UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10 - K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _________
Commission File Number 1-12298
REGENCY CENTERS CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 59-3191743
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
121 West Forsyth Street, Suite 200 (904) 598-7000
Jacksonville, Florida 32202 (Registrant's telephone No.)
(Address of principal (zip code)
executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value
(Title of Class)
New York Stock Exchange
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
----
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. YES (X) NO ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
The aggregate market value of the voting and non-voting common stock held by
non-affiliates of the Registrant was approximately $661,709,989 based on the
closing price on the New York Stock Exchange for such stock on March 20, 2002
The approximate number of shares of Registrant's voting common stock outstanding
was 58,109,679 as of March 20, 2002.
Documents Incorporated by Reference
Portions of the Registrant's Proxy Statement in connection with its 2002 Annual
Meeting of Shareholders are incorporated by reference in Part III.
We are filing an amendment to our original Form 10-K to provide further
disclosure about our accounting policies and also our agreements with Security
Capital Group. We modified footnote 1(a) Organization and Principles of
Consolidation to clarify our consolidation policy with respect to voting
control. We modified footnote 1(c) Real Estate Investments by adding additional
disclosures related to the impairment losses recorded in 2001 and 2000. We
modified footnote 6 Stockholders' Equity and Minority Interest to provide
additional disclosures about the agreements between Regency and Security
Capital Group.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements and Financial Statement Schedules:
Regency's 2001 financial statements and financial statement schedule,
together with the report of KPMG LLP are listed on the index
immediately preceding the financial statements at the end of this
report.
(b) Reports on Form 8-K:
None
(c) Exhibits:
3. Articles of Incorporation and Bylaws
(i) Restated Articles of Incorporation of Regency Centers
Corporation as amended to date (incorporated by
reference to the Company's Form 10-K filed March 22,
2002).
(ii) Restated Bylaws of Regency Centers Corporation,
(incorporated by reference to Exhibit 10 of the
Company's Form 10-Q filed November 7, 2000).
4. (a) See exhibits 3(i) and 3(ii) for provisions of the Articles of
Incorporation and Bylaws of Regency Centers Corporation
defining rights of security holders.
(b) Indenture dated July 20, 1998 between Regency Centers, L.P.,
the guarantors named therein and First Union National Bank, as
trustee (incorporated by reference to Exhibit 4.1 to the
registration statement on Form S-4 of Regency Centers, L.P.,
No. 333-63723).
(c) Indenture dated March 9, 1999 between Regency Centers, L.P.,
the guarantors named therein and First Union National Bank, as
trustee (incorporated by reference to Exhibit 4.1 to the
registration statement on Form S-3 of Regency Centers, L.P.,
No. 333-72899)
(d) Indenture dated December 5, 2001 between Regency Centers,
L.P., the guarantors named therein and First Union National
Bank, as trustee (incorporated by referenced to Exhibit 4.4 of
Form 8-K of Regency Centers, L.P. filed December 10, 2001,
File No. 0-24763)
10. Material Contracts
~(a) Regency Centers Corporation 1993 Long Term Omnibus
Plan, as amended, incorporated by reference to
Exhibit 10.2 of the Company's 10-K filed March 19,
2001.
~*(b) Form of Stock Purchase Award Agreement
~*(c) Form of Management Stock Pledge Agreement, relating
to the Stock Purchase Award Agreement filed as
Exhibit 10(b)
~*(d) Form of Promissory Note, relating to the Stock
Purchase Award Agreement filed as Exhibit 10(b)
~*(e) Form of Option Award Agreement for Key Employees
~*(f) Form of Option Award Agreement for Non-Employee
Directors
~*(g) Annual Incentive for Management Plan
~*(h) Form of Director/Officer Indemnification Agreement
~*(i) Form of Non-Competition Agreement between Regency
Centers Corporation and Joan W. Stein, Robert L.
Stein, Richard W. Stein, the Martin E. Stein
Testamentary Trust A and the Martin E. Stein
Testamentary Trust B.
(j) The following documents relating to the purchase by
Security Capital U.S. Realty and Security Capital
Holdings, S.A. of up to 45% of the Registrant's
outstanding common stock:
++ (i) Stock Purchase Agreement dated June 11, 1996.
++ (ii) Stockholders' Agreement dated July 10, 1996.
(A) First Amendment of Stockholders'
Agreement dated February 10, 1997
(incorporated by reference to the
Company's Form 8-K report filed
March 14, 1997)
(B) Amendment No. 2 to Stockholders'
Agreement dated December 4, 1997
(incorporated by reference to Exhibit
6.2 to Schedule 13D/A filed by
Security Capital U.S. Realty on
December 11, 1997)
(C) Amendment No. 3 to Stockholders
Agreement dated September 23, 1998
(incorporated by reference to Exhibit
8.2 to Schedule 13D/A filed by
Security Capital U.S. Realty on
October 2, 1998)
(D) Letter Agreement dated June 14, 2000
to Stockholders Agreement dated
September 23, 1998 (incorporated by
reference to Exhibit 10.2 to
Schedule 13D/A filed by Security
Capital U.S. Realty on September 27,
2000)
- --------------------------
~ Management contract or compensatory plan or arrangement filed
pursuant to S-K 601(10)(iii)(A).
* Included as an exhibit to Pre-effective Amendment No. 2 to the
Company's registration statement on Form S-11 filed October 5, 1993
(33-67258), and incorporated herein by reference
++ Filed as appendices to the Company's definitive proxy statement
dated August 2, 1996 and incorporated herein by reference.
2
++ (iii) Registration Rights Agreement dated July 10,
1996.
(k) Stock Grant Plan adopted on January 31, 1994 to grant
stock to employees (incorporated by reference to the
Company's Form 10-Q filed May 12, 1994).
~@ (l) Criteria for Restricted Stock Awards under 1993 Long
Term Omnibus Plan.
~@ (m) Form of 1996 Stock Purchase Award Agreement.
@ (n) Form of 1996 Management Stock Pledge Agreement
relating to the Stock Purchase Award Agreement filed
as Exhibit 10(o).
~@ (o) Form of Promissory Note relating to 1996 Stock
Purchase Award Agreement filed as Exhibit 10(o).
(p) Fourth Amended and Restated Agreement of Limited
Partnership of Regency Centers, L.P., as amended,
incorporated by reference to Exhibit 3(i) of the
Form 10-K filed by Regency Centers, L.P. on
March 26, 2002.
(q) Second Amended and Restated Credit Agreement dated as
of July 21, 2000 by and among Regency Centers, L.P.,
a Delaware limited partnership (the "Borrower"),
Regency Realty Corporation, a Florida corporation
(the "Parent"), each of the financial institutions
initially a signatory hereto together with their
assignees, (the "Lenders"), and Wells Fargo Bank,
National Association, as contractual representative
of the Lenders to the extent and in the manner
provided, (incorporated by reference to Exhibit 10 of
the Company's Form 10-Q filed November 7, 2000).
~(r) Amended and Restated Severance and Change of Control
Agreement dated as of April, 2002 by and between
REGENCY CENTERS CORPORATION, a Florida corporation
(the "Company") and Martin E. Stein, Jr. (the
"Employee")
~(s) Amended and Restated Severance and Change of Control
Agreement dated as of April, 2002 by and between
REGENCY CENTERS CORPORATION, a Florida corporation
(the "Company") and Bruce M. Johnson (the "Employee")
~(t) Amended and Restated Severance and Change of Control
Agreement dated as of April, 2002 by and between
REGENCY CENTERS CORPORATION, a Florida corporation
(the "Company") and Mary Lou Fiala (the "Employee")
21. Subsidiaries of the Registrant (incorporated by reference to the
Company's Form 10-K filed March 22, 2002)
23. Consent of KPMG LLP
- --------------------------
~ Management contract or compensatory plan or arrangement filed pursuant
to S-K 601(10)(iii)(A).
++ Filed as appendices to the Company's definitive proxy statement dated
August 2, 1996 and incorporated herein by reference.
@ Filed as an exhibit to the Company's Form 10-K filed March 25, 1997 and
incorporated herein by reference.
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
REGENCY CENTERS CORPORATION
Date: April 15, 2002 By: /s/ J. Christian Leavitt
--------------------------------------
J. Christian Leavitt, Senior Vice
President, Finance and Principal
Accounting Officer
4
REGENCY CENTERS CORPORATION
INDEX TO FINANCIAL STATEMENTS
Regency Centers Corporation
Independent Auditors' Report F-2
Consolidated Balance Sheets as of December 31, 2001 and 2000 F-3
Consolidated Statements of Operations for the years ended
December 31, 2001, 2000, and 1999 F-4
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2001, 2000 and 1999 F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 2001, 2000, and 1999 F-6
Notes to Consolidated Financial Statements F-8
Financial Statement Schedule
Independent Auditors' Report on Financial Statement Schedule S-1
Schedule III - Regency Centers Corporation Combined Real Estate and
Accumulated Depreciation - December 31, 2001 S-2
All other schedules are omitted because they are not applicable or because
information required therein is shown in the consolidated financial statements
or notes thereto.
F-1
Independent Auditors' Report
The Shareholders and Board of Directors
Regency Centers Corporation:
We have audited the accompanying consolidated balance sheets of Regency Centers
Corporation and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 2001. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Regency Centers
Corporation and subsidiaries as of December 31, 2001 and 2000, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.
/s/ KPMG LLP
KPMG LLP
Jacksonville, Florida
January 31, 2002
F-2
REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2001 and 2000
2001 2000
---- ----
Assets
Real estate investments (notes 2, 5 and 9):
Land $ 600,081,672 564,089,984
Buildings and improvements 1,914,961,155 1,813,554,881
------------------ ---------------
2,515,042,827 2,377,644,865
Less: accumulated depreciation 202,325,324 147,053,900
------------------ ---------------
2,312,717,503 2,230,590,965
Properties in development 408,437,476 296,632,730
Operating properties held for sale 158,121,462 184,150,762
Investments in real estate partnerships (note 4) 75,229,636 85,198,279
------------------ ---------------
Net real estate investments 2,954,506,077 2,796,572,736
Cash and cash equivalents 27,853,264 100,987,895
Notes receivable 32,504,941 66,423,893
Tenant receivables, net of allowance for uncollectible accounts
of $4,980,335 and $4,414,085 at December 31, 2001
and 2000, respectively 47,723,145 39,407,777
Deferred costs, less accumulated amortization of $20,402,059 and
$13,910,018 at December 31, 2001 and 2000, respectively 34,399,242 21,317,141
Other assets 12,327,567 10,434,298
------------------ ---------------
$ 3,109,314,236 3,035,143,740
================== ===============
Liabilities and Stockholders' Equity
Liabilities:
Notes payable (note 5) $ 1,022,720,748 841,072,156
Unsecured line of credit (note 5) 374,000,000 466,000,000
Accounts payable and other liabilities 73,434,322 75,460,304
Tenants' security and escrow deposits 8,656,456 8,262,885
------------------ ---------------
Total liabilities 1,478,811,526 1,390,795,345
------------------ ---------------
Preferred units (note 6) 375,403,652 375,407,777
Exchangeable operating partnership units 32,108,191 34,899,813
Limited partners' interest in consolidated partnerships 3,940,011 8,625,839
------------------ ---------------
Total minority interest 411,451,854 418,933,429
------------------ ---------------
Stockholders' equity (notes 6, 7 and 8):
Series 2 cumulative convertible preferred stock and paid in capital,
$.01 par value per share: 1,502,532 shares authorized; 1,487,507 shares
issued and outstanding at December 31, 2001 and 2000, respectively;
liquidation preference $20.83 per share 34,696,112 34,696,112
Common stock $.01 par value per share: 150,000,000 shares
authorized; 60,995,496 and 60,234,925 shares issued
at December 31, 2001 and 2000, respectively 609,955 602,349
Treasury stock; 3,394,045 and 3,336,754 shares held at
December 31, 2001 and 2000, respectively, at cost (67,346,414) (66,957,282)
Additonal paid in capital 1,327,579,434 1,317,668,173
Distributions in excess of net income (68,226,276) (51,064,870)
Stock loans (8,261,955) (9,529,516)
------------------ ---------------
Total stockholders' equity 1,219,050,856 1,225,414,966
------------------ ---------------
Commitments and contingencies (notes 9 and 10)
$ 3,109,314,236 3,035,143,740
================== ===============
See accompanying notes to consolidated financial statements
F-3
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the Years ended December 31, 2001, 2000, and 1999
2001 2000 1999
---- ---- ----
Revenues:
Minimum rent (note 9) $ 271,713,124 256,279,019 218,039,441
Percentage rent 5,833,674 5,231,517 5,000,272
Recoveries from tenants 76,068,575 69,707,918 55,919,788
Service operations revenue 31,494,739 27,226,411 18,239,486
Equity in income of investments in
real estate partnerships 3,439,397 3,138,553 4,687,944
---------------- ---------------- ----------------
Total revenues 388,549,509 361,583,418 301,886,931
---------------- ---------------- ----------------
Operating expenses:
Depreciation and amortization 67,505,587 59,430,262 48,611,519
Operating and maintenance 50,239,821 47,297,799 39,204,109
General and administrative 20,560,939 19,932,609 19,274,225
Real estate taxes 38,734,782 34,998,404 28,253,961
Other expenses 4,356,384 1,936,686 472,526
---------------- ---------------- ----------------
Total operating expenses 181,397,513 163,595,760 135,816,340
---------------- ---------------- ----------------
Interest expense (income):
Interest expense 74,416,416 71,970,783 60,067,007
Interest income (5,577,487) (4,807,711) (2,196,954)
---------------- ---------------- ----------------
Net interest expense 68,838,929 67,163,072 57,870,053
---------------- ---------------- ----------------
Income before gain, provision on real estate
investments and minority interests 138,313,067 130,824,586 108,200,538
Gain (loss) on sale of operating properties 699,376 4,506,982 (232,989)
Provision for loss on operating properties held for sale (1,595,136) (12,995,412) -
---------------- ---------------- ----------------
Income before minority interests 137,417,307 122,336,156 107,967,549
Minority interest preferred unit distributions (33,475,007) (29,601,184) (12,368,403)
Minority interest of exchangeable partnership units (2,557,003) (2,492,419) (2,897,778)
Minority interest of limited partners (721,090) (2,631,721) (2,855,404)
---------------- ---------------- ----------------
Net income 100,664,207 87,610,832 89,845,964
Preferred stock dividends (2,965,099) (2,817,228) (2,244,593)
---------------- ---------------- ----------------
Net income for common stockholders $ 97,699,108 84,793,604 87,601,371
================ ================ ================
Net income for common stockholders per share (note 7):
Basic $ 1.70 1.49 1.61
================ ================ ================
Diluted $ 1.69 1.49 1.61
================ ================ ================
See accompanying notes to consolidated financial statements
F-4
REGENCY CENTERS CORPORATION
Consolidated Statements of Stockholders' Equity
For the Years ended December 31, 2001, 2000 and 1999
Class B Additional Distributions Total
Series 1 and 2 Common Common Treasury Paid In in exess of Stock Stockholders'
Preferred Stock Stock Stock Stock Capital Net Income Loans Equity
--------------- ------- -------- ----------- ------------- ------------------------ ------------
Balance at
December 31, 1998 $ - 254,889 25,000 - 578,466,708 (19,395,744) (8,609,390) 550,741,463
Common stock issued as
compensation or
purchased by directors
or officers - 2,499 - - 3,731,625 - - 3,734,124
Common stock issued or redeemed
under stock loans - (528) - - (1,312,203) - 1,623,552 310,821
Common stock issued for
partnership units exchanged - 3,961 - - 7,591,712 - - 7,595,673
Common stock issued for
class B conversion - 29,755 (25,000) - (4,755) - - -
Preferred stock issued to
acquire Pacific 35,046,570 - - - - - - 35,046,570
Common stock issued to
acquire Pacific - 305,669 - - 715,434,215 - (3,998,954) 711,740,930
Common stock issued for
preferred stock conversion (350,458) 150 - - 350,308 - - -
Repurchase of common stock
(note 6) - - - (54,536,612) - - - (54,536,612)
Cash dividends declared:
Common stock ($1.84 per
share) and preferred stock - - - - - (97,229,758) - (97,229,758)
Net income - - - - - 89,845,964 - 89,845,964
------------ ------- -------- ----------- ------------- ----------- ---------- -------------
Balance at
December 31, 1999 $ 34,696,112 596,395 - (54,536,612)1,304,257,610 (26,779,538)(10,984,792) 1,247,249,175
Common stock issued as
compensation or purchased
by directors or officers - 2,226 - - 4,791,861 - - 4,794,087
Common stock redeemed
under stock loans - (445) - (1,332,251) (192,818) - 1,455,276 (70,238)
Common stock issued for
partnership units exchanged - 4,138 - - 9,807,737 - - 9,811,875
Common stock issued to
acquire real estate - 35 - - 88,889 - - 88,924
Reallocation of minority interest - - - (1,085,106) - - (1,085,106)
Repurchase of common stock
(note 6) - - - (11,088,419) - - - (11,088,419)
Cash dividends declared:
Common stock ($1.92 per
share) and preferred stock - - - - - (111,896,164) - (111,896,164)
Net income - - - - - 87,610,832 - 87,610,832
------------ ------- -------- ----------- ------------- ----------- ----------- -------------
Balance at
December 31, 2000 $ 34,696,112 602,349 - (66,957,282)1,317,668,173 (51,064,870) (9,529,516) 1,225,414,966
Common stock issued as
compensation or purchased
by dsirectors or officers - 6,493 - (51,027) 7,556,021 - - 7,511,487
Common stock redeemed
under stock loans - (102) - (182,741) (278,563) - 1,267,561 806,155
Common stock issued for
partnership units exchanged - 1,216 - - 3,219,237 - - 3,220,453
Common stock issued to
acquire real estate - 16 - - 43,180 - - 43,196
Reallocation of minority interest - - - (628,614) - - (628,614)
Repurchase of common stock - (17) - (155,364) - - - (155,381)
Cash dividends declared:
Common stock ($2.00 per share)
and preferred stock - - - - - (117,825,613) - (117,825,613)
Net income - - - - - 100,664,207 - 100,664,207
------------ ------- -------- ----------- ------------- ----------- ---------- -------------
Balance at
December 31, 2001 $ 34,696,112 609,955 - (67,346,414)1,327,579,434 (68,226,276) (8,261,955) 1,219,050,856
============ ======= ======== =========== ============= =========== ========== =============
See accompanying notes to consolidated financial statements
F-5
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2001, 2000 and 1999
2001 2000 1999
---- ---- ----
Cash flows from operating activities:
Net income $ 100,664,207 87,610,832 89,845,964
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 67,505,587 59,430,262 48,611,519
Deferred loan cost and debt premium amortization 1,136,734 609,107 556,100
Stock based compensation 6,217,572 4,719,212 2,411,907
Minority interest preferred unit distribution 33,475,007 29,601,184 12,368,403
Minority interest of exchangeable partnership units 2,557,003 2,492,419 2,897,778
Minority interest of limited partners 721,090 2,631,721 2,855,404
Equity in income of investments in real estate partnerships (3,439,397) (3,138,553) (4,687,944)
(Gain) loss on sale of operating properties (699,376) (4,506,982) 232,989
Provision for loss on operating properties held for sale 1,595,136 12,995,412 -
Changes in assets and liabilities:
Tenant receivables (9,304,128) (4,170,897) (12,342,419)
Deferred leasing costs (11,691,159) (10,454,805) (5,025,687)
Other assets (4,213,411) (4,732,220) 74,863
Tenants' security and escrow deposits 303,740 248,331 1,238,955
Accounts payable and other liabilities (771,305) 5,196,868 12,264,438
-------------- --------------- ----------------
Net cash provided by operating activities 184,057,300 178,531,891 151,302,270
-------------- --------------- ----------------
Cash flows from investing activities:
Acquisition and development of real estate (332,702,732) (432,545,686) (232,524,318)
Proceeds from sale of real estate 142,016,541 165,926,227 76,542,059
Acquisition of Pacific, net of cash acquired - - (9,046,230)
Acquistion of partners' interest in investments
in real estate partnerships, net of cash acquired 2,416,621 (1,402,371) -
Investment in real estate partnerships (45,562,955) (66,890,477) (30,752,019)
Capital improvements (15,837,052) (19,134,500) (21,535,961)
Proceeds from sale of real estate partnerships 2,967,481 - -
Repayment of notes receivable 67,582,696 15,673,125 -
Distributions received from investments in real estate partnerships 16,811,892 3,109,586 704,474
-------------- --------------- ----------------
Net cash used in investing activities (162,307,508) (335,264,096) (216,611,995)
-------------- --------------- ----------------
Cash flows from financing activities:
Net proceeds from common stock issuance 65,264 25,276 223,375
Repurchase of common stock (155,381) (11,088,419) (54,536,612)
Purchase of limited partners' interest in consolidated partnerships - (2,925,158) (633,673)
Redemption of partnership units (110,487) (1,435,694) (1,620,939)
Net distributions to limited partners in consolidated partnerships (5,248,010) (2,139,886) (1,071,831)
Distributions to exchangeable partnership unit holders (3,144,987) (3,652,033) (3,534,515)
Distributions to preferred unit holders (33,475,007) (29,601,184) (12,368,403)
Dividends paid to common stockholders (114,860,514) (109,078,935) (94,985,165)
Dividends paid to preferred stockholders (2,965,099) (2,817,228) (2,244,593)
Net proceeds from fixed rate unsecured notes 239,582,400 159,728,500 249,845,300
(Additional costs) net proceeds from issuance of preferred units (4,125) 91,591,503 205,016,274
(Repayment) proceeds of unsecured line of credit, net (92,000,000) 218,820,690 (142,051,875)
Proceeds from notes payable - 18,153,368 445,207
Repayment of notes payable (67,273,620) (112,669,554) (32,534,707)
Scheduled principal payments (6,146,318) (6,230,191) (6,085,360)
Deferred loan costs (9,148,539) (3,078,398) (4,355,008)
-------------- --------------- ----------------
Net cash (used in) provided by financing activities (94,884,423) 203,602,657 99,507,475
-------------- --------------- ----------------
Net (decrease) increase in cash and cash equivalents (73,134,631) 46,870,452 34,197,750
Cash and cash equivalents at beginning of period 100,987,895 54,117,443 19,919,693
-------------- --------------- ----------------
Cash and cash equivalents at end of period $ 27,853,264 100,987,895 54,117,443
============== =============== ================
F-6
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2001, 2000 and 1999
(continued)
2001 2000 1999
---- ---- ----
Supplemental disclosure of cash flow information - cash paid for interest
(net of capitalized interest of approximately $21,195,000, $14,553,000
and $11,029,000 in 2001, 2000 and 1999, respectively) $ 67,546,988 66,261,518 52,914,976
============== ============= ================
Supplemental disclosure of non-cash transactions:
Mortgage loans assumed for the acquisition of real estate $ 8,120,912 19,947,565 402,582,015
============== ============= ================
Notes receivable taken in connection with sales of development
properties $ 33,663,744 66,423,893 15,673,125
============== ============= ================
Real estate contributed as investment in real estate partnerships $ 12,418,278 4,500,648 -
============== ============= ================
Mortgage loan assumed, exchangeable operating partnership units
and common stock issued for the acquisition of partners'
interest in real estate partnerships $ 9,754,225 1,287,111 -
============== ============= ================
Exchangeable operating partnership units and common stock issued
for investments in real estate partnerships $ - 329,948 1,949,020
============== ============= ================
Preferred and common stock and exchangeable operating partnership
units issued for the acquisition of real estate $ - 103,885 771,351,617
============== ============= ================
Other liabilities assumed to acquire real estate $ - - 13,897,643
============== ============= ================
See accompanying notes to consolidated financial statements
F-7
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
1. Summary of Significant Accounting Policies
(a) Organization and Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of Regency Centers Corporation, its wholly owned
qualified REIT subsidiaries, and also partnerships in which it has
voting control (the "Company" or "Regency"). All significant
intercompany balances and transactions have been eliminated in the
consolidated financial statements. The Company owns approximately
97% of the outstanding common units ("Units") of Regency Centers,
L.P., ("RCLP"). Regency invests in real estate through its
partnership interest in RCLP. All of the acquisition, development,
operations and financing activity of Regency, including the
issuance of Units or preferred units, are executed by RCLP. The
equity interests of third parties held by RCLP and the majority
owned or controlled partnerships are included in the consolidated
financial statements as preferred or exchangeable operating
partnership units ("Units") and limited partners' interest in
consolidated partnerships. The Company is a qualified real estate
investment trust ("REIT"), which began operations in 1993 as
Regency Realty Corporation. In February 2001, the Company changed
its name to Regency Centers Corporation.
