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: October 3, 1997
Federal Realty Investment Trust
------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
District of Columbia 1-7533 52-0782497
- ---------------------------- ----------------- -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer of
of incorporation identification No.)
1626 East Jefferson Street, Rockville, Maryland 20852
- -------------------------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 301/998-8100
------------
Exhibit Index appears on page 3
- -------------------------------
<PAGE>
Item 5. Other Events
Exhibits are filed herewith in connection with Federal Realty
Investment Trust's Prospectus Supplement, dated October 1, 1997, to its
Prospectus, dated November 7, 1995 (Registration No. 33-63687), filed with the
Securities and Exchange Commission on October 2, 1997 and relating to the issue
and sale by the Trust of $100 million of its 7.95% Series A Cumulative
Redeemable Preferred Shares ("Shares"). Attached as Exhibit 5 hereto is an
opinion from Kirkpatrick & Lockhart LLP regarding the legality of the Shares.
The consent of Kirkpatrick & Lockhart LLP to the inclusion of such opinion in
this Form 8-K is included in the opinion. The Statement of Designations for the
Shares is included as Exhibit 4.
Item 7. Financial Statements and Exhibits
Exhibit 4. Statement of Designations for Shares
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/ M.J. Morrow
-----------------------------------------
Mary Jane Morrow
Senior Vice President, Finance & Treasurer
Date: October 3, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
4 Statement of Designations
5 Opinion Regarding Legality
23 Consent of Counsel (included in the opinion)
STATEMENT OF DESIGNATION
OF
FEDERAL REALTY INVESTMENT TRUST
Federal Realty Investment Trust, an unincorporated business trust
organized under the laws of the District of Columbia ("Trust"), hereby certifies
that, pursuant to the authority conferred upon the Board of Trustees of the
Trust by the Third Amended and Restated Declaration of Trust ("Declaration of
Trust"), the Board of Trustees on September 30, 1997 duly classified unissued
preferred shares of the Trust, and the description of the preferred shares,
including the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption thereof, as set by the Board of Trustees, are as
follows:
Section 1. Number of Shares and Designation. This class of preferred
shares shall be designated as Series A Cumulative Redeemable Preferred Shares,
no par value per share (the "Series A Preferred Shares"). The number of shares
of preferred stock constituting the Series A Preferred Shares is 4,000,000.
Section 2. Definitions. The following terms shall have the following
meanings herein:
(a) "Board of Trustees" shall mean the Board of Trustees of the Trust
or any committee authorized by the Board of Trustees to perform any of its
responsibilities with respect to the Series A Preferred Shares.
(b) "Business Day" shall mean any day other than a Saturday, Sunday or
day on which state or federally chartered banking institutions in New York City,
New York are not required to be open.
(c) "Call Date" shall have the meaning set forth in Section 6(b).
(d) "Capital Gains Amount" shall have the meaning set forth in Section
3(d).
(e) "Charter" means the Declaration of Trust, as amended to the date
hereof and as the same may be amended hereafter from time to time.
(f) "Code" shall have the meaning set forth in Section 12.
(g) "Common Shares" shall mean the common shares of beneficial interest
of the Trust, no par value per share.
(h) "Dividend Payment Date" shall mean the last calendar day (or, if
such day is not a Business Day, the next Business Day thereafter) of each
January, April, July and October, commencing on October 31, 1997.
<PAGE>
(i) "Dividend Periods" shall mean quarterly dividend periods commencing
on February 1, May 1, August 1 and November 1 of each year and ending on and
including the day of the next succeeding Dividend Payment Date (other than the
initial Dividend Period, which shall commence on the Issue Date, and other than
the Dividend Period during which any Series A Preferred Shares shall be redeemed
pursuant to Section 6, which shall end on and include the Call Date with respect
to the Series A Preferred Shares being redeemed).
(j) "Exempted Persons" shall have the meaning set forth in Section 12.
(k) "Fully Junior Shares" shall mean the Common Shares and any other
class or series of capital shares of the Trust now or hereafter issued and
outstanding over which the Series A Preferred Shares has preference or priority
in both (i) the payment of dividends and (ii) the distribution of assets on any
liquidation, dissolution or winding up of the Trust.
(l) "Issue Date" shall mean the first date on which the pertinent
Series A Preferred Shares are issued and sold.
(m) "Junior Shares" shall mean the Common Shares and any other class or
series of capital shares of the Trust now or hereafter issued and outstanding
over which the Series A Preferred Shares has preference or priority in the
payment of dividends or in the distribution of assets on any liquidation,
dissolution or winding up of the Trust.
