SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
REGENCY CENTERS CORPORATION
(Name of Registrant as Specified in Its Charter)
------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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_______________________________________________________________________
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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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.
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REGENCY CENTERS CORPORATION
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NOTICE AND PROXY STATEMENT
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 2002
TO THE HOLDERS OF COMMON STOCK:
PLEASE TAKE NOTICE that the annual meeting of shareholders of Regency
Centers Corporation will be held on Tuesday, May 7, 2002, at 9:00 A.M., Eastern
time, in the Omni Ballroom, Omni Hotel, 245 Water Street, Jacksonville, Florida.
The meeting will be held for the following purposes:
1. To elect three Class III Directors to serve terms expiring at
the annual meeting of shareholders to be held in 2005 and
until their successors have been elected and qualified.
2. 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 March 22, 2002
will be entitled to vote at the annual meeting.
We hope 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. You may also vote via the Internet, or by telephone, as
instructed on the enclosed proxy. If you are able to attend the meeting, you may
revoke your proxy and vote in person.
By Order of the Board of Directors,
J. Christian Leavitt
Senior Vice President, Secretary
and Treasurer
Dated: April 4, 2002
TABLE OF CONTENTS
Page
VOTING SECURITIES.............................................................2
Standstill...........................................................4
PROPOSAL 1: ELECTION OF DIRECTORS............................................5
Section 16(a) Beneficial Ownership Reporting Compliance..............8
Board of Directors and Standing Committees...........................8
AUDIT COMMITTEE REPORT.......................................................10
Compensation Committee Report on Executive Compensation.....................11
COMPARATIVE STOCK PERFORMANCE................................................15
EXECUTIVE COMPENSATION.......................................................16
CERTAIN TRANSACTIONS.........................................................19
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.....................................20
OTHER MATTERS................................................................20
SHAREHOLDER PROPOSALS........................................................20
ANNUAL REPORT................................................................21
EXPENSES OF SOLICITATION.....................................................21
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Regency Centers Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
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PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 7, 2002
This proxy statement and the enclosed form of proxy are first being
sent to shareholders of Regency Centers Corporation on or about April 4, 2002 in
connection with the solicitation by Regency's board of directors of proxies to
be used at Regency's 2002 annual meeting of shareholders. The meeting will be
held on Tuesday, May 7, 2002, at 9:00 A.M., Eastern time, in the Omni Ballroom
of the Omni Hotel, 245 Water Street, Jacksonville, Florida.
The board of directors has designated Martin E. Stein, Jr., Mary Lou
Fiala and Bruce M. Johnson, and each or any of them, as proxies to vote the
shares of common stock solicited on its behalf. If you sign and return the
enclosed form of proxy, you may nevertheless revoke it at any time insofar as it
has not been exercised by (1) giving written notice to Regency's Secretary, (2)
delivering a later dated proxy, or (3) attending the meeting and voting in
person. The shares represented by your 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 you have access to the Internet you may vote your proxy
electronically at the address on your proxy card. Please carefully follow the
directions on your proxy card.
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 the
proxies would have been voted at the original convening of the meeting (except
for any proxies that have effectively been revoked or withdrawn).
VOTING ELECTRONICALLY OR BY TELEPHONE
If your shares are registered in your own name (instead of through a
broker or other nominee), you can vote your shares on the Internet by following
the instructions at the Internet voting website at www.proxyvotenow.com.
Shareholders voting via the Internet should understand that they may be required
to bear costs associated with electronic access, such as usage charges from
their Internet access providers and telephone companies.
If your shares are held in an account at a brokerage firm or bank
participating in a "street name" program, you may already have been offered the
opportunity to elect to vote using the Internet. A number of brokerage firms and
banks are participating in a program for shares held in "street name" that
offers Internet voting options.
To vote by telephone, you should dial (toll-free) 1-888-216-1308; you
will then be prompted to enter the control number printed on your proxy card and
to follow subsequent instructions.
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The giving of a proxy via the Internet or by telephone will not affect
your right to vote in person should you decide to attend the annual meeting or
to change your vote electronically or by telephone.
Regency reserves the right to cancel the electronic voting or telephone
voting program at any time.
VOTING SECURITIES
The record of shareholders entitled to vote was taken at the close of
business on March 22, 2002. At such date, Regency had outstanding and entitled
to vote 58,109,679 shares of common stock, $.01 par value, and 1,487,507 shares
of Series 2 cumulative convertible redeemable preferred stock, $.01 par value.
The Series 2 preferred stock votes together with the common stock as a single
class. Each share of voting stock entitles the holder to one vote. Holders of a
majority of the outstanding voting stock must be present in person or
represented by proxy to constitute a quorum at the annual meeting.
The following table shows information relating to the beneficial
ownership as of March 22, 2002 of (1) each person known to Regency to be the
beneficial owner of more than 5% of Regency's voting stock, (2) each director
and nominee, (3) each of the executive officers named in the summary
compensation table elsewhere in this proxy statement, and (4) 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)
Percent of
Number of Outstanding
Title of Shares Right to Restricted Percent Voting
Name Class Owned(2) Acquire(3) Stock(4) of Class Shares
---- ----- ----- ------- ----- -------- ------
Security Capital Group Common 34,273,236(5) - - 59.0% 57.5%
Incorporated(5)
LaSalle Investment Common 5,810,720 - - 10.0% 9.8%
Management, Inc. (6)
Martin E. Stein, Jr. Common 778,839(7) 622,827 69,800 2.5% 2.4%
Mary Lou Fiala Common 45,229 233,590 70,087 * *
Raymond L. Bank Common 7,976 7,750 - * *
C. Ronald Blankenship Common - - -
A. R. Carpenter Common 21,947 6,750 - * *
J. Dix Druce Common 30,227 10,750 - * *
John T. Kelley, III Common 41,924 6,293 - * *
Douglas S. Luke Common 20,670 9,794 - * *
John C. Schweitzer Common 12,500 5,670 - * *
Thomas G. Wattles Common 73 - -
Terry N. Worrell Common 121,400 6,293 - * *
Bruce M. Johnson Common 94,829 233,747 31,042 * *
All directors and Common 1,175,118 1,143,464 170,929 4.2% 4.2%
executive officers as a
group (a total of 12
persons)
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*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 Exchange Act of 1934.
