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SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 29, 2005
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REGENCY CENTERS CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 001-12298 59-3191743
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 West Forsyth Street, Suite 200 32202
Jacksonville, Florida -----
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904)-598-7000
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Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230 .425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On July 29, 2005, Regency Centers Corporation ("Regency") entered into an
Amendment to Confirmation (the "Amendment") with Citibank, N.A. ("Citibank")
amending a forward stock purchase agreement dated March 30, 2005 (the "Original
Forward Purchase Contract") that Regency previously reported on a Form 8-K dated
March 30, 2005. Regency entered into the Original Forward Purchase Contract in
connection with the sale by Citibank's affiliate, Citigroup Global Markets,
Inc., in an underwritten public offering of 4,312,500 borrowed shares of
Regency's common stock. The Original Forward Purchase Contract provided for
Regency to issue and sell to Citibank 4,412,500 shares no later than August 1,
2005.
The Amendment extends the final settlement date for 530,000 shares covered by
the Original Forward Purchase Contract to October 31, 2005, and provides for the
settlement of the remaining 3,782,500 shares on August 1, 2005.
As reported on a Form 8-K dated July 13, 2005, Regency's operating partnership,
Regency Centers, L.P., has issued $350 million of 5.25% notes and used part of
the net proceeds to reduce outstanding indebtedness under a bridge loan obtained
on June 1, 2005 to fund a portion of its investment in its new joint venture
with Macquarie CountryWide Trust. The new joint venture acquired a 100-property
portfolio on that date from the California Public Employees Retirement System
and an affiliate of First Washington Realty, Inc. As a result of this pay down,
which Regency had anticipated making out of the proceeds from the settlement of
the Original Forward Purchase Contract, Regency will defer the settlement of
530,000 shares and use the proceeds from the deferred settlement to pay the
redemption price of $24 million of 8.75% Series F preferred units of its
operating partnership that first become redeemable on September 8, 2005.
Regency will use a portion of the net proceeds from the August 1 settlement
under the Amendment to pay the redemption price of $30 million of 8.75% Series E
preferred units of its operating partnership that the partnership has called for
redemption on August 1, 2005.
Regency will apply the remaining net proceeds from all settlements under the
Amendment to reduce outstanding indebtedness under its line of credit.
Item 9.01 Financial Statements and Exhibits
C. Exhibits:
10.1 Amendment to Confirmation dated as of July 29, 2005 between Citibank
N.A. and Regency Centers Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGENCY CENTERS CORPORATION
(registrant)
August 1, 2005 By: /s/ J. Christian Leavitt
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J. Christian Leavitt, Senior Vice
President and Chief Accounting
Officer
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EXECUTION VERSION
AMENDMENT TO CONFIRMATION
dated as of July 29, 2005
CITIBANK, N.A. and REGENCY CENTERS CORPORATION
("Citibank") ("Counterparty")
have entered into a letter agreement, dated March 30, 2005 (the "Agreement"),
setting forth the terms and conditions of the transaction entered into between
Citibank and Counterparty with a Trade Date of March 30, 2005. The parties
hereby amend the Agreement as set forth in this Amendment (this "Amendment").
Capitalized terms used herein that are not otherwise defined shall have the
meaning assigned to them in the Agreement.
Accordingly, the parties agree as follows:--
1. Definitions
a. The definition of "Initial Pricing Period" is hereby amended by
replacing the date "August 1, 2005" with the date "October 31,
2005".
b. The definition of "Settlement Date" is hereby amended by replacing
the date "August 1, 2005" with the date "October 31, 2005".
2. Accelerated Unwind
a. Pursuant to the provisions for Accelerated Unwind, Counterparty
shall be deemed to have irrevocably and timely elected to
accelerate the Settlement Date to August 1, 2005, for a number of
Unwind Shares equal to 3,782,500 Shares.
b. For the purpose of the Accelerated Unwind described in Paragraph
2(a) above, the Settlement Method shall be Physical Settlement.
3. Representations
Each party represents to the other party that:--
a. Status. It is duly organized and validly existing under the laws
of the jurisdiction of its organization or incorporation and, if
relevant under such laws, in good standing;
b. Powers. It has the power to execute and deliver this Amendment and
to perform its obligations under this Amendment and has taken all
necessary action to authorize such execution, delivery and
performance;
c. No Violation or Conflict. Such execution, delivery and performance
do not violate or conflict with any law applicable to it, any
provision of its constitutional documents, any order or judgment
of any court or other agency of government applicable to it or any
of its assets or any contractual restriction binding on or
affecting it or any of its assets;
d. Consents. All governmental and other consents that are required to
have been obtained by it with respect to this Amendment have been
obtained and are in full force and effect and all conditions of
any such consents have been complied with;
e. Obligations Binding. Its obligations under this Amendment
constitute its legal, valid and binding obligations, enforceable
in accordance with its respective terms (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in
equity or at law)); and
f. Absence of Certain Events. No Event of Default or Potential Event
of Default or, to its knowledge, Termination Event (each as
defined in the Agreement) with respect to it has occurred and is
continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under
this Amendment.
4. Miscellaneous
a. Entire Agreement. The Agreement and this Amendment constitute the
entire agreement and understanding of the parties with respect to
its subject matter and supersedes all oral communication and prior
writings with respect thereto.
b. Amendments. No amendment, modification or waiver in respect of
this Amendment will be effective unless in writing (including a
writing evidenced by a facsimile transmission) and executed by
each of the parties.
c. Counterparts. This Amendment may be executed and delivered in
counterparts (including by facsimile transmission), each of which
will be deemed an original.
d. Headings. The headings used in this Amendment are for convenience
of reference only and are not to affect the construction of or to
be taken into consideration in interpreting this Amendment.
e. Governing Law. This Amendment will be governed by and construed in
accordance with the laws of the State of New York (without
reference to choice of law doctrine).
f. Agreement Continuation. The Agreement, as modified herein, shall
continue in full force and effect. All references to the Agreement
in the Agreement or any document related thereto shall for all
purposes constitute references to the Agreement as amended hereby.
IN WITNESS WHEREOF the parties have executed this Amendment with effect from the
date specified on the first page of this Amendment.
CITIBANK, N.A. REGENCY CENTERS CORPORATION
By: /s/ William Ortner By: /s/ Bruce M. Johnson
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Name: William Ortner Name: Bruce M. Johnson
Title: Authorized Representative Title: Managing Director and CFO
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