<PAGE>
As filed with the Securities and Exchange Commission on March 17,1998
Registration No.
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Washington Real Estate Investment Trust
(Exact name of Registrant as specified in its charter)
Maryland 53-0261100
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
Larry E. Finger
10400 Connecticut Avenue Senior Vice President and
Kensington, Maryland Chief Financial Officer
(301) 929-5900 10400 Connecticut Avenue
Kensington, Maryland
(Address and telephone number of Registrant's (301) 929-5900
principal executive offices) (Name, address and telephone
number of agent for service)
Washington Real Estate Investment Trust Share Grant Plan
and Washington Real Estate Investment Trust Stock Option Plan for Trustees
(Full Title of the Plan)
____________________
The Commission is requested to send copies of all communications to:
Jeffrey E. Jordan, Esq.
Arent Fox Kintner Plotkin & Kahn, PLLC
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5339
____________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to Amount to Proposed maximum Proposed maximum Amount of
be registered be registered offering price per share(1) aggregate offering price(1) registration fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 1,715,241.5 $16.84375 $28,891,099.02 $8,523
of Beneficial
Interest, par
value $.01
</TABLE>
(1) Pursuant to Rule 457(h)(1), based on the average of the high and low
prices reported in the consolidated reporting system as of March 11,
1998, which is within five business days prior to the date of the filing
of this Registration Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in a Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 (as amended). June 30, 1997 and September 30, 1997.
3. The Registrant's Current Report on Form 8-K dated October 31, 1997.
4. The Registrant's Current Report on Form 8-K dated November 21, 1997.
5. The Registrant's Current Report on Form 8-K dated May 31, 1996, as
amended by Amendment No. 1 dated July 25, 1996.
6. The Registrant's Proxy Statement dated April 22, 1996.
7. The Registrant's Form 8-B dated July 10, 1996.
8. All other reports filed pursuant to Section 13(a) and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
fiscal year ended December 31, 1996.
<PAGE>
9. Registrant'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.
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 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 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
David M. Osnos, a trustee of the Registrant, is a member in the firm of
Arent Fox Kintner Plotkin & Kahn, PLLC.
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
for (1) to the extent that it is proved that such Trustee, 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 entering 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 the 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.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
See Exhibit Index on page 8.
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registrant Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, will submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
4
<PAGE>
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kensington, State of Maryland, on the 16 day of
March, 1998.
WASHINGTON REAL ESTATE INVESTMENT TRUST
By: /s/ Edmund B. Cronin, Jr.
-------------------------------
Edmund B. Cronin, Jr.
President and Chief
Executive Officer
5
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Edmund B. Cronin, Jr. and Larry E. Finger, and
each of them his true and lawful attorney-in-fact and agent with power of
substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post
effective amendments) to this Registration Statement on Form S-8, and to file
the same, with all exhibits thereto, and all documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done to comply with the
provisions of the Securities Act and all requirements of the Commission,
hereby ratifying and confirming all that said attorney-in-fact or any of
them, or their or his or her substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the date indicated:
Signatures Title Date
/s/ Authur A. Birney Chairman of the March 16, 1998
________________________ Trustees
Arthur A. Birney
/s/ William N. Cafritz Trustee March 16, 1998
________________________
William N. Cafritz
/s/ Edmund B. Cronin, Jr. Trustee, President March 16, 1998
________________________ and Chief Executive
Edmund B. Cronin, Jr. Officer
/s/ John M. Derrick, Jr. Trustee March 16, 1998
________________________
John M. Derrick, Jr.
