SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-B FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Washington Real Estate Investment Trust - -------------------------------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Maryland 53-0261100 - -------------------------------------------------------------------------------- ---------------------- State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 10400 Connecticut Avenue, Kensington, Maryland 20895 - -------------------------------------------------------------------------------- ----------------------- (Address of Principal Executive Offices) (Zip Code)
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 ------------------- ------------------------------ Shares of beneficial interests American Stock Exchange, Inc. - --------------------------------------------- ------------------------------------ - --------------------------------------------- ------------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None - -------------------------------------------------------------------------------- (Title of Class) - -------------------------------------------------------------------------------- (Title of Class) ITEM 1. GENERAL INFORMATION. (a) Washington Real Estate Investment Trust was organized on April 5, 1996 under the laws of Maryland as a business trust ("WRIT"). WRIT's Declaration of Trust was received and approved for record by the Maryland Department of Assessment and Taxation on May 22, 1996. (b) WRIT's fiscal year ends on December 31st. ITEM 2. TRANSACTION OF SUCCESSION. (a) The sole predecessor of WRIT was Washington Real Estate Investment Trust, a District of Columbia business trust ("Old WRIT"). Old WRIT's shares of beneficial interest were registered pursuant to Section 12(b) of the Act prior to the merger of Old WRIT into WRIT. (b) WRIT was organized to effect a change in domicile of Old WRIT from the District of Columbia to Maryland. WRIT was initially formed as a wholly owned subsidiary of Old WRIT. Following the approval of the shareholders of Old WRIT, Old WRIT merged into WRIT, and WRIT survived the merger and succeeded to all of the business, properties, assets and liabilities of Old WRIT. Each Old WRIT share issued and outstanding immediately prior to the effective date of the merger was converted into one share of WRIT. On the effective date, certificates which immediately prior to the merger represented shares of Old WRIT were deemed for all purposes to represent the same number of shares of WRIT. It will not be necessary for shareholders to exchange Old WRIT certificates for WRIT certificates. ITEM 3. SECURITIES TO BE REGISTERED. WRIT is authorized to issue 100,000,000 shares of beneficial interest, par value $.01 per share, all of the same class. Immediately following the merger, WRIT had 31,751,734 shares issued and outstanding. No shares are presently issued and held by or for the account of WRIT. ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. WRIT is authorized to issue 100,000,000 shares of beneficial interest, par value $.01 per share, all of the same class (the "Shares"). The Shares do not have preference, conversion, exchange, preemptive, cumulative voting or redemption rights. Holders of Shares are entitled to one vote per Share, to participate pro rata in distributions as may be declared by the Trustees and, upon liquidation of WRIT, to receive their pro rata share of the assets after payment of the liabilities and expenses of WRIT. Reference is made to the Proxy Statement dated April 22, 1996 filed by Old WRIT with the Securities and Exchange Commission and a copy of which is attached as an exhibit -2- hereto for a further description of the rights of WRIT shareholders. The sections of such Proxy Statement entitled "The Board of Trustees and Management -- The Board of Trustees" and "Proposal to Change the Trust's State of Organization -- Comparison of Certain Declaration of Trust and By-Law Provisions and of Certain Provisions of Maryland REIT Law and District of Columbia Law" are incorporated herein by reference. ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements - Not Applicable (b) Exhibits 1. Agreement and Articles of Merger dated June 20, 1996 between WRIT and Old WRIT. 2. Proxy Statement dated April 22, 1996. 3. Declaration of Trust dated April 5, 1996. 4. By-Laws dated April 5, 1996. 5. All other required exhibits are incorporated herein by reference to the exhibits of the same designation filed as an exhibit to Old WRIT's Annual Report on Form 10-K for the year ended December 31, 1995. -3- 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, thereto duly authorized. Washington Real Estate Investment Trust ----------------------------------------- (Registrant) Date: July 10, 1996 By:/s/ Larry E. Finger ------------------------------ ----------------------------------------- Name: Larry E. Finger, Title: Senior Vice President Finance and Chief Financial Officer -4- EXHIBIT INDEX 1. Agreement and Articles of Merger dated June 20, 1996 between WRIT and Old WRIT. 2. Proxy Statement dated April 22, 1996. 3. Declaration of Trust dated April 5, 1996. 4. By-Laws dated April 5, 1996.