________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 1 TO
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
----------------
REGENCY CENTERS CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock,
par value $0.01 per share
(Title of Class of Securities)
758849103
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
J. Christian Levitt
Senior Vice President
Regency Centers Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Telephone: (904) 598-7000
(Name, address and telephone number of person
authorized to receive notices and
communications on behalf of filing
persons)
-------------------
Copy to:
Linda Y. Kelso
Foley & Lardner LLP
One Independent Drive, Suite 1300
Jacksonville, Florida 32202
Telephone: (904) 359-2000
-------------------------
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction Value Amount* Amount of Filing Fee
- --------------------------------------------------------------------------------
$6,763,641 $856.95
- --------------------------------------------------------------------------------
*Calculated solely for purposes of determining the filing fee. This amount
assumes that the reload right feature on options to purchase 1,623,219 shares of
common Stock of Regency Centers Corporation having an aggregate value of
approximately $6,763,641 will be exchanged pursuant to this offer. The aggregate
value of such reload rights were calculated using a binomial option pricing
model. The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals $126.70 per each $1.0
million of the value of the transaction.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offering fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $856.95.
Form or Registration No.: Schedule TO
Filing Party: Regency Centers Corporation
Date Filed: December 10, 2004
[_] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
________________________________________________________________________________
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This Amendment No. 1 amends the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on December 10, 2004 by
Regency Centers Corporation, a Florida corporation ("Regency"), relating to an
offer by the Company to its current employees to exchange (the "Offer to
Exchange") the reload feature on their unexercised options (the "Reload Rights")
to purchase Regency common stock (the "Common Stock") (whether vested or
unvested) that were issued under Regency's Long Term Omnibus Plan, as amended
(the "Omnibus Plan"), for either (1) newly issued options to purchase Common
Stock pursuant to the Omnibus Plan (the "New Options") or (2) a newly issued
stock rights award issued pursuant to the Omnibus Plan (the "Stock Rights
Awards") that will represent the right to receive shares of Common Stock upon
vesting, upon the terms and subject to the conditions set forth in the Offer to
Exchange, the related individualized spreadsheet and election forms previously
filed as an exhibit to the Schedule TO as Exhibits (a)(2), (a)(3) and (a)(4).
Except as amended hereby, all of the terms of the offer and all disclosures set
forth in the Schedule TO and the Offer to Exchange remain unchanged.
Item 1. Summary Term Sheet
Item 1 of the Tender Offer Statement is hereby amended to include the
information set forth under "Summary Term Sheet" in the First Supplement to the
Offer to Exchange Reload Rights for New Options or Stock Rights Awards, dated
January 5, 2005, which is filed as Exhibit (a)(6) to this Tender Offer Statement
and is incorporated herein by reference (the "First Supplement").
Item 2. Subject Company Information
Item 2(a) of the Tender Offer Statement is hereby amended to include the
information set forth under "Selected Financial Data" in the First Supplement.
Item 2(b) of the Tender Offer Statement is hereby amended to include the
information set forth under "Summary Term Sheet," "Source and Amount of
Consideration; Terms of New Options and Stock Awards Rights" and "Dispute
Resolution" in the First Supplement.
Item 3. Identity and Background of Filing Person
Item 3(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Interests of Directors and Executive Officers"
and "Selected Financial Data" in the First Supplement.
Item 4. Terms of the Transaction
Item 4(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Summary Term Sheet," "Source and Amount of
Consideration; Terms of New Options and Stock Options," "Conditions of the
Offer," and "Dispute Resolution" in the First Supplement. Item 4(b) of the
Tender Offer Statement is hereby amended to include the information set forth
under "Interests of Directors and Executive Officers" in the First Supplement.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 5(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Interests of Directors and Executive Officers"
in the First Supplement.
Item 7. Source and Amount of Funds or Other Consideration
Item 7(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Source and Amount of Consideration; Terms of
New Options and Stock Award Rights" and "Dispute Resolution" in the First
Supplement.
Item 8. Interests in Securities of the Subject Company
Item 8(a) of the Tender Offer Statement is hereby amended to include
the information set forth under Interests of Directors and Executive Officers"
in the First Supplement. Item 8(b) of the Tender Offer Statement is hereby
3
amended to include the information set forth under "Interests of Directors and
Executive Officers" in the First Supplement.
Item 10. Financial Statements
Item 10(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Selected Financial Data" in the First
Supplement.
Item 11. Additional information.
Item 11(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Interests of Directors and Executive Officers"
in the First Supplement.
