SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- FORM 8-K 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 23, 1999 ----------------- FEDERAL REALTY INVESTMENT TRUST ------------------------------- (Exact Name of Registrant as Specified in Charter) Maryland 1-7533 52-0782497 ----------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1626 East Jefferson Street, Rockville, Maryland 20852-4041 ----------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (301) 998-8100 -------------- Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ---------------------------------------------------------------------- Exhibit Index is on page 1. Item 5. Other Events. ------------- Attached as exhibits to this form are the documents listed at Item 7(c). Item 7. Financial Statements and Exhibits. ---------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit No. Description --- ----------- 1.1 Underwriting Agreement, dated as of November 23, 1999, by and among Federal Realty Investment Trust and the several Underwriters named therein, for whom Goldman, Sachs & Co., J.P. Morgan Securities Inc., First Union Securities, Inc., PNC Capital Markets, Inc. and Warburg Dillon Read LLC will act as representatives. 4.1 Form of $175,000,000 8 3/4% Notes due December 1, 2009. 5.1 Opinion of Hogan & Hartson L.L.P. as to the validity of the notes being issued. 8.1 Opinion of Hogan & Hartson L.L.P regarding certain tax matters. 23.1 Consent of Hogan & Hartson L.L.P. regarding the validity of the notes being issued (included in Exhibit 5.1). 23.2 Consent of Hogan & Hartson L.L.P. regarding certain tax matters (included in Exhibit 8.1). 99.1 Press release from Moody's Investors Service, dated November 15, 1999. 99.2 Press release from Standard & Poor's, dated November 16, 1999. 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 ------------------------------- (Registrant) Date: November 29, 1999 By: /s/ Nancy J. Herman -------------------- Nancy J. Herman Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit Page No. Description No. --- ----------- --- 1.1 Underwriting Agreement, dated as of November 23, 1999, by and among Federal Realty Investment Trust and the several Underwriters named therein, for whom Goldman, Sachs & Co., J.P. Morgan Securities Inc., First Union Securities, Inc., PNC Capital Markets, Inc. and Warburg Dillon Read LLC will act as representatives. 4.1 Form of $175,000,000 8 3/4% Notes due December 1, 2009. 5.1 Opinion of Hogan & Hartson L.L.P. as to the validity of the notes being issued. 8.1 Opinion of Hogan & Hartson L.L.P regarding certain tax matters. 23.1 Consent of Hogan & Hartson L.L.P. regarding the validity of the notes being issued (included in Exhibit 5.1). 23.2 Consent of Hogan & Hartson L.L.P. regarding certain tax matters (included in Exhibit 8.1). 99.1 Press release from Moody's Investors Service, dated November 15, 1999. 99.2 Press release from Standard & Poor's, dated November 16, 1999.