What is a REIT?
A Real Estate Investment Trust (REIT) is a company, 75% of whose assets
must consist of qualifying real estate investments and must meet a number
of additional qualifications as set forth below. Based on the REIT qualifications,
REITs generally own, and in most cases, operate income-producing real estate
such as apartments, shopping centers, offices, medical facilities, storage
facilities, hotels and warehouses. Some REITs also engage in financing real
estate. The shares of a REIT are generally
freely traded, usually on a major stock exchange. In addition to the qualifying
assets test for REIT status, REITs are also required to meet certain distribution
requirements. Thus, to maintain REIT status, the Company must generally
distribute at least 90% of its otherwise-taxable income to its shareholders.
If the Company meets both the qualifying assets test and the distribution
requirements, it as a REIT will generally not be subject to Federal income
tax at the corporate level. REIT dividends generally do not qualify for
the reduced tax on corporate dividend distributions and are therefore normally
taxed at regular rates.
What is an UPREIT?
Whitestone REIT is structured as an Umbrella Partnership REIT or UPREIT.
An UPREIT is an entity that provides a selling property owner with an opportunity
to convert their ownership of real estate properties into a security interest
called Operating Partnership units ("OP units"). UPREIT transactions provide
an attractive tax deferred exit strategy for owners of real estate who would
recognize a significant taxable gain in a cash sale of a highly appreciated
property with a low tax basis. In contrast, if real estate is sold or contributed
directly to the REIT, it would result in a stepped-up cost basis in the
property for the REIT and a taxable event for the contributing property
How can I request additional information
from Whitestone REIT?
How can I receive Email alerts from Whitestone
To sign up for Email alerts on our Events, Documents, Press Releases and
closing stock price information click here to visit our
What stock exchange are Whitestone REIT
common shares traded on and what is its ticker symbol?
Whitestone REIT's common stock is currently traded on NYSE under the ticker
How long has Whitestone REIT been publicly
On August 25, 2010 Whitestone REIT completed its initial public offering.
Whitestone REIT common shares are traded on the NYSE under the ticker symbol
How do I Invest in Whitestone REIT common
Whitestone REIT (NYSE: WSR) common stock can be purchased or sold through
a stockbrocker, bank or financial institution that offers brokerage services.
Whitestone REIT does not currently have a direct stock purchase plan.
What is the ownership of Whitestone REIT
by its management and Board of Trustees?
Whitestone's management and trustees have ownership in the company which
includes a combination of common shares and Operating Partnership Units.
Please see the Form 4 filings or share ownership table in the Proxy Statements
which are filed with the Securities and Exchange Commission.
Tell me about the reclassification of common
On June 27, 2012, we filed with the State Department of Assessments and
Taxation of Maryland (the “SDAT”) amendments to our declaration of trust
that (i) reclassified each issued and unissued Class A common share of beneficial
interest, par value $0.001 (the “Class A common shares”), into one Class
B common share of beneficial interest, par value $0.001 (the “Class B common
shares”) and (ii) changed the designation of all of the Class B common shares
to “common shares.” The amendment setting forth the reclassification of
the Class A common shares into Class B common shares was approved by the
our shareholders at the 2012 annual meeting of shareholders held on May
22, 2012. The amendment approving the redesignation of the Class B common
shares to common shares was approved by our board of trustees and did not
require shareholder approval.
The purpose and ultimate effect of the amendments to our declaration of
trust was to provide liquidity to our Class A common shareholders. Because
Class A common shares and Class B common shares had equal voting, dividend
and liquidation rights, the amendments to our declaration of trust had no
effect on the proportional ownership interests, voting, dividend or liquidation
rights of our existing Class A or Class B common shareholders. As a result
of the amendments, we now have a single class of common shares, which trade
on the New York Stock Exchange under the ticker symbol “WSR.”
All Whitestone shares are held in 'book
entry' through American Stock Transfer and Trust. What does that mean?
Book-entry through Direct Registration System (DRS) is a method of recording
shares of stock in book-entry form, and is becoming the standard in share
ownership. Instead of being represented by a physical share certificate,
your Whitestone REIT shares are held in your name and recorded electronically
on our records, which are retained at our transfer agent, American Stock
Transfer and Trust Company (AST). Shares held in book-entry have all the
traditional rights and privileges of shares held in certificate form. DRS
eliminates the risks and costs associated with storing certificates and
replacing lost or stolen certificates, and also permits electronic share
transactions between your broker or dealer and AST.
I am a registered shareholder and:
- Want to check the details of my shareholder account
- Want to transfer ownership of my stock
- Want to change my address of record
- Need to replace a lost dividend check
- Want to contact American Stock Transfer & Trust
American Stock Transfer provides many account support and account maintenance
services to shareholders, including the following:
- Obtain account balance, including price per share/unit
- Change your mailing address or use a seasonal address
- Directly deposit dividends into your bank account
- Replace a lost or stolen outstanding check
- Request a duplicate 1099
- Obtain a history of your account
- Transfer ownership (ie., to a trust or an estate)
You may contact American Stock Transfer in several ways:
Toll-free by phone: 1.800.937.5449
Oustide of the USA and Canada, dial: 1.718.921.8124).
