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 - ------------------------------- 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 EXHIBIT INDEX EXHIBIT NO. 4 Statement of Designations 5 Opinion Regarding Legality 23 Consent of Counsel (included in the opinion)