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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) August 4, 2004
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REGENCY CENTERS CORPORATION
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(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
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230 .425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 3.03. Material modifications to rights of security holders
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On August 4, 2004, Regency Centers Corporation ("Regency" or the
"Company") priced 5,000,000 depositary shares (the "Depositary Shares"), each
representing 1/10 of a share of Regency's 7.25% Series 4 Cumulative Redeemable
Preferred Stock (the "Series 4 Preferred Stock"). The settlement date is August
31, 2004, and the Depositary Shares and Series 4 Preferred Stock will be issued
on that date. The Depositary Shares will be redeemable at par at Regency's
election on or after August 31, 2009, will pay a 7.25% annual dividend and will
have a liquidation value of $25 per depositary share. With respect to the
payment of dividends and amounts upon liquidation, the Series 4 Preferred Stock
will rank equally with Regency's Series 3 Preferred Stock and will rank senior
to Regency's common stock. Unless full dividends on the Series 4 Preferred
Stock, the Series 3 Preferred Stock and any other class of stock ranking on
parity with such preferred stock as to dividends have been paid for all past
dividend periods, no distribution may be declared or paid on Regency's common
stock or any other capital shares that rank junior to the Series 4 Preferred
Stock as to dividends. In the event of Regency's liquidation, dissolution or
winding up, the holders of the Series 4 Preferred Stock are entitled to be paid
out of Regency's assets legally available for distribution to its shareholders a
liquidation preference of $250 per share (equivalent to $25 per depositary
share), plus an amount equal to any accumulated and unpaid dividends to the date
of payment (and the holders of the Series 3 preferred stock and any other class
of stock ranking on parity with such preferred stock as to liquidation are
entitled to receive their respective liquidation preferences at the same time)
before any distribution of assets is made to holders of Regency's common stock
or any other capital shares that rank junior to the Series 4 Preferred Stock as
to liquidation preference.
ITEM 8.01. OTHER EVENTS
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Regency entered into an Underwriting Agreement with Global Markets
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital
Markets, LLC with respect to the Depositary Shares on August 4, 2004 (the
"Underwriting Agreement"). Regency expects to deliver the depositary shares
against payment for the depositary shares on or about August 31, 2004, which is
the 19th business day following the date of pricing of the Depositary Shares.
This Form 8-K is being filed in order to incorporate by reference into Regency's
Registration Statement on Form S-3 the Underwriting Agreement and the other
required exhibits.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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C. Exhibits:
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The exhibits listed below relate to the Series 4 Preferred Stock and
Registration Statement No. 333-37911 on Form S-3 of Regency Centers Corporation,
and are filed herewith for incorporation by reference in such Registration
Statement.
1.6 Underwriting Agreement dated August 4, 2004 among Regency
Centers Corporation and Citigroup Global Markets Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Wachovia
Capital Markets, LLC
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4.6 Form of Deposit Agreement dated August 31, 2004 among Regency
Centers Corporation and Wachovia Bank, National Association
4.7 Form of depositary receipt
3.3 Amendment to the Company's Articles of Incorporation
Designating the Preferences, Rights and Limitations of 500,000
Shares of 7.25% Series 4 Cumulative Redeemable Preferred
Stock, effective August 11, 2004.*
3.4 Restated Articles of Incorporation of the Company*
5.1 Opinion of Foley & Lardner LLP as to the legality of the
securities to be issued
8.1 Opinion of Foley & Lardner LLP as to the tax aspects of the
offering
12.1 Statement regarding computation of earnings to fixed charges
ratio
23.1 Consent of Foley & Lardner LLP (included in Opinions filed as
Exhibits 5.1 and 8.1)
* Filed as an exhibit to the Company's Form 8-A filed August 11, 2004 and
incorporated herein by reference.
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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)
August 27, 2004 By: /s/ J. Christian Leavitt
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J. Christian Leavitt, Senior Vice
President, Finance and Principal
Accounting Officer
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