SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FIRST WASHINGTON REALTY TRUST, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 1a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(5) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth in the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:1
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[LETTERHEAD OF FIRST WASHINGTON REALTY TRUST, INC.]
April 12, 1999
Dear Stockholder:
You are cordially invited to attend our annual meeting of Stockholders,
which will be held this year at The Hyatt Regency-Bethesda, One Bethesda Metro
Center, Bethesda, Maryland, on Friday, May 7, 1999, at 11:00 a.m. (EDT). On the
following pages you will find the Notice of Annual Meeting of Stockholders and
the accompanying Proxy Statement.
Your vote is important. We encourage you to vote by proxy so that your
shares will be represented and voted upon at the meeting even if you cannot
attend. Accordingly, please sign, date and return the enclosed proxy card
promptly.
Sincerely,
Stuart D. Halpert
Chairman of the Board
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC.
4350 East-West Highway, Suite 400
Bethesda, Maryland 20814
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of First Washington Realty Trust, Inc.:
Notice is hereby given that the Annual Meeting of the Stockholders of
FIRST WASHINGTON REALTY TRUST, INC., a Maryland corporation (the "Company"),
will be held at The Hyatt Regency - Bethesda, One Bethesda Metro Center,
Bethesda, Maryland, on Friday, May 7, 1999, at 11:00 a.m. (EDT), for the
following purposes:
1. To elect two Directors to serve for a three-year term and until their
successors are elected and qualify.
2. To consider and vote upon ratification of the appointment of
PricewaterhouseCoopers LLP to serve as independent auditors for the Company for
the calendar year ending December 31, 1999.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on March 31,
1999 as the record date for determining stockholders of record entitled to
notice of and to vote at the Annual Meeting.
Accompanying this Notice is a proxy. WHETHER OR NOT YOU EXPECT TO BE AT
THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY.
All stockholders are cordially invited to attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
JEFFREY S. DISTENFELD
Executive Vice President and Secretary
Bethesda, Maryland
April 12, 1999
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC.
4350 East-West Highway, Suite 400
Bethesda, Maryland 20814
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 7, 1999
The enclosed Proxy is solicited by the Board of Directors of First
Washington Realty Trust, Inc., a Maryland corporation (the "Company"), in
connection with the Annual Meeting of Stockholders to be held at 11:00 a.m.
(EDT) on May 7, 1999, at The Hyatt Regency - Bethesda, One Bethesda Metro
Center, Bethesda, Maryland 20814 (the "Annual Meeting"), and at any adjournment
or postponement thereof.
The Proxy is revocable at any time before its exercise by written
notice of revocation to the Secretary of the Company at its principal office, by
executing and returning another proxy bearing a later date or by attending and
voting in person at the Annual Meeting. Attendance at the Annual Meeting will
not in and of itself constitute a revocation of a Proxy. Execution of a Proxy
will not affect your right to attend the Annual Meeting and to vote in person.
Unless the accompanying Proxy has been previously revoked, the shares
represented by the Proxy will, unless otherwise directed, be voted at the Annual
Meeting for the nominees named below for election as Directors and for
ratification of the appointment of the firm named below to serve as independent
auditors for 1999 and in the discretion of the proxy holder(s) on any other
matters that may properly come before the Annual Meeting or any postponement or
adjournment thereof. Votes cast by Proxy or in person at the Annual Meeting will
be counted by the person appointed by the Company to act as Inspector of
Election for the Annual Meeting. Any valid and properly executed but otherwise
unmarked Proxies, including those submitted by brokers or nominees, will be
voted in favor of the proposals and nominees of the Board of Directors, as
indicated in the accompanying Proxy card.
The costs of solicitation of Proxies will be borne by the Company. In
addition to soliciting Proxies by mail, the Company's officers, directors and
other regular employees, without additional compensation, may solicit Proxies
personally or by other appropriate means. It is anticipated that banks, brokers,
fiduciaries, other custodians and nominees will forward proxy soliciting
materials to their principals and that the Company will reimburse such persons'
out-of-pocket expenses.
This Proxy Statement and the accompanying form of Proxy and the 1998
Annual Report are first being mailed to stockholders on or about April 12, 1999.
The Company's 1998 Annual Report to its stockholders is also enclosed and should
be read in conjunction with the matters set forth herein. See "Annual Report."
Only holders of record of the Company's Common Stock, $.01 par value
per share (the "Common Stock"), as of the close of business on March 31, 1999,
are entitled to notice of and to vote at the Annual Meeting. At the close of
business on March 31, 1999, there were outstanding 8,603,218 shares of the
Company's Common Stock, which constitute all of the outstanding voting
securities of the Company, each of which is entitled to one vote on each of the
matters to be presented to the stockholders at the meeting.
- 1 -
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors currently consists of the following seven
Directors: Stuart D. Halpert, William J. Wolfe, Lester Zimmerman, Stanley T.
Burns, Matthew J. Hart, William M. Russell and Heywood Wilansky. Pursuant to the
Company's charter, the Directors are divided into three classes. The terms of
Directors William J. Wolfe and Matthew J. Hart expire at the Annual Meeting,
while the terms of the remaining Directors expire in 2000 or 2001.
Messrs. Wolfe and Hart have been nominated and recommended for election
to serve as Directors for a term of three years and until their respective
successors are duly elected and qualify. Messrs. Wolfe and Hart have advised the
Board of Directors that they are able and willing to serve as Directors. If, for
any reason, any of them shall become unavailable for election, an event that the
Company does not anticipate, the individuals named in the enclosed Proxy may
exercise their discretion to vote for any substitute nominee or nominees. The
Board of Directors has no reason to believe that any nominee named herein will
be unable to serve.
Vote Required; Recommendation of the Board of Directors
A plurality of all the votes cast at the Annual Meeting by the holders
of shares of Common Stock present or represented by proxy, assuming a quorum is
present, will be sufficient to elect a nominee as a Director. For purposes of
the election of Directors, abstentions will not be counted as votes cast and
will have no effect on the result of the vote, although they will count toward
the presence of a quorum. The Board of Directors unanimously recommends a vote
FOR the nominees set forth above. Proxies solicited by the Company will be so
voted unless stockholders specify otherwise on the accompanying Proxy.