By internet: www.amstock.com
By mail: American Stock Transfer & Trust Company, attn: Shareholder Services
- Whitestone REIT, 59 Maiden Lane, New York, NY 10038.
What is Whitestone REIT's fiscal year?
Whitestone REIT uses a fiscal year that aligns with the calendar year, ending
on December 31st.
How can I obtain copies of financial information for Whitestone
Most of the company's reports and financial filings can be retrieved from
the News Releases, Financial Reports or SEC Filings sections of this website.
They can also be accessed via the Securities & Exchange Commission (SEC)
website at www.sec.gov
. If you
would like information emailed or mailed to you, you can submit your request
at the Information Request section of this website.
Does Whitestone REIT pay a quarterly dividend?
To see dividend information please visit the
Can I have my dividend directly deposited
into my bank account?
Please contact our transfer agent, American Stock Transfer & Trust Co. at
800-937-5449 or www.amstock.com
to enroll in direct dividend deposit.
The Whitestone REIT Dividend Reinvestment Plan ("DRIP") is available to
registered common shareholders, and allows for the reinvestment of all dividends
into additional common shares (which are traded on the NYSE under the symbol,
"WSR") without any administrative fees or commissions except fees or commissions
charged by a shareholder's broker for participating on the shareholder's
behalf. For more information, please contact our plan administrator, American
Stock Transfer & Trust Company, LLC, at 877-879-8035 or www.amstock.com.
The purpose of the dividend reinvestment plan, or the Plan, is to offer
Whitestone's shareholders the opportunity to automatically reinvest their
cash dividends in additional common shares. We will use the proceeds we
receive for general corporate purposes. See "Use of Proceeds."
All holders of record of our common shares are eligible to participate in
the Plan. In order to be eligible to participate, beneficial owners of common
shares whose shares are registered in names other than their own (for example,
shares registered in the name of a broker, administrator, nominee or trustee)
must either arrange for the holder of record to join the Plan or have the
shares they wish to enroll in the Plan transferred to their own names.
Eligible shareholders may participate in the Plan by completing and executing
an enrollment form or any other appropriate authorization form as may be
provided from time to time by the administrator. For those shareholders
who currently hold shares through a brokerage account, contact your broker
to obtain an enrollment form. We refer to participants in the Plan in this
prospectus as "Participants." Participation in the Plan will begin with
the next dividend payable after receipt of an enrollment form or authorization
provided that the enrollment is received by the record date. If the enrollment
is received after the record date then participation in the Plan will begin
the next dividend period.
Participants will acquire shares under the Plan from Whitestone as of the
date that dividends are paid by Whitestone. Dividends are declared at the
discretion of our Board of Trustees. Participants may purchase fractional
shares so that 100% of the dividends may be used to acquire shares. However,
a Participant may not acquire shares to the extent that any such purchase
would cause such Participant to own more than 9.8% by value or number of
shares, whichever is more restrictive, of our issued and outstanding common
shares, unless this limitation is waived by our Board of Trustees.
American Stock Transfer and Trust Company, LLC, or such other entity as
we may designate, will serve as our agent to administer the Plan for Participants,
maintain records, send regular statements of account to Participants and
perform other duties relating to the Plan. Common shares purchased under
the Plan will be purchased by the administrator as agent for Participants
and registered in the name of the Participant. The administrator also serves
as transfer agent for Whitestone's common shares. Should the administrator
resign, or be asked to resign, another agent will be asked to serve.
The following address, telephone number and website may be used to obtain
information about the Plan:
Mail inquiries to: American Stock Transfer & Trust Company LLC
C/O Whitestone REIT, Attention: Shareholder Relations Department
6201 15th Avenue
Brooklyn, New York 11219
Mail transaction requests to:American Stock Transfer and Trust Company
P.O. Box 922
Wall Street Station
New York, New York 10269-0560
The shareholder relations department representatives are available 8 A.M.
to 7 P.M. Eastern Time, Monday through Thursday, and 8 A.M. to 5 P.M. on
Our common shares are traded on the NYSE under the symbol "WSR". If the
shares are purchased directly from Whitestone, the purchase price for shares
will be equal to the average of the high and low sales price of the common
shares reported on the NYSE on the dividend payment date, or, if no trading
is reported for such trading day, the first trading day immediately preceding
such dividend payment date for which trades are reported. If the shares
are purchased in the open market, the purchase price for shares will be
equal to the weighted average price of shares purchased to satisfy Plan
The Plan administrator will provide you with an individualized monthly dividend
reinvestment statement with respect to each dividend payment showing the
number of shares owned prior to the current dividend, the amount of the
current dividend being reinvested, the purchase price and the number of
shares owned after the current dividend has been invested. The statements
will reflect year-to-date summary detail of all transactions processed.
The ownership of the shares purchased under the Plan will be in book-entry
form only unless and until Whitestone begins to issue certificates for its
outstanding common shares.
