-----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, MRLanOoSFnxAJHH4t1OmY1iqxoifeJ0t0uGV8NooUpPxKuQsJi4bij4MLXka9kqi TinXcEt9D9XcdyLvqGFsGg== 0001193805-09-000534.txt : 20090302 0001193805-09-000534.hdr.sgml : 20090302 20090302084631 ACCESSION NUMBER: 0001193805-09-000534 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090225 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090302 DATE AS OF CHANGE: 20090302 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06249 FILM NUMBER: 09645453 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 8-K 1 e605122_8k-winthrop.htm Unassociated Document
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) February 25, 2009

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 2.02 Results of Operations and Financial Condition
 
On February 25, 2009, Winthrop Realty Trust (the “Trust”) issued a press release announcing certain financial results for the quarter and year ended December31, 2008 relating to its investment in Lex-Win Concord LLC.  The Trust is scheduled to release its complete fourth quarter and year end 2008 results on the morning of Thursday, March 5, 2009 and management’s conference call presentation with respect to such results is scheduled for 2:00 p.m. eastern time later that day  A copy of the release is furnished as Exhibit 99.1 to this Report on Form 8-K.
 
The information in this section of this Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01 Financial Statements and Exhibits.

(c)           Exhibits

 
99.1
Press Release dated February 25, 2009
 
 
 

 
 
SIGNATURES

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 27th day of February, 2009.
 
  WINTHROP REALTY TRUST  
       
 
By:
/s/ Carolyn Tiffany  
   
Carolyn Tiffany
 
   
President
 
       

EX-99.1 2 e605122_ex99-1.htm Unassociated Document
 
 
Winthrop Realty Trust
TRADED: NYSE: FUR
7 Bulfinch Place, Suite 500
Boston, MA  02114
 
 
Contact at Winthrop Realty Trust
Beverly Bergman
Investor or Media Inquiries
Phone: (617) 570-4614; e-mail: bbergman@firstwinthrop.com
 
 

FOR IMMEDIATE RELEASE
February 25, 2009

WINTHROP REALTY TRUST ANNOUNCES IMPAIRMENTS AND LOAN RESERVES
TAKEN BY LEX-WIN CONCORD LLC FOR QUARTER AND FULL YEAR ENDED
DECEMBER 31, 2008

Boston, Massachusetts – February 25, 2009 – Winthrop Realty Trust (NYSE:FUR) announced today that Lex-Win Concord LLC (“Concord”), its debt platform venture with Lexington Realty Trust has recognized with respect to its loan receivables and bonds for the quarter and year ended December 31, 2008 (1) other than temporary impairments of $16,811,000 and $73,832,000, respectively, and (2) loan reserves of $22,853,000 and $31,053,000, respectively.  As a result of the charges Concord reported a loss for the quarter ended and year ended December 31, 2008 of $32,509,000 and $60,414,000, respectively.  Winthrop accounts for its investment using the equity method of accounting.  Accordingly, Winthrop recognizes its proportional share, which is equal to 50% of this loss and will recognize a loss from its investment in Concord of approximately $16,254,000 or $1.03 per common share on a fully diluted basis for the quarter ended December 31, 2008 and approximately $30,207,000 or $2.03 per common share on a fully diluted basis for the year ended December 31, 2008.  In addition to its recognition of its allocable share of loss from Concord, and the corresponding reduction in Winthrop’s carrying balance of its equity investment in Concord, Winthrop is also required to assess whether its equity interest in Concord as reported on its balance sheet is further impaired and whether such impairment is other than temporary.  The reduction of Winthrop’s carrying balance of its equity investment in Concord resulting from Winthrop’s allocable share of loss from Concord does not reflect the additional impairment that Winthrop will recognize for the quarter and year ended December 31, 2008 as the result of its assessment relating to other than temporary impairment of its joint venture equity interest in Concord.  Winthrop is also assessing the appropriateness of continuing to account for its investment in Concord using the equity method.

With respect to this additional impairment that Winthrop will recognize, Michael L. Ashner, Chairman of Winthrop stated, “in view of the market pricing of specialty mortgage finance companies comparable to Concord as well as the macroeconomic uncertainties impacting debt markets in general, we believe it is incumbent upon us to further reduce the value of our investment in Concord in a manner which reflects these realities.  We are in the process of finalizing our opinion of value which will be provided in our upcoming earnings release.”

Winthrop Realty Trust is scheduled to release its fourth quarter and year end 2008 results on the morning of Thursday, March 5, 2009 and management’s conference call presentation with respect to such results is scheduled for 2:00 p.m. eastern time later that day.

 
 

 
 
 
Winthrop Realty Trust
TRADED: NYSE: FUR
7 Bulfinch Place, Suite 500
Boston, MA  02114
 
______________________

Winthrop Realty Trust is a NYSE-listed real estate investment trust (REIT) headquartered in Boston, Massachusetts.  Additional information on Winthrop Realty Trust is available on its Web site at www.winthropreit.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.  The statements in this release state the company’s and management's hopes, intentions, beliefs, expectations or projections of the future and are forward-looking statements for which the company claims the protections of the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995.  It is important to note that future events and the company’s actual results could differ materially from those described in or contemplated by such forward-looking statements.  Factors that could cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) local real estate conditions, (iv) increases in interest rates, (v) increases in operating costs and real estate taxes, (vi) changes in accessibility of debt and equity capital markets and (vii) defaults by borrowers on loans.  Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the company's SEC filings, including but not limited to the company's report on Form 10-K/A for the year ended December 31, 2007. Copies of each filing may be obtained from the company or the Securities & Exchange Commission. The company refers you to the documents filed by the company from time to time with the Securities and Exchange Commission, specifically the section titled "Risk Factors" in the company's Annual Report on Form 10-K/A for the year ended December 31, 2007, as may be updated or supplemented in the company's Form 10-Q filings, which discuss these and other factors that could adversely affect the company's results

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