On March 5, 2009, Winthrop Realty Trust (the “Registrant”) and its wholly-owned operating partnership, WRT Realty L.P. (the “Operating Partnership”), entered into an Amended and Restated Advisory Agreement with the Registrant’s external advisor, FUR Advisors LLC (the “Advisor”). The only modifications to the existing advisory agreement were (i) to add the Operating Partnership as a party and (ii) modify the fee payable to the Advisor as described below.
The modification to the Advisory Agreement resulted from a proposal made by the Advisor to the Compensation Committee of our Board of Trustees to reduce the base management fee. The proposal was made with a view towards demonstrating that management is fully aligned with the Registrant's shareholders, not only by virtue of its share ownership, but also by a reduction in its base management fee that correlates with the recent decline in the Registrant's share price. The fee modification is effective for the quarter ended March 31, 2009 and each quarter thereafter, changes the equity based fee calculation such that the equity utilized in the calculation is reflective of the trading value of the equity at January 1, 2009 rather than using the issuance price of the equity under the pricing calculation of the equity based fee. The fee modification eliminates the asset based fee calculation and quantifies a new base equity amount effective as of January 1, 2009 based on a price of $11.00 per outstanding common share of the Registrant’s common shares of beneficial interest at March 1, 2009 and $25.00 per Series B-1 Cumulative Convertible Redeemable Preferred Share (the “Preferred Shares”) with respect to the 1,496,000 Preferred Shares outstanding after giving effect to the repurchases of Preferred Shares during the fourth quarter of 2008 and the first quarter of 2009. Any additional future conversions, redemptions or repurchases of the Preferred Shares will not reduce the base equity for purposes of the base management fee calculation effectively setting a minimum fee of $561,000 per year. Any future issuances of common shares or preferred shares will increase the equity as per the prior amended agreement for purposes of the base management fee calculation. The incentive fee calculation remains unchanged, including the equity value used for the threshold calculation. As modified, it is estimated that the advisory fee payable to the Advisor in 2009 will be approximately $2,450,000 less than the fee that would have been payable in 2009 if the agreement was not modified.
| Item 2.02 | Results of Operations and Financial Condition |
On March 5, 2009, the Registrant issued a press release announcing its financial results for the three months and year ended December 31, 2008. A copy of the release is furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this section of 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 7.01. | Regulation FD Disclosure. |
On March 5, 2009, the Registrant’s management discussed the Registrant’s financial results on a conference call with analysts and investors. A transcript of the conference call is furnished herewith as Exhibit 99.2.
The information in this section of this Report on Form 8-K and Exhibit 99.2 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.
On March 5, 2009, the Registrant announced that its Board of Trustees has declared its regular quarterly dividend of $0.25 per common share which dividend is payable on April 15, 2009 to common shareholders of record on March 31, 2009.
| Item 9.01 | Financial Statements and Exhibits. |
| | 99.1 | Press Release dated March 5, 2009 |
| | 99.2 | Transcript of conference call held March 5, 2009 |
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 6th day of March, 2009.
| | WINTHROP REALTY TRUST | |
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| | By: | /s/ Michael L. Ashner | |
| | | Michael L. Ashner | |
| | | Chairman and Chief Executive Officer | |
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