1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934.
FOR QUARTER ENDED June 30, 1996 COMMISSION FILE NO. 1-6622
------------------- ---------
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) (IRS Employer Identification Number)
10400 CONNECTICUT AVENUE, KENSINGTON, MARYLAND 20895
- -----------------------------------------------------------------------------
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code (301) 929-5900
-----------------
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the close of the period covered by this report.
SHARES OF BENEFICIAL INTEREST 31,751,734
- ------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or such shorter period that the
Registrant was required to file such report) and (2) has been subject to such
filing requirements for the past ninety (90) days.
YES X NO
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WASHINGTON REAL ESTATE INVESTMENT TRUST
INDEX
Page
----
Part I: Financial Information
---------------------
Item l. Financial Statements
Balance Sheets 3
Statements of Income 4
Statements of Cash Flows 5
Statement of Changes in Shareholders' Equity 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis 10
Part II: Other Information
-----------------
Item l. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Part I
FINANCIAL INFORMATION
The information furnished in the accompanying Balance Sheets, Statements of
Income, Statements of Cash Flows and Statement of Changes in Shareholders'
Equity reflect all adjustments, consisting of normal recurring items, which
are, in the opinion of management, necessary for a fair presentation of the
financial position, results of operations and of cash flows for the interim
periods. The accompanying financial statements and notes thereto should be
read in conjunction with the financial statements and notes for the three years
ended December 31, 1995 included in the Trust's 1995 Form 10-K Report filed
with the Securities and Exchange Commission.
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PART I
ITEM I. FINANCIAL STATEMENTS
WASHINGTON REAL ESTATE INVESTMENT TRUST
BALANCE SHEETS
(Unaudited)
June 30 December 31,
(In Thousands) 1996 1995
------------- ------------
Assets
Real estate at cost $316,069 $272,597
Accumulated depreciation (44,283) (41,022)
------------- ------------
271,786 231,575
Mortgage note receivable 800 800
------------- ------------
Total investment in real estate 272,586 232,375
Cash and temporary investments 1,512 3,532
Rents and other receivables, net of allowance for doubtful
accounts of $672,011 and $517,934, respectively 2,364 2,308
Prepaid expenses and other assets 3,535 3,569
------------- ------------
$279,997 $241,784
============= ============
Liabilities
Accounts payable and other liabilities $3,892 $3,033
Tenant security deposits 2,235 1,828
Advance rents 1,644 1,482
Mortgage note payable 7,649 7,706
Lines of credit payable 67,000 28,000
------------- ------------
82,420 42,049
------------- ------------
Shareholders' Equity
Shares of beneficial interest, no par value -- 184,416
Shares of beneficial interest: $.01 par value;
100,000,000 shares authorized: 31,751,734 shares
issued and outstanding 318 --
Additional Paid-in capital 181,940 --
Undistributed gains on real estate dispositions 15,319 15,319
------------- ------------
197,577 199,735
------------- ------------
$279,997 $241,784
============= ============
See accompanying notes to financial statements
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WASHINGTON REAL ESTATE INVESTMENT TRUST
STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended June 30, Six Months Ended June 30,
(In Thousands, except per share amounts) 1996 1995 1996 1995
----------- ----------- ------------ -----------
Real estate rental revenue $15,830 $12,828 $30,511 $25,292
Real estate expenses (5,228) (4,175) (10,142) (8,178)
----------- ----------- ------------ -----------
10,602 8,653 20,369 17,114
Depreciation (1,733) (1,123) (3,261) (2,198)
----------- ----------- ------------ -----------
Income from real estate 8,869 7,530 17,108 14,916
Other income 113 94 234 196
Interest expense (989) (642) (1,643) (1,174)
General and administrative (910) (784) (1,664) (1,580)
----------- ----------- ------------ -----------
Net Income $7,083 $6,198 $14,035 $12,358
=========== =========== ============ ===========
Per share information based on
the weighted average number
of shares outstanding
Shares 31,752 28,243 31,752 28,243
Net income $0.22 $0.22 $0.44 $0.44
=========== =========== ============ ===========
Dividends paid $0.26 $0.25 $0.51 $0.49
=========== =========== ============ ===========
See accompanying notes to financial statements
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WASHINGTON REAL ESTATE INVESTMENT TRUST
