As filed with the Securities and Exchange Commission on July 23, 1998
Registration No. 333-52089
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
REGENCY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-3191743
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
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.,
President 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
<TABLE>
Calculation of Registration Fee
<CAPTION>
Title of each Proposed Proposed
class of maximum maximum
securities to be Amount to be offering price aggregate Amount of registration
registered registered per unit(1) offering price(1) fee(1)
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 5,900,478 Shares $26.03 $153,589,442 $45,309
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
(1) Pursuant to Rule 457(c) under the Securities Act of 1933, the
registration fee has been calculated based on the average of the
high and low prices reported on the New York Stock Exchange (i) on
May 1, 1998 as to 5,868,510 shares originally covered by this
registration statement and (ii) on July 20, 1998 as to the
additional 31,968 shares covered hereby.
<PAGE>
SUBJECT TO COMPLETION - DATED JULY 23, 1998
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there by
any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
PROSPECTUS
5,900,478 SHARES
Regency Realty Corporation
Common Stock ($.01 par value)
Regency Realty Corporation (the "Company") is a fully-integrated, self-
administered and self-managed real estate investment trust ("REIT") that
owns and operates neighborhood and community shopping centers in the
eastern half of the United States. Since its initial public offering in
November 1993, the Company has paid regular quarterly dividends to its
stockholders.
The Common Stock being offered hereby will be sold from time to time by
the selling shareholders or by their permitted transferees (the "Selling
Shareholders"). The Selling Shareholders currently own shares of Common
Stock or units of limited partnership interest ("Units") in Regency
Centers, L.P. (the "Regency Partnership"), a Delaware limited partnership
of which the Company is the sole general partner and in which the Company
owns a controlling interest. In addition to shares of Common Stock issued
directly by the Company to certain Selling Shareholders, the shares of
Common Stock referred to in this Prospectus are shares that the Selling
Shareholders may acquire upon presentation by the Selling Shareholders of
Units to the Regency Partnership for redemption. There is no assurance
that any of such shares will be offered or sold by the Selling
Shareholders hereunder.
The Company will pay certain of the expenses of this offering; however,
the Selling Shareholders will bear the cost of all brokerage commissions
and discounts incurred in connection with the sale of the shares to which
this Prospectus relates. The Company will not receive any of the proceeds
from the sale of the shares to which this Prospectus relates.
The shares of Common Stock are subject to certain restrictions on
transferability designed to preserve the Company's status as a REIT and a
domestically-owned REIT for federal income tax purposes. The Common Stock
is not a suitable investment for persons who are foreign investors,
including entities that are directly or indirectly owned by foreign
investors. To ensure that the Company qualifies as a REIT, the ownership
by any person of more than 7% by value of the Company's Common Stock is
restricted, with certain exceptions. See "Capital Stock -- Restrictions
on Ownership."
Sales may be made on one or more exchanges or in the over-the-counter
market, or otherwise at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions,
or to one or more underwriters for resale to the public.
The Company's Common Stock is listed on the New York Stock Exchange (the
"NYSE") under the symbol "REG."
See "Risk Factors" on pages 4 to 8 for a discussion of certain material
factors which should be considered in connection with an investment in the
Common Stock offered hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ________, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports and other
information concerning the Company may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following regional offices of the Commission: New York Office, Seven
World Trade Center, 13th Floor, New York, New York 10048 and Chicago
Office, Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may also be obtained
from the public reference section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Commission also
maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants, including the
Company, that file electronically with the Commission. The address of
such Web site is http://www.sec.gov. In addition, the Company's Common
Stock is listed on the NYSE and similar information concerning the Company
can be inspected and copied at the offices of the NYSE, 20 Broad Street,
New York, New York 10005.
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"), to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are hereby incorporated in this Prospectus by
reference, except as superseded or modified herein:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
2. The Company's Current Report on Form 8-K dated January 12, 1998, as
amended by Form 8-K/A dated March 11, 1998.
3. The Company's Current Report on Form 8-K dated January 14, 1998.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
5. The description of Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on
August 30, 1993, and declared effective on October 29, 1993, including
portions of the Company's Registration Statement on Form S-11 (No. 33-
67258) incorporated by reference therein.
Each document filed by the Company subsequent to the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act and prior to the termination of the offering of the Common Stock shall
be deemed to be incorporated in this Prospectus by reference and to be a
part hereof from the date of the filing of such document. Any statement
contained in a document incorporated by reference shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed incorporated
document modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of any such
person, a copy of any document described above that has been incorporated
in this Prospectus by reference and not delivered with this Prospectus or
any preliminary Prospectus distributed in connection with the offering of
the Common Stock, other than exhibits to such document referred to above
unless such exhibits are specifically incorporated by reference herein.
Requests should be directed to Ms. Brenda Paradise, the Company's Director
of Shareholder Relations, 121 West Forsyth Street, Suite 200,
Jacksonville, Florida 32202 (telephone: (904) 356-7000).
RISK FACTORS
Prospective investors should carefully consider the following
information in conjunction with the other information contained in this
Prospectus before purchasing Common Stock. This Prospectus contains
certain forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) and information relating to the
Company that is based on the beliefs of the management of the Company, as
well as assumptions made by and information currently available to the
management of the Company. When used in this Prospectus, the words
"estimate," "project," "believe," "anticipate," "intend," "expect" and
similar expressions are intended to identify forward-looking statements.
Such statements involve known and unknown risks, uncertainties and other
factors, including those identified herein and elsewhere in this
Prospectus that may cause the actual results, performance or achievements
of the Company, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following: general economic and business conditions; changes in customer
preferences; competition; changes in technology; the integration of any
acquisitions, including the acquisitions relating to the Branch and
Midland Partners (each as defined herein); changes in business strategy;
the indebtedness of the Company; quality of management, business abilities
and judgment of the Company's personnel; the availability, terms and
deployment of capital; and various other factors referenced in this
Prospectus. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The
Company does not undertake any obligation to publicly release any
revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Significant Reliance on Major Tenants
The Company derives significant revenues from certain anchor tenants
that occupy more than one center. The Company could be adversely affected
in the event of the bankruptcy or insolvency of, or a downturn in the
business of, any of it major tenants, or in the event that any such tenant
does not renew its leases as they expire or renews at lower rental rates.
Vacated anchor space not only would reduce rental revenues if not
retenanted at the same rental rates but also could adversely affect the
entire shopping center because of the loss of the departed anchor tenant's
customer drawing power. Loss of customer drawing power also can occur
through the exercise of the right that most anchors have to vacate and
prevent retenanting by paying rent for the balance of the lease term, or
the departure of an anchor tenant that owns its own property. In
addition, in the event that certain major tenants cease to occupy a
property, such an action may result in certain other tenants having the
right to terminate their leases at the affected property, which could
adversely affect the future income from such property.
Tenants may seek the protection of the bankruptcy laws, which could
result in the rejection and termination of their leases and thereby cause
a reduction in the cash flow available for distribution by the Company.
Such reduction could be material if a major tenant files bankruptcy.
Geographic Concentration of Properties
The Company's performance is dependent on the economic conditions in
markets in which its properties are concentrated, including Florida and
Georgia. The Company could be adversely affected by such geographic
concentration if market conditions, such as an oversupply of space or a
reduction in demand for real estate, in such areas become more competitive
relative to other geographic areas.
Risk of the Company's Rapid Growth Through Acquisitions
The Company has pursued extensive growth opportunities. This expansion
has placed significant demands on its operational, administrative and
financial resources. The continued growth of the Company's real estate
portfolio can be expected to continue to place a significant strain on its
resources. The Company's future performance will depend in part on its
ability to successfully attract and retain qualified management personnel
to manage the growth and operations of the Company's business and to
finance such acquisitions. In addition, acquired properties may fail to
operate at expected levels due to the numerous factors which may affect
the value of real estate. There can be no assurance that the Company will
have sufficient resources to identify and manage acquired properties or
otherwise be able to maintain its historic rate of growth.
Risks Related to Partnership Structure
The Company's primary property-owning vehicle is Regency Centers, L.P.,
of which the Company is the general partner. The Company's acquisition of
properties through the Partnership in exchange for interests in the
Partnership may permit certain tax deferral advantages to limited partners
who contribute properties to the Partnership. Since properties
contributed to the Partnership may have unrealized gain attributable to
the difference between the fair market value and adjusted tax basis in
such properties prior to contribution, the sale of such properties could
cause adverse tax consequences to the limited partners who contributed
such properties. Although the Company, as the general partner of the
Partnership, generally has no obligation to consider the tax consequences
of its actions to any limited partner, there can be no assurance that the
Partnership will not acquire properties in the future subject to material
restrictions designed to minimize the adverse tax consequences to the
limited partners who contribute such properties. Such restrictions could
result in significantly reduced flexibility to manage the Company's
assets.
