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) October 6, 2005
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October 6, 2005, Washington Real Estate Investment Trust (“WRIT”) completed the re-opening of its series of 5.35% senior unsecured notes due May 1, 2015, originally issued on April 26, 2005, and the sale of an additional $100,000,000 aggregate principal amount of its 5.35% senior unsecured notes due May 1, 2015, at a price of 98.942% of their principal amount (the “Notes”). The sale of the Notes were pursuant to an Underwriting Agreement and Terms Agreement, each dated October 3, 2005, between WRIT, Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC. Upon the closing of the additional issuance, $150,000,000 aggregate principal amount of WRIT’s 5.35% senior unsecured notes due May 1, 2015 were outstanding.
The Notes were issued on October 6, 2005 pursuant to a Registration Statement on Form S-3 (No. 333-114410), filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2004, and declared effective on April 29, 2004. A Prospectus Supplement dated October 3, 2005 relating to the Notes (the “Prospectus Supplement”) and supplementing the Prospectus dated April 29, 2004 (the “Prospectus”) was filed with the SEC on October 4, 2005 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
Interest on the Notes is payable semiannually in arrears on May 1 and November 1 of each year, beginning November 1, 2005. Interest on the Notes will accrue from April 26, 2005. The Notes will rank equally with all other unsecured senior indebtedness of WRIT. The Notes may be redeemed in whole or in part at any time before maturity at the redemption prices described in the Prospectus Supplement and will not be subject to any sinking fund. Descriptions of the terms of the Notes are included under the caption “Description of the Notes” in the Prospectus Supplement and under the caption “Description of Debt Securities” in the Prospectus. The form of the Notes and the Officers’ Certificate establishing the terms of the Notes are attached to this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits |
The following exhibits are filed with this report on Form 8-K:
| Exhibit No. |
Description | |
| 4.1 | Form of 5.35% Senior Notes due May 1, 2015 | |
| 4.2 | Officers’ Certificate establishing the terms of the Notes, dated October 3, 2005 | |
| 5.1 | Opinion of Arent Fox PLLC | |
| 23.1 | Consent of Arent Fox PLLC (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/ Sara Grootwassink | |
| (Signature) | ||
| Sara Grootwassink | ||
| Chief Financial Officer | ||
October 6, 2005
Exhibit Index
| Exhibit Number |
Description | |
| 4.1 | Form of 5.35% Senior Notes due May 1, 2015 | |
| 4.2 | Officers’ Certificate establishing the terms of the Notes, dated October 3, 2005 | |
| 5.1 | Opinion of Arent Fox PLLC | |
| 23.1 | Consent of Arent Fox PLLC (included in Exhibit 5.1) | |