SEC Filing | Regency Centers Corporation

View:

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
---

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ' 240.14a-11(c) or ' 240.14a-12

REGENCY REALTY CORPORATION
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

REGENCY REALTY CORPORATION

_______________

NOTICE AND PROXY STATEMENT

_______________

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 26, 1998

TO THE HOLDERS OF COMMON STOCK:

PLEASE TAKE NOTICE that the annual meeting of shareholders of Regency Realty
Corporation (the "Company") will be held on Tuesday, May 26, 1998, at 11:00
A.M., local time, at the Omni Jacksonville Hotel, 245 Water Street,
Jacksonville, Florida.

The meeting will be held for the following purposes:

1. To elect one Class III Director, one Class I Director and four Class II
Directors to serve terms expiring at the annual meeting of shareholders
to be held in 1999, 2000 and 2001, respectively, and until their
successors have been elected and qualified.

2. To consider and vote on a proposed amendment to the Company's Articles of
Incorporation that would apply to the Company's major beneficial
shareholder, Security Capital U.S. Realty and its subsidiary
(collectively, "SC-USREALTY"), the same transfer restrictions that
currently apply to all other Non-U.S. Persons (as defined in the Articles
of Incorporation).

3. To transact such other business as may properly come before the meeting
or any adjournment thereof.

The shareholders of record at the close of business on April 8, 1998 will be
entitled to vote at the annual meeting.

It is hoped you will be able to attend the meeting, but in any event we would
appreciate your dating, signing and returning the enclosed proxy as promptly as
possible. If you are able to be present at the meeting, you may revoke your
proxy and vote in person.

By Order of the Board of Directors,

J. Christian Leavitt
Vice President, Secretary
and Treasurer

Dated: April 15, 1998

TABLE OF CONTENTS

PAGE

VOTING SECURITIES.......................................... 1
Standstill............................................... 4

PROPOSAL 1: ELECTION OF DIRECTORS......................... 6
Compensation Committee Report on Executive Compensation.. 14
Annual Component......................................... 15
Long-Term Component...................................... 15
Comparative Stock Performance............................ 17
Executive Compensation................................... 18
Compensation Committee Interlocks
and Insider Participation.............................. 21
Certain Transactions..................................... 21

PROPOSAL 2: TO AMEND ARTICLES OF INCORPORATION
TO FACILITATE CONTINUED QUALIFICATION AS A
DOMESTICALLY CONTROLLED REIT......... 24

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS................... 26

OTHER MATTERS.............................................. 26

SHAREHOLDER PROPOSALS...................................... 26

ANNUAL REPORT.............................................. 26

EXPENSES OF SOLICITATION................................... 26

APPENDIX A

REGENCY REALTY CORPORATION

121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202

_______________

PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 26, 1998

This Proxy Statement and the enclosed form of proxy are first being sent to
shareholders of Regency Realty Corporation on or about April 15, 1998 in
connection with the solicitation by the Company's Board of Directors of proxies
to be used at the 1998 annual meeting of shareholders of the Company. The
meeting will be held on Tuesday, May 26, 1998, at 11:00 A.M., local time, at the
Omni Jacksonville Hotel, 245 Water Street, Jacksonville, Florida.

The Board of Directors has designated Martin E. Stein, Jr. and Bruce M.
Johnson, and each or either of them, as proxies to vote the shares of Common
Stock solicited on its behalf. If the enclosed form of proxy is executed and
returned, it may nevertheless be revoked at any time insofar as it has not been
exercised by (i) giving written notice to the Secretary of the Company, (ii)
delivery of a later dated proxy, or (iii) attending the meeting and voting in
person. The shares represented by the proxy will be voted unless the proxy is
mutilated or otherwise received in such form or at such time as to render it not
votable.

If necessary, the holders of the proxies may vote in favor of a proposal to
adjourn the meeting to permit further solicitation of proxies in order to obtain
sufficient votes to approve any of the matters being considered at the meeting.
If the meeting is adjourned for any reason, at any subsequent reconvening of the
meeting all proxies may be voted in the same manner as such proxies would have
been voted at the original convening of the meeting (except for any proxies that
have heretofore effectively been revoked or withdrawn).

VOTING SECURITIES

The record of shareholders entitled to vote was taken at the close of business
on April 8, 1998. At such date, the Company had outstanding and entitled to
vote 24,865,205 shares of Common Stock, $.01 par value. Each share of Common
Stock entitles the holder to one vote. Holders of a majority of the outstanding
Common Stock must be present in person or represented by proxy to constitute a
quorum at the annual meeting.

The Company is a Florida corporation the principal shareholders of which
consist of members of the Stein family, who founded the Company, and the
Company's major investor, Security Capital U.S. Realty ("SC-USREALTY"). The
following table shows certain information relating to the beneficial ownership
as of April 8, 1998 of (i) each person known to the Company to be the beneficial
owner of more than 5% of the Company's Common Stock, which is the only
outstanding class of voting securities of the Company, (ii) each Director and
nominee, (iii) each of the named executive officers shown in the Summary
Compensation Table elsewhere in this proxy statement, and (iv) all Directors and

executive officers as a group. Except as otherwise indicated, the shareholders
listed exercise sole voting and dispositive power over the shares.

PERCENT
AMOUNT AND NATURE OF OF VOTING
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP SECURITIES(2)
---------------- -------------------- -------------

Security Capital U.S. Realty(3) 11,284,439 45.4%
(SC-USREALTY)

LaSalle Advisors Limited 1,804,730 7.3%
Partnership(4)

Joan W. Stein(5) 589,090(6)(7) )

Martin E. Stein, Jr.(5) 762,783(6)(8)(9) ) 3.1%(10)

Richard W. Stein(11) 578,627(6)(12) )

Edward L. Baker 14,672(13) *

Raymond L. Bank 1,611(13) *

A.R. Carpenter 12,928(13) *

J. Dix Druce, Jr. 30,919(13) *

Albert Ernest, Jr. 13,696(13) *

Douglas S. Luke 14,504(13) *

J. Alexander Branch III 257,389(13)(14) 1.0%

Mary Lou Rogers 833 *

Jonathan L. Smith 686 *

Lee S. Wielansky 45,459(16) *

Bruce M. Johnson 93,217(9)(17) *

Robert C. Gillander, Jr. 89,080(17) *

James D. Thompson 79,504(17) *

All Directors, nominees for Director 1,433,708(14)(18) 5.7%
and executive officers as a group (a
total of 16 persons)

- ----------------------------
Footnotes appear on page 3.