Item 12. Exhibits
Item 12(a) of the Tender Offer Statement is hereby amended and restated
as follows:
(a) (1) Offer to Exchange, dated December 10, 2004*
(2) Form of Individualized Spreadsheet*
(3) Election Form for California, Oregon and Texas Residents*
(4) Election Form for Colorado, Florida, Georgia, Missouri,
Ohio and Virginia Residents*
(5) Form of Email Notice re Informational Telephone
Conference*
(6) First Supplement to Offer to Exchange, dated January 5,
2005
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*Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule TO is true,
correct and complete.
REGENCY CENTERS CORPORATION
By: /s/ J. Christian Levitt
-------------------------------------
J. Christian Levitt
Senior Vice President
Date: January 5, 2005
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INDEX TO EXHIBITS
Exhibit
Number Description
------- ---------------
(a)(1) Offer to Exchange, dated December 10, 2004*
(a)(2) Form of Individualized Letter and Spreadsheet*
(a)(3) Election Form for California, Oregon and Texas Residents*
(a)(4) Election Form for Colorado, Florida, Georgia, Missouri, Ohio and
Virginia Residents*
(a)(5) Form of Email Notice re Schedule of Informational Telephone
Conference*
(a)(6) First Supplement to Offer to Exchange, dated January 5, 2005
(d)(1) Regency Centers Corporation Long Term Omnibus Plan filed as an
appendix to the Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 filed with the Securities and
Exchange Commission (the "Commission") on April 3, 2003, and
incorporated herein by reference*
- --------------
*Previously filed.
-------------------------
REGENCY CENTERS CORPORATION
--------------------------
FIRST SUPPLEMENT TO
OFFER TO EXCHANGE
RELOAD RIGHTS FOR NEW OPTIONS
OR STOCK RIGHTS AWARDS
---------------------------
January 5, 2005
This First Supplement dated January 5, 2005, amends and supplements the
Regency Centers Corporation Offer to Exchange Reload Rights for New Options or
Stock Rights Awards, dated December 10, 2004 (the "Offer to Exchange"), by
amending and supplementing the disclosures in:
1. the Summary Term Sheet of the Offer to Exchange
2. Section 1 of the Offer to Exchange, entitled
"Introduction"
3. Section 5 of the Offer to Exchange, entitled "Source
and Amount of Consideration; Terms of New Options and
Stock Award Rights"
4. Section 10 of the Offer to Exchange, entitled
"Conditions of the Offer"
5. Section 12 of the Offer to Exchange, entitled
"Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning Options or
Stock Rights Awards"
6. Section 14 of the Offer to Exchange, entitled
"Extension of Offer; Termination and Amendment," and
7. Section 16 of the Offer to Exchange, entitled
"Financial Statements."
You should read this First Supplement together with the Offer
to Exchange.
Summary Term Sheet
- ------------------
The introductory paragraph and A1, A2 and A9 of the Summary
Term Sheet section of the Offer to Exchange are each amended in their entirety
to read as follows in order to clarify that (1) Summary Term Sheet contained in
the Offer to Exchange describes the material terms of the offer, (2) option
holders who participate in the exchange offer keep their existing options but
for the reload feature, (3) reload options issued upon exercise of a reload
option also contain a reload feature, and (4) explain the meaning of the term
"nonqualified option.":
"SUMMARY TERM SHEET
The following are answers to some of the questions that you
may have about this offer to exchange. You should carefully read (1) this entire
offer to exchange, (2) the accompanying individualized letter specifying the
estimated present value of your reload rights and (3) the election form. This
offer is subject to the terms and conditions of these documents, as they may be
amended. We have included in this summary references to other sections in this
offering document to help you find a more complete description of these topics.
Q1. What is the reload exchange program?
A1. Regency is offering option holders with reload rights the
choice, if you so elect, to exchange your reload rights for
either additional stock options or a stock rights award. If
you elect to participate in the reload exchange program, you
will not forfeit any of your current options, however all of
your options will be amended to remove the reload right
feature. (See Section 1)
2
Q2. How does the reload feature of my options work?
A2. The reload feature allows you to:
o pay the exercise price of your stock options by
delivering shares you have owned for at least six
months, which we sometimes refer to as "mature
shares," that have a market price equal to the
exercise price, rather than by paying with cash; and
o if the market price per share on the date you
exercise your stock options is at least 20% more than
the exercise price, receive a new option for the
number of shares you used to pay the exercise price
and applicable taxes. The new option has the same
expiration date as the options you exercised, an
exercise price equal to the then market price of the
shares and a reload feature.
