________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
----------------
REGENCY CENTERS CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock,
par value $0.01 per share
(Title of Class of Securities)
758849103
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
J. Christian Levitt
Senior Vice President
Regency Centers Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Telephone: (904) 598-7000
(Name, address and telephone number of person
authorized to receive notices and
communications on behalf of filing persons)
-------------------
Copy to:
Linda Y. Kelso
Foley & Lardner LLP
One Independent Drive, Suite 1300
Jacksonville, Florida 32202
Telephone: (904) 359-2000
-------------------------
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Value Amount* Amount of Filing Fee
- --------------------------------------------------------------------------------
$6,763,641 $856.95
- --------------------------------------------------------------------------------
*Calculated solely for purposes of determining the filing fee. This amount
assumes that the reload right feature on options to purchase 1,623,219 shares of
common Stock of Regency Centers Corporation having an aggregate value of
approximately $6,763,641 will be exchanged pursuant to this offer. The aggregate
value of such reload rights were calculated using a binomial option pricing
model. The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals $126.70 per each $1.0
million of the value of the transaction.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offering fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[_] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
[_] Check the appropriate boxes to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
________________________________________________________________________________
2
Item 1. Summary Term Sheet
The information set forth under "Summary Term Sheet" in the Offer to
Exchange Reload Rights for New Options or Stock Rights Awards, dated December
10, 2004 (the "Offer to Exchange"), attached as Exhibit (a)(1), is incorporated
herein by reference.
Item 2. Subject Company Information
(a) The name of the issuer is Regency Centers Corporation, a Florida
corporation (the "Company" or "Regency"), and the address of its principal
executive office is 121 West Forsyth Street, Suite 200, Jacksonville, Florida
32202. The Company's phone number is (904) 598-7000. The information set forth
in the Offer to Exchange under Section 18 ("Information Concerning Regency") is
incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer
by the Company to its current employees to exchange the reload feature on their
unexercised options (the "Reload Rights") to purchase Regency common stock (the
"Common Stock") (whether vested or unvested) that were issued under Regency's
Long Term Omnibus Plan, as amended (the "Omnibus Plan"), for either (1) newly
issued options to purchase Common Stock pursuant to the Omnibus Plan (the "New
Options") or (2) a newly issued stock rights award issued pursuant to the
Omnibus Plan (the "Stock Rights Awards") that will represent the right to
receive shares of Common Stock upon vesting, upon the terms and subject to the
conditions set forth in the Offer to Exchange, the related individualized letter
and spreadsheet and election forms attached as Exhibits (a)(1), (a)(2), (a)(3)
and (a)(4) respectively (the Offer to Exchange, the individualized letter and
spreadsheet and the election forms, as they may be amended or supplemented from
time to time, being referred to as the "Offer").
Only employees of the Company as of December 10, 2004, except
the Company's chief executive officer (CEO), chief operating officer (COO) and
chief financial officer (CFO), who continue to be employees through the date the
Company accepts their tendered Reload Rights for exchange and cancellation are
eligible to participate in the Offer. The Company's CEO, COO and CFO may
participate in the offer but may only receive New Options in exchange for their
Reload Rights. Non-employee members of the Company's board or directors are not
eligible to participate in the Offer.
As of December 8, 2004, there were a total of 1,735,980
options outstanding that had a reload feature. Of these outstanding options,
options exercisable for 1,623,219 shares of the Company's Common Stock are held
by eligible participants. The information set forth in the Offer to Exchange on
the introductory pages and under "Summary Term Sheet," Section 4
("Eligibility"), Section 5 ("Source and Amount of Consideration; Terms of New
Options and Stock Awards Rights") and Section 7 ("Expiration Date") is
incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section
11 ("Price Range of Shares Underlying the New Options and Stock Award Rights")
is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
(a) The Company is the filing person. The information set forth
under Item 2(a) above and the Offer to Exchange under Section 12 ("Interests of
Directors and Executive Officers; Transactions and Arrangements Concerning
Options or Stock Rights Awards") and under Section 18 ("Information Concerning
Regency") is incorporated herein by reference.
Item 4. Terms of the Transaction
(a) The information set forth in the Offer to Exchange on the
introductory pages and under "Summary Term Sheet," Section 4 ("Eligibility"),
Section 5 ("Source and Amount of Consideration; Terms of New Options and Stock
Rights Awards"), Section 6 ("Procedure for Electing to Exchange Reload Rights"),
Section 7 ("Expiration Date"), Section 8 ("Withdrawal Rights and Change of
Election"), Section 9 ("Material U.S. Federal Income Tax Consequences"), Section
10 ("Conditions of the Offer"), Section 13 ("Legal Matters; Regulatory
3
Approvals"), Section 14 ("Extension of Offer; Termination and Amendment") and
Section 15 ("Accounting Treatment of the Transaction") is incorporated herein by
reference.
(b) The information set forth in the Offer to Exchange under Section
12 ("Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Options or Stock Rights Awards") is incorporated herein
by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) The information set forth in the Offer to Exchange under Section
12 ("Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Options or Stock Rights Awards") is incorporated herein
by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information set forth in the Offer to Exchange under Section
3 ("The Purpose of This Offer") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section
15 ("Accounting Treatment of the Transaction") is incorporated herein by
reference.
(c) The information set forth in the Offer to Exchange under Section
3 ("The Purpose of This Offer") is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration
(a) The information set forth in the Offer to Exchange under Section
5 ("Source and Amount of Consideration; Terms of New Options and Stock Award
Rights") and Section 17 ("Fees and Expenses") is incorporated herein by
reference.
(b) The information required by Item (b) of Item 1007 of Regulation
M-A is not applicable.
(c) The information required by Item (d) of Item 1007 of Regulation
M-A is not applicable.
Item 8. Interests in Securities of the Subject Company
(a) The information set forth in the Offer to Exchange under Section
12 ("Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Options or Stock Rights Awards") is incorporated herein
by reference.
(b) The information set forth in the Offer to Exchange under Section
12 ("Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Options or Stock Rights Awards") is incorporated herein
by reference.
Item 9. Persons/Assets Retained, Compensated or Used.
(a) The information required by Item (a) of Item 1009 of Regulation
M-A is not applicable.
Item 10. Financial Statements
(a) The information set forth in the Offer to Exchange under Section
16 ("Financial Statements"), Section 18 ("Information Concerning Regency") and
Section 19 ("Additional Information is incorporated herein by reference.
(b) The information required by Item (b) of Item 1010 of Regulation
M-A is not applicable.
4
Item 11. Additional information.
(a) The information set forth in the Offer to Exchange under Section
12 ("Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Options or Stock Rights Awards") is incorporated herein
by reference.
(b) The information required by Item (b) of Item 1011 of Regulation
M-A is not applicable.
Item 12. Exhibits
(a) (1) Offer to Exchange, dated December 10, 2004
(2) Form of Individualized Letter and Spreadsheet
(3) Election Form for California, Oregon and Texas Residents
(4) Election Form for Colorado, Florida, Georgia, Missouri,
Ohio and Virginia Residents
(5) Form of Email Notice re Informational Telephone
Conference
(b) The information required by Item (b) of Item 1016 of Regulation
M-A is not applicable
(c) Regency Centers Corporation Long Term Omnibus Plan filed as an
appendix to the Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 filed with the Securities and Exchange Commission (the
"Commission") on April 3, 2003, and incorporated herein by reference.
(d) The information required by Item (g) of Item 1016 of Regulation
M-A is not applicable
(e) The information required by Item (h) of Item 1016 of Regulation
M-A is not applicable
Item 13. Information Required by Schedule 13E-3
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, correct and
complete.
REGENCY CENTERS CORPORATION
By: /s/ J. Christian Levitt
-------------------------------------
J. Christian Levitt
Senior Vice President
Date: December 10, 2004
5
INDEX TO EXHIBITS
Exhibit
Number Description
------- ---------------
(a)(1) Offer to Exchange, dated December 10, 2004
(a)(2) Form of Individualized Letter and Spreadsheet
(a)(3) Election Form for California, Oregon and Texas Residents
(a)(4) Election Form for Colorado, Florida, Georgia, Missouri, Ohio
and Virginia Residents
(a)(5) Form of Email Notice re Schedule of Informational Telephone
Conference
(d)(1) Regency Centers Corporation Long Term Omnibus Plan filed as an
appendix to the Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 filed with the Securities
and Exchange Commission (the "Commission") on April 3, 2003,
and incorporated herein by reference
6
Exhibit (a)(1)
-------------------------
REGENCY CENTERS CORPORATION
--------------------------
OFFER TO EXCHANGE
RELOAD RIGHTS FOR NEW OPTIONS
OR STOCK RIGHTS AWARDS
---------------------------
December 10, 2004
When deciding whether to exchange your reload rights, you
should rely only on the information contained in this offer to exchange or in
documents to which we have referred you. We have not authorized any person to
make any recommendation on our behalf as to whether you should elect to exchange
your reload rights through the offer or to provide you with different
information. If anyone makes any recommendation or representation to you or
gives you any information, you must not rely upon that recommendation,
representation or information as having been authorized by us. You should not
assume that the information provided in this offer to exchange is accurate as of
any date other than the date as of which it is shown, or if no date is otherwise
indicated, the date of this offer. This offer to exchange summarizes various
documents and other information. These summaries are qualified in their entirety
by reference to the documents and information to which they relate.