General Risks Relating to Real Estate Investments
Value of Real Estate Dependent on Numerous Factors. Real property
investments are subject to varying degrees of risk. Real estate values
are affected by a number of factors, including changes in the general
economic climate, local conditions (such as an oversupply of space or a
reduction in demand for real estate in an area), the quality and
philosophy of management, competition from other available space, the
ability of the owner to provide adequate maintenance and insurance and to
control variable operating costs. Shopping centers, in particular, may be
affected by changing perceptions of retailers or shoppers regarding the
safety, convenience and attractiveness of the shopping center and by the
overall climate for the retail industry generally. Real estate values are
also affected by such factors as government regulations, interest rate
levels, the availability of financing and potential liability under, and
changes in, environmental, zoning, tax and other laws. As substantially
all of the Company's income is derived from rental income from real
property, the Company's income and cash flow would be adversely affected
if a significant number of the Company's tenants were unable to meet their
obligations to the Company, or if the Company were unable to lease on
economically favorable terms a significant amount of space in its
properties. In the event of default by a tenant, the Company may
experience delays in enforcing, and incur substantial costs to enforce,
its rights as landlord.
Equity real estate investments are relatively illiquid and therefore
may tend to limit the ability of the Company to react promptly in response
to changes in economic or other conditions. In addition, certain
significant expenditures associated with each equity investment (such as
mortgage payments, real estate taxes and maintenance costs) are generally
not reduced when circumstances cause a reduction in income from the
investment.
Difficulties and Costs Associated with Renting Unleased and Vacated
Space. The ability of the Company to rent unleased or vacated space will
be affected by many factors, including certain covenants restricting the
use of other space at a property found in certain leases with shopping
center tenants. If the Company is able to relet vacated space, there is
no assurance that rental rates will be equal to or in excess of current
rental rates. In addition, the Company may incur substantial costs in
obtaining new tenants, including leasing commissions and tenant
improvements. The Company also may have difficulty maintaining existing
or obtaining new tenants if other space at a property is vacated.
Restrictions on, and Risks of, Unsuccessful Development Activities.
The Company intends to selectively pursue development activities as
opportunities arise. Such development activities generally require
various government and other approvals, the receipt of which cannot be
assured. The Company will incur risks associated with any such
development activities. These risks include the risk that development
opportunities explored by the Company may be abandoned; the risk that
construction costs of a project may exceed original estimates, possibly
making the project unprofitable; lack of cash flow during the construction
period; and the risk that occupancy rates and rents at a completed project
will not be sufficient to make the project profitable. In case of an
unsuccessful development project, the Company's loss could exceed its
investment in the project. Also, there are competitors seeking properties
for development, some of which may have greater resources than the
Company.
Adverse Effect of Market Interest Rates on Stock Prices
One of the factors that may influence the trading price of the
Company's Common Stock is the annual dividend rate on such stock as a
percentage of its market price. An increase in market interest rates may
lead purchasers of shares of such stock to demand a higher annual dividend
rate, which could adversely affect the market price of such stock and the
Company's ability to raise additional equity in the public markets.
Risks of Losing Property Management Contracts
The Company is subject to the risks associated with the management of
properties owned by third parties. These risks include the risk that
management contracts with third party owners (which typically are
cancelable upon 30 days' notice) will be lost due to the sale of such
property or to competitors, and that contracts may not be renewed upon
expiration or may not be renewed on terms consistent with current terms.
Any of these developments would adversely affect the ability of the
Company to make expected distributions to its shareholders.
Adverse Effect of Uninsured Loss on Performance
The Company carries comprehensive liability, fire, flood, extended
coverage and rental loss insurance with respect to its properties with
policy specifications and insured limits customarily carried for similar
properties. The Company believes that the insurance carried on its
properties is adequate in accordance with industry standards. There are,
however, certain types of losses (such as from hurricanes, wars or
earthquakes) which may be uninsurable, or the cost of insuring against
such losses may not be economically justifiable. Should an uninsured loss
occur, the Company could lose both the invested capital in and anticipated
revenues from the property, and would continue to be obligated to repay
any recourse mortgage indebtedness on the property.
Uncertainty of Availability of Refinancing; Risks of Increased Interest
Rates
The Company does not expect to generate sufficient funds from
operations to make balloon principal payments when due on its
indebtedness. There can be no assurance that the Company will be able to
refinance such indebtedness or to otherwise obtain funds to make such
payments by selling assets or raising equity. An inability to make such
balloon payments when due could cause the mortgage lenders to foreclose on
the properties securing such indebtedness, which would have a material
adverse effect on the Company. In addition, interest rates and other
terms on any loans obtained to refinance such indebtedness may be less
favorable than the rates on the current indebtedness.
To the extent that the Company is obligated on floating rate debt, and
to the extent that exposure to increases in interest rates is not
eliminated through interest rate protection or cap agreements, such
increases may adversely affect the Company's performance.
Federal Income Tax Considerations
There are a number of issues associated with an investment in a REIT
that are related to the federal income tax laws, including, but not
limited to, the consequences of failing to continue to qualify as a REIT.
See "Federal Income Tax Considerations."
Concentration of Ownership of Company Common Stock
Security Capital Holdings S.A. (together with its parent company,
Security Capital U.S. Realty, "SC-USREALTY") is entitled to own up to 45%
of the Common Stock, on a fully diluted basis. SC-USREALTY is the
Company's single largest shareholder and has participation rights
entitling it to maintain its percentage ownership of the Common Stock.
SC-USREALTY has the right to nominate a proportionate number of the
directors of the Company's Board, rounded down to the nearest whole
number, based upon its ownership of outstanding shares of Common Stock,
but not to exceed 49% of the Board. Although certain standstill
provisions preclude SC-USREALTY from increasing its percentage interest in
the Company for a period of at least five years (subject to certain
exceptions) and SC-USREALTY is subject to certain limitations on its
voting rights with respect to its shares of Common Stock during that time,
SC-USREALTY nonetheless has substantial influence over the Company's
affairs. This concentration of ownership in one shareholder could be
disadvantageous to other shareholders' interests. The director
nomination, voting and other rights granted to SC-USREALTY, although
subject to certain limitations during the standstill period, may make it
more difficult for other shareholders to challenge the Company's director
nominees, elect their own nominees as directors, or remove incumbent
directors and may render the Company a less attractive target for an
unsolicited acquisition by an outsider. If the standstill period or any
standstill extension term terminates, SC-USREALTY could be in a position
to control the election of the Board or the outcome of any corporate
transaction or other matter submitted to the shareholders for approval.
The Company has agreed with SC-USREALTY to certain limitations on
Regency's operations, including restrictions relating to (i) incurrence of
total indebtedness exceeding 60% of the gross book value of Regency's
consolidated assets, (ii) investments in properties other than shopping
centers in specified states in the eastern United States, and
(iii) certain other matters. In addition, the Company has agreed to
certain limitations on the amount of assets that it owns indirectly
through other entities and the manner in which it conducts its business
(including the type of assets that it can acquire and own and the manner
in which such assets are operated). These restrictions, which are
intended to permit SC-USREALTY to comply with certain requirements of the
Internal Revenue Code of 1986, as amended (the "Code"), and other
countries' tax laws applicable to foreign investors, limit somewhat the
Company's flexibility to structure transactions that might otherwise be
advantageous to the Company. Although the Company does not believe that
the limitations imposed on its activities will materially impair its
ability to conduct its business, there can be no assurance that these
limitations will not adversely affect the Company's operations in the
future.
Unsuitable Investment for Non-U.S. Investors
Section 5.14 of the Company's Articles of Incorporation (the
"Articles") contains provisions designed to preserve the Company's status
as a domestically controlled REIT. Section 5.14 of the Articles prohibits
the issuance or transfer of the Company's capital stock if it would result
in the fair market value of all capital stock owned directly or indirectly
by Non-U.S. Persons (as defined in the Articles) to comprise 5% or more
(excluding shares owned by SC-USREALTY) or 50% or more (including shares
owned by SC-USREALTY) of the fair market value of the Company's
outstanding capital stock. Any shares issued or transferred in violation
of this restriction will be void, or if such remedy is invalid, will be
subject to the provisions for "excess shares" described in "Capital Stock
-- Restrictions on Ownership."
Anti-Takeover Effect of Ownership Limit, Staggered Board, Preferred Stock,
Florida Business Corporation Act and Certain Other Matters
Ownership of more than 7% by value of the Company's outstanding capital
stock by certain persons has been restricted for the purpose of
maintaining the Company's qualification as a REIT, with certain
exceptions. See "Capital Stock--Restrictions on Ownership." This 7%
limitation may discourage a change in control of the Company and may also
(i) deter tender offers for the capital stock, which offers may be
attractive to the shareholders, or (ii) limit the opportunity for
shareholders to receive a premium for their capital stock that might
otherwise exist if an investor attempted to assemble a block in excess of
7% of the outstanding capital stock or to effect a change in control of
the Company. Additionally, the division of the Company's Board of
Directors into three classes with staggered three-year terms may have the
effect of deterring certain potential acquisitions of the Company because
control of the Company's Board of Directors could not be obtained at a
single annual meeting of shareholders.
The Company's Articles authorize the Board of Directors to issue up to
10,000,000 shares of Preferred Stock and 10,000,000 shares of Special
Common Stock and to establish the preferences and rights of any shares
issued. The issuance of Preferred Stock or Special Common Stock could
have the effect of delaying or preventing a change in control of the
Company even if a change in control were in the shareholders' interest.
The provisions of the Florida Business Corporation Act regarding control
share acquisitions and affiliated transactions could also deter potential
acquisitions of the Company by preventing the acquiring party from voting
the Common Stock it acquires or consummating a merger or other
extraordinary corporate transaction without the approval of the
disinterested shareholders.
