SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ____________________ FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Federal Realty Investment Trust - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Maryland 52-0782497 - ------------------------------------------------------ ------------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 1626 East Jefferson Street, Rockville, Maryland 20852 - ------------------------------------------------------ ------------------------ (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of pursuant to Section 12 (b) of the securities pursuant to Section 12 (g) Exchange Act and is effective of the Exchange Act and is pursuant to General Instruction effective pursuant to General A. (c), please check the following Instruction A. (d), please check box. [x] the following box.[_] Securities Act registration statement file number to which this form relates: N/A - --------------- (If applicable) 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 ------------------- ------------------------------ Common Shares of Beneficial Interest, $.01 par value New York Stock Exchange - ---------------------------------------------------- ----------------------- Securities to be registered pursuant to Section 12 (g) of the Act: (none) - -------------------------------------------------------------------------------- (Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The information required by Item 1 is set forth under the caption "Comparison of Rights of Shareholders Before and After the Reorganization" in the definitive proxy statement filed by the Registrant pursuant to Section 14(a) of the Securities Exchange Act of 1934 on March 29, 1999, as amended on April 12, 1999 and April 23, 1999 (collectively, the "Proxy Statement"), and which description is incorporated herein by this reference and qualified in its entirety by reference to the Registrant's (1) Declaration of Trust and (2) Bylaws, each filed as an exhibit to the Registrant's Current Report on Form 8-K dated May 21, 1999, and (3) Form of Common Share Certificate, filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999. Item 2. Exhibits. The following documents are being filed as exhibits to this registration statement. Exhibit Number Description -------------- ----------- 1 Declaration of Trust of Federal Realty Investment Trust dated May 5, 1999 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K dated May 21, 1999) 2 Bylaws of Federal Realty Investment Trust dated May 5, 1999 (incorporated by reference to Exhibit 3.3 to the Registrant's Current Report on Form 8-K dated May 21, 1999) 3 Form of Common Share Certificate of Federal Realty Investment Trust (incorporated by reference to Exhibit 4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999)
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 Date: March 9, 2001 By: /s/ Nancy J. Herman ------------------------------------- Name: Nancy J. Herman Title: Senior Vice President, General Counsel and Secretary