TABLE OF CONTENTS
SUMMARY TERM SHEET............................................................1
RISKS OF PARTICIPATING IN THE OFFER...........................................7
THE OFFER....................................................................12
1. Introduction...............................................12
2. About Your Reload Rights...................................12
3. The Purpose of This Offer..................................12
4. Eligibility................................................13
5. Source and Amount of Consideration; Terms of New Options
and Stock Award Rights.....................................13
6. Procedure for Electing to Exchange Reload Rights...........17
7. Expiration Date............................................18
8. Withdrawal Rights and Change of Election...................18
9. Material U.S. Federal Income Tax Consequences..............18
10. Conditions of the Offer....................................20
11. Price Range of the Shares Underlying the New Options
and Restricted Stock.......................................21
12. Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning Options or
Stock Rights Awards........................................22
13. Legal Matters; Regulatory Approvals........................24
14. Extension of Offer; Termination and Amendment..............24
15. Accounting Treatment of the Transaction....................25
16. Financial Statements.......................................26
17. Fees and Expenses..........................................26
18. Information Concerning Regency.............................26
19. Additional Information.....................................26
20. Miscellaneous..............................................27
i
SUMMARY TERM SHEET
The following are answers to some of the questions that you
may have about this offer to exchange. You should carefully read (1) this entire
offer to exchange, (2) the accompanying individualized letter specifying the
estimated present value of your reload rights and (3) the election form because
the information in this summary is not complete. This offer is subject to the
terms and conditions of these documents, as they may be amended. We have
included in this summary references to other sections in this offering document
to help you find a more complete description of these topics.
Q1. What is the reload exchange program?
A1. Regency is offering option holders with reload rights the
choice, if you so elect, to exchange your reload rights for
either additional stock options or a stock rights award. (See
Section 1)
Q2. How does the reload feature of my options work?
A2. The reload feature allows you to:
o pay the exercise price of your stock options by
delivering shares you have owned for at least six
months, which we sometimes refer to as "mature
shares," that have a market price equal to the
exercise price, rather than by paying with cash; and
o if the market price per share on the date you
exercise your stock options is at least 20% more than
the exercise price, receive a new option for the
number of shares you used to pay the exercise price
and applicable taxes. The new option has the same
expiration date as the options you exercised and an
exercise price equal to the then market price of the
shares.
(See Section 2)
Q3. What are the advantages of the reload feature?
A3. Reloads permit you to establish a tax basis in the shares you
acquire on the exercise of options, without paying the
exercise price and taxes in cash, and still retain the
appreciation potential for the number of shares that you used
to pay the exercise price and taxes. (See Section 2)
Q4. Why are we making this offer?
A4. The Financial Accounting Standards Board (FASB) is requiring
public companies to begin expensing stock options based on
their grant date "fair value" beginning July 1, 2005. We have
elected to begin voluntarily complying with these new rules
effective January 1, 2005. These rules treat each grant of
reload options as a new award that must be expensed.
Therefore, there is a risk to Regency of unpredictable
significant future compensation expense based on the exercise
pattern of employees. In an effort to protect our earnings
from the significant cost of future reload option issuances,
based on management's recommendation, our board of directors
has decided to offer employees additional equity compensation
in exchange for the forfeiture of the reload rights on their
outstanding options.
1
We have structured this offer to further the purpose of our
Long Term Omnibus Plan, which is to motivate and compensate
our employees by giving them an equity stake in Regency. The
consideration for canceling your reload rights is in the form
of an additional award without reload rights, rather than
cash, in order to provide you with an incentive with a longer
term than your existing reload rights. (See Section 3)
Q5. How do I participate in the offer?
A5. If, after carefully reviewing these materials, you choose to
participate in this offer, you must do the following before
5:00 p.m., Eastern time, on Friday, January 14, 2005:
o complete and sign the accompanying election form; and
o deliver the completed and signed election form to:
Jamie Conroy
People Services
Regency Centers Corporation
121 W. Forsyth Street
Suite 200
Jacksonville, Florida 32202
Facsimile: (904) 634-1505
(See Section 6)
Q6. When does the offer end?
A6. This offer to exchange ends at 5:00 p.m., Eastern time, on
Friday, January 14, 2005, unless we decide to extend it. (See
Section 7)
Q7. What securities are you offering in exchange for my reload
rights?
A7. In exchange for your reload rights, you will have the choice
between two alternatives under our Long Term Omnibus Plan. You
may receive either:
o stock options, or
o a stock rights award.
(See Section 5)
Q8. Who may participate in the offer?
A8. All employees holding any stock options with reload rights may
participate in the offer to exchange, with the exception of
our CEO, COO and CFO. To participate in the offer, you must
be an employee of Regency continuously from the date this
offer begins through and including the date this offer
expires, which we expect will be January 14, 2005. The reload
exchange for each of our CEO, COO and CFO will be limited to
only receiving new stock options in exchange for their reload
rights. Non-employee board members with outstanding options
may not participate in this offer. Their decision to
2
authorize this offer was made without any personal financial
consequences to them. (See Section 4)
Q9. If I elect to participate in the offer and choose to receive
new options, what will be the terms of the options?
A9. If you elect to exchange your reload rights for new stock
options, you will receive the number of new stock options
which is equal to the estimated present value of the reload
rights set forth in the individualized letter accompanying
this offering document. However, if you exercise any of your
outstanding options between the date of this offer and the
date we accept your reload rights for exchange, the amount of
new options you will receive in exchange for your reload
rights will be adjusted appropriately.
The new options will:
o be nonqualified,
o have a ten year term,
o vest 25% per year,
o have an exercise price equal to the fair market value
of our common stock on the date of the issuance of
the new options, and
o not be eligible for dividend equivalent units (DEUs).
(See Section 5)
Q10. If I elect to participate in the offer and choose to receive a
stock rights award what will be the terms of the award?
A10. If you elect to exchange your reload rights for a stock rights
award, your award will entitle you to receive, when vested,
the number of shares of our common stock having an estimated
present value equal to 64% of the estimated present value of
the reload rights set forth in the individualized letter
accompanying this offering document. However, if you exercise
any of your outstanding options between the date of this offer
and the date we accept your reload rights for exchange, the
number of shares subject to the stock rights award you will
receive in exchange for your reload rights will be adjusted
appropriately.
The shares covered by the award will:
o vest 25% per year,
o be fully transferable upon issuance, and
o have the right to earn DEUs throughout the vesting
period. (See Section 5)
3
Q11. How was the estimated present value of my reload rights
calculated?
A11. The present value of each individual reload right was valued
independently by consultants using a customized binomial
option pricing model. The remaining term of the option and
the exercise price of the option are the primary factors in
the model. Other inputs include the volatility of our common
stock, risk-free interest rates, our dividend yield and the
past exercise behavior of employees. The binomial option
pricing model includes a component based on the 30-day average
market price of our stock from September 1, 2004, through
September 30, 2004, which was $46.00. Our consultants began
preparing their valuations report in October 2004. However, if
our stock price increases or decreases by more than 25% from
$46.00 per share during the offering period, the offer will be
subject to reapproval by our board of directors and amended or
terminated at their discretion in accordance with Section 14.
Because our stock price affects the estimated present value of
the new awards as well as the estimated present value of the
reload rights, changes of less than 25% from the price used by
our consultants would not materially affect the number of
shares covered by new stock options or stock rights awards.
(See Sections 5 and 14)
Q12. Why is the value of the stock option alternative different
that the value of the stock rights award alternative?
A12. The values of the alternatives differ to preserve the equality
of the accounting charges Regency will incur over the next
four years as a result of the buyout of the reload rights. The
estimated value of each alternative has been determined so
that the future expense to Regency is approximately equal, no
matter which alternative is selected. (See Section 5)
Q13. Can I elect to receive some options and a stock rights award?
A13. No. You must elect to receive either options or a stock
rights award, not a combination of both. (See Section 5)
Q14. If I participate in the offer, do I have to exchange my reload
rights under all of my outstanding options?
A14. Yes. If you elect to participate, you must exchange your
reload rights with respect to all of your outstanding options.
(See Section 7)
Q15. If I exchange my reload rights, will I continue to receive
DEUs on my eligible outstanding stock options?
A15. Yes, you will continue to receive DEUs on your current
eligible outstanding stock options. The only change will be
your ability to receive a reload grant when you exercise your
stock options. (See Section 5)
Q16. What happens to my reload rights if I choose not to
participate in the offer?
A16. Participation in this offer to exchange is completely
voluntary. If you elect not participate, the reload feature on
your outstanding stock options will remain unchanged. (See
Section 6)
Q17. Once I submit my election form indicating I want to exchange
my reload rights, is there anything else I must do to receive
the new options or stock rights award and when will I receive
them?
4
A17. We will send you your new award agreement promptly after
expiration of the offer and our acceptance of your reload
rights. (See Section 7)
Q18. Will I have to pay taxes if I participate in the offer?
A18. If you choose to receive new stock options in the offer:
o there will be no immediate tax consequences of
receiving that award in exchange for your reload
rights;
o when you exercise the stock options, you will be
required to recognize income in an amount equal to
the excess of the fair market value of the shares
being purchased, as determined on the date of
exercise, over the exercise price for those shares,
and applicable withholding taxes will be due;
o if you subsequently sell or otherwise dispose of the
shares acquired under your stock options, you will
have a capital gain or loss to the extent that the
amount realized upon the sale or disposition differs
from your tax basis (the fair market value at the
time of exercise) in the shares.
If you choose to receive a stock rights award in the offer:
o there will be no immediate tax consequences of
receiving that award in exchange for your reload
rights;
o upon vesting of the stock and the issuance of shares
to you, you will be required to recognize income in
an amount equal to the fair market value of the
shares at that time, and applicable withholding taxes
will be due;
o if you subsequently sell or otherwise dispose of the
shares you receive under your stock rights award, you
will have a capital gain or loss to the extent that
the amount realized upon the sale or disposition
differs from your tax basis (the fair market value at
the time you receive the shares) in the shares.
(See Section 9)
Q19. Is there any chance that Regency will not proceed with the
offer?
