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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
REGENCY REALTY CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
758939 10 2
(CUSIP Number)
DAVID A. ROTH
SECURITY CAPITAL U.S. REALTY
86 JERMYN STREET
LONDON SW1Y 6JD
UNITED KINGDOM
(44-171) 647 8800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 26, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sche-
dule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d--
1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this state-
ment / /. (A fee is not required only if the reporting per-
son: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 9 Pages
This Amendment No. 2 to Schedule 13D contains 15 pages includ-
ing Exhibits. The Exhibit Index appears on page 9
CUSIP No. 758939 10 2 13D Page 2 of 9 Pages
1 NAME OF PERSON
SECURITY CAPITAL U.S. REALTY
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
LUXEMBOURG
7 SOLE VOTING POWER
NUMBER OF 9,368,500 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,368,500
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,368,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0%
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 758939 10 2 13D Page 3 of 9 Pages
1 NAME OF PERSON
SECURITY CAPITAL HOLDINGS S.A.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
LUXEMBOURG
7 SOLE VOTING POWER
NUMBER OF 9,368,500 (SEE ITEM 5)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 9,368,500
WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,368,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0%
14 TYPE OF PERSON REPORTING*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
This Amendment is filed by Security Capital U.S. Re-
alty ("Security Capital U.S. Realty"), a corporation organized
and existing under the laws of Luxembourg, and by Security
Capital Holdings S.A. ("Holdings"), a corporation organized and
existing under the laws of Luxembourg and a wholly owned sub-
sidiary of Security Capital U.S. Realty (together with Security
Capital U.S. Realty, "SC-USREALTY") and amends the Schedule 13D
(as previously amended, the "Schedule 13D") originally filed on
June 21, 1996. Capitalized terms used herein without defi-
nition shall have the meanings ascribed thereto in the Schedule
13D.
As previously reported, pursuant to a Stock Purchase
Agreement, dated as of June 11, 1996, by and among Regency Re-
alty Corporation, a Florida corporation ("Regency"), Security
Capital U.S. Realty and Holdings (the "Stock Purchase Agree-
ment"), subject to the terms and conditions thereof, Regency
agreed to sell and SC-USREALTY agreed to purchase up to
7,499,400 shares of common stock, par value $0.01 per share, of
Regency (the "Common Stock"), at a purchase price of $17.625
per share.
SC-USREALTY, pursuant to the Stock Purchase Agreement,
subsequently purchased all of the shares of Common Stock con-
templated to be purchased and sold under the Stock Purchase
Agreement, completing the purchase of all such shares on June
26, 1997. The per share purchase price of all such Common
Stock was $17.625, as specified in the Stock Purchase Agree-
ment. As required by the Stock Purchase Agreement, Security
Capital U.S. Realty advanced Holdings the funds necessary to
purchase the shares. These funds were obtained by SC-USREALTY
from cash on hand and from draw downs under the Facility Agree-
ment.
In a separate transaction, as previously reported,
Regency, The Regency Group, Inc., Branch Properties, L.P.
("Branch") and Branch Realty, Inc. entered into a Contribution
Agreement and Plan of Reorganization dated as of February 10,
1997 (the "Contribution Agreement"), in which Regency agreed to
acquire substantially all of the assets of Branch. SC-USREALTY
has participation rights, pursuant to the Stockholders
Agreement, to purchase additional equity in Regency at the same
price as that offered to other purchasers. As a result of
certain transactions contemplated under the Contribution
Agreement, SC-USREALTY would have acquired, pursuant to the
Stockholders Agreement, the right to purchase up to 3,771,622
shares of Common Stock at a purchase price of $22 1/8 per
share.