- ---------------
* Less than one percent.
(1) Information presented in this table and related notes has been obtained
from the beneficial owner and from reports filed by the beneficial owner
with the Securities and Exchange Commission pursuant to Section 13 of the
Securities Act of 1934.
(2) The percentages shown on the above table do not take into account the
shares of Common Stock issuable upon conversion of the Company's Class B
Non-Voting Stock (the "Class B Stock"). The Company has outstanding a total
of 2,500,000 shares of Class B Stock held by a single institutional
investor which are convertible into Common Stock at the holder's option
beginning December 20, 1998, subject to certain numerical limitations,
including a requirement that conversion not result in the holder being the
beneficial owner of more than 4.9% of the Company's outstanding Common
Stock. The Class B Stock will be immediately convertible into Common Stock
in full upon the occurrence of certain extraordinary events or defaults,
including certain changes in management. A total of 2,975,468 shares of
Common Stock are issuable upon conversion of the Class B Stock. Based on
the number of shares of Common Stock outstanding on the record date for the
annual meeting (and assuming no other changes), the 2,975,468 shares of
Common Stock issuable upon conversion of the Class B Stock would constitute
approximately 10.7% of the Common Stock outstanding immediately following
conversion.
(3) The business address of Security Capital U.S. Realty is 69, route d'Esch,
L-1470 Luxembourg.
(4) The business address of LaSalle Advisors Limited Partnership is 11 South
LaSalle Street, Chicago, Illinois 60603.
(5) The business address of Joan W. Stein and Martin E. Stein, Jr. is 121 West
Forsyth Street, Suite 200, Jacksonville, Florida 32202.
(6) Includes 160,263 shares held through The Regency Group, Inc. The named
individual is deemed to have shared voting and investment power over these
shares by virtue of testamentary trusts and a voting trust of which the
Steins and John D. Baker, II are trustees, which trusts own 100% of the
voting stock of The Regency Group, Inc. Also includes: 307,147 shares and
108,235 shares owned through two family partnerships, The Regency Group II
and Regency Square II, respectively. The general partners of The Regency
Group II and Regency Square II are the Steins and a testamentary trust of
which the Steins and Mr. Baker are trustees.
(7) Also includes 13,445 shares owned individually by Joan W. Stein.
(8) Also includes 187,138 shares owned by Martin E. Stein, Jr. and 34,444
shares subject to presently exercisable options.
(9) Excludes 46,691 shares held by the Company's 401(k) plan, of which Messrs.
Martin E. Stein, Jr. and Johnson are trustees. The trustees have shared
voting power over these shares.
(10) The 762,783 shares over which Martin E. Stein, Jr. has sole or shared
voting and investment power as described in notes (6) and (8) represent, in
the aggregate, 3.1% of the outstanding voting securities of the Company.
Percentages are omitted for the other members of the Stein family to avoid
double counting.
(11) The business address of Richard W. Stein is 76 S. Laura Street, Suite 1400,
Jacksonville, Florida 32201.
(12) Also includes 2,982 shares owned individually by Richard W. Stein.
(13) Includes the following shares covered by presently exercisable options:
Mr. Baker, 5,000 shares; Mr. Branch, 2,000 shares; Mr. Carpenter, 5,000
shares; Mr. Druce, 5,000 shares; Mr. Ernest, 5,000 shares; and Mr. Luke,
5,000 shares.
(14) Includes 122,506 shares issuable upon redemption of limited partnership
units held by Mr. Branch and 2,568 shares issuable upon redemption of
limited partnership units held by Mr. Branch's wife as trustee for the
benefit of their children.
(15) Nominee for Director.
(16) Represents units of limited partnership interest in Regency Centers, L.P.
which may be redeemed at any time for a like number of shares of the
Company's Common Stock.
(17) Includes the following shares covered by presently exercisable options: Mr.
Johnson, 11,802 shares; Mr. Gillander, 11,802 shares; and Mr. Thompson,
10,143 shares.
(18) Includes 95,191 shares subject to presently exercisable options.

STANDSTILL

SC-USREALTY has agreed to a five-year "standstill" (renewable for additional
one-year terms) in its Stockholders Agreement with the Company, as amended. A
"standstill" is an agreement by a shareholder to refrain from changing its
position, most frequently involving an agreement not to acquire additional
shares and/or not to take certain actions relating to management or control,
such as replacing one or more members of the board of Directors. Under the
terms of SC-USREALTY's standstill, SC-USREALTY may not, among other things, (i)
acquire more than 45% of the Company's outstanding Common Stock on a fully
diluted basis, (ii) transfer shares in a negotiated transaction that would
result in any transferee beneficially owning more than 9.8% of the Company's
capital stock unless the Company approves the transfer, in its sole discretion,
(iii) act in concert with any third parties as part of a 13D group, or (iv) seek
to change the composition or size of the Board of Directors (except as provided
in the Stockholders Agreement with respect to SC-USREALTY's representation on
the Board). During the standstill term, SC-USREALTY is generally required to
vote its shares of Common Stock in accordance with the recommendation of the
Company's Board of Directors or proportionally in accordance with the vote of
the other holders of the Common Stock except with respect to the election of SC-
USREALTY's nominees to the Company's Board (as to which SC-USREALTY can vote its
shares in its sole discretion) and with respect to any amendment to the
Company's Articles of Incorporation or Bylaws that would reasonably be expected
to materially adversely affect SC-USREALTY and certain extraordinary matters (as
to which SC-USREALTY may vote Common Stock owned by it, not to exceed 40% of the
outstanding shares, in its sole discretion).

SC-USREALTY's standstill requires it to vote at the annual meeting for the
Board of Directors' nominees (other than SC-USREALTY's representatives) or vote
proportionally for such nominees in accordance with the vote of the other
shareholders.

SC-USREALTY's standstill provides for automatic termination prior to the end
of its stated term upon the occurrence of certain events, including the
acquisition by another person or group of 9.8% or more of the voting power of
the Company's outstanding voting securities. In June 1997, Opportunity Capital
Partners II Limited Partnership, a Maryland limited partnership ("OCP"),
acquired beneficial ownership of more than 9.8% of the Common Stock following
its exercise of certain redemption rights. SC-USREALTY agreed that the
standstill will not be terminated by OCP's exercise of redemption rights so long
as the shares acquired by OCP are held directly and beneficially by OCP. The
waiver of the termination of the standstill also extends to (i) 225,930 shares
beneficially owned for various managed accounts by ABKB/LaSalle Securities
Limited, an affiliate of OCP's general partner ("ABKB/LaSalle") (including
32,200 shares held in a discretionary account for the benefit of OCP's limited
partner), but only to the extent that such shares are continuously held in each
such account, and (ii) up to 4.9% of the outstanding Common Stock beneficially
owned as a result of the conversion of Class B Stock, which is beneficially
owned by an affiliate of ABKB/LaSalle for another client. However, the waiver
will terminate as to all the shares described above if OCP, ABKB/LaSalle, any
other affiliate of OCP, or any member of a group of which OCP is a member
acquires beneficial ownership of any additional voting securities of the Company
or takes any other actions that would otherwise result in the termination of the
standstill.

During the standstill period, OCP has agreed with the Company that OCP will
not, and OCP and ABKB/LaSalle have agreed that they will not, cause other
managed accounts for OCP's limited partner (collectively with OCP, the "OCP
Accounts") to acquire additional shares (i) so long as OCP continues to

beneficially own more than 9.8% of the Common Stock, on a diluted basis, or (ii)
thereafter if, after giving effect to the acquisitions, the OCP Accounts would
own more than 9.8% of the Common Stock, on a diluted basis. However, neither
ABKB/LaSalle nor any of its affiliates is so bound with respect to any of their
other clients or accounts. Accordingly, if ABKB/LaSalle becomes the beneficial
owner of any shares that are not exempted from the standstill waiver as
described above (or if any of the exempted shares are transferred between
ABKB/LaSalle affiliates even though their aggregate beneficial ownership does
not increase), then all shares beneficially owned by OCP, ABKB/LaSalle and their
affiliates will be counted in determining whether SC-USREALTY's standstill has
terminated. If after any such event such persons then beneficially own more
than 9.8% of the outstanding Common Stock, the standstill will terminate, and
SC-USREALTY will not be restricted in the voting of the shares that it owns or
in any other action that it might take as a shareholder of the Company.

PROPOSAL 1: ELECTION OF DIRECTORS

The Company's Amended and Restated Articles of Incorporation divide the Board
of Directors into three classes, as nearly equal as possible. At the meeting,
one Class I Director will be elected to serve for a term of two years and until
his successor is elected and qualified, one Class III Director will be elected
to serve for a term of one year and until his successor is elected and
qualified; and four Class II Directors will be elected to serve for a term of
three years and until their successors are elected and qualified. The Board of
Directors has nominated Lee S. Wielansky, who was recently elected to the Board
in connection with the acquisition of the real estate assets of the Midland
Group, and Jonathan L. Smith, who was recently elected to the seat of the Board
vacated by Robert S. Underhill, to stand for election as Class I and Class III
Directors, respectively. The Board of Directors also has nominated Martin E.
Stein, Jr., Raymond L. Bank, A.R. Carpenter, and J. Dix Druce, Jr., to stand for
election as Class II Directors. Directors will be elected by a plurality of
votes cast by shares entitled to vote at the meeting.

