-----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, LL1xAutngvaRC3GgbCuIBWxTCtsR+IoXyIwuj1bIM7ZPz7bsvO/HNkVFEXnSFdAC zUaanxTgyFfXdY++WXwM/A== 0001193805-07-001670.txt : 20070618 0001193805-07-001670.hdr.sgml : 20070618 20070618152820 ACCESSION NUMBER: 0001193805-07-001670 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070612 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070618 DATE AS OF CHANGE: 20070618 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: 07925684 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 e602278_8k-winthrop.txt FORM 8-K 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) June 12, 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 1.01. Entry into a Material Definitive Agreement. On June 12, 2007, WRT Realty, L.P. (the "Partnership") entered into an Amended and Restated Limited Liability Company Agreement of Lex-Win Acquisition LLC (the "Operating Agreement"), among The Lexington Master Limited Partnership ("Lexington"), VII Wells Holdings, L.L.C. ("VII Wells") and the Partnership. The business of Lex-Win Acquisition LLC ("Lex-Win") is to acquire, through means of a tender offer or otherwise, own, hold, sell, transfer, hypothecate and ultimately dispose of shares of Wells Real Estate Investment Trust, Inc. The membership interests in Lex-Win are equally owned by the Partnership, VII Wells and Lexington. The Operating Agreement provides that Lex-Win will be the exclusive vehicle through which the members acquire interests in Wells Real Estate Investment Trust, Inc. The affairs of Lex-Win are governed by a management committee consisting of one member appointed by each of the Partnership, VII Wells and Lexington. Substantially all decisions to be made by Lex-Win require the consent of all members of the Management Committee. The foregoing description is qualified in its entirety by reference to the Operating Agreement, which will be attached as an exhibit to Winthrop Realty Trust's Quarterly Report on Form 10-Q for the period ended June 30, 2007, which Winthrop Realty Trust intends to file in August 2007. Item 8.01. Other Events. On June 12, 2007, Winthrop Realty Trust announced that Lex-Win enhanced its previously announced tender offer to increase the price per share to $9.30 and to increase the number of shares of Wells Real Estate Investment Trust, Inc. being sought to 45,000,000. The foregoing description is qualified in its entirety by reference to the press release issued June 12, 2007, which is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated June 12, 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 18th day of June, 2007. WINTHROP REALTY TRUST By: /s/ Peter Braverman --------------------------------- Peter Braverman President EX-99.1 2 e602278_ex99-1.txt PRESS RELEASE Contact: Beverly Bergman of Winthrop Realty Trust, +1-617-570-4614; or Carol Merriman, VP Investor Relations & Corporate Development of Lexington Realty Trust, +1-212-692-7264, cmerriman@lxp.com FOR IMMEDIATE RELEASE June 12, 2007 LEXINGTON REALTY TRUST AND WINTHROP REALTY TRUST ENHANCE OFFER FOR COMMON SHARES IN WELLS REAL ESTATE INVESTMENT TRUST, INC. New York, June 12 - Lexington Realty Trust (NYSE:LXP) and Winthrop Realty Trust (NYSE:FUR) today announced that their joint tender offer being made through Lex-Win Acquisition LLC ("Lex-Win") to acquire shares of common stock in Wells Real Estate Investment Trust, Inc. has been enhanced to increase the price per share to $9.30 and to increase the number of shares being sought to 45,000,000. In addition, a third entity unaffiliated with Lexington or Winthrop has been admitted as an equal member in Lex-Win. Lex-Win's offer is scheduled to expire at 5:00 p.m. New York time on June 27, 2007 unless the offer is extended. Lex-Win's offer is being made subject to the terms and conditions set forth in, and solely through its Offer to Purchase, dated May 25, 2007, as amended by Supplement No. 1 thereto dated June 12, 2007, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of shares. Copies of Lex-Win's Offer to Purchase, the related Letter of Transmittal and other tender offer materials may be obtained from Lex-Win's information agent for the offer, MacKenzie Partners, Inc., (212) 929-5500 (call collect), or Toll-Free: (800) 322-2885. This press release is neither an offer to purchase nor a solicitation of an offer to sell shares. The offer is made solely by the Offer to Purchase, dated May 25, 2007, as amended by Supplement No. 1 thereto dated June 12, 2007, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of shares. The offer is not being made to (nor will tenders be accepted from or on behalf of) holders of shares in any jurisdiction in which the making of the offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. -----END PRIVACY-ENHANCED MESSAGE-----