AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1995
REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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 DECLARATION OF TRUST)
DISTRICT OF COLUMBIA 52-0782497
(I.R.S. EMPLOYER
(JURISDICTION OF ORGANIZATION) IDENTIFICATION NUMBER)
4800 HAMPDEN LANE
BETHESDA, MARYLAND 20814
(301) 652-3360
(PRINCIPAL EXECUTIVE OFFICE AND TELEPHONE NUMBER AT THAT ADDRESS)
----------------
STEVEN J. GUTTMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
FEDERAL REALTY INVESTMENT TRUST
4800 HAMPDEN LANE
BETHESDA, MARYLAND 20814
(301) 652-3360
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
----------------
COPIES TO:
THOMAS F. COONEY, ESQ.
KIRKPATRICK & LOCKHART
1800 M STREET, N.W.
WASHINGTON, D.C. 20036
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
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. [_]
If the Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act of 1933, 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. [_]
THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATES TO THE
REMAINING COMMON SHARES OF BENEFICIAL INTEREST REGISTERED IN REGISTRATION
STATEMENT NO. 33-5956 AS PERMITTED BY RULE 429.
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH AMOUNT MAXIMUM AGGREGATE AMOUNT OF
CLASS OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE(1) FEE
- ------------------------------------------------------------------------------
Common Shares, no par or
stated value............. 1,000,000 $21 $21,000,000 $7,242
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based
upon the average of the high and low prices of the common shares reported
on the New York Stock Exchange on October 30, 1995.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[LOGO OF FEDERAL REALTY INVESTMENT TRUST APPEARS HERE]
DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN
No person has been authorized to give any information or to make any repre-
sentation not contained in this Prospectus. This Prospectus does not consti-
tute an offer of any securities other than those described on the cover page
or an offer to sell or a solicitation of an offer to buy within any jurisdic-
tion to any person to whom it is unlawful to make such offer or solicitation
within such jurisdiction.
QUESTIONS CONCERNING THE PLAN
Please address all correspondence concerning the Plan to:
American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
Federal Realty Investment Trust should be mentioned in all correspondence
and Plan participants should give the number of their account. American Stock
Transfer & Trust Company may be telephoned at (718) 921-8283 or (800) 732-
5449.
TABLE OF CONTENTS
PAGE
----
Available Information...................................................... 3
The Trust.................................................................. 3
The Plan................................................................... 4
Purpose.................................................................. 4
Advantages............................................................... 4
Eligibility.............................................................. 5
Administration........................................................... 5
Participation............................................................ 6
Costs.................................................................... 7
Purchases and Voluntary Cash Payments.................................... 7
Reports.................................................................. 10
Dividends................................................................ 10
Certificates for Shares.................................................. 10
Withdrawal from the Plan................................................. 11
Other Information........................................................ 13
Use of Proceeds............................................................ 15
Documents Incorporated by Reference........................................ 16
Indemnification of Trustees and Officers................................... 16
Experts.................................................................... 17
Legal Opinions............................................................. 18
PROSPECTUS
FEDERAL REALTY INVESTMENT TRUST
The Dividend Reinvestment and Share Purchase Plan ("Plan") of Federal Realty
Investment Trust ("Trust") provides holders of record of the Trust's common
shares of beneficial interest, no par value ("Shares"), with a convenient and
economical way to acquire additional new Shares without payment of any broker-
age commission or service charge.
The Plan provides that all or a portion of the cash dividends on Shares reg-
istered in the participants' names and enrolled in the Plan are automatically
reinvested in full and fractional Shares. Participants may also purchase addi-
tional Shares by making voluntary cash payments, which are invested monthly.
Voluntary cash payments may not be less than $50 nor more than $15,000 in any
period between monthly investment dates, and may not exceed $15,000 in each
quarterly period between regular dividend payment dates.
The price of Shares purchased with reinvested dividends or voluntary cash
payments will be the average price of Shares, as published in "The Wall Street
Journal" report of New York Stock Exchange--Composite Transactions, for the
period of five trading days ending on the day of purchase.
Holders of Shares who do not choose to participate in the Plan will continue
to receive cash dividends, as declared, in the usual manner.
American Stock Transfer & Trust Company acts as Agent for shareholders under
the Plan.
This Prospectus relates to the authorized but unissued Shares registered for
purchase under the Plan.
The Shares for sale registered under the Plan have been listed on the New
York Stock Exchange subject to official notice of issuance.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
The date of this Prospectus is November 3, 1995
2
AVAILABLE INFORMATION
Federal Realty Investment Trust is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended, and in accordance there-
with files reports and other information with the Securities and Exchange Com-
mission. Reports, proxy statements and other information can be inspected and
copied at the Public Reference Section maintained by the Securities and Ex-
change Commission at Room 1024, 450 Fifth Street, N.W., Washington D.C. 20549;
Midwest Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illi-
nois 60661; and Northeast Regional Office, 7 World Trade Center, New York, New
York 10048. Such reports, proxy statements and other information concerning
the Trust can also be inspected at the office of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
The Trust will provide without charge, upon written or oral request by any
person to whom this Prospectus is delivered, a copy of any or all of the docu-
ments which have been incorporated by reference in this Prospectus, other than
exhibits to such documents. Any such request should be directed to:
KATHY KLEIN, VICE PRESIDENT--CORPORATE COMMUNICATIONS
FEDERAL REALTY INVESTMENT TRUST
4800 HAMPDEN LANE, SUITE 500
BETHESDA, MARYLAND 20814
(301) 652-3360 or (800) 658-8980
THE TRUST
Federal Realty Investment Trust ("Trust"), organized in 1962 as a District
of Columbia business trust of unlimited duration, is an owner, operator and
redeveloper of community and neighborhood shopping centers and retail build-
ings. The Trust operates in a manner intended to qualify as a real estate
invest-
3
ment trust pursuant to provisions of the Internal Revenue Code. The offices of
the Trust are located at 4800 Hampden Lane, Suite 500, Bethesda, Maryland
20814. Its telephone number is (301)652-3360 or (800) 658-8980. The obliga-
tions of the Trust are not personally binding upon, nor shall any recourse be
had to, or to the private property of, any of the Trustees, shareholders, of-
ficers, employees or agents of the Trust, but a claimant shall look solely to
the property of the Trust for satisfaction of any claim.