(2) Excludes shares that:
o are restricted stock holdings, or
o may be acquired through stock option exercises.
(3) Shares that can be acquired through stock option exercises through
May 21, 2002.
(4) Shares subject to a vesting schedule, forfeiture risk and other
restrictions.
(5) These shares are owned through SC Realty Incorporated, a wholly owned
subsidiary of Security Capital Group Incorporated. The business address
of Security Capital Group Incorporated is 125 Lincoln Avenue, Santa Fe,
New Mexico 87501. Under the terms of a Merger Agreement dated December
14, 2001, Security Capital has agreed to become an indirect wholly owned
subsidiary of General Electric Capital Corporation. Pending completion
of the merger, Security Capital has agreed not to sell or dispose of the
shares of Regency common stock beneficially owned by it.
(6) Includes the following shares which are held by LaSalle Investment
Management, Inc. ("LaSalle") and LaSalle Investment Management
(Securities), L.P. ("LIMS"). LIMS is a Maryland limited partnership,
the limited partner of which is LaSalle and the general partner of which
is LaSalle Investment Management (Securities), Inc., a Maryland
corporation, LaSalle's wholly-owned subsidiary:
367,784 shares held by LaSalle
5,442,936 shares held by LIMS
The business address of LaSalle and LIMS is 200 East Randolph Drive,
Chicago, Illinois 60601.
(7) 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 Group 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 that 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
that is also a general partner.
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Standstill
Security Capital has agreed to a "standstill" ending January 10, 2003
(renewable for additional one-year terms) in its Stockholders Agreement with
Regency, 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 Security Capital's standstill, Security Capital
may not, among other things,
o acquire more than 60% of Regency's outstanding common stock on
a fully diluted basis;
o transfer shares in a negotiated transaction that would result
in any transferee beneficially owning more than 9.8% of
Regency's capital stock unless Regency approves the transfer,
in its sole discretion;
o act in concert with any third parties as part of a 13D group;
or
o seek to change the composition or size of the board of
directors, except as provided in the Stockholders Agreement
with respect to Security Capital's representation on the
board.
During the standstill term, Security Capital is generally required to
vote its shares of common stock in accordance with the recommendation of
Regency's board of directors or proportionally in accordance with the vote of
the other holders of the common stock except (1) with respect to the election of
Security Capital's nominees to Regency's board (as to which Security Capital can
vote its shares in its sole discretion); (2) with respect to any amendment to
Regency's articles of incorporation or bylaws that would reasonably be expected
to materially adversely affect Security Capital; and (3) certain extraordinary
matters (as to which Security Capital may vote common stock owned by it, not to
exceed 49% of the outstanding shares, in its sole discretion).
Security Capital's standstill requires it to vote at the annual meeting
for the board of directors' nominees (other than Security Capital's
representatives) or vote proportionally for such nominees in accordance with the
vote of the other shareholders.
Security Capital'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 Regency's outstanding voting securities and defaults by Regency under the
Stockholders Agreement.
The standstill will renew automatically for additional one-year terms
unless Security Capital delivers notice of non-renewal to Regency at least 270
days before the end of the term. If Security Capital delivers notice of
non-renewal by April 15, 2002, the standstill will end on January 10, 2003.
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General Electric Capital Corporation has entered into a merger
agreement with Security Capital providing for Security Capital to become a
wholly-owned subsidiary of General Electric. The merger is expected to close
during the second quarter of 2002. Security Capital has stated in filings with
the Securities and Exchange Commission that it will remain the beneficial owner
of the shares of Regency common stock before and after the merger and that these
shares will remain subject to the standstill. However, General Electric may also
be deemed the indirect beneficial owner of those shares after the merger,
resulting in an indirect change of control of Regency as a result of the merger.
PROPOSAL 1: ELECTION OF DIRECTORS
Regency's Restated Articles of Incorporation divide the board of
directors into three classes, as nearly equal as possible. At the meeting, three
Class III Directors will be elected to serve for a three-year term. All
directors will serve until their successors are elected and qualified. The board
of directors has nominated John T. Kelley, III, John C. Schweitzer, and Thomas
G. Wattles to stand for reelection as Class III Directors. All nominees are
presently directors. Mr. Kelley and Mr. Schweitzer were elected at the 1999
annual meeting of shareholders. Mr. Wattles was elected to the board in January
2001 to fill a vacant board seat and re-elected at the 2001 annual meeting of
shareholders. 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.
Under the terms of a Stockholders Agreement between Regency and
Security Capital, Security Capital has the right to nominate for election by
shareholders its proportionate share of the members of the board (generally not
fewer than two, but no more than 49% of the directors). Mr. Blankenship and Mr.
Wattles have been designated by Security Capital as its representatives to
Regency's board of directors. Security Capital currently has the right to
designate three more members to the board of directors, but has chosen not to do
so. In connection with the Company's acquisition of assets from Branch
Properties, L.P. in March 1997, Opportunity Capital Partners II Limited
Partnership, a Maryland limited partnership, acquired shares of common stock in
exchange for its interest in Branch. OCP had the right to nominate one member of
the board so long as it retained the shares of common stock received in
connection with the Branch transaction. On liquidation of OCP, a majority of its
Regency stock was distributed to the Oregon Public Employees Retirement Fund.