Whitestone will pay all administrative costs associated with the reinvestment
of dividends under the Plan, including transaction and processing fees,
expenses or service charges under the Plan in connection with such purchases
under the Plan, other than any fees that may be charged to a Participant
by the Participant's broker, bank or other nominee for participating in
the Plan on the Participant's behalf. If Whitestone directs the administrator
to purchase shares in the open market, Whitestone will pay the commission
associated with such purchases. Participants will be responsible for fees
associated with sales of common shares in the Plan and a Participant's withdrawal
from the Plan. The fees associated with enrollment and participation in
the Plan are summarized in the chart below:
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A Participant may terminate participation in the Plan at any time by contacting
the administrator. At any time, the administrator can, for any reason, in
its sole discretion, require written confirmation of such a transaction
request. The administrator will honor a Participant's notice of termination
within five business days of receipt of the request. If the notice of termination
is received more than three business days prior to a dividend payment date,
the account will be terminated and dividends will be paid out in cash. If,
however, the request to terminate is received less than three business days
prior to a dividend payment date, then the dividend payable on such dividend
payment date will be reinvested, but each subsequent dividend will be paid
out in cash on the applicable dividend payment date. A service charge of
$15.00, plus a $0.10 per share commission on shares that are sold, will
be assessed at the time a Participant withdraws from the Plan.
Former Participants may become Participants in the Plan again at any time
by contacting the administrator.
Our Board of Trustees may, by a majority vote, amend, suspend or terminate
the Plan for any reason.
Any share dividends or share splits distributed by Whitestone on the shares
purchased for and credited to a Participant under the Plan will be added
to the Participant's account. In the event rights to purchase additional
common shares or other securities are made available to shareholders, such
rights will be made available to Participants based on the number of shares
(including fractional share interests to the extent practicable) held by
such Participants on the record date established for determining shareholders
who are entitled to such rights. Transaction processing may either be curtailed
or suspended until the completion of any share dividend, share split or
Participants will receive proxy materials from us for common shares held
in the Plan in the same manner as common shares registered in the Participant's
own name. Common shares held in the Plan may also be voted in person at
Participants may sell all or a portion of their common shares held in the
Plan by contacting the administrator, completing and submitting a transaction
form or visiting the administrator's website at www.amstock.com. The administrator
will sell the requested number of shares for the Participant within five
business days. If, however, a request to sell all shares and close the account
is received less than three business days prior to a dividend payment date,
then the Participant's shares in the account prior to the dividend payment
date will be sold, but the dividend payable on such dividend payment date
will be reinvested and each subsequent dividend will be paid out in cash
on the applicable dividend payment date. Shares will be sold through independent
securities brokers selected by the administrator in its sole discretion.
The administrator can, for any reason, in its sole discretion, require written
confirmation of such a transaction request. Shares being sold for the Participant
may be aggregated with those of other Participants who have also requested
sales. In that case, the Participant will receive proceeds based on the
weighted average sales price of all shares sold, less a pro rata share of
brokerage commissions. Fees for sales include a $15.00 sale fee plus a $0.10
per share commission. A check representing the proceeds of the sale of shares
less any applicable transfer and other taxes and transaction expenses and
commissions will be forwarded to the Participant as soon as practicable
after settlement of the sale. Once sale requests are submitted to the administrator,
the requests are binding and cannot be retracted. The administrator is not
able to accept instructions to sell on a specific day or at a specific price.
If Participants prefer to have complete control over the exact timing and
sales price, they can withdraw the shares they wish to sell and arrange
for the sale of these shares through a securities broker of the Participant's
No. Only dividends paid with respect to common shares of Whitestone may
be reinvested pursuant to the Plan. Distributions paid with respect to units
of limited partnership interest in Whitestone REIT Operating Partnership,
L.P. ("Operating Partnership Units") are not eligible to be reinvested pursuant
to the Plan. Participants who also own Operating Partnership Units will
continue to receive any distributions in cash.
You are encouraged to consult your personal tax advisers with specific reference
to your own tax situation and potential changes in the applicable law as
to all federal, state, local, foreign and other tax matters in connection
with the reinvestment of distributions under the Plan, your tax basis and
holding period for our common shares acquired under the Plan and the character,
amount and tax treatment of any gain or loss realized on the disposition
of our common shares. The following is a brief summary of certain material
federal income tax considerations applicable to shareholders that participate
in the Plan for general information only, does not purport to address all
federal income tax considerations that may be relevant to a particular Participant
in the Plan, and is not tax advice. In particular, this summary generally
does not address tax consequences to persons who are not "United States
persons." In general, a "United States person" is an individual who is a
citizen or resident of the United States, a corporation or other entity
taxable as a corporation for federal income tax purposes that is created
or organized in the United States or under the laws of the United States
or of any state or the District of Columbia, an estate whose income is includible
in gross income for U.S. federal income tax purposes regardless of its source,
or a trust if (i) a court within the United States is able to exercise primary
supervision over the administration of the trust, and one or more United
States persons have the authority to control all substantial decisions of
the trust or (ii) the trust was in existence on August 20, 1996 and properly
elected to continue to be treated as a "United States person." Partners
in partnerships that hold common shares and participate in the Plan should
consult their own tax advisers regarding their tax consequences.
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