/s/ Benjamin J. Dorsey Trustee March 16, 1998
________________________
Benjamin H. Dorsey
6
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Signatures Title Date
/s/ Larry E. Finger Senior Vice President March 16, 1998
________________________ and Chief Financial
Larry E. Finger Officer (Principal
Accounting Officer)
/s/ David M. Osnos Trustee March 16, 1998
________________________
David M. Osnos
/s/ Stanley P. Snyder Trustee March 16, 1998
________________________
Stanley P. Snyder
7
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EXHIBIT INDEX
Exhibit Page
- ------- ----
4. Instruments defining the rights of security holders
(a) Washington Real Estate Investment Trust Share Grant Plan ..... 9
(b) Washington Real Estate Investment Trust Stock Option Plan
for Trustees................................................... 18
5. Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC
re: validity of securities registered ............................... 22
23. Consents of experts and counsel
(a) Consent of Arthur Andersen LLP ................................. 24
(b) Consent of Price Waterhouse LLP ................................ 25
(c) Consent of Stoy, Malone & Company, P.C. ........................ 26
(d) Consent of McGladrey & Pullen, LLP ............................ 27
(e) Consent of Arent Fox Kintner Plotkin & Kahn, PLLC (counsel):
included in Exhibit 5
24. Power of Attorney: included on signature page
8
<PAGE>
Exhibit 4(a)
WASHINGTON REAL ESTATE INVESTMENT TRUST
SHARE GRANT PLAN
SECTION ONE
DESIGNATION AND PURPOSE OF PLAN
The purpose of the Washington Real Estate Investment Trust Share Grant
Plan (the "Plan") is to increase the ownership of Shares by the executives
and trustees who are mainly responsible for the continued growth and
development and financial success of Washington Real Estate Investment Trust
(the "Trust"). Such Share ownership gives such individuals a proprietary
interest in the Trust which induces them to continue in its employ or
trusteeship and rewards performance that directly supports the achievement of
the Trust's business objectives. The Plan also enables the Trust to attract
and retain such executives and trustees with critical technical and
management talent and reward them for the continued profitable performance of
the Trust.
SECTION TWO
DEFINITIONS
The following definitions are applicable herein:
"Award" - Restricted Shares or Unrestricted Shares granted hereunder.
"Board" - the Board of Trustees of the Trust.
"Change in Control" - an occasion upon which (i) any "person" (as such
term is used in Section 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Trust or a
corporation owned, directly or indirectly, by the shareholders of the Trust
in substantially the same proportions as their ownership of Shares of the
Trust, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Trust
representing 30% or more of the combined voting power of the Trust's then
outstanding securities; or (ii) during any period of twenty-four (24)
consecutive months (not including any period prior to the adoption of this
Plan), individuals who at the beginning of such period constitute the Board
and any new trustee (other than a trustee designated by a person who has
entered into an agreement with the Trust to effect a transaction described in
clauses (i) or (iii) of this Paragraph) whose election by the Board or
nomination for election by the Trust's shareholders was approved by a vote of
at least two-thirds (2/3) of the trustees then still in office who either
were trustees at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute a
majority thereof; or (iii)
<PAGE>
either (a) the shareholders of the Trust approve a merger or consolidation of
the Trust with any other corporation or trust other than a merger or
consolidation which would result in the voting securities of the Trust
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 70% of the combined voting power of the voting
securities of the Trust or such surviving entity outstanding immediately
after such merger or consolidation, (b) the shareholders of the Trust approve
a plan of complete liquidation of the Trust, or (c) the shareholders of the
Trust approve an agreement for the sale or disposition by the Trust of all or
substantially all the Trust's assets.
"Code" - the Internal Revenue Code of 1986, as amended. Reference in the
Plan to any section of the Code shall be deemed to include any amendments or
successor provisions to such section and any regulations promulgated
thereunder.
"Committee" - the Committee of the Board appointed to administer the Plan
pursuant to Section Four.
"Covered Employee" - an individual described in Section 162(m)(3) of the
Code.
"Date of Grant" - the date on which the granting of an Award is authorized
by the Committee or such later date as may be specified by the Committee in such
authorization.
"Eligible Individual" - (i) any officer of the Trust who holds the position
of Vice President of the Trust or higher; (ii) unless otherwise specified by the
Committee on a year-by-year basis, any person who serves as a trustee to the
Trust, exclusive of any trustee who is also an employee of the Trust; and (iii)
any other person employed by the Trust and designated as an Eligible Individual
by the Committee.
"Participant" - an Eligible Individual who has been granted an Award under
this Plan.
"Restricted Shares" - an Award of Shares which has been granted to an
employee under Section Seven.
"Share" - a share of beneficial interest in the Trust.
"Trust" - Washington Real Estate Investment Trust.
"Unrestricted Shares" - an Award of Shares which has been granted to a
trustee under Section Seven.
Wherever appropriate, words used in this Plan in the singular may mean the
plural, the plural may mean the singular and the masculine may mean the
feminine.