With Regency's consent, OPERF succeeded to OCP's right to nominate one board
member. Mr. Raymond Bank has been designated by OPERF as its representative to
Regency's board of directors.
The board of directors of Regency 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.
Information concerning all incumbent directors and all nominees for
director, based on data furnished by them, is set forth below.
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MARTIN E. STEIN, JR.
Director since 1993; Class II term expiring 2004
Mr. Stein, age 49, is Chairman of the Board and Chief Executive Officer
of Regency. He served as President of Regency from its initial public offering
in October 1993 until December 31, 1998. Mr. Stein also served as President of
Regency's predecessor real estate division since 1981, and Vice President from
1976 to 1981. He is a director of Florida Rock Industries, Inc., a publicly held
producer of construction aggregates, Patriot Transportation Holding, Inc., a
publicly held transportation and real estate company, and Stein Mart, Inc., a
publicly held upscale discount retailer.
MARY LOU FIALA
Director since 1997; Class I term expiring 2003
Mrs. Fiala, age 50, became President and Chief Operating Officer of
Regency in January 1999. Before joining Regency she was Managing Director -
Security Capital U.S. Realty Strategic Group from March 1997 to January 1999.
Mrs. Fiala was Senior Vice President and Director of Stores, New England -
Macy's East/ Federated Department Stores from 1994 to March 1997. From 1976 to
1994, Mrs. Fiala held various merchandising and store operations positions with
Macy's/Federated Department Stores.
RAYMOND L. BANK
Director since 1997; Class II term expiring 2004
Mr. Bank, age 48, has been President 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. He has
also served as President of Raymond L. Bank Associates, Inc., a consulting firm
serving a diverse clientele in corporate development, retail, and direct
marketing strategies, since 1991. He is a director of OfficeMax, Inc.
C. RONALD BLANKENSHIP
Director since 2001; Class I term expiring 2003.
Mr. Blankenship, age 52, has been Director, Vice Chairman and Chief
Operating Officer of Security Capital since May 1998. He was Managing Director
of Security Capital from 1991 until May 1998. Prior to June 1997, he was the
Chairman of Archstone Communities Trust. Mr. Blankenship is trustee of ProLogis
Trust, director of BelmontCorp, InterPark Holdings Incorporated, Storage USA,
Inc. and Macquarie Capital Partners, LLC. He was Interim Chairman, Chief
Executive Officer and director of Homestead Village Incorporated from May 1999
until November 2001.
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A. R. CARPENTER
Director since 1993; Class II term expiring 2004.
Mr. Carpenter, age 60, was formerly Vice Chairman of CSX Corporation, a
position he held from July 1999 to February 2001. From 1962 until February
2001, he held a variety of positions with CSX, including President and Chief
Executive Officer (from 1992 to July 1999) and Executive Vice President-Sales
and Marketing (from 1989 to 1992) of CSX Transportation, Inc. Mr. Carpenter is
a director of Florida Rock Industries, Inc., Stein Mart, Inc. and Birmingham
Steel Corporation.
J. DIX DRUCE, JR.
Director since 1993; Class II term expiring 2004.
Mr. Druce, age 54, has been President and Chairman of the Board of Life
Service Corp., Inc., a life insurance management company, since 1988, and
President and director of American Merchants Life Insurance Company and its
parent, AML Acquisition Company, from October 1992 until the companies' sale in
2000. He was President and director (Chairman from May 1989 to July 1991) of
National Farmers Union Life Insurance Company from 1987 to 1991, and President
and director of Loyalty Life Insurance Company and NFU Acquisition Company from
1987 to 1991. Mr. Druce is a director of Florida Rock Industries, Inc. and
Chairman of National P.E.T. Scan, Inc.
JOHN T. KELLEY, III
Director since 1999; standing for re-election to Class III term expiring 2005
Mr. Kelley, age 61, was Chairman of Pacific Retail Trust's board of
trustees before its merger into Regency in February 1999. He is an advisory
trustee of ProLogis Trust, a director of Security Capital Group Incorporated
and, formerly, a trustee of Archstone Communities Trust. From 1987 to 1991 he
was Chairman of the Board of Kelley-Harris Company, Inc., a real estate
investment company, and from 1968 to 1987 he was Managing Director of LaSalle
Partners Limited, specializing in corporate real estate services.
DOUGLAS S. LUKE
Director since 1993; Class I term expiring 2003
Mr. Luke, age 60, is President and Chief Executive Officer of HL
Capital, Inc., a personal management and investment company. Mr. Luke was
President and Chief Executive Officer of WLD Enterprises, Inc., a Ft.
Lauderdale, Florida-based diversified private investment and management company
with interests in securities, real estate and operating businesses from 1991 to
1998. From 1987 to 1990 he was Managing Director of Rothschild Inc./Rothschild
Ventures. He is director of MeadWestvaco Corporation, a diversified paper and
chemicals manufacturing company.
JOHN C. SCHWEITZER
Director since 1999; standing for re-election to Class III term expiring 2005
Mr. Schweitzer, age 57, was a member of Pacific Retail Trust's board of
trustees before its merger into Regency in February 1999. He is President of
Westgate Corporation and
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Managing Partner of Campbell Capital, Ltd., which holds investments in real
estate and venture capital operations. Mr. Schweitzer is a trustee of Archstone
Communities Trust, and a director of J.P. Morgan Chase Bank of Texas-Austin and
KLRU Austin Public Television. He previously served as a director or officer of
a number of public companies and financial institutions, including Franklin
Federal Bancorp, Elgin Clock Company, El Paso Electric Company, MBank El Paso,
the Circle K Corporation, Homestead Village Incorporated and Enerserv Products.
