SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 0)
FIRST WASHINGTON REALTY TRUST, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
337489
(CUSIP Number)
Reid K. Liffmann
Capitol Hill Associates, Limited Partnership
1829 Reisterstown Road, Suite 410
Baltimore, Maryland 21208
(410) 484-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 9, 1997
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 29 Pages)
<PAGE>
CUSIP No. 337489 13D Page 2 of 29 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Capitol Hill Associates, Limited Partnership
2. Check the appropriate box if a member of a group
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Maryland
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 0 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 167,762 shares
PERSON
WITH 9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
167,762 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
167,762 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
3.3%
14. Type of Reporting Person
PN
<PAGE>
CUSIP No. 337489 13D Page 3 of 29 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S&S Finance Limited Partnership
2. Check the appropriate box if a member of a group
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Maryland
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 0 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 27,300 shares
PERSON
WITH 9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
27,300 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
27,300 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0.5%
14. Type of Reporting Person
PN
<PAGE>
CUSIP No. 337489 13D Page 4 of 29 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Samuel G. Rose
2. Check the appropriate box if a member of a group
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
U.S.A.
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 47,459 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 243,480 shares
PERSON
WITH 9. Sole Dispositive Power
47,459 shares
10. Shared Dispositive Power
243,480 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
290,939 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
5.7%
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 337489 13D Page 5 of 29 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stewart J. Greenebaum
2. Check the appropriate box if a member of a group
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
U.S.A.
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 47,459 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING PERSON 243,480 shares
WITH
9. Sole Dispositive Power
47,459 shares
10. Shared Dispositive Power
243,480 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
290,939 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
5.7%
14. Type of Reporting Person
IN
<PAGE>
CUSIP No. 337489 13D Page 6 of 29 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Samuel G. Rose Grantor Trust
2. Check the appropriate box if a member of a group
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Maryland
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 0 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 28,259 shares
PERSON
WITH 9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
28,259 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
28,259 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
0.6%
14. Type of Reporting Person
OO
<PAGE>
CUSIP No. 337489 13D Page 7 of 29 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Woodholme Center, Inc.
2. Check the appropriate box if a member of a group
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Maryland
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 0 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 959 shares
PERSON
WITH 9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
959 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
959 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
<0.1%
14. Type of Reporting Person
CO
<PAGE>
CUSIP No. 337489 13D Page 8 of 29 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Osprey Development Corp.
2. Check the appropriate box if a member of a group
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Maryland
NUMBER OF SHARES 7. Sole Voting Power
BENEFICIALLY 0 shares
OWNED BY
EACH 8. Shared Voting Power
REPORTING 167,762 shares
PERSON
WITH 9. Sole Dispositive Power
0 shares
10. Shared Dispositive Power
167,762 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
167,762 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11)
3.3%
14. Type of Reporting Person
CO
<PAGE>
9
Item 1. Security and Issuer.
This Schedule 13D ("Schedule 13D") relates to the Common
Stock, par value $0.01 per share (the "Common Stock"), of First
Washington Realty Trust, Inc., a Maryland corporation (the
"Issuer"). The principal executive offices of the Issuer are
located at 4350 East-West Highway, Suite 400, Bethesda, Maryland
20814.
Item 2. Identity and Background.
(a), (b), (c), (f) This statement is filed on behalf of (i)
Capitol Hill Associates, Limited Partnership, a Maryland limited
partnership ("Capitol Hill LP"); (ii) S&S Finance Limited
Partnership, a Maryland limited partnership ("S&S Finance LP");
(iii) Woodholme Center, Inc., a Maryland corporation
("Woodholme"); (iv) Osprey Development Corp., a Maryland
corporation ("Osprey"); (v) Samuel G. Rose ("Rose"); (vi) the
Samuel G. Rose Grantor Trust (the "Rose Trust"); and (vii)
Stewart J. Greenebaum ("Greenebaum"). Capitol Hill LP, S&S
Finance LP, Woodholme, Osprey, Rose, the Rose Trust and
Greenebaum, are hereinafter collectively referred to as, the
"Reporting Persons".