Potential Environmental Liability
Under various federal, state and local laws, ordinances and
regulations, an owner or manager of real estate may be liable for the
costs of removal or remediation of certain hazardous or toxic substances
on or in such property. Such laws often impose such liability without
regard to whether the owner knew of, or was responsible for, the presence
of such hazardous or toxic substances. The cost of any required
remediation and the owner's liability therefor could exceed the value of
the property and/or the aggregate assets of the owner. The presence of
such substances, or the failure to properly remediate such substances, may
adversely affect the owner's ability to sell or rent such property or
borrow using such property as collateral.
THE COMPANY
The Company is a self-administered and self-managed REIT which
acquires, owns, develops, and manages neighborhood and community shopping
centers in targeted in fill markets in the eastern United States. The
Company's executive offices are located at 121 West Forsyth Street, Suite
200, Jacksonville, Florida 32202, and its telephone number is (904) 356-
7000.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
shares of Common Stock. See "Selling Shareholders" and "Plan of
Distribution."
SELLING SHAREHOLDERS
The 5,900,478 shares of Common Stock to which this Prospectus relates
(the "Shares") constitute (a) shares of Common Stock issued to the
partners of Branch Properties, L.P. (the "Branch Partners") pursuant to
the Contribution Agreement and Plan of Reorganization dated as of February
10, 1997 (the "Branch Contribution Agreement"), pursuant to which Branch
Properties, L.P. contributed certain assets to the Regency Partnership,
(b) the maximum number of shares of Common Stock issued or issuable upon
redemption of the Original Limited Partnership Units and the Class A Units
of the Regency Partnership issued or issuable to the Branch Partners in
connection with the Branch Contribution Agreement and (c) the maximum
number of shares of Common Stock issuable upon redemption of the Class 2
Units of the Regency Partnership issued or issuable to equity owners of
Midland Development Group, Inc. and certain entities affiliated therewith
(the "Midland Partners") in connection with the contribution of certain
assets of such entities to the Regency Partnership. The Original Limited
Partnership Units, the Class A Units and the Class 2 Units may be redeemed
by the Branch Partners and the Midland Partners from time to time in
exchange for cash or on a one-for-one basis for shares of Common Stock, at
the election of the Company, as general partner.
Pursuant to the Branch Contribution Agreement, 155,797 shares of Common
Stock were issued to certain Branch Partners upon the closing of the
transactions contemplated thereby. There are currently 704,677 Original
Limited Partnership Units and Class A Units outstanding and 3,699,799
shares of Common Stock which have been issued upon redemption of Original
Limited Partnership Units and Class A Units, all of which are held by
Branch Partners in the amounts indicated below. In addition, the Branch
Partners may be entitled to receive up to 215,093 additional Original
Limited Partnership Units and 82,971 additional Shares in payment of
property earn-outs ("Earn-Out Units/Shares").
There are currently 401,091 Class 2 Units outstanding, all of which are
held by Midland Partners in the amounts indicated below. No Class 2 Units
have been redeemed for shares of Common Stock on the date hereof. In
addition, the Midland Partners may be entitled to receive up to an
estimated 777,203 additional Class 2 Units as Earn-Out Units in payment of
property earn-outs.
The Branch Partners and the Midland Partners (collectively, the
"Selling Shareholders") may sell from time to time all or a portion of the
Shares. Affiliates of and members of the immediate family of the Selling
Shareholders ("Permitted Transferees") may also sell such shares hereunder
which they have acquired from the Selling Shareholders.
Except as noted below, assuming that the Selling Shareholders sell all
Shares to which this Prospectus relates and acquire no other shares of
Common Stock prior to completion of this offering, each Selling
Shareholder will own less than 1% of the outstanding shares of Common
Stock upon completion of this offering. Alexander Branch and Lee
Wielansky are members of the Board of Directors of the Company and may be
entitled to receive additional shares of Common Stock in the future for
their service as directors.
<TABLE>
<CAPTION>
Maximum No. of
No. of Earn-Out
Shares Units/Shares
Currently Owned Issuable to
Name of Branch Partner by Branch Partner(1) Branch Partner(2)
---------------------- -------------------- ----------------------
<S> <C> <C>
Rudolph Augstein 363,486 9,625
BAF Holding Corp. 20,686 838
Branch/InterAllianz Realty
Fund, L.P. 28,214 1,144
Branch Investment Co., 111,359 21,263
Inc.(4)
Branch Investment Group, 496 20
Inc.
Irene Graats Branch as
trustee for George G.
Branch(4) 1,284 52
Irene Graats Branch as
trustee for Christopher
M. Branch(4) 1,284 52
J. Alexander Branch, 141,456 44,919
III(4)(5)
Dr. Michael Beier 8,623 350
Rebie M. Benedict 4,137 168
Roger Biard 11,123 451
Hans J. Biderman 10,342 419
Dr. Axel Born 15,983 648
Stephen D. Broome(6) 15,431 5,172
G. Owen Brown 1,456 59
Chris Case* 3,108 832
C. William Close, Jr.
Trust 1,523 0
Mary S. Close 1,541 62
Betsy Branch Conant 761 0
Coro, Inc. 1,383 56
DLJSC as Custodian FBO
J. Peek Garlington IRA 6,206 252
Rollover Account
Dal Vast B.V., Inc. 20,687 839
Erika Dirtle 11,514 467
Katja Dirtle 5,762 234
Willi Dirtl 2,881 117
Euart Investment Co., 25,659 4,900
Inc.(7)
John F. Euart, Jr.*(7) 32,660 10,417
Dr. Albert Feichtner 5,449 221
Fontana Insurance
Brokerage, Ltd. 13,111 531
Frascati Im-Und Export
GmbH, Inc. 42,111 1,707
Susanna M. Garlington 10,655 432
Gardiner Garrard 6,206 252
Gehrke Investments, Ltd. 7,987 324
German Hope Properties, 2,598 105
Inc.
Dr. rer. nat. Gert Hagen 5,373 218
Mark Gottlieb 3,622 853
Nina Gretsch 6,206 252
Helen C. Griffith 8,445 342
Robert S. Griffith, Jr. 40,355 1,636
Robert S. Griffith, Jr.
IRA Rollover 5,561 225
Dr. Ulrich Guntram 7,981 323
Dr. Helmut Hageman 55,928 2,267
Warren R. Hall(8) 77,349 20,995
Gerda Holm 10,370 420
Werner Holm 68,158 2,763
Hop Equities, Ltd. 142,328 5,769
Volker Jakobs 9,394 381
JH Holdings, Ltd. 22,755 922
Lawrence P. Kelly 1,241 50
Klaus Nottbohm
Investments, Ltd. 7,987 324
A. J. Land, Jr. 3,724 151
Richard H. Lee(9) 54,740 15,580
Leo Freiherr von Diergardt
Verwaltungs, K.G. 153,949 6,240
Michael Lichtenauer 2,568 104
John W. Lundeen III(10) 29,322 7,191
Harry Morgan 1,241 50
Dr. Michael Muth 23,686 960
Henk Nieuwenhuys 1,941 79
Peter Nunn 5,373 218
Dr. Arend Oetker 49,413 2,003
Opportunity Capital
Partners II Ltd. 1,948,854 78,994
Partnership(11)
Patti Pearlberg* 3,108 832
Dr. Lutz Peters 49,771 2,017
RHL Investment Co., 38,488 7,349
Inc.(9)
Dr. Wilhelm Rall 27,964 1,133
R.E.N.L., Ltd. 10,342 419
Hajo Riesenbeck 7,981 323
Hermann Hinrich Reemtsma 41,699 1,690
Franz und Rita Rohrbach 5,135 208
Richard H. Ross 14,338 1,418
SDB Investment Co., 12,829 2,449
Inc.(6)
Hans Stegmann 15,983 648
Dr. B. Schwaighofer 24,116 467
Dr. G. Schwaighofer 11,514 467
Dr. Lothar Tirala 5,762 234
Nick Telesca 55,445 14,838
Armin Timmermann 15,983 648
Michael Ulmer 58,718 2,380
Michaele Ulmer 20,752 841
Gustav Adolph von Halem 27,763 1,125
Herbert von Halem 27,314 1,107
Gundolf von Hammerstein 21,851 886
Philipp von Hammerstein 5,463 221
Sophie von Hammerstein 5,463 221
Valerie von Hammerstein 5,463 221
Dr. Georg von Segesser 15,983 648
Dr. Renate Waclawiczek 8,644 350
Warren Investments, 51,318 9,799
Inc.(8)
WEN Investments, Inc.(10) 16,936 3,232
West Shaw Properties, Inc. 10,342 419
Marianne Wittich 27,964 1,133
Hans Wolfgang Zanders 71,911 2,915
Stan Zippin* 3,108 832
<PAGE>
Maximum No. of
No. of Earn-Out
Shares Units/Shares
Currently Owned Issuable to
Name of Midland Partner by Midland Partner(1) Midland Partner(2)
----------------------- --------------------- ---------------------
Joseph H. Apter(12) 50,461 134,944
Joseph Bernstein 6,200 0
David Birdsall 0 1,016
Blatt Family Limited 15,393 0
Partnership
Aaron Boyle 788 1,204
Mark Bredonkoetter 708 150
Constance Brickman 3,099 0
Mark Brickman 3,099 0
Mark E. Brickman 1984
Trust 5,060 1,693
Ned. M. Brickman(12) 60,676 142,205
John C. Compton* 1,721 3,612
Robert S. Duncan 13,123 12,039
Andrew Epstein 512 113
Harry Epstein 6,115 0
Harry L. Epstein 1993 5,060 1,693
Trust
Dan J. Fox* 7,181 12,114
Heritage Investments 5,060 1,693
Rodney K. Jones*(12) 30,830 131,747
Scott Katz 1,721 3,198
Bart J. Margiotta* 1,722 4,101
and Dorothea Ann
Margiotta
Tom D. Maurer III* 0 414
Steven Miller 4,461 3,461
Alan Nageleisen 116 828
Stephen M. Notestine*(12) 57,182 140,550
David J. Reif 0 16,139
James K. Rosen* and 281 1,881
Sheryl G. Rosen
John Rubenstein 512 113
Scott Samuelson 1,462 226
John I. Silverman* 29,388 10,270
and Nancy G. Silverman
Richard R. Sims* and 4,957 4,853
Cecelia R. Sims
Roland Uphoff* 0 226
Mark van Matre 0 602
Craig S. Wielansky 0 2,822
Lee S. Wielansky*(12)(13) 68,810 143,296
Wolf Family Limited 15,393 0
Partnership
</TABLE>
________________________
* Employee of the Company.