THE PLAN
The Dividend Reinvestment and Share Purchase Plan for holders of the Trust's
common shares of beneficial interest is set forth and explained in the follow-
ing questions and answers.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide shareholders with a convenient and ec-
onomical way of investing cash dividends in additional Shares and making vol-
untary cash investments in Shares, in each case without payment of any broker-
age commission or service charge. Because such additional Shares will be pur-
chased directly from the Trust, the Trust will receive additional funds to
make real estate investments, make improvements to Trust properties, repay in-
debtedness, and use for working capital and other purposes.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
. NO BROKERAGE FEES. There are no brokerage fees, commissions or service
charges on Shares purchased through the Plan, either with reinvested dividends
or with voluntary payments.
4
. VOLUNTARY CASH INVESTMENT IN SHARES. Participants in the Plan ("Partici-
pant" or "you") may purchase additional Shares by making voluntary cash pay-
ments of not less than $50 nor more than $15,000 in any period between monthly
investment dates up to a maximum of $15,000 in each quarterly period between
regular dividend payment dates.
. CUSTODY OF SHARE CERTIFICATES. Certificates for Shares credited to Partic-
ipants' accounts under the Plan receive safekeeping at no cost to Partici-
pants.
. RECORD-KEEPING. Regular statements of account will be mailed to Partici-
pants after each investment to provide simplified record-keeping.
ELIGIBILITY
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All shareholders are eligible to participate in the Plan. If your Shares are
registered in a name other than your own (e.g., in the name of a broker, bank
or nominee) and you want to participate, you must either make appropriate ar-
rangements for your broker, bank or nominee to become a Participant or you
must become a shareholder of record by having a part or all of your Shares
transferred to your own name. To have Shares of which you are the beneficial
owner re-registered in your name, you must request your broker, bank or nomi-
nee to send you a certificate representing such Shares. A broker, bank or
other nominee who wishes to participate in the Plan may do so but only with
respect to all Shares held by the broker, bank or nominee.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR THE PARTICIPANTS?
American Stock Transfer & Trust Company ("Agent") administers the Plan and
acts as agent for the Participants.
5
PARTICIPATION
5. HOW DOES A SHAREHOLDER PARTICIPATE IN THE PLAN?
A shareholder may join the Plan by completing the attached authorization
card and returning it to American Stock Transfer & Trust Company, 40 Wall
Street, New York, NY 10005.
6. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
Shareholders may join the Plan at any time. If the authorization card is re-
ceived by the Agent on or before the record date for the payment of the next
dividend, reinvestment will begin with that dividend. If the authorization
card is received in the period between any dividend record date and payment
date, that dividend will be paid in cash and the shareholder's initial divi-
dend reinvestment will begin with the next dividend.
Voluntary cash payments may be made when joining the Plan.
7. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The authorization card provides for the purchase of additional Shares
through the following investment options:
(a) Full Dividend Reinvestment directs the investment of all of your
cash dividends on all of the Shares then or subsequently registered in
your name, and also permits you to make voluntary cash payments for the
purchase of additional Shares in accordance with the Plan.
(b) Partial Dividend Reinvestment directs the investment of the cash
dividends on that number of shares registered in your name which are
designated in the appropriate space on the authorization card, and also
permits you to make voluntary cash payments for the purchase of addi-
tional Shares in accordance with the Plan.
6
You may select either of the above investment options. A shareholder may not
elect to make only voluntary cash payments under the Plan. To participate in
the Plan, a shareholder must direct the Agent to reinvest dividends on at
least one (1) Share held of record by the shareholder. Once so enrolled, a
shareholder may elect to make voluntary cash payments.
8. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
As a Participant, you may change investment options or modify the number of
Shares designated under the Partial Dividend Reinvestment option at any time
by completing a new authorization card and returning it to the Agent at the
address set forth on the authorization card. Any such change will become ef-
fective as of the dividend record date following the date the authorization
card is received by the Agent.
COSTS
9. WHAT COSTS DO PARTICIPANTS PAY FOR THEIR PURCHASES OF SHARES UNDER THE
PLAN?
None. There are no brokerage fees on purchases. All costs of administration
of the Plan are paid by the Trust, except that Participants may incur certain
costs in connection with their withdrawal from the Plan if they direct the
Agent to sell their Shares.
PURCHASES AND VOLUNTARY CASH PAYMENTS
10. WHAT IS THE SOURCE OF THE SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan come from the legally authorized but
unissued Shares of the Trust. Shares will not be purchased in the open market.
