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) April 30, 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 1.01 | Entry Into A Material Definitive Agreement. |
The response set forth below under Item 8.01 is incorporated by reference herein.
| Item 8.01 | Other Events. |
On April 30, 2009, Washington Real Estate Investment Trust (“WRIT”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., and Raymond James & Associates, Inc. as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the offer and sale of 5,000,000 of WRIT’s common shares of beneficial interest (the “Shares”). In addition to the Shares, WRIT granted the Underwriters an over-allotment option to purchase up to an additional 750,000 shares.
WRIT and the Underwriters intend to consummate the sale and purchase of the Shares pursuant to the Underwriting Agreement on May 5, 2009.
The Shares are described in WRIT’s prospectus supplement dated April 30, 2009 (the “Prospectus Supplement”), which supplements WRIT’s prospectus dated August 28, 2008 filed with the Securities and Exchange Commission (the “SEC”) pursuant to a Registration Statement on Form S-3 (File No. 333-136921), filed with the SEC (the “Registration Statement”). The Prospectus Supplement was filed with the SEC on April 30, 2009, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
In connection with the offering of the Shares, WRIT is filing certain exhibits as part of this Form 8-K that are incorporated by reference in their entirety in the Registration Statement.
| 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 | Underwriting Agreement, dated April 30, 2009, by and among Washington Real Estate Investment Trust and Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., and Raymond James & Associates, Inc. as representatives of the several underwriters, in connection with the offer and sale of up to 5,750,000 common shares of beneficial interest. | |
| 5.1 | Opinion of Arent Fox LLP in connection with the Shares. | |
| 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 | ||
| By: | /s/ Laura M. Franklin | |
| Laura M. Franklin | ||
| Executive Vice President Accounting, Administration and Corporate Secretary | ||
April 30, 2009
Exhibit Index
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated April 30, 2009, by and among Washington Real Estate Investment Trust and Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., and Raymond James & Associates, Inc. as representatives of the several underwriters, in connection with the offer and sale of up to 5,750,000 common shares of beneficial interest. | |
| 5.1 | Opinion of Arent Fox LLP in connection with the Shares. | |
| 23.1 | Consent of Arent Fox LLP (included in Exhibit 5.1). | |