<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended June 30, 1994 Commission File No. 0-2809
WESTERN INVESTMENT REAL ESTATE TRUST
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter
California 94-6100058
- - ------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3450 California Street, San Francisco, CA 94118
- - ------------------------------------------ -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (415) 929-0211
-------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the end of the period covered by this report.
Shares of Beneficial Interest, No Par Value - 16,692,518
1
<PAGE>
WESTERN INVESTMENT REAL ESTATE TRUST
INDEX TO 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - June 30, 1994 (unaudited) and December 31, 1993 3
Statements of Income - Three and six months ended June 30, 1994
and 1993 (unaudited) 4
Statements of Shareholders' Equity - Six months ended June 30,
1994 (unaudited) and year ended December 31, 1993 5
Statements of Cash Flows - Six months ended June 30, 1994
and 1993 (unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II. OTHER INFORMATION 14
SIGNATURE 15
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
WESTERN INVESTMENT REAL ESTATE TRUST
Balance Sheets
<TABLE>
<CAPTION>
ASSETS (Unaudited)
June 30, December 31,
1994 1993
--------------------------------
(In thousands)
<S> <C> <C>
Real estate investments:
Property subject to operating leases . . . . $375,545 $342,578
Less accumulated depreciation and
amortization . . . . . . . . . . . . (47,155) (45,635)
-------- --------
328,390 296,943
Property subject to direct financing
leases, net . . . . . . . . . . . . 2,411 2,510
Mortgage loans . . . . . . . . . . . . . . . -- 2,809
-------- --------
Net real estate investments . . . . . . . 330,801 302,262
Cash and cash equivalents . . . . . . . . . .. 699 328
Deferred long-term debt issuance costs, net . . 2,912 2,515
Accounts receivable and other assets . . . . . 4,828 4,240
-------- --------
$339,240 $309,345
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY . . . . .
Bank line of credit . . . . . . . . . . . . . . 9,506 33,244
Real estate loans payable . . . . . . . . . . . 1,480 1,516
Interest payable . . . . . . . . . . . . . . . 2,798 1,322
Accounts payable and accrued liabilities . . . 242 238
Prepaid rents and security deposits . . . . . . 1,264 1,483
Other liabilities 660 528
-------- --------
15,950 38,331
Convertible debentures . . . . . . . . . . . . 65,864 66,076
Senior notes, net . . . . . . . . . . . . . . . 49,860 --
Shareholders' equity:
Shares of beneficial interest, no par value,
unlimited share authorization
Issued and outstanding:
December 31, 1993-16,645,791 shares;
June 30, 1994 -16,692,518 shares . . . . 236,824 236,178
Accumulated dividends in excess of
Trust net income . . . . . . . . . . . . (29,258) (31,240)
-------- --------
Total shareholders' equity . . . . . 207,566 204,938
-------- --------
$339,240 $309,345
-------- --------
-------- --------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
3
<PAGE>
WESTERN INVESTMENT REAL ESTATE TRUST
Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
1994 1993 1994 1993
------------------------ ------------------------
(In thousands, except for per share and share data)
<S> <C> <C> <C> <C>
INCOME FROM REAL ESTATE OPERATIONS:
Operating revenues:
Rental income . . . . . . . . . . . . . . . . . . . $ 8,913 $8,388 $17,357 $16,663
Direct financing lease income . . . . . . . . . . . 67 74 136 149
Interest on mortgage loans. . . . . . . . . . . . . 66 85 150 171
---------- ---------- ---------- ----------
9,046 8,547 17,643 16,983
---------- ---------- ---------- ----------
Operating expenses:
Property management . . . . . . . . . . . . . . . . 474 438 1,008 916
Repairs, maintenance and other. . . . . . . . . . . 482 575 1,107 878
---------- ---------- ---------- ----------
956 1,013 2,115 1,794
---------- ---------- ---------- ----------
Depreciation and amortization. . . . . . . . . . . . 2,337 2,221 4,608 4,464
