CUSIP
No. |
751452202 |
Page | 2 |
of | 10 |
1 | NAMES OF REPORTING PERSONS Equity One, Inc. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Maryland | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 1,790,00 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | -0- | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 1,790,000 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
-0- | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
1,790,000 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
9.63% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
CUSIP
No. |
751452202 |
Page | 3 |
of | 10 |
(a) | This statement is filed on behalf of Equity One, Inc., a Maryland corporation (hereinafter sometimes referred to herein as Equity One or the Reporting Person). | |
As of March 4, 2009, approximately 54.8% of the common stock of the Reporting Person is owned by the following stockholders: |
Stockholder: Chaim Katzman Gazit-Globe, Ltd. M.G.N. (USA), Inc. Silver Maple (2001), Inc. Ficus, Inc. MGN America, Inc. Gazit (1995), Inc. |
All of the directors and executive officers of the Reporting Person are set forth on Appendix A attached hereto, which appendix is incorporated herein by reference. | ||
The place of organization, principal business and address of principal business and principal office of each of the business entities named above is set forth on Appendix B attached hereto, which appendix is incorporated herein by reference. | ||
(b) | The address of the principal business and principal office of the Reporting Person is 1600 N.E. Miami Gardens Drive, North Miami Beach, Florida 33179. | |
The address of each of the directors and executive officers of the Reporting Person is set forth on Appendix A attached hereto, which appendix is incorporated herein by reference. | ||
(c) | The principal business of the Reporting Person is the acquisition, renovation, development and management of community and neighborhood shopping centers. | |
The principal occupation of each of the directors and executive officers of the Reporting Person is set forth on Appendix A attached hereto, which appendix is incorporated herein by reference. | ||
(d) | None of the persons referred to in paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
(e) | None of the persons referred to in paragraph (a) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
CUSIP
No. |
751452202 |
Page | 4 |
of | 10 |
(f) | The citizenship of each of the directors and executive officers of the Reporting Person is set forth on Appendix A attached hereto, which appendix is incorporated herein by reference. |
CUSIP
No. |
751452202 |
Page | 5 |
of | 10 |
ITEM 5. | Interest in Securities of the Issuer. |
(a) | As of the close of business on March 5, 2009, the Reporting Person beneficially owned 1,790,000 Common Shares, constituting approximately 9.63% of the shares of Common Stock outstanding. The approximate aggregate percentage of Common Shares reported as beneficially owned by the Reporting Person is based on 18,583,362 Common Shares outstanding as of December 31, 2008, as disclosed in the Issuers Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 12, 2009. | |
(b) | The Reporting Person has the power to vote all of the Common Shares and to dispose of all of Common Shares beneficially owned by it. | |
(c) | The trading dates, number of shares purchased and price per share for all transactions in the Common Shares from the 60th day prior to March 5, 2009 by the Reporting Person are set forth in Appendix C. | |
(d) | No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such Common Shares. | |
(e) | Not applicable. |
ITEM 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
ITEM 7. | Materials to be Filed as Exhibits. | |
None. |
CUSIP
No. |
751452202 |
Page | 6 |
of | 10 |
By: | /s/ Arthur L. Gallagher | |||
Arthur L. Gallagher | ||||
Executive Vice President, General Counsel and Corporate Secretary |
CUSIP
No. |
751452202 |
Page | 7 |
of | 10 |
Name | Principal Occupation | Business Address | Citizenship | |||
Chaim Katzman
|
Chairman of the Board and Chief Executive Officer of Equity One, Inc., Chairman and Chief Executive Officer of Gazit, Inc., Chairman of the Board of Gazit-Globe, Ltd. and Non-Executive Chairman of the Board of First Capital Realty Inc. | Equity One, Inc., 1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 | United States and Israel | |||
Jeffrey S. Olson
|
Director and Chief Executive Officer of Equity One, Inc. | Equity One, Inc., 1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 | United States | |||
Thomas Caputo
|
President of Equity One, Inc. | Equity One, Inc., 1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 | United States | |||
Gregory Andrews
|
Executive Vice President and Chief Financial Officer of Equity One, Inc. | Equity One, Inc., 1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 | United States | |||
Arthur L. Gallagher
|
