Item
8.01. Other Items
On July 3, 2008, Winthrop Realty Trust
(“Winthrop”) entered into an Ownership Limitation Waiver Agreement with
Fairholme Capital Management LLC ("Fairholme"). Pursuant to the terms
of the agreement, Winthrop granted to Fairholme, in its individual company
capacity as well as on behalf of its investment advisory clients and affiliates,
a waiver from its Ownership Limitation provision set forth in Winthrop’s
By-laws. Pursuant to Winthrop’s By-laws, no person (as defined in the
bylaws) can hold more than 9.8% of Winthrop’s shares unless Winthrop’s Board of
Trustees grants a waiver of such provision. Winthrop has previously
granted such waivers to certain investment funds whose ownership in excess of
9.8% of the shares does not jeopardize Winthrop’s status as a REIT.
The
waiver permits Fairholme to acquire beneficial ownership of up to 15% of
Winthrop’s common shares. As with prior waivers granted by Winthrop,
Fairholme’s ability to acquire shares in excess of the 9.8% limit is conditioned
upon no one “individual” (within the meaning of Section 542(a)(2) of the
Internal Revenue Code) can beneficially own or will beneficially own more than
9.8% (by number of shares or value, whichever is more restrictive) of the total
outstanding capital stock or common shares of Winthrop (whether or not such
ownership causes Winthrop to be “closely held” under the REIT
rules). In addition, Fairholme’s waiver is subject to additional
limitations to ensure compliance by Winthrop with other REIT rules.
Item
9.01. Financial Statements and Exhibits
|
|
(c)
|
Exhibits
|
99.1 Press
Release dated July 7, 2008
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 7th day of July, 2008.
| WINTHROP REALTY TRUST | |||
|
|
By:
|
/s/ Peter Braverman | |
|
Peter
Braverman
|
|||
|
President
|
|||