---------- ---------- ---------- ----------
Income from real estate operations. . . . . . . . . 5,753 5,313 10,920 10,725
---------- ---------- ---------- ----------
Long-term debt interest expense and amortization . . . 2,366 1,404 4,134 2,807
Other interest expense . . . . . . . . . . . . . . . . 89 481 394 1,137
---------- ---------- ---------- ----------
2,455 1,885 4,528 3,944
---------- ---------- ---------- ----------
Interest and other income. . . . . . . . . . . . . . . 234 5 354 10
---------- ---------- ---------- ----------
Administrative expenses:
Salaries and trustees' fees. . . . . . . . . . . . . 184 246 385 466
Professional services. . . . . . . . . . . . . . . . 35 (62) 55 144
Office and other expenses. . . . . . . . . . . . . . 162 84 376 139
---------- ---------- ---------- ----------
381 268 816 749
---------- ---------- ---------- ----------
Income before gains on sales of
real estate investments . . . . . . . . . . . . . 3,151 3,165 5,930 6,042
Gains on sales of real estate investments. . . . . . . 1,749 -- 5,378 --
---------- ---------- ---------- ----------
Net income . . . . . . . . . . . . . . . . . . . . . . $4,900 $3,165 $11,308 $6,042
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
INCOME PER SHARE:
Before gains on sales of real estate investments . . $0.189 $0.192 $0.356 $0.367
Gains on sales of real estate investments. . . . . . 0.105 -- 0.323 --
---------- ---------- ---------- ----------
Net income. . . . . . . . . . . . . . . . . . . . . $0.294 $0.192 $0.679 $0.367
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
DIVIDENDS PAID PER SHARE . . . . . . . . . . . . . . . $0.28 $0.28 $0.56 $0.56
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
WEIGHTED AVERAGE NUMBER OF SHARES. . . . . . . . . . . 16,667,946 16,482,586 16,657,029 16,475,471
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
4
<PAGE>
WESTERN INVESTMENT REAL ESTATE TRUST
Statements of Shareholders' Equity
Six Months Ended June 30, 1994 (Unaudited) and
Year Ended December 31, 1993
(In thousands, except share data)
<TABLE>
<CAPTION>
Accumulated
Dividends Total
Shares of in Excess of Share-
Beneficial Interest Trust Net holders'
Number Amount Income Equity
-------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, January 1, 1993 . . . . . . . . . . 16,466,048 $233,648 $(24,303) $209,345
Net proceeds from issuance of shares . . . . 65,614 935 -- 935
Debenture redemption and conversion. . . . . 114,129 1,595 -- 1,595
Net income . . . . . . . . .. . . . . . . . . -- -- 11,594 11,594
Cash dividends paid . . . . .. . . . . . . . -- -- (18,531) (18,531)
---------- -------- -------- ---------
Balance, December 31, 1993. . . . . . . 16,645,791 $236,178 $(31,240) $204,938
---------- -------- -------- ---------
---------- -------- -------- ---------
Net proceeds from issuance of shares . . . . 31,511 442 -- 442
Debenture redemption and conversion. . . . . 15,216 204 -- 204
Net income . . . . . . . . .. . . . . . . . . -- -- 11,308 11,308
Cash dividends paid. . . . . . . . . . . . . -- -- (9,326) (9,326)
---------- -------- -------- ---------
Balance, June 30, 1994. . . . . . . . . 16,692,518 $236,824 $(29,258) $207,566
---------- -------- -------- ---------
---------- -------- -------- ---------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
5
<PAGE>
WESTERN INVESTMENT REAL ESTATE TRUST
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------
1994 1993
----------------------
<S> <C> <C>
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . $11,308 $6,042
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization. . . . . . . . . . . . . . . . . . .. . . 4,608 4,464
Amortization of deferred debt issuance costs . . . . . . . . . . . . . 113 94
Gains on sales of real estate investments. . . . . . . . . . . . . . . (5,378) --
(Increase) decrease in accounts receivable and other assets. . . . . . (338) 243
Increase in deferred rent receivable . . . . . . . . . . . . . . . . . (276) (306)