A19. Yes. The completion of this offer is subject to customary
conditions that are described in Section 10 of this offering
document. (See Section 10)
Q20. Can I change my mind and withdraw from this offer?
A20. Yes. You may change your mind after you have submitted an
election form and withdraw from the offer to exchange at any
time before the expiration date. If we extend the expiration
date, you may withdraw your election at any time until the
extended offer expires. Additionally, if we have not accepted
your reload rights by 12:00 a.m., Eastern time, on Friday,
5
February 11, 2005, you may withdraw your reload rights at any
time thereafter. (See Section 8)
Q21. What if I withdraw my election and then decide again that I
want to participate in the offer?
A21. If you have withdrawn your election to participate and then
decide again that you would like to participate, you may
re-elect to participate by submitting a new completed election
form before the expiration date. Your new election form must
be dated after the date of your previous withdrawal. (See
Section 8)
Q22. Are you making any recommendation as to whether I should
exchange my reload rights?
A22. No. You must make your own decision whether or not to
participate in this offer to exchange. For questions regarding
personal tax implications or other investment-related
questions, you should talk to your own legal counsel,
accountant and/or financial advisor. (See Section 9)
Q23. Who can I talk to if I have questions about the offer, or if I
need additional copies of the offer documents?
A23. For additional copies of the offer documents and for
administrative information, you should contact:
Jamie Conroy
People Services
Regency Centers Corporation
121 W. Forsyth Street
Suite 200
Jacksonville, Florida 32202
(904) 598-7819
For questions about the offer to exchange, contact:
Name Title Telephone Number
---- ----- ----------------
Martin E. Stein, Jr. Chief Executive Officer (904) 598-7601
(Hap)
Mary Lou Fiala Chief Operating Officer (904) 598-7812
Bruce Johnson Chief Financial Officer (904) 598-7604
(See Section 19)
6
RISKS OF PARTICIPATING IN THE OFFER
Participating in the offer to exchange involves a number of
risks, including those described below. You should carefully consider these
risks and carefully review the other sections of this document and the other
documents that accompany or are incorporated into this document by reference.
Risks to Consider in Deciding Whether or Not to Give Up Your Reload Rights
Because the valuation of options involves many assumptions, the economic value
of the options or stock rights award that you receive in exchange for your
rights may be different than what you would ultimately realize if you retained
your reload rights.
If you accept this offer to exchange your reload rights, the
consideration you receive in exchange may ultimately result in different
economic consequences to you than if you retain your reload rights. Our
consultants have calculated the estimated present value of your reload rights.
Stock options issued in exchange for reload rights will have the same estimated
present value as your reload rights. Stock rights awards made in exchange for
reload rights will have an estimated present value equal to 64% of the estimated
present value of the reload rights.
Due to the many assumptions inherent in estimating the present
value of the reload rights, we cannot predict whether the value you ultimately
realize from the new options or stock rights award will be the same as the value
you would have received had you retained your reload rights. Small variations in
the assumptions, such as the term of the options, can result in significant
changes in value. Moreover, the valuation method used by our consultants is
designed to value your reload rights as of the valuation date, not to predict
the ultimate benefit you will realize from the exercise of these rights. Any
value you receive from your reload rights will depend on numerous variables,
including how well our common stock performs during the term of your reload
rights.
If you elect to participate in the reload exchange program, you will not receive
new options to replace any shares that you deliver to pay the exercise price of
your options.
If you agree to cancel your reload rights, you may still
deliver shares you have held for at least six months to pay the exercise price
of your options. However, you will not receive a replacement option for the
shares that you deliver. To maintain the same number of shares plus options that
you would hold if you received reload options, you would need to pay the
exercise price in cash rather than shares. You may not have sufficient cash
available to pay the exercise price in cash.
Depending on the market price of our common stock, if you elect to retain your
reload rights you may not necessarily receive reload options when you exercise
your options, or the reload options may have a very different exercise price
than the new options you will receive if you accept this offer. You must
consider your individual circumstances in order to decide whether or not to
participate in the exchange.
The market value of our common stock must be at least 20% more
than the exercise price of the options you exercise in order for you to receive
a reload option for shares that you deliver in payment of the option exercise
price and withholding taxes. Whether or not you receive reload options when you
exercise your existing options will depend on many factors, including the
following:
7
o Whether you have enough mature shares to use to pay
the exercise, rather than being required to sell some
of the shares acquired on exercise through a broker
in order to pay the exercise price in cash;
o Whether the market price of our common stock is
sufficiently higher than your option exercise price
on the date of exercise to qualify for a reload even
if you deliver mature shares in payment of the
exercise price;
o Whether you exercise your options on their expiration
date, in which case your reload options also will
expire.
Depending on the remaining terms of your existing options,
when you choose to exercise them and future price fluctuations in our common
stock, if you elect to retain your reload rights, you may not necessarily
receive reload options when you exercise your options. By contrast, if you elect
to participate in the reload exchange program, you will receive new options with
a 10-year term, which will expire later than your current options or any reload
options. The new options will give you a longer period of time over which to
benefit from potential increases in our stock price, especially if the average
remaining term of your existing options is short. If you elect to receive a
stock rights award, it will have immediate value on vesting.
If you retain your reload rights, there is no way to predict
the exercise price of any reload options you receive and whether that exercise
price will be higher or lower than the exercise price of new options that you
elect to receive in exchange for reload rights.
Your decision whether or not to exchange your reload rights
depends not only on your assessment of the future potential of our stock price
but also your individual circumstances, including the exercise prices of your
current options, their remaining term and the number of mature shares you hold.
You should consider your own circumstances and consult with your own financial
advisors. We are not making any recommendation as to whether or not you should
participate in the exchange.
A $46.00 average market value of our stock was one of the variables used to
calculate the estimated present value of your reload rights, and there could be
fluctuations in the market value of our stock between the time of calculation
and the expiration date.
The formula for determining the estimated present value of
your reload rights includes a component based on the 30-day average market price
of our stock from September 1, 2004, through September 30, 2004, which was
$46.00. On the expiration date of the offer, the current market price of our
common stock may be higher or lower than the market price used in the formula to
determine the estimated present value of your reload options. The market value
of our common stock has a smaller impact on the reload valuation than other
variables such as the option term. Because our stock price affects the estimated
present value of the new awards as well as the estimated present value of the
reload rights, changes of less than 25% from the price used by our consultants
would not materially affect the number of shares covered by new stock options or
stock rights awards. In addition, the valuations are time consuming and costly.
Therefore, we do not intend to update the valuations based on a more recent
average stock price unless it changes materially from $46.00 per share. However,
if our stock price increases or decreases by more than 25% from $46.00 share
during the offering period, the offer will be subject to reapproval by our board
of directors and amended or terminated at their discretion. Unless we update the
valuations and amend this offer, the exchange, if you elect to participate, will
be based on the estimated present value of your reload rights set forth in the
accompanying individualized letter.
8
Risks Relating to Accepting Stock Options vs. Stock Rights Award
Stock rights awards will result in immediate value when vested, but the benefit
of options will depend on increases in our stock price.
Once a stock rights award vests, you will hold something of
immediate value, even if our stock price does not increase over the price on the
date you receive the award and even if it decreases from current levels. By
contrast, you will benefit from stock options only to the extent that our stock
price during the term of the option increases above the exercise price.
Because you will receive a larger number of options than shares covered by a
stock rights award in exchange for your reload rights, the potential benefit of
electing to receive options will be larger if our stock price rises
significantly.
Stock rights awards are less risky than stock options.
Accordingly, you will receive more stock options than shares covered by a stock
rights award in exchange for your reload rights. This greater risk also carries
greater potential benefit. Because stock rights awards will cover a smaller
number of shares than options granted in exchange for reload rights, if our
stock price rises significantly during the term of the new options, you will
benefit more if you choose an option because your award will cover a larger
number of shares.
Our future stock price will be affected by many uncertainties. You need to
consider our future prospects and these uncertainties in determining whether to
participate in the reload exchange program, and if you so elect, whether to
accept options or a stock rights award in exchange for your reload rights.
Our future performance and our stock price will be affected by
risks and uncertainties. These risks and uncertainties include, but are not
limited to:
o if significant numbers of reload rights are not canceled, our
earnings could be materially and adversely affected by the
compensation expense we will be required to recognize when
optionees exercise options and receive reload options;
o increased competition from super-centers such as Wal-Mart
could result in grocery anchor closings or consolidations in
the grocery store industry which could reduce our cash flow;
o a slow down in our shopping center development program would
reduce our operating revenues and gains from sales;
o the bankruptcy or insolvency of, or a downturn in the business
of, any of our major tenants could reduce our cash flow;
o the possibility that major tenants will not renew their leases
as they expire or renew at lower rental rates could reduce our
cash flow;
o the internet and e-commerce could reduce the demand for
tenants to occupy our shopping centers;
o vacant anchor space could affect the entire shopping center
because of the loss of the anchor's customer drawing power;
9
o poor market conditions could create an over supply of space or
a reduction in demand for our shopping centers;
o risks relating to leverage, including uncertainty that we will
be able to refinance our indebtedness,
and the risk of higher interest rates;
o our inability to satisfy our cash requirements from operations
and the possibility that we may be required to borrow funds to
meet distribution requirements in order to maintain our
qualification as a REIT;
o potential liability for unknown or future environmental
matters and costs of compliance with the Americans with
Disabilities Act;
o the risk of uninsured losses;
o unfavorable economic conditions that could result in the
inability of tenants in certain retail sectors to meet their
lease obligations and could adversely affect our ability to
attract and retain desirable tenants,
o risks relating to competitive market conditions, including
pricing of acquisitions and sales of properties and out-
parcels;
o risks relating to weather, our ability to obtain governmental
approvals and other risks relating to meeting development
schedules; and
o risks relating to changes in national and local economic
conditions.