THOMAS G. WATTLES
Director since 2001; standing for re-election to Class III term expiring 2005.
Mr. Wattles, age 50, has been Managing Director of Security Capital
since 1991 and a trustee of ProLogis Trust since 1993. He was a director of
ProLogis' predecessor from its formation in 1991, and was Non-Executive Chairman
of ProLogis from March 1997 to May 1998. Mr. Wattles was Co-Chairman and Chief
Investment Officer of ProLogis and its former REIT Manager from November 1993 to
March 1997, and director of the former REIT Manager from June 1991 to March
1997. Mr. Wattles is director of InterPark Holdings Incorporated and Security
Capital European Realty.
TERRY N. WORRELL
Director since 1999; Class I term expiring 2003
Mr. Worrell, age 57, was a member of Pacific Retail Trust's board of
trustees before its merger into Regency in February 1999. He is a private
investor in commercial properties and other business ventures. From 1974 to 1989
he was President and CEO of Sound Warehouse of Dallas, Inc. prior to its
purchase by Blockbuster Music.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act, a Form 4 reporting
the acquisition or disposition of Regency equity securities by an officer,
director or 10% shareholder must be filed with the Securities and Exchange
Commission no later than the 10th day after the end of the month in which the
transaction occurred unless certain exceptions apply. Transactions not reported
on Form 4 must be reported on Form 5 within 45 days after the end of the
company's fiscal year. To Regency's knowledge, based solely on a review of the
copies of such reports furnished to it and written representations that no other
reports were required, during its 2001 fiscal year all applicable Section 16(a)
filing requirements were complied with by the officers, directors, and greater
than 10% beneficial owners.
Board of Directors and Standing Committees
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The board held four regular meetings during 2001. All directors
attended at least 75% of all meetings of the board and board committees on which
they served during 2001.
The board of directors has established five standing committees: an
executive committee, an audit committee, a compensation committee, a nominating
committee and an investment committee, which are described below. Members of
these committees are elected annually at the regular board meeting held in
conjunction with the annual shareholders' meeting.
Executive Committee. The executive committee presently is composed of
Martin E. Stein, Jr. (Chairman) or Mary Lou Fiala if Mr. Stein is unavailable,
one independent non-Security Capital director, and any one independent director
nominee of Security Capital. The executive committee did not meet during 2001.
The executive committee is authorized by the resolutions establishing the
committee to handle ministerial matters requiring board approval. The executive
committee may not perform 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 composed of J. Dix
Druce, Jr. (Chairman), Raymond L. Bank, and Douglas S. Luke, all of whom are
considered independent under the rules of the New York Stock Exchange. The audit
committee met four times during 2001. The principal responsibilities of and
functions to be performed by the audit committee are established in the audit
committee charter. The audit committee charter was adopted in May 2000 and is
reviewed annually by the audit committee. The responsibilities and functions of
the audit committee include reviewing Regency's internal controls and the
objectivity of its financial reporting, making recommendations regarding
Regency's employment of independent auditors, and reviewing the annual audit
with the auditors.
Nominating Committee. The nominating committee presently is composed
of John C. Schweitzer (Chairman), C. Ronald Blankenship, A. R. Carpenter, John
T. Kelley, III and Martin E. Stein, Jr. The nominating committee, which makes
nominations for election of directors, also has responsibility for accepting
nominations from shareholders. The nominating committee met once during 2001.
Regency's bylaws require that any nominations by shareholders be delivered to
Regency no later than the deadline for submitting shareholder proposals. See
"Shareholder Proposals."
Compensation Committee. The compensation committee presently is
composed of John C. Schweitzer (Chairman), C. Ronald Blankenship and A. R.
Carpenter. The compensation committee held two meetings related to reviewing
2001 annual performance and to review and approve modifications to Regency's
current executive compensation plans. This committee has the responsibility of
approving the compensation arrangements for senior management of Regency,
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 Regency are eligible to participate, as well as makes grants of
employee stock options and other stock awards under Regency's Long-Term Omnibus
Plan.
Investment Committee. The investment committee was formed in 2001 and
presently is composed of Thomas G. Wattles (Chairman), John T. Kelley, III,
Terry N. Worrell and Martin E. Stein, Jr. This committee was formed to review
and approve Regency's capital allocation strategy, to approve investments and
dispositions exceeding certain thresholds and to review Regency's investment and
disposition programs and the performance of in-process developments. The
investment committee met twice during 2001.
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AUDIT COMMITTEE REPORT
The audit committee of the board is responsible for providing
independent, objective oversight of the company's accounting functions and
internal controls. The audit committee is composed of three directors, each of
whom is independent as defined by the New York Stock Exchange's listing
standards. The audit committee operates under a written charter approved by the
board of directors.
Management is responsible for the company's internal controls and
financial reporting process. The independent accountants are responsible for
performing an independent audit of the company's consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The audit committee's responsibility is to monitor and oversee
these processes.
In connection with these responsibilities, the audit committee met with
management and the independent accountants to review and discuss the December
31, 2001 financial statements. The audit committee also discussed with the
independent accountants the matters required by Statement on Auditing Standards
No. 61 (Communication with audit committees). The audit committee also received
written disclosures from the independent accountants required by Independence
Standards Board Standard No. 1 (Independence Discussions with audit committees),
and the audit committee discussed with the independent accountants that firm's
independence.
Based upon the audit committee's discussions with management and the
independent accountants, and the audit committee's review of the representations
of management and the independent accountants, the audit committee recommended
that the board of directors include the audited consolidated financial
statements in Regency's annual report on Form 10-K for the year ended December
31, 2001, to be filed with the Securities and Exchange Commission.