7
11. WHEN WILL DIVIDENDS AND VOLUNTARY CASH PAYMENTS BE INVESTED IN SHARES?
On each dividend payment date (which normally occurs on the fifteenth day of
January, April, July and October of each year) the Agent will invest the divi-
dends of all Plan Participants in new Shares. The dividend payment date is the
investment date for reinvested dividends. In any month in which a cash divi-
dend on Shares is paid, voluntary cash payments will also be invested as of
the dividend payment date. In all other months the investment date for volun-
tary cash payments will be as of the fifteenth day of the month, or if the
fifteenth day is not a business day, the immediately preceding business day.
12. HOW MANY SHARES WILL BE PURCHASED WITH A PARTICIPANT'S DIVIDENDS AND
VOLUNTARY CASH PAYMENTS?
The number of full and fractional Shares (calculated to three decimal
places) purchased with a Participant's dividends and voluntary cash payments
will be determined by dividing the aggregate amount of dividends and voluntary
cash payments, if any, by the applicable purchase price of Shares.
13. WHAT WILL BE THE PRICE FOR SHARES PURCHASED UNDER THE PLAN?
The price of Shares purchased from the Trust with reinvested cash dividends
and with voluntary cash payments will generally be the average of the daily
high and low sales prices for the Trust's Shares (as published in The Wall
Street Journal report of New York Stock Exchange--Composite Transactions) for
the period of five trading days ending on the applicable investment date or,
if the New York Stock Exchange is closed on the investment date, the five
trading days immediately preceeding the investment date.
8
14. HOW DOES A PARTICIPANT MAKE VOLUNTARY CASH PAYMENTS?
Shareholders enrolling in the Plan may make an initial voluntary cash pay-
ment by mailing a check or money order with an executed authorization card to
the Agent at the address set forth below. After an authorization card has been
received by the Agent, voluntary cash payments may be made by mailing a check
or money order together with a properly executed copy of the form for such
purpose which will accompany the account statement sent to Participants. All
checks and money orders must be payable to "American Stock Transfer and Trust
Co.,/FRT." Do not send cash. Voluntary cash payments must be received on or
before the dividend record date prior to a particular investment date, and
checks or other drafts must clear prior to such investment date, for a volun-
tary cash payment to be invested on such investment date.
Shares purchased with voluntary cash payments will be held by the Agent and
credited to your account under the Plan. Thereafter, dividends on such Shares
will automatically be fully reinvested in additional Shares unless such Shares
are withdrawn from the Plan.
Plan Participants making voluntary cash payments to purchase additional
Shares are urged to mail their payments so that they reach the Agent by the
tenth day of the month. Payments should be mailed to American Stock Transfer &
Trust Company, 40 Wall Street, New York, NY 10005. Voluntary cash payments
which are received by the Agent after the investment date in any month will be
applied to the purchase of Shares on the next following investment date. On
written request from a Participant, the Agent will return any uninvested vol-
untary cash payments if the Agent receives the request at least 72 hours prior
to the investment date. Participant's funds held by the Agent will not earn
interest.
9
15. ARE THERE ANY LIMITATIONS ON VOLUNTARY CASH PAYMENTS?
Yes. A Participant may make voluntary cash payments during the period be-
tween each monthly investment date of not less than $50 nor more than $15,000.
The aggregate limit for voluntary investments during each quarterly period be-
tween regular dividend payment dates is $15,000.
REPORTS
16. WHAT REPORTS WILL PARTICIPANTS RECEIVE?
Following each purchase of Shares for a Participant under the Plan, the
Agent will mail a statement of account showing the amounts invested, the num-
ber of Shares purchased, and the purchase price on the investment date. These
statements should be retained for income tax purposes. During the year Partic-
ipants will receive copies of the same materials sent to all Trust sharehold-
ers, including the Trust's quarterly and annual reports, proxy statements and
other information concerning annual shareholder meetings.
DIVIDENDS
17. WILL DIVIDENDS BE PAID ON SHARES HELD IN PARTICIPANTS' ACCOUNTS UNDER THE
PLAN?
Yes. Cash dividends for all full and fractional Plan Shares credited to Par-
ticipants' accounts are automatically reinvested in additional Shares and
added to Participants' accounts.
CERTIFICATES FOR SHARES
18. DO PARTICIPANTS RECEIVE CERTIFICATES FOR SHARES PURCHASED UNDER THE PLAN?
Certificates will be issued by the Trust to the Agent to be held for the ac-
counts of Participants.
10
This complimentary custodial service provides protection against loss, theft
or destruction of stock certificates.
19. WHAT ARE THE CONSEQUENCES IF A PARTICIPANT REQUESTS CERTIFICATES?
You may at any time request the Agent to send certificates for any full
Shares credited to your account. A request for a certificate for whole Shares
does not terminate participation in the Plan as long as you remain in the Plan
and own, either directly or under your Plan account, one full Share. Any frac-
tional Share balance will continue to be maintained to the credit of the Par-
ticipant's account.
20. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
When issued, certificates for full Shares will be registered in the name in
which your Plan account is maintained. For holders of record, this generally
will be the name in which Share certificates are registered at the time you
enroll in the Plan.
21. MAY SHARES IN A PLAN ACCOUNT BE PLEDGED?
No. If you want to pledge Shares credited to your Plan account, you must re-
quest certificates for those Shares.
WITHDRAWAL FROM THE PLAN
22. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A Participant may withdraw from the Plan at any time by written request to
American Stock Transfer & Trust Company, 40 Wall Street, New York, NY 10005.