(b) Revenues
The Company leases space to tenants under agreements with varying
terms. Leases are accounted for as operating leases with minimum
rent recognized on a straight-line basis over the term of the
lease regardless of when payments are due. Accrued rents are
included in tenant receivables. Minimum rent has been adjusted to
reflect the effects of recognizing rent on a straight-line basis.
Substantially all of the lease agreements contain provisions that
provide additional rents based on tenants' sales volume
(contingent or percentage rent) or reimbursement of the tenants'
share of real estate taxes and certain common area maintenance
(CAM) costs. These additional rents are recognized when the
tenants achieve the specified targets as defined in the lease
agreements.
Service operations revenue includes management fees, commission
income, and development-related profits from the sales of recently
developed real estate properties and land. The Company recorded
gains from the sales of development properties and land of $28.1,
million $25.5 million, and $14.4 million for the years ended
December 31, 2001, 2000, and 1999, respectively. Service
operations revenue does not include gains or losses from the sale
of operating properties previously held for investment which are
included in gain or loss on the sale of operating properties.
The Company accounts for profit recognition on sales of real
estate in accordance with FASB Statement No. 66, "Accounting for
Sales of Real Estate." In summary, profits from sales will not be
recognized by the Company unless a sale has been consummated; the
buyer's initial and continuing investment is adequate to
demonstrate a commitment to pay for the property; the Company has
transferred to the buyer the usual risks and rewards of ownership;
and the Company does not have substantial continuing involvement
with the property.
F-8
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
(c) Real Estate Investments
Land, buildings and improvements are recorded at cost. All direct
and indirect costs clearly associated with the acquisition,
development and construction of real estate projects are
capitalized as buildings and improvements.
Maintenance and repairs which do not improve or extend the useful
lives of the respective assets are reflected in operating and
maintenance expense. The property cost includes the capitalization
of interest expense incurred during construction based on average
outstanding expenditures.
Depreciation is computed using the straight-line method over
estimated useful lives of up to forty years for buildings and
improvements, term of lease for tenant improvements, and three to
seven years for furniture and equipment.
Operating properties held for sale include properties that no
longer meet the Company's long-term investment standards, such as
expected growth in revenue or market dominance. Once identified
and marketed for sale, these properties are segregated on the
balance sheet as operating properties held for sale. The Company
also develops shopping centers and stand-alone retail stores for
resale. Once completed, these developments are also included in
operating properties held for sale. Operating properties held for
sale are carried at the lower of cost or fair value less estimated
selling costs. Depreciation and amortization are suspended during
the period held for sale. Results from operations from these
properties resulted in net income of $10.5 million and $6.8
million for the years ended December 31, 2001 and 2000,
respectively.
The Company reviews its real estate portfolio for value impairment
whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Regency
determines impairment based upon the difference between estimated
sales value (less estimated costs to sell) and net book value.
During 2001, the Company recorded a provision for loss on one
shopping center of $1.6 million due to an anchor tenant bankruptcy
and other tenants continuing to vacate the shopping center upon
expiration of their leases. During 2000, the Company recorded a
provision for loss on operating properties held for sale of $13.0
million related to a portfolio of properties under contract for
sale that no longer met Regency's long-term investment standards.
These properties were classified as operating properties held for
sale at December 31, 2000, and depreciation and amortization was
suspended.
(d) Income Taxes
The Company believes it qualifies and intends to continue to
qualify as a REIT under the Internal Revenue Code (the "Code"). As
a REIT, the Company is allowed to reduce taxable income by all or
a portion of its distributions to stockholders. As distributions
have exceeded taxable income, no provision for federal income
taxes has been made in the accompanying consolidated financial
statements.
Earnings and profits, which determine the taxability of dividends
to stockholders, differ from net income reported for financial
reporting purposes primarily because of different depreciable
lives and cost bases of the shopping centers, and other timing
differences.
F-9
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
(d) Income Taxes (continued)
Regency Realty Group, Inc., ("RRG"), a wholly-owned subsidiary of
the Company is subject to federal and state income taxes and files
separate tax returns. RRG had taxable income of $9.8 million, $2.3
million, and $5.0 million for the years ended December 31, 2001,
2000 and 1999, respectively. RRG incurred federal and state income
tax of $4.0 million, $0.9 million, and $2.0 million in 2001, 2000
and 1999, respectively, which are included in other expenses.
Effective January 1, 2001, the Company and RRG jointly elected for
RRG to be treated as a Taxable REIT Subsidiary of the Company as
such term is defined in Section 856(l) of the Code. Such election
is not expected to impact the tax treatment of either the Company
or RRG.
At December 31, 2001 and 2000, the net book basis of real estate
assets exceeds the tax basis by approximately $109 million and
$115 million, respectively, primarily due to the difference
between the cost basis of the assets acquired and their carryover
basis recorded for tax purposes.
The following summarizes the tax status of dividends paid during
the years ended December 31 (unaudited):
2001 2000 1999
---- ---- ----
Dividend per share $ 2.00 1.92 1.84
Ordinary income 83% 82% 75%
Capital gain 3% 5% 2%
Return of capital 13% 11% 23%
Unrecaptured Section
1250 gain 1% 2% -
(e) Deferred Costs
Deferred costs include deferred leasing costs and deferred loan
costs, net of amortization. Such costs are amortized over the
periods through lease expiration or loan maturity. Deferred
leasing costs consist of internal and external commissions
associated with leasing the Company's shopping centers. Net
deferred leasing costs were $22.2 million and $15.3 million at
December 31, 2001 and 2000, respectively. Deferred loan costs
consists of initial direct and incremental costs associated with
financing activities. Net deferred loan costs were $12.2 million
and $6.0 million at December 31, 2001 and 2000, respectively.
F-10
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
(f) Earnings Per Share
Basic net income per share of common stock is computed based upon
the weighted average number of common shares outstanding during
the year. Diluted net income per share also includes common share
equivalents for stock options, exchangeable operating partnership
units, and preferred stock when dilutive. See note 7 for the
calculation of earnings per share.
(g) Cash and Cash Equivalents
Any instruments which have an original maturity of ninety days or
less when purchased are considered cash equivalents.
(h) Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires the Company's management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities,
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
(i) Stock Option Plan
The Company applies the provisions of SFAS No. 123, "Accounting
for Stock Based Compensation", which allows companies a choice in
the method of accounting for stock options. Entities may recognize
as expense over the vesting period the fair value of all
stock-based awards on the date of grant or continue to apply the
provisions of APB Opinion No. 25 and provide pro forma net income
and pro forma earnings per share disclosures for employee stock
option grants made as if the fair-value-based method defined in
SFAS No. 123 had been applied. APB Opinion No. 25 "Accounting for
Stock Issued to Employees" and related interpretations state that
compensation expense would be recorded on the date of grant only
if the current market price of the underlying stock exceeded the
exercise price. The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma
disclosure provisions of SFAS No. 123.
(j) Reclassifications
Certain reclassifications have been made to the 2000 and 1999
amounts to conform to classifications adopted in 2001.
F-11
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
2. Acquisitions of Shopping Centers
During 2001, the Company acquired three grocery-anchored shopping centers
for $72.8 million representing 435,720 SF of gross leasable area.
On August 3, 2000, the Company acquired the non-owned portion of two
properties in one joint venture for $2.5 million in cash. The net assets
of the joint venture were and continue to be consolidated by the Company.
Prior to acquiring the non-owned portion, the joint venture partner's
interest was reflected as limited partners' interest in consolidated
partnerships in the Company's financial statements.
The 2001 and 2000 acquisitions were accounted for as purchases and as
such the results of their operations are included in the consolidated
financial statements from the date of the acquisition. None of the
acquisitions were significant to the operations of the Company in the
year in which they were acquired or the year preceding the acquisition.
During 2000, the Company paid contingent consideration of $5.0 million
related to the acquisition of 43 shopping centers and joint ventures
acquired during 1998. No additional contingent consideration is due
related to any acquisitions of the Company.
F-12
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
3. Segments
The Company was formed, and currently operates, for the purpose of 1)
operating and developing Company-owned retail shopping centers (Retail
segment), and 2) providing services including management fees and
commissions earned from third parties, and development related profits
and fees earned from the sales of shopping centers, outparcels and
build-to-suit properties to third parties (Service operations segment).
The Company's reportable segments offer different products or services
and are managed separately because each requires different strategies and
management expertise. There are no inter-segment sales or transfers.
The Company assesses and measures operating results starting with net
operating income for the Retail segment and revenues for the Service
operations segment and converts such amounts into a performance measure
referred to as Funds From Operations ("FFO"). The operating results for
the individual retail shopping centers have been aggregated since all of
the Company's shopping centers exhibit highly similar economic
characteristics as neighborhood shopping centers, and offer similar
degrees of risk and opportunities for growth. FFO as defined by the
National Association of Real Estate Investment Trusts consists of net
income (computed in accordance with generally accepted accounting
principles) excluding gains (or losses) from debt restructuring and sales
of income- producing property held for investment, plus depreciation and
amortization of real estate, and adjustments for unconsolidated
investments in real estate partnerships and joint ventures. The Company
further adjusts FFO by distributions made to holders of Units and
preferred stock that results in a diluted FFO amount. The Company
considers diluted FFO to be the industry standard for reporting the
operations of REITs. Adjustments for investments in real estate
partnerships are calculated to reflect diluted FFO on the same basis.
While management believes that diluted FFO is the most relevant and
widely used measure of the Company's performance, such amount does not
represent cash flow from operations as defined by accounting principles
generally accepted in the United States of America, should not be
considered an alternative to net income as an indicator of the Company's
operating performance, and is not indicative of cash available to fund
all cash flow needs. Additionally, the Company's calculation of diluted
FFO, as provided below, may not be comparable to similarly titled
measures of other REITs.
The accounting policies of the segments are the same as those described
in note 1. The revenues, diluted FFO, and assets for each of the
reportable segments are summarized as follows for the years ended
December 31, 2001, 2000, and 1999. Assets not attributable to a
particular segment consist primarily of cash and deferred costs.
F-13
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
3. Segments (continued)
2001 2000 1999
---- ---- ----
Revenues:
Retail segment $ 357,054,770 334,357,007 283,647,445
Service operations segment 31,494,739 27,226,411 18,239,486
---------------- ---------------- -----------------
Total revenues $ 388,549,509 361,583,418 301,886,931
================ ================ =================
Funds from Operations:
Retail segment net operating income $ 268,779,543 256,567,786 215,956,386
Service operations segment income 31,494,739 27,226,411 18,239,486
Adjustments to calculate diluted FFO:
Interest expense (74,416,416) (71,970,783) (60,067,007)
Interest income 5,577,487 4,807,711 2,196,954
General and administrative and other (24,917,323) (21,869,295) (19,746,751)
Non-real estate depreciation (2,194,623) (1,459,326) (1,003,092)
Minority interest of limited partners (721,090) (2,631,721) (2,855,404)
Gain on sale of operating properties including
depreciation on developments sold (1,692,843) (3,082,625) 232,989
Minority interest in depreciation
and amortization (228,320) (481,184) (584,048)
Share of joint venture depreciation
and amortization 750,470 1,287,793 987,912
Distributions on preferred units (33,475,007) (29,601,184) (12,368,403)
---------------- ---------------- -----------------
Funds from Operations - diluted 168,956,617 158,793,583 140,989,022
---------------- ---------------- -----------------
Reconciliation to net income for common stockholders:
Real estate related depreciation
and amortization (65,310,964) (57,970,936) (47,608,427)
Minority interest in depreciation
and amortization 228,320 481,184 584,048
Share of joint venture depreciation
and amortization (750,470) (1,287,793) (987,912)
Provision for loss on operating properties
held for sale (1,595,136) (12,995,412) -
Gain (loss) on sale of operating properties 1,692,843 3,082,625 (232,989)
Minority interest of exchangeable
operating partnership units (2,557,003) (2,492,419) (2,897,778)
---------------- ---------------- -----------------
Net income $ 100,664,207 87,610,832 89,845,964
================ ================ =================
Assets (in thousands):
Retail segment $ 2,631,592 2,454,476 2,463,639
Service operations segment 403,142 447,929 123,233
Cash and other assets 74,580 132,739 68,064
---------------- ---------------- -----------------
Total assets $ 3,109,314 3,035,144 2,654,936
================ ================ =================
F-14
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
4. Investments in Real Estate Partnerships
The Company accounts for all investments in which it owns 50% or less and
does not have controlling financial interest using the equity method. The
Company's combined investment in these partnerships was $75.2 million and
$85.2 million at December 31, 2001 and 2000, respectively. Net income is
allocated to the Company in accordance with the respective partnership
agreements.
The Company has a 20% equity interest in Columbia Regency Retail
Partners, LLC ("Columbia"), a joint venture with Columbia PERFCO
Partners, L.P. ("PERFCO") that was formed for the purpose of investing in
retail shopping centers. During 2001, Columbia acquired two shopping
centers from the Company for $32.3 million, acquired two shopping centers
from unaffiliated sellers for $42.0 million, and acquired three shopping
centers from PERFCO for $73.4 million. During 2001 and 2000, the Company
recognized gains on the sale of shopping centers to Columbia of $1.0
million and $3.7 million, respectively, which represents gain recognition
on only that portion of Columbia not owned by the Company, and received
net proceeds of $24.9 million and $40.5 million, respectively. The gains
are included in service operations revenue as development property gains.
The Company has a 25% equity interest in Macquarie CountryWide-Regency,
LLC, ("MCWR") a joint venture with an affiliate of Macquarie CountryWide
Trust of Australia, a Sydney, Australia-based property trust focused on
investing in grocery-anchored shopping centers. During 2001, MCWR
acquired five shopping centers from the Company for $36.7 million. During
2001, the Company recognized gains on the sale of shopping centers to
MCWR of $1.8 million, which represents gain recognition on only that
portion of MCWR not owned by the Company, and received net proceeds of
$27.8 million. The Company recognized gains of $1.3 million from the sale
of development properties which are included in service operations
revenue as development property gains. The Company also recognized gains
of $0.5 million from the sale of operating properties previously held for
investment which are included in gains on sale of operating properties.
With the exception of Columbia and MCWR, both of which intend to continue
expanding their investment in shopping centers, the investments in real
estate partnerships represent single asset entities formed for the
purpose of developing or owning a retail shopping center.
The Company's investments in real estate partnerships as of December 31
2001 and 2000 consist of the following (in thousands):
Ownership 2001 2000
--------- ---- ----
Columbia Regency Retail Partners, LLC 20% $ 31,092 4,817
Macquarie CountryWide-Regency, LLC 25% 4,180 -
OTR/Regency Texas Realty Holdings, L.P. 30% 16,590 16,277
Regency Ocean East Partnership, L.P. 25% 2,783 2,129
RRG-RMC Tracy, LLC 50% 12,339 6,663
Tinwood, LLC 50% 7,177 4,124
GME/RRG I, LLC 50% 1,069 -
K & G/Regency II, LLC 50% - 6,618
Regency/DS Ballwin, LLC 50% - 19,064
T & M Shiloh Development Company 50% - 11,310
R & KS Dell Range Development, LLC 50% - 8,839
M & KS Woodman Development, LLC 50% - 4,520
R & KS Aspen Park Development, LLC 50% 837
-
--------- ---------
$ 75,230 85,198
========= ==========
F-15
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
4. Investments in Real Estate Partnerships (continued)
Summarized financial information for the unconsolidated investments on a
combined basis, is as follows (in thousands):
December 31, December 31,
2001 2000
---- ----
Balance Sheets:
Investment property, net $ 286,096 148,945
Other assets 8,581 9,123
-------------- -----------
Total assets $ 294,677 158,068
============== ============
Notes payable and other debt $ 67,489 14,323
Other liabilities 5,983 25,105
Equity and partner's capital 221,205 118,640
-------------- -----------
Total liabilities and equity $ 294,677 158,068
============== ============
The revenues and expenses are summarized as follows for the years ended
December 31, 2001, 2000 and 1999:
2001 2000 1999
---- ---- ----
Statements of Operations:
Total revenues $ 26,896 19,235 16,208
Total expenses 14,066 13,147 8,501
----------- ------------ ----------
Net income $ 12,830 6,088 7,707
=========== ============ ==========
Unconsolidated partnerships and joint ventures had mortgage loans payable
of $67.5 million at December 31, 2001 and the Company's proportionate
share of these loans was $14.7 million. $62.5 million of the mortgage
loans payable are non-recourse and contain no other provisions that would
result in a contingent liability to the Company. The Company is the
guarantor of a $5.0 million mortgage loan for Regency Ocean East
Partnership, L.P.
5. Notes Payable and Unsecured Line of Credit
The Company's outstanding debt at December 31, 2001 and 2000 consists of
the following (in thousands):
2001 2000
---- ----
Notes Payable:
Fixed rate mortgage loans $ 240,091 270,491
Variable rate mortgage loans 21,691 40,640
Fixed rate unsecured loans 760,939 529,941
-------------- -------------
Total notes payable 1,022,721 841,072
Unsecured line of credit 374,000 466,000
-------------- -------------
Total $ 1,396,721 1,307,072
============== =============
F-16
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
5. Notes Payable and Unsecured Line of Credit (continued)
On April 30, 2001, the Company modified the terms of its line of credit
(the "Line") by reducing the commitment to $600 million, reducing the
interest rate spread from 1.0% to .85% and extending the maturity date to
April 2004. Interest rates paid on the Line at December 31, 2001 and 2000
were based on LIBOR plus .85% and 1.0% or 2.913% and 7.875%,
respectively. The spread that the Company pays on the Line is dependent
upon maintaining specific investment grade ratings. The Company is
required to comply and is in compliance with certain financial and other
covenants customary with this type of unsecured financing. The Line is
used primarily to finance the acquisition and development of real estate,
but is also available for general working capital purposes.
Subsequent to December 31, 2001, the Company paid down the Line using the
net proceeds of an unsecured debt offering for $250 million completed on
January 15, 2002. The notes have a fixed interest rate of 6.75%, were
priced at 99.850%, are due on January 15, 2012 and are guaranteed by the
Company.
On December 12, 2001, the Company, through RCLP, completed a $20 million
unsecured debt offering with an interest rate of 7.25%. The notes were
priced at 99.375%, are due on December 12, 2011 and are guaranteed by the
Company. On January 22, 2001, the Company, through RCLP, completed a $220
million unsecured debt offering with an interest rate of 7.95%. The notes
were priced at 99.867%, are due on January 15, 2011 and are guaranteed by
the Company. The net proceeds of the offerings were used to reduce the
balance of the Line.
On December 15, 2000, the Company, through RCLP, completed a $10 million
unsecured private debt offering with an interest rate of 8.0%. The notes
were priced at 99.375%, are due on December 15, 2010 and are guaranteed
by the Company. On August 29, 2000, the Company, through RCLP, completed
a $150 million unsecured debt offering with an interest rate of 8.45%.
The notes were priced at 99.819%, are due on September 1, 2010 and are
guaranteed by the Company. The net proceeds of the offerings were used to
reduce the balance of the Line.
Mortgage loans are secured by certain real estate properties, and may be
prepaid, but could be subject to a yield-maintenance premium. Mortgage
loans are generally due in monthly installments of interest and principal
and mature over various terms through 2019. Variable interest rates on
mortgage loans are currently based on LIBOR plus a spread in a range of
125 basis points to 175 basis points. Fixed interest rates on mortgage
loans range from 6.82% to 9.5%.
F-17
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
5. Notes Payable and Unsecured Line of Credit (continued)
As of December 31, 2001, scheduled principal repayments on notes payable
and the Line were as follows (in thousands):
Scheduled
Principal Term Loan Total
Scheduled Payments by Year Payments Maturities Payments
-------------------------- ----------------------------------------------
2002 $ 5,051 44,083 49,134
2003 4,803 22,863 27,666
2004 (includes the Line) 5,185 585,829 591,014
2005 4,011 148,029 152,040
2006 3,578 24,089 27,667
Beyond 5 Years 29,422 511,933 541,355
Unamortized debt premiums - 7,845 7,845
---------------------------------------------
Total $ 52,050 1,344,671 1,396,721
=============================================
The fair value of the Company's notes payable and Line are estimated
based on the current rates available to the Company for debt of the same
remaining maturities. Variable rate notes payable and the Line are
considered to be at fair value, since the interest rates on such
instruments reprice based on current market conditions. Fixed rate loans
assumed in connection with real estate acquisitions are recorded in the
accompanying financial statements at fair value. Based on the borrowing
rates currently available to the Company for loans with similar terms and
average maturities, the fair value of long-term debt is $1.43 billion.
F-18
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
6. Stockholders' Equity and Minority Interest
The Company, through RCLP, has issued Cumulative Redeemable Preferred
Units ("Preferred Units") in various amounts since 1998. The issues were
sold primarily to institutional investors in private placements for
$100.00 per unit. The Preferred Units, which may be called by the
Partnership at par after certain dates, have no stated maturity or
mandatory redemption, and pay a cumulative, quarterly dividend at fixed
rates. At any time after 10 years from the date of issuance, the
Preferred Units may be exchanged for Cumulative Redeemable Preferred
Stock ("Preferred Stock") at an exchange rate of one share for one unit.
The Preferred Units and the related Preferred Stock are not convertible
into common stock of the Company. The net proceeds of these offerings
were used to reduce the Line. At December 31, 2001 and 2000 the face
value of total preferred units issued was $384 million with an average
fixed distribution rate of 8.72%.
Terms and conditions of the Preferred Units are summarized as follows:
Units Issue Issuance Distribution Callable Redeemable
Series Issued Price Amount Rate by Company by Unitholder
- -----------------------------------------------------------------------------------------------------------------------
Series A 1,600,000 $ 50.00 $ 80,000,000 8.125% 06/25/03 06/25/08
Series B 850,000 100.00 85,000,000 8.750% 09/03/04 09/03/09
Series C 750,000 100.00 75,000,000 9.000% 09/03/04 09/03/09
Series D 500,000 100.00 50,000,000 9.125% 09/29/04 09/29/09
Series E 700,000 100.00 70,000,000 8.750% 05/25/05 05/25/10
Series F 240,000 100.00 24,000,000 8.750% 09/08/05 09/08/10
------------- ------------
4,640,000 $ 384,000,000
============= ============
During 2000, the remaining Series 1 preferred stock was converted into
537,107 shares of Series 2 preferred stock. Series 2 preferred stock is
convertible into common stock on a one-for-one basis. The Series 2
preferred shares are entitled to quarterly dividends in an amount equal
to the common dividend and are cumulative. The Company may redeem the
preferred stock any time after October 20, 2010 at a price of $20.83 per
share, plus all accrued but unpaid dividends.
During 1999, the Board of Directors authorized the repurchase of
approximately $65 million of the Company's outstanding shares through
periodic open market transactions or privately negotiated transactions.
At March 31, 2000, the Company had completed the program by purchasing
3.25 million shares.
Security Capital owns approximately 59.5% of the outstanding common stock
of Regency; however, its ability to exercise voting control over these
shares is limited by the Stockholders Agreement by and among Regency,
Security Capital Holdings S.A., Security Capital U.S. Realty and The
Regency Group, Inc. dated as of July 10, 1996, as amended, including
amendments to reflect Security Capital's purchase of Security Capital
Holdings S.A. and the shareholder approval of the liquidation of Security
Capital U.S. Realty (as amended, the "Stockholders Agreement").