(n) "Parity Shares" shall have the meaning set forth in Section 8(b).
(o) "Preferred Shares" shall mean the preferred shares of the Trust, no
par value per share.
(p) "Series A Preferred Shares" shall have the meaning set forth in
Section 1.
(q) "set apart for payment" shall be deemed to include, without any
action other than the following, the recording by the Trust in its accounting
ledgers of any accounting or bookkeeping entry which indicates, pursuant to a
declaration of dividends or other distribution by the Board of Trustees, the
allocation of funds to be so paid on any series or class of capital shares of
the Trust; provided, however, that if any funds for any class or series of
Junior Shares or Fully Junior Shares or any class or series of capital shares
ranking on a parity with the Series A Preferred Shares as to the payment of
dividends are placed in a separate account of the Trust or delivered to a
disbursing, paying or other similar agent, then "set apart for payment" with
respect to the Series A Preferred Shares shall mean placing such funds in such
separate account or delivering such funds to a disbursing, paying or other
similar agent.
(r) "Total Dividends" shall have the meaning set forth in Section 3(d).
(s) "Transfer Agent" means American Stock Transfer & Trust Company, or
such other agent or agents of the Trust as may be designated by the Board of
Trustees or their designee as the transfer agent, registrar and dividend
disbursing agent for the Series A Preferred Shares.
2
<PAGE>
Section 3. Dividends.
(a) The holders of Series A Preferred Shares shall be entitled to
receive, when, as and if declared by the Board of Trustees out of funds legally
available for that purpose, cumulative, preferential dividends payable in cash
at the rate of $1.9875 per annum per share. Such dividend shall begin to accrue
and shall be fully cumulative from the Issue Date, whether or not in any
Dividend Period or Periods there shall be funds of the Trust legally available
for the payment of such dividends, and shall be payable quarterly, when, as and
if declared by the Board of Trustees, in arrears on Dividend Payment Dates,
commencing on the first Dividend Payment Date after the Issue Date. Such
dividends shall be payable in arrears to the holders of record of Series A
Preferred Shares, as they appear on the stock records of the Trust at the close
of business on the record date, not more than 50 nor less than 10 days preceding
the relevant Dividend Payment Date, as shall be fixed by the Board of Trustees.
Accrued and unpaid dividends for any past Dividend Periods may be declared and
paid on any date and for such interim periods, without reference to any regular
Dividend Payment Date, to holders of record on such date, not exceeding 50 days
preceding the payment date thereof, as may be fixed by the Board of Trustees.
Any dividend payment made on the Series A Preferred Shares shall first be
credited against the earliest accrued but unpaid dividend due with respect to
the Series A Preferred Shares which remains payable.
(b) The amount of dividends referred to in Section 3(a) payable for
each full Dividend Period for the Series A Preferred Shares shall be computed by
dividing the annual dividend rate by four, except that the amount of dividends
payable for the initial Dividend Period, and for any Dividend Period shorter
than a full Dividend Period, for the Series A Preferred Shares shall be computed
on the basis of the actual number of days in such Dividend Period. Holders of
Series A Preferred Shares shall not be entitled to any dividends, whether
payable in cash, property or shares of stock, in excess of cumulative dividends,
as herein provided, on the Series A Preferred Shares. No interest, or sum of
money in lieu of interest, shall be payable in respect of any dividend payment
or payments on the Series A Preferred Shares that may be in arrears.
(c) Dividends on Series A Preferred Shares will accrue whether or not
the Trust has earnings, whether or not there are funds legally available for the
payment of such dividends and whether or not such dividends are declared.
(d) If, for any taxable year, the Trust elects to designate as "capital
gain dividends" (as defined in Section 857 of the Code), any portion (the
"Capital Gains Amount") of the total dividends (within the meaning of the Code)
paid or made available for the year to holders of all classes of capital shares
(the "Total Dividends"), then the portion of the Capital Gains Amount that shall
be allocated to holders of Series A Preferred Shares shall be in the same
portion that the Total Dividends paid or made available to the holders of Series
A Preferred Shares for the year bears to the Total Dividends.
