As filed with the Securities and Exchange Commission on November 5, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
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FEDERAL REALTY INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
District of Columbia 52-0782497
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1626 East Jefferson Street
Rockville, Maryland 20852
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(Address of principal executive offices) (Zip code)
FEDERAL REALTY INVESTMENT TRUST AMENDED AND RESTATED 1993 LONG-TERM
INCENTIVE PLAN
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(Full title of plan)
Steven J. Guttman, President and Chief Executive Officer
1626 East Jefferson Street
Rockville, Maryland 20852
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(Name and address of agent for service) (Zip code)
(301) 998-8100
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(Telephone number of agent for service)
Copy to:
Thomas F. Cooney, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
Page 1 of 6 pages
Exhibit Index is on page 6.
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share(1) price(1) fee(1)
- ------------------- ---------- ------------ ----------- ------------
Common shares of
beneficial interest 2,000,000 $25.7188 $51,437,600 $15,587
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(1) Inserted solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average of
the high and low sales prices for the Registrant's common shares of beneficial
interest on the New York Stock Exchange, Inc. on November 4, 1997.
-2-
This Registration Statement covers additional securities of the same class
as other securities for which the Registration Statement (No.33-60252) filed on
this form relating to an employee benefit plan is effective, which is hereby
incorporated by reference.
Item 8. Exhibits.
The following are filed herewith as part of this Registration Statement:
Exhibit No. Exhibit
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5.1 Opinion of Kirkpatrick & Lockhart LLP as to the legality of the
securities being registered
24.1 Consent of Grant Thornton LLP
24.2 The Consent of Kirkpatrick & Lockhart LLP to the use of their
opinion as an exhibit to this Registration Statement is included
in their opinion filed herewith as Exhibit 5.1
25 Power of Attorney
-3-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockville, State of Maryland, on this 31st day
October, 1997.
FEDERAL REALTY INVESTMENT TRUST
By: /s/ Steven J. Guttman
----------------------------
Steven J. Guttman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven J. Guttman attorney-in-fact, with
the power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Dennis L. Berman Trustee October 31, 1997
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Dennis L. Berman
/s/ Kenneth D. Brody Trustee October 31, 1997
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Kenneth D. Brody
Trustee
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A. Cornet de Ways Ruart
/s/ Kristin Gamble Trustee October 31, 1997
- ------------------------------
Kristin Gamble
/s/ Samuel J. Gorlitz Trustee October 31, 1997
- ------------------------------
Samuel J. Gorlitz
/s/ Steven J. Guttman
- ------------------------------ President, Chief October 31, 1997
Steven J. Guttman Executive Officer
and Trustee
(Principal
Executive Officer)
-4-
/s/ Walter F. Loeb Trustee October 31, 1997
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Walter F. Loeb
/s/ Donald H. Misner Trustee October 31, 1997
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Donald H. Misner
/s/ Mary Jane Morrow Senior Vice President October 31, 1997
- ------------------------ and Treasurer
Mary Jane Morrow (Principal Financial
Officer)
/s/ Mark S. Ordan Trustee October 31, 1997
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Mark S. Ordan
/s/ George L. Perry Trustee October 31, 1997
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George L. Perry
/s/ Cecily A. Ward Controller October 31, 1997
- ------------------------ (Principal Accounting
Cecily A. Ward Officer)
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EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
- ----------- ----------- ----------
4.1 Federal Realty Investment Trust Amended and
Restated 1993 Long-Term Incentive Plan, filed
with the SEC on October 30, 1997 as Exhibit 99
to the Trust's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997, is
incorporated herein by reference thereto --
4.2 The Trust's Third Amended and Restated
Declaration of Trust dated May 24, 1984,
filed with the SEC on July 5, 1984 as
Exhibit 4 to the Trust's Registration
statement on Form S-2 (No. 2-92057) is
incorporated herein by reference thereto --
4.3 Bylaws of the Trust, filed with the SEC as
an Exhibit to the Trust's Current Report on
Form 8-K dated February 20, 1985 as most
recently amended and filed with the Commission
as portions of Item 6 to the Trust's Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1996, is incorporated herein by
reference thereto --
5.1 Opinion of Kirkpatrick & Lockhart as to the
legality of the securities being registered 7
24.1 Consent of Grant Thornton LLP 9
24.2 The consent of Kirkpatrick & Lockhart to
the use of their opinion as an exhibit to
this Registration Statement is included in
their opinion filed herewith as Exhibit 5.1 --
25 Power of Attorney See page 4
- 6 -
Exhibit 5.1
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036
November 5, 1997
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852
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 Rockville, Marlyland ("Trust"), relating to the
issuance of 2,000,000 common shares of beneficial interest, no par or stated
value ("Shares"), issued pursuant to awards to be made under the Trust's Amended
and Restated 1993 Long-Term Incentive Plan (the "Plan").
We have participated in the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") relating to the Plan 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 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.
Federal Realty Investment Trust
November 5, 1997
Page 2
Based upon the foregoing and subject to the qualifications set forth
below, we are of the opinion that:
The Shares have been duly authorized by the Trust and when delivered
against payment therefor as contemplated in the Registration Statement, the
Shares will be legally issued, fully paid and non-assessable, except as
described in the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement filed with the Securities and Exchange Commission on
November 5, 1997.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Thomas F. Cooney, III
--------------------------
Thomas F. Cooney, III
Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We have issued our reports dated February 5, 1997, accompanying the
consolidated financial statements of Federal Realty Investment Trust appearing
in the 1996 Annual Report of the Trust to its shareholders and accompanying the
schedules included in the Annual Report on Form 10-K for the year ended December
31, 1996, which are incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in this Registration Statement of the
aforementioned reports.
Washington, D.C. /s/ Grant Thornton LLP
November 5, 1997
