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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 29, 2000
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REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-24763 59-3429602
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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 -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904)-356-7000
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Not Applicable
(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
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EXHIBITS
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C. Exhibits:
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The exhibits listed below relate to the Registration Statement No.
333-72899 on Form S-3 of Regency Centers, L.P. and are filed herewith for
incorporation by reference in such Registration Statement.
1.3 Pricing Agreement dated as of August 24, 2000 among Regency
Centers, L.P., Regency Realty Corporation, on the one hand,
and Goldman, Sachs & Co., on the other hand.
5.3 Opinion of Foley & Lardner regarding legality of securities.
8.2 Opinion of Foley & Lardner regarding tax matters.
12.2 Statement regarding computation of ratios.
2
Pursuant to the requirements of the Securities and 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, L.P.
(registrant)
By: Regency Realty Corporation,
Its General Partner
August 29, 2000 By: /s/ Bruce M. Johnson
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Bruce M. Johnson, Managing Director
and Executive Vice President
3
Exhibit 1.3
Pricing Agreement
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Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
August 24, 2000
Ladies and Gentlemen:
Regency Centers, L.P., a Delaware limited partnership (the
"Partnership"), proposes, subject to the terms and conditions stated herein and
in the Underwriting Agreement, dated April 7, 1999 (the "Underwriting
Agreement"), between the Partnership and Regency Realty Corporation, a Florida
corporation ("Regency"), on the one hand, and Goldman, Sachs & Co., on the other
hand, to issue and sell to Goldman, Sachs & Co. (the "Underwriters") the
Securities specified in Schedule I hereto (the "Designated Securities"). Each of
the provisions of the Underwriting Agreement is incorporated herein by reference
in its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein, and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that (i) each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined) and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement and
(ii) the representation and warranty in paragraph (o) of Section 2 of the
Underwriting Agreement shall be superceded in its entirety by the following:
(o) Regency has qualified to be taxed as a real estate
investment trust pursuant to Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended (the "Code"), for each of the fiscal
years from its inception through the fiscal year ended December 31,
1999 and Regency's present and contemplated organization, ownership,
method of operation, assets and income are such that Regency is in a
position under present law to so qualify for the fiscal year ending
December 31, 2000 and in the future;
Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of the Underwriters of the Designated Securities
pursuant to Section 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth at the end of
Schedule I hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Partnership and
Regency agree to issue and sell to the Underwriters, and the Underwriters agree
to purchase from the Partnership and Regency, at the time and place and at the
purchase price to the Underwriters set forth in Schedule I hereto, the
Designated Securities.
2
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by the
Underwriters, this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference, shall constitute
a binding agreement between the Underwriters, the Partnership and Regency.
Very truly yours,
Regency Centers, L.P.
By: Regency Realty Corporation,
general partner
By: /s/ J. Christian Leavitt
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Name: J. Christian Leavitt
Title: Sr. Vice Prepsident Finance
Regency Realty Corporation
By: /s/ J. Christian Leavitt
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Name: J. Christian Leavitt
Title: Sr. Vice Prepsident Finance
Accepted as of the date hereof:
Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
3
SCHEDULE I
Title of Designated Securities:
8.45% Notes due September 1, 2010
Aggregate principal amount:
$150,000,000
Price to Public:
99.819% of the principal amount of the Designated Securities, plus
accrued interest, if any, from August 29, 2000 to the Time of Delivery
Purchase Price by Underwriters:
99.169% of the principal amount of the Designated Securities, plus
accrued interest, if any, from August 29, 2000 to the Time of Delivery
Form of Designated Securities:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time) on August 29, 2000
Indenture:
Indenture dated as of March 9, 1999 among the Partnership, the
Guarantors named therein and First Union National Bank, as Trustee
Maturity:
September 1, 2010
Interest Rate:
8.45%
4
Interest Payment Dates:
March 1 and September 1
Redemption Provisions:
The Designated Securities may be redeemed by the Partnership, in whole
or in part, at any time at a redemption price equal to the sum of (a)
the principal amount of Designated Securities being redeemed plus
accrued interest thereon to the Redemption Date (as defined in the
Indenture) and (b) the Make-Whole Amount (as defined in the Indenture),
if any, with respect to such Designated Securities.
