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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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Copy to:
Linda Y. Kelso
Foley & Lardner LLP
One Independent Drive, Suite 1300
Jacksonville, Florida 32202
Telephone: (904) 359-2000
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Calculation of Filing Fee
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Transaction Value Amount* Amount of Filing Fee
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$6,763,641 $856.95
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*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.
[X] 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. 3 amends the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on December 10, 2004, as
amended by Amendment No. 1 filed on January 5, 2005 and Amendment No. 2 filed on
January 6, 2005, by Regency Centers Corporation, a Florida corporation
("Regency"), relating to an offer by Regency 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 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*
(7) Form of Reminder Email Notice
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*Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 3 to Schedule TO is true,
correct and complete.
REGENCY CENTERS CORPORATION
By: /s/ J. Christian Levitt
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J. Christian Levitt
Senior Vice President
Date: January 10, 2005
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INDEX TO EXHIBITS
Exhibit
Number Description
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(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*
(a)(7) Form of Reminder Email Notice
(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*
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*Previously filed.
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Exhibit (a)(7) The expiration date of the Reload Exchange Offer is 5:00pm, Eastern time, this Friday, January 14, 2005. To participate in the offer, you must complete and deliver your green Election Form to me in the Jacksonville office or fax to my attention at (904) 634-1505. If you do not return your completed Election Form by the above date and time, the reload feature on your outstanding options will remain unchanged (i.e., Alternative 3). If you have any questions, you may call Jamie Conroy at 904-598-7819.