<PAGE>
As filed with the Securities and Exchange Commission on March 19, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-4
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)
Maryland 53-0261100
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
--------------------
10400 Connecticut Avenue
Kensington, Maryland 20895
(301) 929-5900
(Address, including zip code, and telephone number of Registrant's
principal executive offices)
--------------------
Mr. Larry E. Finger
Senior Vice President and
Chief Financial Officer
10400 Connecticut Avenue
Kensington, Maryland 20895
(301) 929-5900
(Name, address, including zip code, and telephone number of agent for service)
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
(202) 857-6473
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this registration statement
pursuant to Rule 415.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE>
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earliest
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earliest effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Aggregate
amount
Title of each class of to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per unit(1) aggregate offering price(1) registration fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 4,500,000 $16.7188 $75,234,375 $22,195
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) based on the average high and low reported
sale prices on the American Stock Exchange for March 13, 1998
--------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
SUBJECT TO COMPLETION, DATED MARCH 19, 1998
PROSPECTUS
4,500,000 Common Shares
Washington Real Estate Investment Trust
_______________
This Prospectus relates to 4,500,000 common shares of beneficial
interest, $.01 par value per share ("Common Shares") of Washington Real
Estate Investment Trust ("WRIT" or the "Trust"), which the Trust may offer
and issue from time to time in the acquisition of other businesses or
properties.
It is anticipated that such acquisitions will consist principally of
real estate businesses, real estate investment trusts or other entities that
are engaged in the real estate business and/or own office, retail,
multi-family or industrial properties, or portfolios containing such
properties. The Trust may also issue Common Shares pursuant to this
Prospectus to directly acquire real estate properties. The consideration for
such business and property acquisitions may consist of Common Shares, cash,
notes, assumption of liabilities, or a combination thereof, as determined
from time to time by negotiations between the Trust and the owners or
controlling persons of the property, portfolio or entity to be acquired. The
terms of the acquisition will be determined by negotiations between the
Trust's representatives and the owners or controlling persons of the
property, portfolio or entity to be acquired. It is anticipated that Common
Shares used in any such acquisition will be valued at a price reasonably
related to the current market value of the Common Shares, either at the time
the terms of the acquisition are tentatively agreed upon, or at or about the
time of the closing, or during the period or periods prior to the delivery of
the Common Shares.
No underwriting discounts or commissions will be paid in connection
with the issuance of the Common Shares, although finder's fees may be paid
from time to time in connection with specific acquisitions. Any person
receiving such fees may be deemed to be an underwriter within the meaning of
the Securities Act of 1933, as amended. All expenses of this offering will
be paid by the Trust.
For information relating to the resale of Common Shares pursuant to
this Prospectus, see "Outstanding Common Shares Covered by this Prospectus."
The Common Shares are listed on the American Stock Exchange under
the symbol "WRI." The last reported sale price of the Common Shares on the
American Stock Exchange on March 18, 1998 was $16.8125 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________
The date of this Prospectus is ________________, 1998
<PAGE>
AVAILABLE INFORMATION
The Trust is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and
other information filed by the Trust can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Commission's Regional Offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials can be
obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such filings
are also available from commercial document retrieval services and from the
Commission's site on the World Wide Web located at www.sec.gov. The Common
Shares are listed on the American Stock Exchange, 86 Trinity Place, New York,
New York 10005 and reports, proxy statements and other information filed by
the Trust can be inspected at such Exchange.
The Trust has filed a registration statement on Form S-4 (together
with all amendments and exhibits thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), with respect
to the Common Shares. This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted
in accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement. Statements
made in this Prospectus as to the contents of any contract or other document
are not necessarily complete, and in each instance reference is made to the
copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects
by such reference and the exhibits and schedules thereto.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Trust hereby incorporates by reference the following documents
filed with the Commission pursuant to the Exchange Act:
1. The Trust's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The Trust's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1997 (as amended), June 30, 1997 and
September 30, 1997.
