As filed with the Securities and Exchange Commission on January 17, 2001
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 59-3429602
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
REGENCY REALTY CORPORATION Florida 59-3191743
(Exact name of Additional (State of Incorporation of (IRS Employer
Registrants as specified Additional Registrants) Identification No.)
in their Charters)
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
(904) 356-7000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Martin E. Stein, Jr.,
Chairman and Chief Executive Officer
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
(904) 356-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Charles E. Commander III
Linda Y. Kelso
Foley & Lardner
200 Laura Street
Jacksonville, Florida 32202
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. o
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please check
the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |X|
333-72899
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act of 1933, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434 under
the Securities Act of 1933, please check the following box. o
<PAGE>
<TABLE>
<CAPTION>
Calculation of Registration Fee
-------------------------------------------------------------------------------------------------------
Title of Each Proposed
Class of Maximum
Securities to be Amount to be Aggregate Amount of
Registered Registered Offering Price Registration Fee
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt Securities $30,000,000 $30,000,000(1) $7,500
-------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(a) based on the offering price of the
securities registered.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3 filed by
Regency Centers, L.P., with the Securities and Exchange Commission on
February 24, 1999, under Registration No. 333-72899 is incorporated herein
by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jacksonville, State of Florida, on January 17,
2001.
REGENCY CENTERS, L.P.
By: REGENCY REALTY CORPORATION,
General Partner
By: /s/ Martin E. Stein, Jr.
--------------------------------------
Martin E. Stein, Jr., Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: January 17, 2001 /s/ Martin E. Stein, Jr.
-----------------------------------------
Martin E. Stein, Jr., Chairman of the
Board and Chief Executive Officer
Date: January 17, 2001 /s/ Mary Lou Fiala
-----------------------------------------
Mary Lou Fiala, President, Chief
Operating Officer and Director
Date: January 17, 2001 /s/ Bruce M. Johnson
-----------------------------------------
Bruce M. Johnson, Managing Director and
Principal Financial Officer
Date: January 17, 2001 /s/ J. Christian Leavitt
-----------------------------------------
J. Christian Leavitt, Senior Vice
President, Secretary, Treasurer and
Principal Accounting Officer
2
<PAGE>
Date: January ___, 2001 -----------------------------------------
Thomas B. Allin, Director
Date: January 17, 2001 *
-----------------------------------------
Raymond L. Bank, Director
Date: January 17, 2001 *
-----------------------------------------
A.R. Carpenter, Director
Date: January 17, 2001 *
-----------------------------------------
J. Dix Druce, Jr., Director
Date: January ___, 2001 -----------------------------------------
John T. Kelley, III, Director
Date: January 17, 2001 *
-----------------------------------------
Douglas S. Luke, Director
Date: January ___, 2001 -----------------------------------------
John C. Schweitzer, Director
Date: January ___, 2001 -----------------------------------------
Terry Worrell, Director
*/s/ Bruce M. Johnson
---------------------
Attorney-in-Fact
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jacksonville, State of Florida, on January 17,
2001.
REGENCY REALTY CORPORATION
By /s/ Martin E. Stein, Jr.
---------------------------------------
Martin E. Stein, Jr., Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: January 17, 2001 /s/ Martin E. Stein, Jr.
-----------------------------------------
Martin E. Stein, Jr., Chairman of the
Board and Chief Executive Officer
Date: January 17, 2001 /s/ Mary Lou Fiala
-----------------------------------------
Mary Lou Fiala, President, Chief
Operating Officer and Director
Date: January 17, 2001 /s/ Bruce M. Johnson
-----------------------------------------
Bruce M. Johnson, Managing Director and
Principal Financial Officer
Date: January 17, 2001 /s/ J. Christian Leavitt
-----------------------------------------
J. Christian Leavitt, Senior Vice
President, Secretary, Treasurer and
Principal Accounting Officer
Date: January ___, 2001 -----------------------------------------
Thomas B. Allin, Director
4
<PAGE>
Date: January 17, 2001 *
-----------------------------------------
Raymond L. Bank, Director
Date: January 17, 2001 *
-----------------------------------------
A.R. Carpenter, Director
Date: January 17, 2001 *
-----------------------------------------
J. Dix Druce, Jr., Director
Date: January ___, 2001 -----------------------------------------
John T. Kelley, III, Director
Date: January 17, 2001 *
-----------------------------------------
Douglas S. Luke, Director
Date: January ___, 2001 -----------------------------------------
John C. Schweitzer, Director
Date: January ___, 2001 -----------------------------------------
Terry Worrell, Director
*/s/ Bruce M. Johnson
---------------------
Attorney-in-Fact
5
<PAGE>
EXHIBIT INDEX
1. Form of Underwriting Agreement (incorporated by reference to Form
8-K filed April 12, 1999)
4.1 Trust Indenture (incorporated by reference to Exhibit 4.1 of
Registration Statement No. 333-72899)
4.2 Form of Note (incorporated by reference to Exhibit 4.1 of
Registration Statement No. 333-72899)
4.3 Form of Guaranty (incorporated by reference to Exhibit 4.1 of
Registration Statement No. 333-72899)
5.* Opinion of Foley & Lardner as to legality of the securities to be
issued
8. Opinion of Foley & Lardner as to tax matters
23.1 Consent of KPMG LLP
23.2 Consent of Foley & Lardner (included as part of Exhibits 5 & 8)
24. Power of Attorney (incorporated by reference to Registration
Statement No. 333-72899)
25.1 Statement of Eligibility and Qualifications of Trustee
* To be filed by a current report on Form 8-K pursuant to the Securities
Exchange Act of 1934.
