As filed with the Securities and Exchange Commission on August 12, 2002
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEDERAL REALTY INVESTMENT TRUST
(Exact name of registrant as specified in its governing instrument)
Maryland 52-0782497
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
1626 East Jefferson Street
Rockville, MD 20852
(301) 998-8100
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Dawn M. Becker
Vice President, General Counsel and Secretary
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, MD 20852
(301) 998-8100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
James E. Showen
Kevin L. Vold
HOGAN & HARTSON L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-63619
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities Proposed Maximum Amount of
Being Registered (1) Aggregate Offering Price (2) Registration Fee (3)(4)
---------------------------------------------------------------------------------------------------------------------
Debt Securities, Preferred Shares, Common Shares $26,419,500 $2,431
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(1) This registration statement also covers delayed delivery contracts that may
be issued by the registrant under which the part purchasing such contracts
may be required to purchase Debt Securities, Preferred Shares or Common
Shares. Such contracts may be issued together with the securities to which
they relate. In addition, securities registered hereunder either may be
sold separately or as units comprised of more than one type of security
registered hereunder.
(2) In U.S. dollars or the equivalent thereof in one or more foreign currencies
(such as European Currency Units).
(3) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as
amended.
(4) A total of $500,000,000 of securities were registered under Registration
No. 333-63619, of which $132,097,500 remain unsold as of the date hereof. A
filing fee of $147,500 was previously paid with the earlier registration
statement (and a filing fee of $483 was paid in connection with $1,399,996
of securities carried forward onto such filing from the registrant's
Registration Statement on Form S-3 (Registration No. 33-63687)).
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The information included or
incorporated by reference in the Registration Statement on Form S-3 filed by
Federal Realty Investment Trust with the Securities and Exchange Commission,
File No. 333-63619, is incorporated by reference into this Registration
Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Rockville, Maryland, on this 12th day of August, 2002.
FEDERAL REALTY INVESTMENT TRUST
By: /s/ Steven J. Guttman
-------------------------
Steven J. Guttman
Chairman of the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 12th day of August, 2002.
Signature Title
--------- -----
/s/ Steven J. Guttman Chairman of the Board and Chief Executive Officer
-------------------------------------
Steven J. Guttman
/s/ Larry E. Finger Senior Vice President, Chief Financial Officer and Treasurer
------------------------------------- (Principal Financial and Accounting Officer)
Larry E. Finger
Trustee
-------------------------------------
Dennis L. Berman
/s/ Kristin Gamble Trustee
-------------------------------------
Kristin Gamble
/s/ Walter F. Loeb Trustee
-------------------------------------
Walter F. Loeb
/s/ Mark S. Ordan Trustee
-------------------------------------
Mark S. Ordan
Trustee
-------------------------------------
Amy B. Lane
Trustee
-------------------------------------
Joseph S. Vassalluzzo
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INDEX TO EXHIBITS
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the securities
being registered
23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit 5.1)
The consent of Arthur Andersen LLP, the registrant's former independent public
accountants for the years ended December 31, 1999, 2000 and 2001, could not be
obtained after reasonable efforts and, accordingly, is being omitted pursuant to
Rule 437a promulgated under the Securities Act of 1933, as amended. The absence
of a consent from Arthur Andersen may limit recovery by investors on certain
claims. In particular, and without limitation, investors will not be able to
assert claims against Arthur Andersen under Section 11 of the Securities Act. In
addition, the ability of Arthur Andersen to satisfy any claims (including claims
arising from Arthur Andersen's provision of auditing and other services to us)
may be limited as a practical matter due to the recent criminal conviction and
other recent events regarding that firm.
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