DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): April 18, 2013

COMMONWEALTH REIT

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-9317	04-6558834
(Commission File Number)	(IRS Employer Identification No.)

Two Newton Place, 255 Washington Street,
Suite 300, Newton, Massachusetts	02458-1634
(Address of Principal Executive Offices)	(Zip Code)

(617) 332-3990

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x   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 8.01.  Other Information

On April 18, 2013, CommonWealth REIT (the “Company”), responded to a record date request by Corvex Management LP (“Corvex”) and Related Fund Management, LLC (“Related”, and together with Corvex “Corvex/Related”) in connection with Corvex/Related’s attempt to begin a consent solicitation to remove the Company’s entire Board of Trustees.  A copy of the Company’s response letter to the requesting shareholders and a press release issued by the Company in connection with such response are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated into this Item 8.01 by reference.

The Company, its trustees and certain of its executive officers and Reit Management & Research LLC and certain of its directors, officers and employees may be deemed to be participants in the solicitation of consent revocations from shareholders in connection with the consent solicitation being conducted by Corvex/Related and certain of their affiliates (the “Consent Solicitation”). On April 1, 2013, the Company filed a revised preliminary consent revocation statement with the Securities and Exchange Commission (the “SEC”) in response to the Consent Solicitation. The Company will furnish a definitive consent revocation statement to its shareholders, together with a BLUE consent revocation card, when they become available. SHAREHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Additional information regarding the identity of these potential participants and their direct or indirect interests, by share holdings or otherwise, is set forth in the revised preliminary consent revocation statement filed with the SEC and other materials to be filed with the SEC in connection with the Consent Solicitation.

Shareholders will be able to obtain, free of charge, copies of the consent revocation statement and any other documents to be filed by the Company with the SEC in connection with the Consent Solicitation at the SEC’s website (http://www.sec.gov), at the Company’s website (http://www.cwhreit.com) or by requesting materials from the firm assisting the Company in the solicitation of consent revocations, Innisfree M&A Incorporated, toll-free at 877-750-5836.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

99.1Letter to Requesting Shareholders dated April 18, 2013

99.2Press Release dated April 18, 2013

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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.

	COMMONWEALTH REIT
	By:	/s/ John C. Popeo
	Name:	John C. Popeo
	Title:	Treasurer and Chief Financial Officer
Date: April 18, 2013

EX-99.1

Exhibit 99.1

	April 18, 2013
Corvex Master Fund LP	Partha Chattoraj, Esq.
(a Cayman Island Limited	Allegaert, Berger & Vogel LLP
Partnership)	111 Broadway (20th floor)
Corvex Management LP	New York, NY 10006
712 Fifth Avenue (23rd floor)
New York, NY 10019	David R. Johnson
Attn.: Mr. Keith Meister	206 Island View Lane
Ms. Rupal Doshi	Seneca, South Carolina 29672

Eduardo Gallardo, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

RE:Record Date Request

Ladies and Gentlemen:

I have received a letter from Mr. Meister and Ms. Doshi dated April 12, 2013 by hand delivery on that date together with various enclosures including several other letters dated April 11 and numerous exhibits thereto.  It appears that the April 12 letter may be intended as a cover letter and the other letters and documents are back up materials; a copy of the April 12 letter without the enclosures is attached for your convenience.

I call your attention to the fact your statements concerning when the CWH Board is required to respond to requests for a record date for your proposed consent solicitation are mistaken.  Section 2.15 of the CWH Bylaws provides, in part, as follows:

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“Upon receiving the Consent Record Date Request Notice, the Board of Trustees may fix a Consent Record Date.  The Consent Record Date shall not precede, and shall not be more than 60 days after the close of business on, the date on which the resolution fixing the Consent Record Date is adopted by the Board of Trustees.  If the Board of Trustees, within 30 days after the date on which a valid Consent Record Date Request Notice is received, fails to adopt a resolution fixing the Consent Record Date, the Consent Record Date shall be the close of business on the 60th day after the applicable Consent Record Date Request Notice is received by the secretary.”

Accordingly, the CWH Board has 30 days to definitively respond before an automatic record date is set, rather than having 10 days to respond to a request for a record date as suggested in the April 12 letter.  In addition, as you note in your letter, the Board’s obligation to fix a record date is subject to the Board finding the requests fully comply with the requirements for a shareholder request to fix a record date.

