SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST WASHINGTON REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1879972
_______________________________ _________________________
(State of incorporation or organization) (IRS Employer Identification No.)
4350 East-West Highway, Suite 400, Bethesda, MD 20814
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective become effective simultaneously with
upon filing pursuant to the effectiveness of a concurrent
General Instruction A(c)(i) registration statement under the
please check the following Securities Act of 1933 pursuant to
box. ___ General Instruction A(c)(2) please
check the following box. __
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Securities to be Registered.
On October 10, 1998, the Board of Directors of First Washington Realty
Trust, Inc. (the "Company") adopted a Stockholder Rights Agreement.
In connection with the Rights Agreement, the Board of Directors of the
Company authorized a dividend of one preferred share purchase right (the
"Rights") for each outstanding share of common stock, par value $.01 per
share (the "Common Shares"), of the Company outstanding at the close of
business on October 26, 1998 (the "Record Date"). Each Right will entitle
the registered holder thereof, after the Rights become exercisable and
until October 26, 2008 (or the earlier redemption, exchange or termination
of the Rights), to purchase from the Company one one-hundredth (1/100th) of
a share of Class B Junior Participating Preferred Stock, par value $.01 per
share (the "Preferred Shares"), at a price of $82.00 per one one-hundredth
(1/100th) of a Preferred Share, subject to certain anti-dilution
adjustments (the "Purchase Price"). Until the earlier to occur of (i) ten
(10) days following a public announcement that a person or group of
affiliated or associated persons has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the Common Shares (an
"Acquiring Person") or (ii) ten (10) business days (or such later date as
may be determined by action of the Board of Directors prior to such time as
any person or group of affiliated persons becomes an Acquiring Person)
following the commencement or announcement of an intention to make a tender
offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the Common
Shares (the earlier of (i) and (ii) being called the "Distribution Date"),
the Rights will be represented, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificate. The Rights will be transferred with and only with the Common
Shares until the Distribution Date or earlier redemption or expiration of
the Rights. As soon as practicable following the Distribution Date,
separate certificates representing the Rights ("Right Certificates") will
be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and such separate Right Certificates
alone will represent the Rights. The Rights will at no time have any voting
rights.
Each Preferred Share purchasable upon exercise of the Rights will be
entitled, when, as and if declared, to a minimum preferential quarterly
dividend payment of $1.00 per share but will be entitled to an aggregate
dividend of 100 times the dividend, if any, declared per Common Share. In
the event of liquidation, dissolution or winding up of the Company, the
holders of the Preferred Shares will be entitled to a preferential
liquidation payment of $100 per share plus any accrued but unpaid dividends
but will be entitled to an aggregate payment of 100 times the payment made
per Common Share. Each Preferred Share will have 100 votes and will vote
together with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged,
each Preferred Share will be entitled to receive 100 times the amount
received per Common Share. Preferred Shares will not be redeemable. These
Rights are protected by customary anti-dilution provisions. Because of the
nature of the Preferred Share's dividend, liquidation and voting rights,
the value of one one-hundredth of a Preferred Share purchasable upon
exercise of each Right should approximate the value of one Common Share.
In the event that a Person becomes an Acquiring Person or if the
Company were the surviving corporation in a merger with an Acquiring Person
or any affiliate or associate of an
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Acquiring Person and the Common Shares were not changed or exchanged, each
holder of a Right, other than Rights that are or were acquired or beneficially
owned by the Acquiring Person (which Rights will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the then current Purchase Price of one Right.
In the event that, after a person has become an Acquiring Person, the Company
were acquired in a merger or other business combination transaction or more than
50% of its assets or earning power were sold, proper provision shall be made so
that each holder of a Right shall thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction would have a market value of two times the then current Purchase
Price of one Right.
At any time after a Person becomes an Acquiring Person and prior to
the earlier of one of the events described in the last sentence in the
previous paragraph or the acquisition by such Acquiring Person of 50% or
more of the then outstanding Common Shares, the Board of Directors may
cause the Company to exchange the Rights (other than Rights owned by an
Acquiring Person which have become void), in whole or in part, for that
number of Common Shares having an aggregate value equal to the Spread (the
excess of the value of the Common Shares issuable upon the exercise of a
Right over the Purchase Price) per Right (subject to adjustment).