If the withdrawal request is received on or after the record date for deter-
mining the shareholders entitled to receive the next dividend, that dividend
will be reinvested in Shares for the Participant's account on the dividend
payment date, and the request for withdrawal will be processed promptly there-
after. Any voluntary cash payments sent to the Agent prior
11
to a withdrawal request will also be invested in Shares on the next investment
date unless the Participant requests in writing the return of the payments at
least 72 hours before the investment date.
Whenever a Participant no longer owns Shares directly and owns less than one
full Share under the Plan, the Agent is authorized to withdraw the Participant
from the Plan.
23. WHAT HAPPENS AFTER A PARTICIPANT WITHDRAWS FROM THE PLAN?
When a Participant withdraws from the Plan, or upon termination of the Plan
by the Trust, a certificate for the full Shares held in the Participant's Plan
account and cash for any fractional Share held in that account will be mailed
to the Participant.
Upon withdrawal from the Plan, you may request the Agent to sell all of your
Shares in the Plan account. In that case, the sale will be made as promptly as
possible after processing the withdrawal request, and the Agent will pay you
the proceeds of the sale, less any applicable brokerage commission or charge.
If the withdrawal request is received on or after the record date for deter-
mining the shareholders entitled to receive the next dividend, the processing
of the withdrawal request, and hence the sale, will be delayed until after the
dividend payment date.
After withdrawal from the Plan has become effective, you will receive all
dividends in cash unless and until you rejoin the Plan.
24. WHAT HAPPENS TO A PARTICIPANT'S FRACTIONAL SHARE UPON WITHDRAWAL FROM THE
PLAN OR IF THE PLAN IS TERMINATED?
When a Participant withdraws from the Plan, or if the Plan is terminated by
the Trust, a cash
12
adjustment representing any fraction of a Share then credited to the Partici-
pant's Plan account will be paid. The cash payment will be based upon the
closing price of the Shares, on the day the withdrawal request is received or
on the day the Plan is terminated.
25. WHEN MAY A SHAREHOLDER REJOIN THE PLAN?
Generally, a shareholder may again become a Participant at any time.
OTHER INFORMATION
26. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS SOME OR ALL OF THE
SHARES REGISTERED IN HIS OR HER NAME?
If you dispose of all or a portion of the Shares for which you hold certifi-
cates, the Agent will continue to reinvest dividends on Shares credited to
your Plan account in additional Shares unless and until a written request to
withdraw such Shares from your Plan account is received by the Agent.
If you dispose of a portion of your Shares and you have directed the Agent
to reinvest dividends on some of your Shares (e.g., Partial Dividend Reinvest-
ment), you should provide new written instructions to the Agent on how to han-
dle your account. If the Agent does not receive new instructions, it may, in
its discretion, pay cash dividends on all of your remaining Shares.
27. WHAT EFFECT DOES THE DISPOSAL OF ALL SHARES HELD DIRECTLY BY A PARTICIPANT
HAVE ON A PARTICIPANT'S PLAN ACCOUNT?
None, as long as you have at least one full Share in your Plan account. Div-
idends on your Plan Shares and any voluntary cash payments would continue to
be invested under the Plan in additional Shares.
13
28. WHAT HAPPENS IF THE TRUST ISSUES A STOCK DIVIDEND, DECLARES A STOCK SPLIT,
OR HAS A RIGHTS OFFERING?
Any stock dividends or split Shares distributed by the Trust on Shares held
in the Plan will be credited to the Participants' accounts.
29. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT ANNUAL OR SPECIAL
MEETINGS OF SHAREHOLDERS?
You will receive a proxy to vote the number of full Shares held in your Plan
account. Fractional Shares in Plan accounts will not be voted. The Shares in
the Plan account may only be voted by proxy and not in person at the meeting.
If no instructions are indicated on a properly signed and returned proxy
card, a Participant's Shares in the Plan account will be voted in accordance
with the recommendations of the Trust's management. If the proxy card is not
returned or is returned unsigned, the Participant's Shares will not be voted.
Shares held by you outside of the Plan may be voted by proxy or in person at
the meeting.
30. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Cash dividends reinvested for you under the Plan in full or fractional
Shares will still be taxable to you. Those considering participation in the
Plan are urged to consult with their own tax advisers for specific information
regarding the tax consequences of participation in the Plan. Reports will be
mailed to Participants during the year and after year end containing
information on your dividend income.
31. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While the Trust hopes to continue the Plan indefinitely, the Trust reserves
the right to suspend or terminate the Plan at any time. It also reserves the
right to make modifications to the Plan. Partic-
14
ipating shareholders will be informed of any such suspension, termination or
modification.
32. WHAT IS THE RESPONSIBILITY OF THE AGENT AND THE TRUST UNDER THE PLAN?
The Agent receives the Participants' dividends and voluntary payments, rein-
vests such receipts in additional Shares, maintains records of each Partici-
pant's account, holds in a nominee name all Shares purchased for Participants,
and advises Participants as to all transactions in and the status of their ac-
counts.
Neither the Trust nor the Agent nor its nominees shall have any liability
for any act done in good faith or for any good faith omission to act in con-
nection with the Plan, including without limitation, any claim or liability
arising out of failure to terminate a Participant's account upon his death
prior to receipt of written notice of death, nor shall they have any duties,
responsibilities or liabilities except such as are expressly set forth in the
Plan.
33. WHO BEARS THE RISK OF MARKET PRICE FLUCTUATIONS IN THE TRUST'S SHARES?
Your investment in Shares held in a Plan account is no different than an in-
vestment in directly held Shares in this regard. You bear the risk of loss and
the benefits of gain from market price changes for all of your Shares.