Page 4 of 9 Pages
Pursuant to Amendment No. 1 to Stockholders Agreement
dated as of February 10, 1997 by and among Regency, Security
Capital U.S. Realty and Holdings ("Amendment No. 1"), SC-
USREALTY agreed to to waive its participation right with
respect to such 3,771,622 shares of Common Stock and, in lieu
thereof, received the right to purchase, subject to certain
conditions set forth therein, up to 1,750,000 shares of Common
Stock at a purchase price of $22 1/8 per share. SC-USREALTY
has the right to purchase, at a time to be determined by
Regency, but in no event later than August 31, 1997, up to the
lesser of (i) 1,750,000 shares of Common Stock or (ii) the
maximum number of shares of Common Stock the purchase of which,
as reasonably determined by SC-USREALTY, will not result in
Regency ceasing to be domestically-controlled, but in no event
less than 850,000 shares of Common Stock (the lesser of (i) or
(ii), the "Initial Number of Shares"). After August 31, 1997,
at a time to be determined by Regency but in no event later
than the fifteenth day after the first anniversary of the
closing, SC-USREALTY has the right to purchase up to the
excess, if any, of 1,050,000 shares of Common Stock over the
Initial Number of Shares. SC-USREALTY retains its
participation rights (i) with respect to the Units (as defined
in the Contribution Agreement) and Common Stock issued at the
Earn-Out Closings (as defined in the Contribution Agreement),
at a price of $22.125 per share, and (ii) with respect to
shares issued upon the redemption of Units for Common Stock, at
the then market price of the Common Stock, provided that SC-
USREALTY did not exercise its participation rights at the time
of issuance of such Units.
The aggregate potential purchase price for the ad-
ditional shares of Common Stock to be acquired pursuant to
Amendment No. 1 will be between $23,231,250 and $38,718,750
(such amounts corresponding to 1,050,000 shares and 1,750,000
shares, respectively the minimum and maximum number of shares
of Common Stock to be acquired by SC-USREALTY pursuant to
Amendment No. 1). The necessary funds are expected to be
advanced from Holdings to Security Capital U.S. Realty. These
funds are expected to be obtained by SC-USREALTY under the Fa-
cility Agreement.
A copy of Amendment No. 1 is attached hereto as Ex-
hibit 3.1 and is specifically incorporated herein by reference,
and the description herein of such agreement is qualified in
its entirety by reference to such agreement.
In addition to the purchase of additional shares as
contemplated by Amendment No. 1, SC-USREALTY intends to review
on a continuing basis its investment in Regency and may
increase such investment to up to 45.0% of the outstanding
Page 5 of 9 Pages
Common Stock, on a fully diluted basis (including all of the
shares to be acquired pursuant to Amendment No. 1). Such in-
crease in SC-USREALTY's investment in Regency could be ac-
complished by SC-USREALTY's acquisition of securities of
Regency in the open market or otherwise. The extent of any
such increase would depend upon the price and availability of
Regency's securities, subsequent developments affecting Re-
gency, Regency's business and prospects, other investment and
business opportunities available to SC-USREALTY, general stock
market and economic conditions, tax considerations, and other
factors, including the obtaining of any necessary regulatory
approvals. In addition, SC-USREALTY may decide to decrease its
investment in Regency, depending upon its continuing review of
such investment and various other factors including those men-
tioned above.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change except as described above.
ITEM 4. PURPOSE OF TRANSACTION.
No material change except as described above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
No material change except as described above and be-
low.
As of June 10, 1996 SC-USREALTY beneficially owns
7,618,500 shares of Common Stock as a result of its acquisition
of 7,499,400 shares of Common Stock pursuant to the Stock Pur-
chase Agreement and its prior ownership of 119,100 shares of
Common Stock. In addition, because of SC-USREALTY's right to
acquire up to an additional 1,750,000 shares of Common Stock,
SC-USREALTY may be deemed to benefically own up to 9,368,500
shares of Common Stock. Based on SC-USREALTY's ownership of
7,618,500 shares of Common Stock, it owns 42.9% of the
outstanding Common Stock, and 35.7% on a fully diluted basis,
based on the number of outstanding shares of Common Stock and
the number of outstanding options and other securities
convertible into Common Stock (but not including the additional
Page 6 of 9 Pages
shares of Common Stock to be acquired by SC-USREALTY pursuant
to Amendment No. 1). If SC-USREALTY acquires such additional
1,750,000 shares of Common Stock, it will own approximately
48.0% of the outstanding Common Stock, and 40.6% on a fully
diluted basis, based on the number of outstanding shares of
Common Stock and the number of outstanding options and other
securities convertible into Common Stock (and including in each
case the additional shares of Common Stock to be acquired by
SC-USREALTY pursuant to Amendment No. 1).
