Form 8-K

UNITED STATES

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 (Date of earliest event reported): November 28, 2006

 

Federal Realty Investment Trust

(Exact name of registrant as specified in its charter)

 

 

Maryland   1-07533   52-0782497

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

1626 East Jefferson Street

Rockville, Maryland 20852-4041

(301) 998-8100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 230.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Act (17 CFR 230.13e-4(c))

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following index relate to an offering under the Registrant’s Registration Statement on Form S-3 (No. 333-135159) and each is filed herewith for incorporation by reference in such Registration Statement.

 

Exhibit No.  

Description

1.1   Underwriting Agreement, dated November 28, 2006, by and among the Registrant and Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Bear, Stearns & Co. Inc., Banc of America Securities LLC, Commerzbank Capital Markets Corp., J.P. Morgan Securities Inc., Piper Jaffray & Co., PNC Capital Markets LLC and SunTrust Capital Markets, Inc.
1.2   Pricing Agreement, dated November 28, 2006, by and between the Registrant and certain underwriters named therein
4.1   Form of 5.40% Note due 2013
5.1   Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to legality of 5.40% Notes due 2013
8.1   Opinion of Pillsbury Winthrop Shaw Pittman LLP relating to material tax matters relating to the Registrant
12.1   Statement Regarding Computation of Ratio of Earnings to Fixed Charges
23.1   Consents of Pillsbury Winthrop Shaw Pittman LLP (contained in the opinions filed as Exhibits 5.1 and 8.1 hereto)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 30, 2006   By:  

/s/ Dawn M. Becker

    Dawn M. Becker
    Executive Vice President-General Counsel and Secretary