In addition, our stock price may be affected by factors
unrelated to our business and financial performance, including changes in
interest rates. An increase in interest rates could lead investors to demand a
higher dividend as a percentage of the market price of our common stock, which
could lead in turn to a decline in our share price.
The number of stock rights awards has been arrived at in order to make the
accounting expense to Regency the same as for options issued in exchange for
reload rights.
As noted above, the number of stock rights awards issued in
exchange for reload rights will be less than the number of new options because
stock rights awards are inherently less risky than stock options. However, we
have not arrived at the number of stock rights awards based on a precise
valuation of the risks of options as opposed to stock rights awards. Rather, we
have fixed the number of shares of stock covered by a stock rights award at the
number required in order to equalize the compensation expense we will incur
regardless of whether participants in the reload exchange program elect to
receive a stock rights award or options.
You will incur taxable income on the vesting of stock rights awards.
The vesting of stock rights awards will result in immediate
taxable income to the holder on the date of vesting, in an amount equal to the
market price of the shares on the date of vesting. By contrast, options will not
result in taxable income to the holder until the date the holder chooses to
exercise the options.
10
If you elect to receive additional stock options in exchange for your reload
rights, you will not receive DEUs.
Unlike your current outstanding options eligible for DEUs, the
new options you receive in exchange for your reload rights will not have
dividend equivalent unit rights. In contrast, if you elect to receive a stock
rights award, your award will include DEUs.
11
THE OFFER
1. Introduction
We are offering all employees with outstanding options, with
the exception of our CEO, COO and CFO, the option, if they so choose, to
exchange all of their reload rights for either additional stock options or stock
rights awards on the terms and conditions set forth in this offering document.
2. About Your Reload Rights
All stock options outstanding under our Long Term Omnibus Plan
have a reload right feature. The reload right feature allows you to:
o exercise options by delivering shares you have owned
for at least six months that have a market price
equal to the exercise price, instead of paying cash;
and
o if the market price per share on the date of exercise
is at least 20% more than the exercise price, receive
a new option for the number of shares you used to pay
the exercise price and applicable taxes. The new
option will have the same expiration date as the
options you exercised and an exercise price equal to
the market price of the shares on the date the new
option is issued.
The reload right allows you to establish a tax basis in the
shares you acquire on the exercise of options, without paying the exercise price
in cash, and still retain the appreciation potential for the number of shares
that you used to pay the exercise price and taxes. For example, if you had a
vested option to purchase 40 shares for $25 a share and the market price of the
shares was currently $50, you could exercise your option and:
o pay the exercise price ($1,000) of those options with
20 shares of our common stock you have owned for at
least six months,
o receive the 40 shares you are entitled to receive
upon exercise of the option,
o surrender 7 shares to cover the applicable taxes of
$350 (assuming a tax rate of 35%); and
o receive a new option to purchase 27 shares at an
exercise price of $50 per share.
3. The Purpose of This Offer
Effective July 1, 2005, the Financial Accounting Standards
Board (FASB) will require that all public companies expense stock options based
on their grant date "fair value". We have elected to begin voluntarily complying
with these new rules effective January 1, 2005. Under the new FASB rules, when
an option holder with reload rights exercises his or her options and utilizes
the reload right, the grant of the new reload options must be expensed as a new
award. This change places Regency at risk of incurring a significant expense in
the future if the exercise pattern of employees remains the same as it has
historically. For example, had expensing of reload options been mandated over
the past three years, Regency would have expensed roughly $4 million each year.
Moreover, the expense is unpredictable because it depends on if and when
employees choose to exercise options in transactions that qualify for reload
option grants.
12
Our board of directors and management analyzed the risk and
determined that this offer to exchange reload rights for stock options or stock
rights awards would accomplish two goals: (1) help protect our earnings from the
unpredictable significant cost of future reload option issuances while (2) still
furthering the purpose of our Long Term Omnibus Plan, which is to provide a
compensation structure that aligns the interests of our employees with the
shareholders by giving employees an equity stake in Regency.
If you participate in the reload exchange program, your
existing options will be amended to cancel your reload rights, and you will
receive a new agreement for stock options or a stock rights award. However, the
transaction could be deemed an exchange of your old options for (1) replacement
options with identical terms other than reload rights, and (2) a new option or
stock rights award. If so, the exchange could be deemed an issuer tender offer
under Rule 13e-4 of the Securities and Exchange Act of 1934. Accordingly, we are
complying with the tender offer rules and supplying all information required by
them in this document.
4. Eligibility
To participate in the offer, you must be an employee of
Regency continuously from the date of this offer through and including the date
this offer expires, which we expect will be January 14, 2005, and hold stock
options with reload rights. As of December 8, 2004, a total of 50 employees are
eligible to participate in this offer. Our board of directors determined that
the reload exchange for Martin E. Stein, Jr., Mary Lou Fiala and Bruce M.
Johnson, our CEO, COO and CFO respectively, will be limited to only receiving
new stock options under the current stock option plan in exchange for their
reload rights. Our board believes that our senior executives should not receive
something with immediate value when vested but rather should exchange reload
rights for new options the value of which will depend on our share price
increasing in the future. Non-employee members of our board of directors are not
eligible to participate in this offer. Our board did not want to have a conflict
of interest in approving a reload exchange program in which it could
participate.
5. Source and Amount of Consideration; Terms of New Options and Stock Award
Rights
How Your Reload Rights Were Valued
The estimated present value of your reload rights was
determined using a customized binomial option pricing model by Deloitte
Consulting in coordination with Montgomery Investment Technologies, an
investment firm specializing in option valuations. The estimated option values
were calculated by taking the present value of the spread between the assumed
fair market value of our stock at the time of exercise and the option exercise
price, discounted at a risk-free interest rate corresponding to the U.S.
Treasury bond yield on the valuation date corresponding in each case to the
remaining term of the options being valued. The remaining term of the option and
the exercise price of the option are the primary factors in the model. Other
inputs include the volatility of our common stock (19%), our dividend yield
(4.59%), the past exercise behavior of employees and the 30-day average market
price of our stock from September 1, 2004, through September 30, 2004, which was
$46.00. Should the price of our stock increase or decrease by more than 25% from
$46.00 per share during the offering period, the offer will be subject to
reapproval by our board of directors and amended or terminated at their
discretion in accordance with Section 14 hereof. Because our stock price affects
the estimated present value of the new awards as well as the estimated present
value of the reload rights, changes of less than 25% from the price used by our
consultants would not materially affect the number of shares covered by new
stock options or stock rights awards.
13
Additionally, if you exercise any of your outstanding options
with reload rights between the date of this offer and the date we accept your
reload rights for exchange, the amount of new options or the stock rights award
will be adjusted appropriately.
Consideration
If you elect to exchange your reload rights, you will have the
choice between receiving either:
o additional new options, or
o a stock rights award.
If you elect to participate in the exchange program, you must
elect to exchange all of your reload rights with respect to all of your
outstanding options. We will not accept an election to exchange a portion of
your reload rights. You may not elect to receive a combination of the two
alternatives. The number of shares covered by the new options or stock rights
award that you will receive in exchange for your reload rights is set forth in
the individualized letter accompanying this offering document and has been
determined as follows.
If you elect to receive new options in exchange for your
reload rights, you will receive options with an estimated present value equal to
100% of the estimated present value of your reload rights as set forth in your
individualized letter. If you elect to receive a stock rights award, the number
of shares issuable upon vesting of the award will have an estimated present
value equal to 64% of the estimated present value of your reload rights. The
values of the alternatives differ to preserve the equality of the accounting
charges Regency will incur over the next four years as a result of the buyout of
the reload rights. The estimated present value of each alternative has been
determined so that the future expense to Regency is approximately equal, no
matter which alternative is selected.
Fractional options or shares of stock, as applicable, will be
rounded up to the nearest whole option or share of stock on a grant-by-grant
basis.
As of December 8, 2004, there were a total of 1,735,980
options outstanding that had a reload feature. We are seeking elections to
exchange reload rights relating to a total of 1,623,219 outstanding options. If
we receive elections from all eligible employees, subject to the terms and
conditions of this offer, and each employee (including our CEO, COO and CFO)
chooses to receive additional new options in exchange for their reload rights,
we will grant new options to purchase a total of 867,415 shares of our common
stock, or approximately 1.38% of the total shares of our 62,685,997 shares of
common stock outstanding as of November 30, 2004. The number of shares of our
common stock outstanding excludes 1,488,917 units of Regency Centers, L.P., our
operating partnership, that are exchangeable on a one-for-one basis for shares
of our common stock.
If we receive elections from eligible employees, subject to
the terms and conditions of this offer, and each employee (other than our CEO,
COO or CFO) chooses to receive a stock rights award, we will grant stock rights
awards for a total of 47,765 shares, or approximately .08% of the total shares
of our 62,685,997 shares of common stock outstanding as of November 30, 2004.
Our CEO, COO and CFO may not elect to receive a stock rights award, but instead
will be limited to only receiving new stock options under the current stock
option plan in exchange for their reload rights. These executives will
collectively receive new options to purchase a total of 430,147 shares of our
common stock.
14
Comparison of Terms of Reload Options, New Options and Stock
Rights Awards
Each new option and stock rights award will be granted under
our Long Term Omnibus Plan. All new options will be nonqualified options. Upon
satisfaction of the terms and conditions of this offer and promptly following
the expiration date, we will send participating employees a new award agreement.
The award agreements will be substantially similar to those covering existing
stock option awards (with the exception of reload rights and DEUs) and stock
rights awards.
