-----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, GIosqK84PLSa9tjuUwEpPhvUmdpAFLv6GL0/d1/m/XnyYTdyx54ql7VDyAnOF94Q IfvTL/ePQXd+/neDXR5meg== 0001193805-07-001862.txt : 20070717 0001193805-07-001862.hdr.sgml : 20070717 20070717172908 ACCESSION NUMBER: 0001193805-07-001862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070711 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070717 DATE AS OF CHANGE: 20070717 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: 07984996 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 e602374_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) July 11, 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 July 11, 2007, WRT Realty, L.P. (the "Partnership") entered into a Second Amended and Restated Limited Liability Company Agreement (the "Operating Agreement") of Lex-Win Acquisition LLC ("Lex-Win"), among The Lexington Master Limited Partnership, the Partnership, VII Wells Holdings, L.L.C., Square Mile Value LLC ("Square Mile") and Stark Wells Holdings, LLC ("Stark"). The purpose of amending and restating the Operating Agreement was to admit Square Mile and Stark as members of Lex-Win. As a result of this admission, the Partnership's interest in Lex-Win was reduced to 28% of the outstanding membership interests. 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 Reports on Form 10-Q for the period ended September 30, 2007, which Winthrop Realty Trust intends to file in November 2007. Item 8.01. Other Events. On July 12, 2007, Winthrop Realty 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 20, 2007 unless the offer is further extended. The foregoing description is qualified in its entirety by reference to the press release issued July 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 July 11, 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 17th day of July, 2007. WINTHROP REALTY TRUST By: /s/ Peter Braverman ------------------- Peter Braverman President EX-99.1 2 e602374_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 July 12, 2007 EXPIRATION DATE OF TENDER OFFER FOR COMMON SHARES IN WELLS REAL ESTATE INVESTMENT TRUST, INC. EXTENDED TO JULY 20, 2007 New York, July 12 - Lex-Win Acquisition LLC, a joint venture among Lexington Realty Trust (NYSE:LXP), Winthrop Realty Trust (NYSE:FUR), an affiliate of Starwood Capital Group Global, L.L.C. and two additional investors, 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. (Other OTC:WLRE.PK) 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 20, 2007. Lex-Win recently has been informed that numerous Wells stockholders had not until recently received the information relating to Lex-Win's offer including, most specifically, individuals whose shares are held in custodial accounts such as IRA or 401k accounts. The extension of the offer is being made to afford all Wells stockholders an opportunity to review the offer materials and make an informed decision. At the close of business on July 12, 2007, Lex-Win had received tenders for 2,787,444 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. -----END PRIVACY-ENHANCED MESSAGE-----