The accompanying proxy will be voted, if authority to do so is not withheld,
for the election as Directors of each of the Board's nominees. Each nominee is
presently available for election. If any nominee should become unavailable,
which is not now anticipated, the persons voting the accompanying proxy may in
their discretion vote for a substitute.

Information concerning all incumbent Directors and all nominees for Director,
based on data furnished by them, is set forth below. Martin E. Stein, Jr. and
Richard W. Stein are brothers, and Joan W. Stein is their mother. Mr. Smith and
Ms. Rogers have been designated by SC-USREALTY as its representatives to the
Company's Board of Directors pursuant to a Stockholders Agreement between the
Company and SC-USREALTY, which gives SC-USREALTY the right, under certain
circumstances, to nominate for election by shareholders its proportionate share
of the members of the Board (but generally not fewer than two, nor more than 49%
of the Directors). Mr. Bank has been designated by OCP as its representative to
the Company's Board of Directors. OCP will retain the right to nominate one
member of the Board so long as it retains the shares of Common Stock received in
connection with the acquisition of assets of Branch Properties, L.P.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF ITS NOMINEES. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS
SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.

SHARES OF
YEAR COMPANY
FIRST COMMON STOCK
CLASS/ POSITIONS WITH THE COMPANY; BECAME OWNED
CURRENT PRINCIPAL OCCUPATIONS DURING DIRECTOR BENEFICIALLY AS OF
TERM PAST FIVE YEARS; OTHER OF THE MARCH 1, 1998
NAME AGE EXPIRES(1) DIRECTORSHIPS COMPANY (% OF CLASS)(2)
-------- ---------- ------------------------- ------- ------------------

Joan W. Stein Class III Director of the Company; retired as 1993 589,090(3)
(69) 1999 Chairman of the Company in 1997; (2.4%)
Chairman since 1968 of The Regency
Group, Inc. ("TRG"), which
transferred substantially all the
assets of its real estate division
to the Company upon the closing of
the Company's initial public
offering in November 1993; retired
as a Director of Barnett Bank of
Jacksonville, N.A. in 1995.

Martin E. Stein, Jr.*. Class II Chairman of the Board since June 1993 762,783(3)(4)
(45) 1998 1997, President, Chief Executive (3.1%)
Officer and Director of the Company
since 1993; President and Chief
Executive Officer of TRG since 1988
and President of TRG's real estate
division since 1981; Director of FRP
Properties, Inc., a publicly held
transportation and real estate
company.

Richard W. Stein Class I President and Chief Executive 578,627(3)
(42) 2000 Officer of Palmer & Cay of Florida, (2.3%)
Inc., an insurance agency, since
1993; Executive Vice President and
Director of TRG, 1989 to present.

- -----------------------
Footnotes appear on page 13

Douglas S. Luke+ Class I Director of the Company; President 1993 14,504(5)
(56) 2000 and Chief Executive Officer since
1991 of WLD Enterprises, Inc., a Ft.
Lauderdale, Florida based
diversified private investment and
management company with interests in
securities, real estate and
operating businesses; Managing
Director of Rothschild
Inc./Rothschild Ventures from 1987
to 1990; Director of Orbital
Sciences Corporation, a space
systems company, and Westvaco
Corporation, a diversified paper and
chemicals manufacturing company.

Mary Lou Rogers[ ]. Class I Managing Director of SC-USREALTY 1997 833
(46) 2000 Strategic Group Incorporated, an
affiliate of SC-USREALTY, since
March 1997, responsible for
developing retail operating systems
for retailing-related initiatives
for SC-USREALTY Strategic Group
Incorporated's clients; Senior Vice
President, Director of Stores-New
England, for Macy's East/Federated
Department Stores from 1994 to March
1997; Senior Vice President,
Director of Stores for Henri Bendels
from 1993 to 1994; Senior Vice
President, Regional Director of
Stores for the Burdines Division of
Federated Department Stores, from
1991 to 1993.

- -----------------------
Footnotes appear on page 13

Lee S. Wielansky Class I Director of the Company; Managing 1998 45,459
(47) nominee Director - Midwestern Investment
(for term Group of the Company; President and
expiring Chief Executive Officer of Midland
2000) Development Group from 1983 to 1998
until its assets were acquired by
the Company; Director of Allegiant
Bancorp, Inc. since 1990.

Raymond L. Bank Class II Director of the Company; President 1997 1,611
(44) 1998 and Chief Operating Officer of
Merchant Development Corporation, a
venture capital and buy-out firm
focusing on consumer retail, direct
marketing, and service companies
since 1994; President, Raymond L.
Bank Associates, Inc., a consulting
firm serving a diverse clientele in
corporate development, retail, and
direct marketing strategies, since
1991; Director, OfficeMax, Inc.,
since 1994.

- ----------------------
Footnotes appear on page 13

A. R. Carpenter[ ]. Class II Director of the Company; President 1993 12,928(5)
(56) 1998 and Chief Executive Officer (since
January 1992) of CSX Transportation,
Inc., with which he has held a
variety of positions since 1962,
including Executive Vice
President-Sales and Marketing (from
1989 to 1992); Director of
NationsBank Corp. since January
1998, Florida Rock Industries, Inc.,
Stein Mart, Inc., a Jacksonville
based discount retailer, and
American Heritage Life Insurance
Company, Director of Barnett Banks,
Inc., a Jacksonville based bank
holding company, and its affiliate,
Barnett Bank of Jacksonville, N.A.,
prior to its acquisition by
NationsBank Corp.

J. Dix Druce, Jr.H Class II Director of the Company; President 1993 30,919(5)
(50) 1998 and Chairman of the Board of Life
Service Corp., Inc., a life
insurance management company, since
1988; President and Director of
American Merchants Life Insurance
Company and its parent, AML
Acquisition Company, since October
1992; President and Director
(Chairman from May 1989 to July
1991) of National Farmers Union Life
Insurance Company from 1987 to 1991;
President and Director of Loyalty
Life Insurance Company and NFU
Acquisition Company from 1987 to
1991; Director of American National
Bank of Florida.

- ------------------------
Footnotes appear on page 13

Edward L. Baker[ ]. Class III Director of the Company; Chairman of 1993 14,672(5)
(63) 1999 the Board of Florida Rock
Industries, Inc., a publicly held
construction materials company
listed on the New York Stock
Exchange, and its affiliate, FRP
Properties, Inc., since May 1989 and
President from 1967 to May 1989;
Director of American Heritage Life
Insurance Company, based in
Jacksonville, Florida, and Flowers
Industries, a producer of baked
goods located in Thomasville,
Georgia.

J. Alexander Branch III Class III Founder, Chairman and Chief 1997 257,389(6)
(56) 1999 Executive Officer for more than five
years of Branch Properties, L.P. and
predecessors, prior to the transfer
by it of substantially all its
assets to a partnership controlled
by the Company.

Albert Ernest, Jr.[ ]. Class III Director of the Company; President 1993 13,696(5)
(67) 1999 of Albert Ernest Enterprises, a
consulting and investment firm;
Director of Barnett Banks, Inc.,
from 1982 until 1991, President and
Chief Operating Officer from
November 1988 until his retirement
in 1991, and Vice Chairman from 1984
to 1988; Director of Florida Rock
Industries, Inc., and its affiliate,
FRP Properties, Inc., Stein Mart,
Inc., a publicly held discount
apparel chain based in Jacksonville,
Florida, Emerald Funds and Wickes
Lumber Co., a publicly held retailer
and distributor of building
materials.