(1) Includes the number of Original Limited Partnership Units and Class A
Units currently owned by the Branch Partner which are redeemable on a
one-for-one basis for shares of Common Stock.
(2) The number of Earn-Out Units/Shares is an estimate only since
property earn-outs are contingent on certain performance criteria and
are not fixed on the date hereof, although certain earn-outs may not
exceed specified amounts.
(3) Includes the number of Class 2 Units currently owned by the Midland
Partner which are redeemable on a one-for-one basis for shares of
Common Stock.
(4) Mr. Branch beneficially owns 1,608 shares of Common Stock and holds
presently exercisable options to purchase 2,000 shares in addition to
the Shares which may be sold hereby. Irene Graats Branch, Mr.
Branch's wife, holds are additional 2,568 Shares issuable upon
redemption of Units as trustee for the benefit of their children. In
addition, Branch Investment Co. is controlled by Mr. Branch.
(5) Mr. Branch has agreed not to transfer or redeem Units during any
three-month period during the two year period ending on March 7, 2000
in excess of the number arrived at by (a) multiplying 12.5% times the
number, plus one, of quarterly periods elapsed since March 7, 1998,
times the total Shares (including Units) issued to Mr. Branch and (b)
subtracting the total number of Shares (including Units) that Mr.
Branch has transferred.
(6) Stephen D. Broome owns a controlling interest in SDB Investment Co.,
Inc.
(7) Euart Investment Co., Inc. is an affiliate of John F. Euart, Jr., an
officer of the Company and a selling shareholder.
(8) Warren Hall owns a controlling interest in Warren Investments, Inc.
(9) Richard H. Lee owns a controlling interest in RHL Investment Co., Inc.
(10) John W. Lundeen III owns a controlling interest in WEN Investments,
Inc.
(11) Pursuant to a Schedule 13G filed on May 9, 1997 by LaSalle Advisors
Limited Partnership and ABKB/LaSalle Securities Limited Partnership
(collectively, "LaSalle"), such entities beneficially owned in the
aggregate 267,250 shares of Common Stock other than the Shares which
may be sold hereby by Opportunity Capital Partners II Limited
Partnership. LaSalle is an affiliate of the general partner of
Opportunity Capital Partners II Limited Partnership.
(12) Each of Messrs. Apter, Brickman, Jones, Notestine and Wielansky has
agreed not to redeem any Units until March 1, 1999, and to limit
transfers and redemptions during any three-month period during the two
years thereafter to no more than 12.5% of his total Units issued at
the time of the transfer.
(13) Mr. Wielansky has the right to acquire immediately 38,182 shares of
Common Stock in addition to those which may be sold hereby.
CAPITAL STOCK
The authorized capital stock of the Company consists of 150,000,000
shares of Common Stock, par value $0.01 per share, 10,000,000 shares of
Special Common Stock, par value $0.01 per share, and 10,000,000 shares of
Preferred Stock, par value $0.01 per share, including 1,600,000 shares of
8.125% Series A Cumulative Redeemable Preferred Stock. The summary
description of the Company's capital stock set forth herein does not
purport to be complete and is qualified in its entirety by reference to
the Company's Articles.
Common Stock
The holders of the Company's Common Stock are entitled to one vote per
share on all matters voted on by shareholders, including elections of
directors, and, except as otherwise required by law or provided in any
resolution adopted by the Board of Directors with respect to any series of
Preferred Stock establishing the powers, designations, preferences and
relative, participating, option or other special rights of such series,
the holders of Common Stock (together with the holders of any class or
series of Special Common Stock that does not have limited voting rights)
exclusively possess all voting power. The Articles do not provide for
cumulative voting in the election of directors. Subject to any
preferential rights of any outstanding series of Preferred Stock, the
holders of Common Stock are entitled to such dividends as may be declared
from time to time by the Board of Directors from funds legally available
therefor, and upon liquidation are entitled to receive pro rata all assets
of the Company available for distribution to such holders. All shares of
Common Stock offered hereby, upon issuance against full payment of the
purchase price therefor, will be fully paid and nonassessable and the
holders thereof will not have preemptive rights. The Company's Common
Stock is listed on the NYSE under the symbol "REG."
The Transfer Agent and Registrar for the Common Stock is First Union
National Bank.
Special Common Stock
Under the Company's Articles, the Board of Directors is authorized,
without further shareholder action, to provide for the issuance of up to
10 million shares of Special Common Stock from time to time in one or more
classes or series. The Special Common Stock will bear dividends in such
amounts as the Board of Directors may determine with respect to each class
or series. All such dividends must be pari passu with dividends on the
Common Stock. Upon the dissolution of the Company, the Special Common
Stock will participate pari passu with the Common Stock in liquidating
distributions. Shares of Special Common Stock will have one vote per
share and vote together with the holders of Common Stock (and not
separately as a class except where otherwise required by law), unless the
Board of Directors creates classes or series with more limited voting
rights or without voting rights. The Board will have the right to
determine whether shares of Special Common Stock may be converted into
shares of any other class or series or be redeemed, and, if so, the
conversion or redemption price and the terms and conditions of conversion
or redemption, and to determine such other rights as may be allowed by
law. Holders of Special Common Stock will not be entitled, as a matter of
right, to preemptive rights. As all Special Common Stock is expected to
be closely held, it is anticipated that most classes or series would be
convertible into Common Stock for liquidity purposes.
The Company has outstanding as of the date of this Prospectus 2,500,000
shares of a non-voting class of Special Common Stock in the form of Class
B Common Stock, which were issued in a private placement to an
institutional investor. The Class B Common Stock receives dividends pari
passu with the Common Stock at a rate equivalent to 1.03 times the Common
Stock dividend rate and participates pari passu with the Common Stock in
any liquidation of the Company. Beginning December 20, 1998, 1/6th of the
Class B Common Stock originally issued may be converted into Common Stock
at the election of the holder during any three-month period, but the
holder may not at any time be the beneficial owner of more than 4.9% of
the outstanding Common Stock. Accelerated conversion may take place in
the event of certain extraordinary occurrences, including certain changes
in senior management. A total of 2,975,468 shares of Common Stock are
issuable upon conversion of the Class B Common Stock.
Preferred Stock
Under the Company's Articles, the Board of Directors is authorized,
without further shareholder action, to provide for the issuance of up to
10,000,000 shares of Preferred Stock, par value $0.01 per share. The
Preferred Stock authorized by the Articles may be issued, from time to
time, in one or more series in such amounts and with such designations,
powers, preferences or other rights, qualifications, limitations and
restrictions as may be fixed by the Board of Directors. Under certain
circumstances, the issuance of Preferred Stock could have the effect of
delaying, deferring or preventing a change of control of the Company and
may adversely affect the voting and other rights of the holders of Common
Stock. The Company has no shares of Preferred Stock outstanding as of the
date of this Prospectus.
The Board of Directors has authorized 1,600,000 shares of 8.125% Series
A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock"),
which is issuable beginning June 25, 2008 in exchange for units of
preferred interest with matching terms, on a one-share-per unit basis, of
Regency Centers, L.P. (the "Partnership"), of which the Company is the
general partner. The Series A Preferred Stock will be exchangeable for
such units earlier than June 25, 2008 under certain circumstances,
including if the Partnership fails to make timely distributions on the
units for six quarters, or if the Partnership is or is likely to become in
the immediate future a "publicly traded partnership" within the meaning of
Section 7704 of the Internal Revenue Code of 1986, as amended. Each share
of Series A Preferred Stock will have a liquidation preference of $50 per
share and will bear cumulative annual preferential dividends, payable
quarterly out of funds legally available therefor, equal to 8.125% of such
liquidation preference. The Series A Preferred Stock will be senior as to
dividends and liquidation to the Common Stock and to all other capital
stock of the Company not expressly made pari passu with the Series A
Preferred Stock. The Company will have the right, at its option, to
redeem all or any of the Series A Preferred Stock from time to time,
beginning on the later of the date of issuance or June 25, 2003, at a
redemption price of $50 per share, plus accrued but unpaid dividends. The
Series A Preferred Stock will not have any voting rights except (i) as
required by law, (ii) in the event that dividends are in arrears with
respect to six prior quarters, in which case the Board of Directors will
be increased by two seats and the Series A Preferred Stock will have the
right to fill such vacancies until all distributions have been paid in
full, and (iii) the holders of two-thirds of the Series A Preferred Stock
will have the right to approve (x) the issuance of any shares of capital
stock senior to the Series A Preferred Stock, (ii) the issuance to
affiliates of the Company (with certain exceptions) of capital stock pari
passu with the Series A Preferred Stock, and (iii) business combinations
with or a sale of substantially all the Company's assets to another entity
or any amendment to the Company's Articles or Bylaws if such transaction
or amendment would materially and adversely affect the rights of the
Series A Preferred Stock. The Series A Preferred Stock will not have any
conversion rights.
