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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 10, 1998
Federal Realty Investment Trust
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(Exact name of registrant as specified in its charter)
District of Columbia 1-7533 52-0782497
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(State or other jurisdiction (Commission File Number) (IRS Employer of
of incorporation identification No.)
1626 East Jefferson Street, Rockville, Maryland 20852
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 301/998-8100
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Exhibit Index appears on page 3
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Item 5. Other Events
Exhibits are filed herewith in connection with Federal Realty Investment
Trust's Pricing Supplements No. 2 and 3 to its Prospectus Supplement, dated
April 17, 1997, to its Prospectus dated November 7, 1995 (Registration No.
33-63687), filed with the Securities and Exchange Commission on March 6, 1998
and relating to the issue and sale by the Trust of $39,500,000 of its 6.74%
Medium-Term Notes due March 10, 2004, and $40,500,000 of its 6.99% Medium-Term
Notes due March 10, 2006 (together, "Notes"). Attached as Exhibit 5 hereto is an
opinion from Kirkpatrick & Lockhart LLP regarding the legality of the Notes. The
consent of Kirkpatrick & Lockhart LLP to the inclusion of such opinion in this
Form 8-K is included in the opinion.
Item 7. Financial Statements and Exhibits
Exhibit 5 Opinion Regarding Legality
Exhibit 23 Consent of Counsel (included in Exhibit 5)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
FEDERAL REALTY INVESTMENT TRUST
/s/ Cecily A. Ward
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Cecily A. Ward
Controller (Principal Accounting Officer)
Date: March 10, 1998
EXHIBIT INDEX
ITEM NO.
5 Opinion Regarding Legality
23 Consent of Counsel (included in the opinion)
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036-1800
March 10, 1998
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852
Ladies/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, Maryland ("Trust"), in connection
with the Trust's Pricing Supplements No. 2 and 3 to the Trust's Prospectus
Supplement, dated April 17, 1997 to the Trust's Prospectus, dated November 7,
1995 (registration statement No. 33-63687) ("Registration Statement") relating
to the issue and sale by the Trust of $39,500,000 of its 6.74% Medium-Term Notes
due March 10, 2004, and $40,500,000 of its 6.99% Medium-Term Notes due March 10,
2006 (together, "Notes"), pursuant to a Distribution Agreement, dated April 17,
1997 (the "Distribution Agreement") between the Trust and J.P. Morgan Securities
Inc., Alex. Brown & Sons Incorporated, First Union Capital Markets Corp.,
Goldman, Sachs & Co. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
We have participated in the preparation of the Registration Statement, 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 for issuance of the Notes and have made such
inquiries of such officer 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:
The Notes have been duly authorized for issuance, offer and sale pursuant
to the Distribution Agreement, and when issued, authenticated and delivered
pursuant to the provisions of the Distribution Agreement and the Indenture,
dated as of December 1, 1993 ("Indenture"), between the Trust and Signet Trust
Company, pursuant to which The Bank of New York is acting as successor trustee
("Trustee"), and the Calculation Agency Agreement ("Calculation Agency
Agreement"), dated as of April 17, 1997, between the Trust and The Bank of New
York ("Calculation/Paying Agent"), against payment of the consideration
therefor, the Notes will constitute valid and legally binding obligations of the
Trust enforceable in accordance with their terms, except to the extent that
enforcement thereof may be limited by bankruptcy, insolvency, reorganization or
other similar laws relating to or affecting enforcement of creditors' rights or
by general equity principles.
To the extent that the obligations of the Trust under the Distribution
Agreement, Indenture and Calculation Agency Agreement may be dependent upon such
matters, we assume for purposes of this opinion that the Trustee and
Calculation/Paying Agent are duly organized, validly existing and in good
standing under the applicable laws of the jurisdiction of organization of the
Trustee and Calculation/Paying Agent; that the Trustee and Calculation/Paying
Agent are in compliance generally with respect to acting as a trustee,
calculation agent and paying agent under the Indenture, Distribution Agreement
and Calculation Agency Agreement, and with all applicable laws and regulations;
and that the Trustee and Calculation/Paying Agent have the requisite
organizational and legal power and authority to perform their obligations under
the Indenture, Distribution Agreement and Calculation Agency Agreement.
We hereby consent to the filing of this opinion as an exhibit to the
Trust's Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 10, 1998.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Simon M. Nadler
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Simon M. Nadler