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) July 11, 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 July 11, 2007, WRT Realty, L.P. (the "Partnership") entered into a
Second Amended and Restated Limited Liability Company Agreement (the "Operating
Agreement") of Lex-Win Acquisition LLC ("Lex-Win"), among The Lexington Master
Limited Partnership, the Partnership, VII Wells Holdings, L.L.C., Square Mile
Value LLC ("Square Mile") and Stark Wells Holdings, LLC ("Stark"). The purpose
of amending and restating the Operating Agreement was to admit Square Mile and
Stark as members of Lex-Win. As a result of this admission, the Partnership's
interest in Lex-Win was reduced to 28% of the outstanding membership interests.
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 Reports on Form 10-Q for the period ended September 30, 2007,
which Winthrop Realty Trust intends to file in November 2007.
Item 8.01. Other Events.
On July 12, 2007, Winthrop Realty Trust announced that Lex-Win extended
the expiration date of its previously announced tender offer for up to
45,000,000 shares of Wells Real Estate Investment Trust, Inc. at a price of
$9.30 per share. The tender offer has been extended so that it will now expire
at 5:00 p.m. New York time on July 20, 2007 unless the offer is further
extended.
The foregoing description is qualified in its entirety by reference to the
press release issued July 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 July 11, 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 17th day of July, 2007.
WINTHROP REALTY TRUST
By: /s/ Peter Braverman
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Peter Braverman
President