SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Federal Realty Investment Trust
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Shares of Beneficial Interest, $.01 par value per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
313747206
------------------------------
(CUSIP Number)
December 31, 2001
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 7 pages
CUSIP No. 313747206 13G Page 2 of 7 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Security Capital Group Incorporated
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES -0-
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,372,405 Common Shares of Beneficial Interest
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING -0-
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,372,405 Common Shares of Beneficial Interest
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,372,405 Common Shares of Beneficial Interest
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.92% of the Common Shares of Beneficial Interest
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
HC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 313747206 13G Page 3 of 7 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Security Capital Research & Management Incorporated
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER
SHARES -0- Shares
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 2,372,405 Common Shares of Beneficial Interest
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING -0- Shares
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 2,372,405 Common Shares of Beneficial Interest
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,372,405 Common Shares of Beneficial Interest
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.92% of the Common Shares of Beneficial Interest
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IA
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Federal Realty Investment Trust
(b). Address of Issuer's Principal Executive Offices:
1626 East Jefferson Street, Rockville, Maryland 20852-4041
Item 2(a). Name of Person Filing:
Security Capital Group Incorporated, a corporation organized and
existing under the laws of Maryland ("SCGI").
(b). Address of Principal Business Office or, if None, Residence:
125 Lincoln Avenue, Santa Fe, New Mexico 87501
(c). Citizenship:
Maryland
(d). Title of Class of Securities:
Common Shares of Beneficial Interest, $.01 par value per share
(e). CUSIP Number:
313747206
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [_] Investment company registered under Section 8 of the
Investment Company Act;
(e) [_] An investment adviser in accordance with Rule 13d-1(b)
(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) |X| A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 4 of 7 pages
Item 4. Ownership.
(a). Amount Beneficially Owned:
SCGI beneficially owns 2,372,405 Common Shares of Beneficial
Interest by virtue of its position as the parent of Security
Capital Research & Management Incorporated.
(b). Percent of Class:
5.92% of the Common Shares of Beneficial Interest determined in
accordance with the provisions of Rule 13d-1 promulgated under
the Act.
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote:
None.
(ii). Shared power to vote or to direct the vote:
SCGI has shared power to vote or direct the vote of 2,372,405
Common Shares of Beneficial Interest.
(iii).Sole power to dispose or to direct the disposition of:
None.
(iv). Shared power to dispose or to direct the disposition of:
SCGI has shared power to dispose or to direct the disposition
of 2,372,405 Common Shares of Beneficial Interest.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Various persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of,
the Common Shares of Beneficial Interest. No one person's interest
in the Common Shares of Beneficial Interest is more than five
percent of the total outstanding Common Shares of Beneficial
Interest.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Page 5 of 7 pages
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of a Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 2002
SECURITY CAPITAL GROUP INCORPORATED
By:/s/ David T. Novick
----------------------------------
Name: David T. Novick
Title: Senior Vice President
Page 6 of 7 pages
EXHIBIT A
Pursuant to the instructions in Item 7 of this Schedule 13G, the
identity and the Item 3 classification of the relevant subsidiary are:
Security Capital Research & Management Incorporated, 11 S. LaSalle Street,
2nd Floor, Chicago, Illinois 60603, an indirect wholly-owned subsidiary of
Security Capital Group Incorporated and a registered investment adviser
under Section 203 of the Investment Advisers Act of 1940.
Page 7 of 7 pages