2
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SECTION THREE
EFFECTIVE DATE AND DURATION
A. Effective Date. This Plan has been adopted by the Board as of
December 16, 1997. The Plan shall be effective so as to permit the grant of
Awards to officers on or about December 16, 1997 and so as to permit the grant
of Awards to trustees on or about December 15, 1998.
B. Period for Grant of Awards. Awards may be made as provided herein for
a period of ten (10) years commencing December 16,1997.
SECTION FOUR
ADMINISTRATION
A. Appointment of Committee. The Board may act as the Committee or may
appoint a Committee which shall consist of not less than three (3) members of
the Board and which members shall be Non-Employee trustees as defined in Rule
16b-3 under the Securities Exchange Act of 1934, as amended (or such greater
number of members which may be required by said Rule 16b-3). In addition, the
Board shall designate a member of the Committee to act as Chairman of the
Committee, and the Board may remove any member of the Committee at any time and
appoint any trustee to fill any vacancy on the Committee.
B. Committee Meetings. The Committee shall hold its meetings at such
times and places as specified by the Committee Chairman. A majority of the
members of the Committee shall constitute a quorum. All actions of the Committee
shall be taken by a majority of the members at a meeting duly called by its
Chairman; provided, however, any action taken by a written document signed by a
majority of the members of the Committee shall be as effective as action taken
by the Committee at a meeting duly called and held.
C. Committee Powers. Subject to the provisions of this Plan which, inter
alia, provide for the automatic grant of Awards to Eligible Individuals, the
Committee shall have full authority in its discretion to (i) designate the
Eligible Individuals to whom Awards shall be granted, (ii) determine the number
of Shares to be made available under each such Award, (iii) determine the period
or periods in which the Participant may exercise such Award, (iv) determine the
date when such Award expires, (v) determine the market value for each Share
under such Award, and (vi) determine the grounds of forfeiture of an Award. The
Committee shall have all powers necessary to administer the Plan in accordance
with its terms, including the power to interpret this Plan and any ambiguity
arising thereunder and to resolve all questions arising under this Plan. The
Committee may prescribe such rules and regulations for administering this Plan
as the Committee deems appropriate.
3
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SECTION FIVE
GRANT OF AWARDS AND
LIMITATION OF NUMBER OF SHARES SUBJECT TO AWARD
The Committee shall, in accordance with this Section Five, make Awards to
each Eligible Individual, provided that (i) to the extent that an Award lapses
or the rights of the Participant to whom it was granted terminate, expire or are
cancelled for any other reason, in whole or in part, Shares (or remaining
Shares) subject to such Award shall again be available for the grant of an Award
under the Plan; and (ii) Shares delivered by the Trust under the Plan may be
authorized and unissued Shares, Shares held in the treasury of the Trust or
Shares purchased on the open market (including private purchases) in accordance
with applicable securities laws. In determining the size of each Award, the
Committee shall apply the following methodology:
A. Awards to Eligible Individuals Who are Employees of the Trust.
Awards of Restricted Shares shall be made to Eligible Individuals
who are employees of the Trust on or about December 15 of each
calendar year. If the Eligible Individual is the Chief Executive
Officer of the Trust, such individual shall receive an Award of
Restricted Shares with a market value equal to nine percent (9%) of
his Total Cash Compensation, as defined below. If the Eligible
Individual is a Senior Vice President of the Trust, such individual
shall receive an Award of Restricted Shares with a market value
equal to seven percent 7(%) of his Total Cash Compensation. If the
Eligible Individual is a Vice President of the Trust, such
individual shall receive an Award of Restricted Shares with a
market value equal to two and one-half percent (2.5%) of his/her
Total Cash Compensation. If the Eligible Individual is a person
who does not hold an officer's position but is otherwise designated
by the Committee as an Eligible Individual, the amount of such
individual's Award of Restricted Shares shall be determined by the
Committee. For these purposes, Total Cash Compensation
shall equal such Eligible Individual's annual salary paid or to
be paid during the current calendar year plus the bonus amount
projected to be paid with respect to the current calendar year
under the Trust's bonus pool program.
B. Awards to Eligible Individuals Who are Trustees. An Award of four
hundred (400) Unrestricted Shares shall be made to each Eligible
Individual who is a trustee on or about December 16 of each
calendar year.
