As filed with the Securities and Exchange Commission on May 7, 2001
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEDERAL REALTY INVESTMENT TRUST
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(Exact name of registrant as specified in its charter)
Maryland 52-0782497
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
1626 East Jefferson Street
Rockville, Maryland 20852
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(Address of principal executive offices)
FEDERAL REALTY INVESTMENT TRUST
2001 LONG-TERM INCENTIVE PLAN
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(Full title of the plan)
Nancy J. Herman
Senior Vice President, General Counsel and Secretary
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852
(301) 998-8100
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(Name, address and telephone number, including area code, of agent for service)
Copy to:
Alan L. Dye, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities maximum offering price maximum aggregate Amount of
to be registered Amount to be registered per share (1) offering price (1) registration fee
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Common Shares of Beneficial
Interest, par value $.01 (2) 1,750,000 shares $19.67 $34,422,500 $8,606
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(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of the registration fee, based on the average of the
high and low prices per share of Federal Realty Investment Trust Common
Shares of Beneficial Interest, par value $.01 per share ("Common Shares"),
on May 2, 2001, as reported on The New York Stock Exchange.
(2) Includes rights ("Rights") issuable pursuant to the Amended and Restated
Rights Agreement between the Registrant and American Stock Transfer & Trust
Company dated as of March 11, 1999. Rights are currently traded with the
Common Shares (including the Common Shares registered hereunder). The
value attributable to the Rights, if any, is reflected in the value of the
Common Shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information required to be provided in this Part I
will be separately sent or given to employees participating in the Federal
Realty Investment Trust 2001 Long-Term Incentive Plan (the "Plan"), as
contemplated by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions to Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this registration statement taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Federal Realty Investment Trust (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed on March 15, 2001;
(b) The Registrant's Current Report on Form 8-K, filed on February 15,
2001;
(c) The description of the Common Shares, contained in the Registrant's
Registration Statement on Form 8-A/A filed on April 24, 2001;
(d) The description of the Rights contained in the Registrant's
Registration Statement on Form 8-A/A filed March 11, 1999; and
(e) All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities remaining unsold.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to the
extent that a statement contained in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such prior statement. Any such statement so modified or superseded
shall not be deemed to constitute a part of this Registration Statement, except
as so modified or superseded.
To the extent that any proxy statement is incorporated by reference herein,
such incorporation shall not include any information contained in such proxy
statement which is not, pursuant to the Commission's rules, deemed to be "filed"
with the Commission or subject to the liabilities of Section 18 of the Exchange
Act.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Declaration of Trust authorizes the Registrant, to the
maximum extent permitted by Maryland law, to obligate itself to indemnify and to
pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (i) any individual who is a present or former shareholder, trustee
or officer of the Registrant or (ii) any individual who, while a trustee of the
Registrant and at the request of the Registrant, serves or has served as a
director, officer, partner, trustee, employee or agent of another corporation,
real estate investment trust, partnership, joint venture, trust, employee
benefit plan or any other enterprise from and against any claim or liability to
which such person may become subject or which such person may incur by reason of
his or her status. The Registrant's Declaration of Trust also permits the
Registrant to indemnify and advance expenses to any person who served a
predecessor of the Registrant in any of the capacities described above and to
any employee or agent of the Registrant or a predecessor of the Registrant.
