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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) July 29, 2005
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REGENCY CENTERS CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 001-12298 59-3191743
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 West Forsyth Street, Suite 200 32202
Jacksonville, Florida -----
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904)-598-7000
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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))
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Item 1.01 Entry into a Material Definitive Agreement
On July 29, 2005, Regency Centers Corporation ("Regency") entered into an
Amendment to Confirmation (the "Amendment") with Citibank, N.A. ("Citibank")
amending a forward stock purchase agreement dated March 30, 2005 (the "Original
Forward Purchase Contract") that Regency previously reported on a Form 8-K dated
March 30, 2005. Regency entered into the Original Forward Purchase Contract in
connection with the sale by Citibank's affiliate, Citigroup Global Markets,
Inc., in an underwritten public offering of 4,312,500 borrowed shares of
Regency's common stock. The Original Forward Purchase Contract provided for
Regency to issue and sell to Citibank 4,412,500 shares no later than August 1,
2005.
The Amendment extends the final settlement date for 530,000 shares covered by
the Original Forward Purchase Contract to October 31, 2005, and provides for the
settlement of the remaining 3,782,500 shares on August 1, 2005.
As reported on a Form 8-K dated July 13, 2005, Regency's operating partnership,
Regency Centers, L.P., has issued $350 million of 5.25% notes and used part of
the net proceeds to reduce outstanding indebtedness under a bridge loan obtained
on June 1, 2005 to fund a portion of its investment in its new joint venture
with Macquarie CountryWide Trust. The new joint venture acquired a 100-property
portfolio on that date from the California Public Employees Retirement System
and an affiliate of First Washington Realty, Inc. As a result of this pay down,
which Regency had anticipated making out of the proceeds from the settlement of
the Original Forward Purchase Contract, Regency will defer the settlement of
530,000 shares and use the proceeds from the deferred settlement to pay the
redemption price of $24 million of 8.75% Series F preferred units of its
operating partnership that first become redeemable on September 8, 2005.
Regency will use a portion of the net proceeds from the August 1 settlement
under the Amendment to pay the redemption price of $30 million of 8.75% Series E
preferred units of its operating partnership that the partnership has called for
redemption on August 1, 2005.
Regency will apply the remaining net proceeds from all settlements under the
Amendment to reduce outstanding indebtedness under its line of credit.
Item 9.01 Financial Statements and Exhibits
C. Exhibits:
10.1 Amendment to Confirmation dated as of July 29, 2005 between Citibank
N.A. and Regency Centers Corporation.
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SIGNATURES
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)
August 1, 2005 By: /s/ J. Christian Leavitt
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J. Christian Leavitt, Senior Vice
President and Chief Accounting
Officer
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