Increase in interest payable . . . . . . . . . . . . . . . . . . . . . 1,476 1,355
Increase in accounts payable and accrued liabilities . . . . . . . . . 4 332
Decrease in prepaid rents, security deposits and other liabilities . . (87) (11)
-------- -------
Net cash provided by operating activities. . . . . . . . . . . . . . . 11,430 12,213
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of real estate investments . . . . . . . . . . . . . 19,487 --
Acquisitions of real estate investments. . . . . . . . . . . . . . . . . (48,850) --
Improvements of real estate investments. . . . . . . . . . . . . . . . . (1,292) (1,130)
Recovery of investment in direct financing leases. . . . . . . . . . . . 99 86
Proceeds from payoff (acquisition) of
mortgage loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,809 (41)
-------- -------
Net cash used in investing activities. . . . . . . . . . . . . . . . (27,747) (1,085)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances on line of credit . . . . . . . . . . . . . . . . . . . . . . . 25,706 11,400
Principal payments on line of credit . . . . . . . . . . . . . . . . . . (49,444) (14,485)
Principal payments on real estate loans payable. . . . . . . . . . . . . (36) (38)
Redemption of convertible debentures . . . . . . . . . . . . . . . . . . -- (206)
Proceeds from issuances of shares, net . . . . . . . . . . . . . . . . . 442 462
Proceeds from senior note offering . . . . . . . . . . . . . . . . . . . 49,855 --
Senior note issuance costs . . . . . . . . . . . . . . . . . . . . . . . (509) --
Cash dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . . . (9,326) (9,225)
-------- -------
Net cash provided (used) in financing activities. . . . . . . . . . . 16,688 (12,092)
-------- -------
Net increase (decrease) in cash cash equivalents. . . . . . . . . . . 371 (964)
Cash and cash equivalents, at beginning of period . . . . . . . . . . . . 328 1,028
-------- -------
Cash and cash equivalents, at end of period . . . . . . . . . . . . . . . $ 699 $ 64
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest . . . . . . . . . . . . . . . . $ 2,885 $ 2,495
-------- --------
-------- --------
</TABLE>
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
6
<PAGE>
WESTERN INVESTMENT REAL ESTATE TRUST
Notes to Financial Statements
June 30, 1994
(Unaudited)
Note A: BASIS OF PRESENTATION
The financial statements included in this report have been prepared pursuant to
the rules of the Securities and Exchange Commission ("SEC"). Certain
information and footnote disclosure normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules. Interim results are not
necessarily indicative of results for a full year.
It is suggested that these financial statements be read in conjunction with the
audited financial statements and notes thereto included in the Trust's latest
annual report on Form 10-K. When necessary, reclassifications have been made to
prior period balances to conform to current period presentation.
In compliance with FASB 13, the Trust has recognized deferred rental income for
the quarter and six months ended June 30, 1994, in the amounts of $138,000 and
$276,000, respectively.
Note B: INVESTMENTS IN MORTGAGE LOANS
In May 1994, the $2.809 million note held by the Trust and secured by the Mid-
Peninsula Plaza property was paid in full upon the sale of that property.
Note C: BANK LINE OF CREDIT
On May 31, 1994, the Trust obtained a two year unsecured $60 million line of
credit. The interest rate is LIBOR plus 2.0% or the participating banks'
reference rate, at the Trust's election. In addition, the Trust pays an
annual fee of $140,000. At June 30, 1994, the Trust had an outstanding balance
of $9,506,000 under the line of credit. This facility replaced the Trust's
previous $35 million line of credit, which expired on May 31, 1994. The
interest rate on the previous facility was the banks' reference rate plus one-
quarter of one percent plus an annual fee of one-quarter of one percent of the
commitment.
