-----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, QQ7UyCoxsl5i6doH7YygJBbrd+kiRD4/bJN7vF3SUXjeCnox79oJGJXCAjwi0Mgi FDTkx3DtIPmdusN9gNwv5A== 0001193805-07-000075.txt : 20070116 0001193805-07-000075.hdr.sgml : 20070115 20070116083016 ACCESSION NUMBER: 0001193805-07-000075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070110 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070116 DATE AS OF CHANGE: 20070116 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 07530532 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 8-K 1 e601407_8k-winthrop.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) January 10, 2007 WINTHROP REALTY TRUST ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Ohio ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-06249 34-6513657 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (617) 570-4614 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) n/a ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On January 10, 2007, the Board of Trustees of Winthrop Realty Trust ("Winthrop") unanimously adopted a change to ARTICLE II, Section 8 of Winthrop's bylaws to provide that in addition to any other approvals required by the Conflicts Committee of the Board of Trustees of Winthrop, if any, all investments made by Winthrop in excess of $5,000,000 (other than investments in government insured securities) and all dispositions made by Winthrop in excess of $5,000,000 shall require the prior approval of a majority of Winthrop's trustees. The previous thresholds were $1,500,000 on investments and $2,000,000 on dispositions. The full text of the bylaw amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (c) Exhibits 3.1 Amendment to Bylaws, adopted January 10, 2007 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 15th day of January, 2007. WINTHROP REALTY TRUST By: /s/ Peter Braverman ----------------------- Peter Braverman President EX-3.1 2 e601407_ex3-1.txt AMENDMENT TO BYLAWS, ADOPTED JAN 10, 2007 Exhibit 3.1 Section 8. Acquisitions and Dispositions. In addition to any other approvals required by the Conflicts Committee of the Board of Trustees, if any, all investments made by the Trust in excess of $5,000,000 (other than investments in government insured securities) and all dispositions made by the Trust in excess of $5,000,000 shall require the prior approval of a majority of the Trustees. -----END PRIVACY-ENHANCED MESSAGE-----