-----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, P0eTqiGeFCoSOop7X1q3VxdYKud+WuBIrDPApgeuHfVNseT0shisg1gySaJOt6Dt bJ5cHIQson6pFnWkIUpHIQ== 0001193805-08-001539.txt : 20080610 0001193805-08-001539.hdr.sgml : 20080610 20080609180449 ACCESSION NUMBER: 0001193805-08-001539 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080610 DATE AS OF CHANGE: 20080609 GROUP MEMBERS: FUR HOLDINGS LLC GROUP MEMBERS: FUR INVESTORS LLC GROUP MEMBERS: WEM-FUR INVESTORS LLC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19676 FILM NUMBER: 08889163 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: ASHNER MICHAEL L CENTRAL INDEX KEY: 0001139233 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 5168220022 MAIL ADDRESS: STREET 1: C/O WINTHROP FINANCIAL ASSOCIATES STREET 2: TWO JERICHO PLAZA WING A CITY: JERICHO STATE: NY ZIP: 11753 SC 13D/A 1 e603940_13daashner.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_______________________

SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 3 )
 
_______________________
 
WINTHROP REALTY TRUST
(Name of Issuer)

Common Shares of Beneficial Interest
(Title of Class of Securities)

337400105
(CUSIP Number of Class
 of Securities)
_______________________

Michael L. Ashner
FUR Investors LLC
Two Jericho Plaza
Wing A – Suite 111
Jericho, New York  11753
(516) 822-0022 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 15, 2008
(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 o.
 
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))
Page 1 of 7
 
CUSIP NO.  337400105
13D
Page 2 of 7
 
1
NAME OF REPORTING PERSON
 
                       Michael L. Ashner
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
12,491,282
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
12,491,282
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,491,282 Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.3%
14
TYPE OF REPORTING PERSON
 
IN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
CUSIP NO.  337400105
13D
Page 3 of 7
 
1
NAME OF REPORTING PERSON
 
FUR Investors LLC
I.R.S. I.D. No.  20-0418083
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
12,210,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
12,210,000
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,210,000 Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.9%
14
TYPE OF REPORTING PERSON
 
OO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
CUSIP NO.  337400105
13D
Page 4 of 7
 
1
NAME OF REPORTING PERSON
 
FUR Holdings LLC
I.R.S. I.D. No
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
12,210,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
12,210,000
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,210,000 Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.9%
14
TYPE OF REPORTING PERSON
 
OO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
CUSIP NO.  337400105
13D
Page 5 of 7
 
1
NAME OF REPORTING PERSON
 
WEM-FUR Investors LLC
I.R.S. I.D. No.  20-0529100
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS*
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
12,210,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
12,210,000
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,210,000 Shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.9%
14
TYPE OF REPORTING PERSON
 
OO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
This Amendment No. 3 amends certain information contained in the Schedule 13D, as previously amended, filed jointly by FUR Investors LLC, FUR Holdings LLC, WEM-FUR Investors LLC and Michael L. Ashner, with respect to its ownership interest Winthrop Realty Trust (the “13D”).  Capitalized terms used but not defined herein have the meanings ascribed to them in the 13D.
 
Item 5.  Interest of Securities of the Issuer.

(a)           FUR Investors LLC directly owns 12,210,000 Shares representing 15.9% of the total outstanding Shares.  FUR Holdings LLC is the sole member of FUR Investors LLC and, accordingly, indirectly beneficially owns 12,210,000 Shares representing 15.9% of the total outstanding Shares.  WEM-FUR Investors LLC holds a 35% managing member interest in FUR Holdings LLC and, accordingly, indirectly beneficially owns 4,273,500 Shares.  In addition, Michael L. Ashner beneficially owns 3,333,782 Shares, 281,282 of which are owned directly by Mr. Ashner and 3,052,500 of which represents his beneficial ownership in the Shares owned by FUR Investors LLC (25%).  Percentage ownership of total outstanding shares is based on total number of the Issuer’s Shares reported in its Quarterly Report on Form 10-Q for the period ended March 31, 2008 plus the number of Shares issued in the Issuer’s recent rights offering.

(b)           Each of the Reporting Persons other than Michael L. Ashner has the sole power to vote and dispose of 12,210,000 Shares.  Michael L. Ashner has the sole power to vote and dispose of 12,491,282 Shares.

(c)           Set forth below is a description of all transactions in Shares that were effected during the past sixty days by the Reporting Persons.  Each of the transactions were purchases of Shares.

Date
  
Reporting Person
  
Number of Shares
    
Price per Share
  
                 
May 15, 2008(1)
  
FUR Investors LLC
     1,110,000     $ 4.27  
May 15, 2008(1)
  
Michael L. Ashner
     5,268     $ 4.27  
May 15, 2008(2)
  
Michael L. Ashner
     200,000     $ 4.40  
May 30, 2008(2)
  
Michael L. Ashner
     22,500     $ 4.27  

(1)
Shares were acquired directly from the Issuer in connection with the exercise of the Reporting Person of its entire basic subscription right in the Issuer’s rights offering.
(2)  Shares were acquired in a privately negotiated transaction.

(d)  Not applicable

(e)  Not applicable
 
6
 
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.

 
 
 Dated:  June 5, 2008 /s/ Michael L. Ashner      
  Michael L. Ashner      
         
  FUR INVESTORS LLC      
           
 
By:
FUR Holdings LLC
    Member      
             
    By:
WEM-FUR Investors LLC,
Managing Member
      
               
      By: /s/ Michael L. Ashner      
        Michael L. Ashner      
        Managing Member      
               
  FUR HOLDINGS LLC      
               
  By:
WEM-FUR Investors LLC,
Managing Member
      
               
    By: /s/ Michael L. Ashner      
      Michael L. Ashner      
      Managing Member      
               
  WEM-FUR Investors LLC      
               
  By: /s/ Michael L. Ashner      
    Michael L. Ashner      
    Managing Member      
               
 
 
 
7
 
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