<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 27, 2000
First Washington Realty Trust, Inc.
(Exact Name of Registrant as
Specified in Charter)
Maryland 0-25230 52-1879972
(State or other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
4350 East-West Highway
Suite 400
Bethesda, Maryland 20814
(Address of Principal
Executive Offices)
(301) 907-7800
(Registrant's telephone
number, including area code)
<PAGE> 2
ITEM 5. Other Events
On September 27, 2000, First Washington Realty Trust, Inc. ("First Washington")
and U.S. Retail Partners, LLC ("USRP"), along with certain affiliates of each of
First Washington and USRP entered into a Master Agreement, Agreement and Plan of
Merger, Real Estate Purchase Agreement and Limited Partnership Interest Purchase
and Sale Agreement (collectively, the "Agreements") whereby First Washington
will sell substantially all of its assets to, and merge with and into, certain
affiliates of USRP. Management estimates that the net proceeds of the
transactions will yield approximately $26.00 per share of common stock in cash
(and approximately $33.33 per share of preferred stock). The ultimate
distribution value is subject to a variety of closing adjustments. The
Agreements and the press release issued by First Washington are attached hereto
as Exhibits 2.1-2.4 and Exhibit 99.1, respectively, and are incorporated herein
by reference.
In connection with the transactions contemplated by the Agreements, Stuart D.
Halpert, William J. Wolfe and FRW, Inc., a company wholly owned by Halpert and
Wolfe, have entered into a Management Agreement, dated as of September 27, 2000,
with USRP and its affiliate, USRP, LLC, pursuant to which Halpert, Wolfe and FRW
will, after the closing of the Transactions, manage the properties acquired by
USRP and its affiliates pursuant to the Agreements.
The Agreements and the transactions contemplated thereby have been unanimously
approved by a special committee of independent directors, as well as by the full
Board of Directors of First Washington. The transactions contemplated by the
Agreements are subject to various customary closing conditions, including,
without limitation, (i) obtaining the approval of First Washington stockholders
and the partners of First Washington Realty Limited Partnership ("First
Washington LP"), (ii) the Management Agreement remaining in full force and
effect, (iii) receiving estoppel certificates from specified major tenants and a
sufficient percentage of other tenants; (iv) no change or changes having
occurred that, individually or collectively with all other changes, has had or
is reasonably likely to have a material adverse effect on the business, results
of operations, financial condition or operating income of First Washington,
First Washington LP and their subsidiaries, taken as a whole, (v) receiving
various consents of third parties to the transactions contemplated by the
Agreements and (vi) subject to qualifications for materiality, all of the
representations and warranties made by each party being true as of the closing
of the transactions contemplated by the Agreements, and the covenants and
agreements of each party having been performed.
First Washington, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from First Washington
stockholders in favor of the transactions contemplated by the Agreements. As of
the date of this communication, the officers and directors of First Washington
each beneficially own less than 1% of the outstanding common stock of First
Washington, other than Stuart D. Halpert and William J. Wolfe, who each
beneficially owns approximately 3.6%.
<PAGE> 3
ITEM 7(c). Exhibits
Exhibits
2.1 Master Agreement, dated as of September 27, 2000, by and among USRP I, LLC,
USRP GP, LLC, USRP LP, LLC, U.S Retail Partners Limited Partnership, U.S.
Retail Partners, LLC, First Washington Realty Trust, Inc. ("First
Washington"), First Washington Realty Limited Partnership ("First
Washington LP") and each of the directly or indirectly wholly-owned
subsidiaries of First Washington and First Washington LP.
2.2 Real Estate Purchase Agreement, dated as of September 27, 2000, by and
among First Washington, First Washington LP, and certain of their direct
and indirect subsidiaries, and USRP I, LLC.
2.3 Agreement and Plan of Merger, dated as of September 27, 2000, by and among
USRP GP, LLC, U.S. Retail Partners Limited Partnership, First Washington
and First Washington LP.
2.4 Limited Partnership Interest Purchase and Sale Agreement, dated as of
September 27, 2000, by and between First Washington and USRP LP, LLC.
99.1 Press Release of First Washington Realty Trust, Inc., dated September 28,
2000.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST WASHINGTON REALTY TRUST, INC.
By: /s/
James G. Blumenthal
Executive Vice President and
Chief Financial Officer
Date: September 28, 2000
<PAGE> 5
Exhibit Index
2.1 Master Agreement, dated as of September 27, 2000, by and among USRP I, LLC,
USRP GP, LLC, USRP LP, LLC, U.S Retail Partners Limited Partnership, U.S.
Retail Partners, LLC, First Washington Realty Trust, Inc. ("First
Washington"), First Washington Realty Limited Partnership ("First
Washington LP") and each of the directly or indirectly wholly-owned
subsidiaries of First Washington and First Washington LP.
2.2 Real Estate Purchase Agreement, dated as of September 27, 2000, by and
among First Washington, First Washington LP, and certain of their direct
and indirect subsidiaries, and USRP I, LLC.
2.3 Agreement and Plan of Merger, dated as of September 27, 2000, by and among
USRP GP, LLC, U.S. Retail Partners Limited Partnership, First Washington
and First Washington LP.
2.4 Limited Partnership Interest Purchase and Sale Agreement, dated as of
September 27, 2000, by and between First Washington and USRP LP, LLC.
99.1 Press Release of First Washington Realty Trust, Inc., dated September 28,
2000.
