SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) August 13, 2009
WASHINGTON REAL ESTATE INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
| Maryland | 1-6622 | 53-0261100 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
| 6110 Executive Boulevard, Suite 800, Rockville, Maryland |
20852 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (301) 984-9400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On August 28, 2008, Washington Real Estate Investment Trust (“WRIT”) entered into a Sales Agency Financing Agreement (“Agreement”) with BNY Mellon Capital Markets, LLC (“BNYMCM”). Subsequent to entering into the Agreement, WRIT replaced its expiring shelf registration statement on Form S-3 (File No. 333-136921) by filing a new shelf registration statement on Form S-3 (File No. 333-160664). On August 13, 2009, WRIT and BNYMCM executed Amendment No. 1 to the Agreement, which is effective as of August 3, 2009, to reflect the filing of the new registration statement, a new prospectus dated July 17, 2009 and a new prospectus supplement dated August 3, 2009.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed with this report on Form 8-K:
| Exhibit No. |
Description | |
| 1.1 | Sales Agency Financing Agreement dated August 28, 2008 between WRIT and BNY Mellon Capital Markets, LLC. | |
| 1.2 | Amendment No. 1 to Sales Agency Financing Agreement dated August 13, 2009. | |
| 5.1 | Opinion of Arent Fox LLP. | |
| 23.1 | Consent of Arent Fox LLP (included in Exhibit 5.1). | |
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.
| WASHINGTON REAL ESTATE INVESTMENT TRUST | ||
| (Registrant) | ||
| By: | /s/ Laura M. Franklin | |
| Laura M. Franklin | ||
| Executive Vice President Accounting, Administration and Corporate Secretary | ||
August 13, 2009
Exhibit Index
| Exhibit No. |
Description | |
| 1.1 | Sales Agency Financing Agreement dated August 28, 2008 between WRIT and BNY Mellon Capital Markets, LLC. | |
| 1.2 | Amendment No. 1 to Sales Agency Financing Agreement dated August 13, 2009. | |
| 5.1 | Opinion of Arent Fox LLP. | |
| 23.1 | Consent of Arent Fox LLP (included in Exhibit 5.1). | |