Restrictions on Ownership
Restrictions Relating to REIT Qualification. For the Company to
qualify as a REIT under the Code, not more than 50% in value of its
outstanding capital stock may be owned, directly or indirectly, by five or
fewer individuals (as defined in the Code to include certain entities)
during the last half of a taxable year, its stock must be beneficially
owned (without reference to attribution rules) by 100 or more persons
during at least 335 days in a taxable year of 12 months or during a
proportionate part of a shorter taxable year, and certain other
requirements must be satisfied.
To assure that five or fewer individuals do not Beneficially Own (as
defined in the Company's Articles to include ownership through the
application of certain stock attribution provisions of the Code) more than
50% in value of the Company's outstanding capital stock, the Company's
Articles provide that, subject to certain exceptions, no holder may own,
or be deemed to own (by virtue of certain of the attribution provisions of
the Code), more than 7% by value (the "Ownership Limit") of the Company's
outstanding capital stock. Certain existing holders specified in the
Articles and those to whom Beneficial Ownership of their capital stock is
attributed, whose Beneficial Ownership of capital stock exceeds the
Ownership Limit ("Existing Holders"), may continue to own such percentage
by value of outstanding capital stock (the "Existing Holder Limit") and
may increase their respective Existing Holder Limits through benefit plans
of the Company, dividend reinvestment plans, additional asset sales or
capital contributions to the Company or acquisitions from other Existing
Holders, but may not acquire additional shares from such sources such that
the five largest Beneficial Owners of capital stock hold more than 49.5%
by value of the outstanding capital stock, and in any event may not
increase their respective Existing Holder Limits through acquisition of
capital stock from any other sources. In addition, because rent from a
related tenant (any tenant 10% of which is owned, directly or
constructively, by the REIT) is not qualifying rent for purposes of the
gross income tests under the Code, the Articles provide that no
constructive owner of stock in the Company who owns, directly or
indirectly, a 10% interest in any tenant of the Company (a "Related Tenant
Owner") may own, or constructively own by virtue of certain of the
attribution provisions of the Code (which differ from the attribution
provisions applied to determine Beneficial Ownership), more than 9.8% by
value of the outstanding capital stock of the Company (the "Related Tenant
Limit"). The Board of Directors may waive the Ownership Limit, the
Existing Holder Limit and the Related Tenant Limit if evidence
satisfactory to the Board of Directors is presented that such ownership
will not then or in the future jeopardize the Company's status as a REIT.
As a condition of such waiver, the Board of Directors may require opinions
of counsel satisfactory to it and/or an undertaking from the applicant
with respect to preserving the REIT status of the Company.
Preservation of Status as a Domestically Controlled REIT. Section 5.14
of the Articles contains provisions designed to preserve the Company's
status as a domestically controlled REIT. Section 5.14 of the Articles
prohibits the issuance or transfer of the Company's capital stock if it
(i) would result in the fair market value of all capital stock owned
directly or indirectly by Non-U.S. Persons (as defined in the Articles)
other than SC-USREALTY and its affiliates to comprise 5% or more of the
fair market value of the Company's outstanding common stock or (ii) would
result in the fair market value of all capital stock owned directly or
indirectly by Non-U.S. Persons, including SC-USREALTY, to comprise 50% or
more of the fair market value of the Company's outstanding capital stock.
A Non-U.S. Person is defined in the Articles as any person who is not (i)
a citizen or resident of the United States, (ii) a partnership or
corporation created or organized in the United States or under the laws of
the United States or any state therein (including the District of
Columbia), or (iii) any estate or trust (other than a foreign estate or
trust) within the meaning of Section 7701(a)(31) of the Code.
Any shares issued or transferred in violation of the foregoing
restriction will be void, or if such remedy is invalid, will be subject to
the provisions for "Excess Shares" described below. Accordingly, the
purchase of Common Stock which may be offered hereby may not be a suitable
investment for a Non-U.S. Person (whether or not such person presently
owns any shares of Common Stock).
Remedies. If (i) shares of capital stock in excess of the applicable
Ownership Limit, Existing Holder Limit, or Related Tenant Limit, or (ii)
shares which (a) would cause the REIT to be beneficially owned by fewer
than 100 persons (without application of the attribution rules), (b) would
result in the Company being "closely held" within the meaning of Section
856(h) of the Code, or (c) would result in the fair market value of
capital stock owned directly or indirectly by Non-U.S. Persons to comprise
5% or more (excluding capital stock owned by SC-USREALTY) or 50% or more
(including capital stock owned by SC-USREALTY) of the fair market value of
the Company's outstanding capital stock, are issued or transferred to any
person or retained by any person after becoming a Related Tenant Owner,
such issuance, transfer, or retention shall be null and void to the
intended holder, and the intended holder will have no rights to the stock.
Capital stock transferred, proposed to be transferred, or retained in
excess of the Ownership Limit, the Existing Holder Limit, or the Related
Tenant Limit or which would otherwise jeopardize the Company's REIT status
or status as a domestically controlled REIT ("excess shares") will be
deemed held in trust on behalf of and for the benefit of the Company. The
Board of Directors will, within six months after receiving notice of such
actual or proposed transfer, either (i) direct the holder of such shares
to sell all shares held in trust for the Company for cash in such manner
as the Board of Directors directs, or (ii) redeem such shares for a price
equal to the lesser of (a) the price paid by the holder from whom shares
are being redeemed and (b) the average of the last reported sales prices
on the NYSE of the relevant class of capital stock on the 10 trading days
immediately preceding the date fixed for redemption by the Board of
Directors, or if such class of capital stock is not then traded on the
NYSE, the average of the last reported sales prices of such class of
capital stock (or, if sales prices are not reported, the average of the
closing bid and asked prices) on the 10 trading days immediately preceding
the relevant date as reported on any exchange or quotation system over
which such class of capital stock may be traded, or if such class of
capital stock is not then traded over any exchange or quotation system,
then the price determined in good faith by the Board of Directors of the
Company as the fair market value of such class of capital stock on the
relevant date. If the Board of Directors directs the intended holder to
sell the shares, the holder shall receive such proceeds as the trustee for
the Company and pay the Company out of the proceeds of such sale all
expenses incurred by the Company in connection with such sale, plus any
remaining amount of such proceeds that exceeds the amount originally paid
by the intended holder for such shares. The intended holder shall not be
entitled to distributions, voting rights or any other benefits with
respect to such excess shares except the amounts described above. Any
dividend or distribution paid to an intended holder on excess shares
pursuant to the Company's Articles must be repaid to the Company upon
demand.
Miscellaneous. All certificates representing capital stock will bear a
legend referring to the restrictions described above. The transfer
restrictions described above shall not preclude the settlement of any
transaction entered through the facilities of the NYSE.
The Articles provide that every shareholder of record of more than 5%
of the outstanding capital stock and every Actual Owner (as defined in the
Articles) of more than 5% of the outstanding capital stock held by a
nominee must give written notice to the Company of information specified
in the Articles within 30 days after December 31 of each year. In
addition, each Beneficial Owner of capital stock and each person who holds
capital stock for a Beneficial Owner must provide to the Company such
information as the Company may request, in good faith, in order to
determine the Company's status as a REIT.
The ownership limitations described above may have the effect of
precluding acquisition of control of the Company by a third party even if
the Board of Directors determines that maintenance of REIT status is no
longer in the best interests of the Company. The Board of Directors has
the right under the Articles (subject to contractual restrictions,
including covenants made with SC-USREALTY) to revoke the REIT status of
the Company if the Board of Directors determines that it is no longer in
the best interest of the Company to attempt to qualify, or to continue to
qualify, as a REIT. In the event of such revocation, the ownership
limitations in the Articles will remain in effect. Any change in the
ownership limitations would require an amendment to the Articles.
Staggered Board of Directors
The Company's Articles and Bylaws divide the Board of Directors into
three classes of directors, with each class constituting approximately
one-third of the total number of directors and with classes serving
staggered three-year terms. The classification of directors will have the
effect of making it more difficult for shareholders to change the
composition of the Board of Directors. The Company believes, however,
that the longer time required to elect a majority of a classified Board of
Directors helps to insure continuity and stability of the Company's
management and policies.