BOARD OF DIRECTORS AND OFFICERS
The nominees for election as Directors of the Company, the executive
officers of the Company and the other Directors whose terms continue after the
Annual Meeting, and their principal occupations for at least the past five
years, their ages, their positions and offices with the Company and information
as to their terms as Directors as of March 31, 1999, are as follows:
Director Term
Name Age Since Expires Position
- ---- --- -------- ------- --------
Stuart D. Halpert 56 1994 2000 Chairman of the Board
of Directors
William J. Wolfe 46 1994 1999 President, Chief
Executive Officer
and Director
Lester Zimmerman 49 1994 2001 Director
Stanley T. Burns 54 1994 2000 Director
Matthew J. Hart 46 1994 1999 Director
William M. Russell 62 1994 2001 Director
Heywood Wilansky 51 1994 2000 Director
James G. Blumenthal 42 Executive Vice
President and Chief
Financial Officer
Jeffrey S. Distenfeld 44 Executive Vice
President, Secretary
and General Counsel
James G. Pounds 43 Executive Vice
President and Chief
Operating Officer
2
<PAGE>
Stuart D. Halpert. Mr. Halpert is the Chairman of the Board of Directors of
the Company. He co-founded First Washington Management, Inc. ("FWM"), a
predecessor business to the Company, in 1983 and has been its Chairman from its
inception. He has been involved in the real estate industry for over 20 years.
Mr. Halpert is actively involved with all aspects of the Company's business,
including its work with the capital markets, acquisitions, asset management, and
third-party services. He shares overall responsibility for the Company's
day-to-day operations with Mr. Wolfe. Prior to the formation of FWM, Mr. Halpert
was a practicing attorney specializing in real estate transactions and banking
matters. Prior to entering private practice, Mr. Halpert served as Counsel to
the House Banking Committee, U.S. Congress. Mr. Halpert is a past member of the
Board of Directors of the District of Columbia National Bank and the National
Bank of Commerce. He is a member of the Board of Trustees of ElderTrust, a
publicly-traded real estate investment trust, until his term expires in May
1999. Mr. Halpert is a member of the International Council of Shopping Centers.
He received his Bachelor's Degree from Brown University and his Juris Doctor
Degree from The George Washington University Law School.
William J. Wolfe. Mr. Wolfe is the President and Chief Executive Officer of
the Company. He is also the President, Chief Executive Officer and co-founder of
FWM and has been its President from its inception. Mr. Wolfe shares overall
responsibility for the Company's day-to-day operations with Mr. Halpert, and is
actively involved in all aspects of the Company's business, including
acquisition, development, leasing and management of the Company's retail
properties. Prior to co-founding the Company's predecessor, from 1979 to 1982,
Mr. Wolfe was a principal in a commercial real estate firm in the Washington,
D.C. metropolitan area. Prior to entering the real estate business, Mr. Wolfe
served in the Executive Office of the President of the United States. Mr. Wolfe
is a member of the International Council of Shopping Centers, and is a past
member of the Board of Directors of the National Bank of Commerce. He received
his Bachelor's Degree from Clark University and his Master's Degree from Harvard
University.
Lester Zimmerman. Mr. Zimmerman was a co-founder of FWM and was an
Executive Vice President of the Company until 1998. Since then, he has been
President of LZ Realty, Inc., a real estate brokerage company which acquired the
sales brokerage business conducted through the Company's wholly-owned
subsidiary, First Capital Realty, Inc. He has over 18 years of experience in the
acquisition, management and disposition of commercial properties. Mr. Zimmerman
is a member of the National Multi-Housing Council, the National Association of
Real Estate Investment Trusts and the National Housing and Rehabilitation
Association. Prior to joining the Company's predecessor, Mr. Zimmerman was an
executive with the Xerox Corporation in Washington, D.C. and Sydney, Australia.
Mr. Zimmerman received his Bachelor's Degree from the College of William and
Mary.
Stanley T. Burns. Mr. Burns is the principal of The Calloway Group, a
consulting firm specializing in business strategy and finance. Mr. Burns is the
former President and Chief Executive Officer of United Savings Bank of Virginia,
and served for over 22 years with Chase Manhattan Bank, N.A. and affiliates. In
1985, Mr. Burns negotiated the acquisition of three banks in Maryland on behalf
of the Chase Manhattan Corporation, which banks were then merged to form Chase
Bank of Maryland, where he served as President and Chief Executive Officer until
1988. He is the author of Exceeding Expectations: The Story of Enterprise
Rent-A-Car, co-author of Educating Managers, and he currently serves on the
faculty of The Johns Hopkins University. He received his Bachelor's Degree from
Duke University and a Master's Degree from The Johns Hopkins University.
Matthew J. Hart. Mr. Hart is the Executive Vice President and Chief
Financial Officer of Hilton Hotels Corporation. Mr. Hart is primarily
responsible for Hilton's corporate finance and development activities. Prior to
joining Hilton, Mr. Hart was Senior Vice President and Treasurer of the Walt
Disney Company. Prior to joining Disney, Mr. Hart was Executive Vice President
and Chief Financial Officer of Host Marriott Corporation (formerly known as
Marriott Corporation). Before joining Marriott Corporation, Mr. Hart had been a
lending officer with Bankers Trust Company in New York. Mr. Hart received his
Bachelor's Degree from Vanderbilt University and a Master's of Business
Administration from Columbia University. He is also a member of the Board of
Directors of Kilroy Realty Corporation, an office property REIT based in El
Segundo, California.
3
<PAGE>
William M. Russell. Mr. Russell is the President of Corporate Real Estate
Advisors, an independent real estate consulting firm, and is a Senior Real
Estate Advisor of Aetna, Inc. Prior to his current position, Mr. Russell was
chairman of the Real Estate and Mortgage Investment Committee of the Aetna Life
& Casualty Companies. Over the term of his association with Aetna, Mr. Russell
held senior positions in virtually every area of its real estate operations,
including supervising Aetna's $23 billion mortgage portfolio and serving as past
president of Aetna Property Services, a subsidiary engaged in the on-site
management of Aetna-owned properties, and acting as former chairman of AE
Properties, Inc., a subsidiary engaged in real estate development. Mr. Russell
is a member of the Board of Directors and past president of the Connecticut
Housing Investment Fund. Mr. Russell was the Governor's appointee to the
Connecticut Blue Ribbon Commission on Housing and he is Vice Chairman of
Hartford's Downtown Council.
