SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Information Statement
REGENCY REALTY CORPORATION
--------------------------
(Name of Registrant as Specified in Its Charter)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously by written preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
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fee was paid previously. Identify the previous filing by registration
statement number, or the Form of Schedule and the date of its filing.
(1) Amount Previously Paid: $0
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[Regency Logo]
Regency Realty Corporation
Dear Shareholder,
After a year of analysis, Regency has finalized a plan to enhance Regency's
existing brand and position as the leading national operator and developer of
grocery-anchored neighborhood centers. Regency will begin rolling out its plan
this month with the introduction of a new name and a new logo (see below).
[OBJECT OMITTED]
We are changing our legal name to Regency Centers Corporation to more
appropriately acknowledge the strength of Regency's brand in today's shopping
center industry as the leading national owner and developer of grocery-anchored
neighborhood centers. The name provides a strong foundation for building a
common understanding of and a common voice for Regency, aligning our business
objectives with audience perceptions.
In the coming months, you can expect to see more of the new name and logo as
Regency reinforces our new brand identity in the marketplace. The name change
will have no impact on existing property names and, therefore, will not include
expensive property pylon sign replacements, but will include, as an example, the
placement of effective and inexpensive property welcome and thank you signs with
our new brand identity. In fact, the total remaining cost of this initiative is
less than $1 million.
A legal name change requires an amendment to our articles of incorporation,
which requires a majority approval by our shareholders. Based upon the
recommendation of our board of directors and management, our majority
shareholder, Security Capital U.S. Realty, consented to our name change. Because
the name change has been approved by our majority shareholder, you are not
required to take any action and this is being sent to you for information
purposes. Our stock symbol REG will not change.
We look forward to an exciting New Year for Regency Centers. Although the
company's name is changing, our principal objective remains the same: to
continue to create shareholder value through increasing returns on invested
capital and solid funds from operations per share growth.
With regards,
/s/ Martin E. Stein, Jr.
Martin E. Stein, Jr.
Chairman and CEO
121 West Forsyth Street * Suite 200 * Jacksonville, Florida 32202 *
Telephone 904-356-7000 * Fax 904-634-3428
www.RegencyRealty.com
REGENCY REALTY CORPORATION
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
________________________________
INFORMATION STATEMENT
________________________________
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND A PROXY
OUR PROPOSED NAME CHANGE
Regency Realty Corporation is pleased to announce that we intend to
change our name from Regency Realty Corporation to Regency Centers Corporation.
We are sending this information statement on or about January 23, 2001
to all common shareholders of record as of January 2, 2001. Because the name
change has been approved by our majority shareholder, you are not required to
take any action.
AMENDMENT TO ARTICLES TO CHANGE NAME
An amendment to our articles of incorporation is required to change our
name. Based upon the recommendation of our board of directors and management,
our majority shareholder, Security Capital U.S. Realty, consented to our name
change by written consent without a meeting on January 15, 2001. On January 2,
2001, the record date for this consent, we had outstanding and entitled to vote
56,898,171 shares of common stock and 1,487,507 shares of Series 2 Cumulative
Convertible Redeemable Preferred Stock. The Series 2 Preferred Stock votes
together with the common stock as a single class. Security Capital owned
34,273,236, or 58.7%, of the 58,385,678 shares entitled to vote as of the record
date.
We will accomplish the name change by filing an amendment to our
articles of incorporation with the Florida Secretary of State on or after
February 12, 2001. The text of the amendment is attached as Exhibit A.
We reserve the right, without further action by our shareholders, not
to proceed with the name change if our board of directors determines that the
name change is not in the best interest of Regency or its shareholders before
filing the amendment with the Florida Secretary of State.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows certain information relating to the
beneficial ownership as of January 2, 2001 of (i) each person known to us to be
the beneficial owner of more than 5% of our voting stock, (ii) each director,
(iii) each of the CEO and other four most highly compensated executive officers,
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.
Amount and Nature of Shares Beneficially Owned(1)
Number of Percent of
Title of Shares Right to Restricted Percent Outstanding
Name Class Owned(2) Acquire(3) Stock(4) of Class Voting Shares
---- ----- -------- ---------- ---------- -------- -------------
Security Capital U.S.
