Prospectus excerpt:  We are offering 1,600,000 shares of our 9.25% Series D Cumulative Redeemable Preferred Shares, $1.00 par value per share, which we refer to in this prospectus supplement as the Series D Preferred Shares. We will pay cumulative dividends on the Series D Preferred Shares from the date of original issue at a rate of 9.25% per annum on the $25.00 liquidation preference per share (equivalent to an annual rate of $2.3125 per share). Dividends on the Series D Preferred Shares will be payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on December 30, 2011. The Series D Preferred Shares will rank senior to our common shares of beneficial interest, par value $1.00 per share, which we refer to in this prospectus supplement as common shares, with respect to dividend rights and rights upon our liquidation, dissolution or winding-up.

The underwriters have agreed to allocate for sale in the offering, at the same price as will be initially offered by the underwriters to others, 60,000 Series D Preferred Shares to The Ashner Family Evergreen Foundation and 40,000 Series D Preferred Shares to Michael Ashner. Mr. Ashner is the chairman of our board of trustees and our chief executive officer, and is a director of The Ashner Family Evergreen Foundation. The Ashner Family Evergreen Foundation and Mr. Ashner have agreed to acquire such Series D Preferred Shares.

Generally, we are not permitted to redeem the Series D Preferred Shares prior to November 28, 2016, except in limited circumstances relating to our ability to qualify as a real estate investment trust, or REIT. On or after November 28, 2016, we may, at our option, redeem the Series D Preferred Shares, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such Series D Preferred Shares up to but excluding the redemption date. In addition, upon the occurrence of a change of control, as a result of which neither our common shares, nor the common securities of the acquiring or surviving entity (or American Depositary Receipts, or ADRs, representing such securities) is listed on the New York Stock Exchange, or NYSE, the NYSE Amex Equities, or the NYSE Amex, or the NASDAQ Stock Market, or NASDAQ, or listed or quoted on a successor exchange or quotation system, we may, at our option, redeem the Series D Preferred Shares, in whole or in part within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If we exercise any of our redemption rights relating to the Series D Preferred Shares, the holders of Series D Preferred Shares will not have the conversion right described below. The Series D Preferred Shares have no stated maturity date and are not subject to mandatory redemption or any sinking fund. Holders of the Series D Preferred Shares will generally have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances.