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) September 6, 2006
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 September 6, 2006, Washington Real Estate Investment Trust (“WRIT”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC (the “Underwriter”) in connection with the offer and sale of $100,000,000 aggregate principal amount of WRIT’s 3.875% convertible senior notes due September 15, 2026 (the “Notes”).
WRIT and the Underwriter intend to consummate the sale and purchase of the Notes pursuant to the Underwriting Agreement on September 11, 2006.
The Notes are described in WRIT’s prospectus supplement dated September 6, 2006 (the “Prospectus Supplement”) and supplements WRIT’s prospectus 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 on August 28, 2006, and declared effective automatically as of the same date (the “Registration Statement”). The Prospectus Supplement was filed with the SEC on September 6, 2006 for the Notes, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
In connection with the offering of the Notes, 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 September 6, 2006, by and between WRIT and Credit Suisse Securities (USA) LLC, in connection with the offer and sale of 100,000,000 aggregate principal amount of the Notes. | |
| 5.1 | Opinion of Arent Fox PLLC in connection with the Notes. | |
| 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 | ||
September 6, 2006
Exhibit Index
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated September 6, 2006, by and between WRIT and Credit Suisse Securities (USA) LLC, in connection with the offer and sale of $100,000,000 aggregate principal amount of the Notes. | |
| 5.1 | Opinion of Arent Fox PLLC in connection with the Notes. | |
| 23.1 | Consent of Arent Fox PLLC (included in Exhibit 5.1). | |