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) June 12, 2007
WINTHROP REALTY TRUST
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(Exact Name of Registrant as Specified in Its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
001-06249 34-6513657
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(Commission File Number) (I.R.S. Employer Identification No.)
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts 02114
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(Address of Principal Executive Offices) (Zip Code)
(617) 570-4614
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(Registrant's Telephone Number, Including Area Code)
n/a
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(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
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFT|R 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On June 12, 2007, WRT Realty, L.P. (the "Partnership") entered into an
Amended and Restated Limited Liability Company Agreement of Lex-Win Acquisition
LLC (the "Operating Agreement"), among The Lexington Master Limited Partnership
("Lexington"), VII Wells Holdings, L.L.C. ("VII Wells") and the Partnership. The
business of Lex-Win Acquisition LLC ("Lex-Win") is to acquire, through means of
a tender offer or otherwise, own, hold, sell, transfer, hypothecate and
ultimately dispose of shares of Wells Real Estate Investment Trust, Inc. The
membership interests in Lex-Win are equally owned by the Partnership, VII Wells
and Lexington. The Operating Agreement provides that Lex-Win will be the
exclusive vehicle through which the members acquire interests in Wells Real
Estate Investment Trust, Inc. The affairs of Lex-Win are governed by a
management committee consisting of one member appointed by each of the
Partnership, VII Wells and Lexington. Substantially all decisions to be made by
Lex-Win require the consent of all members of the Management Committee.
The foregoing description is qualified in its entirety by reference to the
Operating Agreement, which will be attached as an exhibit to Winthrop Realty
Trust's Quarterly Report on Form 10-Q for the period ended June 30, 2007, which
Winthrop Realty Trust intends to file in August 2007.
Item 8.01. Other Events.
On June 12, 2007, Winthrop Realty Trust announced that Lex-Win enhanced
its previously announced tender offer to increase the price per share to $9.30
and to increase the number of shares of Wells Real Estate Investment Trust, Inc.
being sought to 45,000,000.
The foregoing description is qualified in its entirety by reference to the
press release issued June 12, 2007, which is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated June 12, 2007
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 18th day of June, 2007.
WINTHROP REALTY TRUST
By: /s/ Peter Braverman
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Peter Braverman
President