C. Aggregate Limitation. The aggregate number of Shares which can be
made the subject of Awards under this Plan, together with the
aggregate number of Shares issued either directly or in connection
with the exercise of a stock option under any other plan maintained
by the Trust, may not exceed three percent (3%) of the number of
then-outstanding Shares in any one calendar year and may not
exceed,
4
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in the aggregate, during any five (5) year period, ten percent (10%)
of the number of then-outstanding Shares.
SECTION SIX
ELIGIBILITY
Officers who hold the position of Vice President or higher and trustees of
the Trust and other employees of the Trust designated by the Committee as
Eligible Individuals shall be eligible to be granted Awards under the Plan. A
member of the Committee shall continue to be eligible for an Award hereunder.
SECTION SEVEN
SHARE AWARDS
A. Grants of Shares. An Award made pursuant to this Section Seven
shall be granted in the form of Shares. In the case of a Participant who is
an employee, such Shares shall be restricted and held by the Trust in a
Custodial Account in the name of the Participant until the lapse of the
restriction period set forth in Section Seven B, below. Within thirty (30)
days of the lapse of the restriction period set forth in Section Seven B,
below, a certificate representing all Shares relating to an Award which have
not been previously forfeited under Section Seven D, below, shall be
transferred from such Custodial Account to the Participant without the
payment of consideration by such Participant. Unrestricted Shares granted to
a trustee shall be issued in the name of the Participant without a
restrictive legend within thirty (30) days from the date of grant.
The Committee may also impose such other restrictions and conditions on the
Restricted Shares as it deems appropriate.
B. Restriction Period - Employees. At the time a Restricted Share Award
is made, the Committee shall establish a restriction period applicable to such
Award which shall be five (5) years, during which twenty percent (20%) of the
Shares related to such Award shall become nonforfeitable on each anniversary of
the date of such grant. The total number of Restricted Shares which may be
granted to any single Covered Employee under this Plan during any calendar year
shall be limited to 100,000.
C. Restriction Period - Trustees. Restriction periods shall not apply to
Unrestricted Share Awards granted to trustees.
5
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D. Forfeiture of Award. In the event a Participant ceases employment
during a restriction period, subject to the terms of each particular
Restricted Share Award, and subject to the special rules set forth below in
Section Ten regarding death, disability, and retirement on or after
attainment of age 65, lay-off and Change in Control of the Trust, Shares
which had not previously vested under the terms of the Award as of the date
of termination of employment shall be forfeited. The vested portion of the
Award shall continue to be subject to restriction on transfer until the
expiration of the restriction period.
Any Restricted Shares which are forfeited shall be held by the Trust for
potential reissuance under this Plan.
SECTION EIGHT
CHANGES IN CAPITAL STRUCTURE OR SHARES
In the event any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend, stock split,
combination of Shares, rights offering, or extraordinary dividend or
divestiture (including a spin-off), or any other change in the capital
structure or Shares of the Trust, the Committee shall make adjustments,
determined by the Committee in its discretion to be appropriate, as to the
number and kind of securities subject to this Plan and specified in Section
Five of this Plan and as to the number and kind of securities covered by each
outstanding Award.
SECTION NINE
CORPORATE REORGANIZATION OR DISSOLUTION
A. Discontinuation of the Plan. The Plan shall be discontinued in the
event of the dissolution or liquidation of the Trust or in the event of a
Reorganization (as hereinafter defined) in which the Trust is not the
surviving company, or in which the Trust is or becomes a subsidiary of
another company after the effective date of the Reorganization and no plan or
agreement respecting the Reorganization is established which specifically
provides for the continuation of the Plan and the change, conversion, or
exchange of the Shares relating to existing Awards under this Plan for
securities of another corporation. Upon the dissolution of the Plan in
connection with an event described in this Paragraph A, all Awards shall
become fully vested.