Sinking Fund Provisions:
No sinking fund provisions
Closing location for delivery of Designated Securities:
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Additional Closing Conditions:
None
Names and addresses of Representatives:
Designated Representatives: Goldman, Sachs & Co.
Address for Notices, etc.: 85 Broad Street, New York, New York 10004
Other Terms:
None
5
Exhibit 5.3
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO POST OFFICE BOX 240 SACRAMENTO
DENVER JACKSONVILLE, FLORIDA 32201-0240 SAN DIEGO
JACKSONVILLE THE GREENLEAF BUILDING SAN FRANCISCO
LOS ANGELES 200 LAURA STREET TALLAHASSEE
MADISON JACKSONVILLE, FLORIDA 32202-3510 TAMPA
MILWAUKEE TELEPHONE (904) 359-2000 WASHINGTON, D.C.
ORLANDO FACSIMILE (904) 359-8700 WEST PALM BEACH
August 29, 2000
Regency Centers, L.P.
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 Centers, L.P. (the "Issuer") and Regency Realty
Corporation, as guarantor ("Regency"), under the Securities Act of 1933, as
amended (the "Securities Act"), for the issuance of (a) $150,000,000 aggregate
principal amount of 8.45% Notes Due September 1, 2010 of the Issuer (the
"Notes") and (b) the guarantee of Regency with respect to the Notes (the
"Guarantees"), to be issued against payment therefor.
In connection with the issuance of such securities, we have examined
and are familiar with: (a) the agreements of limited partnership of the Issuer,
as presently in effect, (b) the articles of incorporation and bylaws of Regency,
as presently in effect, (c) the proceedings of and actions taken by the Board of
Directors of Regency, as general partner of the Issuer, in connection with the
issuance and sale of the Notes, (d) the proceedings of and actions taken by the
Board of Directors of Regency, on its own behalf, in connection with the
issuance of the Guarantees and (e) such other records, certificates and
documents as we have considered necessary or appropriate for purposes of this
opinion.
1. The Notes have been duly authorized, and when duly executed,
authenticated, issued and delivered against payment therefor, will constitute
valid and legally binding obligations of the Issuer enforceable in accordance
with their terms, subject, as to enforcement, to bankruptcy, fraudulent
transfer, equitable subordination, fair dealing, insolvency, reorganization and
other laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
Foley & Lardner
Regency Centers, L.P.
August 29, 2000
Page 2
2. The Guarantees have been duly authorized, and when duly executed,
issued and delivered by Regency and, when the Notes have been issued and
authenticated, will constitute valid and legally binding obligations of Regency
enforceable in accordance with their terms, subject, as to enforcement, to
bankruptcy, fraudulent transfer, equitable subordination, fair dealing,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
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.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 in
said Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus and any supplements thereto. 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/ Foley & Lardner
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Exhibit 8.2
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO POST OFFICE BOX 240 SACRAMENTO
DENVER JACKSONVILLE, FLORIDA 32201-0240 SAN DIEGO
JACKSONVILLE THE GREENLEAF BUILDING SAN FRANCISCO
LOS ANGELES 200 LAURA STREET TALLAHASSEE
MADISON JACKSONVILLE, FLORIDA 32202-3510 TAMPA
MILWAUKEE TELEPHONE (904) 359-2000 WASHINGTON, D.C.
ORLANDO FACSIMILE (904) 359-8700 WEST PALM BEACH
August 29, 2000
Regency Realty Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Ladies and Gentlemen:
You have requested our opinions as tax counsel to Regency Realty
Corporation (the "Company") concerning the federal income tax consequences in
connection with the registration statement on Form S-3 (which registration
statement is hereinafter referred to as the "Registration Statement") and with
respect to qualification of the Company as a real estate investment trust (a
"REIT") for federal income tax purposes, for the issuance of $150,000,000
aggregate principal amount of Notes due September 1, 2010 of Regency Centers,
L.P. (the "Partnership") and the guarantee of the Company with respect to such
notes. Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Registration Statement.