3. The Trust's Current Report on Form 8-K dated October 31, 1997.
4. The Trust's Current Report on Form 8-K dated November 21, 1997.
5. The Trust's Current Report on Form 8-K dated May 31, 1996, as
amended by Amendment No. 1 dated July 25, 1996
6. The Trust's Proxy Statement dated April 22, 1996.
7. The Trust's Form 8-B dated July 10, 1996.
Each document filed subsequent to the date of this Prospectus
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior
to termination of the offering of all Common Shares to which this Prospectus
relates shall be deemed to be incorporated by reference in this Prospectus
and shall be a part hereof from the date of filing of such document. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained in
this Prospectus (in the case of a statement in a previously-filed document
incorporated or deemed to be incorporated by reference herein), in any
accompanying Prospectus Supplement
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<PAGE>
relating to a specific offering of Common Shares or in any other subsequently
filed document that is also incorporated or deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus or any accompanying
Prospectus Supplement. Subject to the foregoing, all information appearing in
this Prospectus and each accompanying Prospectus Supplement is qualified in
its entirety by the information appearing in the documents incorporated by
reference.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. These documents are available upon
request from Larry E. Finger, Washington Real Estate Investment Trust, 10400
Connecticut Avenue, Kensington, Maryland 20895, telephone (301) 929-5900 or
(800) 565-9748. The Trust will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon their written or oral request, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents).
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . 2
The Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Description of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Outstanding Common Shares Covered by this Prospectus . . . . . . . . . . . . 8
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
3
<PAGE>
THE TRUST
The Trust is an equity real estate investment trust investing in
income producing properties in the Mid-Atlantic area with a principal focus
in the greater Washington-Baltimore region. The Trust owns a diversified
portfolio of 53 properties consisting of 18 office buildings, 12 shopping
centers, 8 apartment buildings and 15 industrial distribution properties.
WRIT's principal objective is to increase operating income by
investing in high quality real estate with strong growth potential in prime
locations and aggressively managing these properties with active leasing and
capital improvement programs. The percentage leased at December 31, 1997 for
the Trust's properties was 96% for office buildings, 95% for shopping
centers, 97% for apartment buildings and 93% for industrial distribution
properties.
The Trust's total debt on February 28, 1998 was approximately
$223,000,000.
In 1995, the Trust organized WRIT Limited Partnership (the
"Partnership") to assist the Trust in competing for acquisition of properties
that meet the Trust's objectives from sellers who may wish to defer taxation
of gain realized on sale through an exchange of partnership interests.
WRIT's income from operations per share has increased for 31
consecutive years. WRIT concentrates on increasing its income from operations
and funds from operations to achieve its objective of paying increasing
dividends to its shareholders. Consecutive quarterly dividends have been paid
for 35 years, and the annual dividend paid has increased every year for the
last 27 years.
The Trust is a Maryland real estate investment trust, successor to a
trust founded in 1960. The principal offices of the Trust are located at
10400 Connecticut Avenue, Kensington, Maryland 20895, telephone (301)
929-5900 or (800) 565-9748.
DESCRIPTION OF SHARES
General
The Trust is authorized to issue 100,000,000 Common Shares with a
par value of $.01 per share. Under Maryland law and the Trust's Declaration
of Trust (the "Declaration of Trust"), the Trust may increase the aggregate
number of authorized Common Shares without shareholder approval. As of March
19, 1998, 35,683,987 Common Shares were outstanding.
The Trust's Board of Trustees has proposed to amend the Declaration
of Trust to authorize the Trust to issue Preferred Shares, $.01 par value per
share (the "Preferred Amendment"). The adoption of the Preferred Amendment
requires the approval of the Board of Trustees and of the holders of a
majority of the Trust's outstanding Common Shares of the form of an amendment
to the Declaration of Trust authorizing the Preferred Shares. No Preferred
Shares may be issued prior to the adoption of the Preferred Amendment.
The following statements with respect to the Common Shares and
Preferred Shares (being sometimes referred to herein collectively as the
"Shares") are subject to the detailed provisions of the Declaration of Trust,
the Trust's bylaws and the proposed Preferred Amendment. These statements do
not purport to be complete or to give full effect to the terms of the
provisions of the statutory or common law and are subject to, and are
qualified in their entirety by reference to, the terms of the Declaration of
Trust, the Trust's bylaws and the proposed Preferred Amendment.