Capitol Hill LP is a Maryland limited partnership which
holds certain assets including, without limitation, cash,
securities and interests in real property. The general partner
of Capitol Hill LP is Osprey, which holds a 1% interest in
Capitol Hill LP. Greenebaum and Rose are the limited partners of
Capitol Hill LP, each holding a 49.5% interest, respectively.
Rose and Greenebaum are the controlling shareholders of Osprey,
each, respectively, holding 50 percent of Osprey's issued and
outstanding shares of common stock and thereby indirectly
controlling Capitol Hill LP. The business address of Capitol
Hill LP and Osprey are 1829 Reisterstown Road, Suite 410,
Baltimore, Maryland 21208.
S&S Finance LP is a Maryland limited partnership which holds
assets including, cash, securities and notes receivable.
Greenebaum and the Rose Trust are the general partners of S&S
Finance LP each holding a 50 percent general partnership
interest, respectively, and thereby directly controlling S&S
Finance LP. The business address of S&S Finance LP is 1829
Reisterstown Road, Suite 410, Baltimore, Maryland 21208.
Woodholme is a Maryland corporation which holds 959 Common
Units (the "Units") of First Washington Realty Limited
Partnership, a Maryland limited partnership and an affiliate of
the Issuer (the "FWRLP"). The Rose Trust and Greenebaum are the
controlling shareholders of Woodholme, each, respectively,
<PAGE>
10
holding 50 percent of Woodholme's issued and outstanding shares
of common stock. The business address of Woodholme is 1829
Reisterstown Road, Suite 410, Baltimore, Maryland 21208.
The Rose Trust is a grantor trust formed under the terms of
a certain Trust Agreement dated December 23, 1991, as amended
(the "Trust Agreement") between Rose, as settlor and Rose and
Greenebaum, as trustees. The Rose Trust holds, among other
things, a partnership interest in S&S Finance LP and shares of
common stock of Woodholme. Under the Trust Agreement the
Trustees have voting power with respect to the corpus of the Rose
Trust, however, no property held in the trust may be conveyed
without the consent of Rose. The business address of the Rose
Trust is 901 Dulaney Valley Road, Suite 400, Towson, Maryland
21204.
Rose is an officer with Greenebaum and Rose Associates,
Inc., a Maryland corporation, at its Washington DC office at 816
Connecticut Avenue, NW, 12th Floor, Washington, DC 20006. Rose
is a U.S. citizen and with Greenebaum, directly or indirectly
controls Capitol Hill LP, Osprey, S&S Finance LP and Woodholme.
Rose is the settlor and a trustee of the Rose Trust.
Greenebaum is an officer with Greenebaum and Rose
Associates, Inc. of 1829 Reisterstown Road, Suite 410, Baltimore,
Maryland 21208. Greenebaum is a U.S. citizen and with Rose,
directly or indirectly controls Capitol Hill LP, Osprey, S&S
Finance LP and Woodholme. Greenebaum is also a trustee of the
Rose Trust.
(d), (e) During the last five years, none of the Reporting
Persons have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor have any been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction nor as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Capitol Hill LP has expended $3,924,275.00 for the purchase
of shares of Common Stock. The source of funds for all purchases
of Common Stock by Capitol Hill LP has been its internal working
capital.
S&S Finance LP has expended $646,925.00 for the purchase of
shares of Common Stock. The source of funds for all purchases of
<PAGE>
11
Common Stock by S&S Finance LP has been its internal working
capital.
Under the terms of a certain Contribution Agreement dated
May 3, 1995 (the "Contribution Agreement"), among FWRLP and
Woodholme, Greenebaum and Rose, as the partners of Woodholme
Properties Limited Partnership, a now dissolved Maryland limited
partnership ("Woodholme LP"), Woodholme, Rose and Greenebaum
received 959, 47,459 and 47,459 Units, respectively, in exchange
for the transfer and conveyance of their partnership interests in
Woodholme LP to FWRLP. The aggregate value of the partnership
interests in Woodholme LP exchanged for Units by Woodholme, Rose
and Greenebaum under the Contribution Agreement was $2,076,701.