Except as set forth in this Amendment, to the best
knowledge and belief of SC-USREALTY, no transactions involving
Common Stock have been effected during the past 60 days by SC-
USREALTY or by its directors, executive officers or controlling
persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATION-
SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
No material change except as described above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following additional Exhibit is filed as part of
this Amendment No. 2 to Schedule 13D:
Exhibit 2.1A Amendment No. 1 to Stockholders Agreement, dated
as of February 10, 1997, by and among Regency
Realty Corporation, Security Capital Holdings
S.A. and Security Capital U.S. Realty.
Page 7 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete, and correct.
SECURITY CAPITAL U.S. REALTY
By: /s/ David A. Roth
Name: David A. Roth
Title: Vice President
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ David A. Roth
Name: David A. Roth
Title: Vice President
July 3, 1997
Page 8 of 9 Pages
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
2.1A Amendment No. 1 to Stockholders Agreement,
dated as of February 10, 1997, by and
among Regency Realty Corporation, Security
Capital Holdings S.A. and Security Capital
U.S. Realty.
Page 9 of 9 Pages
EXHIBIT 2.1A
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT (the
"Amendment"), dated as of February 10, 1997, is made by and
among Regency Realty Corporation, a Florida corporation (the
"Company"), Security Capital U.S. Realty, a Luxembourg corpora-
tion, and Security Capital Holdings S.A., a Luxembourg corpora-
tion (together with Security Capital U.S. Realty and others
specified in the Stockholders Agreement, "Investor").
Capitalized terms used and not defined herein shall have the
meanings ascribed to them in the Stockholders Agreement.
RECITALS:
WHEREAS, the parties hereto and The Regency Group,
Inc. entered into a Stockholders Agreement, dated as of July
10, 1996 (the "Stockholders Agreement"); and
WHEREAS, simultaneously with the execution hereof,
the Company has entered into a Contribution Agreement and Plan
of Reorganization (the "Contribution Agreement"), of even date
herewith, by and among Branch Properties, L.P., Branch Realty,
Inc. and the Company; and
WHEREAS, pursuant to Section 4.2 of the Stockholders
Agreement, the transactions contemplated by the Contribution
Agreement would, if consummated, trigger a participation right
of Investor to purchase or subscribe for up to 2,743,545 shares
of Company Common Stock with respect to the First Closing (as
such term is defined in the Contribution Agreement) and up to
156,876 shares of Company Common Stock with respect to Class A
Units (as such term is defined in the Contribution Agreement)
to be issued within six months of the First Closing, in each
case, at a purchase price of $22 1/8 per share; and
WHEREAS, the Company and Investor desire to modify
Investor's participation right which would be triggered by the
transactions contemplated by the Contribution Agreement in the
manner set forth herein; and
WHEREAS, Section 5.1 of the Stockholders Agreement
provides, subject to certain limitations set forth therein, for
the termination of the Standstill Period upon, among other
things, the acquisition by any person or Group other than
Investor, its Affiliates or any person or Group acting in
concert with or at the direction of Investor or its Affiliates
of more than 9.8% of the voting power of the outstanding shares
of Voting Securities; and
WHEREAS, the transactions contemplated by the
Contribution Agreement provide for the issuance of up to
approximately 2,027,848 Units (as such term is defined in the
Contribution Agreement) convertible into shares of Company
Common Stock on a one-for-one basis to Opportunity Capital
Partners II Limited Partners ("OCP") (the "OCP Shares"), or ap-
proximately up to 10.91% of the voting power of the outstanding