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
(In Thousands) 1996 1995
---------- ----------
Cash Flow From Operating Activities
Net income $14,035 $12,358
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation 3,261 2,198
Changes in other assets (23) 714
Changes in other liabilities 1,429 569
---------- ----------
Net cash provided by operating activities 18,702 15,839
---------- ----------
Cash Flow From Investing Activities
Capital improvements to real estate (4,286) (4,693)
Real estate acquisitions (39,186) (23,346)
Maturities and sales of marketable investment securities 16,131 7,786
Purchases of marketable investment securities (16,131) (7,786)
---------- ----------
Net cash used in investing activities (43,472) (28,039)
---------- ----------
Cash Flow From Financing Activities
Dividends paid (16,193) (13,839)
Borrowings - Line of credit 39,000 25,000
Principal payments - Mortgage note payable (57) -
---------- ----------
Net cash provided by financing activities 22,750 11,161
---------- ----------
Net decrease in cash and temporary investments (2,020) (1,039)
Cash and temporary investments at beginning of year 3,532 2,736
---------- ----------
Cash and temporary investments at end of period $1,512 $1,697
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the first six months for interest $1,465 $1,273
========== ==========
Cash paid during the first six months for real estate $908 $829
========== ==========
See accompanying notes to financial statements
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WASHINGTON REAL ESTATE INVESTMENT TRUST
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(Unaudited)
Shares of Beneficial
Interest Outstanding
(In thousands) Shares Amount
--------------------- ------------
Balance, December 31, 1995 31,752 $184,416
Net income 14,035
Dividends (16,193)
----------- -----------
Balance, June 30, 1996 31,752 $182,258
=========== ===========
See accompanying notes to financial statements
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WASHINGTON REAL ESTATE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
June 30, 1996 (Unaudited)
NOTE A: NATURE OF BUSINESS
Washington Real Estate Investment Trust (WRIT or the Trust) is a
self-administered qualified equity real estate investment trust. The Trust's
business consists of the ownership of income-producing real estate properties
principally in the Greater Washington-Baltimore Region. The Trust has a
fundamental strategy of regional focus, diversified property type ownership and
conservative financial management.
Washington Real Estate Investment Trust (WRIT) operates in a manner intended to
enable it to qualify as a real estate investment trust under the Internal
Revenue Code (the "Code"). In accordance with the Code, a trust which
distributes its capital gains and at least 95% of its taxable income to its
shareholders each year, and which meets certain other conditions, will not be
taxed on that portion of its taxable income which is distributed to its
shareholders. Accordingly, no provision for Federal income taxes is required.
NOTE B: ACCOUNTING POLICIES
Residential properties are leased under operating leases with terms of
generally one year or less, and commercial properties are leased under
operating leases with average terms of three years. WRIT recognizes rental
income from its residential and commercial leases when earned, which is not
materially different than revenue recognition on a straight-line basis.
Buildings are depreciated on a straight-line basis over estimated useful lives
not exceeding 50 years. Effective January 1, 1995, WRIT revised its estimate
of useful lives for capital improvements to real estate. All capital
improvement expenditures associated with replacements, improvements, or major
repairs to real property are depreciated using the straight-line method over
their estimated useful lives ranging from three to 20 years. All tenant
improvements are amortized using the straight-line method over five years or
the term of the lease if it differs significantly from five years. Capital
improvements placed in service prior to January 1, 1995 will continue to be
depreciated on a straight-line basis over their previously estimated useful
lives not exceeding 30 years. Maintenance and repair costs are charged to
expense as incurred.
Cash and temporary investments, mortgage note receivable, rents and other
receivables, prepaid expenses and other assets, accounts payable and other
liabilities, tenant security deposits, advance rents, mortgage note payable and
lines of credit payable are carried at historical cost, which reasonably
approximate their fair values. Cash and temporary investments include
investments readily convertible to known amounts of cash, generally with
original maturities of 90 days or less.