Neither the Trust nor the Agent can guarantee that Shares purchased under
the Plan will, at any particular time, be worth more or less than their pur-
chase price.
USE OF PROCEEDS
The Trust proposes to use the net proceeds from the sale of Shares pursuant
to the Plan, when and as received, to make real estate investments, to
15
make improvements to Trust properties, to repay indebtedness, and to use for
working capital and other purposes. The Trust has not yet determined the
amount of the proceeds which will be devoted to any one of these purposes. The
Trust has no basis for estimating precisely either the number of Shares that
ultimately may be sold pursuant to the Plan, or the prices at which such
Shares will be sold.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Trust with the Securities and Exchange
Commission are incorporated by reference in this Prospectus:
1. The Trust's Annual Report on Form 10-K for the year ended December
31, 1994.
2. The Trust's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995.
3. The Trust's Current Reports on Form 8-K filed with the Commission on
March 31, 1995, May 26, 1995, August 16, 1995 and September 22, 1995.
4. The information contained under the heading "Other Securities to be
Registered" included in the Trust's Registration Statement on Form 8-A,
File No. 1-7533, filed on May 8, 1975.
All documents filed by the Trust pursuant to Sections 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date of this Prospectus
and prior to the termination of the offering made by this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.
INDEMNIFICATION OF TRUSTEES AND OFFICERS
The Trust's Third Amended and Restated Declaration of Trust provides in sub-
stance that Trustees and officers of the Trust shall not be personally liable
16
to the Trust or to any other person with regard to the Trust's affairs, except
for their own bad faith, willful misconduct, gross negligence or reckless dis-
regard of duties, or failure to act in good faith in the reasonable belief
that their action was in the best interest of the Trust. The Trust indemnifies
and holds harmless each Trustee and officer against all claims, liabilities
and expenses in connection with the defense or disposition of any lawsuit
threatened or brought by reason of his office, except as to any matter for
which he is personally liable as stated above.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted pursuant to the Third Amended and Re-
stated Declaration of Trust, or otherwise, the Trust has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act, and is, therefore, unenforce-
able. In the event that a claim for indemnification against such liabilities
(other than the payment by the Trust of expenses incurred or paid in the suc-
cessful defense of any action, suit or proceeding) is asserted in connection
with the securities being registered, the Trust will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
EXPERTS
The Consolidated Financial Statements and Schedules of the Trust as of De-
cember 31, 1994 and 1993 and for each of the years in the three year period
ended December 31, 1994 incorporated herein by reference have been incorpo-
rated herein in reliance on the reports dated February 10, 1995 of Grant
Thornton LLP, independent certified public accountants, also incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
17
With respect to the unaudited interim financial information included in the
Trust's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995
and June 30, 1995 which are incorporated herein by reference, Grant Thornton
LLP has applied limited procedures in accordance with professional standards
for a review of such information. However, as stated in their reports dated
May 5, 1995 and August 8, 1995 included in the Trust's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995 and incorpo-
rated by reference herein, they did not audit and they do not express an opin-
ion on that interim financial information. Accordingly, the degree of reliance
on their reports on such information should be restricted in light of the lim-
ited nature of the review procedures applied. Grant Thornton LLP is not sub-
ject to the liability provisions of Section 11 of the Securities Act of 1933
for their reports on the unaudited interim financial information because those
reports are not "reports" or a "part" of the registration statement prepared
or certified by an accountant within the meaning of Sections 7 and 11 of the
Securities Act.
The Statement of Revenue and Certain Expenses of Sidcor Finley Associates
for the year ended December 31, 1994, included in the Trust's Current Report
on Form 8-K filed with the Commission on September 22, 1995, incorporated by
reference herein, has been incorporated herein in reliance on the report dated
June 13, 1995 of Warady & Davis LLP, independent certified public accountants,
also incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
LEGAL OPINIONS
The legality of the Shares offered hereby has been passed upon for the Trust
by Kirkpatrick & Lockhart LLP, 1800 M Street, N.W., Washington, D.C. 20036.
Certain REIT tax matters relating to the Trust are being passed upon by
Goodwin, Procter & Hoar, Exchange Place, Boston, Massachusetts 02109.
18
Please fold and seal
FEDERAL REALTY INVESTMENT TRUST DIVIDEND REINVESTMENT ANDSHARE PURCHASE PLAN
AUTHORIZATION CARD
TO AMERICAN STOCK TRANSFER & TRUST COMPANY (AGENT)
I hereby appoint you as my Agent, subject to the Terms and Conditions of the
Dividend Reinvestment and Share Purchase Plan of Federal Realty Investment
Trust ("Trust"), set forth in the accompanying Prospectus, and authorize you,
to the extent indicated, to apply all cash dividends payable to me on Trust
Shares and all my voluntary cash investments to purchase full Shares and
fractional Shares of the Trust.
This appointment relates only to the Shares held by me in the account listed
below and all full Shares and fractional Shares acquired under the Plan. I
understand that I may terminate my participation at any time by notifying you
in writing.
I wish to participate in the Dividend Reinvestment and Share Purchase Plan on
the following basis (select one).
[_] FULL DIVIDEND REINVESTMENT. I want to reinvest dividends
on all Shares now or hereafter registered in my name or
held for me in the Plan by the Agent. I may also make
voluntary cash payments.
[_] PARTIAL DIVIDEND REINVESTMENT. I want to reinvest
dividends on only Shares registered in my name. I
understand that dividends on all Shares held for me in
the Plan by the Agent will be reinvested. I may also
make voluntary cash payments.