J. Dix Druce, Chairman
Raymond L. Bank
Douglas S. Luke
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following report of the compensation committee and the performance
graph included elsewhere in this proxy statement do not constitute soliciting
materials and should not be deemed filed or incorporated by reference into any
other filing made by Regency under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that Regency specifically
incorporates this report or the performance graph by reference therein.
The compensation committee of the board of directors is responsible
for evaluating and establishing executive compensation and other benefit plans
of Regency. The committee is composed entirely of non-employee directors.
How did Regency perform in 2001?
The committee believes that considering Regency's key objectives for
2001 and the uncertain economic environment, company management performed
exceptionally well. Regency's senior management team continued to build the
company's standing as the leading national owner, operator, and developer of
grocery anchored neighborhood retail centers and to position the company for
future earnings growth. Regency's management team produced solid increases in
net income and Funds from Operations ("FFO") per share, improved the prospects
for future sustainable earnings' growth, enhanced the quality of the portfolio,
strengthened the balance sheet and fostered a high level of employee engagement.
The total shareholder return for the year was 27%.
Net income was $100.7 million, with earnings per share growing by 13.4%
to $1.69. FFO increased to $169 million from $159 million in 2000, while
per-share FFO grew by 5.3% to $2.78. Return on equity (including construction in
progress) increased to 12.6% from 12%. These results reflect outstanding
operating performance from the high-quality diversified portfolio of
grocery-anchored community and neighborhood retail centers, a strong development
program, and the execution of a self-funding center recycling initiative, which
cost-effectively funded Regency's investments while maintaining the strength of
the balance sheet. The company made a strategic decision to reduce the sale of
core developments, which lowered development profits as a percentage of FFO to
14%. While enabling the company to own 100% of a majority of its new
developments, this strategy also improved the quality of the portfolio. At
December 31, 2001, Regency's total assets were $3.1 billion, representing 272
shopping centers and single-tenant properties totaling 29.1 million square feet.
For the full-year 2001, same-property net operating income grew
approximately 3.2%. In order to generate this growth, Regency renewed 1.8
million square feet or 70.6% of its expiring leases in 2001 and added 2.4
million square feet of new leases, producing combined rent growth of 10.5%
compared with 8% in 2000. Occupancies also remained high at approximately 95%.
In 2001, Regency completed 20 shopping center and build-to-suit
developments at a cost of $178 million. On average, these developments were 95%
leased, with an annualized unleveraged return on investment of 10.4%. The $622
million of in-process developments were 83.4% leased or committed. During the
year, Regency started $156 million of new developments and closed $115 million
of acquisitions.
-11-
Regency also completed several significant financing events in 2001. By
implementing the self-funding recycling initiative, the company's management
team generated more than $142 million from the sale of developments, outparcels,
and operating properties. The company issued $220 million of 10-year unsecured
notes at an interest rate of 7.95% in January. On April 30, 2001, Regency
modified and extended its $600 million unsecured revolving line of credit.
Subsequent to year end, Regency issued $250 million of 6.75% 10-year unsecured
notes.
Regency's management team also enhanced its efficiency and cohesion
during the year. For example, G&A as a percentage of revenue was reduced to 5%
from 5.6%. In addition, an employee survey conducted by Hewitt Associates showed
that Regency's employees are the most engaged employees ever surveyed by Hewitt.
Eighty-eight percent indicated a desire to be employed by Regency for at least
another three years.
What is Regency's philosophy of executive compensation?
Regency's executive compensation program is incentive based, and has
been designed to attract, motivate, reward and retain executives who are results
oriented and capable of achieving the company's key objectives. The committee
recognizes that the interests of the shareholders are best served by allowing
executives the opportunity to participate in the appreciation in shareholder
value 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
comparative executive compensation studies. Regency's program is composed of
both annual and long-term incentive components. Both of these forms of incentive
compensation are primarily variable in nature, and designed to effectuate a
pay-for-performance philosophy. This program considers management's ability to
(1) grow earnings and FFO per share (FFO is the most widely accepted measure of
performance for real estate investment trusts), (2) increase returns on invested
capital, (3) position the company for future earnings and FFO per-share growth,
and (4) maintain a strong capital structure. Regency's philosophy is that the
consistent achievement of these objectives should, over time, result in total
shareholder returns that are above the average for shopping center REITs.
What are the annual incentive components?
Base Salary. Base salaries are reviewed annually by the compensation
committee. In determining appropriate base salaries, the committee considers
external competitiveness in relation to Regency's current financial condition
and capital resources, the roles and responsibilities of the executives, their
contribution to the company's business, an analysis of job requirements and the
executives' prior experience and accomplishments.
Annual Performance Bonus. To provide additional incentive to achieve
outstanding performance, the committee makes cash bonus awards based on
corporate and individual performance. The compensation plan for 2001 established
target cash bonuses based on achievement of quantitative and qualitative
financial and operational goals for the company and those activities managed by
the executive. The committee also has the discretion to increase the annual
bonus in any given year to take into account what it deems high levels of
performance.
-12-
What are the long-term incentive components?
The committee strongly believes that providing executives with an
opportunity to increase their ownership of common stock aligns their interests
with and best serves the stockholders.
Stock Options and Dividend Equivalents. In 2001, the company granted
stock options to the executive officers as part of their performance review.
Options are granted at fair market value on the date of grant, vest 25% per
year, and expire after 10 years. Options also receive dividend equivalents for
the first five years equal to the company's dividend yield less the average
dividend yield of the S&P 500. Dividend equivalents are funded in Regency common
stock, and vest at the same rate as the options upon which they are based.
