-----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, QnKIEOv2nkr/JFut9FADkfhoIhoGHr7AZf8rsxLzYnM572dHs1eloU8aeAjiMc6m tmwDQQYYXhUM1PKodgY//g== 0001193805-07-001699.txt : 20070622 0001193805-07-001699.hdr.sgml : 20070622 20070622122041 ACCESSION NUMBER: 0001193805-07-001699 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070618 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070622 DATE AS OF CHANGE: 20070622 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: 07935792 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 e602296_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 18, 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 8.01. Other Events. On June 18, 2007, Winthrop Realty Trust (the "Trust") announced that it had received payment on account of four of its mezzanine loans in its Marc Realty office portfolio. The foregoing description is qualified in its entirety by reference to the press release issued June 18, 2007, which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On June 19, 2007, the Trust announced that Lex-Win extended the expiration date of its previously announced tender offer for up to 45,000,000 shares of Wells Real Estate Investment Trust, Inc. at a price of $9.30 per share. The tender offer has been extended so that it will now expire at 5:00 p.m. New York time on July 12, 2007 unless the offer is further extended. The foregoing description is qualified in its entirety by reference to the press release issued June 19, 2007, which is attached as Exhibit 99.2 to this Current Report on Form 8-K. On June 21, 2007, the Trust announced that it made a $17.6 million first mortgage bridge loan secured by the property located at 180 N. Michigan, Chicago, Illinois. The loan bears interest at 7.32% per annum, requires monthly payments of interest only and matures on June 20, 2008. In addition to the stated rate of return, Winthrop is entitled to additional interest of 50% of all capital proceeds after a return to the owner of $4.7 million plus 8.5% thereon. The loan was made in connection with Winthrop's existing relationship with Marc Realty LLC. The foregoing description is qualified in its entirety by reference to the press release issued June 21, 2007, which is attached as Exhibit 99.3 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated June 18, 2007 99.2 Press Release dated June 19, 2007 99.3 Press Release dated June 21, 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 22nd day of June, 2007. WINTHROP REALTY TRUST By: /s/ Peter Braverman ------------------------------- Peter Braverman President EX-99.1 2 e602296_ex99-1.txt PRESS RELEASE DATED JUNE 18, 2007 WINTHROP REALTY TRUST AT THE COMPANY Beverly Bergman (617) 570-4614 WINTHROP REALTY TRUST ANNOUNCES FINANCING OF FOUR LOANS IN ITS MARC REALTY PORTFOLIO Boston, Massachusetts- June 18, 2007-Winthrop Realty Trust (NYSE:FUR) today announced that the three National Place office properties and the office property located at 1051 Perimeter Drive which are part of its Marc Realty portfolio have obtained first mortgage loans in an aggregate principal amount of $56,798,000 and with a weighted average interest rate of 6.338% per annum. Approximately $4,800,000 of the loan proceeds were used to satisfy a substantial portion of Winthrop's 7.65% convertible mezzanine loans with respect to these properties. Winthrop retains its 50% participating interest in each of these properties as well as approximately $5,300,000 in mezzanine loans which require principal payments from future sales or additional financing proceeds from these properties. --------------------- Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts. Additional information on Winthrop Realty Trust is available on its Web site at www.winthropreit.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. With the exception of the historical information contained in this news release, the matters described herein contain "forward-looking" statements that involve risk and uncertainties that may individually or collectively impact the matters herein described. These are detailed from time to time in the "Risk Factors" section of the Company's SEC reports. Further information relating to the Company's financial position, results of operations, and investor information is contained in our annual and quarterly reports filed with the SEC and available for download at our website www.winthropreit.com or at the SEC website www.sec.gov. 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 EX-99.2 3 e602296_ex99-2.txt PRESS RELEASE DATED JUNE 19, 2007 FOR IMMEDIATE RELEASE June 19, 2007 EXPIRATION DATE OF TENDER OFFER FOR COMMON SHARES IN WELLS REAL ESTATE INVESTMENT TRUST, INC. EXTENDED New York, June 19 - Lex-Win Acquisition LLC, a joint venture among Lexington Realty Trust (NYSE:LXP), Winthrop Realty Trust (NYSE:FUR) and an affiliate of Starwood Capital Group Global, L.L.C., today announced that it is extending the expiration date of its tender offer for up to 45,000,000 shares of common stock in Wells Real Estate Investment Trust, Inc. (WLRE) at a price of $9.30 per share. The offer has been extended so that it will now expire at 5:00 p.m. New York time on July 12, 2007 unless the offer is further extended. The extension is being made to afford Wells stockholders the opportunity to receive Lex-Win's most recent mailing in which the price was increased, which mailing is not expected to be completed until early this week. At the close of business on June 18, 2007, Lex-Win had received tenders for 15,602.90638 shares. 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. EX-99..3 4 e602296_ex99-3.txt PRESS RELEASE DATED JUNE 21, 2007 WINTHROP REALTY TRUST AT THE COMPANY Beverly Bergman (617) 570-4614 WINTHROP REALTY TRUST MAKES $17.6 MILLION PARTICIPATING FIRST MORTGAGE LOAN Boston, Massachusetts- June 21, 2007-Winthrop Realty Trust (NYSE:FUR) today announced that it has made a $17.6 million one year first mortgage bridge loan secured by the property located at 180 N. Michigan, Chicago, Illinois. The loan bears interest at 7.32% per annum, requires monthly payments of interest only and matures on June 20, 2008. In addition to the stated rate of return, Winthrop is entitled to additional interest of 50% of all capital proceeds after a return to the owner of $4.7 million plus 8.5% thereon. The loan was made in connection with Winthrop's existing relationship with Marc Realty LLC. ----------------- Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts. Additional information on Winthrop Realty Trust is available on its Web site at www.winthropreit.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. With the exception of the historical information contained in this news release, the matters described herein contain "forward-looking" statements that involve risk and uncertainties that may individually or collectively impact the matters herein described. These are detailed from time to time in the "Risk Factors" section of the Company's SEC reports. Further information relating to the Company's financial position, results of operations, and investor information is contained in our annual and quarterly reports filed with the SEC and available for download at our website www.winthropreit.com or at the SEC website www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----