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Form 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FEDERAL REALTY INVESTMENT TRUST OF 1934
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(Exact name of registrant as specified in its charter)
District of Columbia 52-0782497
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(Address of incorporation or organization) (I.R.S. Employer Identification No.)
1626 East Jefferson Street, Rockville, Maryland 20852
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(State of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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7.95% Series A Cumulative New York Stock Exchange
Redeemable Preferred Shares (No Par
Value per share) (Liquidation Preference
$25.00 per share)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box [ ]
Securities Act registration statement file number to which this form
relates:
33-63687
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable.
Item 1. Description of Registrant's Securities to be registered.
The information set forth under the caption "Description of Series A
Preferred Shares" in the Registrant's Prospectus Supplement dated October 1,
1997 and under the caption "Description of Preferred Shares" in the Registrant's
Prospectus dated November 7, 1995 filed with the Commission on October 2, 1997
under Rule 424(b)(2) as a form of prospectus used after the effectiveness of the
Registrant's registration statement on Form S-3 (Registration No. 33-63687)
covering the offer and sale of shares of the class of the securities to be
registered hereby, is incorporated herein by reference.
Item 2. Exhibits
The exhibits to this registration statement are listed in the Exhibit
Index, which appears after the signature page and is incorporated herein by
reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
FEDERAL REALTY INVESTMENT TRUST
By: /s/ M.J. Morrow
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Name: M.J. Morrow
Title: Senior Vice President and Treasurer
EXHIBIT INDEX
Exhibit Number Description
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4.1 Statement of Designations for 7.95% Series A Cumulative
Redeemable Preferred Shares (No Par Value per share)
(Liquidation Preference $25.00 per share) (incorporated by
reference to Exhibit 4 of the Registrant's Current Report on
Form 8-K filed with the Securities and Exchange Commission
on October 3, 1997_
4.2 Form of Certificate of 7.95% Series A Cumulative Redeemable
Preferred Shares (No Par Value per share)(Liquidation
Preference $25.00 per share)
7.95% SERIES A CUMULATIVE REDEEMABLE PREFERRED SHARES
(NO PAR VALUE)
SEE REVERSE SIDE FOR CERTAIN RESTRICTIONS CUSIP #_______________
THIS CERTIFIES THAT
is the owner of 4,000,000
fully paid and non-assessable Series A Preferred Shares of Federal Realty
Investment Trust, a real estate investment trust organized under the laws of the
District of Columbia (the "Trust") transferable only on the books of the Trust
by the holder thereof in person or by duly authorized Attorney upon the
surrender of this Certificate properly endorsed.
The Preferred Shares evidenced by this Certificate are subject to a
Third Amended and Restated Declaration of Trust, as amended from time to time,
which Third Amended and Restated Declaration of Trust is filed and of record
under the laws of the District of Columbia and is hereby incorporated in and
made a part of this Certificate. The holder hereof has no interest, legal or
equitable, in any specific property of the Trust. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Trust and the facsimile signatures of
its duly authorized officers.
DATED:
Trustee Countersigned and Registered:
American Stock Transfer & Trust Company,
Transfer Agent
and Registrar
Vice President Authorized Signature
FEDERAL REALTY INVESTMENT TRUST
THE THIRD AMENDED AND RESTATED DECLARATION OF TRUST ON FILE IN THE DISTRICT OF
COLUMBIA SETS FORTH A FULL STATEMENT OF (A) ALL OF THE DESIGNATIONS,
PREFERENCES, RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATION AS TO DIVIDENDS,
QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION, AND OTHER RELATIVE
RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE
AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN
SERIES, THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE
SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE AUTHORITY OF THE
BOARD OF TRUSTEES TO SET THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT
SERIES OF PREFERRED SHARES. THE TRUST WILL FURNISH A COPY OF SUCH STATEMENT TO
ANY HOLDER OF SHARES WITHOUT CHARGE ON REQUEST TO THE TRUST AT ITS PRINCIPAL
PLACE OF BUSINESS.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed a though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- --------------------------------
(Cust.) (Minor)
TEN ENT -- as tenant by the entireties
JT TEN -- as joint tenants with the under Uniform Gifts to Minors Act
right of survivorship and not as
tenants in common ---------------------------------
(State)
UNIF TRF MIN ACT -- --------------------------------
(Cust.) (Minor)
(until age _____________)
under Uniform Transfers
to Minors Act
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(State)
Additional abbreviations may be used though not in the above list
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(State)
Additional abbreviations may be used though not in the above list.
For Value Received, ____________________________________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE.
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
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- ------------------------------------------------------ Series A Preferred Shares
represented by the within Certificate, and do hereby irrevocably constitute
and appoint --------------------------------------------------------------------
______________________________________________________________________ Attorney
to transfer the said shares on the books of the within named Trust with full
power of substitution in the premises.
Dated ______________ _____________________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the form of the Certificate in every
particular, without alteration or enlargement
or any change whatever.