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Common Shares
Holders of Common Shares are entitled to receive dividends and
distributions when and as declared by the Board of Trustees after payment of,
or provision for, any cumulated dividends and distributions on and any
required redemptions of Preferred Shares then outstanding. Holders of Common
Shares have one vote per share and non-cumulative voting rights. The
Declaration of Trust establishes the number of Trustees at not less than
three nor more than seven and divides the Trustees into three classes to be
elected on a staggered basis. Upon liquidation of the Trust, holders of
Common Shares would receive their pro rata share of the distributable assets
of the Trust remaining after the satisfaction of prior preferential rights of
Preferred Shares and the satisfaction of all debts and liabilities of the
Trust. Holders of Common Shares do not have any preference, conversion,
exchange, preemptive or redemption rights.
Outstanding Common Shares are listed on the American Stock Exchange.
American Stock Transfer & Trust Company, New York, New York is the transfer
agent for the Common Shares.
Preferred Shares
Upon the adoption of the Preferred Amendment, the Board of
Trustees would be authorized, without further shareholder action, to provide
for issuance of Preferred Shares, in one or more series, with such voting
powers and with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions, as the Board of Trustees shall approve.
Business Combination Provisions
The Declaration of Trust provides that any merger, consolidation or
liquidation of the Trust, or any sale of all or substantially all of its
assets, must be approved by a majority of the Trustees, and that if any such
transaction is with, into or to a Related Shareholder (defined as a person or
entity beneficially owning, directly or indirectly, 5% or more of the
outstanding Shares), the transaction must be approved by a majority of the
Trustees not appointed or nominated by or acting on behalf of the Related
Shareholder or an affiliate or associate of the Related Shareholder.
The Trust, as permitted by Maryland Law, has expressly elected to be
governed by the special voting requirement of the Maryland Corporations and
Associates Article (the "Special Voting Article"). The Special Voting
Article establishes special requirements with respect to "business
combinations" between an "interested stockholder" and a Maryland corporation
unless exemptions are applicable. Among other things, the Special Voting
Article prohibits, for a period of five years, a merger and other specific or
similar transactions between a Maryland corporation and an interested
stockholder and requires a super majority vote for such transactions after
the end of such five-year period. (For the purposes of the Special Voting
Article and the Control Share Article (described below), a "Maryland
corporation" includes a Maryland real estate investment trust. They are
referred to collectively in this section as a "Maryland company.")
"Interested stockholders" are all persons owning beneficially,
directly or indirectly, more than 10% of the outstanding voting stock of a
Maryland company. "Business combinations" include any merger or similar
transaction subject to a statutory vote and additional transactions involving
transfers of assets or securities in specified amounts to interested
stockholders or their affiliates. Unless an exemption is available,
transactions of these types may not be consummated between a Maryland company
and an interested stockholder and, thereafter, may not be consummated unless
recommended by the board of the Maryland company and approved by the
affirmative vote of at least 80% of the votes entitled to be cast by all
holders of outstanding shares of voting stock and 66 2/3% of the votes
entitled to be cast by all holders of outstanding shares of voting stock
other than the interested stockholder unless, among other things, the
company's stockholders receive a minimum price (as
5
<PAGE>
defined in the Special Voting Article) for their shares and the consideration
is received in cash or in the same form as previously paid by the interested
stockholder for its shares.
A business combination with an interested stockholder which is
approved by the board of a Maryland company at any time before an interested
stockholder first becomes an interested stockholder is not subject to the
special voting requirements or fair price provisions of the Special Voting
Article. An amendment to a Maryland company's charter electing not to be
subject to the foregoing requirements must be approved by the affirmative
vote of at least 80% of the votes entitled to be cast by all holders of
outstanding shares of voting stock and 66 2/3% of the votes entitled to be
cast by holders of outstanding shares of voting stock who are not interested
stockholders. Any such amendment is not effective until eighteen months
after the vote of stockholders and does not apply to any business combination
of a company with a stockholder who was an interested stockholder on the date
of the stockholder vote.
The Trust, as permitted by Maryland law, has also expressly elected
to be governed by the control share provisions of the Maryland Corporations
and Associates Article (the "Control Share Article"). Under the Control
Share Article, "control shares" of a Maryland company acquired in a "control
share acquisition" have no voting rights except to the extent approved a vote
of two-thirds of the votes entitled to be cast on the matter, excluding
shares of stock owned by the acquirer or by officers or directors who are
employees of the company. "Control shares" are voting shares of stock which,
if aggregated with all other shares of stock previously acquired by such a
person, would entitle the acquirer to exercise voting power in electing
directors within one of the following ranges of voting power: (i) 20% or more
but less than 33 1/3%, or 33 1/3% or more but less than a majority, or (iii)
a majority of all voting power. Control shares do not include shares the
acquiring person is then entitled to vote as a result of having previously
obtained shareholder approval. A "control share acquisition" means, subject
to certain exceptions, the acquisition of, ownership of, or the power to
direct the exercise of voting power with respect to, control shares.
