CUSIP No. 976391300
Item 1(a). Name of Issuer:
Winthrop Realty Trust
------------------------------------------------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices:
P.O. Box 9507, 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114
-------------------------------------------------------------------------------
Item 2(a). Name of Person Filing:
Fairholme Capital Management, L.L.C.
Bruce R. Berkowitz
Fairholme Funds, Inc.
--------------------------------------------------------------------------------
Item 2(b). Address of Principal Business Office, or if None, Residence:
Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137
Bruce R. Berkowitz
c/o Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137
Fairholme Funds, Inc.
c/o Fairholme Capital Management, L.L.C.
4400 Biscayne Boulevard, 9th Floor
Miami, FL 33137
--------------------------------------------------------------------------------
Item 2(c). Citizenship:
Fairholme Capital Management, L.L.C. - Delaware
Bruce R. Berkowitz - United States of America
Fairholme Funds, Inc. - Maryland
--------------------------------------------------------------------------------
Item 2(d). Title of Class of Securities:
Common Stock, $1 par value
--------------------------------------------------------------------------------
Item 2(e). CUSIP Number:
976391300
--------------------------------------------------------------------------------
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [x] Investment company registered under Section 8 of the Investment
Company Act.
(e) [x] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
4,891,743 shares of Common Stock of Winthrop Realty Trust are owned, in the
aggregate, by various investment vehicles managed by Fairholme Capital
Management, L.L.C. ("FCM") of which 2,988,648 shares are owned by Fairholme
Funds, Inc. Because Bruce Berkowitz ("Mr. Berkowitz"), in his capacity as the
Managing Member of FCM or as President of Fairholme Funds, Inc., has voting or
dispositive power over all shares beneficially owned by FCM, he is deemed to
have beneficial ownership of all such shares so reported herein.
While the advisory relationship causes attribution to Mr. Berkowitz, Fairholme
Funds, Inc. or FCM of certain indicia of beneficial ownership for the limited
purpose of this Schedule 13G, Mr. Berkowitz, Fairholme Funds, Inc. and FCM
hereby disclaim ownership of these shares for purposes of interpretations under
the Internal Revenue Code of 1986, as amended, or for any other purpose, except
to the extent of their pecuniary interest.
Mr. Berkowitz beneficially owns 166,766 shares in his individual capacity.
(a) Amount beneficially owned:
Fairholme Capital Management, L.L.C.: 4,891,743
Bruce R. Berkowitz: 5,058,509
Fairholme Funds, Inc.: 2,988,648
----------------------------------------------------------------------
(b) Percent of class:
Fairholme Capital Management, L.L.C.: 23.2%
Bruce R. Berkowitz: 24.0%
Fairholme Funds, Inc.: 14.7%
----------------------------------------------------------------------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Fairholme Capital Management, L.L.C.: 0
Bruce R. Berkowitz: 166,766
Fairholme Funds, Inc.: 0
----------------------------------------------------------------
(ii) Shared power to vote or to direct the vote
Fairholme Capital Management, L.L.C.: 3,748,437
Bruce R. Berkowitz: 3,748,437
Fairholme Funds, Inc.: 2,988,648
----------------------------------------------------------------
(iii) Sole power to dispose or to direct the
disposition of
Fairholme Capital Management, L.L.C.: 0
Bruce R. Berkowitz: 166,766
Fairholme Funds, Inc.: 0
----------------------------------------------------------------
(iv) Shared power to dispose or to direct the
disposition of
Fairholme Capital Management, L.L.C.: 4,891,743
Bruce R. Berkowitz: 4,891,743
Fairholme Funds, Inc.: 2,988,648
----------------------------------------------------------------
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
N/A
--------------------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
--------------------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
--------------------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
--------------------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
--------------------------------------------------------------------------------
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
|