Although CWH has not completed its review of the documents which accompanied the April 12 letter, it appears that your requests for a record date may be invalid for at least the following reasons:

1.The Board has not been able to locate any evidence in your submission that Corvex, any affiliated person, or any combination thereof, have owned three percent of CWH’s shares for three years as required by the CWH Bylaws.

2.The Consent Solicitation Statement enclosed with your April 12 letter seeks removal of CWH’s entire Board of Trustees “without cause”.  As you know, CWH’s Board has elected to be covered by the Maryland Unsolicited Takeovers Act, and the CWH Declaration of Trust provides that its Trustees may be removed only “for cause”.

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3.A share certificate for 2,500 shares held by Corvex Master Fund LP is enclosed but it is unclear if this certificate represents all of the shares owned by that entity, and it appears that there are no additional certificates for the other purported shareholders who may be joining in this request, as required by the CWH Bylaws.

If you wish to provide more information regarding share ownership, to present a consent based upon some alleged cause or to make other corrections, please do so as soon as possible so the Board may consider such information before the period within which it may definitively respond to your requests.

Finally, the CWH Board has asked me to remind you that certain Corvex entities have commenced litigation in the Maryland Circuit Court for Baltimore City which raises issues that Corvex contends are relevant to your requests.  The Board suggests that you may want to consider withholding your requests for a record date until that Court or the arbitration panel which has been constituted to resolve disputes concerning the CWH Bylaws among other matters have had an opportunity to consider the matters in that litigation and issue appropriate rulings.

		Very truly yours,
		/s/ Jennifer B. Clark
		Jennifer B. Clark
		Secretary
cc:	Related Fund Management, LLC
	60 Columbus Circle
	New York, NY 10023
	Attn: Mr. Jeff Blau

* * * * *

Additional Information Concerning the Consent Solicitation

The Company, its trustees and certain of its executive officers and Reit Management & Research LLC and certain of its directors, officers and employees may be deemed to be participants in the solicitation of consent revocations from shareholders in connection with the consent solicitation being conducted by Corvex Management LP, Related Fund Management, LLC and certain of their affiliates (the “Consent Solicitation”). On April 1, 2013, the Company filed a revised preliminary consent revocation statement with the Securities and Exchange Commission (the “SEC”) in response to the Consent Solicitation. The Company will furnish a definitive consent revocation statement to its shareholders, together with a BLUE consent revocation card, when they become available. SHAREHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Additional information regarding the identity of these potential participants and their direct or indirect interests, by share holdings or otherwise, is set forth in the revised preliminary consent revocation statement filed with the SEC and other materials to be filed with the SEC in connection with the Consent Solicitation.

Shareholders will be able to obtain, free of charge, copies of the consent revocation statement and any other documents to be filed by the Company with the SEC in connection with the Consent Solicitation at the SEC’s website (http://www.sec.gov), at the Company’s website (http://www.cwhreit.com) or by requesting materials from the firm assisting the Company in the solicitation of consent revocations, Innisfree M&A Incorporated, toll-free at 877-750-5836.

Corvex Management LP
712 Fifth Avenue, 23rd Floor
New York, New York 10019

April 12, 2013

CommonWealth REIT

Two Newton Place

255 Washington Street

Newton, MA 02458-1634

Attention: Jennifer Clark, Secretary

RE: Request for a Record Date

Ms. Clark:

Enclosed are letters from (i) Corvex Master Fund LP, (ii) David R. Johnson and (iii) Cede & Co. All of the letters request a record date to determine the shareholders entitled to act by written consent to remove without cause Barry M. Portnoy, Adam D. Portnoy, Joseph L. Morea, William A. Lamkin, and Frederick N. Zeytoonjian as Trustees of CommonWealth REIT (the “Company”) and any other person or persons elected or appointed to the Board of Trustees of the Company prior to the effective time of such removal (the “Removal Proposal”).

We hereby demand, pursuant to the attached letters, that the Company’s Board of Trustees promptly fix a record date to determine the shareholders entitled to act by written consent in connection with the Removal Proposal.  We believe that the Board has a period of up to 20 days to fix a record date (comprised of up to 10 days for the Board to take action to fix a record date, which record date must be within 10 days following such Board action). Therefore, if the Board fails to fix a record date by the close of business on April 22, 2013 (and fully and unequivocally acknowledges that the enclosed letters fully comply with the requirements for a shareholder demand for fixing of a record date), then it is our position and that of Related Fund Management, LLC that the record date to determine shareholders entitled to act by written consent in connection with the Removal Proposal will be the close of business on April 22, 2013.