- ------------------------
Footnotes appear on page 13

Jonathan L. Smith+ Class III Director of the Company; Senior Vice 1998 686
(45) nominee President, SC-USREALTY Global
(for term Strategic Group since June, 1997,
expiring where he is responsible for
2001) overseeing strategic investments in
retail companies such as the Regency
Realty, Pacific Retail Trust, Urban
Growth Property Trust, and City
Center Retail Trust; Managing
Director of Citicorp Real Estate,
Inc. overseeing remedial management
of the US Commercial Real Estate
business from 1990 to 1997.

_________________________
* Member of the Executive Committee, any meeting of which also must include
any one of the outside Directors, and one of the Directors representing SC-
USREALTY.
+ Member of the Audit Committee.
[ ] Member of the Compensation Committee.
. Member of the Nominating Committee.

(1) The Company's Amended and Restated Articles of Incorporation divide the
Board of Directors into three classes, as nearly equal in number as
possible, with Directors elected for three-year terms.
(2) Where percentage is not indicated, amount is less than 0.1% of total
outstanding Common Stock. Unless otherwise noted, all shares are owned
directly, with sole voting and dispositive powers.
(3) Includes 160,263 shares held through The Regency Group, Inc. The named
individual is deemed to have shared voting and investment power over these
shares by virtue of testamentary trusts and a voting trust of which the
Steins and John D. Baker, II are trustees, which trusts own 100% of the
voting stock of The Regency Group, Inc. Also includes 307,147 shares and
108,235 shares held through two family partnerships, The Regency Group II
and Regency Square II, respectively. The general partners of The Regency
Group II and Regency Square II are the Steins, and a testamentary trust of
which the Steins and Mr. Baker are trustees.
(4) Includes 34,444 shares subject to presently exercisable options.
(5) Includes 5,000 shares subject to presently exercisable options.
(6) Includes 2,000 shares subject to presently exercisable options and 125,074
shares issuable upon redemption of limited partnership units.

BOARD OF DIRECTORS AND STANDING COMMITTEES. Regular meetings of the Board of
Directors are held five times a year. The Board held five regular meetings and
six special meetings during 1997. All Directors attended at least 75% of all
meetings of the Board and Board committees on which they served during 1997.

The Board of Directors has established four standing committees: an Executive
Committee, an Audit Committee, a Compensation Committee and a Nominating
Committee, which are described below. Members of these committees will be
elected annually at the regular Board meeting held in conjunction with the
annual shareholders' meeting.

EXECUTIVE COMMITTEE. The Executive Committee presently is comprised of Martin
E. Stein, Jr. (Chairman), one independent non-SC-USREALTY Director, and any one
independent Director nominee of SC-USREALTY. The Executive Committee did not
meet during 1997. The Executive Committee is authorized by the resolutions
establishing the committee to handle ministerial matters requiring Board
approval. The Executive Committee may not exercise functions reserved under
Florida law for the full Board of Directors and, in addition, may not declare
dividends.

AUDIT COMMITTEE. The Audit Committee presently is comprised of Messrs. Druce,
Luke and Smith, none of whom is an officer of the Company. Regular meetings of
the Audit Committee are held twice a year. The Audit Committee met twice during
1997. The principal responsibilities of and functions generally performed by
the Audit Committee are reviewing the Company's internal controls and the
objectivity of its financial reporting, making recommendations regarding the
Company's employment of independent auditors, and reviewing the annual audit
with the auditors.

NOMINATING COMMITTEE. The Nominating Committee presently is comprised of
Albert Ernest, Jr. (Chairman), Martin E. Stein, Jr., Edward L. Baker, A.R.
Carpenter and Mary Lou Rogers. The Nominating Committee, which makes
nominations for election of Directors, also has responsibility for accepting

nominations from shareholders. The Nominating Committee met twice during 1997.
The Company's Bylaws require that any nominations by shareholders be delivered
to the Company no later than the deadline for submitting shareholder proposals.
See "Shareholder Proposals."

COMPENSATION COMMITTEE. The Compensation Committee presently is comprised of
Messrs. Ernest (Chairman), Baker, Carpenter and Ms. Rogers. The Compensation
Committee held three meetings during 1997 to review 1996 performance and to
review and approve changes to the Company's current executive compensation
plans. This Committee has the responsibility of approving the compensation
arrangements for senior management of the Company, including annual bonus and
long term compensation. It also recommends to the Board of Directors adoption
of any compensation plans in which officers and Directors of the Company are
eligible to participate, as well as makes grants of employee stock options and
other stock awards under the Company's Long Term Omnibus Plan.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Committee") is
responsible for evaluating and establishing appropriate levels of executive
compensation and other benefit plans of the Company. The Committee is comprised
entirely of non-employee Directors.

COMPENSATION PHILOSOPHY. The Company's executive compensation program is
incentive based, and has been designed to attract, motivate, reward and retain
key executives who are result-oriented and capable of achieving the Company's
key objectives. The Committee recognizes that the interests of the shareholders
are best served by allowing key executives the opportunity to participate in the
appreciation of the Company through the granting of stock awards and stock
options.

The Committee evaluates and establishes the Company's executive compensation
program based upon current market information including data from the REIT
Executive Compensation Survey prepared annually by the National Association of
Real Estate Investment Trusts, and comparative executive compensation data
provided by Arthur Andersen and its peers. The program is comprised of an
annual component and a long-term incentive component. Both of these forms of
incentive compensation are primarily variable in nature, and designed to
effectuate a pay-for-performance philosophy which considers management's ability
to consistently generate total shareholder returns above the industry average,
grow Funds from Operations per share (FFO is the most widely-accepted measure of
performance for real estate investment trusts), strengthen the Company's capital
structure, and build a premier operating company.

The Company exceeded all of its 1997 key goals and objectives. Significant
accomplishments included increasing FFO per share by 18.3%; growing the platform
of quality neighborhood shopping centers by $422 million invested in 40
properties; commencing $134 million of customer-driven developments; increasing
the total market capitalization to $1.04 billion; receiving investment grade
ratings from Moody's and S&P; and achieving three-year compounded annual
shareholder return of 25%.

ANNUAL COMPONENT

Base salaries for all executives are reviewed by the Committee on an annual
basis. In determining appropriate base salaries, the Committee considers
external competitiveness in relation to the Company's current financial
condition and capital resources, the roles and responsibilities of the
individual, the contributions of the individual to the Company's business, an
analysis of job requirements and the individual's prior experience and
accomplishments.

To provide additional incentive to achieve outstanding performance, the
Committee also makes cash bonus awards based on corporate and individual
performance. The compensation plan established by the Committee in 1997
establishes target cash bonuses based on achievement of financial and
operational goals for the Company and, where appropriate, those activities of
the Company managed by the executive officer. The Committee has the discretion
to increase the annual bonus in any given year to take into account what it
deems to be extraordinary events.

LONG-TERM COMPONENT

STOCK PURCHASE PLAN. The Committee strongly believes that providing key
employees with an opportunity to increase their ownership of common stock,
aligns their interests with and best serves the stockholders. Therefore, the
Committee has structured a stock purchase plan ("SPP") whereby key employees
acquire common stock at fair market value by investing their own capital in
combination with loans provided by the Company. These full recourse loans are
secured by the stock purchased. The terms and amounts of existing SPP loans are
further described under the summary of Executive Compensation included elsewhere
in this Proxy Statement. Certain SPP loans originated during 1993 and 1996
provide for loan forgiveness awards based upon growth in FFO per share and total
shareholder return. In 1997, the Company exceeded the performance targets that
provide loan forgiveness by achieving per share FFO growth of 18.3%, and
compounded annual shareholder return since the measurement date of 37%.
Forgiveness amounts for the executive officers are reported in the Summary
Compensation Table as SPP Loan Awards. SPP loans originated after 1996 have no
forgiveness provisions.

STOCK OPTIONS. The Company grants stock options to employees as part of their
annual performance review ("Annual Options"), and also as part of the SPP
program ("SPP Matching Options") that provide incentives to SPP participants to
purchase and maintain a long-term investment in the Company of at least 5 years
following an SPP grant. Annual Options and SPP Matching Options vest over 5
years, subject to SPP ownership requirements.