(e) So long as any Series A Preferred Shares are outstanding, no
dividends, except as described in the immediately following sentence, shall be
3
<PAGE>
declared or paid or set apart for payment on any class or series of Parity
Shares for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Series A Preferred Shares for
all Dividend Periods terminating on or prior to the dividend payment date for
such class or series of Parity Shares. When dividends are not paid in full or a
sum sufficient for such payment is not set apart, as aforesaid, all dividends
declared upon Series A Preferred Shares and all dividends declared upon any
other class or series of Parity Shares shall be declared ratably in proportion
to the respective amounts of dividends accumulated and unpaid on the Series A
Preferred Shares and accumulated and unpaid on such Parity Shares.
(f) So long as any Series A Preferred Shares are outstanding, no
dividends (other than dividends or distributions paid solely in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Fully Junior
Shares) shall be declared or paid or set apart for payment or other distribution
declared or made upon Junior Shares or Fully Junior Shares, nor shall any Junior
Shares or Fully Junior Shares be redeemed, purchased or otherwise acquired
(other than a redemption, purchase or other acquisition of Common Shares made
for purposes of any employee incentive or benefit plan of the Trust or any
subsidiary) for any consideration (or any moneys be paid to or made available
for a sinking fund for the redemption of any such shares) by the Trust, directly
or indirectly (except by conversion into or exchange for shares of Fully Junior
Shares), unless in each case (i) the full cumulative dividends on all
outstanding Series A Preferred Shares and any other Parity Shares of the Trust
shall have been or contemporaneously are declared and paid or declared and set
apart for payment for all past Dividend Periods with respect to the Series A
Preferred Shares and all past dividend periods with respect to such Parity
Shares and (ii) sufficient funds shall have been or contemporaneously are
declared and paid or declared and set apart for the payment of the dividend for
the current Dividend Period with respect to the Series A Preferred Shares and
the current dividend period with respect to such Parity Shares.
(g) No dividends on Series A Preferred Shares shall be declared by the
Board of Trustees or paid or set apart for payment by the Trust at such time as
the terms and provisions of any agreement of the Trust, including any agreement
relating to its indebtedness, prohibits such declaration, payment or setting
apart for payment or provides that such declaration, payment or setting apart
for payment would constitute a breach thereof or a default thereunder, or if
such declaration or payment shall be restricted or prohibited by law.
Section 4. Liquidation Rights.
(a) In the event of any liquidation, dissolution or winding up of the
Trust, whether voluntary or involuntary, before any payment or distribution of
the assets of the Trust (whether capital or surplus) shall be made to or set
apart for the holders of Junior Shares, the holders of the Series A Preferred
Shares shall be entitled to receive Twenty Five Dollars ($25.00) per share of
Series A Preferred Shares plus an amount equal to all dividends (whether or not
earned or declared) accrued and unpaid thereon to the date of final distribution
4
<PAGE>
to such holders; but such holders shall not be entitled to any further payment.
If, upon any liquidation, dissolution or winding up of the Trust, the assets of
the Trust, or proceeds thereof, distributable among the holders of the Series A
Preferred Shares shall be insufficient to pay in full the preferential amount
aforesaid and liquidating payments on any other shares of any class or series of
Parity Shares, then such assets, or the proceeds thereof, shall be distributed
among the holders of the Series A Preferred Shares and any such other Parity
Shares ratably in accordance with the respective amounts that would be payable
on such Series A Preferred Shares and any such other Parity Shares if all
amounts payable thereon were paid in full. For the purposes of this Section 4,
(i) a consolidation or merger of the Trust with one or more corporations, real
estate investment trusts, or other entitles, (ii) a sale, lease or transfer of
all or substantially all of the Trust's assets, or (iii) a statutory share
exchange shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary, of the Trust.
(b) Subject to the rights of the holders of shares of any series or
class or classes of capital stock ranking on a parity with or prior to the
Series A Preferred Shares upon liquidation, dissolution or winding up, upon any
liquidation, dissolution or winding up of the Trust, after payment shall have
been made in full to the holders of the Series A Preferred Shares, as provided
in this Section 4, any other series or class or classes of Junior Shares or
Fully Junior Shares shall, subject to the respective terms and provisions (if
any) applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed, and the holders of the Series A Preferred Shares shall not
be entitled to share therein.
Section 5. Conversion. The Series A Preferred Shares are not
convertible or exchangeable for any other property or securities of the Trust.
Section 6. Redemption at the Option of the Trust.
(a) The Series A Preferred Shares shall not be redeemable by the Trust
prior to October 6, 2002. On and after October 6, 2002, the Trust, at its
option, may redeem the Series A Preferred Shares, in whole or in part at any
time or from time to time, at a redemption price of Twenty-Five Dollars ($25.00)
per share of Series A Preferred Shares, plus the amounts indicated in Section
6(b).