Item 4. Purpose of Transaction.
The Reporting Persons are holding the Units and the shares
of Common Stock of the Issuer for investment purposes and the
Reporting Persons will continue to evaluate its potential
investment in the Issuer on the basis of various factors,
including the Issuer's business, financial condition, results of
operations and prospects, general economic and industry
conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments
and investment opportunities. Based upon such evaluation, the
Reporting Persons will take such actions in the future as the
Reporting Persons may deem appropriate in light of the
circumstances existing from time to time. If the Reporting
Persons believe that further investment in the Issuer is
warranted, whether because of the market prices of the
Issuer's securities or otherwise, may acquire shares of
Common Stock, Units or other securities of the Issuer, either in
the open market or in privately negotiated transactions.
Similarly, depending on market and other factors, the Reporting
Persons may determine to dispose of some or all of their
potential investment, either in the open market or in privately
negotiated transactions.
Item 5. Interest in Securities of the Issuer. <F1>
(a), (b) Capitol Hill LP beneficially owns 167,762 shares of
Common Stock. The 167,762 shares beneficially owned by Capitol
Hill LP represent approximately 3.3% of the outstanding Common
Stock of the Issuer. Capitol Hill LP has shared voting power and
shared dispositive power over such shares.
<F1> All calculations of beneficial ownership as a percentage of
the Issuer's outstanding Common Stock are based on 5,031,807
shares of Common Stock of the Issuer outstanding as of May 12,
1997 as provided in the Form 10-Q for the Issuer filed
<PAGE>
12
with the Securities and Exchange Commission on May 12, 1997 and
95,877 Units held by the Reporting Persons and exchangeable into
shares of Common Stock and thus, "deemed outstanding" through the
application of Exchange Act Rule 13d-3.
None of the Reporting Persons have any plans or proposals
which relate to or would result in any of paragraphs (a) through
(j) enumerated on Schedule 13D Item 4.
Osprey beneficially owns 167,762 shares of Common Stock.
The 167,762 shares beneficially owned by Osprey represent
approximately 3.3% of the outstanding Common Stock of the Issuer.
Osprey has shared voting power and shared dispositive power over
such shares.
S&S Finance LP beneficially owns 27,300 shares of Common
Stock. The 27,300 shares beneficially owned by S&S Finance LP
represent approximately .5% of the outstanding Common Stock of
the Issuer. S&S Finance LP has shared voting power and shared
dispositive power over such shares.
Woodholme beneficially owns 959 shares of Common Stock which
is less than .1% of the Common Stock of the Issuer which it may
acquire from an exchange of 959 Units under the terms of the
Limited Partnership Agreement of FWRLP (the "FWRLP Partnership
Agreement"). The FWRLP Partnership Agreement provides that the
Units may be exchanged for shares of Common Stock on a one for
one basis. Woodholme has shared voting power and shared
dispositive power over such shares.
Greenebaum may be deemed beneficially to own in the
aggregate 290,939 shares of Common Stock which represent
approximately 5.7% of the outstanding shares of Common Stock of
the Issuer. These shares of Common Stock include 47,459 shares
which Greenebaum may acquire from an exchange of 47,459 Units
under the FWRLP Partnership Agreement and Greenebaum has sole
voting power and the sole power to dispose of such shares.
Greenebaum has shared voting power and shared dispositive power
over 243,480 shares of Common Stock. Although Greenebaum may be
deemed the beneficial owner of the 47,459 shares of Common Stock
held by Rose, Greenebaum disclaims beneficial ownership of such
shares.
Rose may be deemed beneficially to own in the aggregate
290,939 shares of Common Stock which represent approximately 5.7%
of the outstanding Common Stock of the Issuer. These shares of
Common Stock include 47,459 shares which Rose may acquire from an
exchange of 47,459 Units under the FWRLP Partnership Agreement
and Rose has sole voting power and the sole power to dispose of
such shares. Rose has shared voting power and shared dispositive
<PAGE>
13
power with Greenebaum over 243,480 shares of Common Stock.