Heywood Wilansky. Mr. Wilansky is the President, Chief Executive Officer
and a Director of The Bon-Ton Stores, Inc., a retail department store chain.
Prior to joining his current position in August, 1995, Mr. Wilansky was the
president and chief executive officer of Foley's Department Store, a 50-store
division of May Department Stores Company. Mr. Wilansky is the former president
and chief executive officer of Filene's Department Store and the former
executive vice president for merchandising of Lord & Taylor. Prior to that, Mr.
Wilansky held various positions with Hecht's Department Store of Washington,
D.C., most recently serving as senior vice president and general merchandise
manager. Mr. Wilansky received his Bachelor's Degree from Canaan College.
James G. Blumenthal. Mr. Blumenthal is an Executive Vice President and the
Chief Financial Officer of the Company. Mr. Blumenthal joined FWM in 1986 and
has served in a variety of positions, including Senior Asset Manager and
Director of Acquisitions. He has responsibility for accounting and financial
reporting for the Company. Prior to joining FWM, Mr. Blumenthal was a practicing
CPA with Grant Thornton, a national accounting firm. He is a member of the
American Institute of Certified Public Accountants. Mr. Blumenthal received his
Bachelor's Degree from The George Washington University and his Master's of
Science in Taxation from The American University.
Jeffrey S. Distenfeld. Mr. Distenfeld is an Executive Vice President and
the Secretary and General Counsel of the Company. He joined FWM in 1989 and is
responsible for all legal matters. Prior to joining FWM, Mr. Distenfeld was a
partner with the law firm of Lane and Edson, P.C., where he specialized in
commercial real estate and financing transactions. He is a member of the bar of,
and qualified to practice in, Maryland, Virginia and the District of Columbia.
Mr. Distenfeld received his Bachelor's Degree from The George Washington
University and his Juris Doctor Degree from the University of Virginia School of
Law.
James G. Pounds. Mr. Pounds is an Executive Vice President and the Chief
Operating Officer of the Company and has responsibility for the leasing and
management of the Company's properties, as well as its redevelopment and
renovation activities and its third-party management business. He joined FWM in
1988 and has had a variety of responsibilities, including construction
management and supervision of expansion and renovation projects. Prior to
joining FWM, Mr. Pounds was a vice president of T.F. Stone, a real estate
development firm, where he was responsible for the development and construction
of a variety of commercial and multifamily projects. Prior to that, he was a
project manager with HKS, Inc., an architectural firm, where he was responsible
for development and construction of commercial office properties. Mr. Pounds
received his Bachelor's Degree in Engineering from the University of Kansas and
Master's of Business Administration and Master's of Architecture from the
University of Illinois.
Committees of the Board of Directors; Meetings
The Board of Directors held eight meetings during the year ending December
31, 1998. For that year, no nominee for Director who served as a Director during
the past year attended fewer than 75% of the aggregate of the total number of
meetings of the Board of Directors and committees on which he served. The Board
of Directors has established the following standing committees: Audit Committee
and Compensation Committee. There is no standing Nominating Committee. The Board
of Directors has delegated certain functions to the following standing
committees of the Board:
4
<PAGE>
Audit Committee. The Audit Committee consists of four Directors, all of
whom are independent of the Company's management ("Independent Directors").
Messrs. Hart, Burns, Russell and Wilansky are the current members of the Audit
Committee, and Mr. Hart is the Chairman of the Audit Committee. The Audit
Committee was established to make recommendations concerning the engagement of
independent public accountants, review with independent public accountants the
plans and results of the audit engagement, approve professional services
provided by the independent accountants, review the independence of the
independent accountants, consider the range of audit and non-audit fees and
review the adequacy of the Company's internal accounting controls. The Audit
Committee met three times during the year ending December 31, 1998.
Compensation Committee. The Compensation Committee consists of four
Directors, all of whom are Independent Directors. Messrs. Burns, Hart, Russell
and Wilansky are the current members of the Compensation Committee, and Mr.
Burns is the Chairman of the Compensation Committee. The Compensation Committee
determines compensation for the Company's executive officers, administers the
granting of stock options and administers the Company's stock option plan and
restricted stock plan. The Compensation Committee met four times during the year
ending December 31, 1998.
Directors' Compensation
Independent Directors receive a retainer of $18,000 per annum. In
addition, the Chairman of each Committee is paid $1,000 for each meeting which
he attends and chairs. Each Independent Director also is reimbursed for expenses
incurred in attending meetings. Under the Stock Option Plan, each Independent
Director receives, upon initial election to the Board of Directors, an option to
purchase 2,500 shares of the Company's Common Stock at an exercise price equal
to the fair market value of a share of Common Stock on the grant date. Pursuant
to an amendment to the Stock Option Plan, the Board of Directors has discretion
to make annual grants of options to each Independent Director for up to 5,000
shares of Common Stock on the first day of the next calendar month following the
annual meeting of stockholders (at an exercise price equal to the fair market
value of a share of Common Stock on the date of grant). In accordance with this
amendment, the Board granted each Independent Director serving on June 1, 1997
an option to purchase 4,000 shares of stock at an exercise price of $24.00 per
share and each Independent Director serving on June 1, 1998 an option to
purchase 4,000 shares of stock at an exercise price of $25.50 per share.
One-third of each of such options granted on June 1, 1997 and June 1, 1998 vest
on each of the first, second and third anniversary dates of the date of grant.