Restricted Stock Plan. Regency grants restricted stock to the executive
officers based upon their contribution to the company's performance. Shares
granted for 2001 performance were issued at fair market value on the date of
grant, and can vest over four years. For certain executive officers, including
the officers named in the compensation table, a portion of the grant vests after
eight years, however, vesting may be accelerated as a result of achieving FFO
per-share growth targets and other performance criteria determined by the
compensation committee. Restricted stock not subject to the eight-year
cliff-vesting term vests at the rate of 25% per year over four years.
Stock Purchase Plan. In 1996, the committee structured a stock purchase
plan ("SPP") that allowed certain executives to acquire Regency common stock at
fair market value with a loan from the company for 95% of the purchase price
with the difference paid by the executive. The company currently has loans
outstanding from executives for stock purchased under the SPP in 1996 and 1997,
and loans assumed as part of the merger with Pacific Retail Trust in 1999. In
previous years, executives have received grants, as part of Regency's long-term
incentive program, to be used to partially pay-down their outstanding loan
balances. The amount of the grant is based primarily on annual company
performance.
How is the CEO compensated?
The committee's policies for determining Mr. Stein's compensation are
the same as the other executives. For 2002, Mr. Stein's base compensation was
increased to $440,000. As a result of 2001 performance, Mr. Stein received an
incentive bonus of $535,000 and stock loan amortization of $138,129 related to
the 1996 and 1997 stock purchase plans. Mr. Stein was also granted $1,485,000 of
restricted stock of which $495,000 vests over four years at 25% per year, and
the remainder cliff vests after eight years. Restricted stock subject to cliff
vesting may be accelerated as a result of achieving FFO per-share growth targets
and other performance criteria determined by the compensation committee. Mr.
Stein was also granted options to purchase 31,250 shares of common stock at an
exercise price of $26.40 per share, the fair market value on the date of grant.
Mr. Stein continues to serve under a severance and change-in-control agreement.
-13-
How is the company addressing Internal Revenue Code limits on deductibility of
compensation?
The compensation committee is aware of the limitations imposed by
Section 162(m) of the Internal Revenue Code on the deductibility of compensation
paid to certain senior executives to the extent it exceeds $1 million per
executive. The law exempts compensation paid under plans that relate
compensation to performance. Although Regency's plans are designed to relate
compensation to performance, certain elements of the plans do not meet the tax
law's requirements because they allow the compensation committee to exercise
discretion in setting compensation. The compensation committee is of the opinion
that it is better to retain discretion in determining executive compensation.
However, the compensation committee will continue to monitor the requirements of
the Internal Revenue Code to determine what actions, if any, should be taken
with respect to Section 162(m).
John C. Schweitzer, Chairman
C. Ronald Blankenship
A. R. Carpenter
-14-
COMPARATIVE STOCK PERFORMANCE
The graph below provides an indicator of cumulative total shareholder
returns for Regency as compared with the S&P Stock Index and the NAREIT Equity
Index, weighted by market value at each measurement point. The graph assumes
that $100 was invested on January 1, 1996 in Regency common shares and that all
dividends were reinvested by the shareholder.
[GRAPH OMITTED]
1996 1997 1998 1999 2000 2001
REGENCY CENTERS 100.00 112.34 96.92 94.97 122.90 156.06
NAREIT EQUITY I 100.00 120.26 99.21 94.63 119.58 136.24
S&P 500 INDEX 100.00 133.36 171.47 207.56 188.66 166.24
-15-
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by
Regency for services rendered during fiscal 2001, 2000 and 1999 to Regency's
Chief Executive Officer and Regency's two other executive officers during the
year ended December 31, 2001.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
---------------------- ---------------------------
Restricted Securities
Name & Principal Stock Underlying SPP Loan All Other
Position Year Salary(1) Bonus Awards(2) Options/SARs(3) Awards(4) Compensation(5)
-------- ---- --------- ----- --------- --------------- --------- ---------------
Martin E. Stein, Jr. 2001 $425,000 $535,000 $1,485,000 31,250 $ 138,129 $ 8,991
Chairman and Chief 2000 $400,000 $500,000 $ 360,000 78,261 $ 132,950 $ 9,139
Executive Officer 1999 $400,000 $520,000 $ 0 125,000 $ 85,213 $ 9,941
Mary Lou Fiala 2001 $350,000 $372,000 $1,032,742 21,733 $ 0 $ 10,052
President and Chief 2000 $ 325,000 $345,313 $ 511,875 55,639 $ 0 $ 9,139
Operating Officer 1999 $ 325,000 $ 360,000 $ 0 75,000 $ 0 $ 10,021
Bruce M. Johnson 2001 $260,000 $195,000 $ 512,450 10,784 $ 58,959 $ 10,052
Managing Director and 2000 $250,000 $187,500 $ 135,000 29,348 $ 65,910 $ 9,139
Chief Financial Officer 1999 $225,000 $175,000 $ 100,000 30,000 $ 37,268 $ 11,707
- -------------------------
(1) Includes amounts deferred under the 401(k) feature of Regency's profit
sharing plan.
(2) Consists of the fair market value of restricted stock awards in each of
the years of grant. Sixty seven percent of the awards granted for 2001
and 2000 cliff vest after eight years, but contain provisions that allow
annual accelerated vesting based upon FFO per share growth. In 2001,
18.75% of the amounts granted for 2000 with these provisions vested. All
other restricted stock grants for 2001 and 2000 vest over a four-year
period at the rate of 25% per year. Restricted stock granted for 1999
vests as follows: year 1 - 10%, year 2 - 20%, year 3 - 30%, year 4 -
40%. Restricted stock earns dividends at the same rate as the common
stock. The executive is entitled to these dividends under the same
vesting schedule as the related restricted stock. Executives do not have
voting rights on unvested shares. The total number and value of
restricted shares held by the named executives at December 31, 2001 are
as follows:
No. of
Shares Value
------ -----
Mr. Stein 70,504 $1,956,492
Mrs. Fiala 70,414 $1,953,984
Mr. Johnson 31,735 $ 880,652
(3) The exercise prices of stock option grants are equal to fair market
value of Regency's common stock on date of grant.
