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)
June 6, 2002
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 June 6, 2002, Federal Realty Investment Trust (the "Trust") entered into an
underwriting agreement and related pricing agreement (together, the "Agreement")
with First Union Securities, Inc., as underwriter (the "Underwriter"), relating
to the offer and sale by the Trust of 1,900,000 of the Trust's Common Shares of
Beneficial Interest, par value $.01 per share (the "Shares"). Closing on the
sale of the Shares is expected on or about June 12, 2002. Pursuant to the
Agreement, the Underwriter has the option to acquire up to an additional 285,000
Common Shares to cover overallotments. This Current Report is being filed for
the sole purpose of allowing the exhibits hereto to be incorporated by reference
in the Trust's registration statement on Form S-3 (Reg. No. 333-63619) and the
related prospectus supplement thereto dated June 6, 2002. The exhibits should
not be relied upon by anyone other than a purchaser of the Shares.
Item 7. Exhibits.
Number Description
1.1 Underwriting Agreement dated as of June 6, 2002, by and among the Trust
and First Union Securities, Inc.
1.2 Pricing Agreement dated as of June 6, 2002, by and among the Trust and
First Union Securities, Inc.
5.1 Opinion of Hogan & Hartson L.L.P. as to the validity of the Shares.
8.1 Opinion of Hogan & Hartson L.L.P. as to certain tax matters.
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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: June 11, 2002 By: /s/ Dawn M. Becker
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Dawn M. Becker
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
Number Description
1.1 Underwriting Agreement dated as of June 6, 2002, by and among the Trust
and First Union Securities, Inc.
1.2 Pricing Agreement dated as of June 6, 2002, by and among the Trust and
First Union Securities, Inc.
5.1 Opinion of Hogan & Hartson L.L.P. as to the validity of the Shares.
8.1 Opinion of Hogan & Hartson L.L.P. as to certain tax matters.