Neither employees of the Company who are Directors nor Lester Zimmerman are paid
Director fees nor do they receive options for their service as Directors of the
Company.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 31, 1999, the Company had approximately 6,300 beneficial
holders of Common Stock. The following table sets forth information regarding
beneficial ownership of the shares of Common Stock as of such date by (i) the
Company's Chief Executive Officer and each of the other four most highly
compensated executive officers (collectively, the "Named Executive Officers"),
(ii) each Director of the Company, (iii) the Company's officers and Directors as
a group and (iv) all persons known by the Company to be the beneficial owner of
more than five percent of the Company's outstanding shares of Common Stock. For
purposes of this Proxy Statement, beneficial ownership of securities is defined
in accordance with the rules of the Securities and Exchange Commission (the
"SEC") and means generally the power to vote or exercise investment discretion
with respect to securities, regardless of any economic interests therein. Except
as otherwise indicated, the Company believes that the beneficial owners of the
securities listed below have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Unless
otherwise indicated, the business address for each of the individuals listed
below is c/o First Washington Realty Trust, Inc., 4350 East-West Highway, Suite
400, Bethesda, Maryland 20814.
5
<PAGE>
Shares Beneficially Owned
Amount and
Name of Nature of
Beneficial Beneficial Percent of
Owner Ownership (1) Class (2)
- ---------- ------------- ----------
Stuart D. Halpert (3) (4) 373,894 4.26%
William J. Wolfe (3) (4) 373,894 4.26%
Lester Zimmerman 93,971 1.09%
James G. Blumenthal (3) (4) 26,025 *
Jeffrey S. Distenfeld (3) (4) 26,025 *
James G. Pounds (3) (4) 26,025 *
Stanley T. Burns (5) 6,499 *
Matthew J. Hart (5) 10,499 *
William M. Russell (5) 8,399 *
Heywood Wilansky (5) 6,499 *
All executive officers and directors as a
group (10 persons) 951,730 10.51%
T. Rowe Price Associates, Inc. (6)(7) 811,900 9.44%
100 East Pratt Street
Baltimore, MD 21202
Heitman/PRA Securities Advisors, LLC (8)(9) 431,025 5.01%
180 North LaSalle Street, Suite 3600
Chicago, IL 60601
- -------------------------------------------
* = less than 1%
(1) Includes shares of Common Stock issuable upon conversion of partnership
units ("Common Units") in First Washington Realty Limited Partnership (the
"Operating Partnership") which are convertible within 60 days. As of March
31, 1999, Common Units owned by the Named Executive Officers and Directors
was as follows: Stuart D. Halpert - 3,198, William J. Wolfe - 3,198 ,
Lester Zimmerman - 2,318, James G. Blumenthal - 3,077, Jeffrey S.
Distenfeld - 3,077 and James G. Pounds - 3,077.
(2) Based on 8,603,218 shares of Common Stock outstanding as of March 31, 1999,
plus the shares of Common Stock issuable upon conversion of all Common
Units and the options to purchase shares of Common Stock (which are
exercisable within 60 days) held by such beneficial owner.
(3) Includes options to purchase shares of Common Stock (which are exercisable
within 60 days) as follows: Stuart D. Halpert - 173,140, William J. Wolfe -
173,140, James G. Blumenthal - 11,795, Jeffrey S. Distenfeld - 11,795, and
James G. Pounds - 11,795.
(4) Includes restricted shares of Common Stock (not vested) held by Stuart D.
Halpert - 14,567, William J. Wolfe - 14,567, James G. Blumenthal - 5,489,
Jeffrey S. Distenfeld - 5,489 and James G. Pounds - 5,489.
(5) For Mr. Burns and Mr. Wilansky only, includes options to purchase 6,499
shares of Common Stock (which are exercisable within 60 days). For Mr. Hart
and Mr. Russell only, includes options to purchase 3,999 shares of Common
Stock (which are exercisable within 60 days) since they have exercised
their options to purchase the 2,500 shares available under their initial
options.
(6) Reflects beneficial ownership as of December 31, 1998, as reported to the
Company on Schedule 13G filed in February, 1999.
6
<PAGE>
(7) These securities are owned by various individual and institutional
investors for which T. Rowe Price Associates, Inc. ("Price Associates")
serves as investment advisor with power to direct investments and/or sole
power to vote the securities. For purposes of the reporting requirements of
the Securities Exchange Act of 1934, Price Associates is deemed to be a
beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such securities.
(8) Reflects beneficial ownership as of December 31, 1998, as reported to the
Company on Schedule 13G filed in February, 1999.
(9) Consists of 431,025 shares held by various entities and/or funds managed by
Heitman/PRA Securities Advisors LLC.
EXECUTIVE COMPENSATION
Summary Compensation Table
The Named Executive Officers are employed and compensated by both
the Company and FWM. The Company believes that the effective allocation of such
executives' compensation as among such entities reflects the services provided
by such executives with respect to each entity. The following table shows, for
the fiscal year ending December 31, 1996, December 31, 1997 and December 31,
1998, respectively, the compensation paid by the Company and FWM to the Named
Executive Officers.
<TABLE>
<S>
Annual Long-Term
Compensation Compensation Awards
------------ -------------------
<C> <C> <C> <C> <C>
Securities
Under-
lying
Bonus Options Stock
Principal Position Year (1) Salary ($)(2) ($) (#)(3) Grants (4)
- ------------------ -------- ------------- ------------ --------------------
William J. Wolfe 1998 $300,000 $255,000 16,000 --
President and Chief 1997 $250,000 $125,000 32,000 47,380
Executive Officer 1996 $221,500 $ 77,500 -- --
Stuart D. Halpert 1998 $300,000 $255,000 16,000 --
Chairman of 1997 $250,000 $125,000 32,000 47,380
the Board 1996 $221,500 $ 77,500 -- --
James G.Blumenthal 1998 $160,000 $ 30,000 4,000 --
Executive Vice 1997 $145,000 $ 25,000 8,000 --
President and Chief 1996 $130,400 -- -- --
Financial Officer
Jeffrey S. Distenfeld 1998 $160,000 $ 30,000 4,000 --
Executive Vice 1997 $155,000 $ 15,000 8,000 --
President and 1996 $148,100 -- -- --
General Counsel
James G. Pounds 1998 $160,000 $ 30,000 4,000 --
Executive Vice 1997 $145,000 $ 25,000 8,000 --
President and 1996 $130,400 -- -- --
Chief Operating
Officer
<PAGE>
<C> <C> <C>
All
Other
Restricted Contingent Compen-
Stock Stock sation
Grants (5) Grants (6) ($)
- ------------ ----------- ---------
-- 12,500 --
4,750 5,000 --
39,200 -- --
-- 12,500 --
4,750 5,000 --
39,200 -- --
1,500 -- --
5,128 -- --
5,128 -- --
5,128 -- --
1,960 -- --
1,500 -- --
5,128 -- --
1,960 -- --
1,500 -- --
5,128 -- --
5,128 -- --
1,960 -- --
</TABLE>
(1) The Company paid advisory, leasing and management fees to FWM of
approximately $4,546,000 in 1998. Certain of the Named Executive Officers
have certain ownership interests in FWM. See "Certain Relationships and
Related Transactions."