The Stockholders Agreement provides that Security Capital will vote all
of its shares of Regency in accordance with the recommendations of
Regency's board of directors or proportionally in accordance with the
votes of the other holders of Regency common stock. This broad voting
restriction is subject to a limited qualified exception pursuant to which
Security Capital can vote its shares of Regency in its sole and absolute
discretion with regard to amendments to Regency's charter or by-laws that
would materially adversely affect
F-19
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
Security Capital and with regard to "Extraordinary Transactions" (which
include mergers consolidations, sale of a material portion of Regency's
assets, issuances of securities in an amount which requires a shareholder
vote and other similar transactions out of the ordinary course of
business). However, the limited exception is itself further qualified.
Even with respect to charter and by-law amendments and Extraordinary
Transactions, Security Capital may only vote shares representing
ownership of 49% of the outstanding Regency common stock at its
discretion, any shares owned by Security Capital in excess of 49% must be
voted in accordance with the recommendations of Regency's board of
directions or proportionally in accordance with the votes of the
other holders of Regency common stock. With regard to Extraordinary
Transactions which require a 2/3rds vote (i.e. where Security Capital
could block the outcome if it voted 49% of the stock), Security Capital
may only vote shares representing ownership of 32% of the outstanding
Regency common stock. Security Capital may vote its shares to elect a
certain number of nominees to the Regency board of directors, however
this right is similarly limited. Security Capital has the right to
nominate the greater of three directors or the number of directors
proportionate to its ownership, however Security Capital may not nominate
more than 49% of the Regency board of directors.
The effect of these limitations is such that notwithstanding the fact
that Security Capital owns more than a majority of the currently
outstanding shares of Regency common stock, Security Capital may not, in
compliance with the Stockholders Agreement, exercise voting control with
respect to more than 49% of the outstanding shares of Regency (and may
vote those shares in its discretion only with respect to the limited
matters listed above).
On December 14, 2001 Security Capital entered into an agreement with GE Capital
pursuant to which, assuming consummation, an indirect wholly owned subsidiary of
GE Capital will be merged with and into Security Capital with Security Capital
surviving as an indirect wholly owned subsidiary of GE Capital. Assuming that
Security Capital continues in existence following its acquisition by GE Capital,
Regency believes that the Stockholders' Agreement will remain in full force and
effect; however, Regency is not a party to any of the agreements between
Security Capital and GE Capital.
F-20
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
7. Earnings Per Share
The following summarizes the calculation of basic and diluted earnings
per share for the years ended December 31, 2001, 2000 and 1999 (in
thousands except per share data):
2001 2000 1999
-----------------------------------------
Basic Earnings Per Share (EPS) Calculation:
-------------------------------------------
Weighted average common shares
outstanding 57,465 56,754 53,494
=========================================
Net income for common stockholders $ 97,699 84,794 87,601
Less: dividends paid on Class B common
stock - - 1,409
-----------------------------------------
Net income for Basic EPS $ 97,699 84,794 86,192
=========================================
Basic EPS $ 1.70 1.49 1.61
=========================================
Diluted Earnings Per Share (EPS) Calculation
--------------------------------------------
Weighted average shares outstanding for
Basic EPS 57,465 56,754 53,494
Exchangeable operating partnership units 1,593 1,851 2,004
Incremental shares to be issued under
common stock options using the Treasury
Method 216 54 4
-----------------------------------------
Total diluted shares 59,274 58,659 55,502
=========================================
Net income for Basic EPS $ 97,699 84,794 86,192
Add: minority interest of exchangeable
operating partnership units 2,557 2,492 2,898
-----------------------------------------
Net income for Diluted EPS $ 100,256 87,286 89,090
=========================================
Diluted EPS $ 1.69 1.49 1.61
=========================================
The Series 1 and Series 2 preferred stock are not included in the above
calculation because their effects are anti-dilutive.
F-21
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
8. Long-Term Stock Incentive Plans
The Company has a Long-Term Omnibus Plan (the "Plan") pursuant to which
the Board of Directors may grant stock and stock options to officers,
directors and other key employees. The Plan provides for the issuance of
up to 12% of the Company's common shares outstanding not to exceed 8.5
million shares. Stock options are granted with an exercise price equal to
the stock's fair market value at the date of grant. All stock options
granted have ten year terms, and contain vesting terms of one to five
years from the date of grant.
At December 31, 2001, there were approximately 1.6 million shares
available for grant under the Plan. The per share weighted-average fair
value of stock options granted during 2001 and 2000 was $2.32 and $2.18
on the date of grant using the Black Scholes option-pricing model with
the following weighted-average assumptions: 2001 - expected dividend
yield 7.3%, risk-free interest rate of 5.2%, expected volatility 20%, and
an expected life of 6.0 years; 2000 - expected dividend yield 8.1%,
risk-free interest rate of 6.7%, expected volatility 20%, and an expected
life of 6.0 years. The Company applies APB Opinion No. 25 in accounting
for its Plan and, accordingly, no compensation cost has been recognized
for its stock options in the consolidated financial statements.
Had the Company determined compensation cost based on the fair value at
the grant date for its stock options under SFAS No. 123, the Company's
net income for common stockholders would have been reduced to the pro
forma amounts indicated below (in thousands except per share data):
Net income for
common stockholders 2001 2000 1999
------------------- ---- ---- ----
As reported: $ 97,699 84,794 87,601
Net income per share:
Basic $ 1.70 1.49 1.61
Diluted $ 1.69 1.49 1.61
Pro forma: $ 96,776 83,864 85,448
Net income per share:
Basic $ 1.68 1.48 1.57
Diluted $ 1.68 1.47 1.57
F-22
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
8. Long-Term Stock Incentive Plans (continued)
Stock option activity during the periods indicated is as follows:
Weighted
Number of Average
Shares Exercise Price
----------------- ----------------
Outstanding, December 31, 1998 1,708,577 $ 24.71
------------ ----------------
Granted 860,767 20.70
Pacific merger 1,251,719 24.24
Forfeited (87,395) 25.69
Exercised (4,000) 17.88
------------ ----------------
Outstanding, December 31, 1999 3,729,668 23.61
------------ ----------------
Granted 52,924 21.59
Forfeited (170,798) 25.52
Exercised (21,017) 21.69
------------ ----------------
Outstanding, December 31, 2000 3,590,777 23.50
------------ ----------------
Granted 591,614 25.01
Forfeited (79,009) 24.11
Exercised (420,420) 21.62
------------ ----------------
Outstanding, December 31, 2001 3,682,962 $ 23.94
============ ================
The following table presents information regarding all options
outstanding at December 31, 2001:
Weighted
Average Weighted
Number of Remaining Range of Average
Options Contractual Exercise Exercise
Outstanding Life Prices Price
- --------------------------------------------------------------------------------
1,751,862 7.13 $ 16.75 - 24.69 $ 21.92
1,931,100 6.01 25.00 - 27.69 25.77
- --------------------------------------------------------------------------------
3,682,962 6.54 $ 16.75 - 27.69 $ 23.94
================================================================================
F-23
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
8. Long-Term Stock Incentive Plans (continued)
The following table presents information regarding options currently
exercisable at December 31, 2001:
Weighted
Number of Range of Average
Options Exercise Exercise
Exercisable Prices Price
- --------------------------------------------------------------------------------
1,029,944 $ 16.75 - 24.69 $ 22.14
1,564,115 25.00 - 27.69 25.67
- --------------------------------------------------------------------------------
2,594,059 $ 16.75 - 27.69 $ 24.27
================================================================================
Also as part of the Plan, officers and other key employees have received
loans to purchase stock with market rates of interest, have been granted
restricted stock, and have been granted dividend equivalents. During
2001, 2000, and 1999, the Company charged $6.0 million, $3.4 million, and
$1.0 million, respectively, to income on the consolidated statements of
operations related to the Plan.
9. Operating Leases
The Company's properties are leased to tenants under operating leases
with expiration dates extending to the year 2037. Future minimum rents
under noncancelable operating leases as of December 31, 2001, excluding
tenant reimbursements of operating expenses and excluding additional
contingent rentals based on tenants' sales volume are as follows (in
thousands):
Year Ending December 31, Amount
----------------------------------------------------------
2002 $ 266,670
2003 260,209
2004 230,431
2005 200,167
2006 162,290
Thereafter 112,409
-------------
Total $ 1,232,176
=============
The shopping centers' tenant base includes primarily national and
regional supermarkets, drug stores, discount department stores and other
retailers and, consequently, the credit risk is concentrated in the
retail industry. There were no tenants that individually represented 10%
or more of the Company's combined minimum rent.
F-24
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
10. Contingencies
The Company, like others in the commercial real estate industry, is
subject to numerous environmental laws and regulations. The operation of
dry cleaning plants at the Company's shopping centers is the principal
environmental concern. The Company believes that the tenants who operate
these plants do so in accordance with current laws and regulations and
has established procedures to monitor their operations. Additionally, the
Company uses all legal means to cause tenants to remove dry cleaning
plants from its shopping centers. Where available, the Company has
applied and been accepted into state- sponsored environmental programs.
The Company has a blanket environmental insurance policy that covers it
against third party liabilities and remediation costs on shopping centers
that currently have no known environmental contamination. The Company has
also placed environmental insurance on specific properties with known
contamination in order to mitigate its environmental risk. Management
believes that the ultimate disposition of currently known environmental
matters will not have a material effect on the financial position,
liquidity, or operations of the Company. At December 31, 2001 and 2000,
the Company had recorded environmental liabilities of $1.8 million and
$2.1 million, respectively.
11. Market and Dividend Information (Unaudited)
The Company's common stock is traded on the New York Stock Exchange
("NYSE") under the symbol "REG". The Company currently has approximately
4,000 shareholders. The following table sets forth the high and low
prices and the cash dividends declared on the Company's common stock by
quarter for 2001 and 2000:
2001 2000
------------------------------------------- ---------------------------------------------
Cash Cash
Quarter High Low Dividends High Low Dividends
Ended Price Price Declared Price Price Declared
- -----------------------------------------------------------------------------------------------------------------------
March 31 $ 25.0000 22.6250 .50 20.9375 18.3125 .48
June 30 25.5600 23.0000 .50 23.7500 19.2500 .48
September 30 26.3500 22.7200 .50 24.0000 21.2500 .48
December 31 27.7500 24.5100 .50 24.0625 20.7500 .48
F-25
REGENCY CENTERS CORPORATION
Notes to Consolidated Financial Statements
December 31, 2001
12. Summary of Quarterly Financial Data (Unaudited)
Presented below is a summary of the consolidated quarterly financial data
for the years ended December 31, 2001 and 2000 (amounts in thousands,
except per share data):
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
2001:
Revenues $ 92,992 95,271 97,717 102,570
Net income for
common stockholders 22,412 23,405 26,106 25,776
Net income per share:
Basic .39 .41 .45 .45
Diluted .39 .41 .45 .45
2000:
Revenues $ 81,202 86,263 92,638 101,480
Net income for
common stockholders 21,621 15,418 23,881 23,874
Net income per share:
Basic .38 .27 .42 .42
Diluted .38 .27 .42 .42
F-26
Independent Auditors' Report
On Financial Statement Schedule
The Shareholders and Board of Directors
Regency Centers Corporation
Under date of January 31, 2002, we reported on the consolidated balance sheets
of Regency Centers Corporation and subsidiaries as of December 31, 2001 and
2000, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 2001, as contained in the annual report on Form 10-K for the year
2001. In connection with our audits of the aforementioned consolidated financial
statements, we also audited the related financial statement schedule as listed
in the accompanying index on page F-1 of the annual report on Form 10-K for the
year 2001. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statement schedule based on our audits.
In our opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
/s/ KPMG
KPMG LLP
Jacksonville, Florida
January 31, 2002
S-1
REGENCY CENTERS CORPORATION
Combined Real Estate and Accumulated Depreciation
December 31, 2001
Initial Cost Cost Total Cost
------------------------------- Capitalized ---------------------------------
Building & Subsequent to Building &
Land Improvements Acquisition Land Improvements
-------------- -------------------------------- --------------- -----------------
ANASTASIA SHOPPING PLAZA 1,072,451 3,617,493 368,141 1,072,451 3,985,634
ARAPAHO VILLAGE 837,148 8,031,688 277,463 837,148 8,309,151
ASHFORD PLACE 2,803,998 9,943,994 (403,272) 2,583,998 9,760,722
AVENTURA SHOPPING CENTER 2,751,094 9,317,790 549,869 2,751,094 9,867,659
BECKETT COMMONS 1,625,242 5,844,871 2,351,281 1,625,242 8,196,152
BENEVA VILLAGE SHOPS 2,483,547 8,851,199 342,568 2,483,547 9,193,767
BENT TREE PLAZA 1,927,712 6,659,082 10,197 1,927,712 6,669,279
BERKSHIRE COMMONS 2,294,960 8,151,236 186,294 2,294,960 8,337,530
BETHANY PARK PLACE 4,604,877 5,791,750 325 4,604,877 5,792,075
BLOOMINGDALE 3,861,759 14,100,891 409,899 3,861,759 14,510,790
BLOSSOM VALLEY 7,803,568 10,320,913 164,465 7,803,568 10,485,378
BOLTON PLAZA 2,660,227 6,209,110 1,512,090 2,634,664 7,746,763
BONNERS POINT 859,854 2,878,641 259,800 859,854 3,138,441
BOULEVARD CENTER 3,659,040 9,658,227 417,212 3,659,040 10,075,439
BOYNTON LAKES PLAZA 2,783,000 10,043,027 1,323,853 2,783,000 11,366,880
BRIARCLIFF LA VISTA 694,120 2,462,819 611,727 694,120 3,074,546
BRIARCLIFF VILLAGE 4,597,018 16,303,813 7,877,881 4,597,018 24,181,694
BRISTOL WARNER 5,000,000 11,997,016 681,343 5,000,000 12,678,359
BROOKVILLE PLAZA 1,208,012 4,205,994 (5,414,006) - -
BUCKHEAD COURT 1,737,569 6,162,941 1,722,211 1,627,569 7,995,152
BUCKLEY SQUARE 2,970,000 5,126,240 54,342 2,970,000 5,180,582
CAMBRIDGE SQUARE 792,000 2,916,034 1,346,535 792,000 4,262,569
CARMEL COMMONS 2,466,200 8,903,187 2,059,224 2,466,200 10,962,411
CARRIAGE GATE 740,960 2,494,750 1,699,361 740,960 4,194,111
CASA LINDA PLAZA 4,515,000 30,809,330 201,630 4,515,000 31,010,960
CASCADE PLAZA 3,023,165 10,694,460 (13,717,625) - -
CENTER OF SEVEN SPRINGS 1,737,994 6,290,048 (2,204,701) - -
CHAMPIONS FOREST 2,665,875 8,678,603 107,282 2,665,875 8,785,885
CHASEWOOD PLAZA 1,675,000 11,390,727 6,411,513 2,476,486 17,000,754
CHERRY GROVE 3,533,146 12,710,297 1,978,777 3,533,146 14,689,074
CHERRY PARK MARKET 2,400,000 16,162,934 482,700 2,400,000 16,645,634
CHEYENNE MEADOWS 1,601,425 7,700,084 59,705 1,601,425 7,759,789
CITY VIEW SHOPPING CENTER 1,207,204 4,341,304 118,113 1,207,204 4,459,417
COLUMBIA MARKETPLACE 1,280,158 4,285,745 524,243 1,280,158 4,809,988
COOPER STREET 2,078,891 10,682,189 38,749 2,078,891 10,720,938
COSTA VERDE 12,740,000 25,261,188 333,894 12,740,000 25,595,082
COUNTRY CLUB 1,105,201 3,709,452 220,323 1,105,201 3,929,775
COUNTRY CLUB CALIF 3,000,000 11,657,200 103,854 3,000,000 11,761,054
COURTYARD SHOPPING CENTER 1,761,567 4,187,039 (82,028) 5,866,578 -
CREEKSIDE PHASE II 390,802 1,397,415 380,052 370,527 1,797,742
CROMWELL SQUARE 1,771,892 6,285,288 435,854 1,771,892 6,721,142
CROSSROADS 3,513,903 2,595,055 - 3,513,903 2,595,055
CUMMING 400 2,374,562 8,420,776 669,944 2,374,562 9,090,720
DELK SPECTRUM 2,984,577 11,048,896 39,927 2,984,577 11,088,823
DELL RANGE 2,209,280 8,439,212 - 2,209,280 8,439,212
DIABLO PLAZA 5,300,000 7,535,866 270,586 5,300,000 7,806,452
DUNWOODY HALL 1,819,209 6,450,922 5,163,877 2,521,838 10,912,170
DUNWOODY VILLAGE 2,326,063 7,216,045 2,556,687 2,326,063 9,772,732
EAST POINTE 1,868,120 6,742,983 1,000,605 2,634,366 6,977,342
EAST PORT PLAZA 3,257,023 11,611,363 (1,910,245) - -
EL CAMINO 7,600,000 10,852,428 365,611 7,600,000 11,218,039
EL NORTE PARKWAY PLA 2,833,510 6,332,078 115,592 2,833,510 6,447,670
ENCINA GRANDE 5,040,000 10,378,539 175,081 5,040,000 10,553,620
ENSLEY SQUARE 915,493 3,120,928 (978,912) 915,493 2,142,016
EVANS CROSSING 1,468,743 5,123,617 1,563,158 1,696,319 6,459,199
FLEMING ISLAND 3,076,701 6,291,505 3,780,320 3,076,701 10,071,825
FRANKLIN SQUARE 2,584,025 9,379,749 1,670,400 2,584,025 11,050,149
FRIARS MISSION 6,660,000 27,276,992 55,244 6,660,000 27,332,236
GARDEN SQUARE 2,073,500 7,614,748 506,090 2,136,135 8,058,203
GARNER FESTIVAL 5,591,099 19,897,197 1,795,998 5,591,099 21,693,195
GLENWOOD VILLAGE 1,194,198 4,235,476 258,767 1,194,198 4,494,243
HAMPSTEAD VILLAGE 2,769,901 6,379,103 1,081,711 3,844,152 6,386,563
HANCOCK CENTER 8,231,581 24,248,620 1,354,290 8,231,581 25,602,910
HARPETH VILLAGE FIELDSTONE 2,283,874 5,559,498 3,746,115 2,283,874 9,305,613
HARWOOD HILLS VILLAGE 2,852,704 8,996,133 402,233 2,852,704 9,398,366
HEBRON PARK 1,887,281 5,375,951 (7,263,232) - -
HERITAGE LAND 12,390,000 - - 12,390,000 -
HERITAGE PLAZA - 23,675,957 728,785 - 24,404,742
HIGHLAND SQUARE 2,615,250 9,359,722 9,690,217 3,375,950 18,289,239
HILLCREST VILLAGE 1,600,000 1,797,686 18,506 1,600,000 1,816,192
HILLSBORO MARKET CENTER 260,420 2,982,137 - 260,420 2,982,137
S-2
Initial Cost Cost Total Cost
------------------------------- Capitalized ---------------------------------
Building & Subsequent to Building &
Land Improvements Acquisition Land Improvements
-------------- -------------------------------- --------------- -----------------
HINSDALE LAKE COMMONS 4,217,840 15,039,854 1,674,017 5,729,008 15,202,703
HYDE PARK 9,240,000 33,340,181 2,958,552 9,735,102 35,803,631
INGLEWOOD PLAZA 1,300,000 1,862,406 161,567 1,300,000 2,023,973
JACKSON CREEK CROSSING 2,999,482 6,476,151 - 2,999,482 6,476,151
JAMES CENTER 2,706,000 9,451,497 7,483,181 - -
KELLER TOWN CENTER 2,293,527 12,239,464 - 2,293,527 12,239,464
KERNERSVILLE PLAZA 1,741,562 6,081,020 538,639 1,741,562 6,619,659
KINGS CROSSING (SUN CITY) 2,349,602 4,599,101 (6,948,703) - -
KINGSDALE SHOPPING CENTER 3,866,500 14,019,614 5,404,459 4,027,691 19,262,882
LAGRANGE MARKETPLACE 983,923 3,294,003 133,933 983,923 3,427,936
LAKE MERIDIAN 6,510,000 12,121,889 347,623 6,510,000 12,469,512
LAKE PINE PLAZA 2,008,110 6,908,986 612,580 2,008,110 7,521,566
LAKESHORE VILLAGE 1,617,940 5,371,499 66,583 1,617,940 5,438,082
LEETSDALE MARKETPLACE 3,420,000 9,933,701 13,863 3,420,000 9,947,564
LITTLETON SQUARE 2,030,000 8,254,964 23,083 2,030,000 8,278,047
LLOYD KING CENTER 1,779,180 8,854,803 9,180 1,779,180 8,863,983
LOEHMANNS PLAZA 3,981,525 14,117,891 879,247 3,981,525 14,997,138
LOEHMANNS PLAZA CALIFORNIA 5,420,000 8,679,135 207,069 5,420,000 8,886,204
LOVEJOY STATION 1,540,000 5,581,468 64,667 1,540,000 5,646,135
LUCEDALE MARKETPLACE 641,565 2,147,848 140,567 641,565 2,288,415
MACARTHUR PARK PHASE I 3,915,848 6,837,889 (2,943) - -
MAINSTREET SQUARE 1,274,027 4,491,897 142,530 1,274,027 4,634,427