Note D: DIVIDEND REINVESTMENT PLAN
In accordance with Trust's Dividend Reinvestment Plan, the Trust received
$200,000 and issued 14,287 shares of beneficial interest during the quarter and
received $442,000 and issued 31,511 shares during the six months ended
June 30, 1994.
7
<PAGE>
Note E: REDEEMED DEBENTURES EXCHANGED FOR SHARES
On June 30, 1994, $212,000 of the Trust's convertible debentures were redeemed
in accordance with the limited mandatory redemption provisions of the
convertible debentures. The Trust elected to exchange 15,216 shares at $13.925
per share for the convertible debentures. Net of deferred issuance costs of
$8,000, shareholders' equity increased by $204,000.
Note F: PROPERTY ACQUISITIONS AND DISPOSITIONS
During the quarter, the Trust acquired interests in four shopping centers
totaling 382,550 square feet for approximately $49 million. These shopping
centers are located in Livermore, Elk Grove, Fair Oaks and Manteca, California.
Also during the quarter, pursuant to a tax-deferred exchange, the Trust sold at
a gain of $1.7 million its fifty percent (50%) interest in the Mid-Peninsula
Plaza property and the adjoining Marshall's property located in Redwood City,
California.
All acquisitions were funded from a portion of the proceeds of the Trust's
February 1994 public offering of $50 million of 7 7/8% senior notes, the
proceeds from property dispositions and a portion of the $60 million line of
credit.
At June 30, 1994, the Trust owned 59 income producing properties, totaling 4.648
million gross leasable square feet.
Note G: CAPITAL EXPENDITURES
It is the Trust's practice to capitalize certain costs associated with
improvement of real estate investments. For the six months ended June 30, 1994,
the Trust capitalized $1.3 million in expenditures. This balance is comprised
of $378,000 of "Build to Suit" capital improvements, $175,000 of leasing
commissions and $739,000 of tenant improvements and other capital improvements.
The Trust's in-house leasing department costs, as well as legal and accounting
costs associated with leasing, are expensed as incurred.
Additionally, the Trust's debt origination costs have been capitalized and are
amortized over the terms of the financing arrangements. The resulting
amortization is included in "Long-term debt interest expense and amortization".
8
<PAGE>
Note H: RECENT DEVELOPMENTS
The Trust is continuing to determine the best use for the Oakland, California
property which is subject to a lease with Safeway expiring September 30, 1994.
The Trust, in coordination with Safeway, is conducting a Phase II environmental
study of this property.
On July 18, 1994, the Trust purchased a 127,870 square-foot portion of the
Centennial Plaza shopping center located in Hanford, California for $11.1
million, using funds available under the line of credit.
9
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Trust anticipates that cash flows from operating activities will continue to
provide adequate funds for all current principal and interest payments as well
as dividend payments in accordance with REIT requirements. Cash on hand,
borrowings under its existing line of credit, as well as other debt and equity
alternatives, will provide the necessary funds to achieve future growth. All
but two of the Trust's properties are currently free of debt, thereby providing
a collateral base for future borrowings. Any incurrence of debt on the
properties would be subject to limitations imposed by the Indenture executed in
connection with the recent senior note offering and the Trust's $60 million line
of credit.
As of June 30, 1994, the Trust had approximately $50.5 million available under
its $60 million line of credit. This facility, which has certain covenants
(including minimum shareholders' equity, maximum ratio of debt to net worth and
income coverage requirements), will be used to fund acquisitions and other cash
requirements. The line of credit's interest rate is either LIBOR plus 2.0% or
the participating banks' reference rate, at the Trust's election. This facility
expires May 31, 1996, at which time the Trust intends to renew it.
In February 1994, the Trust raised $50 million through a senior note offering.