(b) Upon any redemption of the Series A Preferred Shares pursuant to
this Section 6, the Trust shall pay all accrued and unpaid dividends, if any,
thereon ending on or prior to the date of such redemption (the "Call Date"),
without interest. If the Call Date falls after a dividend payment record date
and prior to the corresponding Dividend Payment Date, then each holder of Series
A Preferred Shares at the close of business on such dividend payment record date
shall be entitled to the dividend payable on such shares on the corresponding
Dividend Payment Date notwithstanding the redemption of such shares before such
Dividend Payment Date. Except as provided above, the Trust shall make no payment
or allowance for unpaid dividends, whether or not in arrears, on shares of
Series A Preferred Shares called for redemption.
(c) If full cumulative dividends on the Series A Preferred Shares and
any other class or series of Parity Shares of the Trust have not been declared
and paid or declared and set apart for payment, the Series A Preferred Shares or
Parity Shares may not be redeemed under this Section 6 in part and the Trust may
5
<PAGE>
not purchase or acquire the Series A Preferred Shares or any Parity Shares,
otherwise than pursuant to a purchase or exchange offer made on the same terms
to all holders of Series A Preferred Shares or Parity Shares, as the case may
be.
(d) Notice of the redemption of any Series A Preferred Shares under
this Section 6 shall be mailed by first-class mail to each holder of record of
Series A Preferred Shares to be redeemed at the address of each such holder as
shown on the Trust's records, not less than 30 nor more than 90 days prior to
the Call Date. Neither the failure to mail any notice required by this Section
6(d), nor any defect therein or in the mailing thereof, to any particular
holder, shall affect the sufficiency of the notice or the validity of the
proceedings for redemption with respect to the other holders. Any notice which
was mailed in the manner herein provided shall be conclusively presumed to have
been duly given on the date mailed whether or not the holder receives the
notice. Each such mailed notice shall state, as appropriate: (1) the Call Date;
(2) the number of shares of Series A Preferred Shares to be redeemed and, if
fewer than all the shares held by such holder are to be redeemed, the number of
such shares to be redeemed from such holder; (3) the redemption price per share;
(4) the place or places at which certificates for such shares are to be
surrendered; and (5) that dividends on the shares to be redeemed shall cease to
accrue on such Call Date except as otherwise provided herein. Notice having been
mailed as aforesaid, from and after the Call date (unless the Trust shall fail
to make available an amount of cash necessary to effect such redemption), (i)
except as otherwise provided herein, dividends on the Series A Preferred Shares
so called for redemption shall cease to accrue, (ii) shares of such Series A
Preferred Shares shall no longer be deemed to be outstanding, and (iii) all
rights of the holders thereof as holders of Series A Preferred Shares of the
Trust shall cease (except the right to receive cash payable under such
redemption, without interest thereon, upon surrender and endorsement of their
certificates if so required and to receive any dividends payable thereon). The
Trust's obligation to provide cash in accordance with the preceding sentence
shall be deemed fulfilled if, on or before the Call Date, the Trust shall
deposit with a bank or trust company (which may be an affiliate of the Trust)
that has an office in Washington, D.C., and that has, or is an affiliate of a
bank or trust company that has, capital and surplus of at least $50,000,000, the
amount of cash necessary for such redemption, in trust, with irrevocable
instructions that such cash be applied to the redemption of the Series A
Preferred Shares so called for redemption. No interest shall accrue for the
benefit of the holders of Series A Preferred Shares to be redeemed on any cash
so set aside by the Trust. Subject to applicable escheat laws, any such cash
unclaimed at the end of two years from the Call Date shall revert to the general
funds of the Trust, after which reversion the holders of such shares so called
for redemption shall look only to the general funds of the Trust for the payment
of such cash.
As promptly as practicable after the surrender in accordance with said
notice of the certificates for any such shares so redeemed (properly endorsed or
assigned for transfer, if the Trust shall so require and if the notice shall so
state), such shares shall be exchanged for any cash (without interest thereon)
for which such shares have been redeemed. If fewer than all the outstanding
Series A Preferred Shares are to be redeemed, shares to be redeemed shall be
selected by the Trust from outstanding Series A Preferred Shares not previously
called for redemption by lot or pro rata (as nearly as may be) or by any other
method determined by the Trust in its sole discretion to be equitable. If fewer
than all the Series A Preferred Shares represented by any certificate are
6
<PAGE>
redeemed, then new certificates representing the unredeemed shares shall be
issued without cost to the holder thereof.