B. Continuation of the Plan Upon a Reorganization. In the event of a
Reorganization (as hereinafter defined) (i) in which the Trust is not the
surviving or acquiring company, or in which the Trust is or becomes a
subsidiary of another company after the effective date of the Reorganization,
and (ii) with respect to which there is a reorganization agreement which
undertakes to continue the Plan and to provide for the change, conversion or
exchange of the
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Shares attributable to outstanding Awards for securities of another
corporation, then the Plan shall continue and the Committee shall adjust the
Shares under such outstanding Awards (and shall adjust the Shares remaining
under the Plan which are then to be available for the grant of additional
Awards under the Plan, if the reorganization agreement makes specific
provisions therefor), in a manner not inconsistent with the provisions of the
reorganization agreement and this Plan for the adjustment, change, conversion
or exchange of such Awards.
The term "Reorganization" as used in this Section Nine shall mean any
statutory merger, statutory consolidation, sale of all or substantially all
of the assets of the Trust, or sale, pursuant to an agreement with the Trust,
of securities of the Trust pursuant to which the Trust is or becomes a
subsidiary of another company after the effective date of the Reorganization.
C. Adjustments and Determinations. Adjustments and determinations
under this Section Nine shall be made by the Committee, whose decisions as to
what adjustments or determinations shall be made, and the extent thereof,
shall be final, binding, and conclusive.
SECTION TEN
RETIREMENT, DISABILITY, DEATH, LAY-OFF AND CHANGE IN CONTROL
A. Retirement, Disability and Death. In the event of retirement on or
after attaining age 65, disability, or death of a Participant who is an
employee, all nonvested Shares shall immediately vest but no Shares shall be
released from the restriction on transfer until the original restriction
period relating to the Award lapses. Each Participant who is an employee may
designate a beneficiary for the Shares awarded to him/her under this Plan.
If the Participant fails to designate a beneficiary, the Participant shall be
deemed to have designated his/her estate as his/her beneficiary.
B. Lay-Off. In the event the employment of a Participant who is an
employee is terminated due to a lay-off in connection with a reduction in
force, the Restricted Shares shall continue to vest in accordance with the
schedule set forth in Section Seven B, notwithstanding the termination of
employment. No Shares shall be released from the restriction on transfer
until the original restriction period relating to the Award lapses.
C. Change in Control. In the event of a Change in Control, all nonvested
Shares shall immediately vest but shall not be released from the restriction on
transfer until the original restriction period relating to the Award lapses.
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SECTION ELEVEN
MISCELLANEOUS PROVISIONS
A. Nontransferability. The Committee may impose such restrictions on
the transferability of an Award, if any, as it may in its sole discretion
determine.
B. No Employment or Trusteeship Right. Neither this Plan nor any
action taken hereunder shall be construed as giving any right to be retained
as an employee or trustee of the Trust.
C. Tax Withholding. Upon vesting of a portion of the Award, the
employee to whom the Award was granted may be required to pay to the Trust,
as appropriate, the amount of any such taxes which the Trust is required to
withhold with respect to such vesting of such Shares. At the request of a
Participant, or as required by law, such sums as may be required for the
payment of any estimated or accrued income tax liability may be withheld from
other compensation due by the Trust to such individual and paid over to the
governmental entity entitled to receive the same. The Committee may from time
to time establish procedures for the withholding of Shares.
D. Government and Other Regulations. The obligation of the Trust to
make payment of Awards in Shares or otherwise shall be subject to all
applicable laws, rules, and regulations and to such approvals by any
government agencies as may be required. The Trust shall be under no
obligation to register under the Securities Act of 1933, as amended ("Act"),
any of the Shares issued, delivered or paid in settlement under the Plan. If
Shares awarded under the Plan may in certain circumstances be exempt from
registration under the Act, the Trust may restrict its transfer in such
manner as it deems advisable to ensure such exempt status.
E. Limits on Discretion. Anything in this Plan to the contrary
notwithstanding, if the Award so provides, the Committee shall not have any
discretion to increase the amount of compensation payable under the Award to
the extent such discretion would cause the Award to lose its qualification as
performance-based compensation for purposes of Section 162(m)(4)(C) of the
Code and the regulations thereunder.
F. Governing Law. All matters relating to the Plan or to Awards
granted hereunder shall be governed by the laws of the State of Maryland,
without regard to its principles of conflict of laws.
G. Titles and Headings. The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles and headings, shall
control.
