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As filed with the Securities and Exchange Commission on September 17, 1998
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
FEDERAL REALTY INVESTMENT TRUST
(Exact name of registrant as specified in its charter)
District of Columbia 52-0782497
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1626 East Jefferson Street
Rockville, Maryland 20852
(Address of principal executive offices) (Zip code)
FEDERAL REALTY INVESTMENT TRUST AMENDED AND RESTATED
1993 LONG-TERM INCENTIVE PLAN
-----------------------------
(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
---------------------------------------
(Telephone number of agent for service)
Copy to:
Thomas F. Cooney, Esq.
Sidney R. Smith, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Street, 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 1,900,000 $21.03 $39,957,000 $11,790
_______________
(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 September 15,
1998.
-2-
DOCUMENTS INCORPORATED BY REFERENCE
This Registration Statement covers additional securities of the same class
as other securities for which a Registration Statement on Form S-8 (No.
33-60252) filed on this form relating to an employee benefit plan is effective,
which is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following are filed herewith as part of this Registration Statement:
EXHIBIT NO. EXHIBIT
----------- -------
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 17th day
of September, 1998.
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 September 17, 1998
- -------------------------------
Dennis L. Berman
Trustee September 17, 1998
- -------------------------------
Kenneth S. Brody
/s/ A. Cornet de Ways Ruart Trustee September 17, 1998
- -------------------------------
A. Cornet de Ways Ruart
Trustee September 17, 1998
- -------------------------------
Kristin Gamble
-4-
/s/ Samuel J. Gorlitz Trustee September 17, 1998
- ------------------------------
Samuel J. Gorlitz
/s/ Steven J. Guttman President, Chief September 17, 1998
- ------------------------------
Steven J. Guttman Executive Officer
and Trustee (Principal
Executive Officer)
/s/ Walter F. Loeb Trustee September 17, 1998
- ------------------------------
Walter F. Loeb
/s/ Mark S. Ordan Trustee September 17, 1998
- ------------------------------
Mark S. Ordan
/s/ George L. Perry Trustee September 17, 1998
- ------------------------------
George L. Perry
/s/ Cecily A. Ward Controller September 17, 1998
- ------------------------------
Cecily A. Ward (Principal
Accounting Officer)
/s/ Donald C. Wood
- ------------------------------
Donald C. Wood Senior Vice President September 17, 1998
and Finanical Officer
-5-
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 Amended Bylaws of the Trust, filed with the SEC
as an Exhibit to the Trust's Quarterly Report on
Form 10-Q dated June 30, 1998, is incorporated
herein by reference thereto --
5.1 Opinion of Kirkpatrick & Lockhart LLP as to
the legality of the securities being registered 7
24.1 Consent of Grant Thornton 9
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 See page 4
-6-
Exhibit 5.1 and 24.2
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, DC 20036
September 17, 1998
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, Maryland ("Trust"), relating to the
issuance of 1,900,000 common shares of beneficial interest, no par or stated
value ("Shares"), 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 Amended 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:
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.
Federal Realty Investment Trust
September 17, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement filed with the Securities and Exchange Commission on
September 17, 1998.
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 report dated February 5, 1998, accompanying the consolidated
financial statements of Federal Realty Investment Trust appearing in the 1997
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, 1997,
which are incorporated by reference in this Registration Statement. We consent
to the incorporation by reference in this Registration Statement of the
aforementioned reports.
/s/ Grant Thornton
Washington, D.C.
September 17, 1998