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SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 24, 2003
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REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
Florida 001-12298 59-3191743
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 West Forsyth Street, Suite 200 32202
Jacksonville, Florida -----
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904)-598-7000
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Not Applicable
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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This Form 8-K is being filed to report that Security Capital Group
Incorporated, an indirect wholly-owned subsidiary of General Electric Capital
Corporation, and its subsidiaries ("Security Capital") no longer owns a majority
of the outstanding shares of common stock of Regency Centers Corporation
("Regency"). Until June 24, 2003, Security Capital beneficially owned 34,273,236
shares, representing 56.6% of the voting stock outstanding of Regency. Security
Capital sold common stock through (1) an underwritten public offering (the
"Secondary Offering"), and (2) the sale of shares to Regency pursuant to a
Purchase and Sale Agreement dated June 11, 2003 (the "Purchase and Sale
Agreement"), and also agreed to sell the balance of the shares pursuant to
forward sales contracts.
At the closing of the Secondary Offering on June 24, 2003, Security
Capital sold 9,666,356 shares of common stock. On that date, it also sold
4,606,880 shares to Regency at the public offering price of $32.56 per share
pursuant to the Purchase and Sale Agreement. As of the date of this 8-K,
Security Capital owns 20,000,000 shares of common stock (constituting
approximately 35.8% of Regency's outstanding common stock) all of which are
subject to forward sales contracts. Upon settlement of all of the forward sales
contracts, which provide for settlement at various times during the first half
of 2004, or earlier at the election of Security Capital, Security Capital will
no longer own any shares of Regency common stock, unless Security Capital elects
to settle one or more of the forward contracts in cash rather than by delivery
of shares of common stock.
Concurrently with the closing of the Secondary Offering and the sale of
common stock to Regency, Security Capital and Regency terminated the
Stockholders Agreement dated as of July 10, 1996, as amended. This termination
was pursuant to an Agreement Relating to Disposition of Shares dated as of June
11, 2003 (the "Disposition Agreement"). Under the Disposition Agreement,
Security Capital also agreed that, following the closing of the Secondary
Offering, it will vote any shares of common stock that are subject to forward
contracts and over which it has voting power in the same proportion as shares
are voted by other shareholders of Regency. In addition, Security Capital agreed
that, if it settles forward contracts in cash rather than shares, within 100
trading days thereafter, it will sell a sufficient number of shares so that it
will no longer beneficially own shares with a value in excess of 7% of the total
value of Regency's capital stock.
Security Capital also agreed in the Disposition Agreement to waive the
special ownership limit created for it in Regency's articles of incorporation.
Once Security Capital reduces its ownership to 7% or less after the forward
contracts settle in 2004, it will be subject to the same 7% ownership limit in
Regency's articles of incorporation that applies to other shareholders.
Following the closing of the Secondary Offering, Joseph E. Parsons,
Security Capital's representative on Regency's board of directors, tendered his
resignation as provided in the Disposition Agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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C. Exhibits:
99.2 Purchase and Sale Agreement among Regency Centers Corporation,
Security Capital Group Incorporated and Security Capital
Shopping Mall Business Trust dated June 11, 2003*
99.3 Agreement Relating to Disposition of Shares between Regency
Centers Corporation and Security Capital Group Incorporated
dated June 11, 2003*
* Incorporated by reference to exhibits filed with Regency
Centers Corporation's Form 8-K dated June 11, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGENCY CENTERS CORPORATION
(registrant)
July 7, 2003 By: /s/ J. Christian Leavitt
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J. Christian Leavitt, Senior Vice
President, Finance and Principal
Accounting Officer
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