Realty(5) Common 34,273,236(5) - - 60.2% 58.7%
Martin E. Stein, Jr. Common 734,439(6) 339,530 - 1.9% 1.8%
Mary Lou Fiala Common 5,701 68,491 20,225 * *
Thomas B. Allin Common 3,492 1,250 - * *
Raymond L. Bank Common 6,819 5,250 - * *
A. R. Carpenter Common 13,810 8,250 - * *
J. Dix Druce Common 30,227 8,250 - * *
John T. Kelley, III Common 40,170 3,793 - * *
Douglas S. Luke Common 17,262 7,294 - * *
John C. Schweitzer Common 2,500 3,170 - * *
Terry N. Worrell Common 372,528 3,793 - * *
Bruce M. Johnson Common 81,865 133,504 9,092 * *
All directors and Common 1,308,813 582,575 29,317 3.4% 3.3%
executive officers as a
group (a total of 11
persons)
- ------------------------
*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 under Section 13 of the
Securities Exchange Act of 1934.
(2) Excludes shares that:
o are restricted stock holdings,
o may be acquired through stock option exercises, or
o may be acquired upon conversion of limited partnership
interests in Regency Centers, L.P.
(3) Shares that can be acquired:
o through stock option exercises through March 3, 2001, or
o through conversion of limited partnership interest in Regency
Centers, L.P.
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(4) Shares subject to a vesting schedule, forfeiture risk and other
restrictions.
(5) Includes the following shares which are held by wholly-owned sub-
sidiaries of Security Capital Holdings, S.A., a wholly-owned subsidiary
of Security Capital U.S. Realty:
2,037,600 shares held by Arden Square Holdings Sarl
2,037,600 shares held by Blossom Valley Holdings Sarl
2,037,600 shares held by Cooper Street Plaza Holdings Sarl
2,037,600 shares held by Dallas Holdings Sarl
2,037,600 shares held by El Camino Holdings Sarl
2,033,828 shares held by Friars Mission Holdings Sarl
The business address of SC-US Realty and each of the listed Security
Capital subsidiaries is 25b boulevard Royal, Luxembourg L-2449.
(6) Includes the following shares over which Mr. Stein is deemed to have
shared voting and investment power:
o 160,263 shares held by The Regency Group (Nevada) Limited
Partnership, the sole general partner of which is a
wholly-owned subsidiary of The Regency Group, Inc. All of the
outstanding stock of The Regency Group, Inc. is owned by The
Regency Square II (Nevada) Limited Partnership, the sole
general partner of which is a corporation in which all of the
outstanding stock is owned by Mr. Stein and members of his
family.
o 307,147 shares held by The Regency Group II. Mr. Stein is a
general partner of The Regency Group II and a trustee of a
trust which is also a general partner.
o 108,235 shares held by Regency Square II. Mr. Stein is a
general partner of Regency Square II and a trustee of a trust
which is also a general partner.
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EXHIBIT A
REGENCY REALTY CORPORATION
AMENDMENT TO ARTICLES OF INCORPORATION
(Changing Name to Regency Centers Corporation)
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, an amendment
to Section 1.1 of the Articles of Incorporation, as restated on November 4,
1996, was approved by the Board of Directors at a meeting held on November 1,
2000 and adopted by the written consent dated January 15, 2001 of shareholders
owning a majority of the corporation's outstanding voting stock. The only voting
group entitled to vote on the adoption of the amendment consists of the holders
of the corporation's common stock and Series 2 Preferred Stock, voting together
as a single class. The number of votes cast by such voting group was sufficient
for approval by that voting group. Section 1.1 of the Restated Articles of
Incorporation of the Company is hereby amended in its entirety to read as
follows:
"Section 1.1 Name. The name of the corporation is Regency
Centers Corporation (the "Corporation")."
IN WITNESS WHEREOF, the undersigned President of this corporation has
executed these Articles of Amendment this ____ day of February, 2001.
_________________________________________
Mary Lou Fiala, President and Chief
Operating Officer