The Registrant's Bylaws obligate it, to the maximum extent permitted by
Maryland law, to indemnify (a) any trustee, officer or shareholder or any former
trustee, officer or shareholder, including any individual who, while a trustee,
officer or shareholder and at the express request of the Registrant, serves or
has served another real estate investment trust, corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, shareholder, partner or trustee of such real estate investment trust,
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, who has been successful, on the merits or otherwise, in the defense
of a proceeding to which he was made a party by reason of service in such
capacity, against reasonable expenses incurred by him in connection with the
proceeding, (b) any trustee or officer or any former trustee or officer against
any claim or liability to which he may become subject by reason of such status
unless it is established that (i) his act or omission was material to the matter
giving rise to the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty, (ii) he actually received an improper
personal benefit in money, property or services or (iii) in the case of a
criminal proceeding, he had reasonable cause to believe that his act or omission
was unlawful and (c) each shareholder or former shareholder against any claim or
liability to which he may become subject by reason of such status. In addition,
the Registrant will, without requiring a preliminary determination of the
ultimate entitlement to indemnification, pay or reimburse, in advance of final
disposition of a proceeding, reasonable expenses incurred by a trustee, officer
or shareholder or former trustee, officer or shareholder made a party to a
proceeding by reason of such status, provided that, in the case of a trustee or
officer, the Registrant must have received (i) a written affirmation by the
trustee or officer of his good faith belief that he has met the applicable
standard of conduct necessary for indemnification by the Registrant and (ii) a
written undertaking by or on his behalf to repay the amount paid or reimbursed
by the Registrant if it shall ultimately be determined that the applicable
standard of conduct was not met. The Registrant may, with the approval of its
trustees, provide such indemnification or payment or reimbursement of expenses
to any trustee, officer or shareholder or any former trustee, officer or
shareholder who served a predecessor of the Trust and to any employee or agent
of the Registrant or a predecessor of the Registrant. Any indemnification or
payment or reimbursement of the expenses permitted by the Registrant's Bylaws
will be furnished in accordance with the procedures provided for indemnification
or payment or reimbursement of expenses, as the case may be, under Section 2-418
of the Maryland General Corporation Law (the "MGCL") for directors of Maryland
corporations. The Registrant may provide to trustees, officers and shareholders
such other and further indemnification or payment or reimbursement of expenses,
as the case may be, to the fullest extent permitted by the MGCL, as in effect
from time to time, for directors of Maryland corporations.
Title 8 of the Corporations and Associations Code of the State of Maryland,
as amended, permits a Maryland real estate investment trust to indemnify and
advance expenses to its trustees, officers, employees and agents, and permits a
real estate investment trust to indemnify its present and former trustees and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any proceeding
to which they may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission of the trustee
or officer was material to the matter giving rise to the proceeding and (i) was
committed in bad faith or (ii) was the result of active and deliberate
dishonesty, (b) the trustee or officer actually received an improper personal
benefit in money, property or services or (c) in the case
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of any criminal proceeding, the trustee or officer had reasonable cause to
believe that the act or omission was unlawful. However, under Title 8, a
Maryland real estate investment trust may not indemnify a trustee or officer in
a suit by or in the right of the trust if such trustee or officer has been
adjudged to be liable to the trust.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit
Number Description
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5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Grant Thornton LLP, independent public accountants.
23.3 Consent of Hogan & Hartson L.L.P. (in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
99.1 Federal Realty Investment Trust 2001 Long-Term Incentive Plan.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of the prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities
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offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and therefore is
unenforceable. In the event that a claim for indemnification against such
liabilities (other than for the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the 7th day of May,
2001.
FEDERAL REALTY INVESTMENT TRUST
By: /s/ Steven J. Guttman
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Steven J. Guttman
Chairman and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned trustees and officers of Federal Realty Investment
Trust, a Maryland real estate investment trust, do hereby constitute and appoint
Steven J. Guttman and Cecily A. Ward, and each and either of them, our true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to do any and all acts and things in our names and on our behalf
in our capacities as trustees and officers and to execute any and all
instruments for us and in our name in the capacities indicated below, which said
attorneys and agents may deem necessary or advisable to enable said trust to
comply with the Securities Act of 1933 and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
registration statement, or any registration statement for this offering that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, including specifically, but without limitation, any and all amendments
(including post-effective amendments) hereto; and we hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below as of May 7, 2001.
SIGNATURE TITLE
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/s/ Steven J. Guttman Chairman of the Board, Chief Executive Officer and
--------------------------------------------- Trustee (Chief Executive Officer)
Steven J. Guttman
/s/ Cecily A. Ward Vice President, Chief Financial Officer and Treasurer
--------------------------------------------- (Chief Financial and Accounting Officer)
Cecily A. Ward
/s/ Dennis L. Berman Trustee
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Dennis L. Berman
Trustee
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Kenneth D. Brody
/s/ Kristin Gamble Trustee
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Kristin Gamble
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/s/ Walter F. Loeb Trustee
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Walter F. Loeb
/s/ Mark S. Ordan Trustee
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Mark S. Ordan
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EXHIBIT INDEX
Exhibit
Number Description Page
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5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Grant Thornton LLP, independent public accountants.
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
99.1 Federal Realty Investment Trust 2001 Long-Term Incentive Plan.
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