PERFORMANCE STOCK PLAN. In 1995, The Company established a one-time
performance stock program whereby executive officers could earn a specified
number of shares of restricted stock as a result of achieving a compounded
annual total return to shareholders of 15% over a three-year period beginning
with the average closing price of the fourth quarter of 1994. At December 31,
1997, the three-year compounded annual shareholder return as determined by the
plan was 25%, and accordingly, remaining unissued performance shares were
issued. Currently, issued shares are 33% vested, and become fully vested by
January, 2000. The issuance of performance shares are included in the Summary
Compensation Table as Restricted Stock Awards.

CEO COMPENSATION. The Committee's policies for determining the CEO's
compensation are the same as the other executive officers. For 1998, the CEO's
base compensation was not increased, and in accordance with the Company's
incentive compensation program, the CEO received a bonus of $197,500, as well
as, SPP stock loan forgiveness of $186,338 related to 1997 performance. In
January, 1997, the CEO was granted the right to purchase 79,200 SPP shares,
158,400 SPP Matching Options, and 32,700 Annual Options at $25.25 per share, the
fair market value on the date of grant. The CEO continues to serve under a
rolling three-year employment agreement.

REGENCY REALTY CORPORATION
COMPENSATION COMMITTEE

Albert Ernest, Jr., Chairman
Edward L. Baker
R. Carpenter
Mary Lou Rogers

COMPARATIVE STOCK PERFORMANCE

The following graph compares the cumulative total shareholder return on the
Company's Common Stock with the cumulative total return of the S&P 500 Index and
the NAREIT All Equity Index (excluding health care REITs) since October 29,
1993, the first date on which the Common Stock began trading on the New York
Stock Exchange following the Company's initial public offering, assuming the
reinvestment of any dividends and assuming the investment of $100 in each.

Oct. 29, 1993 Dec. 31, 1993 Dec. 31, 1994 Dec. 31, 1995 Dec. 31, 1996 Dec. 31, 1997
------------- ------------- ------------- ------------- ------------- -------------

Regency Realty Corp. $100.00 $ 86.36 $ 94.35 $106.74 $179.84 $202.02

NAREIT Equity Index $100.00 $ 94.83 $ 97.67 $111.55 $152.16 $183.39

S&P 500 Index $100.00 $101.25 $101.57 $139.75 $171.83 $229.16

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid or accrued by the Company
for services rendered during fiscal 1997, 1996 and 1995 to the Company's Chief
Executive Officer and to the Company's three Managing Directors, the only other
executive officers whose total salary and bonus exceeded $100,000 during the
year ended December 31, 1997.

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation
------------------- ----------------------------
Performance Securities
Name & Principal Stock Underlying SPP Loan All Other
Position Year Salary(1) Bonus(2) Awards(3) Options/SARs(4) Awards(5) Compensation(6)
-------- ---- ------ ----- ------ ------------ ------ ------------

Martin E. Stein, Jr. 1997 $275,000 $197,500 $265,800 270,300 $186,338 $17,325
Chairman and Chief 1996 252,391 225,000 $168,000 0 186,338 35,439
Executive Officer 1995 240,000 144,400 0 0 103,950 24,331

Bruce M. Johnson 1997 180,000 104,400 132,900 139,600 84,083 18,143
Managing Director 1996 145,076 115,000 84,000 0 84,083 20,753
and Chief Financial 1995 135,000 71,400 0 0 41,580 15,142
Officer

Robert C. Gillander, Jr. 1997 175,000 100,000 116,288 139,600 80,502 16,480
Managing Director 1996 137,500 108,900 73,500 0 80,502 19,266
Investment Group 1995 125,000 60,000 0 0 41,580 14,175

James D. Thompson 1997 175,000 100,000 107,981 139,600 71,185 16,795
Managing Director 1996 129,826 103,000 68,250 0 71,185 18,929
Operations Group 1995 121,000 62,100 0 0 36,383 13,930

_________________________
(1) Includes amounts deferred under the 401(k) feature of the Company's profit
sharing plan.
(2) Bonuses for the year ended December 31, 1997 were paid 100% in cash; for
the year ended December 31, 1996 bonuses were paid 45% in cash and 55% in
stock; and for the year ended December 31, 1995 bonuses were paid 40% in
cash and 60% in stock.
(3) Consists of the fair market value of restricted stock awards on December
31, 1997 and December 31, 1996, the date of grants. Awards were earned by
cumulative annual shareholder return exceeding 15% beginning January 1,
1995, when the program was implemented. Awards vest 34%, 33% and 33% on
the first, second and third anniversary date of the grant provided that the
executive is employed by the Company or any affiliate on the date of
vesting. The executive is entitled to dividends and voting rights on
unvested shares. Shares representing the full amount of the awards listed
above, held by the named executives are as follows: Mr. Stein, 16,000
shares; Mr. Johnson, 8,000 shares; Mr. Gillander, 7,000 shares; and Mr.
Thompson, 6,500 shares. There is currently no additional restricted stock
available for management.
(4) Stock options granted for previous years performance that vest over 5 years
(Annual Options), and stock options granted related to the Company's Stock
Purchase Plan (SPP Shares and SPP Matching Options), that vest over 1 and 9
years depending upon shares owned by the executive after 5 years, and
certain financial performance measures B see Stock Purchase Plan included
in the Executive Compensation section for specifics related to options
granted and vesting terms.
(5) Represents amounts earned by the named executive officers in the form of
loan forgiveness in accordance with the terms of the Stock Purchase Plan
that is part of the Company's 1993 Long Term Omnibus Plan, based upon FFO
per share growth greater than 7%, annual shareholder return of 15% or more
and cumulative return of 20% or more since January 1, 1996.
(6) Includes contributions in the form of stock to the Company's profit sharing
and 401(k) plan, the profit sharing portion of which was based on the
attainment of predetermined levels of funds from operations per share. The
profit sharing and 401(k) match amount for each executive officer was
$13,750 in 1997 and 1996, and $11,448 in 1995 and 1994. Also includes
amounts allocated in 1996 and 1995 to a deferred compensation plan as
follows: Mr. Stein, $19,879 and $11,073; Mr. Johnson, $5,193 and $1,884;
Mr. Gillander, $3,706 and $917; and Mr. Thompson, $3,369 and $672. The
remainder consists of: (a) annual Christmas compensation of $1,000, and
(b) excess term life insurance premiums.

EMPLOYMENT AGREEMENTS. The Company has entered into a three-year employment
agreement with Martin E. Stein, Jr., the Company's President and Chief Executive
Officer, providing for an annual base salary and participation in the Company's
executive compensation plans on the same terms as other executive officers. The
agreement, which was effective in October 1993, will be renewed automatically
for an additional year on each anniversary date thereof so that the remaining
term will be three years, unless either party gives written notice of non-
renewal. The agreement provides for Mr. Stein to receive base salary and
incentive compensation for the remainder of the term of the agreement in the
event that he is terminated, his responsibilities are materially reduced or the
Company's headquarters are relocated from Jacksonville, Florida as a result of a
sale, merger or other change of control of the Company. The Company has entered
into agreements with Messrs. Johnson, Gillander and Thompson that provide for
the payment of salary and benefits for a specified period in the event of a
change of control only.

STOCK PURCHASE PLAN. To align the interest of management with the Company's
shareholders, the Company has implemented a stock purchase plan ("SPP") as part
of its Long-Term Omnibus Plan to encourage stock ownership by management.
Management purchased 226,000 shares under this program during 1993 and 1996 at
fair market value at the time of purchase. The stock purchases were funded by
SPP loans from the Company (averaging 92% of the purchase price) and cash
provided directly from management. These SPP loans are fully secured by a
portion of the stock purchased, have full recourse to management, are interest
only (due quarterly) with fixed rates of interest of 7.34% to 7.79%, and mature
in 10 years. As part of the program, a portion of the loans may be forgiven
annually based on annual per share FFO growth of greater than 7%, total annual
shareholder return of at least 15%, and cumulative total annual shareholder
return of 20% or more since January 1, 1996.

