Exhibit 1.02
Pricing Agreement
May 9, 2003
WACHOVIA SECURITIES, INC.
As representative of the Underwriter named in Schedule I hereto
7 St. Paul Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
Federal Realty Investment Trust, a Maryland real estate investment
trust (the "Company"), proposes, subject to the terms and conditions stated
herein and in the Underwriting Agreement, dated May 9, 2003 (the "Underwriting
Agreement"), between the Company on the one hand and Wachovia Securities, Inc.,
on the other hand, to issue and sell to the Underwriter named in Schedule I
hereto (the "Underwriter") the Shares specified in Schedule II hereto (the
"Designated Shares"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Pricing Agreement to the same extent as if such provisions had been
set forth in full herein; and each of the representations and warranties set
forth therein shall be deemed to have been made at and as of the date of this
Pricing Agreement, except that each representation and warranty which refers to
the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be
a representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Shares which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representative designated to act on behalf of the Underwriter of the Designated
Shares pursuant to Section 12 of the Underwriting Agreement and the address of
the Representative referred to in such Section 12 are set forth in Schedule II
hereto.
A supplement to the Prospectus relating to the Designated Shares, in
the form heretofore delivered to you, is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to the Underwriter, and the Underwriter agrees to purchase from
the Company, at the Time of Delivery and place and at the purchase price to the
Underwriter set forth in Schedule II hereto, the number of Initial Shares (as
defined in Schedule II hereto) set forth opposite the name of such Underwriter
in Schedule I hereto.
In addition, subject to the terms and conditions set forth herein and
in the Underwriting Agreement incorporated herein by reference, the Company
hereby grants an option to the Underwriter to purchase up to the number of
Option Shares (as defined in Schedule II hereto)
I-1
specified in Schedule II hereto at the place and purchase price to the
Underwriter set forth in Schedule II hereto and at the Option Closing Time
specified by the Representative as provided below. The option hereby granted
will expire at 11:59 p.m. (New York City time) on the 30th day after the date of
this Pricing Agreement and may be exercised once, in whole or in part, for the
purpose of covering over-allotments which may be made in connection with the
offering and distribution of the Initial Shares upon notice by the
Representative to the Company setting forth the number of Option Shares as to
which the Underwriter is then exercising the option and the Option Closing Time
for such Option Shares. Any such Option Closing Time shall be determined by the
Representative but shall not be later than seven full business days after the
exercise of such option nor in any event prior to the Time of Delivery. If the
option is exercised as to all or any portion of the Option Shares, the
Underwriter will be obligated to purchase that number of Option Shares and the
Company shall be obligated to issue and sell such Option Shares to the
Underwriter, in each case subject to the terms and conditions set forth herein
and in the Underwriting Agreement incorporated by reference herein.
This Pricing Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
I-2
If the foregoing is in accordance with your understanding, please sign
and return this Pricing Agreement to us, and upon acceptance hereof by you, this
Pricing Agreement and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between the Underwriter and the Company.
Very truly yours,
FEDERAL REALTY INVESTMENT TRUST
By:/s/ DONALD C. WOOD
--------------------
Name: Donald C. Wood
Title: President and Chief Executive Officer
Accepted as of the date hereof:
WACHOVIA SECURITIES, INC.,
By:/s/ MARK E. WAXMAN
--------------------
Name: Mark E. Waxman
Title: Director
I-3
SCHEDULE I
Number of
Initial Shares
Underwriter to be Purchased
----------- ---------------
Wachovia Securities, Inc. ........................................................... 2,814,126
Total ...................................................................... 2,814,126
SCHEDULE II
Title of Designated Shares: Common Shares of Beneficial Interest
Number of Designated Shares: 3,236,244 shares. The Designated Shares
consist of an aggregate of 2,814,126
Designated Shares (the "Initial Shares")
that the Underwriter has agreed to
purchase and that the Company has agreed
to sell and an aggregate of up to 422,118
Designated Shares (the "Option Shares")
that the Underwriter has the option to
purchase from the Company, all subject to
the terms and conditions set forth in
this Pricing Agreement and the
Underwriting Agreement incorporated by
reference herein.
Initial Offering Price to Public $30.90 per share.
Per Share for Designated Shares
Purchase Price per Share for $30.457 per share; provided, however,
Designated Shares to be Paid that the purchase price per share for any
by the Underwriter Option Shares purchased by the
Underwriter shall be reduced by an amount
per share equal to the aggregate amount
per share of any dividends or
distributions declared, paid or payable
with respect to the Initial Shares but
not payable with respect to such Option
Shares.
Specified funds for payment of Wire transfer of immediately available
purchase price: funds.
Names and addresses of Wachovia Securities, Inc.
Representative: 7 St. Paul Street
Baltimore, Maryland 21202
Address for Notices, etc.: Wachovia Securities, Inc.
7 St. Paul Street
Baltimore, Maryland 21202
Time of Delivery: 9:00 a.m. (New York City time) on May 14,
2003
Closing Location: Sidley Austin Brown & Wood LLP
555 California Street
San Francisco, California 94104
Place of Delivery of Designated New York, New York
Shares:
SCHEDULE III
List of Persons Subject to Lock-Up
Mark S. Ordan
Donald C. Wood
Larry E. Finger
IV-1