The classification provisions could also have the effect of
discouraging a third party from accumulating large blocks of the Company's
stock or attempting to obtain control of the Company, even though such an
attempt might be beneficial to the Company and its shareholders.
Accordingly, shareholders could be deprived of certain opportunities to
sell their shares of capital stock at a higher market price than might
otherwise be the case.
Advance Notice Provisions for Shareholder Nominations and Shareholder
Proposals
The Bylaws establish an advance notice procedure for shareholders to
make nominations of candidates for election as directors or to bring other
business before any meeting of shareholders of the Company. Any
shareholder nomination or proposal for action at an upcoming shareholder
meeting must be delivered to the Company no later than the deadline for
submitting shareholder proposals pursuant to Rule 14a-8 under the Exchange
Act. The presiding officer at any shareholder meeting is not required to
recognize any proposal or nomination which did not comply with such
deadline.
The purpose of requiring shareholders to give the Company advance
notice of nominations and other business is to afford the Board of
Directors a meaningful opportunity to consider the qualifications of the
proposed nominees or the advisability of the other proposed business and,
to the extent deemed necessary or desirable by the Board of Directors, to
inform shareholders and make recommendations about such qualifications or
business, as well as to provide a more orderly procedure for conducting
meetings of shareholders. Although the Bylaws do not give the Board of
Directors any power to disapprove timely shareholder nominations for the
election of directors or proposals for action, they may have the effect of
precluding a contest for the election of directors or the consideration of
shareholder proposals if the proper procedures are not followed, and of
discouraging or deterring the third party from conducting a solicitation
of proxies to elect its own slate of directors or to approve its own
proposal.
Certain Provisions of Florida Law
The Company is subject to several anti-takeover provisions under
Florida law that apply to a public corporation organized under Florida law
unless the corporation has elected to opt out of such provisions in its
articles of incorporation or (depending on the provision in question) its
bylaws. The Company has not elected to opt out of these provisions. The
Florida Business Corporation Act (the "Florida Act") contains a provision
that prohibits the voting of shares in a publicly held Florida corporation
which are acquired in a "control share acquisition" unless the board of
directors approves the control share acquisition or the holders of a
majority of the corporation's voting shares (exclusive of shares held by
officers of the corporation, inside directors or the acquiring party)
approve the granting of voting rights as to the shares acquired in the
control share acquisition. A control share acquisition is defined as an
acquisition that immediately thereafter entitles the acquiring party to
vote in the election of directors within each of the following ranges of
voting power: (i) one-fifth or more but less than one-third of such voting
power, (ii) one-third or more but less than a majority of such voting
power and (iii) a majority or more of such voting power.
The Florida Act also contains an "affiliated transaction" provision
that prohibits a publicly held Florida corporation from engaging in a
broad range of business combinations or other extraordinary corporate
transactions with an "interested shareholder" unless (i) the transaction
is approved by a majority of disinterested directors before the person
becomes an interested shareholder, (ii) the interested shareholder has
owned at least 80% of the Company's outstanding voting shares for at least
five years, (iii) the transaction is approved by the holders of two-thirds
of the Company's voting shares other than those owned by the interested
shareholder, or (iv) certain other conditions are met. An interested
shareholder is defined as a person who, together with affiliates and
associates, beneficially owns (as defined in Section 607.0901(1)(e),
Florida Statutes) more than 10% of the Company's outstanding voting
shares.
Limitation of Liability of Directors
The Florida Act provides that a director will not be personally liable
for monetary damages to the Company or any other person except for
liability for breach of such person's duties as a director involving (1) a
violation of criminal law (unless the director reasonably believed his or
her conduct was lawful or had no reasonable cause to believe that it was
unlawful), (2) a transaction from which the director derived an improper
personal benefit, or (3) an unlawful dividend or stock redemption.
However, equitable remedies such as an injunction or rescission continue
to be available against directors who breach their duty of care as
directors.
Indemnification Agreements
The Company has entered into indemnification agreements with each of
the Company's officers and directors. The indemnification agreements
require, among other things, that the Company indemnify its officers and
directors to the fullest extent permitted by law, and advance to the
officers and directors all related expenses, subject to reimbursement if
it is subsequently determined that indemnification is not permitted. The
Company must also indemnify and advance all expenses incurred by officers
and directors seeking to enforce their rights under the indemnification
agreements.
PLAN OF DISTRIBUTION
The Shares may be sold or transferred from time to time by the Selling
Shareholders or by their Permitted Transferees. Such sales may be made
directly, on one or more exchanges (including the New York Stock Exchange)
or in the over-the-counter market, or otherwise at prices and at terms
then prevailing or at prices related to the then current market price, or
in negotiated transactions, or by or through brokers, dealers, agents or
underwriters or to one or more underwriters for resale to the public. The
Shares sold may be sold by one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; or (e) an
underwritten public offering. In effecting sales, brokers or dealers
engaged by the Selling Shareholders may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or
discounts from the Selling Shareholders in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933 in connection with such sales.
In addition, any securities covered by this Prospectus which qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant
to this Prospectus. There is no assurance that the Selling Shareholders
will sell any or all of the Shares.
Brokers or dealer may be entitled to indemnification by the Company and
the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act of 1933.
FEDERAL INCOME TAX CONSIDERATIONS
The following is a general summary of certain of the material federal
income tax considerations regarding the Company based on current law, is
for general information only and is not tax advice. This discussion does
not purport to deal with all aspects of taxation that may be relevant to
particular investors in light of their personal investment or tax
circumstances, or to certain types of holders (including insurance
companies, tax-exempt organizations, financial institutions or
broker-dealers, foreign corporations, persons who are not citizens or
residents of the United States and persons who own Securities as part of a
conversion transaction, as part of a hedging transaction or as a position
in a straddle for tax purposes) subject to special treatment under the
federal income tax laws. This summary does not give a detailed discussion
of any state, local, or foreign tax considerations. This summary is
qualified in its entirety by the applicable Code provisions, rules and
regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all as of the date hereof and all of which are
subject to change (which change may apply retroactively).
As used in this section, the term "Company" refers to the Company and
all qualified subsidiaries (a wholly-owned subsidiary which is not treated
as a separate entity for federal income tax purposes) but excludes Regency
Realty Group, Inc. and its subsidiaries (the "Management Company") (which
are treated as separate entities for federal income tax purposes, although
their results are consolidated with those of the Company for financial
reporting purposes).
EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT HIS OR HER OWN TAX
ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO HIM OR HER OF THE
PURCHASE, OWNERSHIP AND SALE OF SECURITIES IN AN ENTITY ELECTING TO BE
TAXED AS A REAL ESTATE INVESTMENT TRUST, INCLUDING THE FEDERAL, STATE,
LOCAL, FOREIGN, AND OTHER TAX CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP,
SALE AND ELECTION AND OF POTENTIAL CHANGES IN APPLICABLE TAX LAWS.
General
The Company made an election to be taxed as a REIT under Sections 856
through 860 of the Code commencing with its taxable year ending December
31, 1993. The Company believes that it has been organized and operated in
such a manner as to qualify for taxation as a REIT under the Code for such
taxable year and all subsequent taxable years to date, and the Company
intends to continue to operate in such a manner in the future. However,
no assurance can be given that the Company will operate in a manner so as
to qualify or remain qualified as a REIT.
The following sets forth only a summary of the material aspects of the
Code sections that govern the federal income tax treatment of a REIT and
its shareholders.
A REIT is defined in the Code as a corporation, trust or association:
(1) which is managed by one or more trustees or directors; (2) the
beneficial ownership of which is evidenced by transferable shares or by
transferable certificates of beneficial interest; (3) which would be
taxable as a domestic corporation, but for Sections 856 through 859 of the
Code; (4) which is neither a financial institution nor an insurance
company subject to certain provisions of the Code; (5) the beneficial
ownership of which is held by 100 or more persons (determined without
reference to any rules of attribution); (6) not more than 50% in value of
the outstanding stock of which is owned during the last half of each
taxable year, directly or indirectly, by or for "five or fewer"
individuals (as defined in the Code to include certain entities); and (7)
which meets certain income and asset tests. Conditions (1) to (4),
inclusive, must be met during the entire taxable year and condition (5)
must be met during at least 335 days of a taxable year of 12 months, or
during a proportionate part of a taxable year of less than 12 months.
It is the opinion of Foley & Lardner that the Company has been
organized in conformity with the requirements for qualification and
taxation as a REIT commencing with the Company's taxable year that ended
December 31, 1993 and for all subsequent taxable years to date. It must
be emphasized that this opinion is based on various assumptions and is
conditioned upon certain representations made by the Company as to factual
matters including, but not limited to, those concerning its business and
properties, and certain matters relating to the Company's manner of
operation. Foley & Lardner is not aware of any facts or circumstances
that are inconsistent with these representations and assumptions. The
qualification and taxation as a REIT depends upon the Company's ability to
meet, through actual annual operating results, the various income, asset,
distribution, stock ownership and other tests for qualification as a REIT
set forth in the Code, the results of which will not be reviewed by nor be
under the control of Foley & Lardner. Accordingly, no assurance can be
given that the actual results of the Company's operation for any
particular taxable year will satisfy the requirements under the Code for
qualification and taxation as a REIT. For a discussion of the tax
consequences of failure to qualify as a real estate investment trust, see
"-- Failure to Qualify."
