0001193805-15-000260.txt : 20150218 0001193805-15-000260.hdr.sgml : 20150216 20150217145914 ACCESSION NUMBER: 0001193805-15-000260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150213 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 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: 15621372 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 e613358_8k-wrt.htm 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) February 13, 2015
 
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
 
On January 23, 2015, WRT-Property Holdings LLC, an indirect wholly-owned subsidiary of Winthrop Realty Trust (the “Trust”) entered into a purchase agreement (the “Purchase Agreement”) with Kennedy-Wilson Holdings, Inc. (“KW”) to sell its interest in Vintage Housing Holdings, LLC (“VHH”).  The purchase price, which was determined through direct negotiations between the Trust and KW, is approximately $85.6 million.
 
KW’s $7.5 million deposit under the Purchase Agreement became non-refundable (subject to customary termination rights for, among other conditions, failure to obtain consents, a breach of the Purchase Agreement by the Trust or not permitted by law) on February 13, 2015.  The closing of the acquisition is expected to be consummated in the first half of 2015, subject to customary closing conditions.
 
The information in this report (including Exhibit 99.1) is being furnished and shall not be deemed to be “filed” for 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 be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
 
Item 8.01 Other Items

On February 17, 2015, the Trust issued a press release with respect to the transaction described in Item 7.01.  A copy of the Press Release is furnished as Exhibit 99.1 to this Report on Form 8-K.
 
The information in this Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.
 
 
(c)
 
99.1
Exhibits
 
Press Release dated February 17, 2015
 
 
 
 
 
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 17th day of February, 2015.
 
  WINTHROP REALTY TRUST  
       
 
By:
/s/ Carolyn Tiffany  
   
Carolyn Tiffany
  
   
President
  
       
 
 
 
 
 
Exhibit Index
 
 
99.1
Press Release dated February 17, 2015
 
 
 
 
 EX-99.1 2 e613358_ex99-1.htm Unassociated Document
 
Contact at Winthrop Realty Trust
Carolyn Tiffany
Investor or Media Inquiries
Phone: (617) 570-4614; e-mail: ctiffany@firstwinthrop.com
FOR IMMEDIATE RELEASE
February 17, 2015

WINTHROP REALTY TRUST ANNOUNCES AGREEMENT TO SELL ITS INTEREST IN ITS VINTAGE HOUSING VENTURE
 
FOR IMMEDIATE RELEASE – BOSTON, February 17, 2015/ -- Winthrop Realty Trust (NYSE:FUR) (“Winthrop”) announced today that it has entered into an agreement to sell its interest in its Vintage Housing Venture to Kennedy-Wilson Holdings Inc.  The sale, which is subject to customary conditions, including obtaining certain third party consents, is expected to close, if at all, in the second quarter of 2015.  Winthrop estimates that the net proceeds from the sale will be approximately $85.6 million.
__________________

About Winthrop Realty Trust

Winthrop, headquartered in Boston, Massachusetts, is a NYSE-listed real estate investment trust (REIT).  Winthrop’s shareholders recently adopted a plan of liquidation pursuant to which Winthrop is liquidating and winding down and, in connection therewith, is seeking to sell its assets in an orderly fashion to maximize shareholder value.  For more information, please visit our web-site at 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.