Section 7. Shares to be Retired. All Series A Preferred Shares which
shall have been issued and reacquired in any manner by the Trust shall be
restored to the status of authorized but unissued Preferred Shares, without
designation as to class or series.
Section 8. Ranking. Any class or series of capital shares of the Trust
shall be deemed to rank:
(a) prior to the Series A Preferred Shares, as to the payment of
dividends and as to distribution of assets upon liquidation, dissolution or
winding up, if the holders of such class or series shall be entitled to the
receipt of dividends or of amounts distributable upon liquidation, dissolution
or winding up, as the case may be, in preference or priority to the holders of
Series A Preferred Shares;
(b) on a parity with the Series A Preferred Shares, as to the payment
of dividends and as to distribution of assets upon liquidation, dissolution or
winding up, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share thereof be different from those of
the Series A Preferred Shares, if the holders of such class or series of shares
and the Series A Preferred Shares shall be entitled to the receipt of dividends
and of amounts distributable upon liquidation, dissolution or winding up in
proportion to their respective amounts of accrued and unpaid dividends per share
or liquidation preferences, without preference or priority one over the other
("Parity Shares");
(c) junior to the Series A Preferred Shares, as to the payment of
dividends or as to the distribution of assets upon liquidation, dissolution or
winding up, if such shares shall be Junior Shares; and
(d) junior to the Series A Preferred Shares, as to the payment of
dividends and as to the distribution of assets upon liquidation, dissolution or
winding up, if such shares shall be Fully Junior Shares.
Section 9. Voting. If and whenever six consecutive quarterly dividends
payable on the Series A Preferred Shares or any series or class of Parity Shares
shall be in arrears (which shall, with respect to any such quarterly dividend,
mean that any such dividend has not been paid in full), whether or not declared,
the number of trustees then constituting the Board of Trustees shall be
increased by two, and the holders of Series A Preferred Shares, together with
the holders of shares of every other series of Parity Shares, voting as a single
class regardless of series, shall be entitled to elect the two additional
trustees to serve on the Board of Trustees at any annual meeting of shareholders
or special meeting held in place thereof, or at a special meeting of the holders
of the Series A Preferred Shares and the Parity Shares called as hereinafter
provided. Whenever all arrears in dividends on the Series A Preferred Shares and
7
<PAGE>
the Parity Shares then outstanding shall have been paid and dividends thereon
for the current quarterly dividend period shall have been paid or declared and
set apart for payment, then the right of the holders of the Series A Preferred
Shares and the Parity Shares to elect such additional two trustees shall
immediately cease (but subject always to the same provision for the vesting of
such voting rights in the case of any similar future arrearages in six
consecutive quarterly dividends), and the terms of office of all persons elected
as trustees by the holders of the Series A Preferred Shares and the Parity
Shares shall immediately terminate and the number of the Board of Trustees shall
be reduced accordingly. At any time after such voting rights shall have been so
vested in the holders of Series A Preferred Shares and the Parity Shares, the
secretary of the Trust may, and upon the written request of any holder of Series
A Preferred Shares (addressed to the secretary at the principal office of the
Trust) shall, call a special meeting of the holders of the Series A Preferred
Shares and of the Parity Shares for the election of the two trustees to be
elected by them as herein provided, such call to be made by notice similar to
that provided in the Bylaws of the Trust for a special meeting of the
shareholders or as required by law. If any such special meeting required to be
called as above provided shall not be called by the secretary within 20 days
after receipt of any such request, then any holder of Series A Preferred Shares
may call such meeting, upon the notice above provided, and for that purchase
shall have access to the share records of the Trust. The trustees elected at any
such special meeting shall hold office until the next annual meeting of the
shareholders or special meeting held in lieu thereof if such office shall not
have previously terminated as above provided. If any vacancy shall occur among
the trustees elected by the holders of the Series A Preferred Shares and the
Parity Shares, a successor shall be elected by the Board of Trustees, upon the
nomination of the then-remaining trustee elected by the holders of the Series A
Preferred Shares and the Parity Shares or the successor of such remaining
trustee, to serve until the next annual meeting of the shareholders or special
meeting held in place thereof if such office shall not have previously
terminated as provided above.
