SC 13D/A 1 e605311_13da-maguire.htm Unassociated Document
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________

SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 2)
_______________________
 
MAGUIRE PROPERTIES, INC.
(Name of Issuer)

Series A Preferred Stock, Par Value $.01 per share
(Title of Class of Securities)

559775200
(CUSIP Number of Class
 of Securities)
_______________________

Carolyn Tiffany
David J. Heymann
WRT Realty, L.P.
Post Heymann & Koffler LLP
7 Bulfinch Place
Two Jericho Plaza
Suite 500
Wing A, Suite 211
Boston, Massachusetts 02114
Jericho, New York  11753
(617) 570-4614
(516) 681-3636
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 8, 2009
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).   
 
(continued on next page(s))
Page 1 of 4
 
CUSIP NO.  559775200
13D
Page 2 of 4
 
1
NAME OF REPORTING PERSON
 
WRT Realty, L.P.
I.R.S. I.D. No.:
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
945,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
945,000
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
945,000 Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.45%
14
TYPE OF REPORTING PERSON
 
PN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
2
 
CUSIP NO.  559775200
13D
Page 3 of 4
 
1
NAME OF REPORTING PERSON
 
Winthrop Realty Trust
I.R.S. I.D. No.:
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
945,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
945,000
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
945,000 Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.45%
14
TYPE OF REPORTING PERSON
 
OO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
3
 
This Amendment No. 2 amends certain information contained in the Schedule 13D filed with the Securities Exchange Commission (“SEC”) jointly by WRT Realty, L.P., a Delaware limited partnership (“WRT”), and Winthrop Realty Trust, an Ohio business trust (“Winthrop”) on March 17, 2009, as amended by Amendment No.1 filed with the SEC on April 7, 2009 (the “13D”) with respect to shares of Series A Preferred Stock, par value $.01 per share (the “Preferred Stock”) of Maguire Properties, Inc., a Maryland corporation (the “Issuer”).  Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D.
 
Item 4.  Purpose of Transaction.

Item 4 of the 13D is amended by adding the following:

On April 8, 2009, the Issuer sent to Winthrop a letter advising Winthrop that the Issuer had elected to deny Winthrop’s request for a waiver to permit Winthrop to acquire Preferred Shares in excess of the ownership limit set forth in the Issuer’s organizational documents subject to certain restrictions.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d-1(k), this Schedule 13D is filed jointly on behalf of each of the Reporting Persons.

Dated as of:  April 13, 2009
 
  WRT REALTY, L.P.      
           
 
By:
Winthrop Realty Trust,
Its General Partner
               
    By: /s/ Carolyn Tiffany      
      Carolyn Tiffany      
               
               
  WINTHROP REALTY TRUST      
               
  By: /s/ Carolyn Tiffany      
    Carolyn Tiffany