shares of Voting Securities; and
WHEREAS, subject to the terms hereof, Investor agrees
that OCP's ownership of the OCP Shares shall not give rise to a
termination of the Standstill Period; and
WHEREAS, pursuant to, and in accordance with, Section
7.8 of the Stockholders Agreement, the parties wish to amend
the Stockholders Agreement on the terms contained herein to
reflect the foregoing and as otherwise set forth below.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained in this Amendment and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Special Purchase Right. (a) Investor hereby
waives its participation rights under Section 4.2 of the
Stockholders Agreement with respect to the initial issuance at
or within six months of the First Closing (as defined in the
Contribution Agreement) by the Company of up to an aggregate of
3,771,622 shares of Company Common Stock, including securities
exchangeable, convertible or redeemable on a one-for-one basis
into shares of Company Common Stock (the latter being referred
to herein as the "Convertible Securities"), and in lieu
thereof, Investor and the Company hereby agree that (i)
Investor shall have the right to purchase (the "Special
Purchase Right"), and the Company shall be obligated to offer
Investor the right to purchase up to (x) the Initial Number of
Shares (as defined below) on or prior to August 31, 1997, and
(y) the Subsequent Number of Shares (as defined below), if such
number is greater than zero, after August 31, 1997, in each
case at a purchase price of $22 1/8 per share, and (ii) prior
to such time as all of the Applicable Number of Shares (as
defined below) shall have been offered to Investor in ac-
cordance with the terms hereof and Investor shall have either
purchased or declined to purchase all of such shares, the Com-
pany shall in no event issue or sell any capital stock other
than (A) to the Company or any of its Subsidiaries, (B)
pursuant to options, rights or warrants or other commitments or
securities which were in effect or outstanding on the date of
the Stock Purchase Agreement or, in the case of the Long-Term
Omnibus Plan, the Dividend Reinvestment Plan, the Company's
401(k) Plan and the Employee Stock Grant Plan, collectively,
which are granted from time to time in the ordinary course, (C)
pursuant to the Contribution Agreement, or (D) to the extent
that an issuance of shares of capital stock solely to Investor
would cause the Company to cease being a "domestically-
controlled" REIT within the meaning of Section 897(h)(4)(B) of
the Code ("domestically-controlled"), to persons other than
Non-U.S. Persons (as such term is defined in the Articles of
Incorporation of the Company), provided that such shares of
capital stock issued or sold to such persons may only be issued
or sold simultaneously with an equal number of shares of
capital stock issued or sold to Investor. The "Initial Number
of Shares" means the lesser of (x) 1,750,000 shares of Company
Common Stock or (y) the maximum number of shares of Company
Common Stock, as reasonably determined by Investor, the
purchase of which by Investor will not result in the Company
ceasing to be domestically-controlled, but in no event less
than 850,000 shares of Company Common Stock, and the
"Subsequent Number of Shares" means the excess, if any, of
1,050,000 shares of Company Common Stock over the Initial
Number of Shares. The "Applicable Number of Shares" shall be
1,750,000 on or prior to August 31, 1997 and 1,050,000 after
August 31, 1997. Notwithstanding the above, nothing in this
Section 1 shall be deemed to alter, in any way, Investor's
participation right with respect to (x) the exchange,
conversion or redemption of any Convertible Securities, (y) any
additional shares of Company Common Stock or other securities
issued pursuant to the Contribution Agreement, or (z) any other
sale or issuance of securities with respect to
-2-
which Investor would otherwise have participation rights.
