SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Federal Realty Investment Trust
________________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-0782497
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(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
1626 East Jefferson Street, Rockville, Maryland 20852
_______________________________________________________ ____________________
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A
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(If applicable)
Securities to be registered pursuant to Section 12 (b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Shares of Beneficial Interest, $.01 par value New York Stock Exchange
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Securities to be registered pursuant to Section 12 (g) of the Act:
(none)
________________________________________________________________________________
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Federal Realty Investment Trust is organized as a real estate
investment trust under the laws of the State of Maryland. As a Maryland trust
REIT, Federal Realty is governed by:
. Title 8 of the Corporations and Associations Title of the Annotated
Code of Maryland ("Title 8");
. our restated declaration of trust; and
. our restated bylaws.
The following brief description of Federal Realty's common shares of
beneficial interest does not purport to be complete and is subject to and
qualified in its entirety by reference to the Trust's (1) Declaration of Trust
and (2) Bylaws, each filed as an exhibit to the Trust's Current Report on Form
8-K dated May 21, 1999, and (3) Form of Common Share Certificate, filed as an
exhibit to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, copies of which may be obtained from the Trust by writing to
the Trust at Federal Realty Investment Trust, 1626 E. Jefferson Street,
Rockville, MD 20852-4041, Attention: Corporate Secretary.
Authorized Shares of Beneficial Interest
The restated declaration of trust authorizes the Trust to issue up to
115,000,000 shares, of which 100,000,000 have been designated common shares and
15,000,000 have been designated preferred shares. The board of trustees is
authorized to increase or decrease the authorized aggregate number of shares and
the number of authorized shares in any class or series without shareholder
approval.
Shareholder Voting Rights
Under Title 8 and our governing documents, holders of common shares of
beneficial interest are entitled to one vote on all matters submitted to a vote
of shareholders. The election of trustees requires a plurality of all the votes
cast at the meeting of shareholders duly called and at which a quorum is
present. The restated declaration of trust does not provide for cumulative
voting in the election of trustees.
In accordance with Title 8 and under the restated declaration of
trust, the affirmative vote of the holders of two-thirds of the shares entitled
to vote on the matter is required for:
. an amendment to the restated declaration of trust with board of
trustees approval,
. the termination of the Trust,
. a merger or consolidation of the Trust, or
. a sale or disposition of substantially all of the property of the
Trust.
The shareholders have no right to amend the restated declaration of
trust without prior approval of the board of trustees.
Pre-emptive Rights
Under the restated declaration of trust, neither the holders of Series
A Preferred Shares nor the holders of common shares have preemptive rights.
Restrictions on Dividends and Other Distributions
Title 8 does not set forth any standards for dividends or other
distribution to shareholders. The restated declaration of trust allows the
board of trustees to authorize the Trust to pay to shareholders dividends or
distributions in cash, assets or securities of the trust or from any other
source. The Trust may pay any dividend or make any other distribution to the
shareholders as authorized in the restated declaration of trust and by the board
of
trustees if, after giving effect to the dividend or distribution, the Trust
would be able to pay its debts as they become due in the usual course of its
business. The restated declaration of trust requires the board of trustees to
endeavor to authorize and cause the Trust to pay such dividends and
distributions as may be necessary for the Trust to qualify as a REIT under the
Internal Revenue Code.
Dissenting Shareholders' Appraisal Rights
Title 8 does not provide appraisal rights to shareholders of a
Maryland REIT if the Maryland REIT's shares, like the Trust's shares, are listed
on a national securities exchange. Neither the restated declaration of trust
nor the restated bylaws provides for appraisal rights.
Board of Trustees
Under the restated declaration of trust, trustees are elected in three
classes for staggered, three-year terms. The number of trustees may be
increased or decreased pursuant to the restated bylaws, provided that the total
number of trustees may not be less than three or more than 15 trustees.