7
<PAGE>
(2) Includes compensation that was deferred pursuant to the Company's 401(k)
Plan.
(3) Represents options which were granted under the Company's Stock Option Plan
at an exercise price equal to $25.50 per share (the per share price of
Common Stock on the date granted) for the 1998 options.
(4) Awarded to Messrs. Halpert and Wolfe (or their designees) on the first and
third anniversaries of the June 1994 Offering based upon the Company's
attainment of certain specified performance objectives pursuant to their
original Employment Agreements.
(5) Awarded under the Company's Restricted Stock Plan. See -- "Employment
Agreements."
(6) Awarded to Messrs. Halpert and Wolfe pursuant to their 1996 Contingent
Stock Agreements, as amended, based upon the Company's attainment of
certain specified performance objectives for the applicable fiscal year.
See -- "Employment Agreements."
Stock Option Grants in Last Fiscal Year
The following table provides information concerning the grant of stock
options to the Named Executive Officers for the fiscal year ending December 31,
1998 under the Stock Option Plan. The Company does not have any outstanding
stock appreciation rights.
Potential Realizable
Value at Assessed Annual
Rates of Stock
Price Appreciation
Individual Grants for Option Term
- --------------------------------------------------------------------------------
<TABLE>
<S>
<C> <C> <C> <C> <C>
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Expiration
Name Granted Fiscal Year Price ($/Sh) Date
- ---- ------- ----------- ------------ ----------
Stuart D. Halpert 16,000(1) 17.68% $25.50 06/01/2008
William J. Wolfe 16,000(1) 17.68% $25.50 06/01/2008
James G. Blumenthal 4,000(1) 4.42% $25.50 06/01/2008
Jeffrey S. Distenfeld 4,000(1) 4.42% $25.50 06/01/2008
James G. Pounds 4,000(1) 4.42% $25.50 06/01/2008
<C> <C>
5%($)(2) 10%($)(2)
- ------------- ---------
$124,000 $401,000
$124,000 $401,000
$ 31,000 $100,000
$ 31,000 $100,000
$ 31,000 $100,000
</TABLE>
(1) These options are exercisable according to the following schedule:
one-third of such options vest on each of the first, second and third
anniversary dates of the date of grant (June 1, 1998). The exercise
price of the options is $25.50 (the market price on the date of grant).
(2) The total value of all outstanding shares of the Common Stock, based on
the fair market value per share of Common Stock on March 31, 1998 of
$21.4375 per share, was approximately $184.4 million. If the Common
Stock appreciated at the 5% and 10% compounded annual rates assumed in
the table, the value of Common Stock held by all stockholders would
have increased by approximately $101.4 million and $249.7 million,
respectively, by the June 1, 2008 expiration date of most of these
options. There can be no assurance that such increases in value will
occur.
8
<PAGE>
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Value
Table
The following table sets forth information related to the exercise of
stock options during the year ended December 31, 1998 by each of the Named
Executive Officers and the 1998 fiscal year-end value of unexercised options.
<TABLE>
<S>
<C> <C> <C> <C>
Number of
Securities
Underlying
Unexercised
Options at
FY-End (#)
Shares Acquired Value Exercisable/
Name on Exercise (#) Realized ($) Unexercisable
- ---- ----------------- ------------ -------------
Stuart D. Halpert N/A N/A 157,141/37,334
William J. Wolfe N/A N/A 157,141/37,334
James G. Blumenthal N/A N/A 7,796/9,334
Jeffrey S. Distenfeld N/A N/A 7,796/9,334
James G. Pounds N/A N/A 7,796/9,334
<C>
Value of
Unexercised
In-the-Money
Options at
FY-End ($)(1)
Exercisable/
Unexercisable
- -------------
$613,364/$-0-
$613,364/$-0-
$ 21,482/$-0-
$ 21,482/$-0-
$ 21,482/$-0-
</TABLE>
(1) Represents the difference between the fair market value of the Common Stock
on December 31, 1998 and the exercise price of the options.
Employment Agreements
Messrs. Halpert and Wolfe have entered into amended employment
agreements with the Company effective March 13, 1998 (the "Amended Employment
Agreements"). See -- "Compensation Committee Report." The term of Mr. Wolfe's
Amended Employment Agreement will expire June 30, 2002 and the term of Mr.
Halpert's Amended Employment Agreement will expire December 31, 2002. The
employment agreements provide that for a period of 18 months following the
period each is an officer of the Company, Messrs. Halpert and Wolfe will not be
employed or otherwise involved in any business engaged in the acquisition,
development, management or operation of principally retail shopping centers
within 25 miles of a shopping center in the Company's portfolio at the time of
such executive's termination of employment.
The Amended Employment Agreements provide that, under certain
circumstances, Messrs. Halpert and Wolfe will receive a severance benefit equal
to the greater of (a) 200% of the sum of (x) the employee's annual base salary
at the time of such termination plus (y) the average annual bonus paid to the
employee during the employment term, or (b) the sum of (x) the aggregate amount
of annual base salary that would have been paid through the scheduled expiration
of the term of the employment agreement plus (y) the average annual bonus paid
to the employee during the employment term, annualized from the time of such
termination through the end of the employment term. If Mr. Halpert's or Mr.
Wolfe's employment is terminated prior to the expiration of his employment
agreement, he is entitled to continue to receive medical benefits until the date
his term of employment otherwise would have expired.
The prior employment agreements provided for grants to each of Messrs.
