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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) February 28, 1999
REGENCY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Florida 1-12298 59-3191743
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
(Address of principal executive offices)(Zip Code)
Registrant's telephone number including area code: (904)-356-7000
Not Applicable
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OF ASSETS
Regency Realty completed its merger with Pacific Retail Trust, a Dallas-based
private real estate company that is a leading neighborhood shopping center
company in the western United States. The merger was approved Friday, February
26, 1999 by shareholders of both companies at special shareholder meetings and
was effective February 28, 1999.
Of the 25.5 million Regency shares authorized to vote, 84.1% was represented at
the special shareholder meeting either in person or by proxy. Of the shares
represented, 98.6% voted in favor of the merger. Of the 67.2 million Pacific
Retail shares authorized to vote, 97.0% was represented at the special
shareholder meeting either in person or by proxy. Of the shares represented,
97.3% voted in favor of the merger.
The merged company will operate under the Regency name and will continue to
trade on the New York Stock Exchange under the ticker symbol "REG". With the
completion of the merger, the company owns 200 retail properties totaling more
than 23 million square feet located in high-growth markets throughout the United
States.
Information concerning the merger, including the assets acquired and the merger
consideration, has been previously reported in Regency's definitive Proxy
Statement and Prospectus dated January 28, 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
A. The financial statements of Pacific Retail Trust and the pro forma financial
statements of Regency Realty Corporation were filed as a part of Regency Realty
Corporation's definitive Proxy Statement and Prospectus dated January 28, 1999
and are incorporated by reference. The following Index to Financial Statements
represents a complete list and location of the financial statements included in
the Proxy filing.
REGENCY REALTY CORPORATION:
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1998 FS-3
Notes to Pro Forma Condensed Consolidated Balance Sheet FS-4
Pro Forma Condensed Consolidated Statements of Operations
for the nine months ended September 30, 1998 FS-5
Pro Forma Condensed Consolidated Statements of Operations for
the year ended December 31, 1997 FS-6
Notes to Pro Forma Consolidated Statements of Operations FS-7
PACIFIC RETAIL TRUST:
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1998 FS-9
Pro Forma Condensed Consolidated Statements of
Operations for the nine months ended September 30, 1998 FS-10
Pro Forma Condensed Consolidated Statements of Operations
for the year ended December 31, 1997 FS-11
Notes to Pro Forma Condensed Consolidated Statements of Operations FS-12
PACIFIC RETAIL TRUST:
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants FS-15
Consolidated Balance Sheets as of December 31, 1997 and 1996 FS-16
Consolidated Statements of Operations for the years ended
December 31, 1997 and 1996 FS-17
Consolidated Statements of Changes in Shareholders' Equity for
the years ended December 31, 1997 and 1996 FS-18
Consolidated Statements of Cash Flows for the years ended
December 31, 1997 and 1996 FS-19
Notes to Consolidated Financial Statements FS-20
Report of Independent Accountants FS-32
Balance Sheet as of December 31, 1995 FS-33
Statement of Operations for the period from April 27, 1995
(Inception) to December 31, 1995 FS-34
Statement of Shareholders' Equity for the period from April 27, 1995
(Inception) to December 31, 1995 FS-35
Statement of Cash Flows for the period from April 27, 1995
(Inception) to December 31, 1995 FS-36
Notes to Financial Statements FS-37
Consolidated Balance Sheet as of September 30, 1998 (Unaudited) FS-45
Consolidated Statements of Operations for the nine months ended
September 30, 1998 and 1997 (Unaudited) FS-46
Consolidated Statement of Changes in Shareholders' Equity for the
nine months ended September 30, 1998 (Unaudited) FS-47
Consolidated Statements of Cash Flows for the nine months ended
September 30, 1998 and 1997 (Unaudited) FS-48
Notes to Consolidated Financial Statements FS-49
Schedule III - Real Estate and Accumulated Depreciation as of
December 31, 1997 S-1
C. Exhibits:
2. Agreement and Plan of Merger between Regency Realty
Corporation and Pacific Retail Trust dated as of September 23,
1998 (incorporated by reference from Annex A to Regency Realty
Corporation's definitive Proxy Statement and Prospectus dated
January 28, 1999).
Exhibits to the Agreement and Plan of Merger are incorporated
by reference to Annexes D, E and F to the above-referenced
Proxy Statement and Prospectus. The following schedules have
been omitted (the Registrant agrees to furnish copies
supplementally to the Securities and Exchange Commission upon
request):
Regency Realty Corporation ("East") Disclosure Schedules:
3.2(a) and (b)
(i) Commitments to Issue Securities of East or
East Operating Partnership
(ii) East Voting Agreement
(iii) East Redemption Obligations
(iv) East Registration Rights Agreements
3.2(c) Stock Ownership of East Subsidiaries 3.2(d) Commitments
to Issue Securities of East Subsidiaries 3.3(b) East Required
Consents 3.5 East Material Adverse Changes 3.7 East Tax
Matters 3.9 East Litigation 3.11 East Properties 3.26
Knowledge 5.1(d) East Acquisitions, Dispositions, or
Financings 7.1(i) Mandatory Required Consents
Pacific Retail Trust ("West") Disclosure Schedule
23. Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
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 REALTY CORPORATION
(registrant)
March 5, 1999 By:/s/ J.Christian Leavitt
-----------------------------------
J. Christian Leavitt
Senior Vice President
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Current Report on
Form 8-K of Regency Realty Corporation of our reports dated January 23, 1998 and
dated February 9, 1996 included in the Regency Realty Corporation registration
statement on Form S-4 (No. 333-65491) dated January 21, 1999 relating to the
financial statements of Pacific Retail Trust for the years ended December 31,
1997 and 1996 and for the period from April 27, 1995 (Inception) to December 31,
1995 listed in the accompanying index. We also consent to the application of our
report dated January 23, 1998 to the Financial Statement Schedule for the year
ended December 31, 1997 listed in the accompanying index when such schedule is
read in conjunction with the financial statements referred to in our report. The
audits referred to in such report also included this schedule.
PricewaterhouseCoopers LLP
Dallas, Texas
January 21, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-86886), Form
S-3 (No. 333-930), Form S-3 (No. 333-37911), Form S-3 (No. 333-52089) and Form
S-8 (No. 333-24971) of Regency Realty Corporation and Form S-4 (No. 333-63723)
and Form S-3 (No. 333-72899) of Regency Centers, L.P. of our reports dated
January 23, 1998 relating to the financial statements of Pacific Retail Trust
for the years ended December 31, 1997 and 1996 and dated February 9, 1996
relating to the financial statements of Pacific Retail Trust for the period from
April 27, 1995 (Inception) to December 31, 1995 which are incorporated by
reference in the Current Report on Form 8-K of Regency Realty Corporation dated
February 28, 1999.
PricewaterhouseCoopers LLP
Dallas, Texas
March 5, 1999