MARINERS VILLAGE 1,628,000 5,907,835 280,730 1,628,000 6,188,565
MARKET AT PRESTON FOREST 4,400,000 10,752,712 3,919 4,400,000 10,756,631
MARKET AT ROUND ROCK 2,000,000 9,676,170 73,226 2,000,000 9,749,396
MARKETPLACE ST PETERSBURG 1,287,000 4,662,740 376,599 1,287,000 5,039,339
MARTIN DOWNS VILLAGE CENTER 2,000,000 5,133,495 3,254,391 2,437,664 7,950,222
MARTIN DOWNS VILLAGE SHOPPES 700,000 1,207,861 3,361,188 817,135 4,451,914
MAXTOWN ROAD (NORTHGATE) 1,753,136 6,244,449 39,547 1,753,136 6,283,996
MAYNARD CROSSING 4,066,381 14,083,800 1,273,501 4,066,381 15,357,301
MEMORIAL BEND SHOPPING CENTER 3,256,181 11,546,660 2,406,868 3,366,181 13,843,528
MERCHANTS VILLAGE 1,054,306 3,162,919 (4,217,225) - -
MILLHOPPER SHOPPING CENTER 1,073,390 3,593,523 1,331,752 1,073,390 4,925,275
MILLS POINTE 2,000,000 11,919,176 38,183 2,000,000 11,957,359
MOCKINGBIRD COMMON 3,000,000 9,675,600 264,338 3,000,000 9,939,938
MORNINGSIDE PLAZA 4,300,000 13,119,929 125,291 4,300,000 13,245,220
MURRAYHILL MARKETPLACE 2,600,000 15,753,034 1,334,443 2,600,000 17,087,477
NASHBORO VILLAGE 1,824,320 7,167,679 432,712 1,824,320 7,600,391
NEWBERRY SQUARE 2,341,460 8,466,651 1,240,970 2,341,460 9,707,621
NEWLAND CENTER 12,500,000 12,221,279 541,367 12,500,000 12,762,646
NORTH HILLS TOWN CENTER 4,900,000 18,972,202 106,034 4,900,000 19,078,236
NORTH MIAMI SHOPPING CENTER 603,750 2,021,250 (2,625,000) - -
NORTHLAKE VILLAGE I 2,662,000 9,684,740 293,747 2,662,000 9,978,487
NORTHVIEW PLAZA 1,956,961 8,694,879 57,767 1,956,961 8,752,646
OAKBROOK PLAZA 4,000,000 6,365,704 102,001 4,000,000 6,467,705
OAKLEY PLAZA 1,772,540 6,406,975 (8,179,515) - -
OCEAN BREEZE PLAZA 1,250,000 3,341,199 2,582,099 1,527,400 5,645,898
OLD ST AUGUSTINE PLAZA 2,047,151 7,355,162 1,132,261 2,047,151 8,487,423
ORCHARD SQUARE 1,155,000 4,135,353 3,470,484 1,423,610 7,337,227
PACES FERRY PLAZA 2,811,522 9,967,557 2,180,459 2,811,622 12,147,916
PALM HARBOUR SHOPPING VILLAGE 2,899,928 10,998,230 1,456,006 2,924,399 12,429,765
PALM TRAILS PLAZA 2,438,996 5,818,523 (25,160) 2,218,233 6,014,126
PARK PLACE 2,231,745 7,974,362 142,820 2,231,745 8,117,182
PARKWAY STATION 1,123,200 4,283,917 394,689 1,123,200 4,678,606
PASEO VILLAGE 2,550,000 7,780,102 458,467 2,550,000 8,238,569
PEACHLAND PROMENADE 1,284,562 5,143,564 199,275 1,284,561 5,342,840
PEARTREE VILLAGE 5,196,653 8,732,711 10,768,493 5,196,653 19,501,204
PIKE CREEK 5,077,406 18,860,183 1,101,996 5,077,406 19,962,179
PIMA CROSSING 5,800,000 24,891,690 206,172 5,800,000 25,097,862
PINE LAKE VILLAGE 6,300,000 10,522,041 73,571 6,300,000 10,595,612
PINE TREE PLAZA 539,000 1,995,927 3,472,330 539,000 5,468,257
PLAZA DE HACIENDA 4,230,000 11,741,933 140,533 4,230,000 11,882,466
PLAZA HERMOSA 4,200,000 9,369,630 181,516 4,200,000 9,551,146
POWELL STREET PLAZA 8,247,800 29,279,275 - 8,247,800 29,279,275
POWERS FERRY SQUARE 3,607,647 12,790,749 4,292,933 3,607,647 17,083,682
POWERS FERRY VILLAGE 1,190,822 4,223,606 287,187 1,190,822 4,510,793
PRESTONBROOK CROSSING 4,703,516 10,761,732 219,502 4,409,509 11,275,241
PRESTOWOOD PARK 6,400,000 46,896,071 1,223,920 6,400,000 48,119,991
QUEENSBOROUGH 1,826,000 6,501,056 (798,632) 1,163,021 6,365,403
REDONDO VILLAGE CENTER - - 24,752 - 24,752
REGENCY COURT 3,571,337 12,664,014 (1,683,798) - -
S-3
Initial Cost Cost Total Cost
------------------------------- Capitalized ---------------------------------
Building & Subsequent to Building &
Land Improvements Acquisition Land Improvements
-------------- -------------------------------- --------------- -----------------
REGENCY SQUARE BRANDON 577,975 18,156,719 11,032,638 4,414,611 25,352,721
RIDGLEA PLAZA 1,675,498 12,912,138 128,081 1,675,498 13,040,219
RIVERMONT STATION 2,887,213 10,445,109 118,455 2,887,213 10,563,564
RONA PLAZA 1,500,000 4,356,480 15,370 1,500,000 4,371,850
RUSSELL RIDGE 2,153,214 - 6,642,188 2,215,341 6,580,061
SAMMAMISH HIGHLAND 9,300,000 7,553,288 100,306 9,300,000 7,653,594
SAN FERNANDO VALUE SQUARE 2,448,407 8,765,266 (11,213,673) - -
SAN LEANDRO 1,300,000 7,891,091 131,293 1,300,000 8,022,384
SANDY PLAINS VILLAGE 2,906,640 10,412,440 1,757,906 2,906,640 12,170,346
SANDY SPRINGS VILLAGE 733,126 2,565,411 1,112,061 733,126 3,677,472
SANTA ANA DOWTOWN 4,240,000 7,319,468 786,842 4,240,000 8,106,310
SEQUOIA STATION 9,100,000 17,899,819 101,824 9,100,000 18,001,643
SHERWOOD MARKET CENTER 3,475,000 15,897,972 55,348 3,475,000 15,953,320
SHILOH PHASE II 288,135 1,822,692 (672,692) 288,135 1,150,000
SHILOH SPRINGS 4,968,236 7,859,381 - 4,968,236 7,859,381
SHOPPES @ 104 2,651,000 9,523,429 624,818 2,651,000 10,148,247
SHOPPES AT MASON 1,576,656 5,357,855 - 1,576,656 5,357,855
SILVERLAKE SHOPPING CENTER 2,004,860 7,161,869 127,790 2,004,860 7,289,659
SOUTH MONROE COMMONS 1,200,000 6,566,974 (1,345,539) 874,999 5,546,436
SOUTH POINT PLAZA 5,000,000 10,085,995 65,822 5,000,000 10,151,817
SOUTH POINTE CROSSING 4,399,303 11,116,491 889,186 4,399,303 12,005,677
SOUTHCENTER 1,300,000 12,250,504 5,489 1,300,000 12,255,993
SOUTHGATE VILLAGE 1,335,335 5,193,599 - 1,335,335 5,193,599
SOUTHPARK 3,077,667 9,399,976 120,891 3,077,667 9,520,867
ST ANN SQUARE 1,541,883 5,597,282 19,817 1,541,883 5,617,099
STATLER SQUARE 2,227,819 7,479,952 720,700 2,227,819 8,200,652
STRAWFLOWER VILLAGE 4,060,228 7,232,936 74,253 4,060,228 7,307,189
STROH RANCH 4,138,423 7,110,856 131,856 4,138,423 7,242,712
SUNNYSIDE 205 1,200,000 8,703,281 154,179 1,200,000 8,857,460
SWEETWATER PLAZA 4,340,600 15,242,149 4,340,600 15,242,149
TAMIAMI TRAILS 2,046,286 7,462,646 219,996 2,046,286 7,682,642
TARRANT PARKWAY VILLAGE 2,202,605 3,953,781 - 2,202,605 3,953,781
TASSAJARA CROSSING 8,560,000 14,899,929 91,463 8,560,000 14,991,392
TEQUESTA SHOPPES 1,782,000 6,426,042 (2,443,096) - -
TERRACE WALK 1,196,286 2,935,683 214,505 1,196,286 3,150,188
THE MARKETPLACE 1,211,605 4,056,242 2,933,975 1,758,434 6,443,388
THE PROMENADE 2,526,480 12,712,811 (15,239,291) - -
THE VILLAGE 522,313 6,984,992 223,286 522,313 7,208,278
THOMAS LAKE CENTER 6,000,000 10,301,811 5,304 6,000,000 10,307,115
TINWOOD HOTEL SITE 6,942,321 - 1,328,870 - -
TOWN CENTER AT MARTIN DOWNS 1,364,000 4,985,410 66,314 1,364,000 5,051,724
TOWN SQUARE 438,302 1,555,481 6,258,449 882,895 7,369,337
TWIN PEAKS 5,200,000 25,119,758 89,897 5,200,000 25,209,655
UNION SQUARE SHOPPING CENTER 1,578,654 5,933,889 432,411 1,578,656 6,366,298
UNIVERSITY COLLECTION 2,530,000 8,971,597 528,645 2,530,000 9,500,242
UNIVERSITY MARKETPLACE 3,250,562 7,044,579 (3,845,597) - -
VALLEY RANCH CENTRE 3,021,181 10,727,623 1,026 3,021,181 10,728,649
VENTURA VILLAGE 4,300,000 6,351,012 103,388 4,300,000 6,454,400
VILLAGE CENTER 6 3,885,444 10,799,316 630,294 3,885,444 11,429,610
VILLAGE IN TRUSSVILLE 973,954 3,260,627 137,818 973,954 3,398,445
WALKER CENTER 3,840,000 6,417,522 72,185 3,840,000 6,489,707
WATERFORD TOWNE CENTER 5,650,058 6,843,671 1,413,082 6,336,936 7,569,875
WELLEBY PLAZA 1,496,000 5,371,636 1,624,219 1,496,000 6,995,855
WELLINGTON MARKETPLACE 5,070,384 13,308,972 (2,521,710) - -
WELLINGTON TOWN SQUARE 1,914,000 7,197,934 869,261 1,914,000 8,067,195
WEST COUNTY MARKETPLACE 1,491,462 4,993,155 189,445 1,491,462 5,182,600
WEST HILLS 2,200,000 6,045,233 7,105 2,200,000 6,052,338
WEST PARK PLAZA 5,840,225 4,991,746 177,215 5,840,225 5,168,961
WESTBROOK COMMONS 3,366,000 11,928,393 - 3,366,000 11,928,393
WESTCHESTER PLAZA 1,857,048 6,456,178 674,505 1,857,048 7,130,683
WESTLAKE VILLAGE CENTER 7,042,728 25,744,011 556,267 7,042,728 26,300,278
WILLA SPRINGS SHOPPING CENTER 1,779,092 9,266,550 - 1,779,092 9,266,550
WINDMILLER PLAZA PHASE I 2,620,355 11,190,526 977,176 2,620,355 12,167,702
WOODCROFT SHOPPING CENTER 1,419,000 5,211,981 437,564 1,419,000 5,649,545
WOODMAN VAN NUYS 5,500,000 6,835,246 164,801 5,500,000 7,000,047
WOODMEN PLAZA 6,014,033 10,077,698 - 6,014,033 10,077,698
WOODSIDE CENTRAL 3,500,000 8,845,697 31,755 3,500,000 8,877,452
WORTHINGTON PARK CENTRE 3,346,203 10,053,858 947,237 3,346,203 11,001,095
OPERATING BUILD TO SUIT PROPERTIES 17,268,850 38,766,639 2,018,139 - -
------------------------------------------------------------------------------------
650,855,683 1,923,260,598 99,048,008 600,081,672 1,914,961,155
====================================================================================
S-4
Total Cost
--------------------------------
Properties held Accumulated Accumulated
for Sale Total Depreciation Depreciation Mortgages
--------------- --------------- -------------- ---------------- ----------------
ANASTASIA SHOPPING PLAZA - 5,058,085 985,316 4,072,769 -
ARAPAHO VILLAGE - 9,146,299 625,602 8,520,697 -
ASHFORD PLACE - 12,344,720 1,610,832 10,733,888 4,318,762
AVENTURA SHOPPING CENTER - 12,618,753 3,622,355 8,996,398 8,166,259
BECKETT COMMONS - 9,821,394 699,398 9,121,996 -
BENEVA VILLAGE SHOPS - 11,677,314 736,611 10,940,703 -
BENT TREE PLAZA - 8,596,991 709,437 7,887,554 5,316,054
BERKSHIRE COMMONS - 10,632,490 1,779,484 8,853,006 -
BETHANY PARK PLACE - 10,396,952 877,834 9,519,118 -
BLOOMINGDALE - 18,372,549 1,482,799 16,889,750 -
BLOSSOM VALLEY - 18,288,946 767,653 17,521,293 -
BOLTON PLAZA - 10,381,427 1,667,430 8,713,997 -
BONNERS POINT - 3,998,295 859,865 3,138,430 -
BOULEVARD CENTER - 13,734,479 719,394 13,015,085 -
BOYNTON LAKES PLAZA - 14,149,880 1,129,736 13,020,144 -
BRIARCLIFF LA VISTA - 3,768,666 592,827 3,175,839 -
BRIARCLIFF VILLAGE - 28,778,712 3,243,674 25,535,038 12,739,215
BRISTOL WARNER - 17,678,359 920,238 16,758,121 -
BROOKVILLE PLAZA - - - - -
BUCKHEAD COURT - 9,622,721 1,185,065 8,437,656 -
BUCKLEY SQUARE - 8,150,582 447,830 7,702,752 -
CAMBRIDGE SQUARE - 5,054,569 472,367 4,582,202 -
CARMEL COMMONS - 13,428,611 1,323,070 12,105,541 -
CARRIAGE GATE - 4,935,071 1,259,905 3,675,166 -
CASA LINDA PLAZA - 35,525,960 2,283,316 33,242,644 -
CASCADE PLAZA - - - - -
CENTER OF SEVEN SPRINGS 5,823,341 5,823,341 - 5,823,341 -
CHAMPIONS FOREST - 11,451,760 635,956 10,815,804 -
CHASEWOOD PLAZA - 19,477,240 4,316,371 15,160,869 -
CHERRY GROVE - 18,222,220 1,360,415 16,861,805 -
CHERRY PARK MARKET - 19,045,634 1,377,522 17,668,112 -
CHEYENNE MEADOWS - 9,361,214 622,644 8,738,570 -
CITY VIEW SHOPPING CENTER - 5,666,621 629,587 5,037,034 -
COLUMBIA MARKETPLACE - 6,090,146 1,125,585 4,964,561 -
COOPER STREET - 12,799,829 777,596 12,022,233 -
COSTA VERDE - 38,335,082 2,339,385 35,995,697 -
COUNTRY CLUB - 5,034,976 921,044 4,113,932 -
COUNTRY CLUB CALIF - 14,761,054 842,506 13,918,548 -
COURTYARD SHOPPING CENTER - 5,866,578 - 5,866,578 -
CREEKSIDE PHASE II - 2,168,269 62,093 2,106,176 -
CROMWELL SQUARE - 8,493,034 1,020,353 7,472,681 -
CROSSROADS - 6,108,958 183,671 5,925,287 -
CUMMING 400 - 11,465,282 1,379,048 10,086,234 6,190,464
DELK SPECTRUM - 14,073,400 1,166,958 12,906,442 9,791,165
DELL RANGE 10,648,492 143,059 10,505,433 -
DIABLO PLAZA - 13,106,452 594,020 12,512,432 -
DUNWOODY HALL - 13,434,008 1,180,916 12,253,092 -
DUNWOODY VILLAGE - 12,098,795 1,421,066 10,677,729 -
EAST POINTE - 9,611,708 771,383 8,840,325 4,962,796
EAST PORT PLAZA 12,958,141 12,958,141 - 12,958,141 -
EL CAMINO - 18,818,039 848,828 17,969,211 -
EL NORTE PARKWAY PLA - 9,281,180 489,417 8,791,763 -
ENCINA GRANDE - 15,593,620 789,322 14,804,298 -
ENSLEY SQUARE - 3,057,509 578,240 2,479,269 -
EVANS CROSSING - 8,155,518 613,679 7,541,839 4,041,163
FLEMING ISLAND - 13,148,526 667,628 12,480,898 3,142,069
FRANKLIN SQUARE - 13,634,174 1,252,462 12,381,712 8,649,850
FRIARS MISSION - 33,992,236 1,934,662 32,057,574 17,097,838
GARDEN SQUARE - 10,194,338 884,785 9,309,553 6,148,357
GARNER FESTIVAL - 27,284,294 1,741,441 25,542,853 -
GLENWOOD VILLAGE - 5,688,441 708,683 4,979,758 1,920,636
HAMPSTEAD VILLAGE - 10,230,715 581,821 9,648,894 9,249,885
HANCOCK CENTER - 33,834,491 1,930,526 31,903,965 -
HARPETH VILLAGE FIELDSTONE - 11,589,487 918,660 10,670,827 -
HARWOOD HILLS VILLAGE - 12,251,070 669,212 11,581,858 -
HEBRON PARK - - - - -
HERITAGE LAND - 12,390,000 - 12,390,000 -
HERITAGE PLAZA - 24,404,742 1,806,545 22,598,197 -
HIGHLAND SQUARE - 21,665,189 1,433,911 20,231,278 3,592,844
HILLCREST VILLAGE - 3,416,192 131,670 3,284,522 -
HILLSBORO MARKET CENTER 3,242,557 14,638 3,227,919 -
S-5
Total Cost
--------------------------------
Properties held Accumulated Accumulated
for Sale Total Depreciation Depreciation Mortgages
--------------- --------------- -------------- ---------------- ----------------
HINSDALE LAKE COMMONS - 20,931,711 1,197,523 19,734,188 -
HYDE PARK - 45,538,733 4,186,556 41,352,177 -
INGLEWOOD PLAZA - 3,323,973 151,232 3,172,741 -
JACKSON CREEK CROSSING - 9,475,633 576,180 8,899,453 -
JAMES CENTER 19,640,678 19,640,678 - 19,640,678 5,361,068
KELLER TOWN CENTER 14,532,991 584,375 13,948,616 -
KERNERSVILLE PLAZA - 8,361,221 618,230 7,742,991 4,983,220
KINGS CROSSING (SUN CITY) - - - - -
KINGSDALE SHOPPING CENTER - 23,290,573 1,948,992 21,341,581 -
LAGRANGE MARKETPLACE - 4,411,859 824,120 3,587,739 -
LAKE MERIDIAN - 18,979,512 933,082 18,046,430 -
LAKE PINE PLAZA - 9,529,676 710,671 8,819,005 5,668,646
LAKESHORE VILLAGE - 7,056,022 549,356 6,506,666 3,531,287
LEETSDALE MARKETPLACE - 13,367,564 729,707 12,637,857 -
LITTLETON SQUARE - 10,308,047 589,030 9,719,017 -
LLOYD KING CENTER - 10,643,163 703,255 9,939,908 -
LOEHMANNS PLAZA - 18,978,663 2,363,132 16,615,531 -
LOEHMANNS PLAZA CALIFORNIA - 14,306,204 676,418 13,629,786 -
LOVEJOY STATION - 7,186,135 644,494 6,541,641 -
LUCEDALE MARKETPLACE - 2,929,980 574,039 2,355,941 -
MACARTHUR PARK PHASE I 10,750,794 10,750,794 - 10,750,794 -
MAINSTREET SQUARE - 5,908,454 580,678 5,327,776 -
MARINERS VILLAGE - 7,816,565 791,621 7,024,944 -
MARKET AT PRESTON FOREST - 15,156,631 762,464 14,394,167 -
MARKET AT ROUND ROCK - 11,749,396 711,944 11,037,452 7,022,217
MARKETPLACE ST PETERSBURG - 6,326,339 806,247 5,520,092 -
MARTIN DOWNS VILLAGE CENTER - 10,387,886 2,076,058 8,311,828 -
MARTIN DOWNS VILLAGE SHOPPES - 5,269,049 1,039,953 4,229,096 -
MAXTOWN ROAD (NORTHGATE) - 8,037,132 616,507 7,420,625 5,114,262
MAYNARD CROSSING - 19,423,682 1,436,762 17,986,920 11,183,540
MEMORIAL BEND SHOPPING CENTER - 17,209,709 2,231,257 14,978,452 7,533,729
MERCHANTS VILLAGE - - - - -
MILLHOPPER SHOPPING CENTER - 5,998,665 1,583,607 4,415,058 -
MILLS POINTE - 13,957,359 877,373 13,079,986 -
MOCKINGBIRD COMMON - 12,939,938 750,108 12,189,830 -
MORNINGSIDE PLAZA - 17,545,220 985,423 16,559,797 -
MURRAYHILL MARKETPLACE - 19,687,477 1,254,341 18,433,136 7,810,800
NASHBORO VILLAGE - 9,424,711 539,353 8,885,358 -
NEWBERRY SQUARE - 12,049,081 2,324,964 9,724,117 -
NEWLAND CENTER - 25,262,646 1,015,110 24,247,536 -
NORTH HILLS TOWN CENTER - 23,978,236 1,363,705 22,614,531 8,080,012
NORTH MIAMI SHOPPING CENTER - - - - -
NORTHLAKE VILLAGE I - 12,640,487 313,863 12,326,624 6,766,369
NORTHVIEW PLAZA - 10,709,607 635,643 10,073,964 -
OAKBROOK PLAZA - 10,467,705 534,638 9,933,067 -
OAKLEY PLAZA - - - - -
OCEAN BREEZE PLAZA - 7,173,298 1,514,254 5,659,044 -
OLD ST AUGUSTINE PLAZA - 10,534,574 1,292,505 9,242,069 -
ORCHARD SQUARE - 8,760,837 794,319 7,966,518 -
PACES FERRY PLAZA - 14,959,538 1,810,860 13,148,678 -
PALM HARBOUR SHOPPING VILLAGE - 15,354,164 1,732,094 13,622,070 -
PALM TRAILS PLAZA - 8,232,359 565,480 7,666,879 -
PARK PLACE - 10,348,927 658,243 9,690,684 -
PARKWAY STATION - 5,801,806 718,760 5,083,046 -
PASEO VILLAGE - 10,788,569 607,828 10,180,741 -
PEACHLAND PROMENADE - 6,627,401 1,050,775 5,576,626 3,910,006
PEARTREE VILLAGE - 24,697,857 2,286,725 22,411,132 12,239,230
PIKE CREEK - 25,039,585 1,816,360 23,223,225 11,766,607
PIMA CROSSING - 30,897,862 1,805,889 29,091,973 -
PINE LAKE VILLAGE - 16,895,612 760,474 16,135,138 -
PINE TREE PLAZA - 6,007,257 458,052 5,549,205 -
PLAZA DE HACIENDA - 16,112,466 866,487 15,245,979 6,405,084
PLAZA HERMOSA - 13,751,146 696,825 13,054,321 -
POWELL STREET PLAZA 37,527,075 60,999 37,466,076 -
POWERS FERRY SQUARE - 20,691,329 2,461,616 18,229,713 -
POWERS FERRY VILLAGE - 5,701,615 686,887 5,014,728 2,813,847
PRESTONBROOK CROSSING - 15,684,750 739,191 14,945,559 -
PRESTOWOOD PARK - 54,519,991 3,370,687 51,149,304 -
QUEENSBOROUGH - 7,528,424 466,740 7,061,684 -
REDONDO VILLAGE CENTER - 24,752 - 24,752 -
REGENCY COURT 14,551,553 14,551,553 - 14,551,553 -
S-6
Total Cost
--------------------------------
Properties held Accumulated Accumulated
for Sale Total Depreciation Depreciation Mortgages
--------------- --------------- -------------- ---------------- ----------------
REGENCY SQUARE BRANDON - 29,767,332 8,212,053 21,555,279 -
RIDGLEA PLAZA - 14,715,717 986,775 13,728,942 -
RIVERMONT STATION - 13,450,777 1,214,816 12,235,961 -
RONA PLAZA - 5,871,850 312,236 5,559,614 -
RUSSELL RIDGE - 8,795,402 1,198,436 7,596,966 5,783,932
SAMMAMISH HIGHLAND - 16,953,594 559,557 16,394,037 -
SAN FERNANDO VALUE SQUARE - - - - -
SAN LEANDRO - 9,322,384 591,773 8,730,611 -
SANDY PLAINS VILLAGE - 15,076,986 1,675,037 13,401,949 -
SANDY SPRINGS VILLAGE - 4,410,598 659,250 3,751,348 -
SANTA ANA DOWTOWN - 12,346,310 586,934 11,759,376 -
SEQUOIA STATION - 27,101,643 1,280,701 25,820,942 -
SHERWOOD MARKET CENTER - 19,428,320 1,199,671 18,228,649 -
SHILOH PHASE II - 1,438,135 53,272 1,384,863 -
SHILOH SPRINGS - 12,827,617 2,279,856 10,547,761 -
SHOPPES @ 104 - 12,799,247 1,012,653 11,786,594 -
SHOPPES AT MASON - 6,934,511 523,891 6,410,620 3,717,145
SILVERLAKE SHOPPING CENTER - 9,294,519 675,478 8,619,041 -
SOUTH MONROE COMMONS - 6,421,435 552,075 5,869,360 -
SOUTH POINT PLAZA - 15,151,817 737,282 14,414,535 -
SOUTH POINTE CROSSING - 16,404,980 918,934 15,486,046 -
SOUTHCENTER - 13,555,993 873,078 12,682,915 -
SOUTHGATE VILLAGE - 6,528,934 61,866 6,467,068 5,413,857
SOUTHPARK - 12,598,534 677,432 11,921,102 -
ST ANN SQUARE - 7,158,982 751,822 6,407,160 4,625,224
STATLER SQUARE - 10,428,471 847,462 9,581,009 5,213,128
STRAWFLOWER VILLAGE - 11,367,417 546,548 10,820,869 -
STROH RANCH - 11,381,135 628,569 10,752,566 -
SUNNYSIDE 205 - 10,057,460 650,921 9,406,539 -
SWEETWATER PLAZA - 19,582,749 31,754 19,550,995 -
TAMIAMI TRAILS - 9,728,928 902,133 8,826,795 -
TARRANT PARKWAY VILLAGE - 6,156,386 168,204 5,988,182 -
TASSAJARA CROSSING - 23,551,392 1,070,078 22,481,314 -
TEQUESTA SHOPPES 5,764,946 5,764,946 - 5,764,946 -
TERRACE WALK - 4,346,474 877,742 3,468,732 -
THE MARKETPLACE - 8,201,822 1,419,527 6,782,295 2,067,448
THE PROMENADE - - - - -
THE VILLAGE - 7,730,591 528,151 7,202,440 -
THOMAS LAKE CENTER - 16,307,115 732,107 15,575,008 -
TINWOOD HOTEL SITE 8,271,191 8,271,191 - 8,271,191 -
TOWN CENTER AT MARTIN DOWNS - 6,415,724 651,384 5,764,340 -
TOWN SQUARE - 8,252,232 423,337 7,828,895 -
TWIN PEAKS - 30,409,655 1,835,828 28,573,827 -
UNION SQUARE SHOPPING CENTER - 7,944,954 919,720 7,025,234 -
UNIVERSITY COLLECTION - 12,030,242 1,259,906 10,770,336 -
UNIVERSITY MARKETPLACE 6,449,544 6,449,544 - 6,449,544 -
VALLEY RANCH CENTRE - 13,749,830 785,800 12,964,030 -
VENTURA VILLAGE - 10,754,400 460,628 10,293,772 -
VILLAGE CENTER 6 - 15,315,054 1,851,574 13,463,480 -
VILLAGE IN TRUSSVILLE - 4,372,399 838,350 3,534,049 -
WALKER CENTER - 10,329,707 474,386 9,855,321 -
WATERFORD TOWNE CENTER - 13,906,811 669,237 13,237,574 -
WELLEBY PLAZA - 8,491,855 1,352,228 7,139,627 -
WELLINGTON MARKETPLACE 15,857,646 15,857,646 - 15,857,646 -
WELLINGTON TOWN SQUARE - 9,981,195 1,143,337 8,837,858 -
WEST COUNTY MARKETPLACE - 6,674,062 1,317,509 5,356,553 -
WEST HILLS - 8,252,338 428,946 7,823,392 5,087,043
WEST PARK PLAZA - 11,009,186 370,982 10,638,204 -
WESTBROOK COMMONS - 15,294,393 226,857 15,067,536 -
WESTCHESTER PLAZA - 8,987,731 871,730 8,116,001 5,479,343
WESTLAKE VILLAGE CENTER - 33,343,006 2,191,176 31,151,830 -
WILLA SPRINGS SHOPPING CENTER - 11,045,642 243,518 10,802,124 -
WINDMILLER PLAZA PHASE I - 14,788,057 1,050,857 13,737,200 -
WOODCROFT SHOPPING CENTER - 7,068,545 813,495 6,255,050 -
WOODMAN VAN NUYS - 12,500,047 499,185 12,000,862 5,515,768
WOODMEN PLAZA - 16,091,731 1,030,600 15,061,131 -
WOODSIDE CENTRAL - 12,377,452 641,543 11,735,909 -
WORTHINGTON PARK CENTRE - 14,347,298 1,211,406 13,135,892 4,628,152
OPERATING BUILD TO SUIT PROPERTIES 58,053,628 58,053,628 2,880,324 55,173,304 2,650,433
---------------------------------------------------------------------------------
158,121,462 2,673,164,289 202,325,324 2,470,838,965 265,698,754
=================================================================================
S-7
REGENCY CENTERS CORPORATION
Combined Real Estate and Accumulated Depreciation
December 31, 2001
Depreciation and amortization of the Company's investment in buildings and
improvements reflected in the statements of operation is calculated over the
estimated useful lives of the assets as follows:
Buildings and improvements up to 40 years
The aggregate cost for Federal income tax purposes was approximately $2.6
billion at December 31, 2001.
