SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE TO

(Amendment No. 1)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Wells Real Estate Investment Trust, Inc.

(Name of Subject Company (Issuer))

Lex-Win Acquisition LLC, The Lexington Master Limited
Partnership, Lexington Realty Trust, WRT Realty, L.P
and Winthrop Realty Trust

(Names of Filing Persons) (Offerors)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

949906101

(CUSIP Number of Class of Securities)

 

	Michael L. Ashner			David J. Heymann
	c/o Winthrop Realty Trust			Post Heymann & Koffler LLP
	Two Jericho Plaza Wing A			Two Jericho Plaza, Wing A
	Suite 111			Suite 211
	Jericho, New York 11753			Jericho, New York 11753
	Tel: 212-822-0022			Tel: 516-681-3636
	Fax: 212-433-2777			Fax: 516-433-2777

 

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Calculation of Filing Fee

 

 

*                                         For purposes of the filing fee only assumes the purchase of 25,000,000 shares at a purchase price of $9.00 per share in cash.

x                                  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $6,908

Form or Registration No.: SC TO-T

Filing Party: Lex-Win Acquisition LLC

Date Filed: _May 25, 2007

o                                    Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x           third-party tender offer subject to Rule 14d-1.

o            issuer tender offer subject to Rule 13e-4.

o            going-private transaction subject to Rule 13e-3.

o            amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

 

TENDER OFFER

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Lex-Win Acquisition LLC (the “Purchaser”) with the Securities and Exchange Commission on May 25, 2007 to purchase up to 25,000,000 shares of common stock (the “Shares”) in Wells Real Estate Investment Trust, Inc. (the “Corporation”), as set forth in the Schedule TO.

The Schedule TO is hereby amended as follows:

Item 12.  Exhibits

(a)(7)                       Press Release dated May 29, 2007

SIGNATURE

After due 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.

 

	LEX-WIN ACQUISTION LLC
	By:	The Lexington Master Limited Partnership Member
		By:	Lex GP-1 Trust General Partner
		By:	/s/ Michael L. Ashner
			Michael L. Ashner
			Chief Executive Officer
	THE LEXINGTON MASTER LIMITED PARTNERSHIP
	By:	Lex GP-1 Trust General Partner
		By:	/s/ Michael L. Ashner
			Michael L. Ashner
			Chief Executive Officer
	LEX GP-1 TRUST
	By:	/s/ Michael L. Ashner
		Michael L. Ashner
		Chief Executive Officer
	LEXINGTON REALTY TRUST

 

 

2

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	By:	/s/ T. Wilson Eglin
		T. Wilson Eglin
		Chief Executive Officer
	WRT REALTY, L.P.
	By:	Winthrop Realty Trust General Partner
		By:	/s/ Peter Braverman
			Peter Braverman
			President
	WINTHROP REALTY TRUST
	By:	/s/ Peter Braverman
		Peter Braverman
		President

 

Dated:  May 29, 2007

 

3

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EXHIBIT INDEX

Exhibit No.				Description
(a)(7)				Press Release dated May 29, 2007*

 

*              Filed herewith.

4

 

Contact:  Beverly Bergman of Winthrop Realty Trust, +1-617-570-4614; or
Carol Merriman, VP Investor Relations & Corporate Development of Lexington Realty Trust,

 +1-212-692-7264, cmerriman@lxp.com

FOR IMMEDIATE RELEASE

May 29, 2007

LEXINGTON REALTY TRUST AND WINTHROP REALTY TRUST

COMMENCE TENDER OFFER FOR 25,000,000 COMMON SHARES

IN WELLS REAL ESTATE INVESTMENT TRUST, INC.

NEW YORK, May 29 — Lexington Realty Trust (NYSE:LXP) and Winthrop Realty Trust (NYSE:FUR) today announced that on May 25, 2007 Lex-Win Acquisition LLC (“Lex-Win”), a joint venture equally owned through each of their respective operating partnerships, commenced a tender offer to acquire up to 25,000,000 shares of common stock in Wells Real Estate Investment Trust, Inc. at a price per share of $9.00. The 25,000,000 shares sought represent approximately 5.2% of the outstanding shares in Wells.

Lex-Win’s offer is scheduled to expire at 5:00 p.m. New York time on June 27, 2007 unless the offer is extended. Lex-Win’s offer is being made subject to the terms and conditions set forth in, and solely through its Offer to Purchase, dated May 25, 2007, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of shares. Copies of Lex-Win’s Offer to Purchase, the related Letter of Transmittal and other tender offer materials may be obtained from Lex-Win’s information agent for the offer, MacKenzie Partners, Inc., (212) 929-5500 (call collect), or Toll-Free: (800) 322-2885.

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares (as defined below). The offer is made solely by the Offer to Purchase, dated May 25, 2007, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of shares. The offer is not being made to (nor will tenders be accepted from or on behalf of) holders of shares in any jurisdiction in which the making of the offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

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