A person who has made or proposes to make a control share
acquisition upon satisfaction of certain conditions (including an undertaking
to pay expenses) may compel the board of directors to call a special meeting
of shareholders to be held within 50 days of demand to consider the voting
rights of the shares. If no request for a meeting is made, the Maryland
company may itself present the question at any shareholders' meeting.
If voting rights are not approved at the meeting or if the acquiring
person does not deliver an acquiring person statement as permitted by the
statute, then, subject to certain conditions and limitations, the Maryland
company may redeem any or all of the control shares (except those for which
voting rights have previously been approved) for fair value, without regard
to voting rights. Fair value shall be determined as of the date of the
meeting of the shareholders at which the voting rights of the control shares
are considered but not approved. If no such meeting is held, fair value
shall be determined as of the date of the last acquisition of control shares
by the acquiring person. If voting rights for control shares are approved at
a shareholders' meeting and the acquirer becomes entitled to a majority of
the shares entitled to vote, all other shareholders may exercise appraisal
rights. The fair value of the shares as determined for purposes of such
appraisal rights may not be less than the highest price per share paid in the
control share acquisition, and certain limitations and restrictions otherwise
applicable to the exercise of dissenters' rights do not apply in the context
of a control share acquisition.
The Control Share Article does not apply to shares acquired in a
merger, consolidation or share exchange if the Maryland company is a party to
the transaction, to acquisitions approved or exempted by the charter or
bylaws of the Maryland company or to shares acquired before November 4, 1988
or pursuant to a contract entered into before November 4, 1988.
The foregoing provisions may have the effect of discouraging
unilateral tender offers or other takeover proposals which certain
shareholders might deem in their interests or pursuant to which they might
receive a substantial premium for their Shares. The Control Share Article in
particular has the effect of making a unilateral
6
<PAGE>
tender offer or other takeover of the Trust more difficult. The provisions
could also have the effect of insulating current management against the
possibility of removal and could, by possibly reducing temporary fluctuations
in market price caused by accumulations of Shares, deprive shareholders of
opportunities to sell at a temporarily higher market price.
Excess Share Provisions
For the Trust to qualify as a REIT under the Code, in any taxable
year, not more than 50% in value of its outstanding Shares may be owned,
directly or indirectly, by five or fewer individuals during the last six
months of such year, and the Shares must be owned by 100 or more persons
during at least 335 days of a taxable year or a proportionate part of a
taxable year less than 12 months. In order to meet these and other
requirements, the Trustees have the power to redeem or prohibit the transfer
of a sufficient number of Shares to maintain or bring the ownership of the
Shares into conformity with such requirements. In connection with the
foregoing, if the Trustees shall, at any time and in good faith, be of the
opinion that direct or indirect ownership of Shares representing more than
10% in value of the total Shares outstanding (the "Excess Shares") has or may
become concentrated in the hands of one beneficial owner, the Trustees shall
have the power (i) to repurchase from any shareholder of the Trust such
Excess Shares and (ii) to refuse to sell, transfer or deliver Shares to any
person whose acquisition of such Shares would, in the opinion of the
Trustees, result in the direct or indirect beneficial ownership by any person
of Shares representing more than 10% in value of the outstanding Shares. The
purchase price for any Shares so repurchased shall be at cost or at the last
sale price of the Share as of the date immediately preceding the day on which
the demand for repurchase is mailed, whichever price is higher. From and
after the date fixed for repurchase by the Trustees, and so long as payment
of the purchase price for the Shares to be so repurchased shall have been
made or duly provided for, the holder of any Excess Shares so called for
repurchase shall cease to be entitled to distributions, voting rights and
other benefits with respect to such Shares, except the right to payment of
the purchase price for the Shares.