Disclosure about the fair value of financial instruments is based on
information available to WRIT as of June 30, 1996. Although WRIT is not aware
of any factors that would significantly affect the reasonable fair value
amounts, such amounts have not been comprehensively revalued for purposes of
these financial statements, and current estimates of fair value may differ from
the carrying amounts.
Certain general and administrative expenses for the quarter and six months
ended June 30, 1995 have been reclassified as real estate expenses to conform
to the current period presentation. This reclassification results from the
allocation of a portion of WRIT's accounting, leasing and audit expenses
directly attributable to the properties. These costs were previously reported
as corporate general and administrative expenses.
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WASHINGTON REAL ESTATE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
June 30, 1996 (Unaudited)
NOTE B: ACCOUNTING POLICIES (continued)
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE C: REAL ESTATE INVESTMENTS
WRIT's real estate investment portfolio, at cost, consists of properties
located in Maryland, Washington, D.C., Virginia and Delaware as follows:
June 30,1996
(in thousands)
--------------
Office buildings $159,745
Apartment buildings 38,381
Shopping centers 82,642
Industrial distribution centers 35,301
-------------
$316,069
=============
Properties acquired by WRIT during the first half of 1996 are as follows:
Acquisition Rentable Square Acquisition Cost
Date Property Type Feet / units (in thousands)
- -------------- ------------------------------ ----------- ---------------- -----------------
3/13/96 Walker House Apartments Apartments 225,000 / 196 $10,782
5/17/96 Maryland Trade Center I and II Office 349,800 $28,388
NOTE D: MORTGAGE NOTE PAYABLE
On August 22, 1995, WRIT assumed a $7.8 million mortgage note payable as
partial consideration for its acquisition of Frederick County Square. The
mortgage bears interest at 9%. Principal and interest are payable monthly
until January 1, 2003 at which time all unpaid principal and interest are
payable in full. Annual maturities of principal as of June 30, 1996 are
$122,000, $134,000, $146,000, $160,000, $175,000 and $6,912,000 thereafter.
NOTE E: LINES OF CREDIT PAYABLE
On May 17, 1996 WRIT borrowed $28 million under its $50 million unsecured
credit commitment for the acquisition of Maryland Trade Center I and II. The
$28 million advance bears interest at the rate of 6.06% until October 15, 1996
at which time the interest rate will adjust as described below. On March 13,
1996 WRIT borrowed $11 million under this commitment for the acquisition of
Walker House Apartments. The $11 million advance bears interest at the
rate of 5.78% until July 11, 1996 at which time the interest rate will adjust
as described below. On December 21, 1995 WRIT borrowed $3 million under this
commitment for the acquisition of Crossroads Distribution Center. The $3
million advance bears interest at the rate of 6.15% until July 18, 1996 at
which time it will adjust. Interest only is payable monthly, in arrears, on
the unpaid principal balance. All unpaid interest and principal are due July
25, 1997, and can be prepaid prior to this date without any prepayment fee or
yield maintenance obligation. Any new advances and interest rate adjustments
upon the expiration of WRIT's interest lock-in dates will bear interest at
LIBOR plus a spread based on WRIT's interest coverage ratio. Based on WRIT's
current interest coverage ratio, this spread is 50
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WASHINGTON REAL ESTATE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
June 30, 1996 (Unaudited)
NOTE E: LINES OF CREDIT PAYABLE (continued)
basis points over LIBOR. This credit agreement provides WRIT the option to
convert any advances, or portions thereof, into a term loan at any time after
January 27, 1996, and prior to July 25, 1997. The principal amount of each
term loan, if any, shall be repaid on July 27, 1999. Such term loan(s) may be
prepaid subject to a prepayment fee.
The $50 million credit commitment requires WRIT to pay the lender an unused
commitment fee at the rate of 0.15% per annum on the amount by which $50
million exceeds the balance of outstanding advances and term loans. This fee
is payable quarterly in arrears beginning October 1995 until July 25, 1997.
This commitment also contains certain covenants which WRIT is required to meet
periodically.