Sincerely yours,

CORVEX MANAGEMENT LP		CORVEX MASTER FUND LP
By:	/s/ Keith Meister	By:	/s/ Rupel Dochi
	Name: Keith Meister		Name: Rupel Dochi
	Title: Managing Partner		Title: Authorized Signatory
cc:     Richard O’Toole (Related Fund Management, LLC)

Enclosures

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

CommonWealth REIT Responds to Corvex/Related Record Date Request

Newton, MA (April 18, 2013): CommonWealth REIT (NYSE: CWH) today responded to a record date request by Corvex Management LP (“Corvex”) and Related Fund Management, LLC (“Related”, and together with Corvex “Corvex/Related”) as follows:

On April 12, 2013, Corvex wrote to CWH to request the CWH Board of Trustees to set a record date for shareholders entitled to participate in a consent solicitation to remove all of CWH’s Trustees without cause.  In this Corvex letter to CWH and in public statements by Corvex/Related since then, Corvex/Related have stated that they believe the record date will be April 22, 2013 unless the CWH Board sets a different date.

The CWH Declaration of Trust grants the Board of Trustees the authority to set a record date, and the CWH Bylaws provide that the CWH Board of Trustees shall fix a record date for a consent solicitation within thirty (30) days after receiving a valid request from shareholders.  Corvex/Related are well aware of these facts, yet are attempting to pretend that a record date has been set ten (10) days after they made a request.  CWH also believes that the letter received from Corvex is not a valid record date request because it is not accompanied by evidence that it is made by shareholders who have owned at least 3% of CWH’s shares for at least 3 years as required by CWH’s Bylaws, and because the materials which accompany the Corvex letter do not state any cause for the removal of CWH’s Trustees and otherwise do not comply with CWH’s Declaration of Trust and Bylaws.

CWH believes Corvex/Related’s attempt to set a false record date is part of their continued public posturing in an effort to force CWH to enter negotiations for a sale to Corvex/Related at a price which they admit is well below CWH’s true value.  CWH continues to believe that the interests of all its shareholders will be best served by the continued implementation of CWH’s business plan to focus upon the ownership and operation of high quality urban, or central business district (CBD), office properties, to divest its non-core suburban properties and other assets, and to repay debt.

A Maryland Real Estate Trust with transferable shares of beneficial interest listed on the New York Stock Exchange.  No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust..

Corvex/Related have publicly stated that they intend to begin a consent solicitation to remove the entire CWH Board by mailing a consent solicitation statement to CWH shareholders.  Corvex/Related have also commenced litigation challenging certain aspects of CWH’s Bylaws that define the timing of when the CWH Board may set a record date for such a consent solicitation.  No record date has been set to determine which shareholders are entitled to participate in the consent solicitation proposed by Corvex/Related.  No court or arbitration panel has ruled that Corvex/Related are eligible to seek such consents.  In the event Corvex/Related attempt to solicit such consents, CWH shareholders are urged to take no action on their request.  CWH will distribute a consent revocation statement disclosing facts relevant to these matters, if and when it becomes appropriate to do so.

WARNING REGARDING FORWARD LOOKING STATEMENTS

THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS.  THESE FORWARD LOOKING STATEMENTS ARE BASED UPON CWH’S CURRENT EXPECTATIONS BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS BEYOND CWH’S CONTROL.  FOR EXAMPLE

·THIS PRESS RELEASE STATES THAT THE CWH BOARD OF TRUSTEES MAY ACT TO SET A RECORD DATE WITHIN THIRTY (30) DAYS AFTER RECEIVING A VALID REQUEST FROM SHAREHOLDERS AND THAT CORVEX HAS NOT SUBMITTED A VALID REQUEST FOR A RECORD DATE BECAUSE CORVEX HAS NOT PROVIDED ANY EVIDENCE THAT ITS REQUEST HAS BEEN MADE BY SHAREHOLDERS WHO HAVE HELD AT LEAST 3% OF CWH’S SHARES FOR AT LEAST 3 YEARS AND BECAUSE THE MATERIALS PROVIDED BY CORVEX DO NOT STATE ANY CAUSE FOR THE REMOVAL OF CWH’S TRUSTEES AND OTHERWISE DO NOT COMPLY WITH CWH’S DECLARATION OF TRUST AND BYLAWS.  AS NOTED IN THIS PRESS RELEASE, CORVEX/RELATED HAVE COMMENCED LITIGATION CHALLENGING CERTAIN ASPECTS OF CWH’S BYLAWS WHICH DEFINE WHEN

SHAREHOLDERS MAY SOLICIT CONSENT TO REMOVE CWH’S TRUSTEES AND WHEN THE CWH BOARD MAY SET A RECORD DATE FOR SUCH A SOLICITATION.  THE RESULTS OF LITIGATION ARE DIFFICULT TO PREDICT AND CWH CANNOT GUARANTEE THAT ITS LEGAL CONCLUSIONS WILL BE UPHELD OR WHAT THE RESULTS OF THE PENDING LITIGATION MAY BE.