Executive Vice President, General Counsel and Corporate Secretary of Equity One, Inc. | Equity One, Inc., 1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 | United States | |||
Thomas McDonough
|
Executive Vice President and Chief Investment Officer of Equity One, Inc. | Equity One, Inc., 1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 | United States | |||
James S. Cassel
|
Director of Equity One, Inc., Vice Chairman, Managing Director of Investment Banking of Ladenburg Thalmann & Co. Inc. | c/o Equity One, Inc., 1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 | United States | |||
Noam Ben-Ozer
|
Director of Equity One, Inc. and founder of Focal Advisory and Focal Energy, Boston, Massachusetts | c/o Equity One, Inc., 1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 | Israel | |||
Cynthia R. Cohen
|
Director of Equity One, Inc. and Founder and President of Strategic Mindshare, Miami, FL. | c/o Equity One, Inc., 1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 | United States |
'
CUSIP
No. |
751452202 |
Page | 8 |
of | 10 |
Name | Principal Occupation | Business Address | Citizenship | |||
Neil Flanzraich
|
Director of Equity One, Inc. and private investor | c/o Equity One, Inc., 1600 Northeast Miami Gardens Drive, North Miami Beach, Florida 33179 |
United States | |||
Nathan Hetz
|
Director of Equity One, Inc. and Chief Executive Officer, director and principal shareholder of Alony Hetz Properties & Investment, Ltd. | Alony Hetz Properties & Investments, Ltd. Jabotinski 3 Diamond Tower Ramat Gan, Israel 52520 |
Israel | |||
Peter Linneman
|
Director of Equity One, Inc., Principal of Linneman Associates and Albert Sussman Professor of Real Estate, Finance and Public Policy at the University of Pennsylvania, Wharton School of Business | Linneman Associates, 1811, Chestnut Street, 8th Floor, Philadelphia, PA 19103 |
United States | |||
Dori Segal
|
Vice Chairman and Director of Equity One, Inc., President of Gazit-Globe, Ltd. and Vice Chairman, Chief Executive Officer and President of First Capital Realty Inc. | First Capital Realty Inc., 161 Bay Street, Suite 2820, M5J 2S1, Toronto, Ontario, Canada. |
United States and Israel |
CUSIP
No. |
751452202 |
Page | 9 |
of | 10 |
Address of Principal | ||||||
Stockholder: | Organization: | Office: | Principal Business | |||
Gazit-Globe,
Ltd.
|
Israel | 1 Derech Hashalom Tel Aviv, Israel 67892 |
Gazit-Globe is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly | |||
M.G.N. (USA), Inc.
|
Nevada | c/o Gazit Group, Inc. 1660 Miami Gardens Drive North Miami Beach Florida, 33179 |
MGN (USA) is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. MGN (USA) is a wholly-owned subsidiary of Gazit-Globe. | |||
Silver Maple
(2001), Inc.
|
Nevada | c/o Gazit Group, Inc. 1660 Miami Gardens Drive North Miami Beach Florida, 33179 |
Silver Maple is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Silver Maple is a wholly-owned subsidiary of First Capital Realty Inc.** | |||
Ficus, Inc.
|
Delaware | c/o Gazit Group, Inc. 1660 Miami Gardens Drive North Miami Beach Florida, 33179 |
Ficus is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Ficus is a wholly- owned subsidiary of First Capital Realty Inc.** | |||
MGN America, Inc.
|
Nevada | c/o Gazit Group, Inc. 1660 Miami Gardens Drive North Miami Beach Florida, 33179 |
MGN America is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. MGN America is a wholly-owned subsidiary of MGN (USA) | |||
Gazit (1995), Inc.
|
Nevada | c/o Gazit Group, Inc. 1660 Miami Gardens Drive North Miami Beach Florida, 33179 |
Gazit is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Gazit is a wholly-owned subsidiary of MGN (USA) |
* | Based on information filed by these entities with the Commission on Schedules 13D. | |
** | First Capital Realty Inc. is engaged in the business of acquiring, renovating, developing and managing real estate projects, both directly and indirectly. Ficus and Silver Maple are each indirect, wholly-owned subsidiaries of First Capital. First Capital is an indirect subsidiary of Gazit-Globe, Ltd., and Chaim Katzman is the Non-Executive Chairman of the Board of First Capital. |
CUSIP
No. |
751452202 |
Page | 10 |
of | 10 |
Price Per Share | ||||||||
Number of Shares | (including Commissions, | |||||||
Date of Transaction | Purchased (Sold) | Commissions, if any) | ||||||
2/3 |
6,581 | 4.69 | ||||||
2/4 |
58,671 | 4.99 | ||||||
2/5 |
44,586 | 4.78 | ||||||
2/6 |
260,000 | 4.84 | ||||||
2/9 |
7,904 | 4.89 | ||||||
2/10 |
31,488 | 4.88 | ||||||
2/11 |
10,000 | 4.91 | ||||||
2/12 |
16,503 | 4.92 | ||||||
2/13 |
20,000 | 5.07 | ||||||
2/17 |
83,803 | 4.89 | ||||||
2/18 |
95,000 | 4.72 | ||||||
2/19 |
100,000 | 4.93 | ||||||
2/20 |
40,000 | 4.56 | ||||||
2/24 |
35,000 | 4.65 | ||||||
2/25 |
80,000 | 4.51 | ||||||
2/27 |
153,145 | 5.01 | ||||||
3/2 |
281,931 | 5.10 | ||||||
3/3 |
73,059 | 5.29 | ||||||
3/4 |
92,120 | 5.34 | ||||||
3/5 |
300,209 | 5.54 |