In 1997, the Company granted the executive officers the option for 2 years to
purchase approximately 198,000 shares ("SPP Shares") at $25.25 per share, the
stock price on the grant date, 65,300 of which are subject to certain financial
performance goals. The Company will loan the participants 95% of the purchase
price at an interest rate equal to the lower of 6% or the dividend rate. The
loans will be secured by stock, will be full recourse to the employee, and will
mature in 10 years. On January 12, 1998, the executive officers exercised
132,700 SPP Shares. The 1997 SPP loan does not provide for loan forgiveness.

In 1997, the Company granted the executive officers 396,000 SPP Matching
Options, which expire in 10 years. These options are vested after 9 years. The
vesting may be accelerated if the executive exercises the options to purchase
the SPP Shares and then holds those shares in accordance with the plan over 5
years. The Company also granted 95,100 options to the executive officers in
1997 based upon 1996 performance (Annual Options). Annual Options vest over 5
years and expire after 10 years. The SPP Matching Options and the Annual
Options have an exercise price equal to $25.25 per share, the stock price on the
grant date. Annual options accrue dividends (Dividend Equivalents) based on the
Company's annual dividend less the average dividend yield of the S&P 500 for the
corresponding year. Dividend Equivalents are converted into common stock
immediately and vest over 5 years.

The following table sets forth as of March 1, 1998, the amounts outstanding
under the SPP loan program due from each of the Company's executive officers.

Largest Balance
SPP Loan Balance During Fiscal Year Ended
Executive Officer March 1, 1998 December 31, 1997
- ----------------- ------------- -----------------

Martin E. Stein, Jr. $1,511,180 $651,662
Bruce M. Johnson 943,114 314,767
Robert C. Gillander, Jr. 926,406 294,479
James D. Thompson 903,140 261,896

STOCK OPTIONS. The following table sets forth information concerning the
value of unexercised options as of December 31, 1997 held by the executive
officers named in the Summary Compensation Table above.

AGGREGATED OPTION EXERCISES DURING FISCAL 1997
AND OPTION YEAR-END VALUES TABLE

Number of
Shares Number of Unexercised Value of Unexercised
Acquired Value Options at In-the-Money Options at
Upon Realized December 31, 1997 December 31, 1997
Exercise of Upon Exercisable/ Exercisable/
Name Options Exercise Unexercisable Unexercisable
- ---- ------- -------- ------------- -------------

Martin E. Stein, Jr. 5,556 $149,328 78,044 (E) / $289,933 (E) /
226,700 (U) $552,581 (U)

Bruce M. Johnson 4,198 $112,812 41,502 (E) / $ 91,171 (E) /
109,900 (U) $267,881 (U)

Robert C. Gillander, Jr. 4,198 $112,812 41,502 (E) / $ 89,652 (E) /
109,900 (U) $267,881 (U)

James D. Thompson 3,857 $103,662 39,843 (E) / $ 83,723 (E) /
109,900 (U) $267,881 (U)

The following table sets forth information with respect to option grants to the
executive officers named in the Summary Compensation Table above during 1997 and
the potential realizable value of such option grants. See Stock Purchase Plan
for discussion of stock options granted during 1997.

OPTION GRANTS DURING FISCAL 1997

% of Total
Number of Options Exercise Hypothetical
Options Granted Price Expiration Value at
Executive Officer Granted during 1997 ($/share) Date Grant Date
- ----------------- ------- ----------- --------- ---- ----------

Martin E. Stein, Jr. 270,300 21.6% $25.25 1-13-2007 $842,610
Bruce M. Johnson 139,600 11.2% $25.25 1-13-2007 435,814
Robert L. Gillander, Jr. 139,600 11.2% $25.25 1-13-2007 435,814
James D. Thompson 139,600 11.2% $25.25 1-13-2007 435,814

(1) The estimated present value at grant date of options granted during 1997 has
been calculated using the Black-Scholes option pricing model, based upon the
following assumptions: estimated time until exercise of 5.7 years; a risk-
free interest rate of 6.3%; a volatility rate of 21%; and a dividend yield
of 6.3%. The approach used in developing the assumptions upon which the
Black-Scholes valuation was calculated is consistent with the requirements
of Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation." The actual value of the options may be
significantly different, and the value actually realized, if any, will
depend upon the excess of the market value of the Common Stock over the
option exercise price at the time of exercise.

COMPENSATION OF DIRECTORS. In 1997, the Company paid an annual fee of $17,000
to each of its non-employee Directors, plus $2,500 per year for service on a
Board committee ($3,000 per year for chairing a committee). Directors' fees are
currently paid in shares of Common Stock, unless the Director elects to receive
all or any portion of the fees in cash. Non-employee Directors also receive
non-qualified options to purchase 1,000 shares of Common Stock at the end of
each year and may elect to participate in a stock purchase matching program that
provides for a stock value match equal to 50% of the stock purchased by the
Director, limited to $10,000 per year. The options vest one year after grant
and have a term of ten years and an exercise price equal to the greater of the
fair market value of the Common Stock on the date of grant or the average
trading price of the Common Stock on the 20 business days preceding the date of
grant.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

During the year ended December 31, 1997, Martin E. Stein, Chairman and Chief
Executive Officer of the Company, served on the board of Directors of FRP
Properties, Inc. Edward L. Baker, Chairman of the Board of FRP Properties, Inc.
is a member of the Company's Compensation Committee.

CERTAIN TRANSACTIONS

The Audit Committee of the Board of Directors is responsible for evaluating
the appropriateness of all related-party transactions.

COMPANY OPTION ON TRG PROPERTIES. TRG and Joan W. Stein, Martin E. Stein, Jr.
and Richard W. Stein (who are Directors of the Company, and together with Robert
L. Stein, the "Steins") have retained interests in properties that were
determined not to be appropriate for ownership by the Company initially because
their transfer is restricted or because they lack cash flow or are of a type

presently inconsistent with the Company's investment objectives. Upon
consummation of the Company's initial public offering in 1993, TRG granted
options to the Company for all of the properties (the "Option Properties") that
TRG has the right to option and that are likely to become suitable for Company
investment, e.g., land that can be developed into shopping centers. At January
1, 1998, all options on the Option Properties expired except for a 19-story
downtown office building in Fort Lauderdale, Florida ("BBP"), as to which the
Company has been granted a right of first refusal. The expired Option
Properties consisted of land in Florida that did not meet the Company's
investment objectives.

MANAGEMENT SERVICES FOR TRG AND ITS AFFILIATES. The Company, through its
affiliate Regency Realty Group, Inc. (the "Management Company"), provides
management and leasing services for BBP, and also will receive brokerage fees
for arranging the sale of any of the Option Properties, and development fees for
providing development services for the Option Properties that consist of land
held for sale. These arrangements are intended to give the Company the economic
benefit from the management, leasing, brokerage and development activities with
respect to such properties. All of such services are provided on terms and
conditions no less favorable to the Management Company than the terms and
conditions on which the Management Company provides similar services to third
parties. The Audit Committee of the Board of Directors is required to review
annually the terms and conditions on which such services are provided. During
the year ended December 31, 1997, TRG paid the Management Company an aggregate
of $419,982 for such services.