The Declaration of Trust includes an excess share provision to
ensure that any rent paid to the trust by a "sister corporation" not become
disqualified as rent from real property by virtue of Section 856(d)(2)(B) of
the Code. Under these provisions, the Trustees have the power (i) by lot or
other means deemed equitable to call for purchase from any shareholder such
numbers of Shares as shall be sufficient in the opinion of the Trustees to
maintain or bring the direct or indirect ownership of Shares in conformity
with the requirements of Section 856(d)(2)(B), and (ii) to refuse to register
the transfer of Shares to any person whose ownership would jeopardize the
Trust's compliance with Section 856(d)(2)(B). For purposes of this
provision, the term "sister corporation" means a corporation the shares of
which are owned by exactly or substantially the same persons and in exactly
or substantially the same numbers as are the Shares. This provision shall
apply even if a "sister corporation" does not exist (i) at the time the
Trustees determine that the ownership of Shares has or may become so
concentrated, or (ii) at the time the Trustees call Shares for purchase or
refuse to register the transfer of Shares. The purchase price for the Shares
purchased pursuant thereto shall be equal to the fair market value of such
Shares as reflected in the closing price for such Shares on the principal
stock exchange on which such Shares are listed or, if such Shares are not
listed, then the last bid for the Shares, as of the close of business on the
date fixed by the Trustees for such purchase or, if no such quotation is
available, as shall be determined in good faith by the Trustees. From and
after the date fixed for purchase by the Trustees, the holder of any Shares
so called for purchase shall cease to be entitled to dividends, voting rights
and other benefits with respect to such Shares, except the right to payment
of the purchase price fixed as aforesaid.
In order to further assure that ownership of the Shares does not
become so concentrated, the Declaration of Trust provides that if any
transfer of Shares would prevent amounts received by the Trust from a "sister
corporation," if one existed, from qualifying as "rents from real property"
as defined in Section 856(d) of the Code, by virtue of the application of
Section 856(d)(2)(B) of the Code, the transfer shall be void ab initio and
the intended transferee of such Shares shall be deemed never to have had an
interest therein. If this provision is deemed void or invalid by virtue of
any legal decision, statute, rule or regulation, then the transferee of such
Shares
7
<PAGE>
is deemed to have acted as an agent on behalf of the Trust. Furthermore, the
Declaration of Trust provides that shareholders shall upon demand disclose to
the Trustees in writing such information with respect to their direct and
indirect ownership of the Shares as the Trustees deem necessary to determine
whether the Trust satisfies the provisions of Sections 856(a)(5) and (6) and
Section 856(d) of the Code or the regulations thereunder, as the same shall
from time to time be amended, or to comply with the requirements of any other
taxing authority.
Similarly to the business combination provisions, the excess share
provisions may deter or render more difficult attempts by third parties to
obtain control of the Trust if such attempts are not supported by the Board
of Trustees.
Taxation
The Trust has elected to be taxed as a REIT under the Code. A REIT
which meets certain qualifications is relieved of federal income taxes on
ordinary income and capital gains distributed to shareholders. In the
opinion of Arent Fox Kintner Plotkin & Kahn, PLLC, legal counsel for WRIT,
the Trust has qualified as a real estate investment trust for the years 1992
- - 1996 and its present and contemplated method of operation will put it in a
position to continue to so qualify. David M. Osnos, a Trustee, is a member
of such firm.
OUTSTANDING COMMON SHARES COVERED BY THIS PROSPECTUS
This Prospectus has also been prepared for use by the persons who
may receive from the Trust Common Shares in acquisitions and who may be
entitled to offer such Common Shares under circumstances requiring a
prospectus; provided, however, that no shareholder will be authorized to use
this Prospectus for any offer of Shares without first obtaining the consent
of the Trust. The Trust may consent to the use of this Prospectus for a
limited period of time by such shareholders and subject to limitations and
conditions which may be varied by agreement between the Trust and such
shareholders. Resales of such Common Shares may be made on the American
Stock Exchange or such other exchange on which the Common Shares may be
listed, in the over-the-counter market, in private transactions or pursuant
to underwriting agreements.
Agreements with shareholders permitting the use of this Prospectus
may provide that any such offering be effected in an orderly manner through
securities dealers, acting as broker or dealer, selected by the Company; that
shareholders enter into custody agreements with one or more banks with
respect to such Common Shares; and that sales be made only by one or more of
the methods described in this Prospectus, as appropriately supplemented or
amended when required. Such shareholders may be deemed to be underwriters
within the meaning of the Securities Act.
