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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 19, 2001
Federal Realty Investment Trust
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(Exact name of registrant as specified in its charter)
Maryland 1-07533 52-0782497
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
1626 East Jefferson Street, Rockville, Maryland 20852-4041
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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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FEDERAL REALTY INVESTMENT TRUST
Item 5. Other Events.
This Current Report on Form 8-K/A amends Federal Realty's Form 8-K filed with
the Commission on November 26, 2001 and is being filed for the sole purpose of
providing the opinion of counsel attached as Exhibit 5.1 hereto.
Item 7. Exhibits.
Number Description
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1.1* Underwriting Agreement and Pricing Agreement, each dated as of
November 19, 2001, by and among the Trust and Morgan Stanley & Co.
Incorporated, First Union Securities, Inc. and Salomon Smith Barney
Inc., as representatives of the several underwriters listed
therein.
5.1 Opinion of Hogan & Hartson L.L.P. as to the validity of the Series B
Preferred Shares.
8.1* Opinion of Hogan & Hartson L.L.P. as to certain tax matters.
23.1* Consent of Arthur Andersen LLP.
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* Previously filed in connection with Federal Realty's Current Report on Form
8-K filed with the Commission on November 26, 2001.
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SIGNATURES
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 hereunto duly authorized.
FEDERAL REALTY INVESTMENT TRUST
Date: November 29, 2001 By: /s/ NANCY J. HERMAN
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Nancy J. Herman
Senior Vice President--General
Counsel and Secretary
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EXHIBIT INDEX
Number Description
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1.1* Underwriting Agreement and Pricing Agreement, each dated as of
November 19, 2001, by and among the Trust and Morgan Stanley & Co.
Incorporated, First Union Securities, Inc. and Salomon Smith Barney
Inc., as representatives of the several underwriters listed therein.
5.1 Opinion of Hogan & Hartson L.L.P. as to the validity of the
Series B Preferred Shares.
8.1* Opinion of Hogan & Hartson L.L.P. as to certain tax matters.
23.1* Consent of Arthur Andersen LLP
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* Previously filed in connection with Federal Realty's Current Report on Form
8-K filed with the Commission on November 26, 2001.