Taxation of the Company
As a REIT, the Company generally is not subject to federal corporate
income tax on its net income that is currently distributed to
shareholders. This treatment substantially eliminates the "double
taxation" (at the corporate and shareholder levels) that generally results
from an investment in a corporation. However, the Company will be subject
to federal income tax in the following circumstances. First, the Company
will be taxed at regular corporate rates on any undistributed REIT taxable
income, including undistributed net capital gains. Second, under certain
circumstances, the Company may be subject to the "corporate alternative
minimum tax" on its items of tax preference. Third, if the Company has
(i) net income from the sale or other disposition of "foreclosure
property" (which is, in general, property acquired by the Company by
foreclosure or otherwise on default of a loan secured by the property)
which is held primarily for sale to customers in the ordinary course of
business or (ii) other non-qualifying net income from foreclosure
property, it will be subject to tax on such income at the highest
corporate rate. Fourth, if the Company has net income from "prohibited
transactions" (which are, in general, certain sales or other dispositions
of property held primarily for sale to customers in the ordinary course of
business other than foreclosure property), such income will be subject to
a 100% tax. Fifth, if the Company should fail to satisfy the 75% gross
income test or the 95% gross income test (as discussed below), and has
nonetheless maintained its qualification as a REIT because certain other
requirements have been met, it will be subject to a 100% tax on the net
income attributable to the greater of the amount by which the Company
fails the 75% or 95% test, multiplied by a fraction intended to reflect
the Company's profitability. Sixth, if the Company should fail to
distribute during each calendar year at least the sum of (i) 85% of its
REIT ordinary income for such year, (ii) 95% of its REIT capital gain net
income for such year, and (iii) any undistributed taxable income from
prior years, it will be subject to a 4% excise tax on the excess of such
required distribution over the amounts actually distributed. Seventh, if
during the 10-year period (the "Recognition Period") beginning on the
first day of the first taxable year for which the Company qualified as a
REIT, the Company recognizes gain on the disposition of any asset held by
the Company as of the beginning of such Recognition Period, then, to the
extent of the excess of (a) the fair market value of such asset as of the
beginning of such Recognition Period over (b) the Company's adjusted basis
in such asset as of the beginning of such Recognition Period (the
"Built-in Gain"), such gain will be subject to tax at the highest regular
corporate rate. Because the Company initially acquired its properties in
connection with its initial public offering in fully taxable transactions,
it is not anticipated that the Company will own any assets with
substantial Built-in Gain. Eighth, if the Company acquires any asset from
a C corporation (i.e., generally a corporation subject to full
corporate-level tax) in a transaction in which the basis of the asset in
the Company's hands is determined by reference to the basis of the asset
(or any other property) in the hands of the C corporation ("carry-over
basis"), and the Company recognizes gain on the disposition of such asset
during the Recognition Period beginning on the date on which such asset
was acquired by the Company, then, to the extent of the Built-in Gain,
such gain will be subject to tax at the highest regular corporate rate.
The result described above with respect to the recognition of Built-in
Gain during the Recognition Period assumes the Company will make an
election in accordance with Notice 88-19 issued by the Internal Revenue
Service ("IRS").
In addition, the Management Company is taxed on its income at regular
corporate rates.
Failure to Qualify
If the Company fails to qualify for taxation as a REIT in any taxable
year, and the relief provisions do not apply, the Company will be subject
to tax (including any applicable corporate alternative minimum tax) on its
taxable income at regular corporate rates. Such a failure could have an
adverse effect on the market value and marketability of the Common Stock.
Distributions to shareholders in any year in which the Company fails to
qualify will not be deductible by the Company nor will they be required to
be made. In such event, to the extent of current and accumulated earnings
and profits, all distributions to shareholders will be taxable as ordinary
income, and, subject to certain limitations of the Code, corporate
distributees may be eligible for the dividends received deduction. Unless
entitled to relief under specific statutory provisions, the Company will
also be disqualified from taxation as a REIT for the four taxable years
following the year during which qualification was lost. It is not
possible to state whether the Company would be entitled to such statutory
relief.
Taxation of Taxable Domestic Shareholders
As long as the Company qualifies as a REIT, distributions made to its
taxable domestic shareholders out of current or accumulated earnings and
profits (and not designated as capital gains dividends) will result in
ordinary income. Corporate shareholders will not be entitled to the
dividends received deduction. Distributions that are designated as
capital gains dividends will be taxed as gain from the sale or exchange of
a capital asset held for more than one year to the extent they do not
exceed the Company's actual net capital gain for the taxable year without
regard to the period for which the shareholder has held its stock.
However, corporate shareholders may be required to treat up to 20% of
certain capital gains dividends as ordinary income. Distributions in
excess of current and accumulated earnings and profits will not be taxable
to the extent that they do not exceed the adjusted basis of the
shareholder's shares, but rather will reduce a shareholder's adjusted
basis in such shares. To the extent that such distributions exceed the
adjusted basis of a shareholder's shares, they will be included in income
as long-term capital gain (or short-term capital gain if the shares have
been held for one year or less), assuming the shares are a capital asset
in the hands of the shareholder. In addition, any dividend declared by
the Company in October, November or December of any year payable to a
shareholder of record on a specific date in any such month shall be
treated as both paid by the Company and received by the shareholder on
December 31 of such year, provided that the dividend is actually paid by
the Company during January of the following calendar year.
Shareholders may not include any net operating losses or capital losses
of the Company in their individual income tax returns. In general, any
loss upon the sale or exchange of shares by a shareholder who has held
such shares for six months or less (after applying certain holding period
rules) will be treated as a long-term capital loss to the extent
distributions from the Company on such shares were required to be treated
by such shareholder as long-term capital gain.
Taxation of Tax-Exempt Shareholders
In Revenue Ruling 66-106, 1966-1 C.B. 151, the IRS ruled that amounts
distributed by a REIT to a tax-exempt employees' pension trust did not
constitute "unrelated business taxable income" ("UBTI"). Revenue rulings
are interpretive in nature and subject to revocation or modification by
the IRS. Based upon Revenue Ruling 66-106 and the analysis therein,
except as noted below, distributions to tax-exempt shareholders should not
constitute UBTI where (a) the shareholder has not financed the acquisition
of its shares with "acquisition indebtedness" within the meaning of the
Code, and (b) the shares are not used by the shareholder in an unrelated
trade or business.
Under the Omnibus Budget Reconciliation Act of 1993, certain pension
trusts holding more than 10% by value of a REIT at any time during a
taxable year are treated as having UBTI which bears the same ratio to the
aggregate dividends paid (or treated as paid) by the REIT to such trust as
(i) the gross income of the REIT (less any direct expenses related
thereto) which would be treated as UBTI if the REIT were a pension trust,
bears to (ii) the gross income of the REIT (less any direct expenses
related thereto), but only if such ratio is at least 5%. This rule for
UBTI only applies to pension trusts investing in a REIT which would have
been considered "closely held" under Section 542(a)(2) of the Code, had
such section not been amended by the Omnibus Budget Reconciliation Act of
1993. In addition, the rule only applies where at least one pension trust
holds more than 25% by value of the REIT or where one or more pension
trusts (each owning more than 10% by value of the REIT) hold in aggregate
more than 50% by value of the REIT.
LEGAL MATTERS
The validity of the Securities to which this Prospectus relates and
certain tax matters described under "Federal Income Tax Considerations"
will be passed upon for the Company by Foley & Lardner, Jacksonville,
Florida. Attorneys with Foley & Lardner representing the Company with
respect to this offering beneficially owned approximately 4,100 shares of
Common Stock as of the date of this Prospectus.
EXPERTS
The consolidated financial statements and schedule of the Company as of
December 31, 1997 and 1996, and for each of the years in the three year
period ended December 31, 1997, have been incorporated by reference herein
and in the Registration Statement in reliance upon the reports of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing. To the extent that KPMG Peat Marwick LLP audits
and reports on consolidated financial statements of the Company issued at
future dates, and consents to the use of their report thereon, such
consolidated financial statements also will be incorporated by reference
in the Registration Statement in reliance upon their reports and said
authority.
<PAGE>
No dealer, salesperson or any other
person has been authorized to give any
information or to make any
representations other than those
contained in this Prospectus in
connection with the offer made by this
Prospectus and, if given or made, such
information or representations must not Regency Realty
be relied upon as having been authorized Corporation
by the Company or by any of the
Underwriters. This Prospectus does not
constitute an offer to sell or the
solicitation of any offer to buy
securities other than the Common Stock _____________
offered by this Prospectus, nor shall it
constitute an offer to sell or a PROSPECTUS
solicitation of any offer to buy the _____________
Common Stock by anyone in any
jurisdiction in which such offer or
solicitation is not authorized or in
which the person making such offer or
solicitation is not qualified to do so or
to any person to whom it is unlawful to Common Stock
make such offer or solicitation. Neither
the delivery of this Prospectus nor any
sale made hereunder shall, under any
circumstances, create an implication that
the information contained herein is
correct as of any time subsequent to the
date hereof.