WRIT has two outstanding advances from 1995 on its other $25 million unsecured
credit commitment. These two advances total $25 million with a weighted
average interest rate of 6.08% maturing on July 29, 1996 and August 12, 1996,
respectively, at which time they will adjust. Interest only is payable
monthly, in arrears, on the unpaid principal balance. All new advances and
interest rate adjustments upon the expiration of WRIT's interest lock-in dates
will bear interest at LIBOR plus a spread based on WRIT's debt service coverage
ratio. Based on WRIT's current debt service coverage ratio, this spread is 30
basis points over LIBOR. All unpaid interest and principal can be prepaid
prior to the expiration of WRIT's interest rate lock-in periods, subject to a
yield maintenance obligation, and all unpaid principal and interest are due
January 31, 1999.
This $25 million credit commitment requires WRIT to pay the lender an unused
commitment fee at the rate of 0.15% per annum in the first year, and 0.20% per
annum thereafter on the amount that the $25 million commitment exceeds the
balance of outstanding advances and term loans. This fee is payable monthly
beginning March, 1995 until January, 1999. This commitment also contains
certain financial and legal covenants which WRIT is required to meet
periodically.
As of June 30, 1996 there were advances outstanding on the above credit
facilities in the amount of $67 million.
NOTE F: ENVIRONMENTAL MATTERS
In the second quarter of 1996, WRIT received the results of tests for asbestos
performed at 29 of its properties built before 1981 which had no previous
and/or current environmental studies performed. Asbestos containing materials
were identified for removal at 11 properties for an estimated cost of $295,000.
WRIT estimates these corrections to be completed by the first quarter of 1997.
NOTE G: SUBSEQUENT EVENTS
On July 11, 1996 the initial interest rate of 5.78% expired for the $11 million
outstanding advance on WRIT's $50 million unsecured credit commitment. The new
rate of 6.25% is effective until November 8, 1996. On July 18, 1996, the
initial interest rate of 6.15% expired for the $3 million outstanding advance
on WRIT's $50 million unsecured credit commitment. The new rate of 6.06% is
effective until September 20, 1996. On July 29, 1996 the initial interest rate
of 6.11% expired for the $18 million outstanding advance on WRIT's $25 million
unsecured credit commitment. The new rate of 5.74% is effective until August
28, 1996. On August 12, 1996 the initial interest rate of 5.99% will expire
for the $7 million outstanding advance on WRIT's $25 million unsecured credit
commitment. The new rate of 5.55% will be effective until August 19, 1996.
On August 8, 1996 WRIT entered into an underwriting agreement to sell
$50 million in 7.125% 7-year unsecured notes due August 13, 2003, and $50
million in 7.25% unsecured 10-year notes due August 13, 2006. WRIT
anticipates the closing date to be on or about August 13, 1996. The 7-year
notes were sold at 99.107% of par and the 10-year notes were sold at
98.166% of par. Net proceeds to the trust after deducting underwriting
expenses are expected to be $97.7 million. The notes are rated BBB+ by
Standard & Poor's, and Baa1 by Moody's Investors Service. WRIT intends to use
the proceeds of these notes to pay down its Lines of Credit and to finance
acquisitions and capital improvements to its properties.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS - Six Months Ended June 30, 1996 Compared to Six Months
Ended June 30, 1995
REAL ESTATE RENTAL REVENUE:
For the six months ended June 30, 1996, revenues increased $5.2 million to
$30.5 million from $25.3 million in the first six months of 1995.
For the first half of 1996, WRIT's office building group had increases of 23.1%
in revenues and 23.4% in operating income as compared to the first half of
1995. These increases were due primarily to the acquisitions of the 1220 19th
Street office building in November 1995 and the Maryland Trade Center I and II
office buildings in May 1996 and increases in occupancy at the 1901
Pennsylvania Avenue office building. Comparing those office buildings owned by
WRIT for the entire first half of 1995 to their same results in the first half
of 1996, revenue and operating income remained unchanged.
For the first half of 1996, WRIT's apartment group had increases of 12.5% in
revenues and 10.4% in operating income as compared to the first half of 1995.