Halpert and Wolfe of 39,200 shares of Restricted Stock pursuant to the
Restricted Stock Plan, and 30,000 shares of Contingent Stock pursuant to
separate Contingent Stock Agreements. Such shares of Restricted Stock are
subject to vesting based on continued employment and such shares of Contingent
Stock are subject to grant only if specified performance targets are met. As of
March 31, 1999, 27,800 shares of such Restricted Stock had fully vested as to
each of Messrs. Halpert and Wolfe and 17,500 shares of such Contingent Stock had
been issued to each of Messrs. Halpert and Wolfe.
9
<PAGE>
Each of the Amended Employment Agreements provides for an annual base
salary in the amount of $300,000 for calendar year 1998, subject to increase as
determined by the Compensation Committee (the Compensation Committee has voted
to increase the annual base salary of each to $350,000 for 1999); provided,
however, that the annual base salary of each shall increase to $400,000 as of
January 1, 2000. Prior to 1998, the employment agreements also contained
provisions for annual incentive bonuses based on performance criteria. The
target bonus for each of Messrs. Halpert and Wolfe was 50% of base salary, up to
a maximum of 100%. (See "Compensation Committee Report.") As part of the March
1998 amendments to the employment agreements, the Board structured the bonus
component of such agreements to qualify as performance-based compensation
pursuant to Code Section 162(m) for the remainder of the employment term (as
extended) beginning January 1, 1999, so that bonus payments made for periods
thereafter will be fully deductible for federal income tax purposes.
The Amended Employment Agreements also provide for the grant on January
1, 2000 to each of Messrs. Halpert and Wolfe of options to purchase 250,000
shares of Common Stock, at an exercise price equal to the fair market value of a
share of Common Stock on January 1, 2000 (provided the executive remains
employed by the Company on such date). The stock options shall be exercisable
until January 1, 2010, and, subject to the executive's continued employment with
the Company, shall become exercisable in accordance with the following schedule:
one-third of such options become exercisable on January 1 of each of years 2001,
2002 and 2003. In the event of termination of employment under specified
circumstances, including by the Company without cause or good reason or upon a
change in control (each as defined in the employment agreements), all of the
executive's options shall be immediately exercisable in full. The Amended
Employment Agreements further provide for awards to each of Messrs. Halpert and
Wolfe of 150,000 shares of Restricted Stock on January 1, 2000 under the
Company's Restricted Stock Plan, which awards are subject to vesting over the
three-year period thereafter.
Consistent with the provisions of the Amended Employment Agreements,
the Board has approved future performance-based Contingent Stock Awards of up to
25,000 shares of Common Stock to each of Messrs. Halpert and Wolfe on each of
March 31, 2001, 2002 and 2003, based on the Company's attainment of performance
goals during the preceding fiscal year. The Board has structured the Contingent
Stock Awards to qualify as performance-based compensation pursuant to Code
Section 162(m), so that any Contingent Stock Awards made for such periods will
be fully deductible for federal income tax purposes.
Stock Performance Graph
The following stock performance graph compares the Company's
performance to the S&P 500 and the index of equity real estate investment trusts
prepared by the National Association of Real Estate Investment Trusts
("NAREIT"). Equity real estate investment trusts are defined as those which
derive more than 75% of their income from equity investments in real estate
assets. The NAREIT equity index includes all tax-qualified real estate
investment trusts listed on the New York Stock Exchange, the American Stock
Exchange or the NASDAQ National Market. Stock price performance for the past
year is not necessarily indicative of future results. All stock price
performance includes the reinvestment of dividends.
10
<PAGE>
[graph to be inserted]
Base Period Return Return Return Return
1994 1995 1996 1997 1998
----------- ------ ------ ------ ------
The Company 100.00 132.00 185.33 232.25 216.52
NAREIT Equity Index 100.00 115.27 155.92 187.51 154.69
S&P 500 Index 100.00 137.43 168.99 225.36 289.77
Compensation Committee Interlocks and Insider Participation
The Compensation Committee was established in November, 1994 and consists
of Mr. Burns (Chairman), Mr. Hart, Mr. Russell and Mr. Wilansky, none of whom is
or has been an officer or employee of the Company. For a description of the
background of each of these individuals, see "Board of Directors and Officers."
To the Company's knowledge, there were no interrelationships involving members
of the Compensation Committee or other directors of the Company requiring
disclosures in this Proxy Statement.
COMPENSATION COMMITTEE REPORT
The information set forth below shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended, or under
the Securities Exchange Act of 1934, as amended, except to the extent the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
General. The Company's compensation and benefit practices for employees are
established and governed by the Compensation Committee, which is comprised
entirely of Independent Directors who are not eligible to participate in the
compensation plans which they administer. The Compensation Committee establishes
the general compensation policy of the Company, approves compensation of the
senior executive officers of the Company and administers the Stock Option Plan,
the Restricted Stock Plan and any other employee benefit plans which may be
established by the Company.
The Company's compensation program is designed to achieve both short-term
and long-term objectives, balancing compensation to reward past performance and,
consistent with the Company's growth philosophy, to provide incentives
11
<PAGE>
for superior performance over the long term. The Compensation Committee works
with management to design compensation structures which will best serve these
goals. The Compensation Committee utilizes base salary, cash bonuses, incentive
stock plans and other forms of compensation as part of its programs.
Executive Compensation. With the employment agreements of Messrs. Wolfe and
Halpert set to expire in fiscal year 1999, the Compensation Committee, in fiscal
year 1998, asked a nationally recognized consulting firm with experience in the
real estate investment trust industry (the "Consultant") to assist the
Compensation Committee by reviewing the compensation of the Chairman and Chief
Executive Officer of the Company. The Consultant made recommendations to the
Compensation Committee relating to overall compensation philosophy, appropriate
base salary, short-term and long-term compensation plans and appropriate goals
and targets for the continued employment of Messrs. Halpert and Wolfe.
