0001193805-13-001688.txt : 20130926 0001193805-13-001688.hdr.sgml : 20130926 20130926114155 ACCESSION NUMBER: 0001193805-13-001688 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130925 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130926 DATE AS OF CHANGE: 20130926 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: 131116087 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 e611341_8k-wrt.htm FORM 8-K Unassociated Document
 
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) September 25, 2013
 
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

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 7.01.  Regulation FD Disclosure
 
On September 25, 2013, Winthrop Realty Trust issued a press release announcing the commencement of a registered public offering of its common shares of beneficial interest.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On September 26, 2013, Winthrop Realty Trust issued a press release announcing the pricing of a registered public offering of its common shares of beneficial interest.  A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K under Item 7.01, “Regulation FD Disclosure” (including Exhibits 99.1 and 99.2) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it (including Exhibits 99.1 and 99.2) be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.  This Current Report (including Exhibits 99.1 and 99.2) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01.  Financial Statements and Exhibits
 
 
(c) 
Exhibits

 
99.1
Press Release dated September 25, 2013.
 
99.2
Press Release dated September 26, 2013.

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 26th day of September, 2013.
 
 
WINTHROP REALTY TRUST
  
       
 
By:
/s/ Michael L. Ashner  
   
Michael L. Ashner
  
   
Chief Executive Officer
  
       
 
 
 EX-99.1 2 e611341_ex99-1.htm Unassociated Document
 
   
Winthrop Realty
Trust TRADED: NYSE: FUR
7 Bulfinch Place, Suite 500
Boston, MA  02114
 
 
Contact at Winthrop Realty Trust
Beverly Bergman
Investor or Media Inquiries
Phone: (617) 570-4614; e-mail: bbergman@firstwinthrop.com
 
FOR IMMEDIATE RELEASE
September 25, 2013

WINTHROP REALTY TRUST ANNOUNCES OFFERING OF COMMON SHARES OF BENEFICIAL INTEREST

FOR IMMEDIATE RELEASE – BOSTON, September 25 –  Winthrop Realty Trust (NYSE:FUR) (“Winthrop”) today announced it has commenced a public offering of 2,750,000 of its Common Shares of Beneficial Interest.  In connection with the offering, the Company intends to grant the underwriters a 30-day option to purchase up to an additional 412,500 Common Shares of Beneficial Interest on the same terms and conditions.  Stifel, Nicolaus & Company, Incorporated and JMP Securities LLC are acting as joint book-runners for the offering.
 
The offering is being made pursuant to Winthrop’s effective shelf registration statement previously filed with the Securities and Exchange Commission.  The offering of these securities will be made only by means of a prospectus and a related prospectus supplement.  Copies of the prospectus and prospectus supplement may be obtained from Stifel, Nicolaus & Company, Incorporated, One South Street, 15th Floor, Baltimore, MD 21202, Attention: Syndicate Department or by telephone at (443) 224‐1988; or from JMP Securities LLC, 600 Montgomery Street, 10th Floor, San Francisco, California 94111, or by telephone at, (415) 835-8900.

Winthrop intends to use the net proceeds from the offering to fund future acquisitions which may include the recently announced acquisition of four luxury apartment buildings, and/or for general working capital purposes, including funding capital expenditures, tenant improvements and leasing commissions.
 
An electronic copy of the prospectus supplement and the accompanying prospectus will also be available on the website of the Securities and Exchange Commission at http://www.sec.gov.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state.

__________________

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.
 
 
 
 
 
   
Winthrop Realty
Trust TRADED: NYSE: FUR
7 Bulfinch Place, Suite 500
Boston, MA  02114
 
 
“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.

 EX-99.2 3 e611341_ex99-2.htm Unassociated Document
 
   
Winthrop Realty
Trust TRADED: NYSE: FUR
7 Bulfinch Place, Suite 500
Boston, MA  02114
 
 
Contact at Winthrop Realty Trust
Beverly Bergman
Investor or Media Inquiries
Phone: (617) 570-4614; e-mail: bbergman@firstwinthrop.com
 
FOR IMMEDIATE RELEASE
September 26, 2013

WINTHROP REALTY TRUST ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON SHARES

FOR IMMEDIATE RELEASE – BOSTON, September 26 -- Winthrop Realty Trust (NYSE:FUR) (“Winthrop”) announced that it priced a public offering of 2,750,000 of its common shares of beneficial interest at a per share price of $11.45.  Winthrop granted the underwriters an option for 30 days to purchase up to an additional 412,500 shares of common stock in connection with the offering.
 
Winthrop intends to use the net proceeds from the offering to fund future acquisitions which may include the recently announced acquisition of four luxury apartment buildings, and/or for general working capital purposes, including funding capital expenditures, tenant improvements and leasing commissions.
 
The offering is being made pursuant to Winthrop’s effective shelf registration statement previously filed with the Securities and Exchange Commission.  The offering of these securities will be made only by means of a prospectus and a related prospectus supplement.  Copies of the prospectus and prospectus supplement may be obtained from Stifel, Nicolaus & Company, Incorporated, One South Street, 15th Floor, Baltimore, MD 21202, Attention: Syndicate Department or by telephone at (443) 224‐1988; or from JMP Securities LLC, 600 Montgomery Street, 10th Floor, San Francisco, California 94111, or by telephone at, (415) 835-8900
 
An electronic copy of the prospectus supplement and the accompanying prospectus will also be available on the website of the Securities and Exchange Commission at http://www.sec.gov.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state.

__________________

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.
 
 
 
 

 
   
Winthrop Realty
Trust TRADED: NYSE: FUR
7 Bulfinch Place, Suite 500
Boston, MA  02114
 
 
“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.