Removal of Trustees
Under the restated declaration of trust, the shareholders of the Trust
may remove a trustee, with or without cause, at any meeting of shareholders
called for the purpose, either (1) by the affirmative vote of the holders of not
less than two-thirds of the shares entitled to vote on the matter, if the
removal is approved by a vote of not less than two-thirds of the trustees, or
(2) by the affirmative vote of the holders of not less than 80% of the shares
entitled to vote on the matter.
Vacancies on the Board of Trustees
Title 8 does not address vacancies in a board of trustees. The
restated bylaws provide that any vacancy, including a vacancy created by an
increase in the number of trustees, in the board of trustees may be filled by a
majority of the remaining trustees or, if the trustees fail to act, at a
meeting called for that purpose by the vote of holders of a majority of the
shares entitled to vote on the matter. Each trustee so elected shall serve for
the unexpired term of the trustee he is replacing.
The restated declaration of trust provides that when six consecutive
quarterly dividends payable to holders of Series A Preferred Shares are in
arrears, holders of Series A Preferred Shares, together with the holders of
shares of any other series of preferred shares then outstanding with powers and
preferences equal to those prescribed for the Series A Preferred Shares, voting
as a single class regardless of series, will be entitled to elect two additional
trustees to serve on the board of trustees.
Annual Meetings of Shareholders
The restated bylaws provide that an annual meeting of shareholders for
the election of trustees and the transaction of any business within the powers
of the Trust must be held in the month of May of each year, after the delivery
of the annual report. Failure to hold such a meeting does not invalidate the
Trust's existence or affect any otherwise valid acts of the Trust. The restated
bylaws provide procedures which must be followed relating to annual meetings,
including the requirement that nominations for elections to the board of
trustees and new business proposals be delivered to the secretary at the
principal executive offices of the Trust not later than the close of business on
the 90th day nor earlier than the close of business on the 120th day prior to
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by more than
30 days or if the Trust has not previously held an annual meeting, notice by the
shareholder to be timely must be so delivered within a reasonable time before
the Trust begins to print and mail its proxy materials. In no event shall the
public announcement of a postponement or adjournment of an annual meeting to a
later date or time commence a new time period for the giving of a shareholder's
notice as described above. Such shareholder's notice must set forth:
. as to each person whom the shareholder proposes to nominate for
election or reelection as a Trustee all information relating to
such person that is required to be disclosed in solicitations
of proxies for election of Trustees in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under
the Exchange Act, including such person's written consent to being
named in the proxy statement as a nominee and to serving as a
Trustee if elected;
. as to any other business that the shareholder proposes to bring
before the meeting, a brief description of the business desired to
be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business
of such shareholder and of the beneficial owner, if any, on whose
behalf the proposal is made; and
. as to the shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made:
. the name and address of such shareholder, as they appear on
the Trust's books, and of such beneficial owner, and
. the number of each class of shares of the Trust which are
owned beneficially and of record by such shareholder and such
beneficial owner.
If the number of trustees to be elected to the board of trustees is
increased and there is no public announcement by the Trust naming all of the
nominees for trustee or specifying the size of the increased board of trustees
at least 70 days prior to the first anniversary of the preceding year's annual
meeting, a shareholder's notice shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it is
delivered to the secretary at the principal executive offices of the Trust not
later than the close of business on the tenth day following the day on which
such public announcement is first made by the Trust.
Special Meetings of Shareholders
The restated bylaws provide that a special meeting of shareholders may
be called by the president of the Trust or by one-third of the trustees, and
must be called upon the written request of the holders of shares entitled to
cast not less than twenty-five percent of all of the votes entitled to be cast
at such a meeting. The restated bylaws provide procedures which must be
followed for both the request for a special meeting by shareholders and the
conduct of the special meeting, including the requirement that nominations for
elections to the board of trustees and new business proposals must be delivered
to the secretary not earlier than the close of business on the 120th day prior
to the special meeting and not later than the close of business on the later of
the 90th day prior to the special meeting or the tenth day following the day on
which public announcement is first made of the special meeting.