TABLE OF CONTENTS Page
____________, 1998
AVAILABLE INFORMATION . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE . . . . . . . . . . . . . 2
RISK FACTORS . . . . . . . . . . . . 4
THE COMPANY . . . . . . . . . . . . . 9
USE OF PROCEEDS . . . . . . . . . . . 9
SELLING SHAREHOLDERS . . . . . . . . 9
CAPITAL STOCK . . . . . . . . . . . . 17
PLAN OF DISTRIBUTION . . . . . . . . 23
FEDERAL INCOME TAX CONSIDERATIONS . . 23
LEGAL MATTERS . . . . . . . . . . . . 27
EXPERTS . . . . . . . . . . . . . . . 27
<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate of the approximate amount of fees and
expenses payable by the Registrant in connection with the distribution of
the securities registered hereby.
Securities and Exchange Commission
Registration Fee $ 44,795
Exchange Listing Fee $ 21,000*
Transfer Agent's Fees $ 2,500*
Printing and Delivery $ 2,000*
Legal Fees and Expenses $ 15,000*
Accounting Fees and Expenses $ 15,000*
Miscellaneous $ 4,705*
Total $105,000*
* Estimated
Item 15. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "Florida Act") permits a
Florida corporation to indemnify a present or former director or officer
of the corporation (and certain other persons serving at the request of
the corporation in related capacities) for liabilities, including legal
expenses, arising by reason of service in such capacity if such person
shall have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and in any
criminal proceeding if such person had no reasonable cause to believe his
conduct was unlawful. However, in the case of actions brought by or in the
right of the corporation, no indemnification may be made with respect to
any matter as to which such director or officer shall have been adjudged
liable, except in certain limited circumstances.
Article X of the Registrant's Bylaws provides that the Registrant shall
indemnify directors and executive officers to the fullest extent now or
hereafter permitted by the Florida Act. In addition, the Registrant has
entered into Indemnification Agreements with its directors and executive
officers in which the Registrant has agreed to indemnify such persons to
the fullest extent now or hereafter permitted by the Florida Act.
Item 16. Exhibits.
5.1 Opinion of Foley & Lardner as to the legality of the securities to be
issued
8.1 Opinion of Foley & Lardner as to tax aspects of the offering
(included in Exhibit 5)
23.1 Consent of Foley & Lardner (included in Opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney (included on Signature Page of Registration
Statement)
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement (i) to
include any prospectus required by section 10(a)(3) of the Securities Act
of 1933; (ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act of 1933, if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement, and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<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 July 22, 1998.
REGENCY REALTY CORPORATION
By: /s/ Martin E. Stein, Jr.
Martin E. Stein, Jr., Chairman of the Board,
President and Chief Executive Officer
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the Signature Page to this Registration Statement constitutes
and appoints Martin E. Stein, Jr., Bruce M. Johnson, J. Christian Leavitt
and Robert L. Miller, Jr., and each or any of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, including any
amendment or registration statement filed pursuant to Rule 462, and to
file the same, with all exhibits hereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and grants unto
said attorneys-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or his or her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
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: July 22, 1998 /s/ Martin E. Stein, Jr.
Martin E. Stein, Jr., Chairman of the
Board, President and Chief Executive
Officer
Date: July 22, 1998 /s/ Bruce M. Johnson
Bruce M. Johnson, Managing Director and
Principal Financial Officer
Date: July 22, 1998 /s/ J. Christian Leavitt
J. Christian Leavitt, Vice President,
Secretary, Treasurer
and Principal Accounting Officer
Date: July 22, 1998 /s/ Joan W. Stein
Joan W. Stein, Chairman Emeritus and
Director
Date: July 22, 1998 /s/ Richard W. Stein
Richard W. Stein, Director
Date: July 22, 1998 /s/ Edward L. Baker
Edward L. Baker, Director
Date: July 22, 1998 /s/ Raymond L. Bank
Raymond L. Bank, Director
Date: July 22, 1998 /s/ J. Alexander Branch III
J. Alexander Branch III, Director
Date: July 22, 1998 /s/ A.R. Carpenter
A.R. Carpenter, Director
Date: July 22, 1998 /s/ J. Dix Druce, Jr.
J. Dix Druce, Jr., Director
Date: July __, 1998 _________________________________
Albert Ernest, Jr., Director
Date: July 22, 1998 /s/ Douglas S. Luke
Douglas S. Luke, Director
Date: July 22, 1998 /s/ Mary Lou Rogers
Mary Lou Rogers, Director
Date: July 22, 1998 /s/ Jonathan Smith
Jonathan Smith, Director
Date: July __, 1998 ---------------------------------
Lee S. Wielansky, Director
<PAGE>
EXHIBIT INDEX
Sequential
Page No.
5.1 Opinion of Foley & Lardner as to the legality of the securities
to be issued
8.1 Opinion of Foley & Lardner as to tax aspects of the offering
(included in Exhibit 5)
23.1 Consent of Foley & Lardner (included in Opinion filed as Exhibit
5)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney (included on Signature Page of Registration
Statement)
<PAGE>
Exhibit 5.1
July 23, 1998
Regency Realty Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Re: Registration Statement on Form S-3
Gentlemen:
This opinion is being furnished in connection with the Registration
Statement on Form S-3 of Regency Realty Corporation (the "Company"),
under the Securities Act of 1933, as amended, for the registration of
shares of common stock, par value $0.01 (the "Shares"). The Registration
Statement filed concurrently herewith is referred to herein as the
"Registration Statement." The Registration Statement relates to the
proposed public offering of up to 3,699,799 Shares (the "Issued Shares")
which are currently issued and outstanding and up to 2,200,679 Shares (the
"Reserved Shares") which are reserved for issuance in redemption of units
of limited partnership interest ("Units") of Regency Centers, L.P., a
Delaware limited partnership (the "Regency Partnership"). The
Registration Statement covers the resale by holders of Units who either
were issued Shares directly by the Company or who have received or may
receive Shares in redemption of their Units.
As counsel for the Company, we have examined and are familiar with
the following:
(i) Amended and Restated Articles of Incorporation as filed in the
Office of the Secretary of State of the State of Florida;
(ii) Bylaws of the Company;
(iii) The proceedings of the Board of Directors of the Company in
connection with or with respect to the authorization and issuance of the
Shares registered by the Registration Statement;
(iv) The Second Amended and Restated Agreement of Limited Partnership
of the Regency Partnership dated as of March 5, 1998 (the "Partnership
Agreement");
(v) The Amended and Restated Redemption Agreement by and among the
Company, the Regency Partnership and the Unit holders party thereto dated
as of March 5, 1998 (the "Midland Redemption Agreement"); and
(vi) Such other documents, Company records, Regency Partnership
records and matters of law as we deemed to be pertinent.
In expressing the opinions set forth below, we have assumed, and so
far as is known to us there are no facts inconsistent with, the following:
(1) Regency will not make any amendments to its organizational
documents or to the organizational documents of Regency Realty Group,
Inc., a Florida corporation ("RRG"), after the date of this opinion that
would affect Regency's qualification as a REIT for any taxable year.
(2) No actions will be taken by Regency or RRG after the date hereof
that would have the effect of altering the facts upon which the opinions
set forth below are based.
As to factual matters, we have relied in part upon certificates of
officers of the Company including the Officer's Certificate executed by J.
Christian Leavitt, and upon certificates of public officials.
Based upon our examination of such documents and our familiarity with
such proceedings, it is our opinion that:
1. The Issued Shares covered by the Registration Statement have
been duly and validly issued and are fully paid and nonassessable.
2. The Reserved Shares covered by the Registration Statement, when
issued and delivered in redemption of Units in accordance with the
provisions of the Partnership Agreement and the Midland Redemption
Agreement, will be duly and validly issued, fully paid and nonassessable.
3. Regency met the requirements for qualification and taxation as
REIT pursuant to Sections 856 through 860 of the Internal Revenue Code of
1986, as amended (the "Code"), for the taxable years ended December 31,
1993, December 31, 1994, December 31, 1995, December 31, 1996, and
December 31, 1997.
4. The statements of federal income tax matters and consequences
described under "Federal Income Tax Considerations" in the Registration
Statement are accurate.
The opinions contained in the foregoing paragraphs 3 and 4 are based
on various statutory provisions, regulations promulgated thereunder and
interpretations thereof by the Internal Revenue Service and the courts
having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. We assume no obligation to
supplement this opinion letter if any applicable law changes after the
date hereof or if we become aware of any fact that might change the
opinions expressed herein after the date hereof. The Company's
qualification and taxation as a REIT depend upon the Company's ability to
satisfy under the Code on a continuing basis the various requirements for
qualification as a REIT in the future. We will not review on a continuing
basis the Company's compliance with these requirements. Accordingly, no
assurance can be given that the actual results of the Company's operations
for any given subsequent taxable year will satisfy the requirements under
the Code for qualification and taxation as a REIT.
We hereby consent to the inclusion of this opinion as Exhibit 5 and
Exhibit 8 in said Registration Statement and to the reference to this firm
under the caption "Legal Matters" in the Prospectus. In giving this
consent we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules or regulations of the Securities and Exchange
Commission promulgated thereunder.
Sincerely,
FOLEY & LARDNER
By: /s/ Linda Y. Kelso
Linda Y. Kelso
<PAGE>
Exhibit 23.2
Accountants' Consent
The Board of Directors
Regency Realty Corporation:
We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the
Prospectus.
KPMG Peat Marwick LLP
Jacksonville, Florida
July 22, 1998
