As filed with the Securities and Exchange Commission on March 17,1998
Registration No.
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
Washington Real Estate Investment Trust
(Exact name of Registrant as specified in its charter)
Maryland 53-0261100
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
Larry E. Finger
10400 Connecticut Avenue Senior Vice President and
Kensington, Maryland Chief Financial Officer
(301) 929-5900 10400 Connecticut Avenue
Kensington, Maryland
(Address and telephone number of Registrant's (301) 929-5900
principal executive offices) (Name, address and telephone
number of agent for service)
Washington Real Estate Investment Trust Share Grant Plan
and Washington Real Estate Investment Trust Stock Option Plan for Trustees
(Full Title of the Plan)
____________________
The Commission is requested to send copies of all communications to:
Jeffrey E. Jordan, Esq.
Arent Fox Kintner Plotkin & Kahn, PLLC
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5339
____________________
CALCULATION OF REGISTRATION FEE
Title of securities to Amount to Proposed maximum Proposed maximum Amount of
be registered be registered offering price per share(1) aggregate offering price(1) registration fee
- --------------------------------------------------------------------------------------------------------------------------
Common Shares 1,715,241.5 $16.84375 $28,891,099.02 $8,523
of Beneficial
Interest, par
value $.01
(1) Pursuant to Rule 457(h)(1), based on the average of the high and low
prices reported in the consolidated reporting system as of March 11,
1998, which is within five business days prior to the date of the filing
of this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in a Section 10(a)
prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 (as amended). June 30, 1997 and September 30, 1997.
3. The Registrant's Current Report on Form 8-K dated October 31, 1997.
4. The Registrant's Current Report on Form 8-K dated November 21, 1997.
5. The Registrant's Current Report on Form 8-K dated May 31, 1996, as
amended by Amendment No. 1 dated July 25, 1996.
6. The Registrant's Proxy Statement dated April 22, 1996.
7. The Registrant's Form 8-B dated July 10, 1996.
8. All other reports filed pursuant to Section 13(a) and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
fiscal year ended December 31, 1996.
9. Registrant's Form 8-A Registration Statement filed pursuant to
Section 12 of the Exchange Act, containing a description of the Registrant's
shares of beneficial interest ("Shares"), including any amendment or report
filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
David M. Osnos, a trustee of the Registrant, is a member in the firm of
Arent Fox Kintner Plotkin & Kahn, PLLC.
Item 6. Indemnification of Directors and Officers
The Registrant's Declaration of Trust dated April 5, 1996 provides that
no Trustee or officer of the Registrant shall be personally liable, in tort,
contract or otherwise, in connection with the Registrant's property or the
affairs of the Registrant, or on account of his own acts or omissions to the
Registrant, or to any shareholder, Trustee, officer or agent thereof except
for (1) to the extent that it is proved that such Trustee, officer, actually
received an improper benefit or profit in money, property, or services, in
which case any such liability shall not exceed the amount of the benefit or
profit in money, property or services actually received; or (2) to the extent
that a judgment or other final adjudication adverse to such Trustee or
officer is entering in a proceeding based on a finding in the proceeding that
such Trustee's or officer's action or failure to act was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated
in the proceeding. All persons shall look solely to the Registrant's
property for satisfaction of the claims of any nature in connection with the
affairs of the Registrant. The Registrant's Declaration of Trust further
provides for the indemnification of the Registrant's Trustees and officers to
the fullest extent permitted by Section 2-418 of the Maryland General
Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
See Exhibit Index on page 8.
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registrant Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, will submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kensington, State of Maryland, on the 16 day of
March, 1998.
WASHINGTON REAL ESTATE INVESTMENT TRUST
By: /s/ Edmund B. Cronin, Jr.
-------------------------------
Edmund B. Cronin, Jr.
President and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Edmund B. Cronin, Jr. and Larry E. Finger, and
each of them his true and lawful attorney-in-fact and agent with power of
substitution and resubstitution, for him, and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post
effective amendments) to this Registration Statement on Form S-8, and to file
the same, with all exhibits thereto, and all documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done to comply with the
provisions of the Securities Act and all requirements of the Commission,
hereby ratifying and confirming all that said attorney-in-fact or any of
them, or their or his or her substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the date indicated:
Signatures Title Date
/s/ Authur A. Birney Chairman of the March 16, 1998
________________________ Trustees
Arthur A. Birney
/s/ William N. Cafritz Trustee March 16, 1998
________________________
William N. Cafritz
/s/ Edmund B. Cronin, Jr. Trustee, President March 16, 1998
________________________ and Chief Executive
Edmund B. Cronin, Jr. Officer
/s/ John M. Derrick, Jr. Trustee March 16, 1998
________________________
John M. Derrick, Jr.
/s/ Benjamin J. Dorsey Trustee March 16, 1998
________________________
Benjamin H. Dorsey
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Signatures Title Date
/s/ Larry E. Finger Senior Vice President March 16, 1998
________________________ and Chief Financial
Larry E. Finger Officer (Principal
Accounting Officer)
/s/ David M. Osnos Trustee March 16, 1998
________________________
David M. Osnos
/s/ Stanley P. Snyder Trustee March 16, 1998
________________________
Stanley P. Snyder
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EXHIBIT INDEX
Exhibit Page
- ------- ----
4. Instruments defining the rights of security holders
(a) Washington Real Estate Investment Trust Share Grant Plan ..... 9
(b) Washington Real Estate Investment Trust Stock Option Plan
for Trustees................................................... 18
5. Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC
re: validity of securities registered ............................... 22
23. Consents of experts and counsel
(a) Consent of Arthur Andersen LLP ................................. 24
(b) Consent of Price Waterhouse LLP ................................ 25
(c) Consent of Stoy, Malone & Company, P.C. ........................ 26
(d) Consent of McGladrey & Pullen, LLP ............................ 27
(e) Consent of Arent Fox Kintner Plotkin & Kahn, PLLC (counsel):
included in Exhibit 5
24. Power of Attorney: included on signature page
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