In March, 1998, based upon the Consultant's recommendations and the
Compensation Committee's review of the anticipated effect which such proposed
changes would have upon the Company's financial performance, the Compensation
Committee determined that it was appropriate and in the best interests of the
Company to (i) extend the terms of the employment agreements until June 30, 2002
for Mr. Wolfe and until December 31, 2002 for Mr. Halpert; (ii) amend each of
Messrs. Halpert's and Wolfe's employment agreements to increase the annual base
salary from $250,000 to $300,000 for calendar year 1998 and $400,000 for
calendar year 2000, and to provide for annual incentive bonuses based on
performance criteria; (iii) grant to each of Messrs. Halpert and Wolfe on
January 1, 2000 awards of options to purchase 250,000 shares of Common Stock at
an exercise price equal to the fair market value of a share of Common Stock on
January 1, 2000, with one-third of such options to become exercisable on each of
the first, second and third anniversaries of January 1, 2000 (see "Employment
Agreements"); (iv) grant each of Messrs. Halpert and Wolfe 150,000 shares of
restricted stock on January 1, 2000, under the Restricted Stock Plan, which
awards are subject to vesting over the three-year period thereafter; and (v)
provide for the possible grant to each of Messrs. Halpert and Wolfe of up to
25,000 shares of Contingent Stock on each of March 31, 2001, 2002 and 2003 based
on the Company's attainment of performance goals during the preceding fiscal
year.
After consideration of the performance of Messrs. Halpert and Wolfe during
1998, the Compensation Committee voted in January 1999 to increase the annual
base salary from $300,000 to $350,000 for each of Messrs. Halpert and Wolfe
effective January 1, 1999.
In addition, James G. Blumenthal, Jeffrey S. Distenfeld and James G. Pounds
each received 1,500 shares of Restricted Stock on January 1, 1999 pursuant to
the Restricted Stock Plan. Such shares of Restricted Stock vest, and the
restrictions applicable thereto lapse, in equal one-third installments on each
of the first three anniversaries of the date of grant, subject to their
continued employment with the Company on such date.
Compensation of the Chairman and the Chief Executive Officer. Amounts
earned during 1998 by Messrs. Wolfe and Halpert, the Chief Executive Officer and
Chairman of the Company, respectively, are shown in the Summary Compensation
Table. The Compensation Committee believes that the annual base salaries for
Messrs. Wolfe and Halpert, as adjusted pursuant to their amended employment
agreements, are appropriate and are reflective of industry practices of other
similar public real estate investment trusts. The maximum bonus payable under
each of Messrs. Wolfe's and Halpert's employment agreements is 100% of annual
base salary and the target bonus payable under their employment agreements is
50% of their annual base salaries, and such bonuses are to be determined based
on the achievement of specified criteria. After reviewing the performance-based
criteria for the bonus for fiscal year 1998, the Compensation Committee awarded
to each of Messrs. Wolfe and Halpert a cash bonus for the period January 1, 1998
to December 31, 1998 equal to $255,000. In addition, after reviewing the
performance-based criteria for the Contingent Stock for fiscal year 1998, the
Compensation Committee granted to each of Messrs. Wolfe and Halpert 12,500
shares of Contingent Stock pursuant to the amended Contingent Stock Agreements.
The Compensation Committee has also established the performance criteria for
bonuses to be paid for calendar year 1999 in accordance with the Amended
Employment Agreements. The Compensation Committee believes that the future
Restricted Stock
12
<PAGE>
grants and performance-based Contingent Stock awards provided under the Amended
Employment Agreements will combine to be an effective method of aligning Messrs.
Wolfe's and Halpert's interests with those of the Company's stockholders and for
rewarding them appropriately for their services as Chief Executive Officer and
Chairman of the Company, respectively.
Date: March 30, 1999 STANLEY T. BURNS (CHAIRMAN)
MATTHEW J. HART
WILLIAM M. RUSSELL
HEYWOOD WILANSKY
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Messrs. Halpert, Wolfe and Zimmerman are owners, together with two
other individuals, of the sole general partner of FW Realty Limited Partnership,
which is a general partner in the Mid-Atlantic Centers Limited Partnership (the
"MAC Partnership"). The MAC Partnership owns one property managed by FWM (during
1998, the MAC Partnership owned up to five properties). During the fiscal year
ended December 31, 1998, the MAC Partnership paid management fees of
approximately $68,776 to FWM.
Messrs. Halpert, Wolfe and Zimmerman each held a minority ownership
interest in an office building for which FWM provided management services.
During the fiscal year ended December 31, 1998, the partnership which owned the
office building paid management fees of $30,000 to FWM.
All of the voting common stock of FWM is owned by Messrs. Halpert and
Wolfe, which enables them to control the election of the board of directors of
FWM. The Operating Partnership owns all of the non-voting preferred stock of
FWM, which is generally entitled to dividends equal to 99% of the net cash flow
of FWM. Messrs. Halpert and Wolfe have a right of first refusal with respect to
the remaining capital stock of FWM. During the fiscal year ended December 31,
1998, the Company paid advisory, leasing and management fees of approximately
$4,546,000 to FWM.
First Washington Management, Inc. ("FWM") transferred, effective as of
January 1, 1998, its sales brokerage business conducted through its wholly-owned
subsidiary First Capital Realty, Inc. ("FCR") to LZ Realty, Inc., a Maryland
corporation controlled by Lester Zimmerman, a director of the Company. FCR had
provided sales brokerage services since 1984 and was managed by Lester
Zimmerman. The transaction transferred substantially all the assets of FCR
(consisting primarily of commission and listing agreements) to LZ Realty, Inc.
for an interest-free, three-year promissory note equal to approximately
$300,000, payable in annual installments over a three-year period and guaranteed
by Mr. Zimmerman. Furthermore, FWM will provide LZ Realty for at least two years
a line of credit up to $350,000 (guaranteed by Mr. Zimmerman) with a variable
interest rate equal to FWM's borrowing rate and certain other reimbursable
administrative services (such as accounting services and shared office space) in
exchange for a portion of LZ Realty's profits during the term of the line of
credit. As part of the transaction, Mr. Zimmerman withdrew as an officer of the
Company and of FWM. By consummating this transaction, FWM intends to eliminate
the volatility of the income stream generated by the sales brokerage business.