In connection with the opinions rendered below, we have reviewed the
Registration Statement, the agreement of limited partnership of the Partnership,
the articles of incorporation and bylaws of the Company and such other documents
that we deemed relevant. The opinions expressed in this letter are based upon
certain factual representations set forth in the Registration Statement and in
certificates of officers of the Company.
In connection with the opinions rendered below, we have assumed
generally that:
1. each of the documents referred to above has been duly authorized,
executed, and delivered; is authentic, if an original, or is accurate, if a
copy; and has not been amended;
2. during its short taxable year ended December 31, 1993 and
subsequent taxable years, the Company has operated and will continue to operate
in such a manner
Regency Realty Corporation
August 29, 2000
Page 2
that makes and will continue to make the factual representations contained in a
certificate, dated as of the date hereof and executed by a duly appointed
officer of the Company (the "Officer's Certificate"), true for such years;
3. the Company will not make any amendments to its organizational
documents or to the organizational documents of Regency Realty Group, Inc., a
Florida corporation ("Management Company"), after the date of this opinion that
would affect its qualification as a REIT for any taxable year;
4. no actions will be taken by the Company or Management Company
after the date hereof that would have the effect of altering the facts upon
which the opinion set forth below is based.
In connection with the opinions rendered below, we also have relied
upon the correctness of the factual representations contained in the Officer's
Certificate.
Based solely on the documents and assumptions set forth above and the
factual representations set forth in the Officer's Certificate, and without
further investigation, we are of the opinion that the summaries set forth in the
prospectus (the "Prospectus") included as part of the Registration Statement
under the caption "Federal Income Tax Considerations" is accurate in all
material respects as to matters of law and legal conclusions. In addition, based
upon and subject to the foregoing, we confirm our specific opinions in the
Prospectus under the caption "Federal Income Tax Considerations".
The foregoing opinions are based on current provisions of the Code and
the Treasury regulations thereunder (the "Regulations"), published
administrative interpretations thereof, and published court decisions, all of
which are subject to change either prospectively or retroactively. The Internal
Revenue Service has not issued Regulations or administrative interpretations
with respect to various provisions of the Code relating to REIT qualification.
No assurance can be given that the law will not change in a way that will
prevent the Company from qualifying as a REIT or that may change the other legal
conclusions stated herein.
The foregoing opinion is limited to the U.S. federal income tax matters
addressed herein, and no other opinions are rendered with respect to other
federal tax matters or to any issues arising under the tax laws of any other
country, or any state or locality. We undertake no obligation to update the
opinion expressed herein after the date of this letter.
Regency Realty Corporation
August 29, 2000
Page 3
We hereby consent to the inclusion of this opinion as Exhibit 8.1 in
said Registration Statement and to the reference to this firm under the captions
"Federal Income Tax Considerations" and "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/ Foley & Lardner
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Exhibit 12.2
STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS
Regency Centers, L.P.
Ratio of Earnings to Fixed Charges
RCLP RCLP RCLP RCLP RCLP RCLP
06-30-00 1999 1998 1997 1996 1995
Net income 57,013 99,131 49,299 24,228 4,942 796
Adjust for:
Minority interest 480 2,855 464 505 - -
Equity in income of joint ventures (61) (4,688) (946) (33) (70) (4)
Gain (loss) on sale of real estate (18) 233 (10,726) (451) - -
Plus fixed charges 51,176 79,430 30,239 16,658 6,857 5,085
Plus distributions from equity joint ventures - 704 384 69 232 12
Less preferred stock/unit dividend (13,255) (12,368) (3,358) - - -
Less capitalized interest (5,961) (11,029) (3,417) (1,896) (381) (285)
------------------------------------------------------------------------
Earnings 89,374 154,268 61,939 39,080 11,580 5,604
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Preferred stock/unit dividend 13,255 12,368 3,358 - - -
Interest expense including amortization of
loan costs and interest savings 31,960 56,033 23,464 14,762 6,476 4,800
Capitalized interest 5,961 11,029 3,417 1,896 381 285
------------------------------------------------------------------------
Total fixed charges 51,176 79,430 30,239 16,658 6,857 5,085
------------------------------------------------------------------------
Ratio 1.7 1.9 2.0 2.3 1.7 1.1