(See Section 2)
...
Q9. If I elect to participate in the offer and choose to receive
new options, what will be the
terms of the options?
A9. If you elect to exchange your reload rights for new stock
options, you will receive the number of new stock options
which is equal to the estimated present value of the reload
rights set forth in the individualized letter accompanying
this offering document. However, if you exercise any of your
outstanding options between the date of this offer and the
date we accept your reload rights for exchange, the amount of
new options you will receive in exchange for your reload
rights will be adjusted appropriately.
The new options will:
o be nonqualified, therefore requiring you to recognize
ordinary income for federal income tax purposes (and
allowing us to take a corresponding deduction) upon
exercise in the amount of the spread, i.e., the
excess of the fair market value of our common stock
on the date of exercise over the option exercise
price.
o have a ten year term,
o vest 25% per year,
o have an exercise price equal to the fair market value
of our common stock on the date of the issuance of
the new options, and
o not be eligible for dividend equivalent units (DEUs).
(See Section 5)"
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Introduction
- ------------
In order to clarify that option holders who elect to
participate in the exchange will forfeit the reload right feature of their
existing options but otherwise will retain their existing options, Section 1 of
the Exchange Offer, entitled "Introduction", is amended in its entirety to read
as follows:
"1. Introduction.
We are offering all employees with outstanding options, with
the exception of our CEO, COO and CFO, the option, if they so choose, to
exchange all of their reload rights for either additional stock options or stock
rights awards on the terms and conditions set forth in this offering document.
Only reload rights will be forfeited. All employees participating in the
exchange offer will keep their existing options."
Source and Amount of Consideration; Terms of New Options and Stock Rights Awards
- --------------------------------------------------------------------------------
In order to clarify that options issued upon exercise of a
reload option also contain a reload feature, the table contained in the
subsection entitled "Comparison of Terms of Reload Options, New Options and
Stock Rights Awards" of Section 5 of the Exchange Offer, entitled "Source and
Amount of Consideration; Terms of New Options and Stock Rights Awards" is
amended in its entirety to read as follows:
Reload Options New Options Stock Rights Awards
-------------- ----------- -------------------
Term Same term as the option that Term of 10 years from the new See "Vesting" below
---- was "reloaded" option grant date, subject to
earlier termination after
termination of employment
(90 days), death or
disability (1 year),
retirement (3 years), or
termination for cause
(immediate termination)
- ---------------------------------------------------------------------------------------------------------------------------------
Exercise Price Exercise price equal to the Exercise price equal to the closing N/A
-------------- closing price of our common price of our common stock on the
stock on the last trading day last trading day before the new
before the reload option grant option grant date
date (the grant date will be Monday,
January 17, 2005, unless we extend
the offer)
- ---------------------------------------------------------------------------------------------------------------------------------
Vesting 100% vested on the date of Vest 25% per year subject to Vest 25% per year subject to
------- issuance continued service with Regency, continued service with Regency,
100% if terminated on 100% if terminated on death,
death, disability or disability or retirement or if
retirement or if terminated without cause within 24
terminated without cause months after a change of control
within 24 months after a
change of control
- ---------------------------------------------------------------------------------------------------------------------------------
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Reload Options New Options Stock Rights Awards
-------------- ----------- -------------------
Reload Feature Yes, all new options issued No N/A
-------------- upon exercise of a reload
option also contain a reload
feature
- ---------------------------------------------------------------------------------------------------------------------------------
Eligible to Earn To the same extent as the No Yes, during vesting period, equal to
- ----------------- option that was reloaded dividends that would have been paid
DEUs? had the shares been issued, deemed
---- reinvested in unvested shares each
December 31 prior to vesting of the
related shares
- ---------------------------------------------------------------------------------------------------------------------------------
Dispute Resolution
- ------------------
In order to clarify that the binding arbitration requirement
only pertains to disputes arising out of or relating to an award agreement and
that the one year statute of limitations does not apply to claims arising under
the federal securities laws, the subsection entitled "Dispute Resolution" of
Section 5 of the Exchange Offer, entitled "Source and Amount of Consideration;
Terms of New Options and Stock Rights Awards" is amended in its entirety to read
as follows:
"Dispute Resolution.
Disputes, controversies or claims between Regency and the
holder of the new options or stock rights award arising out of or relating to an
award agreement will be settled by binding arbitration conducted in
Jacksonville, Florida. In addition, arbitration must be initiated within one
year after the complaining party first knew of should have known of the facts
giving rise to the complaint. These provisions are identical to mandatory
arbitration provisions in many award agreements for existing stock options.