Under Title 8, the board of trustees has the sole power to fix (1) the
record date for determining shareholders entitled to request a special meeting;
(2) the record date for determining shareholders entitled to notice of and to
vote at the special meeting; and (3) the date, time and place for the special
meeting.
Shareholder Action by Written Consent
Title 8 does not address actions by written consent of shareholders.
The restated declaration of trust provides that any action by shareholders may
be taken without a meeting if a majority of shares entitled to vote on the
matter, or such larger proportion of shares as shall be required to take such
action, consent to the action in writing and the written consents are filed with
the records of the meeting of shareholders.
Amendments to Declaration of Trust and Bylaws
Under Title 8, an amendment to a declaration of trust must be approved
by at least a majority of the board of trustees and the affirmative vote of the
holders of two-thirds of the shares entitled to vote on such matter unless
otherwise provided in the declaration of trust. The restated declaration of
trust provides for amendments to the restated declaration of trust by the
affirmative vote of the holders of a majority of the shares entitled to vote on
the matter if the Trustees have unanimously approved a shareholder vote on the
matter. The board of trustees has the authority to increase the authorized
shares of the trust without the approval of the shareholders.
The restated declaration of trust provides that the Trustees may amend
the restated declaration of trust, in the manner provided by Title 8, without
any action by the shareholders, to qualify as a REIT under the Code or under
Title 8 and as otherwise provided in the declaration of trust.
The restated bylaws provide that the board of trustees has the power
to adopt, amend or repeal any provision of the bylaws and to make new bylaws.
In addition, our restated bylaws give shareholders the power to
adopt, alter or repeal any provision of the restated bylaws by a vote of holders
of not less than 80% of the shares entitled to vote on the matter.
Limit on Share Ownership
Title 8 does not limit share ownership. The restated declaration of
trust prohibits the ownership by any person of greater than 9.8% in value of the
aggregate of the outstanding equity shares and 9.8%, in value or in number of
shares, whichever is more restrictive, of the aggregate number of the
outstanding common shares. With some exceptions and requirements, the board of
trustees, in its sole discretion, may exempt a person from these share ownership
limits, or may establish or separate share ownership limits for such person.
Under Maryland corporate law, as applicable to real estate investment
trusts formed under Title 8, certain "business combinations" including mergers,
asset transfers and issuances of equity securities between a Maryland REIT and
any person who beneficially owns 10% or more of the voting power of the trust's
shares or specified affiliates or associates of the trust or an affiliate of the
trust are prohibited for five years after the most recent date on which the
interested shareholder becomes an interested shareholder. Thereafter, any
business combination must be recommended by the board of trustees and approved
by two super-majority shareholder votes unless, among other conditions, the
trust's common shareholders receive a minimum price, to be set in accordance
with the guidelines laid out in Maryland corporate law, for their shares and the
consideration is received in cash or in the same form as previously paid by the
interested shareholder for its common shares. These provisions do not apply,
however, to business combinations that are approved or exempted by the board of
trustees before the interested shareholder becomes an interested shareholder.
Control Share Acquisitions
Maryland corporate law, as applicable to Maryland REITs, provides that
"control shares" of a Maryland REIT acquired in a "control share acquisition"
have no voting rights except to the extent approved by a vote of two-thirds of
the votes entitled to be cast on the matter, excluding shares of beneficial
interest owned by the acquiror, by officers or by trustees who are employees of
the trust. "Control Shares" are voting shares of beneficial interest which, if
aggregated with all other such shares of beneficial interest previously acquired
by the acquiror, or in respect of which the acquiror is able to exercise or
direct the exercise of voting power, except solely by virtue of a revocable
proxy, would entitle the acquiror to exercise voting power in electing trustees
within one of the following ranges of voting power:
. one-fifth or more but less than one-third,
. one-third or more but less than a majority, or
. a majority or more of all voting power.