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SECTION TWELVE
AMENDMENT OF PLAN
A. Discretion of the Board. The Board may at any time and from time to
time alter, amend, suspend or terminate the Plan in whole or in part, except no
such action may be taken without the consent of the Participant to whom any
Award shall theretofore have been granted, which adversely affects the rights of
such Participant concerning such Award, except as such termination or amendment
of the Plan is required by statute, or rules and regulations promulgated
thereunder.
B. Automatic Termination. This Plan shall terminate on December 15,
2007. Awards may be granted under this Plan at any time and from time to time
prior to the termination of the Plan. Any Award outstanding at the time the
Plan is terminated shall remain in effect until said Award is exercised or
expires.
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Exhibit 4(b)
WASHINGTON REAL ESTATE INVESTMENT TRUST
STOCK OPTION PLAN FOR TRUSTEES
1. Purpose. This Stock Option Plan for Trustees ("Plan") is intended
to provide incentive to members of the Board of Trustees (the "Board") of
Washington Real Estate Investment Trust (the "Trust") who are not otherwise
employees of the Trust by providing those individuals with opportunities to
purchase shares of beneficial interest of the Trust ("Shares") under stock
options ("Options").
2. Administration. The Plan shall be administered by the Board.
However, the Board, in its sole discretion, may at any time delegate its
administrative authority hereunder to a committee of trustees (the
"Committee") who shall be selected by the members of the Board, provided that
the Committee shall be composed of three or more trustees and all of the
members of the Committee are "Non-Employee" trustees, as defined in Rule
16b-3 under the Securities and Exchange Act of 1934, as amended. The Board
(or the Committee, if applicable) shall have authority, subject to the terms
of the Plan, to determine the individuals to whom Options shall be granted,
the number of Shares to be covered by each Option, the purchase price of the
Shares covered by each Option, the time or times at which Options shall be
granted, and the terms and provisions of the instruments by which Options
shall be evidenced; to interpret the Plan; and to make all determinations
necessary or advisable for the administration of the Plan. Subject to the
requirements of the first sentence of this Section, business shall be
transacted by a majority vote of the members of the Board (or the Committee)
and a decision or determination reduced to writing and signed by the members
of the Board (or the Committee) shall be fully effective as if it had been
made by a vote at a meeting duly called and held. No member of the Board (or
the Committee) shall be liable for any action or determination made in good
faith with respect to the Plan or any Option granted under the Plan.
3. Eligibility. Options may be granted for the benefit of trustees of
the Trust who are not employees. Granting of any Option to a trustee shall
neither entitle such trustee to, nor disqualify him/her from, participation
in any other grant of Options.
4. Shares. The Shares as to which Options may be granted shall be
shares of beneficial interest of the Trust. When Options are exercised, the
Trust may either issue unissued Shares or transfer issued Shares held in its
treasury. The total amount of Shares which may be granted under the Plan
shall not, when aggregated with any Shares issued either directly or in
connection with the exercise of an Option under any other plan maintained by
the Trust, exceed in any one year three percent (3%) of the number of
then-outstanding Shares or, in the aggregate during any five (5) year period,
exceed ten percent (10%) of the number of then-outstanding Shares, subject to
further adjustment as provided in Section 7. In the event that any
outstanding Option under the Plan for any reason expires or is terminated
prior to the end of the period during
<PAGE>
which Options may be granted, the Shares allocable to the unexercised portion
of such Option may again be subject in full or in part to any Option under
the Plan.
5. Granting of Options. Options may be granted under the Plan at any
time prior to December 15, 2007. The date of grant of an Option under the
Plan shall be the date on which the Option is awarded by the Board (or the
Committee). In granting such Options, the Board (or the Committee) shall bear
in mind that the Plan is designed to retain trustees and to reward such
trustees for their dedication and loyalty to the Trust. Therefore, it is the
Board's expectation and desire that Shares obtained through the exercise of
Options shall generally be retained by such trustees during their period of
trusteeship with the Trust so that such individuals shall enjoy the benefits
and the ongoing incentive which is provided through equity ownership in the
Trust. Except as set forth below, each year the Option to be granted to each
eligible trustee shall cover two thousand (2,000) Shares, subject to
adjustment as provided in Section 7. Notwithstanding the foregoing, with
respect to a year in which a trustee is scheduled to terminate his/her
trusteeship, such trustee shall be granted an Option which shall cover one
thousand (1,000) Shares, subject to adjustment as provided in Section 7. In
the event a new trustee is appointed, effective as of a date other than the
first day of the fiscal year of the Trust, the number of Shares related to
the Option to be granted to such Trustee for the fiscal year in which he or
she is first appointed shall be appropriately adjusted by the Board (or the
Committee) to reflect the fraction of the fiscal year during which such
individual serves as a trustee.