So long as any Series A Preferred Shares are outstanding, in addition
to any other vote or consent of shareholders required by law or by the Charter,
the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the
holders of the Series A Preferred Shares and the Parity Shares, at the time
outstanding, acting as a single class regardless of series, given in person or
by proxy, either in writing without a meeting or by vote at any meeting called
for the purpose, shall be necessary for effecting or validating:
(a) Any amendment, alteration or repeal of any of the provisions of the
Charter (including this Statement of Designations) that materially and adversely
affects the voting powers, rights or preferences of the holders of the Series A
Preferred Shares or the Parity Shares; provided, however, that the amendment of
the provisions of the Charter so as to authorize or create or to increase the
authorized amount of shares of any class of any Fully Junior Shares or Junior
Shares that are not senior in any respect to the Series A Preferred Shares, or
any shares of any class ranking on a parity with the Series A Preferred Shares
or the Parity Shares, shall not be deemed to materially adversely affect the
voting powers, rights or preferences of the holders of Series A Preferred
Shares; and provided further, that if any such amendment, alteration or repeal
would materially and adversely affect any voting powers, rights or preferences
of the Series A Preferred Shares or another series of Parity Shares that are not
enjoyed by some or all of the other series otherwise entitled to vote in
accordance herewith, the affirmative vote of at least 66-2/3% of the votes
entitled to be cast by the holders of all series similarly affected, similarly
given, shall be required in lieu of the affirmative vote of at least 66-2/3% of
8
<PAGE>
the votes entitled to be cast by the holders of the Series A Preferred Shares
and the Parity Shares otherwise entitled to vote in accordance herewith; or
(b) A share exchange that affects the Series A Preferred Shares, a
consolidation with or merger of the Trust into another entity, or a
consolidation with or merger of another entity into the Trust, unless in each
such case each share of Series A Preferred Shares (i) shall remain outstanding
without a material and adverse change to its terms and rights or (ii) shall be
converted into or exchanged for preferred stock of the surviving entity having
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms or conditions of
redemption thereof identical to that of a share of Series A Preferred Shares
(except for changes that do not materially and adversely affect the holders of
the Series A Preferred Shares); or
(c) The authorization or creation of, or the increase in the authorized
amount of, any shares of any class, or any security convertible into shares of
any class, ranking prior to the Series A Preferred Shares in the distribution of
assets on any liquidation, dissolution or winding up of the Trust or in the
payment of dividends; provided, however, that no such vote of the holders of
Series A Preferred Shares shall be required if, at or prior to the time when
such amendment, alteration or repeal is to take effect, or when the issuance of
any such shares or convertible securities is to be made, as the case may be,
provision is made for the redemption of all Series A Preferred Shares at the
time outstanding.
For purposes of the foregoing provisions of this Section 9, each share
of Series A Preferred Shares shall have one (1) vote per share, except that when
shares of any other series of Preferred Shares shall have the right to vote with
the Series A Preferred Shares as a single class on any matter, then the Series A
Preferred Shares and such other series shall have with respect to such matters
one (1) vote per $25.00 of stated liquidation preference. Except as otherwise
required by applicable law or as set forth herein, the Series A Preferred Shares
shall not have any relative, participating, optional or other special voting
rights and powers, and the consent of the holders thereof shall not be required
for the taking of any corporate action.
Section 10. Record Holders. The Trust and the Transfer Agent may deem
and treat the record holder of any Series A Preferred Shares as the true and
lawful owner thereof for all purposes, and neither the Trust nor the Transfer
Agent shall be affected by any notice to the contrary.
Section 11. Sinking Fund. The Series A Preferred Shares shall not be
entitled to the benefits of any retirement or sinking fund.
9
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue
Second Floor
Washington, D.C. 20036
October 3, 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, Maryland ("Trust"), in connection
with a Prospectus Supplement, dated October 1, 1997 to the Trust's Prospectus,
dated November 7, 1995 (registration statement No. 33-63687) ("Registration
Statement") relating to the Trust's offering and sale of 4,000,000 shares of
7.95% Series A Cumulative Redeemable Preferred Shares, no par value ("Shares"),
pursuant to an underwriting agreement and a pricing agreement, each dated
October 1, 1997 (together, the "Underwriting Agreement") between the Trust and
Goldman, Sachs & Co., Prudential Securities Incorporated and Smith Barney Inc.
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 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
<PAGE>
Federal Realty Investment Trust
October 3, 1997
Page 2
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 Underwriting Agreement, the
Shares will be legally issued, fully paid and non-assessable, except as
described in the Prospectus that forms a part of the Registration Statement.
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 October 3, 1997.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Thomas F. Cooney
--------------------------
Thomas F. Cooney