The Rights may be redeemed in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price") by the Board of Directors at any
time prior to the time that an Acquiring Person has become such. The
redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The Rights will expire on October 26, 2008 (unless earlier
redeemed, exchanged or terminated). American Stock Transfer and Trust
Company is the Rights Agent.
The Purchase Price payable, and the number of one one-hundredths
of a Preferred Share or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Shares,
(ii) upon the grant to holders of the Preferred Shares of certain
rights, options or warrants to subscribe for or purchase Preferred
Shares or convertible securities at less than the current market price
of the Preferred Shares or (iii) upon the distribution to holders of
the Preferred Shares of evidences of indebtedness, cash, securities or
assets (excluding regular periodic cash dividends at a rate not in
excess of 125% of the rate of the last regular periodic cash dividend
theretofore paid or, in case regular periodic cash dividends have not
theretofore been paid, at a rate not in excess of 50% of the average
net income per share of the Company for the four quarters ended
immediately prior to the payment of such dividend, or dividends
payable in Preferred Shares (which dividends will be subject to the
adjustment described in clause (i) above)) or of convertible
securities, subscription rights or warrants (other than those referred
to above).
Until a Right is exercised, the holder thereof, as such, will
have no rights as a
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stockholder of the Company beyond those as an existing stockholder, including,
without limitation, the right to vote or to receive dividends.
Any of the provisions of the Rights Agreement dated as of October
10, 1998 between the Company and the Rights Agent (the "Rights
Agreement"), may be amended by the Board of Directors of the Company
for so long as the Rights are then redeemable, and after the Rights
are no longer redeemable, the Company may amend or supplement the
Rights Agreement in any manner that does not adversely affect the
interests of the holder of the Rights.
One Right will be distributed to stockholders of the Company for
each Common Share owned of record by them on October 26, 1998. As long
as the Rights are attached to the Common Shares, the Company will
issue one Right with each new Common Share so that all such shares
will have attached Rights. The Company has agreed that, from and after
the Distribution Date, the Company will reserve 1,000,000 Preferred
Shares initially for issuance upon exercise of the Rights.
The rights are designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any
proposed takeover of the Company and to guard against partial tender
offers, open market accumulations and other abusive tactics to gain
control of the Company without paying all stockholders a control
premium. The Rights will cause substantial dilution to a person or
group that acquires 15% or more of the Company's stock on terms not
approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by
the Board of Directors at any time prior to the first date that a
Person or group has become an Acquiring Person.
The Rights Agreement specifying the terms of the Rights and the
text of the press release announcing the declaration of the Rights,
are incorporated herein by reference as exhibits to this Current
Report. The foregoing description of the Rights is qualified in its
entirety by reference to such exhibits.
Item 2. Exhibits
1. Rights Agreement, dated as of October 10, 1998, between
First Washington Realty Trust, Inc. and American Stock
Transfer and Trust Company, which includes the form of
Articles Supplementary of the Class B Junior Participating
Preferred Stock of First Washington Realty Trust, Inc. as
Exhibit A, the form of Right Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred Shares as Exhibit C.*
2. Text of Press Release, dated October 16, 1998.*
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* Previously filed as an exhibit to the Company's
current report on Form 8-K dated October 23, 1998,
and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned hereunto duly authorized.
FIRST WASHINGTON REALTY TRUST, INC.
Dated: October 23, 1998 By: /s/ Jeffrey S. Distenfeld
Jeffrey S. Distenfeld
Senior Vice President and General Counsel
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EXHIBIT INDEX
1. Rights Agreement, dated as of October 10, 1998, between First Washington
Realty Trust, Inc. and American Stock Transfer and Trust Company, which
includes the form of Articles Supplementary of the Class B Junior
Participating Preferred Stock of First Washington Realty Trust, Inc. as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C.*
2. Text of Press Release, dated October 16, 1998.*
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* Previously filed as an exhibit to the Company's current report on Form 8-K
dated October 23, 1998, and incorporated herein by reference.
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