The changes in total real estate assets for the period ended December 31, 2001,
2000 and 1999:
2001 2000 1999
---------------- ----------------- -----------------
Balance, beginning of period 2,561,795,627 2,401,953,304 1,183,184,013
Developed or acquired properties 187,979,361 219,887,989 1,215,563,938
Sale of properties (88,410,037) (56,037,062) (18,330,608)
Provision for loss on operating properties held for sale (1,595,136) (12,995,412) -
Reclass accumulated depreciation into revised land basis (1,627,178) - -
Reclass accumulated depreciation properties held for sale (815,400) (10,147,692) -
Improvements 15,837,052 19,134,500 21,535,961
---------------- ----------------- -----------------
Balance, end of period 2,673,164,289 2,561,795,627 2,401,953,304
================ ================= =================
The changes in accumulated depreciation for the period ended December 31, 2001,
2000 and 1999:
2001 2000 1999
---------------- ----------------- -----------------
Balance, beginning of period 147,053,900 104,467,176 58,983,738
Prior depreciation Midland JV'S transferred in 2,433,269 1,662,125 -
Sale of properties (5,052,051) (3,800,803) (721,007)
Reclass accumulated depreciation into revised land basis (1,627,178) - -
Reclass accumulated depreciation properties held for sale (815,400) (10,147,692) -
Depreciation for period 60,332,784 54,873,094 46,204,445
---------------- ----------------- -----------------
Balance, end of period 202,325,324 147,053,900 104,467,176
================ ================= =================
S-8
EXHIBIT 10(r)
AMENDED AND RESTATED
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, effective as of the __ day of April, 2002, is by and
between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and
MARTIN E. STEIN (the "Employee").
WHEREAS, the Company, formerly known as Regency Realty Corporation, and
the Employee previously entered into a change of control agreement, dated the
1st day of June, 2000 (the "Prior Agreement"); and
WHEREAS, to further induce the Employee to remain as an executive
officer of the Company and a key employee of the Company and/or one or more of
the Regency Entities (as defined below), the Company and the Employee desire to
enter into an amended and restated severance and change of control agreement
(the "Agreement"), which Agreement will replace and supersede the Prior
Agreement; and
WHEREAS, the parties agree that the restrictive covenants underlying
certain of the Employee's obligations under this Agreement are necessary to
protect the goodwill or other business interests of the Regency Entities and
that such restrictive covenants do not impose a greater restraint than is
necessary to protect such goodwill or other business interests.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, including the Employee's agreement to continue as an
executive officer of the Company and as an employee of one or more of the
Regency Entities, the Employee's agreement to provide consulting services
following certain terminations of employment pursuant to the terms hereof, and
the restrictive covenants contained herein, the Employee and the Company agree
as follows:
1. Definitions. The following words, when capitalized in this
Agreement, shall have the meanings ascribed below:
(a) "Affiliate" shall have the meaning given to such term in
Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means:
(i) the willful and substantial failure or refusal
of the Employee to perform duties assigned to the Employee
(unless the Employee shall be ill or disabled) under
circumstances where the Employee would not have Good
Reason to terminate employment hereunder, which failure or
refusal is not remedied by the Employee within 30 days after
written notice from the Company's Chief Executive Officer or
Chief Operating Officer or the Board of such failure or refusal
(for purposes of clarity, the Employee's poor performance shall
not constitute willful and substantial failure or refusal to
perform duties assigned to the Employee, but the failure to
report to work shall);
(ii) a material breach of the Employee's fiduciary
duties to any Regency Entity (such as obtaining secret profits
from the Regency Entity) or a violation by the Employee in the
course of performing the Employee's duties to any Regency Entity
of any law, rule or regulation (other than traffic violations or
other minor offenses) where such violation has resulted or is
likely to result in material harm to any Regency Entity, and in
either case where such breach or violation constituted an act or
omission performed or made willfully, in bad faith and without a
reasonable belief that such act or omission was within the scope
of the Employee's employment hereunder; or
(iii) the Employee's engaging in illegal conduct
(other than traffic violations or other minor offenses) which
results in a conviction (or a nolo contendere plea thereto)
which is not subject to further appeal and which is injurious to
the business or public image of any Regency Entity.
(d) "Change of Control" shall mean the occurrence of any one
or more of the following events:
(i) an acquisition, in any one transaction or series
of transactions, after which any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), has beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 25% or more
(or an acquisition of an additional 5% or more if such
individual, entity or group already has beneficial ownership of
25% or more) of either the then outstanding shares of Company
common stock or the combined voting power of the then out-
standing voting securities of the Company, but excluding, for
this purpose, any such acquisition (A) from the Company, (B) by
the Company or any employee benefit plan (or related trust) of
the Company, (C) by any Security Capital Entity (other than
General Electric Capital Corporation and EB Acquisition Corp.)
made while the standstill provisions of the Shareholders Agree-
ment are in effect and made in compliance with such provisions,
but excluding an acquisition made in connection with the waiver
of any such standstill provisions, (D) pursuant to the merger
described in the Agreement and Plan of Merger, dated as of
December 14, 2001, by and among Security Capital Group
Incorporated, General Electric Capital Corporation and EB
Acquisition Corp., or (E) by any corporation with respect to
which, following such acquisition, all of the then outstanding
shares of common stock and voting securities of such corporation
are then beneficially owned, directly or indirectly, in
substantially the same proportions, by the beneficial owners of
the common
2
stock and voting securities of the Company immediately prior to
such acquisition;
(ii) 50% or more of the members of the Board (A) are
not Continuing Directors, or (B) whether or not they are
Continuing Directors, are nominated by or elected by the same
Beneficial Owner (for this purpose, a director of the Company
shall be deemed to be nominated or elected, respectively, by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by the Company (whether through purchase, merger
or otherwise) of all or substantially all of the operating
assets or capital stock of another entity;
(iii) the (A) consummation of a reorganization,
merger, share exchange, consolidation or similar transaction,
in each case, with respect to which the individuals and entities
who were the respective beneficial owners of the common stock
and voting securities of the Company immediately prior to such
transaction do not, following such transaction, beneficially
own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and voting securities of
the corporation resulting from such reorganization, merger or
consolidation, (B) consummation of the sale or other disposition
of all or substantially all of the assets of the Company or (C)
approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company, in each case, other
than pursuant to the merger described in the Agreement and Plan
of Merger, dated as of December 14, 2001, by and among Security
Capital Group Incorporated, General Electric Capital Corporation
and EB Acquisition Corp.; or
(iv) termination of the standstill provisions in the
Stockholders Agreement.
For clarity, the termination of the standstill provisions
described in Section 1(d)(iv) shall occur on the effective
date of such termination, and not on the date notice of intent
not to extend the provisions is given. More than one Change of
Control may occur during the term of this Agreement. For
purposes of determining the term of this Agreement pursuant to
Section 2 and the two-year period following a Change of
Control pursuant to Section 4, a Change of Control shall be
deemed to have occurred (and, accordingly, a new period shall
begin) each time one of the events described in this Section
1(d) occurs.
(e) "Code" means the Internal Revenue Code of 1986, as
amended.
3
(f) "Compete" means to directly or indirectly own (other
than a 5% or less interest in a public company), manage, operate or control, or
provide services as an employee, officer, director, consultant or otherwise for,
any nationally-based, publicly-traded REIT whose primary business is related to
the ownership of grocery-anchored shopping centers and that is comparable to the
Company in terms of total assets.
(g) "Continuing Director" means:
(i) any member of the Board who was a member of the
Board on January 1, 2002, and any successor of a Continuing
Director who is recommended to succeed a Continuing Director (or
whose election or nomination for election is approved) by at
least a majority of the Continuing Directors then on the Board;
and
(ii) any individual who becomes a director pursuant
to Article 2 of the Stockholders Agreement.
(h) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(i) "Good Reason" means any one or more of the following
events (unless consented to in writing by the Employee):
(i) a material diminution or adverse change in the
nature of the Employee's title, position, reporting relation-
ships, authority, duties or responsibilities (including as a
type of diminution, the Employee's occupation of the same title
and/or position, but with a privately-held company);
(ii) a diminution that is more than de minimis in
either the Employee's annual base salary or total compensation
opportunity (which, for this purpose, means the aggregate of the
annual base salary, annual bonus and long-term incentive
compensation that the Employee has an opportunity to earn
pursuant to awards made in any one calendar year) or in the
formula used to determine the Employee's annual bonus or long-
term incentive compensation, or a material diminution in the
Employee's overall employee and fringe benefits (it being
understood by the parties that if the Employee has the same
total compensation opportunity or compensation formula, but the
compensation actually received by the Employee is diminished due
to the Company's or the Employee's performance, such diminution
shall not constitute Good Reason);
(iii) the Employee's principle place of business is
relocated to a location that is both more than 50 miles from its
current location and further from the Employee's residence than
the location of the Employee's principle place of business prior
to the relocation;
(iv) a successor fails to assume this Agreement, or
amends or modifies this Agreement;
4
(v) a material breach of this Agreement by the
Company or a successor thereto;
(vi) if the Employee is also a director of the
Company, the failure of the Employee to be re-elected to the
Board, if the Company becomes a subsidiary of a publicly-traded
company, to be elected to the board of directors of such
publicly-traded company;
(vii) the Company or its successor giving notice that
this Agreement will not be automatically extended; or
(viii) if, and only if, the Employee has been employed
on a full-time basis for at least one full calendar year, both
of the following conditions are met: (A) the Employee travels at
least 50 days during a calendar year, and (B) the total number
of days the Employee travels in such calendar year exceeds by
25 days or more the average number of days the Employee
traveled per year on Company business during the two calendar
years immediately preceding such calendar year or, if the
Employee has not been employed on a full-time basis for two
full calendar years, during the one calendar year immediately
preceding such calendar year.
For purposes of subsection 1(i)(viii) above, any day in which
the Employee is required to stay overnight shall constitute a
day of travel.
No event described above shall constitute Good Reason unless
the Employee has given written notice to the Company
specifying the event relied upon for such termination within
six months after the Employee becomes aware, or reasonably
should have become aware, of the occurrence of such event and,
if the event can be remedied, the Company has not remedied
such within 30 days of receipt of the notice.
(j) "Person" means a "person" as used in Sections 3(a)(9)
and 13(d) of the Exchange Act.
(k) "Regency Entity or Regency Entities" means the Company,
its Affiliates, and any other entities the ownership of which is attributable to
the Company pursuant to Section 318 (including any successor provision) of the
Code.
(l) "Retirement" means the Employee's voluntary termination
of employment after (i) attaining age 65, (ii) attaining age 55 with 10 Years of
Service, or (iii) attaining an age which, when added to the Employee's Years of
Service, equals at least 75.
(m) "Security Capital Entities" means Security Capital
Holdings S.A. and Security Capital U.S. Realty and any Affiliates of either who
are bound by the Stockholders Agreement.
5
(n) "Stockholders Agreement" means the Stockholders Agree-
ment dated July 10, 1996, as amended, among the Security Capital Entities and
the Company.
(o) "Years of Service" means the Employee's total years of
employment with a Regency Entity or an entity or division that is acquired by or
merged with a Regency Entity.
2. Term. The term of this Agreement shall begin on the date hereof
and end at 11:59 p.m. on December 31, 2007, and thereafter shall automatically
renew for successive five-year terms unless either party delivers written notice
of non-renewal to the other party within 90 days prior to the end of the then
current term; provided, however, that if a Change of Control has occurred during
the original or any extended term (including any extension resulting from a
prior Change of Control), the term of the Agreement shall end no earlier than 24
calendar months after the end of the calendar month in which the Change of
Control occurs.
3. Severance. Except in circumstances in which the Employee would
be entitled to payments and benefits in connection with a Change of Control as
provided in Section 4 below, in the event that during the term of this Agreement
the Company terminates the Employee's employment without Cause or the Employee
terminates the Employee's employment for Good Reason:
(a) The Employee shall be entitled to receive a lump sum
cash payment within 15 days after the date of termination (or at the Company's
election, such lump sum divided into equal monthly installments at the end of
each month for 18 months, commencing no later than the month following the month
in which the termination occurred) equal to the sum of (i) one and one-half
times the Employee's annual base salary in effect on the date of termination,
and (ii) one and one-half times the Employee's most recent annual cash bonus, if
any, or, if greater, one and one-half times the Employee's target annual cash
bonus for the year in which the termination occurs.
(b) For an 18 month period following termination of employ-
ment, the Employee and, as applicable, the Employee's covered dependants, shall
be entitled to medical, dental and hospitalization coverage, in each case at the
same level of benefits and at the same dollar cost to the Employee as is being
provided by the Company to employees at the same or equivalent level or title as
was the Employee, whether maintained pursuant to a plan, policy or other
arrangement (written or unwritten), as if the Employee were still employed
during such period; provided, however, that any such continued coverage shall be
offset by comparable coverage provided to the Employee in connection with
subsequent employment or other service. If such benefits cannot be provided
under the Company's existing benefit plan, policy or other arrangement without
violating any non-discrimination rules or regulations, individual coverage will
be provided at no additional charge to the Employee or, as determined by the
Company, the cash equivalent thereof will be paid to the Employee (net of
taxes).
6
4. Change of Control. In the event that during the term of this
Agreement the Company terminates the Employee's employment without Cause or the
Employee terminates the Employee's employment for Good Reason, in each case
within two years following a Change of Control, the following provisions shall
apply:
(a) The Employee shall be entitled to receive a lump sum
cash payment within 15 days after the date of termination (or at the Company's
election, such lump sum divided into equal monthly installments at the end of
each month for 36 months, commencing no later than the month following the month
in which the termination occurred) equal to the sum of (i) three times the
Employee's annual base salary in effect on the date of termination or, if
greater, immediately prior to the Change of Control, and (ii) three times the
Employee's most recent annual cash bonus, if any, or, if greater, three times
the Employee's target annual cash bonus for the year in which the termination
occurs.
(b) For a 36 month period following termination of employ-
ment, the Employee and, as applicable, the Employee's covered dependants, shall
be entitled to medical, dental and hospitalization coverage, in each case at the
same level of benefits and at the same dollar cost to the Employee as is being
provided by the Company to employees at the same or equivalent level or title as
was the Employee, whether maintained pursuant to a plan, policy or other
arrangement (written or unwritten), as if the Employee were still employed
during such period; provided, however, that any such continued coverage shall be
offset by comparable coverage provided to the Employee in connection with
subsequent employment or other service; provided, however, that if such benefits
cannot be provided under the Company's existing benefit plan without violating
any non-discrimination rules or regulations, policy or other arrangement,
individual coverage will be provided at no additional charge to the Employee or,
as determined by the Company, the cash equivalent thereof will be paid to the
Employee (net of taxes).
(c) All unvested stock options and unvested dividend
equivalent units (DEUs) held by Employee, or by the Company on the Employee's
behalf, will fully vest on the date of termination of the Employee. The Employee
shall be entitled to exercise all unexercised stock options within the earlier
of (i) 90 days following termination of employment or (ii) the expiration date
of such options as provided in each option agreement pertaining thereto. All
DEUs held by the Company on the Employee's behalf will be immediately
distributed to the Employee and, in addition, to the extent (after taking into
account all DEUs received pursuant to this Section 4(c) and any prior DEUs
received by the Employee) the Employee has received less than five years of DEUs
on the unexercised portion of any outstanding stock option grant that qualifies
for DEUs, an additional payment will be made to the Employee pursuant to and in
accordance with Appendix A, which is attached hereto and made a part hereof, so
that at least five years' of DEUs have been received by the Employee on the
unexercised portion of all of such outstanding options.
7
(d) All unvested restricted stock held by the Company on the
Employee's behalf will fully vest on the date of the Employee's termination of
employment and will be immediately distributed to Employee (together with any
accrued dividends).
(e) The following provisions shall apply to any stock
purchase loans owed by the Employee to the Company (the "Stock Purchase Loans"):
(i) Stock Purchase Loans will become non-recourse
obligations on the date of termination of the Employee's
employment;
(ii) with respect to all Stock Purchase Loans that
contain forgiveness provisions based on the Employee remaining
employed by any Regency Entity and/or the satisfaction of
performance criteria, the principal and interest related to
the portion of the loans subject to such forgiveness
provisions shall be forgiven on the date of termination of the
Employee's employment;
(iii) if, after forgiveness pursuant to Section
4(e)(ii), the outstanding principle and interest on a Stock
Purchase Loan exceeds the value of the remaining stock
collateral related to such Stock Purchase Loan (after releasing
from collateral the shares that were related to the portion of
the loan forgiven pursuant to Section 4(e)(ii)), such excess
amount (and only such excess amount) of principal and interest
shall be forgiven;
(iv) if making the Stock Purchase Loans non-recourse
obligations pursuant to Section 4(e)(i), or forgiveness of a
portion of any Stock Purchase Loans pursuant to Section
4(e)(iii), results in ordinary income to the Employee for
federal, state or local income tax purposes ("Loan Income"), the
Company shall pay to the Employee at the same time that it pays
the other amounts due hereunder an amount with respect to such
Loan Income sufficient to cover the federal, state or local
taxes due on such Loan Income and on the cash payment made
under this subsection (iv); and
(v) For purposes of Section 4(e)(iv), the Employee
shall be deemed to pay federal income taxes at the highest
marginal federal tax rates in the calendar year in which such
payment is made and any state or local income taxes at the
highest marginal rates applicable in the state and locality of
the Employee's domicile for income tax purposes in the calendar
year in which such payment is made hereunder and assuming the
maximum available deduction from income for federal income taxes
purposes of any such state or local income taxes.
8
5. Excise Tax.
(a) If any payment or benefit (including, but not by way of
limitation, benefits such as accelerated vesting and/or distributions of stock
options, dividend equivalents and restricted stock, loan forgiveness, and the
continuation of fringe and other benefits) to the Employee hereunder or any
other payments received or to be received by the Employee from any Regency
Entity or any successor thereto (collectively, "Payments") (whether payable upon
termination of employment or otherwise and whether payable pursuant to the terms
hereof or any other plan, agreement or arrangement with any Regency Entity)
would, in the opinion of Tax Counsel (as defined in Section 5(c)) constitute a
"parachute payment" under Section 280G of the Code, or if it is ultimately
determined by a court or pursuant to a final determination by the Internal
Revenue Service that any portion of the Payments is subject to the tax (the
"Excise Tax") imposed by Section 4999 of the Code, then, except as provided in
the last sentence of this Section 5(a), the Company shall pay to the Employee
within fifteen days after such determination an additional amount (the "Gross-Up
Payment") such that the net amount retained by the Employee after deduction of
(i) any Excise Tax; (ii) any federal, state or local tax arising in respect of
imposition of such Excise Tax; (iii) any federal, state or local tax or Excise
Tax imposed upon the payment provided for by this Section 5(a); and (iv) any
interest charges or penalties arising as a result of filing federal, state or
local tax returns in accordance with the opinion of Tax Counsel described in
Section 5(c), shall be equal to the Payments. Notwithstanding the foregoing, if
the amount of the Payments does not exceed by more than $25,000.00 the amount
that would be payable to the Employee if the Payments were reduced to one dollar
less than what would constitute a "parachute payment" under Section 280G of the
Code (the "Scaled Back Amount"), then the Payments shall be reduced to the
Scaled Back Amount, and the Employee shall not be entitled to any Gross-Up
Payment.
(b) For purposes of this Section 5, the Employee shall be
deemed to pay federal income taxes at the highest marginal federal tax rates in
the calendar year in which such payment is made and any state or local income
taxes at the highest marginal rates applicable in the state and locality of the
Employee's domicile for income tax purposes in the calendar year in which such
payment is made hereunder and assuming the maximum available deduction from
income for federal income taxes purposes of any such state or local income
taxes.
9
(c) For purposes of Section 5(a), within 60 days after
delivery of a written notice of termination by the Employee or by the Company
pursuant to this Agreement (or, if an event other than termination of employment
results in payment of parachute payments under Section 280G and it is reasonably
possible that such parachute payments could result in an Excise Tax, with 60
days after such other event), the Company shall obtain, at its expense, the
opinion (which need not be unqualified) of nationally recognized tax counsel
("Tax Counsel") selected by the Company's independent auditors, which sets forth
(i) the "base amount" within the meaning of Section 280G; (ii) the aggregate
present value of the payments in the nature of compensation to the Employee as
prescribed in Section 280G(b)(2)(A)(ii); and (iii) the amount and present value
of any "excess parachute payment" within the meaning of Section 280G(b)(1). For
purposes of such opinion, the value of any non-cash benefits or any deferred
payment or benefit shall be determined by the Company's independent auditors in
accordance with the principles of Section 280G and regulations thereunder, which
determination shall be evidenced in a certificate of such auditors addressed to
the Company and the Employee. Such opinion shall be addressed to the Company and
the Employee and shall be binding upon the Company and the Employee.