My initial voluntary investment is enclosed: $ (minimum
$50, maximum $15,000 per quarter). Check or money order
should be made payable to "American Stock Transfer and
Trust Co.,/FRT."
Please Print or Type:
- --------------------------------------
[_][_][_][_][_][_][_][_][_]
- -------------------------------------- SOCIAL SECURITY NUMBER OR TAXPAYER ID
NUMBER
NAME(S) OF PARTICIPANT(S) (AS IT
APPEARS ON YOUR STOCK CERTIFICATE(S)
AND/ OR DIVIDEND CHECK.)
- -------------------------------------- --------------------------------------
STREET ADDRESS SIGNATURE(S) OF PLAN PARTICIPANTS
- -------------------------------------- --------------------------------------
CITY STATE ZIP
- -------------------------------------- --------------------------------------
COUNTRY DATE
( )
- --------------------------------------
DAYTIME PHONE NUMBER
---------------
NO POSTAGE
NECESSARY
IF MAILED
AN THE
-------------------------------------------------- UNITED STATES
BUSINESS REPLY MAIL ---------------
FIRST CLASS MAIL PERMIT NO. 7694 NEW YORK, N.Y. ---------------
-------------------------------------------------- ---------------
POSTAGE WILL BE PAID BY ADDRESSEE ---------------
---------------
AMERICAN STOCK TRANSFER & TRUST COMPANY ---------------
40 WALL STREET, 46TH FLOOR ---------------
NEW YORK, NEW YORK 10269-0436 ---------------
---------------
---------------
[BAR CODE APPEARS HERE]
[LOGO OF FEDERAL REALTY INVESTMENT TRUST APPEARS HERE]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with the
offering contemplated by this Registration Statement:
SEC Registration Fee............................................... $ 7,242
Blue Sky Fees and Expenses......................................... 5,000
Printing and Engraving Costs....................................... 20,000
Accounting Fees and Expenses....................................... 1,000
Legal Fees and Expenses............................................ 1,000
Transfer Agent and Registrar's Fees................................ 5,000
Miscellaneous...................................................... 758
-------
Total.......................................................... $40,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Trust's Third Amended and Restated Declaration of Trust provides in
substance that Trustees and officers of the Trust shall not be personally
liable to the Trust or to any other person involving the Trust's affairs,
except for their own bad faith, willful misconduct, gross negligence or
reckless disregard of duties, or failure to act in good faith in the
reasonable belief that their action was in the best interest of the Trust. The
Trust indemnifies and holds harmless each Trustee and officer against all
claims, liabilities and expenses in connection with the defense or disposition
of any lawsuit threatened or brought by reason of his office, except as to any
matter for which a Trustee or officer is personally liable as stated above.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted pursuant to the Third Amended and Restated
Declaration of Trust or otherwise, the Trust has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Trust of expenses incurred or paid
in the successful defense of any action, suit or proceeding) is asserted in
connection with the securities being registered, the Trust will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS.
(5) Opinion regarding legality
(8) Opinion regarding tax matters
(15) Acknowledgement of Independent Accountants (included on page II-3)
(23)(a) Consents of Independent Accountants (included on page II-3)
(23)(b) Consents of Counsel (included in opinions)
(24) Power of Attorney (included on signature page)
II-1
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities Act
if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in this Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15 of this
Registration Statement or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than in payment by the registrant of expenses incurred or
paid by a director, officer or controlling person in the successful defense of
any action, suit or proceeding) is asserted against the registrant by such
director, officer or controlling person in connection with the securities
being registered hereby, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-2
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our reports dated February 10, 1995, accompanying the
consolidated financial statements of Federal Realty Investment Trust appearing
in the 1994 Annual Report of the Trust to its shareholders and accompanying
the schedules included in the Annual Reports on Form 10-K for the year ended
December 31, 1994 which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in this Registration
Statement and the related Prospectus of the aforementioned reports and to the
use of our name as it appears under the caption "Experts."
Grant Thornton LLP
Washington, D.C.
November 3, 1995
We have issued our report dated June 13, 1995 accompanying the Statement of
Revenue and Certain Expenses of Sidcor Finley Associates for the year ended
December 31, 1994 included in the Trust's Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 22, 1995, which are
incorporated by reference in this Registration Statement. We hereby consent to
the incorporation by reference of said report in this Registration Statement
and the related Prospectus and to the use of our name a it appears under the
caption "Experts."
Warady & Davis LLP
Deerfield, Illinois
November 3, 1995
ACKNOWLEDGEMENT OF INDEPENDENT ACCOUNTANTS
We hereby acknowledge our awareness of the use of our reports dated May 5,
1995 and August 8, 1995 included in the Trust's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1995 and June 30, 1995 incorporated by
reference in the Prospectus constituting part of this Registration Statement.
Such reports, pursuant to Rule 436(c) under the Securities Act of 1933, are
not considered a part of a registration statement prepared or certified by an
accountant or reports prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Securities Act.
Grant Thornton LLP
Washington, D.C.
November 3, 1995
CONSENTS OF COUNSEL
The consent of Kirkpatrick & Lockhart LLP is contained in its opinion filed
as Exhibit 5 to this Registration Statement.
The consent of Goodwin, Procter & Hoar is contained in its opinion filed as
Exhibit 8 to this Registration Statement.
II-3
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 THE STATE OF MARYLAND ON THIS 3RD DAY OF NOVEMBER 1995.
