Mandis* Trustee April 10, 2006 - ----------------------- Steven Mandis /s/ Talton Embry* Trustee April 10, 2006 - ----------------------- Talton Embry /s/ Howard Goldberg* Trustee April 10, 2006 - ----------------------- Howard Goldberg */s/ Michael L. Ashner ----------------------------------- Michael L. Ashner, Attorney-in-fact EX-99.6 2 e600435_ex99-6.txt SUPPLEMENTAL INSTRUCTIONS WINTHROP REALTY TRUST SUPPLEMENTAL INSTRUCTIONS AS TO USE OF RIGHTS CERTIFICATE We recently sent you a package of materials offering you the opportunity to participate in a rights offering that we are making to all of our shareholders. The package included a blue engraved Rights Certificate. To exercise your subscription rights, you must complete and deliver to the subscription agent the rights certificate included in that package on or before the April 27, 2006 expiration date of the rights offering (unless we extend the expiration date). Set forth below is a summary of instructions for filling out the various boxes contained on the back of the Rights Certificate: - ----- IF YOU WOULD LIKE TO EXERCISE YOUR BASIC SUBSCRIPTION RIGHTS, please Box 1 fill in the number of shares that you would like to purchase on the - ----- first line in Box 1 and fill in the aggregate purchase price for those shares on the second line. You may purchase the number of shares shown in the box in the upper right hand corner of the front side of Rights Certificate or such lesser amount as you may desire. The aggregate purchase price for your exercise of Basic Subscription rights equals the number you have inserted on the first line, multiplied by $5.25. Check the first box included in Box 1 if you are going to be exercising your rights pursuant to a Notice of Guaranteed Delivery because you are concerned that your rights certificate might not properly reach the subscription agent prior to the expiration time of the rights offering. Please, check the appropriate box to indicate your method of payment which should be made at the time you return the completed rights certificate. - ----- IF YOU HAVE FULLY EXERCISED YOUR BASIC SUBSCRIPTION RIGHTS AND YOU WOULD Box 2 LIKE TO EXERCISE THE OVERSUBSCRIPTION PRIVILEGE, please insert the - ----- number of additional shares that you would like to subscribe for in the line provided. You may subscribe for any number of additional shares at a subscription price of $5.25 per share. You do not need to send in payment for oversubscription shares until we inform you how many shares have been allocated to you. - ----- IF YOU ARE EXERCISING YOUR OVERSUBSCRIPTION PRIVILEGE AND YOU ANTICIPATE Box 3 THAT YOUR EXERCISE OF SUBSCRIPTION RIGHTS WILL RESULT IN YOUR - ----- BENEFICIALLY OWNING IN EXCESS OF 9.8% OF OUR COMMON SHARES (approximately 4,472,551 shares), please check the box so that we can arrange to enter into an Ownership Waiver Agreement with you and grant you a waiver from the 9.8% ownership limitation contained in our bylaws. - ----- Box 4 ALL RIGHTS SUBSCRIBERS MUST SIGN AND FILL OUT BOX 4. - ----- - ----- Box 5 ALL RIGHTS SUBSCRIBERS MUST FILL OUT BOX 5. Please insert your Taxpayer - ----- I.D. number and sign and date the certificate contained in Box 5. - ----- IF YOU WOULD LIKE THE SHARES YOU SUBSCRIBE FOR TO BE DELIVERED TO AN Box 6 ADDRESS OTHER THAN THE ONE SHOWN ON THE FACE OF THE RIGHTS CERTIFICATE, - ----- Please fill out Box 6. In that event, your signature in Box 6 must be medallion guaranteed by an Eligible Institution. Please return your completed Rights Certificate to the Subscription Agent, National City Bank, using the pre-addressed envelope included in your offering materials. If you have any questions, please call our Information Agent, MacKenzie Partners, Inc., at (800) 322-2885. 2 -----END PRIVACY-ENHANCED MESSAGE-----