6. Retirement. If the Employee's termination of employment
constitutes Retirement, in addition to any payments and benefits to which the
Employee may become entitled under Section 3 hereof, the Employee shall also
receive the benefits provided in Sections 4(c), 4(d), and 4(e) and, in addition,
the Employee shall be entitled to exercise all unexercised stock options within
the earlier of (a) three years following termination of employment or (b) the
expiration date of such options as provided in each option agreement pertaining
thereto.
7. Death and Disability. In no event shall a termination of the
Employee's employment due to death or Disability constitute a termination by the
Company without Cause or a termination by the Employee for Good Reason; however,
upon termination of employment due to the Employee's death or Disability, the
Employee shall receive the benefits provided in Sections 4(c), 4(d), and 4(e).
For purposes of this Agreement, the Employee shall be deemed terminated for
Disability if the Employee is (or would be if a participant) entitled to
long-term disability benefits under the Company's disability plan or policy or,
if no such plan or policy is in place, if the Employee has been unable to
substantially perform his duties, due to physical or mental incapacity, for 180
consecutive days.
10
8. Stock Options, Restricted Stock and Stock Purchase Loans. If a
Change of Control results in the stock underlying the Employee's stock option
and restricted stock awards being no longer publicly traded (after taking into
consideration the conversion or replacement of the Employee's stock option and
restricted stock awards in connection with such Change of Control, if
applicable), upon such Change of Control, notwithstanding anything to the
contrary contained in the related plan or award agreement, all of the Employee's
outstanding stock options and/or restricted stock awards shall be cancelled and,
in consideration for the cancellation of such awards, the Employee shall receive
a cash payment equal to the amount the Employee would have received in the
Change of Control had the Employee been a shareholder of the Company with
respect to all of the shares subject to such stock option and restricted stock
awards, plus any dividends that had accumulated on the Employee's restricted
stock as of the date of the Change of Control, less the aggregate exercise price
on such stock options and any required tax withholding. Additionally, the
Employee shall receive the DEU benefits described in Section 4(c) and Appendix A
that would have been provided if the Employee's employment had been terminated
by the Company without Cause as of the date of the Change of Control, and the
Stock Purchase Loan provisions contained in Section 4(e) shall apply as if the
Employee's employment had been terminated by the Company without Cause as of the
date of the Change of Control.
9. Reductions in Base Salary and Annual Bonus. For purposes of this
Agreement, in the event there is a reduction in the Employee's base salary and/
or annual bonus that would constitute the basis for a termination for Good
Reason, the base salary and/or annual bonus used for purposes of calculating the
severance payable pursuant to Sections 3(a) or 4(a), as the case may be, shall
be the amounts in effect immediately prior to such reduction.
10. Other Payments and Benefits. On any termination of employment,
including, without limitation, termination due to the Employee's death or
Disability (as defined in Section 7), the Employee shall receive any accrued but
unpaid salary, reimbursement of any business or other expenses incurred prior to
termination of employment but for which the Employee had not received
reimbursement, and any other rights, compensation and/or benefits as may be due
the Employee in accordance with the terms and provisions of any agreements,
plans or programs of the Company (but in no event shall the Employee be entitled
to duplicative rights, compensation and/or benefits).
11. Mitigation. Except as provided in Sections 3(b) and 4(b) with
respect to offsetting benefits provided thereunder, and Section 5(a) with
respect to the Scaled Back Amount, the Employee shall not be required to
mitigate the amount of any payments or benefits provided to the Employee
hereunder by securing other employment or otherwise, nor will such payments and/
or benefits be reduced by reason of the Employee securing other employment or
for any other reason.
11
12. Release. Notwithstanding any provision herein to the contrary,
the Company shall not have any obligation to pay any amount or provide any
benefit, as the case may be, under this Agreement, unless and until (a) the
Employee executes (i) a release of the Regency Entities, in such form as the
Company may reasonably request, of all claims against the Regency Entities
relating to the Employee's employment and termination thereof and (ii) an
agreement to continue to comply with, and be bound by, the provisions of Section
13 hereof, and (b) the expiration of any applicable waiting or revocation
periods related to such release and agreement.
13. Restrictive Covenants and Consulting Arrangement.
(a) The Employee will not use or disclose any confidential
information of any Regency Entity without the Company's prior written consent,
except in furtherance of the business of the Regency Entities or except as may
be required by law. Additionally, and without limiting the foregoing, the
Employee agrees not to participate in or facilitate the dissemination to the
media or any other third party (i) of any confidential information concerning
any Regency Entity or any employee of any Regency Entity, or (ii) of any
damaging or defamatory information concerning the Employee's experiences as an
employee of any Regency Entity, without the Company's prior written consent
except as may be required by law. Notwithstanding the foregoing, this paragraph
does not apply to information which is already in the public domain through no
fault of the Employee.
(b) During the Employee's employment and during the one-year
period after the Employee ceases to be employed by any of the Regency Entities,
the Employee agrees that:
(i) the Employee shall not directly or knowingly and
intentionally through another party recruit, induce, solicit or
assist any other Person in recruiting, inducing or soliciting
any other employee of any Regency Entity to leave such
employment;
(ii) the Employee shall not Compete or personally
solicit, induce or assist any other Person in soliciting or
inducing (A) any tenant in a shopping center of any Regency
Entity that was a tenant on the date of termination of the
Employee's employment (the "Termination Date") to terminate a
lease, or (B) any tenant, property owner or build-to-suit
customer with whom any Regency Entity entered into a lease,
acquisition contract, business combination contract, or
development contract on the Termination Date to terminate such
lease or other contract, or (C) any prospective tenant, property
owner or prospective build-to-suit customer with which any
Regency Entity was actively conducting negotiations on the
Termination Date with respect to a lease, acquisition, business
combination or development project to cease such negotiations,
unless the Employee was not aware that such negotiations were
being conducted.
12
(c) For a six month period following any termination of
employment described in Section 4 hereof, the Employee agrees to make himself
available and, as requested by the Company from time to time, to provide
consulting services with respect to any projects the Employee was involved in
prior to such termination and/or to provide such other consulting services as
the Company may reasonably request. The Employee will be reimbursed for travel
and miscellaneous expenses incurred in connection with the provision of consult-
ing services hereunder. The Company will provide the Employee reasonable advance
notice of any request to provide consulting services, and will make all
reasonable accommodations necessary to prevent the Employee's commitment here-
under from materially interfering with the Employee's employment obligations, if
any. In no event will the Employee be required to provide more than 20 hours of
consulting services in any one month to the Company pursuant to this provision.
(d) The parties agree that any breach of this Section 13
will result in irreparable harm to the non-breaching party which cannot be fully
compensated by monetary damages and accordingly, in the event of any breach or
threatened breach of this Section 13, the non-breaching party shall be entitled
to injunctive relief. Should any provision of this Section 13 be determined by
a court of law or equity to be unreasonable or unenforceable, the parties agree
that to the extent it is valid and enforceable, they shall be bound by the same,
the intention of the parties being that the parties be given the broadest
protection allowed by law or equity with respect to such provision.
(e) The provisions of this Section 13 shall survive the
termination of this Agreement.
14. Withholding. The Company shall withhold from all payments to
the Employee hereunder all amounts required to be withheld under applicable
local, state or federal income tax law.
15. Dispute Resolution. Any dispute, controversy or claim between
the Company and the Employee or other person arising out of or relating to this
Agreement shall be settled by arbitration conducted in the City of Jacksonville
in accordance with the Commercial Rules of the American Arbitration Association
then in force and Florida law within 30 days after written notice from one party
to the other requesting that the matter be submitted to arbitration. The
arbitration decision or award shall be binding and final upon the parties. The
arbitration award shall be in writing and shall set forth the basis thereof. The
parties hereto shall abide by all awards rendered in such arbitration
proceedings, and all such awards may be enforced and executed upon in any court
having jurisdiction over the party against whom enforcement of such award is
sought. The Company agrees to reimburse the Employee for all costs and expenses
(including, without limitation, reasonable attorneys' fees, arbitration and
court costs and other related costs and expenses) the Employee reasonably incurs
as a result of any dispute or contest regarding this Agreement and the parties'
rights and obligations hereunder if, and when, the Employee prevails on at least
one material claim; otherwise, each party shall be responsible for its own costs
and expenses.
13
16. Miscellaneous. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida (exclusive of conflict of law
principles). In the event that any provision of this Agreement shall be invalid,
illegal or unenforceable, the remainder shall not be affected thereby. This
Agreement supersedes and terminates any prior employment agreement, severance
agreement, change of control agreement or non-competition agreement between the
Company or Pacific Retail Trust (to which the Company is successor by merger)
and the Employee. It is intended that the payments and benefits provided under
this Agreement are in lieu of, and not in addition to, termination, severance or
change of control payments and benefits provided under the Company's other
termination or severance plans, policies or agreements, if any. This Agreement
shall be binding upon and inure to the benefit of the Employee and the
Employee's heirs and personal representatives and the Company and its
successors, assigns and legal representatives. Headings herein are inserted for
convenience and shall not affect the interpretation of any provision of the
Agreement. References to sections of the Exchange Act or the Code, or rules or
regulations related thereto, shall be deemed to refer to any successor
provisions, as applicable. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation, or otherwise) to
expressly assume and agree to perform under this Agreement in the same manner
and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement may not be terminated, amended, or
modified except by a written agreement executed by the parties hereto or their
respective successors and legal representatives. The parties hereby acknowledge
that the Employee and his family own the furnishings (including, but not by way
of limitation, all furniture, rugs, pictures, sculptures and other artwork) in
the Employee's office, Joan Newton's office, the office entryway and the
boardroom (other than the board table), and that the Employee may remove such
furnishings at any time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
REGENCY CENTERS CORPORATION
By: /s/ John C. Schweitzer
-------------------------------------
John C. Schweitzer
Its: Chairman of the Compensation
Committee of the Board of
Directors
MARTIN E. STEIN
/s/ Martin E. Stein
-----------------------------------------
14
Appendix A
5 Year Dividend Equivalent Acceleration Example
Option Grant Assumptions:
Grant Date 29-Jul-99
No. of Options Granted 6,872
Grant Price at Grant Date $21.06
Avg S&P Dividend Yield 1.18%
FMV Regency Stock Price $28.50
Dividend Equivalent Per Share:
Current Annual Dividend $2.04
Dividend Yield on Grant Price 9.69% $2.04 divided by $21.06
Less S&P Avg Dividend Yield -1.18%
------
DEU Yield on Grant Price 8.51%
=====
DEU Per Option $1.79 8.51% times $21.06
Accelerated Dividend Equivalent:
Annual DEU Amount $12,311 $1.79 times 6,872
5 Year DEU Acceleration $61,556 5 times $12,311
Annual compounding of Qtrly Dividend $20,370 Apply current dividend yield of 9.69% for 5 years
-------
Total Accelerated DEU Amount $81,926
=======
Accelerated DEU in Shares 2,875 $ divided by current price $28.500
Less Actual Shares Distributed to date -605
----
Net Accelerated DEU in Shares 2,270
=====
Net Value of Accelerated DE $64,684 2,270 times $28.500
EXHIBIT 10(s)
AMENDED AND RESTATED
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, effective as of the __ day of April, 2002, is by and
between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and
BRUCE M. JOHNSON (the "Employee").
WHEREAS, the Company, formerly known as Regency Realty Corporation, and
the Employee previously entered into a change of control agreement, dated the
1st day of June, 2000 (the "Prior Agreement"); and
WHEREAS, to further induce the Employee to remain as an executive
officer of the Company and a key employee of the Company and/or one or more of
the Regency Entities (as defined below), the Company and the Employee desire to
enter into an amended and restated severance and change of control agreement
(the "Agreement"), which Agreement will replace and supersede the Prior
Agreement; and
WHEREAS, the parties agree that the restrictive covenants underlying
certain of the Employee's obligations under this Agreement are necessary to
protect the goodwill or other business interests of the Regency Entities and
that such restrictive covenants do not impose a greater restraint than is
necessary to protect such goodwill or other business interests.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, including the Employee's agreement to continue as an
executive officer of the Company and as an employee of one or more of the
Regency Entities, the Employee's agreement to provide consulting services
following certain terminations of employment pursuant to the terms hereof, and
the restrictive covenants contained herein, the Employee and the Company agree
as follows:
1. Definitions. The following words, when capitalized in this
Agreement, shall have the meanings ascribed below:
(a) "Affiliate" shall have the meaning given to such term in
Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means:
(i) the willful and substantial failure or refusal
of the Employee to perform duties assigned to the Employee
(unless the Employee shall be ill or disabled) under
circumstances where the Employee would not have Good Reason to
terminate employment hereunder, which failure or refusal is not
remedied by the Employee within 30 days after written notice
from the Company's Chief Executive Officer or Chief Operating
Officer or the Board of such failure or refusal (for purposes of
clarity, the Employee's poor performance shall not constitute
willful and substantial failure or refusal to perform duties
assigned to the Employee, but the failure to report to work
shall);
(ii) a material breach of the Employee's fiduciary
duties to any Regency Entity (such as obtaining secret profits
from the Regency Entity) or a violation by the Employee in the
course of performing the Employee's duties to any Regency Entity
of any law, rule or regulation (other than traffic violations or
other minor offenses) where such violation has resulted or is
likely to result in material harm to any Regency Entity, and in
either case where such breach or violation constituted an act or
omission performed or made willfully, in bad faith and without a
reasonable belief that such act or omission was within the scope
of the Employee's employment hereunder; or
(iii) the Employee's engaging in illegal conduct
(other than traffic violations or other minor offenses) which
results in a conviction (or a nolo contendere plea thereto)
which is not subject to further appeal and which is injurious to
the business or public image of any Regency Entity.
(d) "Change of Control" shall mean the occurrence of any one
or more of the following events:
(i) an acquisition, in any one transaction or series
of transactions, after which any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), has beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 25% or more
(or an acquisition of an additional 5% or more if such
individual, entity or group already has beneficial ownership of
25% or more) of either the then outstanding shares of Company
common stock or the combined voting power of the then outstand-
ing voting securities of the Company, but excluding, for this
purpose, any such acquisition (A) from the Company, (B) by the
Company or any employee benefit plan (or related trust) of the
Company, (C) by any Security Capital Entity (other than General
Electric Capital Corporation and EB Acquisition Corp.) made
while the standstill provisions of the Shareholders Agreement
are in effect and made in compliance with such provisions, but
excluding an acquisition made in connection with the waiver of
any such standstill provisions, (D) pursuant to the merger
described in the Agreement and Plan of Merger, dated as of
December 14, 2001, by and among Security Capital
2
Group Incorporated, General Electric Capital Corporation and EB
Acquisition Corp., or (E) by any corporation with respect to
which, following such acquisition, all of the then outstanding
shares of common stock and voting securities of such corporation
are then beneficially owned, directly or indirectly, in
substantially the same proportions, by the beneficial owners of
the common stock and voting securities of the Company
immediately prior to such acquisition;
(ii) 50% or more of the members of the Board (A) are
not Continuing Directors, or (B) whether or not they are
Continuing Directors, are nominated by or elected by the same
Beneficial Owner (for this purpose, a director of the Company
shall be deemed to be nominated or elected, respectively, by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by the Company (whether through purchase, merger
or otherwise) of all or substantially all of the operating
assets or capital stock of another entity;
(iii) the (A) consummation of a reorganization,
merger, share exchange, consolidation or similar transaction,
in each case, with respect to which the individuals and entities
who were the respective beneficial owners of the common stock
and voting securities of the Company immediately prior to such
transaction do not, following such transaction, beneficially
own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and voting securities of
the corporation resulting from such reorganization, merger or
consolidation, (B) consummation of the sale or other disposition
of all or substantially all of the assets of the Company or (C)
approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company, in each case, other
than pursuant to the merger described in the Agreement and Plan
of Merger, dated as of December 14, 2001, by and among Security
Capital Group Incorporated, General Electric Capital Corporation
and EB Acquisition Corp.; or
(iv) termination of the standstill provisions in the
Stockholders Agreement.
For clarity, the termination of the standstill provisions
described in Section 1(d)(iv) shall occur on the effective
date of such termination, and not on the date notice of intent
not to extend the provisions is given. More than one Change of
Control may occur during the term of this Agreement. For
purposes of determining the term of this Agreement pursuant to
Section 2 and the two-year period following a Change of
Control pursuant to Section 4, a Change of
3
Control shall be deemed to have occurred (and, accordingly, a
new period shall begin) each time one of the events described in
this Section 1(d) occurs.
(e) "Code" means the Internal Revenue Code of 1986, as
amended.
(f) "Continuing Director" means:
(i) any member of the Board who was a member of the
Board on January 1, 2002, and any successor of a Continuing
Director who is recommended to succeed a Continuing Director (or
whose election or nomination for election is approved) by at
least a majority of the Continuing Directors then on the Board;
and
(ii) any individual who becomes a director pursuant
to Article 2 of the Stockholders Agreement.
(g) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(h) "Good Reason" means any one or more of the following
events (unless consented to in writing by the Employee):
(i) a material diminution or adverse change in the
nature of the Employee's title, position, reporting relation-
ships, authority, duties or responsibilities (including as a
type of diminution, the Employee's occupation of the same title
and/or position, but with a privately-held company);
(ii) a diminution that is more than de minimis in
either the Employee's annual base salary or total compensation
opportunity (which, for this purpose, means the aggregate of the
annual base salary, annual bonus and long-term incentive
compensation that the Employee has an opportunity to earn
pursuant to awards made in any one calendar year) or in the
formula used to determine the Employee's annual bonus or long-
term incentive compensation, or a material diminution in the
Employee's overall employee and fringe benefits (it being
understood by the parties that if the Employee has the same
total compensation opportunity or compensation formula, but the
compensation actually received by the Employee is diminished due
to the Company's or the Employee's performance, such diminution
shall not constitute Good Reason);
(iii) the Employee's principle place of business is
relocated to a location that is both more than 50 miles from its
current location and further from the Employee's residence than
the location of the Employee's principle place of business prior
to the relocation;
(iv) a successor fails to assume this Agreement, or
amends or modifies this Agreement;
4
(v) a material breach of this Agreement by the
Company or a successor thereto;
(vi) if the Employee is also a director of the
Company, the failure of the Employee to be re-elected to the
Board, if the Company becomes a subsidiary of a publicly-traded
company, to be elected to the board of directors of such
publicly-traded company;
(vii) the Company or its successor giving notice that
this Agreement will not be automatically extended; or
(viii) if, and only if, the Employee has been employed
on a full-time basis for at least one full calendar year, both
of the following conditions are met: (A) the Employee travels at
least 50 days during a calendar year, and (B) the total number
of days the Employee travels in such calendar year exceeds by
25 days or more the average number of days the Employee
traveled per year on Company business during the two calendar
years immediately preceding such calendar year or, if the
Employee has not been employed on a full-time basis for two
full calendar years, during the one calendar year immediately
preceding such calendar year.
For purposes of subsection 1(h)(viii) above, any day in which
the Employee is required to stay overnight shall constitute a
day of travel.
No event described above shall constitute Good Reason unless
the Employee has given written notice to the Company
specifying the event relied upon for such termination within
six months after the Employee becomes aware, or reasonably
should have become aware, of the occurrence of such event and,
if the event can be remedied, the Company has not remedied
such within 30 days of receipt of the notice.
(i) "Person" means a "person" as used in Sections 3(a)(9)
and 13(d) of the Exchange Act.
(j) "Regency Entity or Regency Entities" means the Company,
its Affiliates, and any other entities the ownership of which is attributable to
the Company pursuant to Section 318 (including any successor provision) of the
Code.
(k) "Retirement" means the Employee's voluntary termination
of employment after (i) attaining age 65, (ii) attaining age 55 with 10 Years of
Service, or (iii) attaining an age which, when added to the Employee's Years of
Service, equals at least 75.
(l) "Security Capital Entities" means Security Capital
Holdings S.A. and Security Capital U.S. Realty and any Affiliates of either who
are bound by the Stockholders Agreement.
5
(m) "Stockholders Agreement" means the Stockholders
Agreement dated July 10, 1996, as amended, among the Security Capital Entities
and the Company.
(n) "Years of Service" means the Employee's total years of
employment with a Regency Entity or an entity or division that is acquired by or
merged with a Regency Entity.
2. Term. The term of this Agreement shall begin on the date hereof
and end at 11:59 p.m. on December 31, 2007, and thereafter shall automatically
renew for successive five-year terms unless either party delivers written notice
of non-renewal to the other party within 90 days prior to the end of the then
current term; provided, however, that if a Change of Control has occurred during
the original or any extended term (including any extension resulting from a
prior Change of Control), the term of the Agreement shall end no earlier than 24
calendar months after the end of the calendar month in which the Change of
Control occurs.
3. Severance. Except in circumstances in which the Employee would
be entitled to payments and benefits in connection with a Change of Control as
provided in Section 4 below, in the event that during the term of this Agreement
the Company terminates the Employee's employment without Cause or the Employee
terminates the Employee's employment for Good Reason:
(a) The Employee shall be entitled to receive a lump sum
cash payment within 15 days after the date of termination (or at the Company's
election, such lump sum divided into equal biweekly installments consistent with
the Company's standard payroll practices for 18 months, commencing no later than
the month following the month in which the termination occurred) equal to the
sum of (i) one and one-half times the Employee's annual base salary in effect on
the date of termination, and (ii) one and one-half times the Employee's most
recent annual cash bonus, if any, or, if greater, one and one-half times the
Employee's target annual cash bonus for the year in which the termination
occurs.
(b) For an 18 month period following termination of
employment, the Employee and, as applicable, the Employee's covered dependants,
shall be entitled to medical, dental and hospitalization coverage, in each case
at the same level of benefits and at the same dollar cost to the Employee as is
being provided by the Company to employees at the same or equivalent level or
title as was the Employee, whether maintained pursuant to a plan, policy or
other arrangement (written or unwritten), as if the Employee were still employed
during such period; provided, however, that any such continued coverage shall be
offset by comparable coverage provided to the Employee in connection with
subsequent employment or other service. If such benefits cannot be provided
under the Company's existing benefit plan, policy or other arrangement without
violating any non-discrimination rules or regulations, individual coverage will
be provided at no additional charge to the Employee or, as determined by the
Company, the cash equivalent thereof will be paid to the Employee (net of
taxes).
4. Change of Control. In the event that during the term of this
Agreement the Company terminates the Employee's employment without Cause or the
Employee terminates
6
the Employee's employment for Good Reason, in each case within two years
following a Change of Control, the following provisions shall apply:
(a) The Employee shall be entitled to receive a lump sum
cash payment within 15 days after the date of termination (or at the Company's
election, such lump sum divided into equal biweekly installments consistent with
the Company's standard payroll practices for 24 months, commencing no later than
the month following the month in which the termination occurred) equal to the
sum of (i) two times the Employee's annual base salary in effect on the date of
termination or, if greater, immediately prior to the Change of Control, and (ii)
two times the Employee's most recent annual cash bonus, if any, or, if greater,
two times the Employee's target annual cash bonus for the year in which the
termination occurs.
(b) For a 24 month period following termination of
employment, the Employee and, as applicable, the Employee's covered dependants,
shall be entitled to medical, dental and hospitalization coverage, in each case
at the same level of benefits and at the same dollar cost to the Employee as is
being provided by the Company to employees at the same or equivalent level or
title as was the Employee, whether maintained pursuant to a plan, policy or
other arrangement (written or unwritten), as if the Employee were still employed
during such period; provided, however, that any such continued coverage shall be
offset by comparable coverage provided to the Employee in connection with
subsequent employment or other service; provided, however, that if such benefits
cannot be provided under the Company's existing benefit plan without violating
any non-discrimination rules or regulations, policy or other arrangement,
individual coverage will be provided at no additional charge to the Employee or,
as determined by the Company, the cash equivalent thereof will be paid to the
Employee (net of taxes).
