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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)
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Maryland 53-0261100
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(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
Larry E. Finger
6110 Executive Boulevard, Suite 800 Senior Vice President
Rockville, Maryland 20852 6110 Executive Boulevard, Suite 800
(301) 984-9400 Rockville, Maryland 20852
(Address and telephone number of Registrant's (301) 984-9400
principal executive offices) (Name, address and telephone number of agent for service)
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1991 Incentive Stock Option Plan
(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
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CALCULATION OF REGISTRATION FEE
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Title of securities to be Amount to be Proposed maximum offering Proposed maximum Amount of
registered registered price per share(1) aggregate offering price(1) registration fee
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Shares of Beneficial 280,000 $19.25 $5,390,000 $1,423.00
Interest, $.01 par value
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(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 October 24, 2000, which is
within five business days prior to the date of the filing of this Registration
Statement.
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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 fiscal year
ended December 31, 1999.
2. The Registrant's Quarterly Reports on Form 10-Q for the periods
ended March 31, 2000 and June 30, 2000.
3. The Registrant's Current Report on Form 8-K dated April 25, 2000.
4. The Registrant's Current Report on Form 8-K dated July 25, 2000.
5. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal
year ended December 31, 1999.
6. 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. He owns 4,700 of the Registrant's
Shares.
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 will 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
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agent of the Registrant except (1) to the extent that it is proved that the
trustee or officer actually received an improper benefit or profit in money,
property, or services, in which case the liability will 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 the trustee
or officer is entered in a proceeding based on a finding in the proceeding that
the 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 must 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 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index on page 7.
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
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(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
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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.
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SIGNATURES
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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 Rockville, State of Maryland, on the 26th day of
October, 2000.
WASHINGTON REAL ESTATE INVESTMENT TRUST
By: /s/ Larry E. Finger
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Larry E. Finger
Senior Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
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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
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/s/ Edmund B. Cronin, Jr. Trustee, Chairman October 16, 2000
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Edmund B. Cronin, Jr. and Chief Executive
Officer (Principal
Executive Officer)
/s/ John M. Derrick, Jr. Trustee October 6, 2000
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John M. Derrick, Jr.
/s/ Larry E. Finger Senior Vice President October 16, 2000
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Larry E. Finger and Chief Financial
Officer (Principal
Financial Officer)
/s/ Laura M. Franklin Vice President October 16, 2000
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Laura M. Franklin and Chief Accounting
Officer (Principal
Accounting Officer)
/s/ Clifford M. Kendall Trustee October 10, 2000
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Clifford M. Kendall
/s/ John P. McDaniel Trustee October 5, 2000
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John P. McDaniel
/s/ Charles T. Nason Trustee October 6, 2000
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Charles T. Nason
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/s/ David M. Osnos Trustee October 11, 2000
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David M. Osnos
______________________________ Trustee __________, 2000
Susan J. Williams
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EXHIBIT INDEX
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Exhibit Page
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4. Instruments defining the rights of security holders
(a) The Registrant's 1991 Incentive Stock Option Plan, as
amended (incorporated by reference to Exhibit
10(b) to Amendment No. 2 to the Registrant's
Registration Statement on Form S-3, Registration
No. 33-60581, filed July 17, 1995)
5. Opinion of Arent Fox Kintner Plotkin & Kahn re: validity of
securities registered 8
23. Consents of experts and counsel
(a) Consent of Arthur Andersen, LLP
Independent Public Accountants 10
(b) Consent of Arent Fox Kintner
Plotkin & Kahn (counsel): included
in exhibit 5
24. Power of Attorney: included on signature page.
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