(4) 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 Regency's 1993 Long Term Omnibus Plan, primarily based
upon FFO per share growth, and annual shareholder return.
(5) The amounts shown in this column for 2001 include the following:
Life Insurance Company Contribution to Other
Premiums 401(k)/Profit Sharing Plan Compensation
-------- -------------------------- ------------
Mr. Stein $1,991 $6,000 $1,000
Mrs. Fiala $3,052 $6,000 $1,000
Mr. Johnson $3,052 $6,000 $1,000
-16-
Stock Purchase Plan. The following table sets forth as of March 1,
2002, the amounts outstanding under the SPP loan program due from each of
Regency's executive officers who have outstanding loans.
Largest Balance
SPP Loan During Fiscal Year
Balance Ended
Executive Officer March 1, 2002 Interest Rate December 31, 2001
- ----------------- ------------- ------------- -----------------
Martin E. Stein, Jr. $919,867 6%-7.3% $1,199,573
Bruce M. Johnson $657,414 6%-7.3% $793,167
Stock Options. The following table sets forth information concerning
the value of unexercised options as of December 31, 2001 held by the executive
officers named in the summary compensation table above.
AGGREGATED OPTION EXERCISES DURING FISCAL 2001
AND OPTION YEAR-END VALUES TABLE
Number of Number of Value of Unexercised
Shares Unexercised In-the-Money Options
Acquired Value Options at at
Upon Realized December 31, 2001 December 31, 2001
Exercise Upon Exercisable/ Exercisable/
Name Options Exercise Unexercisable Unexercisable
---- ------- -------- ------------- -------------
Martin E. Stein, Jr. 67,116 $346,565 473,195 (E) / $1,628,693 (E) /
167,607 (U) $788,539 (U)
Mary Lou Fiala 27,879 $140,546 133,323 (E) / $662,660 (E) /
108,916 (U) $523,634 (U)
Bruce M. Johnson 12,357 $62,774 184,388 (E) / $544,508 (E) /
54,385 (U) $233,462 (U)
-17-
The following table sets forth information with respect to option grants to the
executive officers named in the summary compensation table above during 2001 and
the potential realizable value of such option grants.
OPTION GRANTS DURING FISCAL 2001
% of
Number Total Options Hypothetical
of Options Granted Exercise Price Expiration Value at
Executive Officer Granted(1) during 2001 ($/share) Date Grant Date (2)
----------------- ------- ----------- --------- ---- -----------
Martin E. Stein, Jr. 17,177 4.3% $24.69 11/05/03 $39,851
27,245 6.8% $26.19 07/29/09 $63,209
13,553 3.4% $24.69 12/14/09 $31,443
31,250 7.8% $26.40 12/14/11 $72,500
Mary Lou Fiala 15,935 4.0% $26.19 07/29/09 $36,969
8,252 2.1% $24.69 12/14/09 $19,145
21,733 5.4% $26.40 12/14/11 $50,420
Bruce M. Johnson 1,014 0.3% $24.69 11/05/03 $2,352
6,274 1.6% $26.19 07/29/09 $14,556
3,301 0.8% $24.69 12/14/09 $7,658
10,784 2.7% $26.40 12/14/11 $25,020
- ---------------------
(1) Stock options expiring in 2011 vest 25% per year over four years. These
options, if exercised, may be reloaded, but expire after 10 years. All
other option grants are reload options as a result of option exercises
during 2001. Under the reload feature, if the optionee pays the
exercise price through the delivery of previously-owned shares of
Regency's common stock, the optionee receives an additional option to
purchase that number of shares of common stock as the optionee delivered
in payment for such exercise. Options earn dividend equivalents units
(DEU) that vest at the same rate as the underlying option. DEU's are
credited to the participant's account annually based upon the current
dividend rate of Regency common stock less the average dividend rate of
the S&P 500.
(2) The estimated present value at grant date of each option granted during
2001 has been calculated to be $2.32 using the Black-Scholes option
pricing model. The valuation is based upon the following assumptions:
o estimated time until exercise of 6.0 years
o a risk-free interest rate of 5.2%; a volatility rate of 20%
o a dividend yield of 7.3%.
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.
Severance and Change in Control Agreements. In March 2002, Regency
amended the severance and change-of-control agreements with each of the
executive officers named in the summary compensation table. In the event of
termination, Mr. Stein and Mrs. Fiala would
-18-
receive one and a half times their annual compensation and benefits. Mr. Johnson
would receive one times his annual compensation and benefits. In the event of a
change in control and termination within a subsequent two-year period, Mr. Stein
and Mrs. Fiala would receive three times their annual compensation and benefits
and accelerated vesting of unvested long-term incentive compensation. Mr.
Johnson would receive two times his annual compensation and benefits along with
the same accelerated vesting provisions. As part of the agreements, the named
executives are subject to certain restrictive covenants and consulting
arrangements. The agreements expire on December 31, 2007 and automatically renew
for successive additional five-year terms unless either party gives written
notice of non-renewal.
Compensation of Directors. In 2001, Regency paid an annual fee of
$28,000 to each of its non-employee directors who are not employees of Security
Capital, plus $500 for each board committee meeting attended. Committee
chairpersons receive $3,000 annually in lieu of per-meeting attendance fees.
