SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WASHINGTON REAL ESTATE INVESTMENT TRUST
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
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<PAGE>
August 3, 1998
Re: Unvoted Proxies
Dear Shareholder:
We are writing to inform you that we have adjourned the annual meeting to
September 17, 1998 in order to allow more time to obtain votes from the 27% of
shareholders who have not voted on the various proposals we put before the
shareholders at this year's annual meeting. If you have not yet voted, we wish
to emphasize that for the long-term benefit of Washington REIT, your "FOR" vote
is necessary. Not voting is the same as voting "AGAINST".
Many of the provisions of our Declaration of Trust require only 50% of the
outstanding shares to carry a resolution for modification. But for these
particular propositions, the charter requires at least 70% of all outstanding
shares. At this time, slightly less than 73% of the outstanding shares have
voted. While over 89% of the shares voted are in favor of the proposals, this
represents only 65% all outstanding shares.
Briefly these amendments to the charter are necessary for the following reasons:
o Permit the Trust to raise capital through the issuance of fixed rate
preferred shares without diluting the common shareholders' ownership
percentage.
o Maintain REIT status through Trustee amendments in the event that
changes in the REIT law require amendments to the charter.
o Limit the super majority voting provisions of the Declaration of Trust
to the substantive areas we believe were originally intended.
The question most asked by those who have voted is, "Why would issuing fixed
rate preferred shares be a benefit to the common shareholder?" The reasons are
that based upon current market conditions:
o There is no equity dilution.
o The dividend rates are perpetually fixed and very low by historical
standards.
o There is no maturity date.
o The shares may, at WRIT's option, be redeemed after 5 years at no
premium.
Our Trustees and Management strongly recommend these proposals be adopted. All
votes count. Again, we must achieve in excess of 70% of outstanding shares to
carry these recommendations and not voting is the same as a vote against. All
votes must be in by September 17, 1998.
If our records indicate that you have not yet voted, you should find a new
voting card enclosed with this letter. We urge you to return the enclosed voting
card expeditiously. If our records indicate that you have already voted, we have
not enclosed a new voting card but have sent you this letter for your
information only. Should you have any questions about these proposals, please
don't hesitate to call Larry E. Finger, our Chief Financial Officer at
800-565-9748.
Sincerely,
Arthur A. Birney Edmund B. Cronin, Jr.
Chairman President & Chief Executive Officer