These increases were due primarily to the acquisition of Walker House
Apartments in March 1996 and increased rental rates at 3801 Connecticut Avenue
partially offset by increases in utility and snow removal expense due to the
unusually severe weather in the first quarter of 1996. Comparing those
apartment buildings owned by WRIT for the entire first half of 1995 to their
same results in the first half of 1996, revenue increased 1.5% and operating
income increased .8%. The increases in revenues and operating income were due
primarily to an average rental rate increase of 2.5%.
For the first half of 1996, WRIT's shopping center group had increases of 19.9%
in revenues and 14.8% in operating income as compared to the first half of
1995. These increases were due primarily to the 1995 repositioning of Chevy
Chase Metro Plaza and the acquisition of Frederick County Square in August
1995, offset partially by increased snow removal expense in the first quarter
of 1996. Comparing those shopping centers owned by WRIT for the entire first
half of 1995 to their same results in the first half of 1996, revenue increased
4.8% and operating income increased 1.9%. This 1.9% increase is primarily
attributable to the repositioning of Chevy Chase Metro Plaza and increased
common area maintenance recoveries resulting from increased snow removal
expense in the first quarter of 1996.
For the first half of 1996, WRIT's industrial distribution center group had
increases of 19.9% in revenues and 14.8% in operating income as compared to the
first half of 1995. This was due primarily to the acquisition in May 1995 of
Tech 100 Industrial Park and the acquisition in December 1995 of Crossroads
Distribution Center. Comparing those industrial distribution centers owned by
WRIT for the entire first half of 1995 to their same results in the first half
of 1996, revenue increased 7.5% and operating income increased 7.7%. These
increases are primarily due to increased rental rates and occupancy levels.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OPERATING EXPENSES AND OTHER RESULTS OF OPERATIONS
Real estate operating expenses as a percentage of revenue was 33.2% for the
first half of 1996 as compared to 32.3% for the first half of 1995. This
increase is primarily attributable to the increase in snow removal and utility
expenses caused by the unusually severe weather in the first quarter of 1996.
Other income increased as compared to the first half of 1995 due to investment
earnings in the first half of 1996 on the $3.4 million remaining net proceeds
from the sale of 3,500,000 shares of beneficial interest in July 1995.
Total interest expense was $1.64 million for the first half of 1996 as compared
to $1.17 million for the first half of 1995. For the first half of 1996, lines
of credit interest expense of $1.30 million was attributable to advances for
1995 and 1996 acquisitions and mortgage interest expense of $345,800 was
attributable to the mortgage note payable assumed in August 1995 for the
acquisition of Frederick County Square. For the first half of 1995, interest
expense of $1.17 million was attributable to advances on the lines of credit
for both 1994 and 1995 acquisitions.
General and administrative expenses increased $80,000 to $1.66 million as
compared to $1.58 million for the first half of 1995. The increase for the
first half of 1996 as compared to the first half of 1995 is primarily
attributable to the incentive compensation plan adopted in 1996 and charged to
operations in the second quarter of 1996 and personnel additions in 1995 and
1996. This increase was partially offset by the net decrease in personnel
expenses due to the completion of severance pay in June, 1995 to WRIT's former
Chairman and Chief Executive Officer, B. Franklin Kahn, who retired in March,
1995. General and administrative expenses as a percentage of revenue decreased
to 5.5% in the first half of 1996 from 6.2% in the first half of 1995.
CAPITAL RESOURCES AND LIQUIDITY
WRIT has utilized the proceeds of share offerings, long-term fixed interest
rate debt, bank lines of credit and cash flow from operations for its capital
needs. External sources of capital will continue to be available to WRIT from
its existing unsecured credit commitments and management believes that
additional sources of capital are available from selling additional shares
and/or the sale of long-term senior notes. The funds raised would be used to
pay off any outstanding advances on the lines of credit, and for new
acquisitions and capital improvements.
Net cash provided by operating activities totalled $18.7 million for the first
half of 1996, as a result of net income of $14 million, depreciation of $3.3
million and increases in liabilities (other than mortgage note and lines of
credit payable) of $1.4 million. The majority of these increases were due to a
larger property portfolio.
