-----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, AUrEkhdc+vRh/BDRO3JhUghKcZanb6yLUVe0rlbcsp7K4lff2k25pCglYyz6JphV NTtBaqqTr95jtF1ohR63SQ== 0000919574-06-001454.txt : 20060217 0000919574-06-001454.hdr.sgml : 20060217 20060217171112 ACCESSION NUMBER: 0000919574-06-001454 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060217 DATE AS OF CHANGE: 20060217 SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-19676 FILM NUMBER: 06630124 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRHOLME CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056831 IRS NUMBER: 223526594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 51 JFK PKWY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 9733796557 MAIL ADDRESS: STREET 1: 51 JFK PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 SC 13D 1 d643521a_13-d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.__) Winthrop Realty Trust - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 976391102 - -------------------------------------------------------------------------------- (CUSIP Number) Bruce R. Berkowitz c/o Fairholme Capital Management, L.L.C. 51 JFK Parkway Short Hills, New Jersey 07078 (973) 379-6557 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 17, 2006 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [x]. 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 information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 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). CUSIP No. 976391102 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fairholme Capital Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,859,587* 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,859,587* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,859,587* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.56%** 14. TYPE OF REPORTING PERSON IA - ---------- * The aggregate amount of shares beneficially owned by Fairholme Capital Management, L.L.C. includes 400,000 shares of Series B-1 Cumulative Redeemable Preference Shares of Beneficial Interest issued on February 28, 2005 convertible into common stock. ** This figure is based upon the number of outstanding shares reported by the company in its most recent 10-Q, assuming conversion of the Series B-1 Cumulative Redeemable Preference Shares held by Fairholme Capital Management, L.L.C. 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bruce R. Berkowitz 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 36,600 8. SHARED VOTING POWER 2,859,587* 9. SOLE DISPOSITIVE POWER 36,600 10. SHARED DISPOSITIVE POWER 2,859,587* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,896,187* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.66%** 14. TYPE OF REPORTING PERSON IN, HC - ---------- * The aggregate amount of shares beneficially owned by Bruce R. Berkowitz includes 400,000 shares of Series B-1 Cumulative Redeemable Preference Shares of Beneficial Interest issued on February 28, 2005 convertible into common stock. ** This figure is based upon the number of outstanding shares reported by the company in its most recent 10-Q, assuming conversion of the Series B-1 Cumulative Redeemable Preference Shares held by Bruce R. Berkowitz. CUSIP No. 976391102 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is Winthrop Realty Trust, (the "Issuer"). The address of the Issuer's offices is P.O. Box 9507, 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114. This Schedule 13D relates to the Issuer's Common Stock, $1 par value (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c, f) This Schedule 13D is being filed jointly by Fairholme Capital Management, L.L.C., a Delaware limited liability company ("Fairholme"), and Bruce R. Berkowitz, a United States citizen (collectively with Fairholme, the "Reporting Persons"). The principal business address of the Reporting Persons is 51 JFK Parkway, Short Hills, New Jersey 07078. Bruce R. Berkowitz is the managing member of Fairholme, an investment management firm that serves as the general partner, managing member and investment adviser to several investment funds, both public and private (the "Fairholme Funds"). (d) Neither of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. The funds for the purchase of the Shares came from the working capital of the Fairholme Funds over which Bruce Berkowitz, through his role at Fairholme, exercises investment discretion. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the Fairholme Funds' ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Reporting Persons acquired the Shares for investment purposes. However, Mr. Berkowitz serves as a director of the Issuer. The Reporting Persons intend to evaluate the business prospects of the Issuer, as well as its present and future intentions. In connection with such evaluation, the Reporting Persons may from time to time consult with management and other shareholders of the Issuer. Except as set forth above, the Reporting Persons have no present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, Fairholme may be deemed to be the beneficial owner of 2,859,587 Shares (7.56)% of the Issuer and Bruce R. Berkowitz may be deemed to be the beneficial owner of 2,896,187 Shares (7.66%), based upon the 35,581,479 Shares outstanding as of September 30, 2005, according to the Issuer's 10Q filed with the Securities and Exchange Commission, assuming conversion of the Series B-1 Cumulative Redeemable Preference Shares held by the Reporting Persons. Fairholme has the sole power to vote or direct the vote of 0 Shares and Bruce R. Berkowitz has the sole power to vote or direct the vote of 36,600 Shares to which this filing relates. The Reporting Persons have the shared power to vote or direct the vote of 2,859,587 Shares (of which 2,222,222 of those shares of common stock are attributed as beneficially owned due to the potential future conversion to common stock of 400,000 shares of Series B-1 Cumulative Redeemable Preference Shares of Beneficial Interest issued on February 28, 2005.) Fairholme has the sole power to dispose or direct the disposition of 0 Shares and Bruce R. Berkowitz has the sole power to dispose or direct the disposition of 36,600 Shares to which this filing relates. The Reporting Persons have the shared power to dispose or direct the disposition of 2,859,587 Shares (of which 2,222,222 of those shares of common stock are attributed as beneficially owned due to the potential future conversion to common stock of 400,000 shares of Series B-1 Cumulative Redeemable Preference Shares of Beneficial Interest issued on February 28, 2005.) The trading dates, number of Shares purchased and the price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit B and were effected in private sales. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A An agreement relating to the filing of a joint statement as required by Rule 13d-1(k) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. Exhibit B A description of the transactions in the Shares that were effected by the Reporting Persons during the 60 days prior to February 17, 2006 is filed herewith as Exhibit B. SIGNATURE 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. February 17, 2006 - ----------------------- (Date) /s/ Bruce R. Berkowitz - --------------------------- Bruce R. Berkowitz Fairholme Capital Management, L.L.C. By: /s/ Bruce R. Berkowitz ---------------------- Name: Bruce R. Berkowitz Title: Managing Member Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated February 17, 2006 relating to the Common Stock par value $1 of Winthrop Realty Trust shall be filed on behalf of the undersigned. /s/ Bruce R. Berkowitz - --------------------------- Bruce R. Berkowitz Fairholme Capital Management, L.L.C. By: /s/ Bruce R. Berkowitz ------------------------ Name: Bruce R. Berkowitz Title: Managing Member February 17, 2006 Exhibit B Transactions in the Shares -- The Reporting Persons Date of Number of Shares Price Per Transaction Purchased Share - ----------- --------- ----- 02/17/06 58,211 $5.25 02/17/06 31,020 $5.25 SK 22146 0001 643521 -----END PRIVACY-ENHANCED MESSAGE-----