The following table sets forth the terms of your current
options, the new stock options and new stock rights awards.
Reload Options New Options Stock Rights Awards
-------------- ----------- -------------------
Term Same term as the option that Term of 10 years from the new See "Vesting" below
was "reloaded" option grant date, subject to
earlier termination after
termination of employment
(90 days), death or
disability (1 year),
retirement (3 years), or
termination for cause
(immediate termination)
- ------------------------------------------------------------------------------------------------------------------------------
Exercise Price Exercise price equal to the Exercise price equal to the closing N/A
closing price of our common price of our common stock on the
stock on the last trading day last trading day before the new
before the reload option grant option grant date
date (the grant date will be Monday,
January 17, 2005, unless we extend
the offer)
- ------------------------------------------------------------------------------------------------------------------------------
Vesting 100% vested on the date of Vest 25% per year subject to Vest 25% per year subject to
issuance continued service with Regency, continued service with Regency ,
100% if terminated on
death, 100% if terminated
on death, disability or
retirement or if disability
or retirement or if
terminated without cause
within 24 terminated
without cause within 24
months after a change of
control months after a
change of control
- ------------------------------------------------------------------------------------------------------------------------------
Reload Feature Yes No N/A
- ------------------------------------------------------------------------------------------------------------------------------
Eligible to Earn To the same extent as the No Yes, during vesting period, equal to
DEUs? option that was reloaded dividends that would have been paid
had the shares been issued, deemed
reinvested in unvested shares each
December 31 prior to vesting of the
related shares
- ------------------------------------------------------------------------------------------------------------------------------
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Transfer Restrictions & Forfeiture
Neither the new stock options nor the stock rights award will
be transferable except as designated by the employee by will or by the laws of
descent and distribution.
In general, upon termination of the holder's employment with
Regency, any portion of the new option that is not vested will be forfeited on
the date of termination.
In general, stock rights awards that are not vested on the
date the employee terminates employment with Regency will be forfeited on the
date of termination. In addition, the stock rights award will be subject to
forfeiture upon the violation any confidentiality or non-competition provisions
to which the holder is subject.
See "Vesting" in the table above for information on the
vesting of awards upon termination of employment as a result of death,
disability, retirement or following a change of control.
Dividend Equivalent Units (DEUs)
You have the right to earn dividend equivalent units (DEUs)
with respect to certain of your current options. The DEUs, when vested, allow
you to receive additional shares, based on dividends we pay on our common stock
while your option is outstanding, subject to a maximum of five years for some
options depending on when they were issued. The DEUs vest when the underlying
options vest and are paid in shares when you exercise the underlying options.
The precise amount of the DEUs varies depending on the terms of the option
awards, with the dividend rate generally being measured as a percentage of the
option exercise price and reduced by the average annual dividend yield of the
companies included in the Standard and Poor's 500 Index. The purpose of the DEUs
is to give you the benefit of the significant dividends we are required as a
real estate investment trust to pay on our common stock, to the extent those
dividends exceed the S&P annual dividend rate, as if you had exercised your
options on the option grant date. DEUs compound on DEUs based on our annual
dividend rate, without any reduction based on the S&P 500 annual dividend rate.
The new options you can elect to receive in this offer will
not be entitled to DEUs. However, you will continue to be entitled to earn DEUs
with respect to your current outstanding options regardless of whether you
participate in this offer.
If you elect to participate in the offer and receive a stock
rights award, you will be entitled to earn DEUs during the period between the
grant date of the stock rights award and the vesting of the shares covered by
the award. The DEUs will accrue in an amount equal to the dividends that would
have been paid on the shares underlying the stock rights award, will be deemed
reinvested in additional shares on each December 31 before vesting, and will be
distributed in the form of shares when the related underlying shares vest.
Payment of Exercise Price and Taxes
If you receive new options, you will be permitted to pay the
exercise price of the option in cash or by delivering shares that you have owned
for at least six months. In addition, upon the consent of Regency, you will be
permitted to (1) satisfy the minimum tax withholding required by applicable law
through the surrender of shares you already own or to which you are entitled
upon exercise of the option, and (2) satisfy any additional withholding taxes
through the surrender of shares you have owned for at least six months. You may,
of course, pay the withholding taxes due at exercise in cash.
16
If you receive a stock rights award, you will be permitted
upon the consent of our compensation committee, to (1) satisfy the minimum tax
withholding required by applicable law through the surrender of shares you
already own or to which you are entitled under the stock rights award, and (2)
satisfy any additional withholding taxes through the surrender of shares you
have owned for at least six months. You may also pay the withholding taxes due
in cash.
Registration of Shares Underlying New Options and Stock Rights
Awards
All of the shares of Regency common stock issuable upon
exercise of the new options or vesting of the stock rights awards have been
registered under the U.S. Securities Act of 1933, as amended (the Securities
Act) on registration statements on Form S-8 filed with the SEC. Unless you are
an executive officer of Regency, you will be able to sell the shares issued upon
exercise of the new options or upon vesting of the stock rights award free of
any transfer restrictions under applicable U.S. securities laws.
Dispute Resolution
Any dispute, controversy or claim between Regency and the
holder of the new options or stock rights award will be settled by binding
arbitration conducted in Jacksonville, Florida. Arbitration must be initiated
within one year after the complaining party first knew or should have known of
the facts giving rise to the complaint.
6. Procedure for Electing to Exchange Reload Rights.
Participation in this offer to exchange is voluntary. If you
elect not to participate in this offer, the reload feature on your outstanding
options will remain unchanged.
To participate in this offer, you must complete and deliver
the accompanying election form to:
Jamie Conroy
People Services
Regency Centers Corporation
121 W. Forsyth Street
Suite 200
Jacksonville, Florida 32202
Facsimile: (904) 634-1505
If you believe that any of the individualized information we
have provided to you is incomplete or inaccurate, please contact People Services
as soon as possible. If any corrections or additions are made, we will promptly
send you revised information.
Your election to exchange options through the procedures
described above constitutes your acceptance of the terms and conditions of this
offer. Our acceptance of your reload rights for exchange will constitute a
binding agreement between Regency and you upon the terms and subject to the
conditions of this offer.
17
7. Expiration Date
The expiration date of this offer to exchange is 5:00 p.m.,
Eastern time, on Friday, January 14, 2005, unless we decide to extend it. If we
extend the offer, the term expiration date means the latest time and date at
which the extended offer expires.
8. Withdrawal Rights and Change of Election
You may withdraw all of the reload rights that you previously
elected to exchange at any time prior to the expiration date. If we extend the
offer, you may withdraw your election at any time until the extended expiration
date.
Additionally, although we intend to accept all tendered reload
rights promptly after expiration of the offer, if we have not accepted your
reload rights by 12:00 a.m., Eastern time, on Friday, February 11, 2005, you may
withdraw your election to exchange your reload rights at any time thereafter as
required by Rule 13e-4(f)(2)(ii) of the Securities Exchange Act of 1934.
To validly withdraw your election, you must contact Jamie
Conroy in People Services at (904) 598-7819 and request a withdrawal form.
Regency will then send you a withdrawal form that you must deliver in accordance
with the delivery instructions set forth in Section 6.
You may not rescind any withdrawal. Instead, you must re-elect
to exchange your reload rights before the expiration date. To re-elect to
exchange all of your withdrawn reload rights, you must submit a new election
form to People Services before the expiration date by following the procedures
set forth in Section 6 of this offer. This new election form must be dated after
your original election form and after your withdrawal form. You will be bound by
the last properly submitted election form or withdrawal form we receive before
the expiration date.
If you do not wish to withdraw your election to participate in
the offer, but would like to elect to receive different consideration than you
previously elected (e.g., you previously elected to receive additional options
in exchange for your reload rights and you now desire to change your election to
receive a stock rights award), you must submit a new election form to People
Services before the expiration date by following the procedures set forth in
Section 6 of this offering document. This new election form must be signed and
dated after your original election form.
9. Material U.S. Federal Income Tax Consequences
The following is a general summary of the material federal
income tax consequences of the awards granted pursuant to the offer. This
discussion is based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury Regulations under the Code and administrative and judicial
interpretations, as of the date of this document, all of which are subject to
change (possibly on a retroactive basis). This summary does not discuss all the
tax consequences that may be relevant to you in light of your particular
circumstances and it is not intended to be applicable in all respects to all
categories of participants.
YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO
THE FEDERAL, STATE AND LOCAL CONSEQUENCES OF PARTICIPATING IN THE OFFER, AS WELL
AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION.
18
Stock Options.
If you choose to receive new stock options in the offer, there
are no immediate tax consequences of receiving that award in exchange for your
reload rights. When you exercise the stock options, you will be required to
recognize income in an amount equal to the excess of the fair market value of
the number of shares being purchased, as determined on the date of exercise,
over the exercise price for those shares. Applicable withholding taxes are also
due at this time. Regency will generally be allowed a business expense deduction
at the same time for the amount of any taxable income that you recognize.
Section 162(m) of the Code, however, may limit the deduction that we can claim
in certain circumstances.
If you subsequently sell or otherwise dispose of the shares
acquired under your stock options, you will have a capital gain or loss to the
extent that the amount realized upon the sale or disposition differs from the
tax basis (the fair market value at the time of exercise) of the common stock.
This capital gain or loss will be short-term or long-term depending on the
length of time you have held the shares after the exercise date.
If you pay the exercise price of your stock options using
shares of Regency common stock that you already own ("Payment Shares"), in
general, you will not recognize gain or loss on any unrealized appreciation or
depreciation in the value of the Payment Shares. The basis in the Payment Shares
will carryover to an equal number of the newly acquired shares. You will also
carry over the Payment Shares' holding period for this limited number of new
shares of common stock. Your basis in the excess shares acquired upon exercise
will be their fair market value on the date of exercise and the holding period
for these excess shares will begin at that time.
