-----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, SzllfTPuaZgjoBnXSfBdikFF6RHLGIcw0nAxX0BAr5pfZDSWiJ37LHTY+ZZpfPBC rMlSJtxGiY6oazeKIRmamg== 0001193805-08-000879.txt : 20080319 0001193805-08-000879.hdr.sgml : 20080319 20080319172126 ACCESSION NUMBER: 0001193805-08-000879 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080314 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080319 DATE AS OF CHANGE: 20080319 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: 08700133 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 e603525_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) March 14, 2008 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Bruce Berkowitz resigned as a trustee of the Winthrop Realty Trust ("Winthrop") effective at the close of business March 14, 2008. Mr. Berkowitz advised Winthrop that his resignation was due to the growth and relocation of Fairholme Capital Management to Miami which no longer allows the time required to be a trustee of Winthrop and other companies. On March 17, 2008, Steven Zalkind was appointed as trustee of Winthrop to fill the vacancy created by Mr. Berkowitz's resignation. Mr. Zalkind was not appointed as a trustee pursuant to any arrangement or understanding between him and any other persons. It is expected that Mr. Zalkind will be appointed to the following Committees of Winthrop's Board of Trustees: Audit; Compensation; Nominating and Corporate Governance; and Conflicts. Neither Mr. Zalkind nor any of his affiliates was party to any transaction with Winthrop or its subsidiaries during 2007 nor is there currently any transaction involving such parties in which the amount involved exceeds $120,000. Mr. Zalkind is not party to any material plan, contract or arrangement or in which he participates relating to his position with Winthrop. A press release relating to Mr. Berkowitz's resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated March 17, 2008 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 19th day of March, 2008. WINTHROP REALTY TRUST By: /s/ Peter Braverman -------------------------- Peter Braverman President EX-99.1 2 e603525_ex99-1.txt WINTHROP REALTY TRUST ANNOUNCES THE RESIGNATION OF BRUCE BERKOWITZ AS A TRUSTEE AND THE APPOINTMENT OF STEVEN ZALKIND AS A TRUSTEE FOR IMMEDIATE RELEASE Boston, Massachusetts - March 17, 2008 - Winthrop Realty Trust (NYSE:FUR), announced today that Bruce Berkowitz has resigned as a member of the Company's Board of Trustees effective at the close of business on March 14, 2008 and that Steven Zalkind has been elected as a member of the Company's Board of Trustees effective March 17, 2008 to fill the vacancy. Mr. Berkowitz, a member of the Company's Board since 2000, stated "Sadly, the growth and relocation of Fairholme Capital Management to Miami no longer allows the time required to be a trustee of Winthrop and other companies. Fairholme and its affiliates will remain a significant shareholder of Winthrop and look forward to a prosperous future with the company." Mr. Zalkind has been a principal of Resource Investments Limited, LLC, a real estate investment firm, that has been involved in the acquisition of over 26,000 multi-family apartment units and 2,000,000 square feet of commercial shopping centers and office buildings. Mr. Zalkind currently serves as the Chairman and Chief Executive Officer of Resource Investments Limited. Michael L. Ashner, the Chairman and Chief Executive Officer of the Company, stated "We thank Bruce for his invaluable service to the Company over the years. Although Bruce will be missed in the Board room, I look forward to his continued counsel as a friend and as a significant shareholder in the Company." Mr. Ashner continued "I am delighted with the addition of Steve Zalkind to our Board as his real estate expertise can only serve to strengthen our Company particularly in light of the current challenging economic climate." About Winthrop Realty Trust Winthrop Realty Trust is real estate investment trust (REIT) that owns, manages and lends to real estate and related investments, both directly and through joint ventures. Winthrop Realty Trust is listed on the New York Stock Exchange and trades under the symbol "FUR." The Company has executive offices in Boston, Massachusetts and Jericho, New York. For more information please visit 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 the Company's annual and quarterly reports filed with the SEC and available for download at its website www.winthropreit.com or at the SEC website www.sec.gov. AT THE COMPANY Beverly Bergman (617) 570-4614 -----END PRIVACY-ENHANCED MESSAGE-----