Control shares do not include shares the acquiring person is then
entitled to vote as a result of having previously obtained shareholder approval.
A "control share acquisition" means the acquisition of control shares, subject
to certain exceptions.
A person who has made or proposes to make a control share acquisition,
upon satisfaction of conditions specified under Maryland corporate law,
including an undertaking to pay expenses, may compel the board of trustees of
the trust to call a special meeting of shareholders to be held within 50 days of
demand to consider the voting rights of the shares. If no request for a meeting
is made, the trust may itself present the question at any shareholders meeting.
If voting rights are not approved at the meeting or if the acquiring
person does not deliver an acquiring person statement as required by the
statute, then, subject to certain conditions and limitations, the trust may
redeem any or all of the control shares, except those for which voting rights
have previously been approved, for fair value determined, without regard to the
absence of voting rights for the control shares, as of the date of the last
control share acquisition by the acquiror or of any meeting of shareholders at
which the voting rights of those shares are considered and not approved. If
voting rights for control shares are approved at a shareholders meeting and the
acquiror becomes entitled to vote a majority of the shares entitled to vote, all
other shareholders may exercise appraisal rights. The fair value of the shares
as determined for purposes of such appraisal rights may not be less than the
highest price per share paid by the acquiror in the control share acquisition.
The control share acquisition statute does not apply (a) to shares
acquired in a merger, consolidation or share exchange if the trust is a party to
the transaction or (b) to acquisitions approved or exempted by the declaration
of trust or bylaws of the trust.
The restated bylaws contain a provision exempting from the control
share acquisition statute any and all acquisitions by any person of the Trust's
shares of beneficial interest. There can be no assurance that such provision
will not be amended or eliminated at any time in the future.
Limitation of Trustees' and Officers' Liability
The Maryland REIT Law permits a Maryland REIT to include in its
Declaration of Trust a provision limiting the liability of its trustees and
officers to the trust and its shareholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit or profit in
money, property or services or (b) active and deliberate dishonesty established
by a final judgment as being material to the cause of action. The Declaration
of Trust of the Trust contains such a provision which eliminates such liability
to the maximum extent permitted by the Maryland REIT Law.
Limitation of Shareholder Liability
Pursuant to Title 8, a shareholder of a Maryland REIT may not be held
personally liable for the obligations of the Maryland REIT. The restated
declaration of trust provides that no shareholder shall be liable for and debt,
claim, demand, judgment or obligation of any kind, against or with respect to
the Trust by reason of his being a shareholder.
Indemnification of Trustees and Officers
The restated declaration of trust authorizes the Trust, to the maximum
extent permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former trustee or officer or (b) any individual who, while a
trustee of the Trust and at the request of the Trust, serves or has served as a
trustee, director, officer or partner of another real estate investment trust,
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise from and against any claim or liability to which such person may
become subject or which such person may incur by reason of such status. The
Bylaws of the Trust obligate it, to the maximum extent permitted by Maryland
law, to indemnify and to pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to (a) any present or former trustee or
officer who is made a party to the proceeding by reason of his service in that
capacity or (b) any individual who, while a trustee or officer of the Trust and
at the request of the Trust, serves or has served as a trustee, director,
officer or partner of another real estate investment trust, corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise and
who is made a party to the proceeding by reason of his service in that capacity,
against any claim or liability to which he may become subject by reason of such
status. The Declaration of Trust and Bylaws also permit the Trust to indemnify
and advance expenses to any person who served a predecessor of the Trust in any
of the capacities described above and to any employee or agent of the Trust or a
predecessor of the Trust. The Bylaws require the Trust to indemnify a trustee
or officer who has been successful, on the merits or otherwise, in the defense
of any proceeding to which he is made a party by reason of his service in that
capacity.
Title 8 permits a Maryland REIT to indemnify and advance expenses to
its trustees, officers, employees and agents to the same extent as permitted by
the Maryland corporate law for directors and officers of Maryland corporations.