Net cash used in investing activities for the first half of 1996 was $43.5
million including property acquisitions of $39.2 million and capital
improvements to real estate of $4.3 million
Net cash provided by financing activities for the first half of 1996 was $22.7
million, including line of credit borrowings of $39 million, offset by
principal repayments of $57,000 on the mortgage note payable and $16.2 million
in dividends paid. Rental revenue has been the principal source of funds to
pay WRIT's operating expenses, interest expense and dividends to shareholders.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY (continued)
WRIT has unsecured lines of credit with commercial banks for up to $75 million
which bear interest at an adjustable spread over LIBOR based on the Trust's
interest coverage ratio. As of June 30,1996, WRIT had $67 million of
borrowings outstanding under its lines of credit with a weighted average
interest rate of 6.0%, and $8 million available for future advances. The $67
million of borrowings were used for the acquisitions of three properties in
1995 and three properties in 1996: the acquisition of Walker House Apartments,
a 196 unit 8 story apartment building located in Gaithersburg, Maryland on
March 13, 1996, for an acquisition cost of $10.8 million and the acquisition of
Maryland Trade Center I and II, office buildings containing approximately
350,000 rentable square feet located in Greenbelt, Maryland on May 17, 1996,
for an acquisition price of $28 million. Line of credit maturities range from
August 28, 1996 to January 31, 1999.
Management believes that it has the liquidity and the capital resources
necessary to meet all of its known obligations and to make additional property
acquisitions and capital improvements when appropriate to enhance long-term
growth.
Historically WRIT has acquired 100% ownership in property. However, in 1995
WRIT formed a subsidiary partnership, WRIT Limited Partnership, in which WRIT
currently owns 99.9% of the partnership interest. As of June 30, 1996, WRIT
Limited Partnership has acquired five properties for cash contributed by WRIT.
WRIT intends to use WRIT Limited Partnership to offer property owners an
opportunity to contribute properties in exchange for WRIT Limited Partnership
units. Such a transaction will enable property owners to diversify their
holdings and to obtain a tax deferred contribution for WRIT Limited Partnership
units rather than make a taxable cash sale. To date, no such transactions have
occurred. WRIT believes that WRIT Limited Partnership will provide WRIT an
opportunity to acquire real estate assets which might not otherwise have been
offered to it.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
At WRIT's Annual Meeting of the Shareholders on June 20, 1996, the
following members were elected to the board of Trustees for a term of
three years:
Affirmative Negative
Votes Votes
-------------- ----------
William N. Cafritz 26,736,864 432,047
Stanley P. Snyder 26,738,454 430,457
Trustees whose term of office as a Trustee continued after the meeting
were Arthur A. Birney, B. Franklin Kahn, Edmund B. Cronin, Jr., David
M. Osnos, and Benjamin H. Dorsey.
The following proposals were approved at the company's Annual Meeting:
Affirmative Negative Votes Votes Non-
Votes Votes Abstained Withheld Votes
------------- ----------- ----------- ---------- ----------
Change of Domicile from 16,210,637 1,389,213 303,951 0 9,265,110
the District of Columbia to
the State of Maryland
Amendment of Stock Option 24,282,996 1,418,077 450,564 0 1,017,274
Plan
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PART II
OTHER INFORMATION - (continued)
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(27) Financial Data Schedule
(b) Reports on Form 8-K
WRIT filed a Current Report on Form 8-K and
8-K/A dated May 17, 1996 reporting the
acquisition of a "significant amount of
assets" as defined in regulation S-X.
Accordingly, historical and proforma
financial information was reported for two
properties acquired.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has fully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WASHINGTON REAL ESTATE INVESTMENT TRUST
//Larry E. Finger//
------------------------------------------------
Larry E. Finger,
Senior Vice President Finance
and Chief Financial Officer
//Laura M. Franklin//
------------------------------------------------
Laura M. Franklin,
Vice President Finance
and Chief Accounting Officer
Date: August 9, 1996
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