COST SHARING ARRANGEMENT WITH MANAGEMENT COMPANY. The Company manages, leases
and develops its own properties under employee and cost sharing arrangements
with the Management Company. TRG owns 93% of the voting common stock of the
Management Company, and the Company, directly and through its investment in
Regency Centers, L.P., owns 100% of the Management Company's non-voting
preferred stock and 7% of its voting common stock. The cost sharing
arrangements are based on allocations of management time and general overhead
made on an arm's-length basis and in compliance with applicable regulations of
the Internal Revenue Service. All such cost sharing arrangements must be
reviewed annually by the Audit Committee of the Board of Directors, and any
changes in such arrangements must be approved by a majority of the Company's
independent Directors. Under generally accepted accounting principles, all
items of income and expense of the Management Company are consolidated with the
Company and included in the Company's financial statements, net of inter-company
transactions.

LIMITED PARTNERSHIP AGREEMENT WITH WLD ENTERPRISES, INC. The Company, through
its former subsidiary RRC JV One, Inc., is a party to a limited partnership with
WLD Realty, Ltd. known as Regency Ocean East Partnership, Ltd. in which Regency
Centers, L.P., a limited partnership controlled by the Company, as general
partner, owns a twenty-five percent (25%) interest and WLD Realty, Ltd., as
limited partner, owns a seventy-five percent (75%) interest. Douglas S. Luke, a
Director of the Company, is President and Chief Executive Officer of WLD
Enterprises, Inc. ("WLD"), an affiliate of WLD Realty, Ltd., and also owns a
3.85% interest in WLD Realty, Ltd. The purpose of the partnership is to operate
Ocean East, a Florida shopping center. Each partner has contributed their pro
rata share of capital to the partnership. Future distributions from the
operations of the shopping center will be made pro rata until each partner has
achieved a cumulative internal rate of return of 12%, then distributions will be
50% to each partner. In the event of sale or refinancing, distributions to each
partner after return of capital will be pro rata and after an IRR of 18% will be
50% to each partner. In the opinion of the Board of Directors, the terms of the

partnership agreement are at least as favorable as those that could be obtained
from entering into a partnership with an unrelated party.

CONSULTING SERVICES FROM SC-USREALTY AFFILIATE. SC-USREALTY Investment
Research, Inc.("SCII"), an affiliate of SC-USREALTY, provides consulting
services from time to time on an as-needed basis to the various entities in
which SC-USREALTY has invested. During the year ended December 31, 1997, the
Company paid consulting fees of $95,000 to SCII related to due diligence
assistance in connection with its acquisition of assets from Branch.

OTHER. Richard W. Stein, a Director and the son and brother, respectively, of
Joan W. Stein, a Director, and Martin E. Stein, Jr., the Company's Chairman and
a Director, is President and Chief Executive Officer, and a Director of Palmer &
Cay/Carswell, Inc., an independent insurance agency. During the year ended
December 31, 1997, the Company obtained insurance through Palmer & Cay/Carswell
for which Palmer & Cay/Carswell received commissions in the aggregate amount of
approximately $114,000.

PROPOSAL 2: TO AMEND ARTICLES OF INCORPORATION
TO FACILITATE CONTINUED QUALIFICATION AS A
DOMESTICALLY CONTROLLED REIT

The Company's Board of Directors has approved and recommends approval by
shareholders of an amendment to Section 5.14 of the Company's Amended and
Restated Articles of Incorporation (the "Charter") to facilitate the Company's
continued qualification as a domestically controlled REIT for federal income tax
purposes. Set forth below is a summary of the proposed amendment. The full
text of Section 5.14, as proposed to be amended, is attached as Appendix A.

REASONS FOR AND POSSIBLE EFFECTS OF THE AMENDMENT

Background. Security Capital U.S. Realty (together with its wholly owned
subsidiary, Security Capital Holdings S.A., "SC-USREALTY") is a Luxembourg
corporation that presently owns 11,284,439 shares of Common Stock, constituting
approximately 45.4% of the outstanding Common Stock. SC-USREALTY is a research-
driven, growth-oriented real estate operating management company focused on
taking significant strategic investment positions in value-added real estate
operating companies based in the United States. SC-USREALTY's primary capital
deployment objective is to take a pro-active ownership role in businesses that
it believes can potentially generate above average rates of return. Pursuant to
its strategic alliance with the Company, SC-USREALTY has participation rights
that grant it the right to purchase additional equity whenever the Company sells
additional shares of capital stock or options or other rights to acquire capital
stock.

When SC-USREALTY became a major shareholder of the Company in 1996, at SC-
USREALTY's request, the Charter was amended to prevent any Non-U.S. Person other
than SC-USREALTY and its affiliates from acquiring additional shares of the
Company's capital stock if, as a result of such acquisition, the Company would
fail to qualify as a domestically controlled REIT under the Internal Revenue
Code (assuming for this purpose, among other things, that SC-USREALTY and its
affiliates are Non-U.S. Persons and own 45% of the outstanding Common Stock on a
fully diluted basis). A domestically controlled REIT is a REIT more than 50% of
the value of the capital stock of which is held by U.S. Persons. Non-U.S.
Persons who hold more than 5% of a domestically controlled REIT are entitled to
certain tax advantages depending on the foreign jurisdiction in which they are
domiciled.

Current Provision. Under Section 5.14 of the Charter as currently in effect,
if any shareholder purports to transfer shares of the Company's capital stock to
a Non-U.S. Person (other than SC-USREALTY and its affiliates) and the transfer
would result in the Company's failing to qualify as a domestically controlled
REIT (assuming for this purpose, among other things, that SC-USREALTY and its
affiliates are Non-U.S. Persons and own 45% of the outstanding Common Stock on a
fully diluted basis), the purported transfer will be considered null and void,
and the intended transferee will be deemed not to have acquired any rights in
such shares. In addition, if any Non-U.S. Person (other than SC-USREALTY and
its affiliates) acquires shares of the Company's capital stock in violation of
the foregoing provision, such person will be deemed to hold the shares that
exceed the 50% limitation in trust for the Company, will not receive dividends
or distributions with respect to such excess shares and will not be entitled to
vote such excess shares. Such person also will be required, at the Board's
election, either (i) to have the excess shares be redeemed by the Company for a
price equal to the lesser of the amount paid for the shares or the average

closing price for the 10 trading days before the sale, or (ii) to sell the
excess shares at the direction of the Company, with any proceeds in excess of
the amount paid by the holder of the excess shares and any expenses of the
Company incurred in connection with such sale being paid to the Company.

Proposed Amendment. In order to assist the Company to continue to qualify as
a domestically controlled REIT under the Internal Revenue Code, the proposed
amendment to Section 5.14 of the Charter would void the transfer of shares to
SC-USREALTY as well as to any other Non-U.S. Person to the extent that any such
transfer would result in the fair market value of the capital stock of the
Company owned directly or indirectly by Non-U.S. Persons (including SC-USREALTY
and its affiliates) comprising 50% or more of the fair market value of the
issued and outstanding capital stock of the Company. Consistent with the
existing presumption that SC-USREALTY owns 45% of the Company's Common Stock on
a fully diluted basis, the proposed amendment also would void the transfer of
shares to a Non-U.S. Person if the transfer would result in the fair market
value of the shares of capital stock of the Company owned directly or indirectly
by Non-U.S. Persons (other than SC-USREALTY and its affiliates) comprising five
percent (5%) or more of the fair market value of the issued and outstanding
shares of capital stock of the Company. Under the proposed amendment, SC-
USREALTY will have the ability to waive, alter or revise the applicability of
the transfer restrictions in Section 5.14 to itself as well as to any other
person, in its sole discretion, upon delivery of written notice to the Company's
Board of Directors.

Possible Effects of Proposed Amendment. Qualification as a REIT does not
depend on the extent to which the REIT's capital stock is owned by U.S. Persons.
However, loss of status as a domestically controlled REIT would adversely affect
SC-USREALTY. The Company is not aware of any other Non-U.S. Person who would be
affected in any way by the amendment. The proposed amendment merely applies the
same restrictions to SC-USREALTY that currently apply to all other Non-U.S.
Persons.

With or without the amendment, the acquisition of Common Stock in the future
may not be a suitable investment for Non-U.S. investors other than SC-USREALTY.