Maryland corporate law permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. However, under Maryland corporate law, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, Maryland corporate law
permits a corporation to advance reasonable expenses to a director or officer
upon the corporation's receipt of (a) a written affirmation by the director or
officer of his good
faith belief that he has met the standard of conduct necessary for
indemnification by the corporation and (b) a written undertaking by him or on
his behalf to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.
Indemnification of Shareholders
The restated declaration of trust provides for the indemnification of
shareholders of the Trust against all liabilities incurred by virtue of being a
shareholder.
Inspection of Books and Records
Title 8 provides a right to inspect and copy a Maryland REIT's books
of account and stock ledger to persons who have been shareholders for more than
six months and own at least 5% of any class of a Maryland REIT's outstanding
shares. In addition, any shareholder of a Maryland REIT has a right to inspect
the bylaws, minutes of the shareholder's meetings, annual statements of affairs
and voting trust agreements and to request that the REIT provide a sworn
statement showing all stock and securities issued and all consideration received
by the Maryland REIT within the preceding twelve months.
Interested Trustee Transactions
Title 8 does not address interested trustee transactions. Pursuant to
the restated declaration of trust, the Trust may enter into any contract or
transaction of any kind with any person including any trustee, officer, employee
or agent of the trust or any person affiliated with a trustee, officer, employee
or agent of the trust, whether or not any of them has a financial interest in
such transaction.
Restrictions on Investments
Under Title 8 a Maryland REIT must hold at least 75 percent of the
value of its assets in real estate assets, government securities, cash and cash
items, including receivables, and a Maryland REIT may not use or apply land for
farming, agriculture, horticulture or similar purposes.
Additional Anti-takeover Provisions of Maryland Law
Title 8 contains a number of anti-taker provisions that apply to all
Maryland REITs, including provisions that:
. Clarify that the duty of the trustees of a REIT does not require them to
accept, recommend or respond to an acquisition proposal, or take or fail to
take any other action solely because of (a) the effect such action or inaction
may have on the acquisition proposal or (b) the amount of type of consideration
that may be offered or paid to shareholders in an acquisition;
. Contain a presumption that a trustee acts in good faith, in a manner
he believes to be in the best interests of the REIT and with the
care an ordinarily prudent person in a like position would use in
similar circumstances;
. Clarify that actions by trustees relating to or affecting an
acquisition or potential acquisition of control of a REIT may not be
subject to a higher duty or greater scrutiny than is applied to
other acts of a trustee;
. Validate a board's authority to set the terms and conditions of a
shareholder rights plan, including any plan containing any provision
that:
. precludes the exercise, transfer or receipt of the rights, options
or warrants by designated persons in specified circumstances; or
. limits for up to 180 days the power of a future board to redeem
modify or terminate the rights, options or warrants; and
. Validate bylaw provisions requiring advance notice of shareholder
nominations or proposals
These provisions could have the effect of delaying or preventing a change
of control of the Trust.
Item 2. Exhibits.
The following documents are being filed as exhibits to this registration
statement.
Exhibit Number Description
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1 Declaration of Trust of Federal Realty
Investment Trust dated May 5, 1999
(incorporated by reference to Exhibit 3.2
to the Registrant's Current Report on Form
8-K dated May 21, 1999)
2 Bylaws of Federal Realty Investment Trust
dated May 5, 1999 (incorporated by
reference to Exhibit 3.3 to the
Registrant's Current Report on Form 8-K
dated May 21, 1999)
3 Form of Common Share Certificate of Federal
Realty Investment Trust (incorporated by
reference to Exhibit 4 to the Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1999)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
FEDERAL REALTY INVESTMENT TRUST
Date: April 24, 2001 By: /s/ Nancy J. Herman
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Name: Nancy J. Herman
Title: Senior Vice President,
General Counsel and
Secretary