Federal Realty Investment Trust
/s/ Steven J. Guttman
By: _________________________________
STEVEN J. GUTTMAN, PRESIDENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS STEVEN J. GUTTMAN, HIS TRUE AND LAWFUL
ATTORNEY-IN-FACT AND AGENT, FOR HIM, WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STAND, IN ANY AND ALL
CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEY-IN-FACT AND
AGENT FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING
REQUISITE AND NECESSARY TO BE DONE, AS FULLY TO ALL INTERESTS AND PURPOSES AS
HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID
ATTORNEY-IN-FACT AND AGENT OR HIS SUBSTITUTE OR SUBSTITUTES MAY LAWFULLY DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS FORM S-3
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Steven J. Guttman President and November 3, 1995
- ------------------------------------- Trustee (Chief
STEVEN J. GUTTMAN Executive Officer)
/s/ Mary Jane Morrow Senior Vice November 3, 1995
- ------------------------------------- President Finance &
MARY JANE MORROW Treasurer (Chief
Financial Officer)
/s/ Cecily A. Ward Controller (Chief November 3, 1995
- ------------------------------------- Accounting Officer)
CECILY A. WARD
II-4
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Dennis L. Berman Trustee November 3, 1995
- -------------------------------------
DENNIS L. BERMAN
/s/ Kristin Gamble Trustee November 3, 1995
- -------------------------------------
KRISTIN GAMBLE
/s/ Samuel J. Gorlitz Trustee November 3, 1995
- -------------------------------------
SAMUEL J. GORLITZ
/s/ Morton S. Lerner Trustee November 3, 1995
- -------------------------------------
MORTON S. LERNER
/s/ Walter F. Loeb Trustee November 3, 1995
- -------------------------------------
WALTER F. LOEB
/s/ George L. Perry Trustee November 3, 1995
- -------------------------------------
GEORGE L. PERRY
/s/ Donald H. Misner Trustee November 3, 1995
- -------------------------------------
DONALD H. MISNER
Trustee November 3, 1995
- -------------------------------------
A. CORNET DE WAYS RUART
II-5
EXHIBIT INDEX
EXHIBIT NO. ITEM PAGE NO.
----------- ---- --------
(5) Opinion Regarding Legality.............................
(8) Opinion Regarding Tax Matters..........................
(15) Acknowledgement of Independent Accountants (included on
page II-3)............................................
(23) Consent of Independent Accountants (included on page
II-3).................................................
Consents of Counsel (included in opinions).............
(24) Power of Attorney (included on signature page).........
Exhibit 5
[LETTERHEAD OF KIRKPATRICK & LOCKHART LLP]
November 3, 1995
Federal Realty Investment Trust
4800 Hampden Lane, Suite 500
Bethesda, Maryland 20814
Ladies and Gentlemen:
You have requested our opinion as counsel to Federal Realty Investment
Trust, a business trust organized under the laws of the District of Columbia
with its headquarters located in Bethesda, Maryland ("Trust"), in connection
with the Trust's registration of 1,000,000 common shares of beneficial interest
of the Trust, no par or stated value ("Shares"), to be issued in connection
with the Trust's Dividend Reinvestment Plan, as described in the registration
statement on Form S-3 ("Registration Statement").
We have participated in the preparation of the Registration Statement and
the prospectus included therein ("Prospectus"), and in connection therewith,
have examined and relied upon the originals or copies of such records,
agreements, documents and other instruments, including the Third Amended and
Restated Declaration of Trust of the Trust ("Declaration of Trust"), the
Bylaws of the Trust, the minutes of the meetings of the Trustees to date
relating to the authorization and issuance of the Shares and have made such
inquiries of such officers and representatives as we have deemed relevant and
necessary as the basis for the opinion hereinafter set forth. In such
examination, we have assumed, without independent verification, the genuineness
of all signatures (whether original or photostatic), the legal capacity of
natural persons, the authenticity of all documents submitted to us as originals,
and the conformity to authentic original documents of all documents submitted to
us as certified or photostatic copies. We have assumed, without independent
verification, the accuracy of the relevant facts stated therein.
As to any other facts material to the opinion expressed herein that were
not independently established or verified, we have relied upon statements and
representations of officers and employees of the Trust.
Based upon the foregoing and subject to the qualifications set forth
below, we are of the opinion that, on the basis of such examination, the Trust
has been duly organized and is validly
[LETTERHEAD OF KIRKPATRICK & LOCKHART LLP]
Federal Realty Investment Trust
November 3, 1995
Page 2
existing under the laws of the District of Columbia as a voluntary business
association of the type commonly known as a business trust and that the Trust
has authority to issue an unlimited number of Shares, each without par value. It
also is our opinion that the Shares referred to in the Registration Statement,
when issued and sold as contemplated in the Registration Statement, will be
legally issued, fully paid and non-assessable and, except as hereinafter set
forth, no personal liability will attach to the ownership of such Shares.