REQUIRED VOTE

The affirmative vote of a majority of the total votes cast by shareholders
with respect to the proposed amendment is required for approval thereof. For
this purpose, broker non-votes and abstentions will not be counted.

THE COMPANY'S BOARD OF DIRECTORS VOTED UNANIMOUSLY IN FAVOR OF THE PROPOSED
AMENDMENT TO SECTION 5.14 OF THE CHARTER AND RECOMMENDS THAT SHAREHOLDERS VOTE
IN FAVOR THEREOF. PROXIES WILL BE VOTED IN FAVOR OF THE PROPOSED AMENDMENT
UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors has selected the firm of KPMG Peat Marwick LLP to serve
as the independent certified public accountants for the Company for the current
fiscal year ending December 31, 1998. That firm has served as the auditors for
the Company since 1993. Representatives of KPMG Peat Marwick LLP are expected
to be present at the annual meeting of shareholders and will be accorded the
opportunity to make a statement, if they so desire, and to respond to
appropriate questions.

OTHER MATTERS

The Board of Directors does not know of any other matters to come before the
meeting; however, if any other matters properly come before the meeting, it is
the intention of the persons designated as proxy to vote in accordance with
their best judgment on such matters. If any other matter should come before the
meeting, action on such matter will be approved if the number of votes cast in
favor of the matter exceeds the number opposed.

SHAREHOLDER PROPOSALS

Regulations of the Securities and Exchange Commission require proxy statements
to disclose the date by which shareholder proposals must be received by the
Company in order to be included in the Company's proxy materials for the next
annual meeting. In accordance with these regulations, shareholders are hereby
notified that if they wish a proposal to be included in the Company's proxy
statement and form of proxy relating to the 1999 annual meeting, a written copy
of their proposal must be received at the principal executive offices of the
Company no later than December 16, 1998. To ensure prompt receipt by the
Company, proposals should be sent certified mail return receipt requested.
Proposals must comply with the proxy rules relating to shareholder proposals in
order to be included in the Company's proxy materials.

ANNUAL REPORT

A copy of the Company's Annual Report for the year ended December 31, 1997
accompanies this Proxy Statement. Additional copies may be obtained by writing
to Lesley Stocker, at the Company's principal executive offices, at 121 West
Forsyth Street, Suite 200, Jacksonville, Florida 32202.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. The Company does
not expect to pay any compensation for the solicitation of proxies but may
reimburse brokers and other persons holding stock in their names, or in the
names of nominees, for their expenses for sending proxy material to principals
and obtaining their proxies.

SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, POSTAGE FOR WHICH HAS BEEN PROVIDED.
YOUR PROMPT RESPONSE WILL BE APPRECIATED.

APPENDIX A

This corporation was incorporated on July 8, 1993 effective July 9, 1993 under
the name Regency Realty Corporation. Pursuant to Sections 607.1001, 607.1003,
607.1004 and 607.1006, Florida Business Corporation Act, amendments to Section
5.14 of the Articles of Incorporation, as restated on November 4, 1996, were
approved by the Board of Directors at a meeting held on December 5, 1997 and
adopted by the shareholders of the corporation on May 26, 1998. The only voting
group entitled to vote on the adoption of the amendment to Section 5.14 of the
Articles of Incorporation consists of the holders of the corporation's common
stock. The number of votes cast by such voting group was sufficient for approval
by that voting group. Section 5.14 of the Restated Articles of Incorporation of
the Company is hereby amended in its entirety to read as follows:

"Section 5.14 Certain Transfers to Non-U.S. Persons Void. Any
------------------------------------------
Transfer of shares of Capital Stock of the Corporation to any Person on
or after the effective date of this Amendment shall be void ab initio to
the fullest extent permitted under applicable law and the intended
transferee shall be deemed never to have had an interest therein if the
Transfer:

1. occurs prior to the 15% Termination Date and results
in the fair market value of the shares of Capital Stock of the
Corporation owned directly or indirectly by Non-U.S. Persons
(other than a Special Shareholder who is a Non-U.S. Person)
comprising five percent (5%) or more of the fair market value of
the issued and outstanding shares of Capital Stock of the
Corporation; or

2. results in the fair market value of the shares of
Capital Stock of the Corporation owned directly or indirectly by
Non-U.S. Persons (including Special Shareholders who are Non-
U.S. Persons) comprising fifty percent (50%) or more of the fair
market value of the issued and outstanding shares of Capital
Stock of the Corporation.

If either of the foregoing provisions is determined to be void or
invalid by virtue of any legal decision, statute, rule or regulation,
then the shares held or purported to be held by the transferee shall,
automatically and without the necessity of any action by the Board of
Directors or otherwise:

(i) be prohibited from being voted at any time such securities
result in the fair market value of the shares of Capital Stock of the
Corporation owned directly or indirectly by Non-U.S. Persons (other than
Special Shareholders who are Non-U.S. Persons) or by Non-U.S. Persons
(including Special Shareholders who are Non-U.S. Persons) comprising
five percent (5%) or more or fifty percent (50%) or more, respectively,
of the fair market value of the issued and outstanding shares of Capital
Stock of the Corporation;

(ii) not be entitled to dividends with respect thereto;

(iii) be considered held in trust by the transferee for the
benefit of the Corporation and shall be subject to the provisions of

Section 5.3(c) as if such shares of Capital Stock were the subject of a
Transfer that violates Section 5.2; and

(iv) not be considered outstanding for the purpose of
determining a quorum at any meeting of shareholders.

The Special Shareholders may, in their sole discretion, with prior
notice to the Board of Directors, waive, alter or revise in writing all
or any portion of the Transfer restrictions set forth in this Section
5.14 from and after the date on which such notice is given, on such
terms and conditions as they in their sole discretion determine."

IN WITNESS WHEREOF, the undersigned Chairman of this corporation has executed
these Articles of Amendment this day of , 1998.
---- --------------------

--------------------------------------
Martin E. Stein, Jr., Chairman and CEO

REGENCY REALTY CORPORATION
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 26, 1998

The undersigned, having received the Notice of Annual Meeting of Shareholders
and Proxy Statement, appoints Martin E. Stein, Jr. and Bruce M. Johnson, and
each or either of them, as proxies, with full power of substitution and
resubstitution, to represent the undersigned and to vote all shares of Common
Stock of Regency Realty Corporation which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Company to be held on May 26, 1998,
and any and all adjournments thereof, in the manner specified.

1. Election of Directors nominated by the Board of Directors--Class I: Lee S.
Wielansky; Class II: Martin E. Stein, Jr., Raymond L. Bank, A.R. Carpenter
and J. Dix Druce, Jr.; Class III: Jonathan L. Smith.

[ ] FOR all nominees [ ] WITHHOLD INSTRUCTION: TO WITHHOLD AUTHORITY TO
listed (except as AUTHORITY VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
marked to the to vote for THAT NOMINEE'S NAME ON THE SPACE
contrary to all nominees. PROVIDED BELOW.)
the right).
---------------------------------------

2. Amendment to Section 5.14 of Articles of Incorporation to make applicable
to the Company's major beneficial shareholder, Security Capital U.S.
Realty, the same transfer restrictions which currently apply to all other
Non-U.S. Persons.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued and to be SIGNED and dated on the reverse side.)

(Continued from reverse side)
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED,
WILL BE VOTED "FOR" EACH PROPOSAL.

Should any other matters requiring a
vote of the shareholders arise, the
above named proxies are authorized to
vote the same in accordance with their
best judgment in the interest of the
Company. The Board of Directors is not
aware of any matter which is to be
presented for action at the meeting
other than the matters set forth herein.

DATED: , 1998
-----------------------

(SEAL)
-----------------------------

(SEAL)
-----------------------------
(Please sign exactly as name or names
appear hereon. Executors,
administrators, trustees or other
representatives should so indicate when
signing.)