________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
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) June 11, 2003
-------------
REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
Florida 001-12298 59-3191743
------- --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 West Forsyth Street, Suite 200 32202
-----
Jacksonville, Florida
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904)-598-7000
--------------
Not Applicable
(Former name or former address, if changed since last report)
________________________________________________________________________________
________________________________________________________________________________
Item 9. Regulation FD Disclosure
On June 12, 2003, Regency Centers Corporation and Security Capital Group
Incorporated, an indirect wholly-owned subsidiary of General Electric Capital
Corporation, jointly issued a press release regarding Security Capital's plans
to sell up to 34.3 million shares of Regency common stock, representing all the
Regency stock owned by Security Capital, through an underwritten public
offering, forward sales contracts with certain of the underwriters expiring in
2004, and the sale of up to $150 million of shares to Regency. The text of the
press release is attached as Exhibit 99.1.
Regency and Security Capital have entered into a Purchase and Sale Agreement, a
copy of which is attached as Exhibit 99.2, in which Regency has agreed to
purchase up to $150 million of its shares owned by Security Capital at the same
per share price as the shares sold in the underwritten public offering.
Regency's purchase obligation will be reduced, based on a sliding scale, if the
public offering and the forward contracts do not reduce Security Capital's
ownership to 9.8% or less. Regency will have no purchase obligation if the
public offering and the forward contracts do not reduce Security Capital's
ownership to 15% or less. For purposes of these percentage calculations,
Security Capital will be deemed to have sold the shares covered by the forward
sales contracts and the underwriters' over-allotment options, and Regency's
total outstanding common stock will be reduced by an assumed purchase of $150
million of shares.
Regency and Security Capital have agreed, in an Agreement Relating to
Disposition of Shares, a copy of which is attached as Exhibit 99.3, that their
Stockholders Agreement will terminate if, as a result of these transactions,
Security Capital's ownership in Regency (excluding shares subject to the forward
contracts) has been reduced to 15% or less. Following the closing of the public
offering, Security Capital has agreed to vote all Regency shares subject to the
forward contracts over which it has voting power in the same proportion as
shares are voted by other shareholders of Regency. The agreement also provides
that following the closing, Joseph E. Parsons, President-North American Equity
Holdings of GE Real Estate and Security Capital's representative on Regency's
board of directors, will resign from Regency's board. In addition, Security
Capital has agreed to waive special ownership limits created for it in Regency's
articles of incorporation, provided that its ownership in Regency falls below
45% as a result of these transactions. Once Security Capital reduces its
ownership to 7% or less after the forward contracts settle in 2004, it will be
subject to the same 7% ownership limit in Regency's articles of incorporation
that applies to other shareholders.
2
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Joint press release issued by Regency
Centers Corporation and Security
Capital Group Incorporated on June 12,
2003.
Exhibit 99.2 Purchase and Sale Agreement among
Regency Centers Corporation, Security
Capital Group Incorporated and Security
Capital Shopping Mall Business Trust
dated June 11, 2003.
Exhibit 99.3 Agreement Relating to Disposition of
Shares between Regency Centers
Corporation and Security Capital
Group Incorporated dated June 11, 2003
3
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.
REGENCY CENTERS CORPORATION
(registrant)
June 12, 2003 By: /s/ J. Christian Leavitt
-------------------------------------
J. Christian Leavitt, Senior Vice
President, Finance and Principal
Accounting Officer
4