The Company has paid legal fees in excess of $60,000 during 1998 to the
law firm of Latham & Watkins. William J. Wolfe's brother, Scott N. Wolfe, is a
partner of Latham & Watkins.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), executive officers, directors and beneficial owners of 10
percent or more of the Company's Common Stock and Preferred Stock ("Reporting
Persons") are required to file beneficial ownership statements with the SEC on a
timely basis reporting the initiation of their status as Reporting Persons and
any subsequent changes with respect to their beneficial ownership of the
Company's Common Stock or Preferred Stock. Based solely on its review of copies
of such beneficial ownership statements received by it or representations that
no such reports were required, the Company believes that during the fiscal year
ending December 31, 1998, its executive officers, directors and beneficial
owners of more than ten percent of the Company's Common Stock or Preferred Stock
complied with the requirements of Section 16(a).
13
<PAGE>
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The firm of PricewaterhouseCoopers LLP, the Company's independent
auditors for the fiscal year ending December 31, 1998, was appointed by the
Board of Directors, upon the recommendation of the Audit Committee, to act in
the same capacity for the fiscal year ending December 31, 1999, subject to
ratification by the stockholders. There are no affiliations between the Company
and PricewaterhouseCoopers LLP, its partners, associates or employees, other
than as pertains to its engagement as independent auditors for the Company in
the previous year. Representatives of PricewaterhouseCoopers LLP are expected to
be present at the Annual Meeting and will be given the opportunity to make a
statement if they so desire and to respond to appropriate questions.
Vote Required; Recommendation of the Board of Directors
A majority of all the votes cast at the Annual Meeting, assuming a
quorum is present, is necessary for approval of the ratification of
PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal
year ending December 31, 1999. For purposes of the vote on this proposal,
abstentions will not be counted as votes cast and will have no effect on the
result of the vote, although they will count toward the presence of a quorum.
The Board of Directors unanimously recommends a vote FOR ratification of the
appointment of independent auditors set forth above. Proxies solicited by the
Company will be so voted unless stockholders specify otherwise on the
accompanying Proxy.
OTHER MATTERS
The Board of Directors is not aware of any other matter that is likely
to come before the Annual Meeting. If other matters should properly come before
the Annual Meeting, the persons named in the accompanying Proxy will vote all
Proxies in their discretion.
Annual Report
The Annual Report of the Company for the fiscal year ending December
31, 1998 is provided with this Proxy Statement to the stockholders of record as
of the close of business on March 31, 1999. However, the Annual Report does not
constitute, and should not be considered, a part of this Proxy solicitation
material.
Any stockholder who desires a copy of the Company's 1998 Annual Report
on Form 10-K filed with the Securities and Exchange Commission may obtain a copy
(including exhibits) without charge by sending a request to Jeffrey S.
Distenfeld, Secretary, First Washington Realty Trust, Inc., 4350 East West
Highway, Suite 400, Bethesda, Maryland 20814.
Stockholders' Proposals
Any proposal intended to be presented by a stockholder at the next
annual meeting of stockholders must be received by the Company at its principal
executive offices not later than December 15, 1999, in order to be included in
the Company's proxy statement and form of proxy relating to that meeting. In
addition, the Bylaws of the Company provide that in order for a stockholder to
nominate a candidate for election as a director at an annual meeting of
stockholders or propose business for consideration at such meeting, notice must
generally be given to the Secretary of the Company no more than 90 days nor less
than 60 days prior to the first anniversary of the preceding year's annual
meeting. The fact that the Company may not insist upon compliance with these
requirements should not be construed as a waiver by the Company of its right to
do so at any time in the future.
14
<PAGE>
STOCKHOLDERS ARE URGED TO IMMEDIATELY MARK, DATE, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
BY ORDER OF THE BOARD OF DIRECTORS
JEFFREY S. DISTENFELD
Executive Vice President and Secretary
Bethesda, Maryland
April 12, 1999
15
<PAGE>
FIRST WASHINGTON REALTY TRUST, INC.
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of First Washington Realty Trust, Inc., a
Maryland corporation (the "Company"), revoking previous proxies, hereby
acknowledges the receipt of the Notice and Proxy Statement dated April 12, 1999
in connection with the Annual Meeting of Stockholders of the Company to be held
at 11:00 a.m. on Friday, May 7, 1999 at The Hyatt Regency-Bethesda, One Bethesda
Metro Center, Bethesda, MD 20814, and hereby appoints STUART D. HALPERT and
WILLIAM J. WOLFE, or either of them, as proxies for the undersigned, with full
power of substitution in each of them, to attend the meeting or any adjournment
or postponement thereof, to cast all the votes that the undersigned is entitled
to cast upon all matters properly coming before the meeting or any adjournment
or postponement thereof, and otherwise to represent the undersigned at the
meeting with all powers possessed by the undersigned as if personally present at
the meeting.
INSTRUCTIONS: This proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no direction is made,
this proxy will be voted FOR items 1 and 2 and in the discretion of the
holder(s) on any other matter properly coming before the meeting.
(Important - Please sign and date on other side)
SEE REVERSE SIDE
<PAGE>
Please date, sign and mail your proxy
card back as soon as possible!
Annual Meeting of Stockholders
FIRST WASHINGTON REALTY TRUST, INC.
May 7, 1999
Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------
A [ X ] Please mark your
votes as in this
example.
- --------------------------------------------------------------------------------
The Board of Directors recommends that you vote FOR Items 1 and 2, as
more fully described in the accompanying Proxy Statement.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR ALL nominees WITHHELD FROM ALL FOR AGAINST ABSTAIN
nominees --- ------- -------
<S> <C> <C> <C> <C> <C> <C>
1. Election of 2. Ratification of [ ] [ ] [ ]
the following [ ] [ ] PricewaterhouseCoopers LLP
nominees as as auditors
Directors:
3. In the discretion of the proxy
holder(s) on any other matter
coming before the Meeting or
any postponement or adjournment
thereof.
Nominees: William J. Wolfe and Matthew J. Hart
FOR ALL EXCEPT vote withheld from the following nominee:
_______________________________________________________
Signature(s) ___________________________________ Signature(s) ___________________________________ Date____________________
NOTE: Each joint tenant should sign: executors, administrators, trustees, etc.
should give full title and where more than one is named, a majority should sign.
Please read other side before signing.
</TABLE>