These funds, as well as the proceeds from the sale of three properties and
funds available under the line of credit, were used to acquire interests in four
shopping centers and reduce borrowings under a previous line of credit. An
interest in a fifth shopping center was acquired subsequent to June 30, 1994,
using funds available under the line of credit.
The Trust has entered into two new leases which call for approximately $2
million in tenant improvements. These expenditures will be paid from borrowings
on the line of credit or from other sources. These leases will expand the
Trust's gross leasable area by 17,000 square feet, improve 30,000 square feet of
existing gross leasable area, and increase rental income.
10
<PAGE>
RESULTS OF OPERATIONS
The Trust along with most industry analysts considers funds from operations
(defined by NAREIT as net income plus depreciation and amortization, less gains
on sales of properties) to be the most appropriate measure of the performance of
an equity REIT.
QUARTER ENDED JUNE 30, 1994 AND 1993
FUNDS FROM OPERATIONS increased $117,000, or 2.2% to $5,552,000 for the quarter
ended June 30, 1994, from $5,435,000 in the prior year's comparable three month
period. The major components of this increase are increased operating revenue
offset by increased interest expense.
OPERATING REVENUES increased $499,000 to $9,046,000 for the three month period
ended June 30, 1994, from $8,547,000 for the prior year's comparable period.
This 5.8% increase is principally the result of a $600,000 lease termination
fee. During the quarter ended June 30, 1994, the Trust entered into a lease
termination agreement with Lucky Stores in connection with the shopping center
in Red Bluff, California. In consideration for the early termination of the
lease, the Trust recorded a $600,000 lease termination fee. Simultaneous with
the Lucky lease termination agreement, the Trust entered into a lease with Food
4 Less to lease the same premises. The Food 4 Less lease requires an expansion
of the premises by 12,500 square feet and renovation of the existing premises
at an estimated cost of $1.5 million.
OPERATING EXPENSES decreased $57,000 or 5.6% to $956,000 for the quarter ended
June 30, 1994. For the same quarter in 1993, operating expenses were
$1,013,000.
DEPRECIATION AND AMORTIZATION increased $116,000 to $2,337,000 for the three
month period ended June 30, 1994, from $2,221,000 for the comparable period
ended June 30, 1993, principally due to the acquisition of new properties.
INTEREST EXPENSE consists of interest on the Trust's line of credit, the 7 7/8%
senior notes due February 15, 2004, and the 8% convertible debentures due June
30, 2008. Interest expense increased $570,000 or 30.2% to $2,455,000 for the
quarter ended June 30, 1994, from $1,885,000 for the same period in 1993,
as a result of the Trust's increased borrowings at a higher, but fixed rate.
ADMINISTRATIVE EXPENSES increased $113,000 to $381,000 for the quarter ended
June 30, 1994. This is a 42.2% increase from the 1993 balance of $268,000 for
the same period. The primary reason for the increase is the prior year's
expenses were offset by the receipt of an insurance reimbursement of $170,000
for legal expenses in connection with a shareholders' suit.
11
<PAGE>
NET INCOME before gains on sales of real estate investments for the three months
ended June 30, 1994, was $3,151,000, or $0.189 per share, compared to
$3,165,000, or $0.192 per share, for the comparable period in 1993, a decrease
of 0.4%, or $14,000. Gains on sales of real estate investments for the quarter
ended June 30, 1994, was $1,749,000, or $0.105 per share. The resulting net
income for the quarter ended June 30, 1994, was $4,900,000 compared to
$3,165,000 for the comparable period in 1993. Net income per share for the
quarter ended June 30, 1994, increased to $0.294 from $0.192 for the same period
in 1993.
SIX MONTHS ENDED JUNE 30, 1994 AND 1993
FUNDS FROM OPERATIONS for the six months ended June 30, 1994, increased 0.5% or
$52,000 to $10,651,000 from $10,599,000 in the prior year's comparable six month
period.
OPERATING REVENUES increased $660,000 to $17,643,000 for the six month period
ended June 30, 1994, from $16,983,000 for the prior year's comparable period.
