-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RN216Mmnvgg8ksN4SI1LFh9uhcd4r9mnbU3No2qNV0fdZ/D43FE8NsHXGekHTRno eK2fkc/rHqHnsmy7XJ+odg== 0001193805-07-001006.txt : 20070412 0001193805-07-001006.hdr.sgml : 20070412 20070412083911 ACCESSION NUMBER: 0001193805-07-001006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070412 DATE AS OF CHANGE: 20070412 GROUP MEMBERS: WRT REALTY L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA FIRST APARTMENT INVESTORS INC CENTRAL INDEX KEY: 0001175167 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 470858301 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81032 FILM NUMBER: 07762529 BUSINESS ADDRESS: STREET 1: SUITE 100 STREET 2: 1004 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68102 BUSINESS PHONE: 4024441630 MAIL ADDRESS: STREET 1: SUITE 100 STREET 2: 1004 FARNAM STREET CITY: OMAHA STATE: NE ZIP: 68102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Winthrop Realty Trust CENTRAL INDEX KEY: 0000037008 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 346513657 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175704614 MAIL ADDRESS: STREET 1: 7 BULFINCH PLACE STREET 2: SUITE 500 PO BOX 9507 CITY: BOSTON STATE: MA ZIP: 02114 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REAL ESTATE EQUITY & MORTGAGE INVESTMENTS DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION REALTY DATE OF NAME CHANGE: 19691012 SC 13D/A 1 e601959_13da-winthrop.txt AMMENDMENT NO. 7 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 7) ---------------------- AMERICA FIRST APARTMENT INVESTORS, INC. --------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 per share -------------------------------------- (Title of Class of Securities) 02363X104 ---------------------- (CUSIP Number of Class of Securities) ---------------------- Michael L. Ashner David J. Heymann Winthrop Realty Trust Post Heymann & Koffler LLP 7 Bulfinch Place Two Jericho Plaza, Wing A Suite 500 Suite 111 Boston, Massachusetts 02114 Jericho, New York 11753 (617) 570-4614 (516) 681-3636 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 11, 2007 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (continued on next page(s)) CUSIP No. 02363X104 13D/A - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Winthrop Realty Trust I.R.S. I.D. No. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 794,856 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 794,856 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 794,856 Shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 02363X104 13D/A - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WRT Realty L.P. I.R.S. I.D. No. 20-1457531 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 794,856 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 794,856 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 794,856 Shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! This Amendment No. 7 amends certain information contained in the Schedule 13D filed jointly by Winthrop Realty Trust (formerly known as First Union Real Estate Equity and Mortgage Investments), an Ohio business trust, and WRT Realty L.P. (formerly known as First Union REIT, L.P.), a Delaware limited partnership (collectively "Winthrop"), with respect to its ownership interest America First Apartment Investors, Inc., a Maryland corporation, on October 6, 2005, as amended by Amendment No. 1 to Schedule 13D dated November 18, 2005, as further amended by Amendment No. 2 to Schedule 13D dated November 30, 2005, as further amended by Amendment No. 3 to Schedule 13D dated January 4. 2006, as further amended by Amendment No. 4 to Schedule 13D dated February 1, 2006 as further amended by Amendment No. 5 to Schedule 13D dated May 31, 2006 and as further amended by Amendment No. 6 to Schedule 13D dated September 28, 2006 (the "13D"). Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D. Item 3. Source and Amount of Funds of Other Consideration. Item 3 is amended as follows: The source of funds to acquire the 794,856 Shares was provided from the working capital of Winthrop at a total cost of $10,039,415. Item 4. Purpose of Transaction. Item 4 is hereby amended by adding the following: On April 11, 2007, Winthrop sent to the Issuer a letter expressing Winthrop's belief that the process being utilized by the Issuer in seeking a sale of the Issuer is flawed to the detriment of all non-management shareholders. A copy of the letter sent to the Issuer is attached hereto as Exhibit 1. Item 5. Interest of Securities of the Issuer. Item 5(a) and (b) is amended to as follows: (a) At the close of business on April 11, 2007, Winthrop directly owned 794,856 Shares representing 7.2% of the total outstanding Shares. The foregoing is based upon 11,045,588 Shares outstanding which represents the number of shares reported outstanding in the Issuer's Annual Report on Form 10-K for the period ended December 31, 2006 filed with the Securities and Exchange Commission on March 7, 2007. (b) Winthrop has the sole power to vote and dispose of 794,856 Shares owned by Winthrop. Item 7. Materials to be Filed as Exhibits. Item 7 is amended by adding the following: 1. Letter from Winthrop to the Issuer dated April 11, 2007. Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of this 11th day of April, 2007. WINTHROP REALTY TRUST By: /s/ Michael L. Ashner --------------------------------------- Michael L. Ashner Chairman and Chief Executive Officer WRT REALTY L.P. By: Winthrop Realty Trust General Partner By: /s/ Michael L. Ashner ------------------------------------ Michael L. Ashner Chairman and Chief Executive Officer EX-99.1 2 e601959_ex99-1.txt LETTER TO FEDERAL EXPRESS 04/09/07 [LETTERHEAD OF WINTHROP REALTY TRUST] April 11, 2007 VIA FACSIMILE AND FEDERAL EXPRESS Mr. Jack H. Cassidy President and Chief Executive Officer America First Apartment Investors, Inc. Suite 100, 1004 Farnam Street Omaha, Nebraska 68102 Dear Jack: As you are aware, we are the largest shareholder of America First Apartment Investors Inc. (the "Company") currently owning 794,856 shares (7.2%) of the Company's common stock. While we support the Company's decision to retain an investment advisor to initiate a process through which a sale of the Company could occur, we believe that the process is flawed to the detriment of all non-management shareholders of the Company. We have reached this determination based on the unreasonable and inexplicable demands being placed upon shareholders of the Company as a precondition for their participating in this process. In effect, the Confidentiality and Standstill Agreement (the "Standstill Agreement") forwarded to us restricts shareholders from acquiring or offering to acquire any securities or assets of the Company, participating in the solicitation of proxies or engaging or offering to engage in any merger with the Company for a period of two years in the event no sale is consummated. As we have explained to you, your counsel and Lazard Freres & Co., LLC, the Company's investment advisor, this provision is unfair and unduly burdensome to non-management shareholders. If we were to sign the Standstill Agreement and management elected not to proceed with a sale, we would be prohibited from exercising the above described rights which we currently enjoy for a period of two years. Accordingly, your position results in a Hobson's choice for non-management shareholders requiring them to either concede significant shareholder rights or not participate in your process, both of which could damage shareholder value. We have made the following proposals to you in the interest of enhancing the bidding process which would allow shareholders to participate without foregoing their basic rights. First, we have indicated that we would abide by the standstill provisions during the entire length of the process without condition. Second, we have proposed that if we do not make a bid for the Company, we would agree to support and vote our shares in favor of any proposal recommended by the Company's board that generates more than the per share to shareholders which we have discussed. Third, we have further proposed that if we were to proffer a bid for the Company, we would agree to support and vote our shares in favor of any proposal recommended by the Company's board that generates more per share to shareholders than our bid. Moreover, we have acknowledged the substantial restrictions that will be imposed on us in all events under Section 10b of the Securities Exchange Act of 1934 and the rules promulgated thereunder if we are to receive material non-public information and our intention to comply fully with such restrictions. We believe that our proposals are more than reasonable and permit all shareholders to engage in the bidding process. We would remind you that we are in favor of these proposals applying to all shareholders so that the process could be as open as possible. Moreover, our proposals address our concern that significant management shareholders could enter the bid process at a later date without bearing the Hobson's choice you wish to impose on non-management shareholders. While counsel for the Company and representatives of Lazard have expressed a need for these provisions to protect the "process", they have done so without explanation as to how our proposals would harm the "process" or how their provisions enhance the "process". If anything, the "process" which they profess to revere can only be harmed by precluding shareholder participation. One would hope that professionals handsomely paid with shareholder funds would endeavor to avoid exalting form for form's sake over substance. Unless and until this issue is resolved, we do not believe the Company has engaged in a truly fair and inclusive bid process which failure can only be to the detriment of all shareholders. Very truly yours, /s/ Michael L. Ashner ------------------------------------ Michael L. Ashner Chairman and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----