Stock Rights Award.
If you choose to receive a stock rights award in the offer,
there are no immediate tax consequences of receiving that award in exchange for
your reload rights. Upon vesting of the stock rights and the issuance of shares
to you, you will be required to recognize income in an amount equal to the fair
market value of the shares at that time. Applicable withholding taxes are also
due at this time. Regency will generally be allowed a business expense deduction
for the amount of any taxable income that you recognize at the same time you
recognize this income. Section 162(m) of the Internal Revenue Code, however, may
limit the deduction that can be claimed by us in certain circumstances.
If you subsequently sell or otherwise dispose of the shares
you receive under your stock rights award, you will have a capital gain or loss
to the extent that the amount realized upon the sale or disposition differs from
the tax basis (the fair market value at the time you receive the shares) of the
common stock. This capital gain or loss will be short-term or long-term
depending on the length of time you have held the shares.
Payment of Withholding Taxes with Shares.
If you elect to pay the withholding taxes due upon the
exercise of new options or the vesting of shares subject to a stock rights award
by the delivery of shares that you already own, you will be deemed to have sold
those shares to Regency at their fair market value on the date they are
delivered to us and you will recognize a capital gain or loss to the extent the
fair market value of such shares differs from the shares' tax basis.
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10. Conditions of the Offer
Notwithstanding any other provision of this offer to exchange,
we will not be required to accept any reload rights that employees have elected
to exchange, and we may terminate the offer, or postpone our acceptance and
cancellation of any reload rights that employees have elected to exchange, in
each case, subject to Rule 13e-4(f)(5) under the Exchange Act, if at any time on
or after the date this offer begins, and before the expiration date, any of the
following events has occurred, or has been determined by us, in our reasonable
judgment, to have occurred:
o there has been threatened (orally or in writing) or
instituted or is pending any action, proceeding or
litigation seeking to enjoin, make illegal or delay
completion of the offer or otherwise relating in any
manner to the offer,
o any order, stay, judgment or decree that is issued by
any court, governmental authority or other regulatory
or administrative authority is in effect, or any
statute, rule, regulation, governmental order or
injunction has been proposed, enacted, enforced or
deemed applicable to the offer, any of which might
restrain, prohibit or delay completion of the offer
or impair the contemplated benefits of the offer to
us,
o our stock price has increased or decreased by 25% or
more from $46.00 per share,
o the consummation of the offer will result in an
accounting charge to Regency in excess of $6.8
million, or
o any other event or events occur that have resulted or
is likely to result, in our reasonable judgment, in a
material impairment of the contemplated benefits of
the offer to us.
If any of the above events occur, we may:
o terminate this offer without canceling any reload
rights of holders electing to participate,
o complete and/or extend the exchange offer, subject to
your withdrawal rights,
o amend the terms of this offer, or
o waive any unsatisfied condition and, subject to any
requirement to extend the period of time during which
this offer is open, complete this offer.
The conditions of this offer are for our benefit. We may
assert them in our sole discretion regardless of the circumstances giving rise
to them before the expiration date. We may waive any condition, in whole or in
part, at any time and from time to time before the expiration date, in our sole
discretion. Our failure at any time to exercise any of these rights will not be
deemed a waiver of any such rights. The waiver of any of these rights with
respect to particular facts and circumstances will not be deemed a waiver with
respect to any other facts and circumstances. Any determination we make
concerning the events described in this Section 10 will be final and binding
upon all persons.
20
11. Price Range of the Shares Underlying the New Options and Restricted
Stock
The Regency common stock that underlies the new options or
stock rights award that you may elect to receive in exchange for your reload
rights is traded on the New York Stock Exchange under the symbol "REG." The
following table shows, for the periods indicated, the high and low closing
prices per share of our common stock as reported on the New York Stock Exchange.
Year Ending December 31, 2004 HIGH LOW
---- ---
Fourth Quarter (through November 30, 2004) $52.45 $45.70
Third Quarter $47.08 $41.28
Second Quarter $44.75 $34.30
First Quarter of 2004 $44.98 $37.53
Year Ending December 31, 2003
Fourth Quarter of 2003 $40.53 $35.56
Third Quarter of 2003 $36.95 $34.09
Second Quarter of 2003 $35.72 $32.41
First Quarter of 2003 $33.53 $30.40
Year Ending December 31, 2002
Fourth Quarter of 2002 $32.40 $28.92
Third Quarter of 2002 $31.85 $25.22
Second Quarter of 2002 $31.03 $27.82
First Quarter of 2002 $29.50 $26.88
On December 8, 2004, the last reported sale price of our
common stock, as reported by the New York Stock Exchange, was $52.80 per share.
The book value per share of our common stock as of September
30, 2004 was $18.65.
The following table sets forth the ratio of earnings to fixed
charges at the end of each quarter of 2004:
Ratio of Earnings to
Year Ended December 31, 2004 Fixed Charges
First Quarter 2.2
Second Quarter 2.0
Third Quarter 2.0
The ratio of earnings to fixed charges is computed by dividing
earnings by fixed charges. The term "fixed charges" for Regency includes the sum
of the following: (a) interest expensed and capitalized, (b) amortized premiums,
discounts and capitalized expenses related to indebtedness and (c) dividends
paid on preferred stock and preferred units. The term "earnings" for Regency is
the amount resulting from adding (a) income from continuing operations before
adjustment for minority interests in consolidated subsidiaries, (b) fixed
21
charges and (c) cash distributed by equity investees; then subtracting from the
total of added items (a) capitalized interest, (b) dividends paid on preferred
stock and preferred units and (c) equity in income of investments in real estate
partnerships.
You should evaluate current market quotes for our common
stock, among other factors, before deciding whether or not to accept this offer.
If you elect to receive new stock options in exchange for your reload rights,
the exercise price of the new options will be equal to the closing price of our
common stock on the last trading day before the new option grant date.
12. Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Options or Stock Rights Awards
As of December 8, 2004, our executive officers and directors
(a total of 12 persons) as a group held options with reload rights to purchase a
total of 897,699 of our shares, which represented approximately 52% of the
shares subject to all options outstanding under our Long Term Omnibus Plan as of
that date. The following table sets forth the beneficial ownership of each of
our executive officers and directors of options with reload rights as of
December 8, 2004.
Number of Shares Covered by
Outstanding Options with Percentage of Total
Name and Position (1) Reload Rights Outstanding Options
--------------------- ------------- -------------------
Martin E. Stein, Jr. 454,752 26%
Chairman of the Board and Chief
Executive Officer (2)
Mary Lou Fiala 169,874 10%
President, Chief Operating Officer
and Director (2)
Bruce M. Johnson 175,311 10%
Managing Director, Chief Financial
Officer and Director(2)
Raymond L. Bank 15,390 <1%
Director (3)
C. Ronald Blankenship 0 0
Director (3)
A. R. Carpenter 13,125 <1%
Director (3)
J. Dix Druce, Jr. 16,777 1%
Director (3)
Douglas S. Luke 16,301 <1%
Director (3)
22
Number of Shares Covered by
Outstanding Options with Percentage of Total
Name and Position (1) Reload Rights Outstanding Options
--------------------- ------------- -------------------
John C. Schweitzer 21,920 1%
Director (3)
Thomas G. Wattles 0 0
Director (3)
Terry N. Worrell 14,249 <1%
Director (3)
- ---------------------------------------
(1) The address of each executive officer and director is c/o Regency Centers
Corporation, 121 W. Forsyth Street, Suite 200, Jacksonville, Florida 32202.
(2) Not eligible to elect to receive a stock rights award.
(3) Not eligible to participate in the offer.
Except as described below, neither we, nor, to the best of our knowledge, any of
our executive officers or directors, nor any affiliates of ours, were engaged in
transactions involving options with reload rights to purchase our common stock
during the past 60 days before and including December 8, 2004:
Name of Executive Number of Options with Payment/
Officer/Director and Date of Reload Rights Exercised & Transaction
Position Transaction Exercise Price Per Share Details
-------- ----------- ------------------------ -------
Martin E. Stein, Jr. 09/20/2004 96,098 options Surrendered 85,107 shares and received a reload option
Chief Executive Officer $37.68/share for 85,107 shares with an exercise price of
$45.95/share.
10/29/04 65,250 options Surrendered 57,992 shares and received a reload option
$40.30/share for 57,992 shares with an exercise price of
$48.85/share.
____________________________________________________________________________________________________________________________________
Mary Lou Fiala 09/20/04 9,621 options
Chief Operating Officer $19.8125/share
13,909 options
$23.00/share
5,433 options Surrendered 79,206 shares and received a reload option
$26.40/share for 79,206 shares with an exercise price of
$45.95/share.
10,877 options
$30.90/share
52,435 options
$32.03/share
9,768 options
$37.68/share
____________________________________________________________________________________________________________________________________
23
Name of Executive Number of Options with Payment/
Officer/Director and Date of Reload Rights Exercised & Transaction
Position Transaction Exercise Price Per Share Details
-------- ----------- ------------------------ -------
Bruce Johnson 10/29/04 37,477 options Surrendered 33,309 shares and received a reload option
Managing Director and $40.30/share for 33,309 shares with an exercise price of
Chief Financial Officer $48.85/share.
____________________________________________________________________________________________________________________________________
A.R. Carpenter 12/02/04 2,034 options Surrendered 1,627 shares and received a reload option
Director $42.11 for 1,627 shares with an exercise price of
$52.62/share.