The Declaration of Trust provides that the holders of the Shares shall not
be subject to any liability for the acts or obligations of the Trust and that
the funds and property of the Trust shall be solely liable for such acts or
obligations. The Declaration of Trust requires that, as far as practicable, each
written instrument creating an obligation of the Trust shall contain a provision
to such effect. We are of the opinion that no personal liability will attach to
the holders of the Shares in most jurisdictions for claims under any written
instrument containing such a provision, where adequate notice is given of such
provision. However, with respect to tort claims and contract claims where
shareholder liability is not so negated, claims for taxes and certain statutory
liabilities, a shareholder may, in some jurisdictions, be held liable to the
extent that claims are not satisfied by the Trust out of its assets or
insurance.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and we consent to the reference to our firm under the
caption ``Legal Opinions'' in the Prospectus.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By:
-----------------------------
Thomas F. Cooney, III
Exhibit 8
[LETTERHEAD OF GOODWIN, PROCTER & HOAR APPEARS HERE]
November 2, 1995
Federal Realty Investment Trust
4800 Hampden Lane
Suite 500
Bethesda, MD 20814
Re: Federal Tax Matters
-------------------
Ladies and Gentlemen:
This opinion is delivered to you in our capacity as special tax counsel to
Federal Realty Investment Trust (the "Trust") for your use in connection with
the Trust's Form S-3 Registration Statement filed with the Securities and
Exchange Commission on November 2, 1995 (the "Registration Statement") relating
to the Trust's Dividend Reinvestment and Share Purchase Plan. This opinion
relates to the Trust's qualification for federal income tax purposes as a real
estate investment trust ("REIT") under the Internal Revenue Code of 1986, as
amended (the "Code").
In rendering this opinion, we have reviewed and relied upon copies of the
Trust's federal income tax return on Form 1120-REIT dated June 28, 1988 for the
taxable year of the Trust ended December 31, 1987; on Form 1120-REIT dated
September 7, 1989 for the taxable year of the Trust ended December 31, 1988; on
Form 1120-REIT dated September 14, 1990 for the taxable year of the Trust ended
December 31, 1989; on Form 1120-REIT dated September 12, 1991 for the taxable
year of the Trust ended December 31, 1990; on Form 1120-REIT dated September 8,
1992 for the taxable year of the Trust ended December 31, 1991; on Form 1120-
REIT dated September 13, 1993 for the taxable year of the Trust ended December
31, 1992; on Form 1120-REIT dated September 9, 1994 for the taxable year of the
Trust ended December 31, 1993; and on Form 1120-REIT dated September 13, 1995
for the taxable year of the Trust ended December 31, 1994. We assume that each
of the foregoing returns was timely filed following timely filing of application
for automatic extension in each year.
We have reviewed and relied upon the description of the Trust, its
investments and its operations contained or incorporated by reference in the
Registration Statement and have had discussions with management of the Trust
concerning the investments and operations of the Trust. We have also reviewed
certain documents of the Trust relating to the ownership and
GOODWIN, PROCTOR & HOAR
Federal Realty Investment Trust
November 2, 1995
Page 2
operation of selected real estate properties, leasehold interests, and other
investments owned by the Trust, including management agreements relating to such
properties and leasehold interests and forms of leases relating to the Trust's
properties and leasehold interests, and we rely upon representations made to us
that such documents, forms of leases and management agreements are
representative of those existing and in effect for the other properties and
investments of the Trust.
Representations we have received from management of the Trust and from
Kirkpatrick & Lockhart, corporate counsel to the Trust, have also focused upon
the number and holdings of shareholders of the Trust; the past and present
distribution policy of the Trust; various record keeping requirements; and other
matters which we deem relevant and upon which we rely for purposes of rendering
this opinion, including without limitation the Trust's quarterly REIT compliance
workpapers for each quarter of the Trust commencing January 1, 1987 and ending
June 30, 1995 as prepared by Grant Thornton, independent auditors for the Trust.
Except as specifically noted herein, we have not made an independent
investigation of any of the facts set forth in such representations or
workpapers. We have also assumed, without investigation, that all documents,
certificates, warranties and covenants on which we have relied in rendering the
opinion set forth below and that were given and dated earlier than the date of
this letter continue to remain accurate, insofar as relevant to the opinion set
forth herein, from such earlier date through and including the date of this
letter.
Our activities described in the immediately preceding two paragraphs relate
to the periods covered by the aforementioned tax returns and to the present
investments and operations of the Trust. With respect to the qualification of
the Trust as a REIT for taxable years prior to 1987 we have relied exclusively
and without any investigation on our part on the opinions of Kirkpatrick &
Lockhart dated April 30, 1987 and of Content, Tatusko, Patterson & Weinberger
dated March 18, 1985 adopted by Green Stewart & Farber, P.C. as to the
qualification of the Trust as a REIT for the taxable years ended December 31,
1982 through December 31, 1986.
Based upon the foregoing, we are of the opinion that the Trust has
qualified as a REIT for the taxable years ended December 31, 1985 through
December 31, 1994; that the form of organization of the Trust and its current
operations, assets and contemplated income are such that the Trust is in a
position under present law to so qualify for the taxable year ending December
31, 1995; and that the Trust should so qualify for the taxable year ending
December 31, 1995 and thereafter provided that the Trust continues to meet the
asset composition, source of income, shareholder diversification, distributions,
record-keeping and other requirements of the Code necessary for the Trust to
qualify as a REIT.
GOODWIN, PROCTER & HOAR
Federal Realty Investment Trust
November 2, 1995
Page 3
We wish to point out that our opinion is not binding on the Internal
Revenue Service and, without limiting our opinion, we note that there can be no
assurance that all of the requirements for qualification as a REIT for any
particular taxable year have in fact been met until the return for such taxable
year has been reviewed by the Internal Revenue Service or the period for such
review has expired.
We consent to this opinion being filed as an exhibit to the Registration
Statement and to the reference to our firm in the Registration Statement.
Very truly yours,
Goodwin, Procter & Hoar
GOODWIN, PROCTER & HOAR
