BOSTON-Winthrop Realty Trust has entered into agreements to sell almost 1.4 million shares of its common stock in the New Orleans-based Sizeler Property Investors in privately negotiated transactions. The aggregate purchase price of the shares is nearly $19.9 million, which would translate to $14.35 a share, from which Winthrop anticipates a net gain of $6 million.

In an unrelated matter, Winthrop plans to offer up to about 5.2 million shares of Winthrop stock to existing holders of common shares and of Series B-1 cumulative convertible redeemable preferred shares. The company intends to distribute one non-transferable subscription right to shareholders of record on March 22 for every 12 shares owned. The subscription entitles them to buy one additional share for every 12 at a price of $5.25 a share. They have 20 business days to exercise the right, unless it's extended for a period not exceeding 30 days.

If fully exercised, it would raise about $24.4 million. Winthrop anticipates that its officers and directors will subscribe for an aggregate of about 1.1 million of the shares. Currently, there are just over 40.4 million Winthrop shares outstanding, and the rights offering would raise that to approximately 45.6 million.

Winthrop plans to retain 374,600 shares of Sizeler, which represents almost 1.8% of Sizeler's outstanding common shares. Michael Ashner, Winthrop's chairman and CEO, resigned from the Sizeler board, effective immediately. Sizeler's properties suffered significant damage from 2005's three Gulf Coast hurricanes. In early January, Sizeler retained Wachovia Capital Markets as an advisor to explore potential strategic alternatives, which include the sale of the company or its assets, a merger, recapitalization, reorganization or restructuring.

In March 2005, prior to changing its name from First Union Real Estate Equity and Mortgage Investments, Winthrop, as a majority Sizeler shareholder, filed a complaint in a Baltimore circuit court over Sizeler's sale of nearly 2.7 million shares of newly issued common stock at $10.75, saying it was substantially below current value.

The move, Ashner charged, was "an attempt to manipulate the outcome of the upcoming shareholders' election." Sizeler counter sued; the case was bumped to a federal court, and both companies eventually dismissed the suits. Ashner was elected to Sizeler's board, and his resignation yesterday, accommodates his terms of an agreement with Sizeler when he was elected.

In afternoon trading on March 15, shares of FUR (Winthrop) were trading at $5.20, down 1.3% from the close of the NYSE the day before. Shares of SIZ were $14.63 a share, up 7% from the previous day's close.