____________________________________________________________________________________________________________________________________
Terry N. Worrell 11/02/04 1,250 options
Director $22.0625/share
Surrendered 1,926 shares and received a reload option
1,250 options for 1,926 shares with an exercise price of $49.67/share
$24.60/share
1,250 options
$29.90/share
13. Legal Matters; Regulatory Approvals
We are not aware of any license or regulatory permit material
to our business that may be adversely affected by our exchange of reload rights
and issuance of new options and stock rights awards as contemplated by the
offer, or of any approval or other action by any government or governmental,
administrative or regulatory authority or agency or the New York Stock Exchange
that would be required for your acquisition or ownership of our options, stock
rights awards or our stock as contemplated herein. Should any additional
approval or other action be required, we presently contemplate that we will seek
such approval or take such action. Our obligation under the offer to issue new
options or stock rights awards for reload rights is subject to the conditions
described in Section 10 of this offer to exchange.
If we are prohibited by applicable laws or regulations from
granting new options or stock rights awards on the new grant date, we will not
grant any new options or stock rights awards or cancel any reload rights. We are
unaware of any such prohibition at this time.
14. Extension of Offer; Termination and Amendment
We reserve the right, in our discretion, at any time prior to
the expiration of the offer and regardless of whether or not any event listed in
Section 10 of this offering document to exchange has occurred or is deemed to
have occurred, to extend the period of time during which the offer is open and
delay the acceptance for exchange of any reload rights. If we elect to extend
the period of time during which the offer is open, we will give you written
notice of the extension and delay. If we extend the expiration date, we will
24
also extend your right to withdraw elections to participate until the extended
expiration date.
We also reserve the right, in our reasonable judgment, before
the expiration date to postpone acceptance and cancellation of any reload rights
elected to be exchanged regardless of whether any of the events listed in
Section 10 occurs, by giving written notice of the termination or postponement
to you. Our reservation of the right to delay our acceptance and cancellation of
reload rights to be exchanged is limited by Rule 13e-4(f)(5) under the Exchange
Act, which requires that we must pay the consideration offered or return the
reload rights promptly after termination or withdrawal of a tender offer.
Subject to compliance with applicable law, we further reserve
the right, before the expiration date, in our discretion, and regardless of
whether any event listed in Section 10 of this offering document to exchange has
occurred or is deemed by us to have occurred, to amend the offer in any respect,
including upon a material change in the price of our common stock, by decreasing
or increasing the consideration offered to option holders with reload rights or
by decreasing the amount of reload rights being sought in this offer.
The minimum period during which the offer will remain open
following material changes in the terms of the offer or in the information
concerning the offer, other than a change in the consideration being offered by
us or a change in the amount of existing reload rights sought, will depend on
the facts and circumstances of such change, including the relative materiality
of the terms or information changes. If we modify the number of reload rights
being sought in this offer or the consideration being offered by us for the
reload rights, the offer will remain open for at least ten business days from
the date of notice of such modification. If any term of the offer is amended in
a manner that we determine constitutes a material change adversely affecting any
holder of reload rights, we will promptly disclose the amendments in a manner
reasonably calculated to inform the holder of the amendment, and we will extend
the offer period so that at least five business days, or such longer period as
may be required by the tender offer rules, remain after the change.
For purposes of the offer, a "business day" means any day
other than a Saturday, Sunday or a U.S. federal holiday and consists of the time
period from 12:01 a.m. through 12:00 midnight, Eastern time.
15. Accounting Treatment of the Transaction
Under SFAS Statement 123, "Accounting for Stock-Based
Compensation," which we intend to adopt effective January 1, 2005, we will be
required to recognize compensation expense for the fair value of the stock
options and stock rights awards that we grant under the reload exchange program.
We will determine the fair value of the new awards on the date of grant using
the binomial option pricing model (the same valuation method our consultants
applied to value the reload rights), and we will expense the fair value of each
award ratably as the award vests. Because we will use the date of grant to
determine the fair value of the new awards, we will use the closing stock price
on the date preceding the date of grant rather than the stock price used by our
consultants for purposes of computing the estimated present value. We have
designed the new awards to result in approximately the same compensation expense
per share regardless of whether employees select options or stock rights awards
in exchange for their reload rights.
If each employee with reload options on December 8, 2004
elected to cancel their reload rights for new options or stock rights awards,
the total compensation expense we would recognize would be approximately $6.1
25
million if the closing price of our common stock on the grant date is $52.00 per
share. We would recognize this expense ratably over the four-year vesting period
of the new awards.
Under SFAS Statement 123, we will be required to recognize
compensation expense on the date of issuance for the fair value of any reload
options issued under reload rights that remain in place after completion of the
reload exchange program. If all existing reload rights were exercised in 2005 at
an exercise price of $52.00 per share, we would recognize total compensation
expense of approximately $6.5 million. We are not able to determine the total
compensation expense that would be associated with the exercise of existing
reload rights because the amount will increase or decrease as our stock price
increases or decreases and will depend on the extent to which reload rights are
actually exercised.
16. Financial Statements
Our financial statements that are included in our annual
report on Form 10-K for our year ended December 31, 2003, and our unaudited
financial statements that are included in our quarterly report on Form 10-Q for
the quarter ended September 30, 2004, are hereby incorporated by reference. More
complete financial information may be obtained by accessing our public filings
with the SEC by following the instructions in Section 19 of this offer to
exchange.
17. Fees and Expenses
We will not pay and fees or commissions to any broker, dealer
or other person for soliciting reload rights to be exchanged through this offer.
18. Information Concerning Regency
Regency Centers Corporation, a Florida corporation, is a real
estate investment trust. Our executive offices are located at 121 W. Forsyth
Street, Suite 200, Jacksonville, Florida 32202, and our telephone number is
(904) 598-7000.
19. Additional Information
This offer to exchange is part of a Tender Offer Statement on
Schedule TO that we have filed with the SEC. This offer to exchange does not
contain all of the information contained in Schedule TO and the exhibits to the
Schedule TO. We recommend that you review the Schedule TO, including its
exhibits, and the following materials that we have filed with the SEC before
making a decision on whether to elect to exchange your reload rights. These
filings, our quarterly and current reports, our proxy statements and our other
SEC filings may be examined, and copies may be obtained, at the SEC's public
reference room, at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
You may obtain information on the operation of the public reference room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the
public on the SEC's Internet site at http://www.sec.gov and on our Internet site
at http://www.regencycenters.com.
Each person to whom a copy of this offer to exchange is
delivered may obtain a copy of any or all of the documents to which we have
referred you, other than exhibits to these documents, unless the exhibits are
specifically incorporated by reference into these documents, at no cost, by
writing to us at Regency Centers Corporation, 121 W. Forsyth Street, Suite 200,
Jacksonville, Florida 32202, Attention: People Services, or by contacting us at
(904) 598-7819. For additional copies of the offer documents and for
administrative information, you should contact:
26
Jamie Conroy
People Services
Regency Centers Corporation
121 W. Forsyth Street
Suite 200
Jacksonville, Florida 32202
(904) 598-7819
For questions about the offer to exchange, contact either Hap
Stein, Mary Lou Fiala or Bruce Johnson at:
Regency Centers Corporation
121 W. Forsyth Street
Suite 200
Jacksonville, Florida 32202
(904) 598-7000
We are not making any recommendations about whether or not you
should participate in this offer. You should read the information contained in
this offering document about us together with the information contained in the
documents to which we have referred you, in making your decision as to whether
or not to participate in this offer.
20. Miscellaneous
We are not aware of any jurisdiction where the making of this
offer is not in compliance with applicable law. If we become aware of any
jurisdiction where the making of the offer is not in compliance with any valid
applicable law, we will make a good faith effort to comply with such law. If,
after such good faith effort, we cannot comply with such law, the offer will not
be made to, nor will reload rights be accepted from, option holders residing in
such jurisdiction.
REGENCY CENTERS CORPORATION
December 10, 2004
27
Exhibit (a)(2)
[GRAPHIC OMITTED]
Regency Centers
Regency Centers Reload Exchange Program
Sample Individualized Letter for John Doe
Prepared for JOHN DOE on DATE
Background & Business Logic
- ---------------------------
o The Financial Accounting Standards Board (FASB) is requiring public
companies to begin expensing stock options based on the grant date
"fair value" beginning in 2005. These rules treat each reload grant as
a new award that must be expensed. Therefore, there is a risk to
Regency of unpredictable significant future compensation expense based
on the historic exercise pattern of option holders with reloads. Had
expensing of option reloads been mandated over the past three years,
Regency would have expensed roughly $4 million each year.
o Regency's Board of Directors asked Management to analyze alternatives
that would eliminate or significantly reduce future reload expense. In
response, Management commissioned Deloitte Consulting to establish a
fair and appropriate value of the existing reload rights and assist
Management with determining a reasonable buyout.
o Deloitte Consulting in coordination with Montgomery Investment
Technologies, an investment firm specializing in option valuations,
developed a custom valuation model to determine the value of the reload
feature for all of Regency's outstanding stock options.
o In consideration of the reload value and in an effort to protect
Regency's earnings from the unpredictable significant cost of potential
future reload grants, Management and the Board of Directors decided to
offer employees additional equity compensation in exchange for the
forfeiture of their reload rights on outstanding options.
Reload Value
- ------------
As of December 8, 2004, you have 20,020 outstanding stock options. The estimated
present value of the reload feature on your outstanding stock options is
$93,578.(1) Please see the attached spreadsheet for more details.
Proposed Alternatives
- ---------------------
Three alternatives are presented below for your consideration. The first two
alternatives offer equity compensation in exchange for the reload right. The
third alternative allows employees to choose not to participate in the reload
buyout.
