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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
November 19, 2001
Federal Realty Investment Trust
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(Exact name of registrant as specified in its charter)
Maryland 1-07533 52-0782497
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
1626 East Jefferson Street, Rockville, Maryland 20852-4041
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 998-8100
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FEDERAL REALTY INVESTMENT TRUST
Item 5. Other Events.
On November 19, 2001, Federal Realty Investment Trust (the "Trust") entered into
an underwriting agreement and related pricing agreement (together, the
"Agreement") with Morgan Stanley & Co. Incorporated, First Union Securities,
Inc. and Salomon Smith Barney Inc., as representatives of the several
underwriters listed therein (collectively, the "Underwriters"), relating to the
offer and sale by the Trust of 5,000,000 of the Trust's 8 1/2% Series B
Cumulative Redeemable Preferred Shares of Beneficial Interest, Liquidation
Preference $25 Per Share, Par Value $0.01 Per Share ("Series B Preferred
Shares"). Closing on the sale of the Series B Preferred Shares is expected on
or about November 27, 2001. Pursuant to the Agreement, the Underwriters have the
option to acquire up to an additional 750,000 Series B Preferred Shares to cover
overallotments.
Item 7. Exhibits.
Number Description
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1.1 Underwriting Agreement and Pricing Agreement, each dated as of
November 19, 2001, by and among the Trust and Morgan Stanley & Co.
Incorporated, First Union Securities, Inc. and Salomon Smith Barney
Inc., as representatives of the several underwriters listed
therein.
5.1 Opinion of Hogan & Hartson L.L.P. as to the validity of the Series B
Preferred Shares.
8.1 Opinion of Hogan & Hartson L.L.P. as to certain tax matters.
23.1 Consent of Arthur Andersen LLP.
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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.
FEDERAL REALTY INVESTMENT TRUST
Date: November 26, 2001 By: /s/ NANCY J. HERMAN
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Nancy J. Herman
Senior Vice President--General
Counsel and Secretary
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EXHIBIT INDEX
Number Description
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1.1 Underwriting Agreement and Pricing Agreement, each dated as of
November 19, 2001, by and among the Trust and Morgan Stanley & Co.
Incorporated, First Union Securities, Inc. and Salomon Smith Barney
Inc., as representatives of the several underwriters listed therein.
5.1 Opinion of Hogan & Hartson L.L.P. as to the validity of the
Series B Preferred Shares.
8.1 Opinion of Hogan & Hartson L.L.P. as to certain tax matters.
23.1 Consent of Arthur Andersen LLP