================================================================================
SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 12, 2004
----------------
REGENCY CENTERS CORPORATION
---------------------------
(Exact name of registrant as specified in its charter)
Florida 001-12298 59-3191743
------- --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 West Forsyth Street, Suite 200 32202
Jacksonville, Florida -----
---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904)-598-7000
--------------
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230 .425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
- ---------- ---------------------------------------
On October 12, 2004, our operating partnership, Regency Centers, L.P.,
issued 581,395 common units valued at approximately $25 million to the owners of
a limited partnership in exchange for all the interests in the limited
partnership. The limited partnership owns a shopping center in Tredyffrin
Township, Pennsylvania. As part of the consideration for the acquisition, we
also paid approximately $10 million in cash and assumed approximately $22.7
million of debt encumbering the shopping center. We have entered into an
agreement with the holders which provides that the units are exchangeable, at
the election of the holder, on a one-for one basis for shares of our common
stock beginning one year after closing. The securities were issued to the six
former partners of the limited partnership, all of whom are accredited
investors, in reliance on the exemption from registration in Section 4(2) of the
Securities Act of 1933 for transactions not involving a public offering.
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGENCY CENTERS CORPORATION
(registrant)
October 13, 2004 By: /s/ J. Christian Leavitt
-------------------------------------
J. Christian Leavitt, Senior Vice
President, Finance and Principal
Accounting Officer
3