SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Exchange Act of 1934 (Amendment No. )
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Commission Only (as permitted
by Rule 14a-6(e)(2))
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( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Washington Real Estate Investment Trust
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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NOTICE
THE WASHINGTON REAL ESTATE INVESTMENT TRUST
ANNUAL MEETING OF SHAREHOLDERS
HAS BEEN ADJOURNED UNTIL JULY, 23 1998
We previously sent you material relating to the Annual Meeting of Shareholders
of Washington Real Estate Investment Trust held on June 24, 1998. The meeting
was adjourned in order to allow sufficient time to obtain the required vote on
Proposals 2, 3 and 5.
Each of these proposals received the support of at least 88% of the shareholders
who voted. However, these proposals required the approval of at least 70% of all
outstanding shares. Therefore, we have adjourned the meeting as to these
proposals to allow more shareholders to vote.
PROPOSAL 2
This proposal, relating to authorizing the issuance of Preferred Shares,
received the support of more than 88% of the shares voting on the proposal.
However, only 67% of the outstanding shares voted on this proposal and therefore
it did not receive the favorable vote of 70% of the outstanding shares, as
required by the Declaration of Trust.
The Board believes that current market conditions offer an opportunity for real
estate investment trusts to issue preferred shares upon very favorable rates.
The ability to issue Shares could be particularly important in connection with
efforts to raise additional capital. A substantial number of real estate
investment trusts have the authority to issue preferred shares and a significant
number have issued preferred shares. WE ARE APPROACHING THE 70% THRESHOLD, AND
NEED YOUR SUPPORT TO AVOID FURTHER DELAY AND EXPENSE.
PROPOSAL 3
This proposal, relating to an amendment to the Declaration of Trust authorizing
the Trustees to adopt future changes to preserve REIT status, received the
support of more than 94% of the shares voting on the proposal. However, only 67%
of the outstanding shares voted on this proposal and therefore it did not
receive the 70% vote required by the Declaration of Trust.
PROPOSAL 5
This proposal, relating to an amendment to the Declaration of Trust to revise
the super-majority voting provision, received the support of more than 91% of
the shares voting on the proposal. However, only 66% of the outstanding shares
voted on this proposal and therefor it did not receive the 70% vote required
under the Declaration of Trust. The Trustees believe that this is an opportune
time to make a technical correction to the terms of Section 10.1 of the
Declaration of Trust.
At the Annual Meeting, shareholders showed overwhelming support for Proposals 1
and 4, which, requiring only a majority approval, were adopted.
THE MEETING WILL RECONVENE AT THE TRUST'S OFFICES AT 10400 CONNECTICUT
AVENUE, KENSINGTON, MD, 20895, ON JULY 23, 1998, AT 9:00 A.M.
Enclosed please find a proxy card soliciting your vote on proposals 2, 3 and 5.
Only the latest dated proxy card will count.
IF YOU HAVE ANY QUESTIONS ABOUT THESE PROPOSALS, PLEASE CALL LARRY E. FINGER AT
(800) 565-WRIT (9748) TOLL-FREE.
REMEMBER, NOT VOTING COUNTS AS A VOTE AGAINST!
PLEASE VOTE YOUR PROXY TODAY!