Claims under federal securities laws may not be subject to
mandatory arbitration within such one-year period, as the courts and the
Securities and Exchange Commission may deem the attempt to limit judicial
remedies to be against public policy and therefore unenforceable."
Conditions of the Offer
- -----------------------
In order to clarify the circumstances upon which Regency would
experience an accounting charge in excess of $6.8 million and therefore would
have the right to terminate the offer, the fourth bullet in Section 10 of the
Offer to Exchange, entitled "Conditions of the Offer", is amended in its
entirety to read as follows:
"the consummation of the offer will result in an accounting
charge to Regency in excess of $6.8 million, which will depend on the estimated
present value of the reload rights exchanged for new awards and our stock price
on the date that we grant the new awards. The accounting charge will increase as
more reload rights are exchanged and if our stock price increases between now
and the date that we grant the new awards. The accounting charge would be more
than $6.8 million if all holders of reload rights as of January 5, 2005 elect to
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participate in the exchange, and (2) our stock price is at least $58 per share
on the date that we grant the new awards."
Interests of Directors and Executive Officers
- ---------------------------------------------
Regency executive officers have engaged in transactions
involving options with reload rights to purchase our common stock since the date
the Offer to Exchange was filed. The following table sets forth the beneficial
ownership of each of our executive officers and directors of options with reload
rights as of December 31, 2004.
Number of Shares Covered by
Outstanding Options with Percentage of Total
Name and Position (1) Reload Rights Outstanding Options
--------------------- ------------- -------------------
Martin E. Stein, Jr. 421,035 25%
Chairman of the Board and Chief
Executive Officer (2)
Mary Lou Fiala 161,524 10%
President, Chief Operating Officer
and Director (2)
Bruce M. Johnson 167,654 10%
Managing Director, Chief Financial
Officer and Director(2)
Raymond L. Bank 15,390 <1%
Director (3)
C. Ronald Blankenship 0 0
Director (3)
A. R. Carpenter 13,125 <1%
Director (3)
J. Dix Druce, Jr. 16,777 1%
Director (3)
Douglas S. Luke 16,301 <1%
Director (3)
John C. Schweitzer 21,920 1%
Director (3)
Thomas G. Wattles 0 0
Director (3)
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Number of Shares Covered by
Outstanding Options with Percentage of Total
Name and Position (1) Reload Rights Outstanding Options
--------------------- ------------- -------------------
Terry N. Worrell 14,249 <1%
Director (3)
- ---------------------------------------
(1) The address of each executive officer and director is c/o Regency Centers
Corporation, 121 W. Forsyth Street, Suite 200, Jacksonville, Florida 32202.
(2) Not eligible to elect to receive a stock rights award.
(3) Not eligible to participate in the offer.
In addition, except as described below, neither we, nor, to
the best of our knowledge, any of our executive officers or directors, nor any
affiliates of ours, were engaged in transactions involving options with reload
rights to purchase our common stock since December 8, 2004 until and including
December 31, 2004:
Name of Executive Number of Options with Payment/
Officer/Director and Date of Reload Rights Exercised & Transaction
Position Transaction Exercise Price Per Share Details
-------- ----------- ------------------------ -------
Martin E. Stein, Jr. 12/09/04 18,907 options
Chief Executive Officer $42.11/share Surrendered 83,503 shares and received a reload option
for 83,503 shares with an exercise price of
78,899 options $52.80/share
$40.30/share
12/14/04 7,813 options
$26.40/share Surrendered 86,012 shares and received a reload option
for 86,012 shares with an exercise price of
90,425 options $54.05/share
$44.94/share
12/31/04 19,565 options Surrendered 12,377 shares and received a reload option
$23.00/share for 12,377 shares with an exercise price of
$54.52/share
- ----------------------------------------------------------------------------------------------------------------------------------
Mary Lou Fiala 12/14/04 5,433 options
Chief Operating Officer $26.40/share Surrendered 18,875 shares and received a reload option
for 18,875 shares with an exercise price of
17,033 options $54.05/share
$44.94/share
12/31/04 12,954 options Surrendered 8,195 shares and received a reload option
$23.00/share for 8,195 shares with an exercise price of $54.52/share
- ----------------------------------------------------------------------------------------------------------------------------------
7
Name of Executive Number of Options with Payment/
Officer/Director and Date of Reload Rights Exercised & Transaction
Position Transaction Exercise Price Per Share Details
-------- ----------- ------------------------ -------
Bruce Johnson 12/14/04 2,696 options
Managing Director and $26.40/share Surrendered 32,142 shares and received a reload option
Chief Financial Officer for 32,142 shares with an exercise price of
33,959 options $54.05/share
$44.94/share
12/16/04 7,337 options Surrendered 4,671 shares and received a reload option
$23.00/share for 4,671 shares with an exercise price of $53.70/share
12/31/04 4,056 options Surrendered 3,578 shares and received a reload option
$44.40/share for 3,578 shares with an exercise price of $54.52/share
- ----------------------------------------------------------------------------------------------------------------------------------
Extension of Offer; Termination and Amendment.