Directors' fees are currently paid in cash or shares of common stock.
Non-employee directors also receive non-qualified options to purchase
5,000 shares of common stock each year. These options are granted immediately
after each annual meeting and also entitle the director to receive dividend
equivalent units on the same basis as employee optionees. The options have a
term of 10 years, and have 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 for the 20 business days preceding the date of grant.
The annual options vest 25% on each of the first four anniversary dates of the
grant, and will become fully vested upon the involuntary termination, death or
disability of the director.
CERTAIN TRANSACTIONS
The audit committee of the board of directors is responsible for
evaluating the appropriateness of all related-party transactions.
Transactions with Security Capital. Regency has entered into an
agreement with Macquarie Capital Partners LLC, an affiliate of Security Capital,
whereby Macquarie Capital Partners LLC will act as Regency's financial advisor
in connection with identifying alternative sources of capital, including
arranging and structuring joint ventures or funds that owns grocery-anchored
shopping centers. Fees paid to Macquarie Capital Partners LLC will be based upon
a percentage (a range of 2% - 3%) of capital raised. During 2001, Regency paid
approximately $1.2 million for these services. Security Capital owns 40% of
Macquarie Capital Partners LLC.
Regency has an administrative services agreement with Security Capital
to provide risk management, property tax, and income tax consulting services.
During 2001, the company paid Security Capital approximately $35,000 for these
services.
-19-
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The board of directors has selected the firm of KPMG LLP to serve as
the independent certified public accountants for Regency for the current fiscal
year ending December 31, 2002. That firm has served as the auditors for Regency
since 1993. Representatives of KPMG 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.
The following table provides information relating to the fees billed to
Regency by KPMG LLP for the year ended December 31, 2001.
Audit Fees1 $ 340,000
Financial Information Systems Design and
Implementation Fees
$ -0-
All Other Fees2:
Analysis of Regency's construction process $ 124,479
Consents and comfort letters in connection with
debt offerings $ 96,500
Separate audits of joint ventures $ 95,500
Tax compliance services $ 82,200
Audit of Regency's employee benefit plan $ 19,000
- -------------------------
1 Audit fees include all fees and out-of-pocket expenses for services in
connection with the annual audits and review of quarterly financial
statements for Regency and its operating partnership, Regency Centers,
L.P.
2 The audit committee discussed these services with KPMG LLP and
determined that their provision would not impair KPMG LLP's
independence.
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 proxies 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, pursuant to Rule 14a-8, they wish a
-20-
proposal to be included in Regency's proxy statement and form of proxy relating
to the 2003 annual meeting, a written copy of their proposal must be received at
Regency's principal executive offices no later than December 4, 2002. Proposals
must comply with the proxy rules relating to shareholder proposals in order to
be included in Regency's proxy materials. Notice to Regency of a shareholder
proposal submitted otherwise than pursuant to Rule 14a-8 will be considered
untimely if received by Regency after December 4, 2002, and the persons named in
proxies solicited by Regency's board for its annual meeting of shareholders to
be held in 2003 may exercise discretionary voting power with respect to any such
proposal as to which Regency does not receive timely notice. To ensure prompt
receipt by Regency, proposals should be sent certified mail, return receipt
requested.
ANNUAL REPORT
A copy of Regency's annual report for the year ended December 31, 2001
accompanies this proxy statement. Additional copies may be obtained by writing
to Miriam Giles, at Regency'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 Regency. Regency 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. IF SUBMITTING YOUR PROXY VIA
THE INTERNET PLEASE CAREFULLY FOLLOW THE INSTRUCTIONS ON YOUR PROXY CARD.
-21-
REGENCY CENTERS CORPORATION
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 7, 2002
The undersigned, having received the Notice of Annual Meeting of
Shareholders and Proxy Statement, appoints Martin E. Stein, Jr., Mary Lou Fiala
and Bruce M. Johnson, and each or any 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 Centers Corporation which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Company to be held
on May 7, 2002, and any and all adjournments thereof, in the manner specified.
1. Election of Directors nominated by the Board of Directors to
serve in the following Classes:
Class III: (01) John T. Kelley, III
(02) John C. Schweitzer
(03) Thomas G. Wattles
[_] FOR all nominees listed o WITHHOLD AUTHORITY INSTRUCTION: To withhold authority to vote
(except as marked to to vote for all for any individual nominee, strike through
the contrary. See nominees. that nominee's name.
instruction to the
right).
(Continued and to be SIGNED and dated on the reverse side.)
________________________________________________________________________________
YOU MAY VOTE TOLL-FREE BY TELEPHONE
OR ON THE INTERNET
(OR BY COMPLETING THE PROXY CARD BELOW
AND RETURNING IT BY MAIL)
(Available only until 3:00 pm EDST on May 6, 2002)
TO VOTE BY TELEPHONE OR INTERNET,
USE THE CONTROL NUMBER IN THE BOX BELOW
Call Toll-Free To vote by Internet, have this form available
on a Touch-Tone Telephone and follow the directions when you visit:
24 hours a day, 7 days a week www.proxyvotenow.com/reg
1-888-216-1308 ------------------------
Have this form available when
you call the toll-free number.
Then, enter your control number
and follow the simple prompts.
CONTROL NUMBER FOR
TELEPHONIC/INTERNET VOTING
[_______]
Do not return this card
if you have voted by telephone or internet.
FOLD AND DETACH HERE AND READ REVERSE SIDE
- --------------------------------------------------------------------------------
(Continued from reverse side)
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" ELECTION OF EACH NOMINEE.
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:________________, 2002
________________________________(SEAL)
________________________________(SEAL)
(Please sign exactly as name or names appear hereon. Executors, administrators,
trustees or other representatives should so indicate when signing.)