Notwithstanding the foregoing or any other contrary agreement
or understanding, the Company agrees that it will not issue any
shares of Company Common Stock or Convertible Securities to any
partner of Roswell Village, Ltd. (the partners of Roswell
Village Ltd. being shown as having approximately 103,400 shares
of Common Stock or Convertible Securities on Schedule 1 to that
certain Waiver and Consent Agreement attached as Exhibit C to
the Partnership Agreement (as defined in the Contribution
Agreement)) unless any Company Common Stock to be issued to any
such person (including upon the redemption, conversion or
exchange of Convertible Securities) will not (and by the terms
of any relevant Convertible Securities cannot) be issued until
the first anniversary of the First Closing (the "First
Anniversary").
(b) The Special Purchase Right shall become
exercisable from time to time by Investor upon receipt by
Investor of a written notice from the Company (a "Special
Purchase Notice"), which Special Purchase Notice shall set
forth the number of shares of Company Common Stock that the
Company offers Investor at such time, and the Company's
intended use of the proceeds of such proposed issuance;
provided, however, that (i) the Company may only request
Investor to purchase shares of Company Common Stock in one or
more installments of not less than $15,000,000 per installment,
(ii) the Company shall provide Investor a Special Purchase
Notice with respect to a sufficient number of shares such that
Investor maintains, by March 31, 1997 and at each quarter end
thereafter, ownership (within the meaning of Section 1296(c) of
the Code) of at least 27.5% by value of the stock of the
Company, (iii) the Company shall provide Investor a Special
Purchase Notice with respect to all of the Initial Number of
Shares on or before August 31, 1997, and if and to the extent
one or more Special Purchase Notices shall not have been
provided to Investor with respect to all of the Initial Number
of Shares prior to August 31, 1997, then a Special Purchase
Notice shall be deemed to have been provided on August 31, 1997
so that Investor's Special Purchase Right shall have become
exercisable on or before such date with respect to all of the
Initial Number of Shares, and (iv) the Company shall provide
Investor a Special Purchase Notice with respect to all of the
Subsequent Number of Shares, if any, on or before the First
Anniversary, and if and to the extent one or more Special
Purchase Notices shall not have been provided to Investor with
respect to all of the Subsequent Number of Shares, if any,
prior to the First Anniversary, then a Special Purchase Notice
shall be deemed to have been provided on the day after the
First Anniversary so that Investor's Special Purchase Right
shall have become exercisable on or before such date with
respect to all of the Subsequent Number of Shares, if any.
Subject to the Company's compliance with the immediately
preceding sentence and with clause (ii) of the first sentence
of the foregoing paragraph (a), the Company shall be under no
obligation to provide Investor with any Special Purchase Notice
or to include any number of shares of Company Common Stock in
any Special Purchase Notice.
(c) At any time within 20 days after its receipt of
a Special Purchase Notice, Investor may, but shall have no
obligation to, exercise the Special Purchase Right with respect
to up to the number of shares of Company Common Stock offered
by the Company in such Special Purchase Notice by informing the
Company in writing of such exercise (a "Special Exercise
Notice"). Each Special Exercise Notice shall state the number
of shares of Company Common Stock that Investor elects to
purchase, which number shall be no greater than the number of
shares specified by the Company in the Special Purchase Notice,
and shall be irrevocable. The closing of the Special Purchase
Right, or any part thereof, shall be subject to the conditions
set forth in Sections 7.2 and 7.3 of the Stock Purchase
-3-
Agreement. Investor may choose to exercise any Special
Purchase Right or any part thereof in its sole and absolute
discretion.
