-----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, TrYSdzubwUiO1R5O9NL6Gd9tQ0400ClSMDdRJD+MKnHLcxjxshtXHaYdITDGAo++ jG9BzMycRRBpuWo1BwO12g== 0001193805-08-000949.txt : 20080328 0001193805-08-000949.hdr.sgml : 20080328 20080328160408 ACCESSION NUMBER: 0001193805-08-000949 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080325 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080328 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: 08719397 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 e603567_8k-winthrop.txt 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 25, 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 2.01. Completion of Acquisition or Disposition of Assets. On March 25, 2008, Winthrop Realty Trust (the "Trust") sold in a block trade all of its 3,500,000 shares held in Lexington Realty Trust ("Lexington") for a net sales price of $52,850,000. The Trust had originally acquired the shares on November 7, 2005 in connection with the initial public offering of Newkirk Realty Trust, Inc. which was subsequently merged with and into Lexington. The Trust acquired the shares for $50,000,000 in cash and the assignment of certain exclusivity rights relating to net lease assets which was valued at $20,000,000. Since there initial acquisition in November 2005, the Trust had received total dividends on these shares of approximately $21,000,000. The shares sold constituted all shares held by the Trust in Lexington. The Trust previously took an other-than-temporary impairment on these shares at December 31, 2007 in accordance with applicable accounting rules which reduced the Trust's carrying value in the shares to $50,280,000. As a result, the Trust will recognize a gain on sale of approximately $2,030,000 during the first quarter of 2008. A copy of the press release issued on March 25, 2008 with respect to the foregoing sale of shares is attached hereto as exhibit 99.1 ITEM 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press Release dated March 25, 2008 SIGNATURES 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 27th day of March, 2008. WINTHROP REALTY TRUST By: /s/ Peter Braverman ----------------------- Peter Braverman President EX-99.1 2 e603567_ex99-1.txt WINTHROP REALTY TRUST AT THE COMPANY Beverly Bergman (617) 570-4614 WINTHROP REALTY TRUST SELLS ALL OF ITS SHARES IN LEXINGTON REALTY TRUST Boston, Massachusetts - March 25, 2008/PRNewswire-FirstCall/ - Winthrop Realty Trust (NYSE:FUR), announced today that it has sold all of its 3,500,000 common shares held in Lexington Realty Trust in a block trade for a net purchase price of approximately $53,000,000. Winthrop will recognize a gain of approximately $2,000,000 during the first quarter of 2008 with respect to this transaction. 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. -----END PRIVACY-ENHANCED MESSAGE-----