- ---------------------------------------------
In order to clarify that Regency will not postpone acceptance
and cancellation of reload rights if the conditions set forth in Section 10 of
the Exchange Offer have not occurred, the first sentence of the second paragraph
contained in Section 14, entitled "Extension of Offer; Termination and
Amendment" is deleted in its entirety.
8
Selected Financial Data
- -----------------------
The following table supplements the information contained in
Section 16 of the Exchange Offer, entitled "Financial Statements" and sets forth
our selected consolidated financial data on a historical basis for the five
years ended December 31, 2003 and the nine months ended September 30, 2004 and
2003. This information should be read in conjunction with our consolidated
financial statements (including the related notes thereto) and management's
discussion and analysis of financial conditions and results of operations, each
contained in our annual report on Form 10-K for the year ended December 31,
2003. This selected consolidated financial data as of and for the nine months
ended September 30, 2004 and 2003, in our opinion, reflect all adjustments
necessary to present fairly the data for such periods. Interim results for the
nine months ended September 30, 2004 are not necessarily indicative of results
that can be expected in future periods.
(in thousands except per share data)
09/30/2004 09/30/2003 2003 2002 2001 2000 1999
---------- ---------- ---- ---- ---- ---- ----
Operating Data:
Revenues $ 285,846 268,333 364,192 340,780 308,433 292,102 250,279
Operating expenses 153,017 137,063 189,850 172,755 159,077 144,855 119,472
Other expenses (income) 43,340 40,993 34,894 62,348 39,908 48,046 41,738
Minority interests 19,031 26,605 32,796 35,736 36,049 34,114 17,551
Income from continuing operations 70,458 63,672 106,652 69,941 73,399 65,087 71,518
Income from discontinued operations 16,562 12,410 24,137 40,583 27,265 22,524 18,328
Net income 87,020 76,082 130,789 110,524 100,664 87,611 89,846
Preferred stock dividends 4,971 2,757 4,175 2,858 2,965 2,817 2,245
Net income for common stockholders 82,049 73,325 126,614 107,666 97,699 84,794 87,601
Income per common share - diluted:
Income from continuing operations $ 1.08 1.03 1.72 1.15 1.22 1.10 1.27
Discontinued operations $ 0.27 0.21 0.40 0.69 0.47 0.39 0.34
Net income for common stockholders $ 1.35 1.24 2.12 1.84 1.69 1.49 1.61
Balance Sheet Data:
Real estate investments before
accumulated depreciation $ 3,313,334 3,159,289 3,166,346 3,094,071 3,156,831 2,943,627 2,636,193
Total assets 3,188,920 3,095,637 3,098,229 3,068,928 3,109,314 3,035,144 2,654,936
Total debt 1,479,021 1,477,818 1,452,777 1,333,524 1,396,721 1,307,072 1,011,966
Total liabilities 1,603,187 1,579,192 1,562,530 1,426,349 1,478,811 1,390,796 1,068,806
Minority interests 123,208 267,122 254,721 420,859 411,452 418,933 338,881
Stockholders' equity 1,462,525 1,249,323 1,280,978 1,221,720 1,219,051 1,225,415 1,247,249
Other Information:
Common dividends declared per share $ 1.59 1.56 2.08 2.04 2.00 1.92 1.84
Common stock outstanding including convertible
preferred stock and operating partnership units 63,514 61,042 61,227 61,512 60,645 60,048 60,489
Combined Basis gross leasable area (GLA) 30,591 29,933 30,348 29,483 29,089 27,991 24,769
Combined Basis number of properties owned 263 262 265 262 272 261 216
Ratio of earnings to fixed charges 1.9 1.6 1.9 1.5 1.5 1.4 1.7
REGENCY CENTERS CORPORATION
January 5, 2005