Although Rose may be deemed the beneficial owner of the 47,459
shares of Common Stock held by Greenebaum, Rose disclaims
beneficial ownership over such shares.
The Rose Trust beneficially owns in the aggregate 28,259
shares of Common Stock which represent approximately .6% of the
outstanding Common Stock of the Issuer. The Rose Trust has
shared voting and shared dispositive power over all of these
shares of Common Stock.
(c) In the past sixty days the Reporting Persons have
effected the following transactions with respect to the Common
Stock of the Issuer:
DATE REPORTING NO. OF PRICE TYPE OF
PERSON SHARES PER SHARE TRANSACTION
03/25/97 S&S Finance LP 5,800 23.875 Brokered
03/25/97 S&S Finance LP 12,500 24.000 Brokered
03/26/97 S&S Finance LP 2,700 23.875 Brokered
03/31/97 S&S Finance LP 1,000 22.875 Brokered
03/31/97 S&S Finance LP 1,500 22.750 Brokered
03/31/97 S&S Finance LP 2,500 23.000 Brokered
04/01/97 S&S Finance LP 1,300 22.375 Brokered
04/02/97 Capitol Hill LP 22,700 23.150 Brokered
04/02/97 Capitol Hill LP 5,000 23.280 Brokered
04/03/97 Capitol Hill LP 6,800 23.009 Brokered
04/07/97 Capitol Hill LP 10,000 23.395 Brokered
04/07/97 Capitol Hill LP 8,000 23.323 Brokered
04/08/97 Capitol Hill LP 14,600 23.983 Brokered
04/11/97 Capitol Hill LP 5,000 23.625 Brokered
04/14/97 Capitol Hill LP 3,000 23.500 Brokered
04/15/97 Capitol Hill LP 7,100 23.463 Brokered
05/09/97 Capitol Hill LP 85,562 23.375 Priv. Placement
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Purchase Agreement
Set forth below is a summary description of selected
provisions of the Purchase Agreement (the "Purchase Agreement")
between the Issuer and Capitol Hill LP dated May 8, 1997 related
to the purchase of shares of Common Stock by Capitol Hill LP.
Such description is qualified in its entirety by reference to the
Purchase Agreement, a copy of which has been included as Exhibit
0.1 hereto and is incorporated by reference herein.
<PAGE>
14
The Purchase Agreement provides for the purchase of the
85,562 shares of Common Stock (the "Shares") by Capitol Hill LP
at a price of $23.375 per Share for the aggregate purchase price
of $2,000,011.75.
Pursuant to the terms of the Purchase Agreement the Issuer
made representations with respect to, among other things, that
the Shares purchased thereunder were fully paid and non-
assessable, that the execution of the Purchase Agreement and the
consummation of the transactions contemplated thereby would not
violate any laws to which the Issuer was subject, and that the
registration statement filed with the Securities and Exchange
Commission for the Shares was effective.
Under the terms of the Purchase Agreement, the Issuer has
agreed to indemnify and hold Capitol Hill LP harmless from and
against any liability or loss, cost or expense for any breach
of any representation or warranty, covenant or undertaking
provided in, or any failure to comply with any provisions of the
Purchase Agreement. The Purchase Agreement further provides that
the representations and covenants set forth in the Purchase
Agreement will survive the closing of the transaction and that
the Agreement may be terminated by either of the parties if such
closing has not occurred prior to May 14, 1997.
Capitol Hill LP Agreement
The voting and disposition of the shares of Common Stock
held by Capitol Hill LP are governed by an Agreement of Limited
Partnership dated July 29, 1985, as amended (the "Capitol Hill LP
Agreement"). Under the provisions of the Capitol Hill LP
Agreement, the general partner (presently Osprey, which is
controlled by Rose and Greenebaum, as the sole and equal
shareholders thereof) has the right, power and authority to act
on behalf of Capitol Hill LP in any manner. The powers expressly
granted to the general partner under said agreement include,
without limitation, the right to sell, exchange or convey any
realty or personalty of the partnership and to execute all
instruments or documents in connection therewith.