(c) All unvested stock options and unvested dividend
equivalent units (DEUs) held by Employee, or by the Company on the Employee's
behalf, will fully vest on the date of termination of the Employee. The Employee
shall be entitled to exercise all unexercised stock options within the earlier
of (i) 90 days following termination of employment or (ii) the expiration date
of such options as provided in each option agreement pertaining thereto. All
DEUs held by the Company on the Employee's behalf will be immediately
distributed to the Employee and, in addition, to the extent (after taking into
account all DEUs received pursuant to this Section 4(c) and any prior DEUs
received by the Employee) the Employee has received less than five years of DEUs
on the unexercised portion of any outstanding stock option grant that qualifies
for DEUs, an additional payment will be made to the Employee pursuant to and in
accordance with Appendix A, which is attached hereto and made a part hereof, so
that at least five years' of DEUs have been received by the Employee on the
unexercised portion of all of such outstanding options.
(d) All unvested restricted stock held by the Company on the
Employee's behalf will fully vest on the date of the Employee's termination of
employment and will be immediately distributed to Employee (together with any
accrued dividends).
7
(e) The following provisions shall apply to any stock
purchase loans owed by the Employee to the Company (the "Stock Purchase Loans"):
(i) Stock Purchase Loans will become non-recourse
obligations on the date of termination of the Employee's
employment;
(ii) with respect to all Stock Purchase Loans that
contain forgiveness provisions based on the Employee remaining
employed by any Regency Entity and/or the satisfaction of
performance criteria, the principal and interest related to
the portion of the loans subject to such forgiveness
provisions shall be forgiven on the date of termination of the
Employee's employment;
(iii) if, after forgiveness pursuant to Section
4(e)(ii), the outstanding principle and interest on a Stock
Purchase Loan exceeds the value of the remaining stock
collateral related to such Stock Purchase Loan (after releasing
from collateral the shares that were related to the portion of
the loan forgiven pursuant to Section 4(e)(ii)), such excess
amount (and only such excess amount) of principal and interest
shall be forgiven;
(iv) if making the Stock Purchase Loans non-recourse
obligations pursuant to Section 4(e)(i), or forgiveness of a
portion of any Stock Purchase Loans pursuant to Section
4(e)(iii), results in ordinary income to the Employee for
federal, state or local income tax purposes ("Loan Income"), the
Company shall pay to the Employee at the same time that it pays
the other amounts due hereunder an amount with respect to such
Loan Income sufficient to cover the federal, state or local
taxes due on such Loan Income and on the cash payment made
under this subsection (iv); and
(v) For purposes of Section 4(e)(iv), the Employee
shall be deemed to pay federal income taxes at the highest
marginal federal tax rates in the calendar year in which such
payment is made and any state or local income taxes at the
highest marginal rates applicable in the state and locality of
the Employee's domicile for income tax purposes in the calendar
year in which such payment is made hereunder and assuming the
maximum available deduction from income for federal income taxes
purposes of any such state or local income taxes.
5. Excise Tax.
(a) If any payment or benefit (including, but not by way of
limitation, benefits such as accelerated vesting and/or distributions of stock
options, dividend equivalents and restricted stock, loan forgiveness, and the
continuation of fringe and other benefits) to the Employee hereunder or any
other payments received or to be received by the Employee from any Regency
Entity or any successor thereto (collectively, "Payments") (whether payable upon
termination of employment or otherwise and whether payable pursuant to the terms
hereof or
8
any other plan, agreement or arrangement with any Regency Entity) would, in the
opinion of Tax Counsel (as defined in Section 5(c)) constitute a "parachute
payment" under Section 280G of the Code, or if it is ultimately determined by a
court or pursuant to a final determination by the Internal Revenue Service that
any portion of the Payments is subject to the tax (the "Excise Tax") imposed by
Section 4999 of the Code, then, except as provided in the last sentence of this
Section 5(a), the Company shall pay to the Employee within fifteen days after
such determination an additional amount (the "Gross-Up Payment") such that the
net amount retained by the Employee after deduction of (i) any Excise Tax; (ii)
any federal, state or local tax arising in respect of imposition of such Excise
Tax; (iii) any federal, state or local tax or Excise Tax imposed upon the
payment provided for by this Section 5(a); and (iv) any interest charges or
penalties arising as a result of filing federal, state or local tax returns in
accordance with the opinion of Tax Counsel described in Section 5(c), shall be
equal to the Payments. Notwithstanding the foregoing, if the amount of the
Payments does not exceed by more than $25,000.00 the amount that would be
payable to the Employee if the Payments were reduced to one dollar less than
what would constitute a "parachute payment" under Section 280G of the Code (the
"Scaled Back Amount"), then the Payments shall be reduced to the Scaled Back
Amount, and the Employee shall not be entitled to any Gross-Up Payment.
(b) For purposes of this Section 5, the Employee shall be
deemed to pay federal income taxes at the highest marginal federal tax rates in
the calendar year in which such payment is made and any state or local income
taxes at the highest marginal rates applicable in the state and locality of the
Employee's domicile for income tax purposes in the calendar year in which such
payment is made hereunder and assuming the maximum available deduction from
income for federal income taxes purposes of any such state or local income
taxes.
(c) For purposes of Section 5(a), within 60 days after
delivery of a written notice of termination by the Employee or by the Company
pursuant to this Agreement (or, if an event other than termination of employment
results in payment of parachute payments under Section 280G and it is reasonably
possible that such parachute payments could result in an Excise Tax, with 60
days after such other event), the Company shall obtain, at its expense, the
opinion (which need not be unqualified) of nationally recognized tax counsel
("Tax Counsel") selected by the Company's independent auditors, which sets forth
(i) the "base amount" within the meaning of Section 280G; (ii) the aggregate
present value of the payments in the nature of compensation to the Employee as
prescribed in Section 280G(b)(2)(A)(ii); and (iii) the amount and present value
of any "excess parachute payment" within the meaning of Section 280G(b)(1). For
purposes of such opinion, the value of any non-cash benefits or any deferred
payment or benefit shall be determined by the Company's independent auditors in
accordance with the principles of Section 280G and regulations thereunder, which
determination shall be evidenced in a certificate of such auditors addressed to
the Company and the Employee. Such opinion shall be addressed to the Company and
the Employee and shall be binding upon the Company and the Employee.
6. Retirement. If the Employee's termination of employment
constitutes Retirement, in addition to any payments and benefits to which the
Employee may become entitled under Section 3 hereof, the Employee shall also
receive the benefits provided in Sections 4(c), 4(d),
9
and 4(e) and, in addition, the Employee shall be entitled to exercise all
unexercised stock options within the earlier of (a) three years following
termination of employment or (b) the expiration date of such options as provided
in each option agreement pertaining thereto.
7. Death and Disability. In no event shall a termination of the
Employee's employment due to death or Disability constitute a termination by the
Company without Cause or a termination by the Employee for Good Reason; however,
upon termination of employment due to the Employee's death or Disability, the
Employee shall receive the benefits provided in Sections 4(c), 4(d), and 4(e).
For purposes of this Agreement, the Employee shall be deemed terminated for
Disability if the Employee is (or would be if a participant) entitled to
long-term disability benefits under the Company's disability plan or policy or,
if no such plan or policy is in place, if the Employee has been unable to
substantially perform his duties, due to physical or mental incapacity, for 180
consecutive days.
8. Stock Options, Restricted Stock and Stock Purchase Loans. If a
Change of Control results in the stock underlying the Employee's stock option
and restricted stock awards being no longer publicly traded (after taking into
consideration the conversion or replacement of the Employee's stock option and
restricted stock awards in connection with such Change of Control, if
applicable), upon such Change of Control, notwithstanding anything to the
contrary contained in the related plan or award agreement, all of the Employee's
outstanding stock options and/or restricted stock awards shall be cancelled and,
in consideration for the cancellation of such awards, the Employee shall receive
a cash payment equal to the amount the Employee would have received in the
Change of Control had the Employee been a shareholder of the Company with
respect to all of the shares subject to such stock option and restricted stock
awards, plus any dividends that had accumulated on the Employee's restricted
stock as of the date of the Change of Control, less the aggregate exercise price
on such stock options and any required tax withholding. Additionally, the
Employee shall receive the DEU benefits described in Section 4(c) and Appendix A
that would have been provided if the Employee's employment had been terminated
by the Company without Cause as of the date of the Change of Control, and the
Stock Purchase Loan provisions contained in Section 4(e) shall apply as if the
Employee's employment had been terminated by the Company without Cause as of the
date of the Change of Control.
9. Reductions in Base Salary and Annual Bonus. For purposes of this
Agreement, in the event there is a reduction in the Employee's base salary and/
or annual bonus that would constitute the basis for a termination for Good
Reason, the base salary and/or annual bonus used for purposes of calculating the
severance payable pursuant to Sections 3(a) or 4(a), as the case may be, shall
be the amounts in effect immediately prior to such reduction.
10. Other Payments and Benefits. On any termination of employment,
including, without limitation, termination due to the Employee's death or
Disability (as defined in Section 7), the Employee shall receive any accrued but
unpaid salary, reimbursement of any business or other expenses incurred prior to
termination of employment but for which the Employee had not received
reimbursement, and any other rights, compensation and/or benefits as may be due
the Employee in accordance with the terms and provisions of any agreements,
plans or
10
programs of the Company (but in no event shall the Employee be entitled to
duplicative rights, compensation and/or benefits).
11. Mitigation. Except as provided in Sections 3(b) and 4(b) with
respect to offsetting benefits provided thereunder, and Section 5(a) with
respect to the Scaled Back Amount, the Employee shall not be required to
mitigate the amount of any payments or benefits provided to the Employee
hereunder by securing other employment or otherwise, nor will such payments and/
or benefits be reduced by reason of the Employee securing other employment or
for any other reason.
12. Release. Notwithstanding any provision herein to the contrary,
the Company shall not have any obligation to pay any amount or provide any
benefit, as the case may be, under this Agreement, unless and until (a) the
Employee executes (i) a release of the Regency Entities, in such form as the
Company may reasonably request, of all claims against the Regency Entities
relating to the Employee's employment and termination thereof and (ii) an
agreement to continue to comply with, and be bound by, the provisions of Section
13 hereof, and (b) the expiration of any applicable waiting or revocation
periods related to such release and agreement.
13. Restrictive Covenants and Consulting Arrangement.
(a) The Employee will not use or disclose any confidential
information of any Regency Entity without the Company's prior written consent,
except in furtherance of the business of the Regency Entities or except as may
be required by law. Additionally, and without limiting the foregoing, the
Employee agrees not to participate in or facilitate the dissemination to the
media or any other third party (i) of any confidential information concerning
any Regency Entity or any employee of any Regency Entity, or (ii) of any
damaging or defamatory information concerning the Employee's experiences as an
employee of any Regency Entity, without the Company's prior written consent
except as may be required by law. Notwithstanding the foregoing, this paragraph
does not apply to information which is already in the public domain through no
fault of the Employee.
(b) During the Employee's employment and during the one-year
period after the Employee ceases to be employed by any of the Regency Entities,
the Employee agrees that:
(i) the Employee shall not directly or knowingly and
intentionally through another party recruit, induce, solicit or
assist any other Person in recruiting, inducing or soliciting
any other employee of any Regency Entity to leave such
employment;
(ii) the Employee shall not personally solicit,
induce or assist any other Person in soliciting or inducing
(A) any tenant in a shopping center of any Regency Entity that
was a tenant on the date of termination of the Employee's
employment (the "Termination Date") to terminate a lease, or
(B) any tenant, property owner or build-to-suit customer with
whom any Regency Entity
11
entered into a lease, acquisition contract, business combination
contract, or development contract on the Termination Date to
terminate such lease or other contract, or (C) any prospective
tenant, property owner or prospective build-to-suit customer
with which any Regency Entity was actively conducting
negotiations on the Termination Date with respect to a lease,
acquisition, business combination or development project to
cease such negotiations, unless the Employee was not aware that
such negotiations were being conducted.
(c) For a six month period following any termination of
employment described in Section 4 hereof, the Employee agrees to make himself
available and, as requested by the Company from time to time, to provide
consulting services with respect to any projects the Employee was involved in
prior to such termination and/or to provide such other consulting services as
the Company may reasonably request. The Employee will be reimbursed for travel
and miscellaneous expenses incurred in connection with the provision of
consulting services hereunder. The Company will provide the Employee reasonable
advance notice of any request to provide consulting services, and will make all
reasonable accommodations necessary to prevent the Employee's commitment
hereunder from materially interfering with the Employee's employment
obligations, if any. In no event will the Employee be required to provide more
than 20 hours of consulting services in any one month to the Company pursuant to
this provision.
(d) The parties agree that any breach of this Section 13
will result in irreparable harm to the non-breaching party which cannot be fully
compensated by monetary damages and accordingly, in the event of any breach or
threatened breach of this Section 13, the non-breaching party shall be entitled
to injunctive relief. Should any provision of this Section 13 be determined by a
court of law or equity to be unreasonable or unenforceable, the parties agree
that to the extent it is valid and enforceable, they shall be bound by the same,
the intention of the parties being that the parties be given the broadest
protection allowed by law or equity with respect to such provision.
(e) The provisions of this Section 13 shall survive the
termination of this Agreement.
14. Withholding. The Company shall withhold from all payments to
the Employee hereunder all amounts required to be withheld under applicable
local, state or federal income tax law.
15. Dispute Resolution. Any dispute, controversy or claim between
the Company and the Employee or other person arising out of or relating to this
Agreement shall be settled by arbitration conducted in the City of Jacksonville
in accordance with the Commercial Rules of the American Arbitration Association
then in force and Florida law within 30 days after written notice from one party
to the other requesting that the matter be submitted to arbitration. The
arbitration decision or award shall be binding and final upon the parties. The
arbitration award shall be in writing and shall set forth the basis thereof. The
parties hereto shall abide by all awards rendered in such arbitration
proceedings, and all such awards may be enforced and
12
executed upon in any court having jurisdiction over the party against whom
enforcement of such award is sought. The Company agrees to reimburse the
Employee for all costs and expenses (including, without limitation, reasonable
attorneys' fees, arbitration and court costs and other related costs and
expenses) the Employee reasonably incurs as a result of any dispute or contest
regarding this Agreement and the parties' rights and obligations hereunder if,
and when, the Employee prevails on at least one material claim; otherwise, each
party shall be responsible for its own costs and expenses.
16. Miscellaneous. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida (exclusive of conflict of law
principles). In the event that any provision of this Agreement shall be invalid,
illegal or unenforceable, the remainder shall not be affected thereby. This
Agreement supersedes and terminates any prior employment agreement, severance
agreement, change of control agreement or non-competition agreement between the
Company or Pacific Retail Trust (to which the Company is successor by merger)
and the Employee. It is intended that the payments and benefits provided under
this Agreement are in lieu of, and not in addition to, termination, severance or
change of control payments and benefits provided under the Company's other
termination or severance plans, policies or agreements, if any. This Agreement
shall be binding upon and inure to the benefit of the Employee and the
Employee's heirs and personal representatives and the Company and its
successors, assigns and legal representatives. Headings herein are inserted for
convenience and shall not affect the interpretation of any provision of the
Agreement. References to sections of the Exchange Act or the Code, or rules or
regulations related thereto, shall be deemed to refer to any successor
provisions, as applicable. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation, or otherwise) to
expressly assume and agree to perform under this Agreement in the same manner
and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement may not be terminated, amended, or
modified except by a written agreement executed by the parties hereto or their
respective successors and legal representatives.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
REGENCY CENTERS CORPORATION
By: /s/ Martin E. Stein
-------------------------------------
Martin E. Stein
Its: Chairman & Chief Executive
Officer
BRUCE M. JOHNSON
/s/ Bruce M. Johnson
-----------------------------------------
13
Appendix A
5 Year Dividend Equivalent Acceleration Example
Option Grant Assumptions:
Grant Date 29-Jul-99
No. of Options Granted 6,872
Grant Price at Grant Date $21.06
Avg S&P Dividend Yield 1.18%
FMV Regency Stock Price $28.50
Dividend Equivalent Per Share:
Current Annual Dividend $2.04
Dividend Yield on Grant Price 9.69% $2.04 divided by $21.06
Less S&P Avg Dividend Yield -1.18%
------
DEU Yield on Grant Price 8.51%
=====
DEU Per Option $1.79 8.51% times $21.06
Accelerated Dividend Equivalent:
Annual DEU Amount $12,311 $1.79 times 6,872
5 Year DEU Acceleration $61,556 5 times $12,311
Annual compounding of Qtrly Dividend $20,370 Apply current dividend yield of 9.69% for 5 years
-------
Total Accelerated DEU Amount $81,926
=======
Accelerated DEU in Shares 2,875 $ divided by current price $28.500
Less Actual Shares Distributed to date -605
----
Net Accelerated DEU in Shares 2,270
=====
Net Value of Accelerated DE $64,684 2,270 times $28.500
EXHIBIT 10(t)
AMENDED AND RESTATED
SEVERANCE AND CHANGE OF CONTROL AGREEMENT
THIS AGREEMENT, effective as of the __ day of April, 2002, is by and
between REGENCY CENTERS CORPORATION, a Florida corporation (the "Company") and
MARY LOU FIALA (the "Employee").
WHEREAS, the Company, formerly known as Regency Realty Corporation, and
the Employee previously entered into a change of control agreement, dated the
1st day of June, 2000 (the "Prior Agreement"); and
WHEREAS, to further induce the Employee to remain as an executive
officer of the Company and a key employee of the Company and/or one or more of
the Regency Entities (as defined below), the Company and the Employee desire to
enter into an amended and restated severance and change of control agreement
(the "Agreement"), which Agreement will replace and supersede the Prior
Agreement; and
WHEREAS, the parties agree that the restrictive covenants underlying
certain of the Employee's obligations under this Agreement are necessary to
protect the goodwill or other business interests of the Regency Entities and
that such restrictive covenants do not impose a greater restraint than is
necessary to protect such goodwill or other business interests.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, including the Employee's agreement to continue as an
executive officer of the Company and as an employee of one or more of the
Regency Entities, the Employee's agreement to provide consulting services
following certain terminations of employment pursuant to the terms hereof, and
the restrictive covenants contained herein, the Employee and the Company agree
as follows:
1. Definitions. The following words, when capitalized in this
Agreement, shall have the meanings ascribed below:
(a) "Affiliate" shall have the meaning given to such term in
Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means:
(i) the willful and substantial failure or refusal
of the Employee to perform duties assigned to the Employee
(unless the Employee shall be ill or disabled) under
circumstances where the Employee would not have Good Reason to
terminate employment hereunder, which failure or refusal is not
remedied by the Employee within 30 days after written notice
from the Company's Chief Executive Officer or Chief Operating
Officer or the Board of such failure or refusal (for purposes of
clarity, the Employee's poor performance shall not constitute
willful and substantial failure or refusal to perform duties
assigned to the Employee, but the failure to report to work
shall);
(ii) a material breach of the Employee's fiduciary
duties to any Regency Entity (such as obtaining secret profits
from the Regency Entity) or a violation by the Employee in the
course of performing the Employee's duties to any Regency Entity
of any law, rule or regulation (other than traffic violations or
other minor offenses) where such violation has resulted or is
likely to result in material harm to any Regency Entity, and in
either case where such breach or violation constituted an act or
omission performed or made willfully, in bad faith and without a
reasonable belief that such act or omission was within the scope
of the Employee's employment hereunder; or
(iii) the Employee's engaging in illegal conduct
(other than traffic violations or other minor offenses) which
results in a conviction (or a nolo contendere plea thereto)
which is not subject to further appeal and which is injurious to
the business or public image of any Regency Entity.
(d) "Change of Control" shall mean the occurrence of any one
or more of the following events:
(i) an acquisition, in any one transaction or
series of transactions, after which any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act), has beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
25% or more (or an acquisition of an additional 5% or more if
such individual, entity or group already has beneficial
ownership of 25% or more) of either the then outstanding
shares of Company common stock or the combined voting power of
the then outstanding voting securities of the Company, but
excluding, for this purpose, any such acquisition (A) from the
Company, (B) by the Company or any employee benefit plan (or
related trust) of the Company, (C) by any Security Capital
Entity (other than General Electric Capital Corporation and EB
Acquisition Corp.) made while the standstill provisions of the
Shareholders Agreement are in effect and made in compliance
with such provisions, but excluding an acquisition made in
connection with the waiver of any such standstill provisions,
(D) pursuant to the merger described in the Agreement and Plan
of Merger, dated as of December 14, 2001, by and among
Security Capital
2
Group Incorporated, General Electric Capital Corporation and EB
Acquisition Corp., or (E) by any corporation with respect to
which, following such acquisition, all of the then outstanding
shares of common stock and voting securities of such corporation
are then beneficially owned, directly or indirectly, in
substantially the same proportions, by the beneficial owners of
the common stock and voting securities of the Company
immediately prior to such acquisition;
(ii) 50% or more of the members of the Board (A) are
not Continuing Directors, or (B) whether or not they are
Continuing Directors, are nominated by or elected by the same
Beneficial Owner (for this purpose, a director of the Company
shall be deemed to be nominated or elected, respectively, by
the Security Capital Entities, General Electric Capital
Corporation or EB Acquisition Corp. if the director also is an
employee or director of Security Capital Group, Inc., General
Electric Capital Corporation or EB Acquisition Corp., including
any successors) or are elected or appointed in connection with
an acquisition by the Company (whether through purchase, merger
or otherwise) of all or substantially all of the operating
assets or capital stock of another entity;
(iii) the (A) consummation of a reorganization,
merger, share exchange, consolidation or similar transaction,
in each case, with respect to which the individuals and entities
who were the respective beneficial owners of the common stock
and voting securities of the Company immediately prior to such
transaction do not, following such transaction, beneficially
own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and voting securities of
the corporation resulting from such reorganization, merger or
consolidation, (B) consummation of the sale or other disposition
of all or substantially all of the assets of the Company or (C)
approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company, in each case, other
than pursuant to the merger described in the Agreement and Plan
of Merger, dated as of December 14, 2001, by and among Security
Capital Group Incorporated, General Electric Capital Corporation
and EB Acquisition Corp.; or
(iv) termination of the standstill provisions in the
Stockholders Agreement.
For clarity, the termination of the standstill provisions
described in Section 1(d)(iv) shall occur on the effective
date of such termination, and not on the date notice of intent
not to extend the provisions is given. More than one Change of
Control may occur during the term of this Agreement. For
purposes of determining the term of this Agreement pursuant to
Section 2 and the two-year period following a Change of
Control pursuant to Section 4, a Change of
3
Control shall be deemed to have occurred (and, accordingly, a
new period shall begin) each time one of the events described in
this Section 1(d) occurs.
(e) "Code" means the Internal Revenue Code of 1986, as
amended.
(f) "Compete" means to directly or indirectly own (other
than a 5% or less interest in a public company), manage, operate or control, or
provide services as an employee, officer, director, consultant or otherwise for,
any nationally-based, publicly-traded REIT whose primary business is related to
the ownership of grocery-anchored shopping centers and that is comparable to the
Company in terms of total assets.
(g) "Continuing Director" means:
(i) any member of the Board who was a member of the
Board on January 1, 2002, and any successor of a Continuing
Director who is recommended to succeed a Continuing Director (or
whose election or nomination for election is approved) by at
least a majority of the Continuing Directors then on the Board;
and
(ii) any individual who becomes a director pursuant
to Article 2 of the Stockholders Agreement.