This 3.9% increase is principally due to the recognition of a $600,000 lease
termination fee, as described above.
OPERATING EXPENSES increased $321,000 or 17.9% to $2,115,000 for the six months
ended June 30, 1994. For the same period in 1993, operating expenses were
$1,794,000. Property management expense increased $92,000 for the six months
ended June 30, 1994, primarily due to increased costs associated with internal
asset management capabilities which include leasing, marketing and property
management. For the six months ended June 30, 1994, repairs, maintenance and
other expense increased $229,000, primarily due to the timing of the recognition
of certain expense reimbursements.
DEPRECIATION AND AMORTIZATION increased $144,000 to $4,608,000 for the six month
period ended June 30, 1994, from $4,464,000 for the comparable period ended June
30, 1993. This increase is due to the acquisition of new properties, partially
offset by the reduction due to property dispositions.
INTEREST EXPENSE increased $584,000 or 14.8% to $4,528,000 for the six months
ended June 30, 1994, from $3,944,000 for the same period in 1993. This increase
is a result of the Trust's increased borrowings at a higher, but fixed, rate.
ADMINISTRATIVE EXPENSES increased $67,000 to $816,000 for the six months ended
June 30, 1994. This is a 8.9% increase from $749,000 for the same period in
1993. The primary reason for the increase is due to a reduction in the
allocation to property management expenses. The allocation of certain
administrative expenses to property management expenses began in the fourth
quarter of 1992 due to the Trust's establishing fully integrated property
management in-house.
12
<PAGE>
NET INCOME before gains on sales of real estate investments for the six months
ended June 30, 1994, was $5,930,000, or $0.356 per share, compared to
$6,042,000, or $0.367 per share, for the comparable period in 1993, a decrease
of $112,000, or 1.9%. Gains on sales of real estate investments for the six
months ended June 30, 1994, was $5,378,000, or $0.323 per share. The resulting
net income for the six months ended June 30, 1994, was $11,308,000 compared to
$6,042,000 for the comparable period in 1993. Net income per share for the six
months ended June 30, 1994, increased to $0.679 from $0.367 for the same period
in 1993.
13
<PAGE>
PART II. OTHER INFORMATION
ITEMS 1. THROUGH 3. None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the regular Annual Meeting of Shareholders of Western Investment
Real Estate Trust, held on May 12, 1994, the following were submitted
to a vote of security holders:
(a) The election of the following trustees to serve for a term of
three years expiring at the conclusion of the 1997 annual meeting
of shareholders: Chester R. MacPhee, Jr. and Reginald B. Oliver.
APPROVED - 14,848,579 shares were voted in favor and 226,801
shares were voted against.
(b) Ratification of the appointment of KPMG Peat Marwick, independent
certified public accountants, as the Trust's auditors for the year
ending December 31, 1994.
APPROVED - 14,891,292 shares were voted in favor and 59,370 shares
were voted against.
ITEM 5. None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(numbered in accordance with Item 601 of Regulation S-K)
4. Instruments defining the rights of security-holders,
including indentures.
4.1 *Form of Indenture relating to the Trust's senior notes
due 2004, between the Trust and Boatmen's Trust
Company.
4.2 *Form of Notes
4.3 *Declaration of Trust
*Incorporated by reference herein from the Trust's
Registration Statement (No. 33-71270) on Form S-3
14
<PAGE>
filed with the Securities and Exchange Commission on
November 8, 1993.
(b) Reports on Form 8-K
During the period covered by this report the Trust filed the
following Current Reports:
Form 8-K dated June 7, 1994.
The Form 8-K filing summarized the acquisition of certain assets.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTERN INVESTMENT REAL ESTATE TRUST
-------------------------------------
(Registrant)
By: /s/Dennis D. Ryan
-------------------------------------------
Dennis D. Ryan
Vice President and
Chief Financial Officer
Dated: August 10, 1994
-----------------
15
