Western Development Corp. has left its mark on Washington. Now its officers are trying a new approach to raising money that may leave its own mark on Washington financing.
Western is the company that brought us the $100 million Georgetown Park shopping mall on M Street NW. It's also the company developing the $200 million Washington Harbour project between the banks of the Potomac and the Whitehurst Freeway.
Under Chairman Herbert S. Miller, Western Development has dotted the landscape of the Washington area with office buildings and shopping centers. It will play a major role in the development of the Market Square site on Pennsylvania Avenue NW and the Portals site in Southwest Washington.
Developers always are looking for sources of money to finance their projects. Traditionally, said Creighton R. Schneck, Western's chief financial officer, his firm has gone to banks, insurance companies and pension funds. But to help it raise $68 million, it has come up with a creative new approach.
This is the way the plan works:
Western Development officials are packaging four shopping centers, in which they own a substantial interest, into a real estate investment trust (REIT) called Western Centers Equity Trust. The trust plans to sell investors 6.8 million units at $10 a unit. The trust will use $61.5 million of that money to buy the shopping centers from the limited partnerships that own them. Western Development officials hold a major stake in those partnerships.
The trust concept, Schneck said, makes available to Western Development, a private company, the vast financial resources found in the public market, and will help the company become a "household name on Wall Street."
Western Centers Equity Trust, unlike other REITs, will have a limited lifespan. It will not be allowed to buy other properties. It will sell its shopping centers by the end of the 12th year and must go out of business in 16 years.
That feature appeals to several stockbrokers because they said it makes the investment goal uncomplicated. But the same brokers said they were leery on other grounds: because the offering appears to be a better deal for Western Development than for the unit holders; because a substantial rise in interest rates might make the rate of return less attractive; because the shopping centers might not increase in value as expected, and because the centers' business might not develop well for other reasons.
The money raised will be used to acquire a center in Falls Church, two in Florida and one in Illinois. The West Falls Church Center is relatively small, with 18 stores. It was built in 1981.
Each trust unit being sold by Western Centers Equity Trust includes one income share said to be worth $8, and one capital share said to be worth $2. Holders of income shares will receive quarterly dividends, and owners of capital shares are slated eventually to receive part of the gains from the sale of the shopping centers. Although the shares will be sold as part of a unit, they will be traded separately on the American Stock Exchange. Investors who buy units can keep or sell either the income or capital shares at the market price at any time.
For unit holders, the company forecasts annual returns in the 8 percent to 10 percent range over the first 10 years, and 12 percent to 14 percent in the final two years. For holders of the income shares, the projected returns are in the 10 percent to 13 percent range for the first 10 years and 15 percent to 18 percent in the following two years.
Brokers have suggested to some investors that they buy the units, then sell the income shares and retain the capital shares for their appreciation potential.
When the trust sells the shopping centers and goes out of business, holders of income shares are to get $8 for each share. The money left over will be paid to owners of the capital shares. Schneck said that, in a "worst-case" scenario, if the shopping centers were sold for only what they cost, capital shareowners would get back about $2 a share -- their original investment.
On the other hand, he said, if the properties increased in value, so would the money paid out on the capital shares. Schneck said it is reasonable to assume that in 12 years the centers "will better than double in value." The success of the trust as an investment will depend heavily on how much the shopping centers increase in value during the coming years.
Western Centers Equity Trust plans to become a qualified real estate investment trust. REITs do not have to pay federal taxes if they follow government rules and distribute 95 percent of their net annual earnings to their shareholders. The REIT status can help produce higher returns for the shareholders. Among the usual cautions, the prospectus notes the possibility that Western Centers Equity, for some reason, might not obtain Internal Revenue Service approval for its REIT status.
Western Development's decision to go into the REIT business was based in large part on advice from an expert: Steven J. Guttman, president of Federal Realty Investment Trust of Chevy Chase. Guttman, who will serve as an adviser to the trust, said he has received a fee for his advisory role but that his work is mostly done and he will not be paid in the future.
Washington broker E. Joseph West of Drexel Burnham Lambert Inc. has been appointed to a four-year term as a trustee of the Fairfax County Retirement System. The system, which holds $260 million belonging to 11,600 Fairfax employes, currently uses seven investment managers. As one of the trustees, West will help set investment policy. Among the other Fairfax investment managers are Bob Torray of Torray Clark & Co. in Bethesda, which manages $2.5 billion, and Charles Allmon of Chevy Chase, editor of Growth Stock Outlook, who manages about $200 million.
Wheat First Securities of Richmond believes that Heilig-Meyers, the successful furniture retailer, is paving the way for new growth in Georgia, Alabama, Mississippi and Tennessee by opening two new warehouses in that region. Wheat First says it expects the growth to come in 18 months and believes the stock "has the potential to appreciate 50 percent." Heilig-Meyers shares already are up 50 percent since Jan. 1.
Citizens Bancorp, holding company for Citizens Bank of Riverdale, Md., is planning to repurchase 25,000 shares of its own stock to be used for its dividend reinvestment plan, employe savings plan and other corporate purposes. With the stock selling at about $100 a share, 25,000 shares would cost about $2.5 million. The bank last year authorized the repurchase of 50,000 shares but said it never did buy them.
When Citizens completes its proposed merger with Century National Bank of Maryland, one share of Citizens will be traded for 2.63 shares of CNB. With about 700,000 shares of CNB, that will require about 266,000 shares of Citizen stock. Since Citizens already has authorized the issuance of up to 5 million shares, the bank won't have any problem issuing new stock for the CNB deal. However, the extra 266,000 shares will tend to dilute Citizens' future earnings per share.
Prudential-Bache's manager Carole Rollinson has moved her office from 5454 Wisconsin Ave., Chevy Chase, to 3 Bethesda Metro Center in Bethesda . . . Presidential Airlines, which went public several weeks ago at $5.75 a share, rose briefly to about $6 and has settled back to the $5.50 level.