S&S Finance LP Agreement
The voting and disposition of the shares of Common Stock
held by S&S Finance LP are governed by a Limited Partnership
Agreement dated August 17, 1987, as amended (the "S&S Finance LP
Agreement"). Under the provisions of the S&S Finance LP
Agreement, the two general partners thereof (presently Rose and
Greenebaum) have the power to sell and convey, in whole or in
part, any securities owned by S&S Finance LP and to execute all
documents and instruments in furtherance thereof. The S&S
<PAGE>
15
Finance LP Agreement expressly provides that the general partners
shall act jointly on all decisions. Under the S&S Finance LP
Agreement, the limited partners of S&S Finance LP have no vote or
right to participate in the conduct or control of the business.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
0.1 Consent to Joint Filing of Schedule 13D
0.2 Stock Purchase Agreement among First Washington Realty
Trust, Inc. and Capitol Hill Associates, Limited
Partnership dated May 8, 1997.
<PAGE>
16
SIGNATURES
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned hereby certifies that
the information set forth in this amendment is true, complete and
correct.
Dated: May 19, 1997
CAPITOL HILL ASSOCIATES,
LIMITED PARTNERSHIP
By: Osprey Development Corp.,
General Partner
/s/Samuel G. Rose
Samuel G. Rose, President
S & S FINANCE LIMITED
PARTNERSHIP
By: /s/Samuel G. Rose
Samuel G. Rose
General Partner
/s/Stewart J. Greenebaum
Stewart J. Greenebaum
/s/Samuel G. Rose
Samuel G. Rose
<PAGE>
17
WOODHOLME CENTER, INC.
By: /s/Samuel G. Rose
Samuel G. Rose
President
SAMUEL G. ROSE GRANTOR TRUST
By: /s/Samuel G. Rose
Samuel G. Rose, Trustee
OSPREY DEVELOPMENT CORP.
By: /s/Samuel G. Rose
Samuel G. Rose
President
<PAGE>
18
EXHIBIT INDEX
Exhibit Description Page
0.1 Consent to Joint Filing of Schedule 13D 19
0.2 Purchase Agreement among Capitol Hill 21
Associates, Limited Partnership and First
Washington Realty Trust, Inc. dated May 8, 1997.
CONSENT TO JOINT FILING OF SCHEDULE 13D
Each of the undersigned consents and agrees to the filing
of the foregoing joint statement of Schedule 13D pursuant to Rule
13d-1(f)(2) pertaining to the shares of the Common Stock of First
Washington Realty Trust, Inc. beneficially owned by them.
CAPITOL HILL ASSOCIATES,
LIMITED PARTNERSHIP
Osprey Development Corp.,
general partner
Date: May 19, 1997 By: /s/Samuel G. Rose
Samuel G. Rose
President
S & S FINANCE LIMITED
PARTNERSHIP
Date: May 19, 1997 By: /s/Samuel G. Rose
Samuel G. Rose
General Partner
Date: May 19, 1997 /s/Stewart J. Greenebaum
Stewart J. Greenebaum
Date: May 19, 1997 /s/Samuel G. Rose
Samuel G. Rose
<PAGE>
WOODHOLME CENTER, INC.
Date: May 19, 1997 By: /s/Samuel G. Rose
Samuel G. Rose
Authorized Representative
SAMUEL G. ROSE GRANTOR TRUST
Date: May 19, 1997 By: /s/Samuel G. Rose
Samuel G. Rose, Trustee
OSPREY DEVELOPMENT CORP.
Date: May 19, 1997 By: /s/Samuel G. Rose
Samuel G. Rose
President
PURCHASE AGREEMENT
This Purchase Agreement (the "Agreement") is made as of May
8, 1997, by and between FIRST WASHINGTON REALTY TRUST, INC., a
Maryland corporation (the "Company") and CAPITOL HILL ASSOCIATES,
LTD. PARTNERSHIP, a Maryland limited partnership (the
"Purchaser").
