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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): January 31, 1997
FIRST WASHINGTON REALTY TRUST, INC.
(Exact name of registrant as specified in its Charter)
State of Maryland 0-25230 52-1879972
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporated) File No.) Identification No.)
4350 East West Highway, Suite 400
Bethesda, Maryland 20814
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 907-7800
No change
(Former name or address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
First Washington Realty Trust, Inc., a Maryland corporation
("First Washington"), has completed the previously announced acquisition of
six shopping centers which, in the aggregate, constitute a significant
amount of assets in that the consideration paid therefor exceeds ten
percent (10%) of the total assets of First Washington and its consolidated
subsidiaries.
On December 19, 1996, First Washington Realty Limited Partnership,
a Maryland limited partnership (the "Partnership") whose sole general
partner is First Washington, completed its acquisition of Kings Park
Shopping Center ("Kings Park") located in Burke, Fairfax County,
Virginia, from Kings Park Associates, a Virginia general partnership ("KPA").
KPA contributed Kings Park to the Partnership in exchange for $529,073.72 in
cash and 36,266 common units of the Partnership which were issued to two of
the partners of KPA, and was part of a negotiated transaction. The source
of a portion of the consideration consisted of the assumption of a
$4,315,480.68 mortgage loan from Aid Association for Lutherans with a
remaining term of approximately eighteen (18) years and an interest rate of
9% per annum, which is secured by Kings Park.
On December 27, 1996, the Partnership completed its acquisition of
Newtown Square Shopping Center ("Newtown") located in Newtown Square,
Delaware County, Pennsylvania from Newtown Square Associates, L.P., a
Pennsylvania limited partnership. The purchase price for Newtown Square was
$11,700,000.00, paid in cash, and was part of a negotiated transaction.
On December 30, 1996, the Partnership completed its acquisition of
100% of the partnership interests in Northway Limited Partnership, a Maryland
limited partnership which owns Northway Shopping Center ("Northway") located
in Millersville, Anne Arundel County, Maryland. The existing partners in
Northway Limited Partnership contributed 100% of their partnership interests
to the Partnership in exchange for $21,693.33 in cash and 48,013 common
units of the Partnership which were issued to all but three of such existing
partners, and was part of a negotiated transaction. The source of a portion
of the consideration consisted of (i) the assumption of a $6,000,000.00
mortgage loan from Crown Life Insurance Company with a term of ten (10) years
and an interest rate of 8.5% per annum, and (ii) a $1,758,719.76 mortgage loan
from Crown Life Insurance Company with a remaining term of thirty-one (31)
months and an interest rate of 10.25% per annum, both which are secured by
Northway.
On January 24, 1997, the Partnership completed its acquisition of 89%
of the partnership interests in City Line Shopping Center Associates, a
Pennsylvania limited partnership which owns City Line Shopping Center
("City Line") located in Philadelphia, Pennsylvania. The existing partners
contributed 89% of their interests in the City Line partnership to the
Partnership in exchange for 198,823 common units of the Partnership which
were issued to the existing partners, and was part of a negotiated transaction.
Of the total consideration, 143,385 of the units were issued at the closing
and 55,438 of the units will be issued within approximately twelve
(12) months after the closing. The source of a portion of the consideration
consisted of the assumption of the existing $10,043,163.12 mortgage loan from
The Equitable Life Assurance Society of the United States with a remaining
term of approximately nine (9) years and an interest rate of 8% per annum,
which is secured by City Line.
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On January 27, 1997, the Partnership completed its acquisition of
Four Mile Fork Shopping Center, located in Fredericksburg, Spotsylvania County,
Virginia from VOL Properties Corporation, a Delaware corporation. The purchase
price for Four Mile Fork was $5,700,000.00, paid in cash, and was part of a
negotiated transaction.
On January 31, 1997, the Partnership completed its acquisition of the
Shoppes at Graylyn Shopping Center, located in Wilmington, New Castle County,
Delaware from Graylyn Shopping Center Associates, L.P., a Delaware limited
partnership. The purchase price for Graylyn was $7,152,000.00, paid in cash,
and was part of a negotiated transaction.
ITEM 5. OTHER EVENTS.
First Washington also completed the disposition of one retail property.
On January 27, 1997, the Partnership completed its sale of Thieves
Market located in Alexandria, Fairfax County, Virginia, to Kaplan and Susan
Cohen. The sale price for Thieves Market was $1,200,000.00, paid in cash,
and was part of a negotiated transaction.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of businesses acquired.
Previously filed with First Washington's Registration Statement on
Form S-11, file No. 333-15423, and incorporated herein by reference.
(b) Proforma financial information.
Previously filed with First Washington's Registration Statement on
Form S-11, file No. 333-15423, and incorporated herein by reference.
(c) Exhibits
2.1 Real Estate Purchase Agreement dated September 23, 1996, by and
between Newtown Square Associates, L.P. and First Washington
Realty Limited Partnership.(1)
2.2 Real Estate Purchase Agreement dated October 3, 1996 by and
between VOL Properties Corporation and First Washington Realty
Limited Partnership.(1)
2.3 Real Estate Purchase Agreement dated October 15, 1996 by and
between Graylyn Shopping Center Associates, L.P. and First
Washington Realty Limited Partnership.(1)
2.4 Contribution Agreement dated October 21, 1996 by and between
Continental Realty Investors Corp., JHP Development Company,
Inc., J. Mark Schapiro, John A. Luetkemeyer, Jr., James Stone
Trustee for Mary Luetkemeyer, James Stone Trustee for Julia
Luetkemeyer, James Stone Trustee for Anne Luetkemeyer,
Tripec Associates, L.P., Herbert Rochlin and JHJ Investment
Limited Partnership and First Washington Realty Limited
Partnership.(1)
2.5 Contribution Agreement dated October 22, 1996 by and between
Kings Park Associates and First Washington Realty Limited
Partnership.(1)
2.6 Contribution Agreement dated October 22, 1996 by and between
Isadore Shooster, Harry Shooster, Donald Shooster, David
Shooster, Daniel Shooster, Myra Gerson, Richard and Helaine
Gordon, David and Michele Saland and Fairless Hills S.C.
Associates and First Washington Realty Limited Partnership.(1)
(1) Previously filed with the First Washington's Registration Statement
on Form S-11, File No. 333-15423, and incorporated herein by
reference.
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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 hereunto duly authorized.
FIRST WASHINGTON REALTY TRUST, INC.
(Registrant)
By: /s/ Jeffrey S. Distenfeld
Jeffrey S. Distenfeld
Senior Vice President, General Counsel
Date: February 13, 1997