6. Terms and Conditions of Options. Options shall be evidenced by
instruments in such form as the Board may from time-to-time approve. Such
instruments shall conform to the following terms and conditions:
(a) Option Price. The Option price per Share shall not be less than
the fair market value of a Share on the day the Option is granted. The
"fair market value" of a Share shall be determined as the price equal to
the mean of the highest and lowest selling prices for a Share on the stock
exchange on which the Shares are traded as of the day the Option is
granted. The Option price of any Share as to which an Option is exercised
shall, upon delivery of the Shares, be paid in full by money order,
cashier's check or by delivery of Shares already owned by the holder of the
Option for a minimum of six (6) months (at the current fair market value of
such Shares).
(b) Term of Options. Each Option shall expire upon the tenth
anniversary of the date of its grant.
(c) Exercisability. Each Option may be exercisable on grant or may
become exercisable in one or more installments at the time or times
provided in the instrument evidencing the Option, as the Board (or the
Committee) shall determine.
The holder of an Option shall have none of the rights or privileges of
a shareholder with respect to the Shares issuable upon the exercise of the
Option until certificates
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<PAGE>
representing such Shares shall have been issued and delivered to him/her
upon the exercise of his/her Option.
The Trust shall make delivery of such Shares within a reasonable
period of time, provided, however, that if any law, regulation, or
agreement requires the Trust to take any action with respect to such Shares
before the issuance thereof, then the date of delivery of such Shares shall
be extended for the period necessary to take such action.
(d) Termination of Trusteeship. If an Optionee ceases to be a
trustee of the Trust for any reason, any Option or unexercised portion
thereof granted to him/her shall continue in accordance with its terms and
shall expire on its normal date of expiration unless previously exercised.
(e) Assignability. No Option shall be assignable or transferable by
the Optionee except by will or the laws of descent and distribution, and
during the lifetime of the Optionee, each Option shall be exercisable only
by the Optionee or the Optionee's guardian or legal representative. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of an Option or any of the rights of the Optionee thereunder (other than by
will or the laws of descent and distribution), such Option shall
immediately become null and void and the rights and privileges of the
Optionee thereunder shall immediately terminate.
Instruments evidencing Options may contain such other provisions, not
inconsistent with the Plan, as the Board (or the Committee) deems advisable.
Among those provisions may be a requirement that the Optionee represent to the
Trust in writing, when an Option is granted or when he/she purchases Shares on
its exercise, that he/she is accepting such Option or purchasing such Shares
(unless they are then covered by a registration statement under the Securities
Act of 1933) for his/her own account for investment only. All Shares which are
not registered under the Securities Act of 1933 at the time of the exercise of
any Option shall be, at the direction of the Board and upon advice of counsel to
the Trust, marked with an appropriate legend restricting their transfer to
insure compliance with said Act.
7. Capital Adjustments. The number and price of the Shares covered by
each Option and the total number of Shares that may be granted under the Plan
shall be proportionately adjusted to reflect, as deemed equitable and
appropriate by the Board, any stock dividends, stock split or share combination
of the Shares or recapitalization of the Trust. To the extent deemed equitable
and appropriate by the Board, subject to any required action by shareholders, in
any merger, consolidation, reorganization, liquidation or dissolution, any
Option granted under the Plan shall pertain to the securities and other property
to which a holder of the number of Shares covered by the Option would have been
entitled to receive in connection with such event.
Upon the dissolution or liquidation of the Trust, each Option granted under
the Plan shall terminate; but the Optionee shall have the right, immediately
prior to such dissolution or
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<PAGE>
liquidation, to exercise his/her Option in full to the extent not theretofore
exercised regardless of any provision in the Option contract providing for the
deferment of the exercise thereof.