Alternative 1 - Exchange Reload Feature for Additional Stock Options
--------------------------------------------------------------------
You will receive an additional stock option grant in exchange for the
forfeiture of the reload feature on all outstanding stock options. The new
stock option grant is detailed as follows:
Number of Options 11,997
Estimated Present Value $93,578
Date of Grant January 17, 2005
Exercise Price Fair Market Value on January 17, 2005
Expiration Date January 17, 2015
Vesting Schedule 25% per year for 4 years
DEU Status Not eligible for Dividend Equivalent Units
- --------
1 If Regency's stock price changes by more than 25% from $46 per share
on the transaction date, the offer will be subject to re-approval by the Board
of Directors.
[GRAPHIC OMITTED]
Regency Centers
Regency Centers Reload Exchange Program
Sample Individualized Letter for John Doe
Alternative 2 - Exchange Reload Feature for Stock Rights Award
- --------------------------------------------------------------
You will receive a stock rights award in exchange for the forfeiture of the
reload feature on all outstanding stock options. The new stock rights award
that would be granted to you is detailed as follows:
Number of Shares 1,302
Estimated Present Value $59,890
Date of Grant January 17, 2005
Vesting Schedule 25% per year for 4 years
DEU Status Eligible to earn Dividend Equivalent
Units during vesting period
Alternative 3 - No Exchange
---------------------------
Participants may elect not to participate in the reload exchange program.
The reload feature on all outstanding stock options will remain unchanged.
Questions About the Alternatives
- --------------------------------
How was the value of my reload options calculated?
-------------------------------------------------
Each individual outstanding option award was valued independently using a
customized binomial option pricing model. The remaining term of the option
and the exercise price of the option are the primary factors in the model.
Other inputs include the volatility of REG, risk-free interest rates,
Regency's dividend yield and the exercise behavior of employees (e.g., the
mature share requirement and the 20% appreciation rule).
Example:
You have 5,000 outstanding options with an exercise price equal to
$23.00 and 6 years remaining. Plugging $23.00 and 6 years into the
reload valuation model yields a reload value of $4.85. The value of the
reload is multiplied times the number of options ($4.85 times 5,000 =
$24,250). The estimated value of the reload feature for this grant is
$24,250.
Why is the value of the stock option alternative different from the value
-------------------------------------------------------------------------
of the stock rights award alternative?
-------------------------------------
The values of the alternatives differ to preserve the equality of the
accounting charges Regency will incur for the buyout over the next four
years. The estimated value of each alternative has been determined so that
the future expense to Regency is equal, no matter which alternative is
selected.
Which employees are offered this reload buyout?
----------------------------------------------
All employees with outstanding options are offered the same three
alternatives, with the exception of Hap, Mary Lou and Bruce. The Board of
Directors determined their reload exchange to be Alternative 1, i.e.,
reload rights for additional stock options. Stock options are shareholder
friendly and tied to shareholder value creation. By exchanging stock
options for stock options, the original intent of the reload feature is
preserved. Non-employee board members with outstanding options are not
included in this reload buyout. Their decision to authorize this buyout was
made without any personal financial consequences.
[GRAPHIC OMITTED]
Regency Centers
Regency Centers Reload Exchange Program
Sample Individualized Letter for John Doe
If I forfeit my reloads, will I continue to receive Dividend Equivalent
-----------------------------------------------------------------------
Units (DEUs) on my outstanding stock options?
--------------------------------------------
Yes, you will continue to receive DEUs on your current eligible outstanding
stock options. The only change will be your ability to receive a reload
grant when you exercise your stock options.
What are the next steps?
-----------------------
You are encouraged to review the Offer to Exchange which accompanies this
letter and discuss your buyout alternatives with Hap, Mary Lou or Bruce.
Your timely submission of the accompanying Buyout Election Form is
critical. Once you determine which alternative you wish to choose, please
complete the attached form, sign and return to Jamie Conroy in
Jacksonville. After your election form is submitted and processed, you will
receive the appropriate legal documents necessary to execute the
transaction. If you have any administrative questions, please contact Jamie
at (904) 598-7819.
[GRAPHIC OMITTED]
Regency Centers
Regency Centers Reload Exchange Program
Sample Individualized Letter for John Doe
Regency Centers Corporation
Summary of Outstanding Options and Estimated Reload Value
12/08/2004
Number
Options Exercise
Name Grant Date Description Expires Outstanding Price
- --------------------------------------------------------------------------------------------------------------
John Doe 08/15/03 Reload - 7/29/99 Option Exercise 07/29/09 268 $35.440
John Doe 08/16/03 Reload - 2/7/02 (orig 12/15/98) 12/15/08 6,470 $35.440
John Doe 02/17/04 Reload - orig 12/14/99 remaining 25% 12/14/09 882 $41.650
John Doe 02/19/04 Reload - 12/4/01 25% Year End Grant 12/14/11 585 $41.650
John Doe 02/20/04 Reload - 12/15/98 & 2/7/02 Reload 12/15/08 1,742 $41.650
John Doe 02/22/04 Reload - 7/29/99 & 8/8/02 Reload 07/29/09 1,221 $41.650
John Doe 02/23/04 Reload - 12/14/99, 2/5/01, & 8/9/02 Reload 12/14/09 1,563 $41.650
John Doe 08/19/04 Reload - orig 12/14/99, 2/5/01 & 8/9/02 12/14/09 92 $43.500
John Doe 08/21/04 Reload - orig 12/15/98 & 2/7/03 Grant 12/15/08 2,458 $43.500
John Doe 08/22/04 Reload - orig 12/14/99 & 2/8/03 Grant 12/14/09 821 $43.500
John Doe 08/23/04 Reload - orig 7/29/99, 8/7/01 & 2/9/03 07/29/09 2,321 $43.500
John Doe 08/28/04 Reload - orig 7/29/99 & 8/15/03 Option 07/29/09 1,025 $43.500
John Doe 08/29/04 Reload - orig 12/14/01 & 2/21/03 Grant 12/14/11 572 $43.500
- --------------------------------------------------------------------------------------------------------------
John Doe TOTAL 20,020
==============================================================================================================
Number Percent Reload Total
Options Options Value Reload
Name Vested Vested Per Option Value
- -------------------------------------------------------------------
John Doe 268 100% $4.80 $1,287
John Doe 6,470 100% $3.77 $24,391
John Doe 882 100% $5.22 $4,604
John Doe 585 100% $7.08 $4,142
John Doe 1,742 100% $4.15 $7,229
John Doe 1,221 100% $5.22 $6,374
John Doe 1,563 100% $5.22 $8,159
John Doe 92 100% $5.35 $492
John Doe 2,458 100% $4.26 $10,471
John Doe 821 100% $5.35 $4,392
John Doe 2,321 100% $5.35 $12,417
John Doe 1,025 100% $5.35 $5,484
John Doe 572 100% $7.23 $4,136
- ------------------------------------------------------------
John Doe 20,020 $93,578
============================================================
Exhibit (a)(3)
[GRAPHIC OMITTED]
Regency Centers
Regency Centers Reload Exchange Program
Election Form
(California, Oregon and Texas Residents)
I, ____________________________________________________________ (please print),
hereby acknowledge that I have received the Offer to Exchange Reload Rights for
New Options or Stock Rights Awards and elect the following alternative.
(Please place an "X" next to the alternative you choose. Choose
only one alternative.)
_____ Alternative 1 Exchange 100% of my reload rights for
additional stock options
_____ Alternative 2 Exchange 100% of my reload rights for a
stock rights award
_____ Alternative 3 No participation, retain my reload rights
- ------------------------------------------------------
Signature
- ---------------------------------
Date
If you are married, your spouse must sign below as indicated; your failure to
provide your spouse's signature constitutes your express representation and
warranty to Regency Centers that either you are not married or your spouse has
no community or other marital property rights in the reload rights or the
associated stock options or stock rights award.
I am the spouse of the signatory above, and to the extent of any community
property or other marital rights I may have in the reload rights or the stock
options or stock rights award to which they relate, I hereby consent to the
alternative chosen above.
- ------------------------------------------------------
Signature
Please return this form by 5 p.m. Eastern time, Friday, January 14, 2005 to:
Jamie Conroy
People Services
Regency Centers Corporation
121 W. Forsyth Street
Suite 200
Jacksonville, Florida 32202
Facsimile: (904) 634-1505
Exhibit (a)(4)
[GRAPHIC OMITTED]
Regency Centers
Regency Centers Reload Exchange Program
Election Form
(Colorado, Florida, Georgia, Missouri, Ohio and Virginia Residents)
I, ____________________________________________________________ (please print),
hereby acknowledge that I have received the Offer to Exchange Reload Rights for
New Options or Stock Rights Awards and elect the following alternative.
(Please place an "X" next to the alternative you choose.
Choose only one alternative.)
_____ Alternative 1 Exchange 100% of my reload rights for
additional stock options
_____ Alternative 2 Exchange 100% of my reload rights for a stock
rights award
_____ Alternative 3 No participation, retain my reload rights
- ------------------------------------------------------
Signature
- ---------------------------------
Date
Please return this form by 5 p.m. Eastern time, Friday, January 14, 2005 to:
Jamie Conroy
People Services
Regency Centers Corporation
121 W. Forsyth Street
Suite 200
Jacksonville, Florida 32202
Facsimile: (904) 634-1505
Exhibit (a)(5) Dear Regency Stock Option Holders, On Monday, December 13th, you will receive via inter-office mail delivery an important packet of information regarding your outstanding stock options and the announcement of our Reload Exchange Program. Please read the information carefully and follow the instructions provided. We will hold a conference call on Monday, December 13th at 2:00pm Eastern time to discuss the Reload Exchange Program and answer any questions you may have. Dial-in instructions for the call are detailed below. If you cannot participate in the call, please feel free to call any member of the Operating Committee or Jamie Conroy in People Services with any questions. Regards, Hap Dial-in Instructions: - -------------------- TBD