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) September 22, 2010
 
WINTHROP REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
 
  Ohio  
                                           (State or Other Jurisdiction of Incorporation)                                          
 
001-06249
 
34-6513657
(Commission File Number)
 
(I.R.S. Employer Identification No.)
     
7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts
02114
(Address of Principal Executive Offices)
(Zip Code)
     
   (617) 570-4614  
(Registrant's Telephone Number, Including Area Code)
 
   n/a
(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
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)
 
o
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 1.01.  Entry into a Material Definitive Agreement
 
On September 22, 2010, Winthrop Realty Trust (“Winthrop”), WRT Realty, L.P., Winthrop’s wholly-owned operating partnership, and FUR Advisors LLC, Winthrop’s external advisor, entered into an underwriting agreement (“Underwriting Agreement”) with Barclays Capital Inc. (the “Underwriter”) providing for the issue and sale to the underwriters of an aggregate of 5,000,000 (the “Firm Shares”) of Winthrop’s Common Shares of Beneficial Interest, $1.00 par value per share (the “Common Shares”) and the issuance and sale by Winthrop of an additional aggregate of 750,000 Common Shares (the “Option Shares”).  Pursuant to the Underwriting Agreement, on September 27, 2010 Winthrop sold to the Underwriter both the Firm Shares and, as a result of the exercise by the Underwriter of its over-allotment option, the Option Shares at a price, net of underwriting commissions, of $11.6375 per share other than with respect to 200,000 Common Shares allocated to FUR Investors LLC and its affiliates which were not subject to an underwriting commission and were sold to the Underwriter at the offering price of $12.25 per share.
 
The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
 
Item 8.01.  Other Matters
 
On September 22, 2010, Winthrop issued a press release announcing the pricing of the Shares to be sold pursuant to the Underwriting Agreement described in Item 1.01.  A copy of the press release is attached hereto as Exhibit 99.1.
 
On September 27, 2010, Hahn Loeser & Parks LLP delivered its legality opinion with respect to the Offered Shares and the Option Shares.  A copy of the legality opinion is attached hereto as Exhibit 5.1 and incorporated herein by reference.
 
On September 27, 2010, Winthrop issued a press release announcing the sale of the Firm Shares and the Option Shares.  A copy of the press release is attached hereto as Exhibit 99.2
 
Item 9.01.  Financial Statements and Exhibits
 
 
(c)
Exhibits

 
1.1
Underwriting Agreement, dated September 22, 2010 among Winthrop Realty Trust, WRT Realty, L.P., FUR Advisors LLC and Barclays Capital Inc.
 
 
5.1
Opinion of Hahn Loeser & Parks LLP
 
 
23.1
Consent of Hahn Loeser & Parks LLP (included in the opinion filed as Exhibit 5.1)
 
 
99.1
Press Release dated September 22, 2010.
 
 
99.2
Press Release dated September 27, 2010.
 
 
 
 
 
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 27 th day of September, 2010.
 
  WINTHROP REALTY TRUST  
       
       
  
By:
/s/ Mic ha el L. Ashner
 
   
Michael L. Ashner
 
   
Chief Executive Officer
 
 
 
Grafico Azioni Winthrop (NYSE:FUR)
Storico
Da Giu 2024 a Lug 2024 Clicca qui per i Grafici di Winthrop
Grafico Azioni Winthrop (NYSE:FUR)
Storico
Da Lug 2023 a Lug 2024 Clicca qui per i Grafici di Winthrop