8. Indemnification of Board. In addition to such other rights of
indemnification as they may have as members of the Board, the members of the
Board shall be indemnified by the Trust against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding
to which they or any of them may be party by reason of any action taken or
failure to act under or in connection with the Plan, or any Option granted
thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by legal counsel selected by the Trust)
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith. Upon the
institution of any such action, suit or proceeding, a Board member shall
notify the Trust in writing, giving the Trust an opportunity, at its own
expense, to handle and defend the same before such Board member undertakes to
handle it on his/her own behalf.
9. Termination and Amendment. The Plan shall expire on December 15,
2007 (except as to Options outstanding on that date). The Plan may be
terminated or amended by the Board as provided below.
The Board by majority vote and without shareholder approval may
terminate the Plan and at any time and from time-to-time amend the Plan in
such respects as it shall deem advisable to conform to any change in the law
or for any other purpose.
The amendment of the Plan shall not, without the written consent of a
trustee, affect his/her rights under an Option theretofore granted to him/her.
4
<PAGE>
Exhibit 5
[Arent Fox Kintner Plotkin & Kahn, PLLC Letterhead]
March 13, 1998
The Board of Trustees
Washington Real Estate Investment Trust
10400 Connecticut Avenue
Kensington, Maryland 20895
Gentlemen:
We have acted as counsel to Washington Real Estate Investment Trust (the
"Trust") with respect to the Trust's Registration Statement on Form S-8, filed
by the Trust with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933 of
1,715,241.50 Shares of Beneficial Interest, par value $.01(the "Shares").
As counsel to the Trust, we have examined the Trust's Declaration of Trust,
as amended (the "Declaration of Trust"), and such records, certificates and
other documents of the Trust, as well as relevant statutes, regulations,
published rulings and such questions of law, as we considered necessary or
appropriate for the purpose of this opinion.
We assume that, prior to the sale of any Shares to which the Registration
Statement relates, appropriate action will be taken to register and qualify such
Shares for sale, to the extent necessary, under any applicable state securities
laws.
Based on the foregoing, we are of the opinion that the 200,000 Shares
currently subject to the Washington Real Estate Investment Trust Share Grant
Plan and the 1,515,241.50 Shares currently subject to the Washington Real Estate
Investment Trust Stock Option Plan for Trustees, when issued and paid for in
accordance with the terms thereof, will be validly issued, fully paid and,
subject to the following paragraph, nonassessable.
<PAGE>
The Board of Trustees
March 13, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement. In giving this consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the General Rules and Regulations thereunder.
Very truly yours,
ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
By: /s/ Jeffrey E. Jordan
___________________________
Jeffrey E. Jordan
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 24, 1997
included in Washington Real Estate Investment Trust's Form 10-K for the year
ended December 31, 1996 and to all references to our firm in this registration
statement.
ARTHUR ANDERSEN LLP
Washington, DC
March 16, 1998
<PAGE>
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of our report
dated March 27, 1996 appearing on page 23 of Washington Real Estate
Investment Trust's Annual Report on Form 10-K for the year ended December 31,
1995. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
PRICE WATERHOUSE LLP
Washington, D.C.
March 16, 1998
<PAGE>
Exhibit 23(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 and the related Prospectus, of (i) our report dated June 18,
1996, relating to the audited historical summary of gross income and direct
operating expenses of Maryland Trade Center I and II, for the year ended
December 31, 1995, which report is included in the Trust's Current Report on
Form 8-K dated May 31, 1996, as amended by Amendment No. 1 dated July 25,
1996, (ii) our report dated October 17, 1997, relating to the audited
historical summary of gross income and direct operating expenses of 1600
Wilson Boulevard, for the year ended December 31, 1996, which report is
included in the Trust's Current Report on Form 8-K dated October 31, 1997 and
(iii) our report dated November 12, 1997, relating to the audited historical
summary of gross income and direct operating expenses of Bethesda Hill
Apartments, for the year ended December 31, 1996, which report is included in
the Trust's Current Report on Form 8-K dated November 21, 1997.
STOY, MALONE & COMPANY, P.C.
Bethesda, Maryland
March 16, 1998
<PAGE>
Exhibit 23(d)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 and the related Prospectus, of our report dated November 14,
1997, relating to the audited historical summary of gross income and direct
operating expenses of Space Center Tysons, Inc., which report is included in
the Trust's Current Report on Form 8-K dated November 21, 1997.
MCGLADREY & PULLEN, LLP
March 16, 1998