2. Ownership by OCP and its Affiliates of greater
than 9.8% of the Voting Securities. Notwithstanding clause
(ii) of Section 5.1(a), the Standstill Period shall not
terminate as a result of the acquisition of the OCP Shares by
OCP and for so long as the OCP Shares are held directly and
beneficially by OCP (it being understood and agreed that this
waiver (x) shall cease to be effective in the event of any
direct or indirect transfer of any Beneficial Ownership of any
of the OCP Shares, if after giving effect to such transfer the
Standstill Period would otherwise have terminated other than as
a result of the Beneficial Ownership of the OCP Shares by OCP,
and (y) shall not in any event apply to any additional Voting
Securities that might be Beneficially Owned by OCP or any
Affiliate or Group of which OCP is a member, other than 223,750
shares of Common Stock held of record on the date hereof by the
parties listed on a schedule delivered to Security Capital by
the Company on the date hereof entitled "Holdings in Regency,"
dated 2/7/97, which 223,750 shares are beneficially owned by
ABKB/La Salle Securities Limited, including 32,300 shares of
Common Stock held of record by the Oregon Public Employees
Retirement Fund ("OPERF"), the limited partner of OCP
(collectively, the "Existing Shares") and only for so long as
the Existing Shares are held continuously of record and
beneficially by such listed parties and ABKB/LaSalle Securities
Limited, respectively, it being further understood that in the
event OCP or any such Affiliate or Group should acquire
Beneficial Ownership of any such additional Voting Securities
(other than Beneficial Ownership by LaSalle Advisors Limited
Partnership of up to 4.9% of Company Common Stock as a result
of the conversion of Class B Common Stock outstanding as of the
date hereof (the "LaSalle Shares")), all Voting Securities
Beneficially Owned by OCP or any such Affiliate or Group
(including the OCP Shares, the Existing Shares and the LaSalle
Shares) shall be considered together, without regard to the
provisions of this Amendment, for the purposes of the Stock-
holders Agreement).
3. Other Branch-Related Matters. Regency hereby
agrees to maintain, at all times after the Shareholder Approval
Date (as such term is defined in the Partnership Agreement set
forth on Exhibit A to the Contribution Agreement (the
"Partnership Agreement")), a general partnership interest equal
and entitled to at least 75% of the capital or profits interest
in the Partnership (as defined in the Contribution Agreement)
and to manage the assets and employees of the Partnership in
accordance with the terms of the Partnership Agreement, as such
Partnership Agreement and Contribution Agreement exist, respec-
tively, on the date hereof. In addition, pursuant to Section
6.2 of the Stockholders Agreement, the Company shall provide to
Investor within 45 days after the close of each fiscal quarter
of the Company a quarterly report of the Company's and its
Subsidiaries' (including the Partnership) assets and income
during the preceding fiscal quarter sufficient in each case to
enable Investor to monitor compliance with the Corporate Action
Covenants during such fiscal quarter.
4. Amendment of Partnership Agreement. Regency
hereby agrees that it will not agree to any amendment or
modification to the Partnership Agreement, and the Partnership
Agreement shall not be amended, modified or supplemented, in
any such case, without the prior written consent of Security
Capital.
5. No Effect on Consistent Terms. All terms of the
Stockholders Agreement not inconsistent with this Amendment
shall remain in place and in full force and effect and
-4-
shall be unaffected by this Amendment, and shall continue to
apply to the Stockholders Agreement as amended hereby and to
this amendment. From and after the date hereof, each reference
to the Stockholders Agreement in any other instrument or docu-
ment shall be deemed a reference to the Stockholders Agreement
as amended hereby, unless the context otherwise requires.
6. Headings. The headings contained in this Amend-
ment are inserted for convenience of reference only and shall
not affect the meaning or interpretation of this Amendment.
7. Counterparts. This Amendment may be executed in
one or more counterparts, all of which shall be considered one
and the same agreement, and shall become effective when one or
more counterparts have been signed by each party hereto and
delivered to the other party.
-5-
IN WITNESS WHEREOF, this Amendment has been signed by
or on behalf of each of the parties hereto as of the day first
above written.
REGENCY REALTY CORPORATION
By: /s/ Martin E. Stein, Jr.
Name: Martin E. Stein, Jr.
Title: President
SECURITY CAPITAL HOLDINGS S.A.
By: /s/ Paul E. Szurek
Name: Paul E. Szurek
Title: Managing Director
SECURITY CAPITAL U.S. REALTY
By: /s/ Paul E. Szurek
Name: Paul E. Szurek
Title: Managing Director
-6-