SECTION I.
Authorization and Sale of Shares
1.1 Authorization of Sale of the Shares. Subject to the
terms and conditions of this Agreement, the Company has
authorized the sale of 85,562 shares (the "Shares") of common
stock, $.01 par value per share (the "Common Stock"), to the
Purchaser.
1.2 Sale of Shares. At the Closing (as defined in Section
2), the Company will issue and sell to the Purchaser, and
Purchaser will buy from the Company, upon the terms and
conditions hereinafter set forth, the Shares at a price of
$23.375 per Share for an aggregate purchase price of two million
and eleven dollars and seventy-five cents ($2,000,011.75).
SECTION II.
Closing Date; Delivery
2.1 Closing Date. The closing (the "Closing") of the
purchase and sale of the Shares hereunder shall occur at the
offices of Latham & Watkins, Washington, D.C. as soon as
practicable after satisfaction or waiver of all conditions set
forth herein or at such other time and place as the parties
hereto may agree (the "Closing Date").
2.2 Delivery. At the Closing, the Company will deliver,
via the facilities of the Depository Trust Company, certificates
representing the Shares registered in the Purchaser's name or in
the name of the Purchaser's nominee. Such delivery shall be
against payment of the purchase price for the Shares determined
pursuant to Section 1.2 above by wire transfer to a bank account
of the Company specified to the Purchaser by the Company.
<PAGE>
SECTION III.
Representations and Warranties of the Company
The Company represents and warrants to Purchaser as
follows:
(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Maryland and has all requisite corporate power and
authority to own its properties and to carry on its business as
now conducted and as proposed to be conducted. The Company is
duly qualified to do business and is in good standing in every
jurisdiction in which the nature of the business conducted or
property owned by the Company makes such qualification necessary.
(b) The company has the requisite corporate power
and authority to enter into, deliver and perform this Agreement
and to issue the Shares in accordance with the terms hereof. All
action on the part of the Company and its officers and directors
necessary for the authorization, execution and delivery of this
Agreement and the performance of all obligations of the Company
under this Agreement required to be performed at or prior to the
Closing and for the authorization, issuance and delivery of the
Shares being sold under this Agreement, has been taken and no
further approval or authority of the shareholders or the
directors of the Company or of any governmental authority or
agency will be required for the issuance and sale of the Shares
as contemplated by this Agreement. This Agreement has been duly
authorized, executed and delivered by the Company and is a valid
and binding Agreement on the part of the Company, enforceable
against the Company in accordance with its terms, except as may
be limited by applicable laws or equitable principles and except
as enforcement hereof may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws relating to or
affecting creditors' rights generally or by general equitable
principles.
(c) The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby or relating hereto will not
(i) result in a violation of the Company's articles of
incorporation or by-laws or (ii) conflict with, or constitute a
default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any
material agreement, indenture or instrument to which the Company
is a party or result in a violation of any law, rule, regulation,
order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company, or by which any
property or asset of the Company is bound or affected. The
<PAGE>
Company has obtained any and all consents, authorizations or
orders of, and made any and all filings or registrations with,
any courts or governmental agencies applicable thereto in order
for the company to execute, deliver or perform any of its
obligations under this Agreement, or to issue and sell the Shares
in accordance with the terms hereof.
(d) The Shares to be purchased from the Company
hereunder have been duly authorized for issuance and, when issued
and delivered to the Purchaser by the Company against payment
therefor in accordance with the terms of this Agreement, will be
duly and validly issued and fully paid and non-assessable. None
of the Shares were issued in violation of any preemptive rights
of any holders of any security of the Company or similar
contractual rights granted by the Company.
(e) The Common Stock is registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and is approved for listing on the New York
Stock Exchange (the "NYSE"). The Shares have been approved for
listing, subject to notice of issuance, on the NYSE. The Company
has taken no action designed to, or likely to have the effect of,
terminating the registration of the Common Stock, under the
Exchange Act or delisting the Common Stock from the NYSE, nor has
the Company received any written notification that the Commission
(as defined below) or the NYSE is contemplating terminating such
registration or listing.