·THIS PRESS RELEASE STATES THAT CWH’S BOARD HAS DETERMINED THAT THE INTERESTS OF CWH AND ITS SHAREHOLDERS WILL BE BEST SERVED BY CONTINUED IMPLEMENTATION OF CWH’S CURRENT BUSINESS PLAN.  THE IMPLICATION OF THIS STATEMENT MAY BE THAT CWH WILL SUCCESSFULLY IMPLEMENT ITS BUSINESS PLAN AND THAT, AS A RESULT, CWH AND ITS SHAREHOLDERS WILL REALIZE GREATER VALUE THAN PURSUING A SALE AT THIS TIME.  MANY ELEMENTS OF CWH’S BUSINESS PLAN REQUIRE THE PARTICIPATION OF THIRD PARTIES WHO ARE BEYOND CWH’S CONTROL:  DIVESTING NON-CORE PROPERTIES AND OTHER ASSETS REQUIRES FINDING BUYERS FOR THESE PROPERTIES AND ASSETS AT ACCEPTABLE PRICES; CONCENTRATING INVESTMENTS IN CBD OFFICE PROPERTIES MAY REQUIRE THAT CWH LOCATE ADDITIONAL CBD PROPERTIES WHICH ARE AVAILABLE FOR SALE AT REASONABLE PRICES; ETC.  ALSO, MARKET CONDITIONS BEYOND CWH’S CONTROL AND UNRELATED TO CWH’S ACTIVITIES MAY ADVERSELY AFFECT THE VALUE CWH AND ITS SHAREHOLDERS MAY REALIZE IN THE FUTURE. THE DECISION OF CWH’S BOARD TO CONTINUE ITS BUSINESS PLAN AND NOT TO PURSUE A SALE IS BASED UPON THE BUSINESS JUDGMENT OF CWH’S BOARD, BUT BUSINESS JUDGMENTS MAY BE MISTAKEN.

FOR THESE REASONS, AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE.  EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, CWH DOES NOT INTEND TO UPDATE THE FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE AS A RESULT OF NEW INFORMATION WHICH MAY COME TO ITS ATTENTION.

CWH, its Trustees and certain of its executive offices and Reit Management & Research LLC and certain of its directors, officers and employees may be deemed to be participants in the solicitation of

consent revocations from shareholders in connection with the consent solicitation being conducted by Corvex/Related and certain of their affiliates (the “Consent Solicitation”).  On April 1, 2013, the Company filed a revised preliminary consent revocation statement with the Securities and Exchange Commission (the “SEC”) in response to the Consent Solicitation.  CWH will furnish a definitive consent revocation statement to its shareholders, together with a BLUE consent revocation card, when they become available.  SHAREHOLDERS ARE URGED TO READ THE CONSENT REVOCATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT CWH WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Additional information regarding the identity of these potential participants and their direct or indirect interests, by share holdings or otherwise, is set forth in the revised preliminary consent revocation statement filed with the SEC and other materials to be filed with the SEC in connection with the Consent Solicitation.

Shareholders will be able to obtain, free of charge, copies of the consent revocation statement and any other documents to be filed by CWH with the SEC in connection with the Consent Solicitation at the SEC’s website (http://www.sec.gov) at CWH’s website (http://cwhreit.com) or by requesting materials from the firm assisting CWH in the solicitation of consent revocations, Innisfree M&A Incorporated, toll free at 1-877-750-5836.

Contacts:

INVESTORS	MEDIA
Carlynn Finn	Timothy A. Bonang
617-796-8222	617-796-8222
Senior Manager, Investor Relations	Vice President, Investor Relations
Larry Miller /Jennifer Shotwell/Arthur Crozier	Andrew Siegel / Jonathan Keehner
212-750-5833	212-355-4449
Innisfree M & A Incorporated	Joele Frank, Wilkinson Brimmer Katcher

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