When resales are to be made through a broker or dealer selected by
the Trust, it is anticipated that a member firm of the American Stock
Exchange may be engaged to act as such shareholders' agent in the sale of
Common Shares by such shareholder. The commission paid to the member firm
will be the normal stock exchange commission (including negotiated
commissions to the extent permissible). Sale of shares by the member firm
may be made on the American Stock Exchange or other exchange from time to
time at prices related to prices then prevailing. Any such sales may be by
block trade. Any such member firm may be deemed to be an underwriter within
the meaning of the Securities Act and any commissions earned by such member
firm may be deemed to be underwriting discounts and commissions under the
Securities Act.
Upon the Trust being notified by a shareholder that a block trade
has taken place, a supplementary Prospectus, if required, will be filed
pursuant to Rule 424 under the Securities Act, disclosing the name of the
member firm, the number of shares involved, the price at which such shares
were sold by such shareholder and the commissions to be paid by such
shareholder to such member firm.
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LEGAL OPINIONS
The legality of the Common Shares is being passed upon for the Trust
by Arent Fox Kintner Plotkin & Kahn, PLLC, Washington, D.C. David M. Osnos, a
trustee of the Trust, is a member of Arent Fox Kintner Plotkin & Kahn, PLLC.
EXPERTS
The financial statements for the year ended December 31, 1996
incorporated in this Prospectus to the Trust's Annual Report on Form 10-K for
the year ended December 31, 1996 have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein upon the authority of said firm as experts
in auditing and accounting in giving said report, and the financial
statements for the years ended December 31, 1995 and 1994 incorporated in
this Prospectus by reference to the Trust's Annual Report on Form 10-K for
the year ended December 31, 1996 have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The historical summary of gross income and direct operating expenses
for the year ended December 31, 1995 of Maryland Trade Center I and II
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, incorporated by reference
herein, has been so incorporated in reliance on the report dated June 18,
1996 of Stoy, Malone & Company, P.C., also incorporated by reference herein,
and on the authority of said firm as experts in auditing and accounting.
The historical summary of gross income and direct operating expenses
for the year ended December 31, 1996 of 1600 Wilson Boulevard included in the
Trust's Current Report on Form 8-K dated October 31, 1997, incorporated by
reference herein, has been so incorporated in reliance on the report dated
October 17, 1997 of Stoy, Malone & Company, P.C., also so incorporated by
reference herein, and on the authority of said firm as experts in auditing
and accounting.
The historical summary of gross income and direct operating expenses
for the year ended December 31, 1996 of Bethesda Hill Apartments included in
the Trust's Current Report on Form 8-K dated November 21, 1997, incorporated
by reference herein, has been so incorporated in reliance on the report dated
November 12, 1997 of Stoy, Malone & Company, P.C., also so incorporated by
reference herein, and on the authority of said firm as experts in auditing
and accounting.
The historical summary of gross income and direct operating expenses
for the year ended December 31, 1996 of Space Center Tysons, Inc. included in
the Trust's Current Report on Form 8-K dated November 21, 1997, incorporated
by reference herein, has been so incorporated in reliance on the report dated
November 14, 1997 of McGladrey & Pullen, LLP, also so incorporated by
reference herein, and on the authority of said firm as experts in auditing
and accounting.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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.
Item 21. Exhibits and Financial Statement Schedules
2. -- Plan of acquisition, reorganization, arrangement, liquidation or
succession
(a) -- Agreement and Articles of Merger dated June 20, 1996*
4. -- Instruments defining the rights of security holders
(a) -- Indenture relating to Senior Securities, dated as of August 1, 1996,
between the Registrant and The First National Bank of Chicago, as
trustee**
(b) -- Officers' Certificate Establishing the Terms of the Notes, dated
August 8, 1996 **
(c) -- Form of 2003 Notes **
(d) -- Form of 2006 Notes **
(e) -- Remarketing Agreement dated as of February 20, 1998 between the
Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated with
respect to the MOPPRS ***
(f) -- Form of MOPPRS ***
(g) -- Form of Notes ***
5. -- Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC re validity of
securities registered
23. -- Consents of experts and counsel
(a) -- Consent of Arthur Andersen LLP (to be filed by amendment)
(b) -- Consent of Price Waterhouse LLP (to be filed by amendment)
(c) -- Consent of Stoy, Malone & Company, P.C. (to be filed by amendment)
(d) -- Consent of McGladrey & Pullen, LLP (to be filed by amendment)
(e) -- Consent of Arent Fox Kintner Plotkin & Kahn, PLLC (counsel):
included in Exhibit 5
24. -- Power of attorney: included on signature page
- -----------
* Incorporated by reference to Exhibit 99 to the Registrant's Form 8-B
dated July 10, 1996.