(h) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(i) "Good Reason" means any one or more of the following
events (unless consented to in writing by the Employee):
(i) a material diminution or adverse change in the
nature of the Employee's title, position, reporting relation-
ships, authority, duties or responsibilities (including as a
type of diminution, the Employee's occupation of the same title
and/or position, but with a privately-held company);
(ii) a diminution that is more than de minimis in
either the Employee's annual base salary or total compensation
opportunity (which, for this purpose, means the aggregate of the
annual base salary, annual bonus and long-term incentive
compensation that the Employee has an opportunity to earn
pursuant to awards made in any one calendar year) or in the
formula used to determine the Employee's annual bonus or long-
term incentive compensation, or a material diminution in
the Employee's overall employee and fringe benefits (it being
understood by the parties that if the Employee has the same
total compensation opportunity or compensation formula, but the
compensation actually received by the Employee is diminished due
to the Company's or the Employee's performance, such diminution
shall not constitute Good Reason);
(iii) the Employee's principle place of business is
relocated to a location that is both more than 50 miles from its
current location and further
4
from the Employee's residence than the location of the
Employee's principle place of business prior to the relocation;
(iv) a successor fails to assume this Agreement, or
amends or modifies this Agreement;
(v) a material breach of this Agreement by the
Company or a successor thereto;
(vi) if the Employee is also a director of the
Company, the failure of the Employee to be re-elected to the
Board, if the Company becomes a subsidiary of a publicly-traded
company, to be elected to the board of directors of such
publicly-traded company;
(vii) the Company or its successor giving notice that
this Agreement will not be automatically extended; or
(viii) if, and only if, the Employee has been employed
on a full-time basis for at least one full calendar year, both
of the following conditions are met: (A) the Employee travels at
least 50 days during a calendar year, and (B) the total number
of days the Employee travels in such calendar year exceeds by
25 days or more the average number of days the Employee
traveled per year on Company business during the two calendar
years immediately preceding such calendar year or, if the
Employee has not been employed on a full-time basis for two
full calendar years, during the one calendar year immediately
preceding such calendar year.
For purposes of subsection 1(i)(viii) above, any day in which
the Employee is required to stay overnight shall constitute a
day of travel.
No event described above shall constitute Good Reason unless
the Employee has given written notice to the Company
specifying the event relied upon for such termination within
six months after the Employee becomes aware, or reasonably
should have become aware, of the occurrence of such event and,
if the event can be remedied, the Company has not remedied
such within 30 days of receipt of the notice.
(j) "Person" means a "person" as used in Sections 3(a)(9)
and 13(d) of the Exchange Act.
(k) "Regency Entity or Regency Entities" means the Company,
its Affiliates, and any other entities the ownership of which is attributable to
the Company pursuant to Section 318 (including any successor provision) of the
Code.
5
(l) "Retirement" means the Employee's voluntary termination
of employment after (i) attaining age 65, (ii) attaining age 55 with 10 Years of
Service, or (iii) attaining an age which, when added to the Employee's Years of
Service, equals at least 75.
(m) "Security Capital Entities" means Security Capital
Holdings S.A. and Security Capital U.S. Realty and any Affiliates of either who
are bound by the Stockholders Agreement.
(n) "Stockholders Agreement" means the Stockholders
Agreement dated July 10, 1996, as amended, among the Security Capital Entities
and the Company.
(o) "Years of Service" means the Employee's total years of
employment with a Regency Entity or an entity or division that is acquired by or
merged with a Regency Entity.
2. Term. The term of this Agreement shall begin on the date hereof
and end at 11:59 p.m. on December 31, 2007, and thereafter shall automatically
renew for successive five-year terms unless either party delivers written notice
of non-renewal to the other party within 90 days prior to the end of the then
current term; provided, however, that if a Change of Control has occurred during
the original or any extended term (including any extension resulting from a
prior Change of Control), the term of the Agreement shall end no earlier than 24
calendar months after the end of the calendar month in which the Change of
Control occurs.
6
3. Severance. Except in circumstances in which the Employee would
be entitled to payments and benefits in connection with a Change of Control as
provided in Section 4 below, in the event that during the term of this Agreement
the Company terminates the Employee's employment without Cause or the Employee
terminates the Employee's employment for Good Reason:
(a) The Employee shall be entitled to receive a lump sum
cash payment within 15 days after the date of termination (or at the Company's
election, such lump sum divided into equal monthly installments at the end of
each month for 18 months, commencing no later than the month following the month
in which the termination occurred) equal to the sum of (i) one and one-half
times the Employee's annual base salary in effect on the date of termination,
and (ii) one and one-half times the Employee's most recent annual cash bonus, if
any, or, if greater, one and one-half times the Employee's target annual cash
bonus for the year in which the termination occurs.
(b) For an 18 month period following termination of employ-
ment, the Employee and, as applicable, the Employee's covered dependants, shall
be entitled to medical, dental and hospitalization coverage, in each case at the
same level of benefits and at the same dollar cost to the Employee as is being
provided by the Company to employees at the same or equivalent level or title as
was the Employee, whether maintained pursuant to a plan, policy or other
arrangement (written or unwritten), as if the Employee were still employed
during such period; provided, however, that any such continued coverage shall be
offset by comparable coverage provided to the Employee in connection with
subsequent employment or other service. If such benefits cannot be provided
under the Company's existing benefit plan, policy or other arrangement without
violating any non-discrimination rules or regulations, individual coverage will
be provided at no additional charge to the Employee or, as determined by the
Company, the cash equivalent thereof will be paid to the Employee (net of
taxes).
4. Change of Control. In the event that during the term of this
Agreement the Company terminates the Employee's employment without Cause or the
Employee terminates the Employee's employment for Good Reason, in each case
within two years following a Change of Control, the following provisions shall
apply:
(a) The Employee shall be entitled to receive a lump sum
cash payment within 15 days after the date of termination (or at the Company's
election, such lump sum divided into equal monthly installments at the end of
each month for 36 months, commencing no later than the month following the month
in which the termination occurred) equal to the sum of (i) three times the
Employee's annual base salary in effect on the date of termination or, if
greater, immediately prior to the Change of Control, and (ii) three times the
Employee's most recent annual cash bonus, if any, or, if greater, three times
the Employee's target annual cash bonus for the year in which the termination
occurs.
7
(b) For a 36 month period following termination of employ-
ment, the Employee and, as applicable, the Employee's covered dependants, shall
be entitled to medical, dental and hospitalization coverage, in each case at the
same level of benefits and at the same dollar cost to the Employee as is being
provided by the Company to employees at the same or equivalent level or title as
was the Employee, whether maintained pursuant to a plan, policy or other
arrangement (written or unwritten), as if the Employee were still employed
during such period; provided, however, that any such continued coverage shall be
offset by comparable coverage provided to the Employee in connection with
subsequent employment or other service; provided, however, that if such benefits
cannot be provided under the Company's existing benefit plan without violating
any non-discrimination rules or regulations, policy or other arrangement,
individual coverage will be provided at no additional charge to the Employee or,
as determined by the Company, the cash equivalent thereof will be paid to the
Employee (net of taxes).
(c) All unvested stock options and unvested dividend
equivalent units (DEUs) held by Employee, or by the Company on the Employee's
behalf, will fully vest on the date of termination of the Employee. The Employee
shall be entitled to exercise all unexercised stock options within the earlier
of (i) 90 days following termination of employment or (ii) the expiration date
of such options as provided in each option agreement pertaining thereto. All
DEUs held by the Company on the Employee's behalf will be immediately
distributed to the Employee and, in addition, to the extent (after taking into
account all DEUs received pursuant to this Section 4(c) and any prior DEUs
received by the Employee) the Employee has received less than five years of DEUs
on the unexercised portion of any outstanding stock option grant that qualifies
for DEUs, an additional payment will be made to the Employee pursuant to and in
accordance with Appendix A, which is attached hereto and made a part hereof, so
that at least five years' of DEUs have been received by the Employee on the
unexercised portion of all of such outstanding options.
(d) All unvested restricted stock held by the Company on the
Employee's behalf will fully vest on the date of the Employee's termination of
employment and will be immediately distributed to Employee (together with any
accrued dividends).
(e) The following provisions shall apply to any stock
purchase loans owed by the Employee to the Company (the "Stock Purchase Loans"):
(i) Stock Purchase Loans will become non-recourse
obligations on the date of termination of the Employee's
employment;
(ii) with respect to all Stock Purchase Loans that
contain forgiveness provisions based on the Employee remaining
employed by any Regency Entity and/or the satisfaction of
performance criteria, the principal and interest related to
the portion of the loans subject to such forgiveness
provisions shall be forgiven on the date of termination of the
Employee's employment;
8
(iii) if, after forgiveness pursuant to Section
4(e)(ii), the outstanding principle and interest on a Stock
Purchase Loan exceeds the value of the remaining stock
collateral related to such Stock Purchase Loan (after releasing
from collateral the shares that were related to the portion of
the loan forgiven pursuant to Section 4(e)(ii)), such excess
amount (and only such excess amount) of principal and interest
shall be forgiven;
(iv) if making the Stock Purchase Loans non-recourse
obligations pursuant to Section 4(e)(i), or forgiveness of a
portion of any Stock Purchase Loans pursuant to Section
4(e)(iii), results in ordinary income to the Employee for
federal, state or local income tax purposes ("Loan Income"), the
Company shall pay to the Employee at the same time that it pays
the other amounts due hereunder an amount with respect to such
Loan Income sufficient to cover the federal, state or local
taxes due on such Loan Income and on the cash payment made
under this subsection (iv); and
(v) For purposes of Section 4(e)(iv), the Employee
shall be deemed to pay federal income taxes at the highest
marginal federal tax rates in the calendar year in which such
payment is made and any state or local income taxes at the
highest marginal rates applicable in the state and locality of
the Employee's domicile for income tax purposes in the calendar
year in which such payment is made hereunder and assuming the
maximum available deduction from income for federal income taxes
purposes of any such state or local income taxes.
5. Excise Tax.
(a) If any payment or benefit (including, but not by way of
limitation, benefits such as accelerated vesting and/or distributions of stock
options, dividend equivalents and restricted stock, loan forgiveness, and the
continuation of fringe and other benefits) to the Employee hereunder or any
other payments received or to be received by the Employee from any Regency
Entity or any successor thereto (collectively, "Payments") (whether payable upon
termination of employment or otherwise and whether payable pursuant to the terms
hereof or any other plan, agreement or arrangement with any Regency Entity)
would, in the opinion of Tax Counsel (as defined in Section 5(c)) constitute a
"parachute payment" under Section 280G of the Code, or if it is ultimately
determined by a court or pursuant to a final determination by the Internal
Revenue Service that any portion of the Payments is subject to the tax (the
"Excise Tax") imposed by Section 4999 of the Code, then, except as provided in
the last sentence of this Section 5(a), the Company shall pay to the Employee
within fifteen days after such determination an additional amount (the "Gross-Up
Payment") such that the net amount retained by the Employee after deduction of
(i) any Excise Tax; (ii) any federal, state or local tax arising in respect of
imposition of such Excise Tax; (iii) any federal, state or local tax or Excise
Tax imposed upon the payment provided for by this Section 5(a); and (iv) any
interest charges or penalties arising as a result of filing federal, state or
local tax returns in accordance with the opinion of Tax Counsel described in
Section 5(c), shall be equal to the Payments.
9
Notwithstanding the foregoing, if the amount of the Payments does not exceed by
more than $25,000.00 the amount that would be payable to the Employee if the
Payments were reduced to one dollar less than what would constitute a "parachute
payment" under Section 280G of the Code (the "Scaled Back Amount"), then the
Payments shall be reduced to the Scaled Back Amount, and the Employee shall not
be entitled to any Gross-Up Payment.
(b) For purposes of this Section 5, the Employee shall be
deemed to pay federal income taxes at the highest marginal federal tax rates in
the calendar year in which such payment is made and any state or local income
taxes at the highest marginal rates applicable in the state and locality of the
Employee's domicile for income tax purposes in the calendar year in which such
payment is made hereunder and assuming the maximum available deduction from
income for federal income taxes purposes of any such state or local income
taxes.
(c) For purposes of Section 5(a), within 60 days after
delivery of a written notice of termination by the Employee or by the Company
pursuant to this Agreement (or, if an event other than termination of employment
results in payment of parachute payments under Section 280G and it is reasonably
possible that such parachute payments could result in an Excise Tax, with 60
days after such other event), the Company shall obtain, at its expense, the
opinion (which need not be unqualified) of nationally recognized tax counsel
("Tax Counsel") selected by the Company's independent auditors, which sets forth
(i) the "base amount" within the meaning of Section 280G; (ii) the aggregate
present value of the payments in the nature of compensation to the Employee as
prescribed in Section 280G(b)(2)(A)(ii); and (iii) the amount and present value
of any "excess parachute payment" within the meaning of Section 280G(b)(1). For
purposes of such opinion, the value of any non-cash benefits or any deferred
payment or benefit shall be determined by the Company's independent auditors in
accordance with the principles of Section 280G and regulations thereunder, which
determination shall be evidenced in a certificate of such auditors addressed to
the Company and the Employee. Such opinion shall be addressed to the Company and
the Employee and shall be binding upon the Company and the Employee.
6. Retirement. If the Employee's termination of employment
constitutes Retirement, in addition to any payments and benefits to which the
Employee may become entitled under Section 3 hereof, the Employee shall also
receive the benefits provided in Sections 4(c), 4(d), and 4(e) and, in addition,
the Employee shall be entitled to exercise all unexercised stock options within
the earlier of (a) three years following termination of employment or (b) the
expiration date of such options as provided in each option agreement pertaining
thereto.
7. Death and Disability. In no event shall a termination of the
Employee's employment due to death or Disability constitute a termination by the
Company without Cause or a termination by the Employee for Good Reason; however,
upon termination of employment due to the Employee's death or Disability, the
Employee shall receive the benefits provided in Sections 4(c), 4(d), and 4(e).
For purposes of this Agreement, the Employee shall be deemed terminated for
Disability if the Employee is (or would be if a participant) entitled to
long-term disability benefits under the Company's disability plan or policy or,
if no such plan or policy is
10
in place, if the Employee has been unable to substantially perform his duties,
due to physical or mental incapacity, for 180 consecutive days.
8. Stock Options, Restricted Stock and Stock Purchase Loans. If a
Change of Control results in the stock underlying the Employee's stock option
and restricted stock awards being no longer publicly traded (after taking into
consideration the conversion or replacement of the Employee's stock option and
restricted stock awards in connection with such Change of Control, if
applicable), upon such Change of Control, notwithstanding anything to the
contrary contained in the related plan or award agreement, all of the Employee's
outstanding stock options and/or restricted stock awards shall be cancelled and,
in consideration for the cancellation of such awards, the Employee shall receive
a cash payment equal to the amount the Employee would have received in the
Change of Control had the Employee been a shareholder of the Company with
respect to all of the shares subject to such stock option and restricted stock
awards, plus any dividends that had accumulated on the Employee's restricted
stock as of the date of the Change of Control, less the aggregate exercise price
on such stock options and any required tax withholding. Additionally, the
Employee shall receive the DEU benefits described in Section 4(c) and Appendix A
that would have been provided if the Employee's employment had been terminated
by the Company without Cause as of the date of the Change of Control, and the
Stock Purchase Loan provisions contained in Section 4(e) shall apply as if the
Employee's employment had been terminated by the Company without Cause as of the
date of the Change of Control.
9. Reductions in Base Salary and Annual Bonus. For purposes of this
Agreement, in the event there is a reduction in the Employee's base salary and/
or annual bonus that would constitute the basis for a termination for Good
Reason, the base salary and/or annual bonus used for purposes of calculating the
severance payable pursuant to Sections 3(a) or 4(a), as the case may be, shall
be the amounts in effect immediately prior to such reduction.
10. Other Payments and Benefits. On any termination of employment,
including, without limitation, termination due to the Employee's death or
Disability (as defined in Section 7), the Employee shall receive any accrued but
unpaid salary, reimbursement of any business or other expenses incurred prior to
termination of employment but for which the Employee had not received reimburse-
ment, and any other rights, compensation and/or benefits as may be due the
Employee in accordance with the terms and provisions of any agreements, plans or
programs of the Company (but in no event shall the Employee be entitled to
duplicative rights, compensation and/or benefits).
11. Mitigation. Except as provided in Sections 3(b) and 4(b) with
respect to offsetting benefits provided thereunder, and Section 5(a) with
respect to the Scaled Back Amount, the Employee shall not be required to
mitigate the amount of any payments or benefits provided to the Employee here-
under by securing other employment or otherwise, nor will such payments and/or
benefits be reduced by reason of the Employee securing other employment or for
any other reason.
11
12. Release. Notwithstanding any provision herein to the contrary,
the Company shall not have any obligation to pay any amount or provide any
benefit, as the case may be, under this Agreement, unless and until (a) the
Employee executes (i) a release of the Regency Entities, in such form as the
Company may reasonably request, of all claims against the Regency Entities
relating to the Employee's employment and termination thereof and (ii) an
agreement to continue to comply with, and be bound by, the provisions of Section
13 hereof, and (b) the expiration of any applicable waiting or revocation
periods related to such release and agreement.
13. Restrictive Covenants and Consulting Arrangement.
(a) The Employee will not use or disclose any confidential
information of any Regency Entity without the Company's prior written consent,
except in furtherance of the business of the Regency Entities or except as may
be required by law. Additionally, and without limiting the foregoing, the
Employee agrees not to participate in or facilitate the dissemination to the
media or any other third party (i) of any confidential information concerning
any Regency Entity or any employee of any Regency Entity, or (ii) of any
damaging or defamatory information concerning the Employee's experiences as an
employee of any Regency Entity, without the Company's prior written consent
except as may be required by law. Notwithstanding the foregoing, this paragraph
does not apply to information which is already in the public domain through no
fault of the Employee.
(b) During the Employee's employment and during the one-year
period after the Employee ceases to be employed by any of the Regency Entities,
the Employee agrees that:
(i) the Employee shall not directly or knowingly and
intentionally through another party recruit, induce, solicit or
assist any other Person in recruiting, inducing or soliciting
any other employee of any Regency Entity to leave such employ-
ment;
(ii) the Employee shall not Compete or personally
solicit, induce or assist any other Person in soliciting or
inducing (A) any tenant in a shopping center of any Regency
Entity that was a tenant on the date of termination of the
Employee's employment (the "Termination Date") to terminate a
lease, or (B) any tenant, property owner or build-to-suit
customer with whom any Regency Entity entered into a lease,
acquisition contract, business combination contract, or
development contract on the Termination Date to terminate such
lease or other contract, or (C) any prospective tenant, property
owner or prospective build-to-suit customer with which any
Regency Entity was actively conducting negotiations on the
Termination Date with respect to a lease, acquisition, business
combination or development project to cease such negotiations,
unless the Employee was not aware that such negotiations were
being conducted.
12
(c) For a six month period following any termination of
employment described in Section 4 hereof, the Employee agrees to make herself
available and, as requested by the Company from time to time, to provide
consulting services with respect to any projects the Employee was involved in
prior to such termination and/or to provide such other consulting services as
the Company may reasonably request. The Employee will be reimbursed for travel
and miscellaneous expenses incurred in connection with the provision of
consulting services hereunder. The Company will provide the Employee reasonable
advance notice of any request to provide consulting services, and will make all
reasonable accommodations necessary to prevent the Employee's commitment here-
under from materially interfering with the Employee's employment obligations, if
any. In no event will the Employee be required to provide more than 20 hours of
consulting services in any one month to the Company pursuant to this provision.
(d) The parties agree that any breach of this Section 13
will result in irreparable harm to the non-breaching party which cannot be fully
compensated by monetary damages and accordingly, in the event of any breach or
threatened breach of this Section 13, the non-breaching party shall be entitled
to injunctive relief. Should any provision of this Section 13 be determined by a
court of law or equity to be unreasonable or unenforceable, the parties agree
that to the extent it is valid and enforceable, they shall be bound by the same,
the intention of the parties being that the parties be given the broadest
protection allowed by law or equity with respect to such provision.
(e) The provisions of this Section 13 shall survive the
termination of this Agreement.
14. Withholding. The Company shall withhold from all payments to
the Employee hereunder all amounts required to be withheld under applicable
local, state or federal income tax law.
15. Dispute Resolution. Any dispute, controversy or claim between
the Company and the Employee or other person arising out of or relating to this
Agreement shall be settled by arbitration conducted in the City of Jacksonville
in accordance with the Commercial Rules of the American Arbitration Association
then in force and Florida law within 30 days after written notice from one party
to the other requesting that the matter be submitted to arbitration. The
arbitration decision or award shall be binding and final upon the parties. The
arbitration award shall be in writing and shall set forth the basis thereof. The
parties hereto shall abide by all awards rendered in such arbitration
proceedings, and all such awards may be enforced and executed upon in any court
having jurisdiction over the party against whom enforcement of such award is
sought. The Company agrees to reimburse the Employee for all costs and expenses
(including, without limitation, reasonable attorneys' fees, arbitration and
court costs and other related costs and expenses) the Employee reasonably incurs
as a result of any dispute or contest regarding this Agreement and the parties'
rights and obligations hereunder if, and when, the Employee prevails on at least
one material claim; otherwise, each party shall be responsible for its own costs
and expenses.
13
16. Miscellaneous. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida (exclusive of conflict of law
principles). In the event that any provision of this Agreement shall be invalid,
illegal or unenforceable, the remainder shall not be affected thereby. This
Agreement supersedes and terminates any prior employment agreement, severance
agreement, change of control agreement or non-competition agreement between the
Company or Pacific Retail Trust (to which the Company is successor by merger)
and the Employee. It is intended that the payments and benefits provided under
this Agreement are in lieu of, and not in addition to, termination, severance or
change of control payments and benefits provided under the Company's other
termination or severance plans, policies or agreements, if any. This Agreement
shall be binding upon and inure to the benefit of the Employee and the
Employee's heirs and personal representatives and the Company and its
successors, assigns and legal representatives. Headings herein are inserted for
convenience and shall not affect the interpretation of any provision of the
Agreement. References to sections of the Exchange Act or the Code, or rules or
regulations related thereto, shall be deemed to refer to any successor
provisions, as applicable. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation, or otherwise) to
expressly assume and agree to perform under this Agreement in the same manner
and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement may not be terminated, amended, or
modified except by a written agreement executed by the parties hereto or their
respective successors and legal representatives.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
REGENCY CENTERS CORPORATION
By: /s/ John C. Schweitzer
-------------------------------------
John C. Schweitzer
Its: Chairman of the Compensation
Committee of the Board of Directors
MARY LOU FIALA
/s/ Mary Lou Fiala
-----------------------------------------
14
Appendix A
5 Year Dividend Equivalent Acceleration Example
Option Grant Assumptions:
Grant Date 29-Jul-99
No. of Options Granted 6,872
Grant Price at Grant Date $21.06
Avg S&P Dividend Yield 1.18%
FMV Regency Stock Price $28.50
Dividend Equivalent Per Share:
Current Annual Dividend $2.04
Dividend Yield on Grant Price 9.69% $2.04 divided by $21.06
Less S&P Avg Dividend Yield -1.18%
------
DEU Yield on Grant Price 8.51%
=====
DEU Per Option $1.79 8.51% times $21.06
Accelerated Dividend Equivalent:
Annual DEU Amount $12,311 $1.79 times 6,872
5 Year DEU Acceleration $61,556 5 times $12,311
Annual compounding of Qtrly Dividend $20,370 Apply current dividend yield of 9.69% for 5 years
-------
Total Accelerated DEU Amount $81,926
=======
Accelerated DEU in Shares 2,875 $ divided by current price $28.500
Less Actual Shares Distributed to date -605
----
Net Accelerated DEU in Shares 2,270
=====
Net Value of Accelerated DE $64,684 2,270 times $28.500
Independent Auditors' Consent
The Board of Directors
Regency Centers Corporation:
We consent to incorporation by reference in the registration statements (No.
333-930, No. 333-37911, No. 333-52089 and No. 333-44724) on Forms S-3 and (No.
333-24971 and No. 333-55062) on Forms S-8 of Regency Centers Corporation
(formerly known as Regency Realty Corporation), and (No. 333-58966) on Form S-3
of Regency Centers, L.P., of our reports dated January 31, 2002, relating to
the consolidated balance sheets of Regency Centers Corporation as of December
31, 2001 and 2000, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three year
period ended December 31, 2001, and related schedule, which reports appear in
the December 31, 2001 annual report on Form 10-K/A of Regency Centers
Corporation.
/s/ KPMG LLP
KPMG LLP
Jacksonville, Florida
April 12, 2002
