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As filed with the Securities and Exchange Commission on July 12, 1996
Registration No. 33-63671
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WASHINGTON REAL ESTATE INVESTMENT TRUST
(Exact name of Registrant as specified in its charter)
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MARYLAND 53-0261100
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(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
LARRY E. FINGER
10400 CONNECTICUT AVENUE SENIOR VICE PRESIDENT
KENSINGTON, MARYLAND 10400 CONNECTICUT AVENUE
(301) 929-5900 KENSINGTON, MARYLAND
(Address and telephone number of Registrant's (301) 929-5900
principal executive offices) (Name, address and telephone
number of agent for service)
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1991 INCENTIVE STOCK OPTION PLAN
AND TWO NON-QUALIFIED SHARE OPTIONS
(Full Title of the Plan)
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The Commission is requested to send copies of all communications to:
JEFFREY E. JORDAN, ESQ.
ARENT FOX KINTNER PLOTKIN & KAHN
1050 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
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In accordance with Rule 414 under the Securities Act of 1933,
as amended (the "Securities Act"), Washington Real Estate Investment Trust, a
Maryland trust (the "Registrant"), as successor to Washington Real Estate
Investment Trust, a District of Columbia trust (the "Predecessor), hereby
amends the Form S-8 Registration Statement No. 33-63671 filed with the
Securities and Exchange Commission (the "Commission") on October 25, 1995 by
the Predecessor, hereby adopts such Registration Statement as its own
Registration Statement for all purposes of the Securities Act and the
Securities Exchange Act of 1934 (the "Exchange Act") and hereby sets forth any
additional information necessary to reflect any material changes made in
connection with or resulting from the succession, or necessary to keep the
Registration Statement from being misleading in any material respect.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant or
the Predecessor with the Commission are incorporated by reference in this
Registration Statement:
1. The Predecessor's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
2. The Predecessor's Quarterly Reports on Form 10-Q for
the period ended March 31, 1996.
3. The Predecessor's Proxy Statement dated April 22,
1996.
4. The Predecessor's Current Report on Form 8-K dated
May 31, 1996.
5. All other reports filed by the Predecessor or the
Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year ended December 31, 1995.
6. The Predecessor's Form 8-A Registration Statement
filed pursuant to Section 12 of the Exchange Act, containing a description of
the Registrant's shares of beneficial interest ("Shares"), including any
amendment or report filed for the purpose of updating such description.
7. The Registrant's Form 8-B Registration Statement
filed pursuant to Section 12 of the Exchange Act.
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
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remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Declaration of Trust dated April 5, 1996
provides that no Trustee or officer of the Registrant shall be personally
liable, in tort, contract or otherwise, in connection with the Registrant's
property or the affairs of the Registrant, or on account of his own acts or
omissions to the Registrant, or to any shareholder, Trustee, officer or agent
thereof except (1) to the extent that it is proved that such Trustee or officer
actually received an improper benefit or profit in money, property, or
services, in which case any such liability shall not exceed the amount of the
benefit or profit in money, property, or services actually received; or (2) to
the extent that a judgment or other final adjudication adverse to such Trustee
or officer is entered in a proceeding based on a finding in the proceeding that
such Trustee's or officer's action or failure to act was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated
in the proceeding. All persons shall look solely to the Registrant's property
for satisfaction of claims of any nature in connection with the affairs of the
Registrant. The Registrant's Declaration of Trust further provides for the
indemnification of the Registrant's Trustees and officers to the fullest extent
permitted by Section 2-418 of the Maryland General Corporation Law.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Post
Effective Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kensington, State of Maryland, on the 12 day of
July, 1996.
WASHINGTON REAL ESTATE INVESTMENT TRUST
By: /s/ Edmund B. Cronin, Jr.
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Edmund B. Cronin, Jr.
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Pursuant to the requirements of the Securities Act, this Post
Effective Amendment has been signed below by the following persons in the
capacities and on the date indicated:
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SIGNATURES TITLE DATE
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/s/ Arthur A. Birney * Chairman of the July 12, 1996
- ---------------------------------- Trustees
Arthur A. Birney
/s/ William N. Cafritz * Trustee July 12, 1996
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William N. Cafritz
/s/ Edmund B. Cronin, Jr. Trustee, President July 12, 1996
- ---------------------------------- and Chief Executive
Edmund B. Cronin, Jr. Officer
/s/ Benjamin H. Dorsey * Trustee July 12, 1996
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Benjamin H. Dorsey
/s/ Larry E. Finger Senior Vice President July 12, 1996
- ---------------------------------- and Chief Financial
Larry E. Finger Officer (Principal
Accounting Officer)
/s/ B. Franklin Kahn * Trustee July 12, 1996
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B. Franklin Kahn
/s/ David M. Osnos * Trustee July 12, 1996
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David M. Osnos
/s/ Stanley P. Snyder * Trustee July 12, 1996
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Stanley P. Snyder
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*/ Signed by Edmund B. Cronin, Jr., pursuant to the power of attorney
previously filed as part of this Registration Statement on Form S-8.
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