** Incorporated by reference to Exhibit 4 to the Registrant's Form 8-K dated
August 13, 1996.
***Incorporated by reference to Exhibit 4 to the Registrant's Form 8-K dated
February 25, 1998
II-1
<PAGE>
Item 22. 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; and
(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.
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.
(b)
(1) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(2) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Act and is used
in connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the registration statement and
will not be used until such amendment
II-2
<PAGE>
is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, 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.
(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.
(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt
of such request, and to send the incorporated documents by first class mail
or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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 19th day of March, 1998.
WASHINGTON REAL ESTATE INVESTMENT TRUST
By: /s/ EDMUND B. CRONIN, JR.
----------------------------------
Edmund B. Cronin, Jr.
President and Chief Executive Officer
II-4
<PAGE>
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-4, 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 attorneys-in-fact or either 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:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ ARTHUR A. BIRNEY Chairman of the Trustees March 19, 1998
- ------------------------------
Arthur A. Birney
/s/ WILLIAM N. CAFRITZ Trustee March 19, 1998
- ------------------------------
William N. Cafritz
/s/ EDMUND B. CRONIN, JR. Trustee, President and March 19, 1998
- ------------------------------ Chief Executive Officer
Edmund B. Cronin, Jr.
/s/ JOHN M. DERRICK, JR. Trustee March 19, 1998
- ------------------------------
John M. Derrick, Jr.
/s/ BENJAMIN H. DORSEY Trustee March 19, 1998
- ------------------------------
Benjamin H. Dorsey
/s/ LARRY E. FINGER Senior Vice President and March 19, 1998
- ------------------------------ Chief Financial Officer
Larry E. Finger
/s/ DAVID M. OSNOS Trustee March 19, 1998
- ------------------------------
David M. Osnos
/s/ STANLEY P. SNYDER Trustee March 19, 1998
- ------------------------------
Stanley P. Snyder
</TABLE>
II-5
<PAGE>
Exhibit 5
[Letterhead of Arent Fox Kintner Plotkin & Kahn, PLLC]
March 19, 1998
Washington Real Estate Investment Trust
10400 Connecticut Avenue, N.W.
Concourse Level
Kensington, MD 20895
Gentlemen:
We have acted as counsel to Washington Real Estate Investment Trust,
a real estate investment trust organized under the laws of Maryland (the
"Trust"), in connection with the Form S-4 registration statement (the
"Registration Statement") being filed by the Trust with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to the offering from time to time, as set forth in the prospectus
contained in such Registration Statement (the "Prospectus") of up to
4,500,000 shares of the Trust's common shares of beneficial interest
("Common Shares").
We have examined and relied upon the originals or copies of such
records, agreements, documents and other instruments and have made such
inquiries of such officers and representatives of the Trust as we have deemed
relevant and necessary as the basis for the opinions set forth. In such
examination, we have assumed, without independent verification, the
genuineness of all signatures (whether original or photostatic), the legal
capacity of natural persons, the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. We have assumed, without
independent verification, the accuracy of the relevant facts stated therein.
Based upon the foregoing and subject to the qualifications set forth
below, we are of the opinion that:
1. The Common Shares to be sold by the Trust, when issued and
delivered on behalf of the Trust against payment therefor as contemplated by
the Registration Statement and/or the applicable Prospectus Supplement, will
be validly issued, fully paid and nonassessable.
2. Based upon our review of the Declaration of Trust, the actual
operations of the Trust to date and the proposed continuing method of
operation of the Trust, as set forth, or incorporated by reference, in the
Prospectus and assuming that the Trust will continue to operate in the manner
in which it has to date, according to the policies and in the manner stated
in the Declaration of Trust and as set forth, or incorporated by reference,
in the Prospectus, the Trust will continue to qualify as a Real Estate
Investment Trust pursuant to the Internal Revenue Code of 1986, and under
present law the federal income tax treatment of the Trust will be as set
forth in the Prospectus under the heading "Description of Shares -- Taxation."
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the captions
"Description of Shares -- Taxation" and "Legal Opinions" in the Prospectus.
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 Act or
the General Rules and Regulations thereunder.
Very truly yours,
ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