(f) Pursuant to the Securities Act of 1933 (the
"Securities Act"), the Company has filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement
on Form S-3 (File No. 333-24017), which was declared effective by
the Commission on April 17, 1997 (the "Registration Statement").
The Registration Statement conforms in all respects with the
requirements of the Securities Act, and neither the Commission
nor any state regulatory authority has issued any order
preventing or suspending the use of the Registration Statement or
the prospectus contained therein (the "Prospectus") or instituted
any proceedings for such purpose.
(g) Since December 31, 1995, the Company has filed
all reports, registrations and statements, together with any
required amendments thereto, that the Company was required to
file with the Commission, including, without limitation, Forms
10-K, Forms 10-Q, Forms 8-K and Proxy Statements (collectively,
the "SEC Filings"). As of their respective dates, the
Registration Statement, the Prospectus and the SEC Filings
contain all of the material statements which are required to be
stated therein in accordance with the Securities Act and the
Exchange Act and the regulations promulgated thereunder, and do
not contain any untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary
<PAGE>
to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.
(h) The Company has, as of the Closing Date, the duly
authorized, issued and outstanding capitalization as set forth in
the Registration Statement, the Prospectus and the SEC Filings.
Except as described in the Registration Statement, the Prospectus
and the SEC Filings, there are no options, calls, warrants or
other rights to purchase or otherwise acquire any authorized but
unissued shares of common stock of the Company or any securities
convertible into common stock of the Company or any contracts or
commitments to issue or sell shares of common stock of the
Company or any such options, calls, warrants, rights or
convertible securities.
(i) The financial statements, including the notes
thereto and supporting schedules, set forth in the Registration
Statement, the Prospectus and the SEC Filings fairly present the
financial position and the results of operations of the Company
at the dates and for the periods to which they apply; and such
financial statements have been prepared in conformity with
generally accepted accounting principles consistently applied.
(j) Purchaser has not, and will not, incur, directly
or indirectly, as a result of any action taken by Purchaser, any
liability for brokerage or finders' fees or agents' commissions
or any similar charges in connection with the purchase of the
Shares under this Agreement.
SECTION IV.
Representations and Warranties of the Purchaser
This Agreement has been duly authorized, executed and
delivered by the Purchaser and constitutes a valid and legally
binding obligation of the Purchaser, enforceable in accordance
with its terms, except as may be limited by applicable laws or
equitable principles and except as enforcement hereof may be
limited by applicable bankruptcy, insolvency, reorganization or
other similar laws relating to or affecting creditors' rights
generally or by general equitable principles.
SECTION V.
Conditions to Closing of Purchaser
The Purchaser's obligation to purchase the Shares at the
closing is subject to fulfillment or waiver as of the Closing
Date of the following conditions:
<PAGE>
(a) The representations and warranties made by the
Company in Section 3 hereof shall be true and correct when made,
and shall be true and correct on the Closing Date with the same
force and effect as if they had been made on and as of said date.
(b) All covenants, agreements and conditions
contained in this Agreement to be performed by the Company on or
prior to the Closing Date shall have been performed and complied
with in all respects.
(c) The Registration Statement shall continue to be
effective, and no stop order suspending the effectiveness thereof
shall have been issued by the Commission or any state regulatory
authority, and no proceeding for that purpose shall have been
initiated or, to the knowledge of the Company, threatened, by the
Commission or any state regulatory authority.
(d) On the Closing Date, Purchaser shall have
received an opinion of Latham & Watkins, counsel to the Company,
dated the Closing Date, in form and substance satisfactory to
Tucker, Flyer & Lewis, counsel to Purchaser, to the effect that:
The Registration Statement has become effective under
the Securities Act and, to the best knowledge of such
counsel, no stop order suspending the effectiveness of
the Registration Statement has been issued under the
Securities Act and no proceedings therefor have been
initiated by the Commission.
(e) On the Closing Date, Purchaser shall have
received an opinion of Ballard Spahr Andrews & Ingersoll, counsel
to the Company, dated the Closing Date, in form and substance
satisfactory to Tucker, Flyer & Lewis, counsel to Purchaser, to
the effect that:
The Shares have been duly authorized for sale and
issuance to Purchaser pursuant to this Agreement, and,
when issued and delivered by the Company pursuant to
this Agreement against full payment of the
consideration therefor as provided in the resolutions
authorizing issuance thereof by the Board of Directors
of the Company or a duly appointed committee thereof,
will be validly issued and fully paid and
nonassessable.
The execution and delivery of this Agreement have been
duly authorized by all necessary corporate action of
the Company. Assuming due authorization, execution
and delivery of this Agreement by Purchaser, this
Agreement is a valid and binding obligation of the
Company, enforceable against the Company in accordance
with its terms.
<PAGE>
(f) No statute, rule or regulation or order of any
court or administrative agency shall be in effect which prohibits
the Company from consummating the transactions contemplated
hereby.
SECTION VI.
Conditions of Closing of Company
The Company's obligation to sell and issue the Shares at
the Closing is subject to the fulfillment or waiver as of the
Closing Date of the following conditions:
(a) The representations made by Purchaser in Section
4 hereof shall be true and correct when made, and shall be true
and correct on the Closing Date.
(b) All actions, covenants, agreements and conditions
contained in this Agreement to be performed by the purchaser on
or prior to the Closing Date shall have been performed and
complied with in all respects.
(c) The Registration Statement shall continue to be
effective, and no stop order suspending the effectiveness thereof
shall have been issued by the Commission or any state regulatory
authority and no proceeding for that purpose shall have been
initiated or, to the knowledge of the Company, threatened, by the
Commission.
SECTION VII
Covenants of The Company
The company agrees to indemnify and hold Purchaser (and its
officers, directors, shareholders and/or employees) and any
affiliate of Purchaser harmless from and against any liability,
loss, cost or expense (including reasonable attorney's fees) with
respect to the breach of any representation or warranty, covenant
or undertaking provided in, or the failure to comply with any
provision of, this Agreement.
SECTION VIII.
Miscellaneous
8.1 Waivers and Amendments. The terms of this Agreement
may be waived or amended only with the written consent of the
Company and Purchaser.
<PAGE>
8.2 Governing Law. This Agreement shall be governed in
all respects by the laws of the State of Maryland without regard
to the conflict of laws and rules thereof.
8.3 Successors and Assigns. This Agreement may not be
assigned by Purchaser without the written consent of the Company,
which consent shall not be unreasonably withheld.
8.4 Entire Agreement. This Agreement, constitutes the
full and entire understanding and agreement between the parties
with regard to the subjects herein.
8.5 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument.
8.6 Further Assurances. The parties hereto agree to
proceed diligently and use their best efforts to take or cause to
be taken all actions and to do or cause to be done all things
necessary, proper and advisable to satisfy the conditions hereto
and consummate the transactions contemplated by this Agreement.
After the Closing, each party to this Agreement shall do and
perform or cause to be done and performed all such further acts
and things and shall execute and deliver all such other
agreements, certificates, instruments and documents as the other
party hereto may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
8.7 Expenses. The Company and Purchaser shall each bear
its own expense incurred on its behalf with respect to this
Agreement and the transactions contemplated herein, including
fees of legal counsel.
8.8 Survivability. The respective representations and
covenants of the parties hereto shall survive the Closing of the
transactions contemplated hereby.
8.9 Termination. This Agreement may be terminated by
either of the parties hereto if Closing has not occurred prior to
May 14, 1997.
* * * * *
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
FIRST WASHINGTON REALTY TRUST, INC.
By: /s/William J. Wolfe
William J. Wolfe
President
CAPITOL HILL ASSOCIATES, LTD.
PARTNERSHIP
Osprey Development Corp.
Its General Partner
By: /s/Samuel G. Rose
Samuel G. Rose
President
