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) May 9, 2003 Federal Realty Investment Trust ------------------------------- (Exact name of registrant as specified in its charter) Maryland 1-07533 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 Item 7. Financial Statements and Exhibits. (c) Exhibits The exhibits listed in the following index relate to an offering under the Registrant's Registration Statement on Form S-3 (No. 333-100819) and each is filed herewith for incorporation by reference in such Registration Statement. The following table constitutes the exhibit index to this Current Report on Form 8-K. Exhibit No. Description 1.01 Underwriting Agreement, dated May 9, 2003, by and among the Registrant and Wachovia Securities, Inc. 1.02 Pricing Agreement, dated May 9, 2003, by and between the Registrant and the Underwriter named therein. 4.01 Specimen Common Share certificate (previously filed as Exhibit 4(i) to the Company's Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-07533) and incorporated herein by reference). 5.01 Opinion of Shaw Pittman LLP relating to the legality of the Common Shares. 8.01 Opinion of Shaw Pittman LLP relating to material tax matters relating to the Registrant. 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, thereunto duly authorized. FEDERAL REALTY INVESTMENT TRUST Date: May 13, 2003 By: /s/ Dawn M. Becker ------------------ Dawn M. Becker Senior Vice President, General Counsel and Secretary