0001042810-01-500055.txt : 20011009 0001042810-01-500055.hdr.sgml : 20011009 ACCESSION NUMBER: 0001042810-01-500055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010930 ITEM INFORMATION: Other events FILED AS OF DATE: 20010924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY ONE INC CENTRAL INDEX KEY: 0001042810 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521794271 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13499 FILM NUMBER: 1743552 BUSINESS ADDRESS: STREET 1: 1696 N E MIAMI GARDENS DR SUITE 200 CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 MAIL ADDRESS: STREET 1: 1696 N E MIAMI GARDENS DR SUITE 200 CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 8-K 1 k8092101.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2001 EQUITY ONE, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13499 52-1794271 (Commission File Number)(I.R.S. Employer Identification No.) 1696 NE Miami Gardens Drive North Miami Beach, Florida 33179 (Address of principal executive offices)(Zip Code) (305) 947-1664 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 5. Other Items. On September 21, 2001, Equity one, Inc. issued the press releases attached hereto as Exhibits 99.1 and 99.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Not applicable (b) Pro Forma Financial Information. Not applicable (c) Exhibits. 99.1 CEFUS Press Release dated September 21, 2001. 99.2 UIRT Press Release dated September 21, 2001. -------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Equity One has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EQUITY ONE, INC. Date: September 21, 2001 By: /s/ Chaim Katzman Chaim Katzman Chairman of the Board of Directors and Chief Executive Officer INDEX TO EXHIBITS Exhibit Number Description of Exhibit 99.1 CEFUS Press Release dated September 21, 2001. 99.2 UIRT Press Release dated September 21, 2001. EX-99.1 3 ex991cefusrls.txt September 21, 2001 EQUITY ONE, INC. COMPLETES ACQUISITION OF CENTREFUND REALTY (U.S.) CORPORATION EQUITY ONE NOW THE 3RD LARGEST PUBLICLY-TRADED FLORIDA SHOPPING CENTER REIT --------------------------------------------------------------------------- NORTH MIAMI BEACH, FL., September 21, 2001 - Equity One, Inc. (NYSE: EQY) today announced that it has completed its acquisition of Centrefund Realty (U.S.) Corporation ("CEFUS"), an indirectly, wholly-owned subsidiary of First Capital Corporation ("First Capital"), a publicly-traded (TSE:FCR) Canadian real estate company formerly known as Centrefund Realty Corporation. The acquisition firmly establishes Equity One as the third-largest, publicly-traded Florida shopping center real estate investment trust ("REIT"). Overall, Equity One now owns 61 properties encompassing over 6.5 million square feet, with a focus on supermarket-anchored shopping centers in the major growth markets of Florida and Texas. "We are very pleased to close the transaction with CEFUS as planned," stated Chaim Katzman, Chairman and Chief Executive Officer of Equity One. "With this acquisition, we are well underway on our strategy of building critical mass in our key markets in the South and Southeast via strategic transactions. We anticipate significant benefits from our larger size in terms of tenant relationships, operating efficiencies and access to capital." As provided for in the stock exchange agreement, First Capital received 10.5 million shares of Equity One common stock, increasing Equity One's outstanding shares by 67% from approximately 15.5 million to approximately 26 million. In connection with the transaction, Equity One also assumed approximately $149 million of CEFUS's outstanding debt. The shares received by First Capital pursuant to the stock exchange agreement are restricted securities subject to future registration rights. ABOUT EQUITY ONE, INC. Equity One, Inc. (NYSE:EQY) is a self-administered, self-managed real estate investment trust that principally acquires, renovates, develops and manages community and neighborhood shopping centers anchored by national and regional supermarket chains. The Company's portfolio currently consists of 61 properties located in metropolitan areas of Florida and Texas, encompassing 40 supermarket-anchored shopping centers, 4 drug store-anchored shopping centers, 11 other retail-anchored shopping centers, 5 commercial properties and 1 development site, as well as interests in 5 joint ventures. Assuming the closing of the pending merger transaction with United Investors Realty Trust ("UIRT"), a publicly-traded REIT, Equity One will own a total of 84 properties primarily located in metropolitan areas of Florida and Texas, encompassing 54 supermarket-anchored shopping centers, 6 drug store-anchored shopping centers, 18 other retail-anchored shopping centers, 5 commercial properties and 1 development site, as well as interests in 6 joint ventures. For more information, please visit Equity One's website at WWW.EQUITYONE.NET. FORWARD LOOKING STATEMENTS Certain matters discussed in this press release constitute forward-looking statements within the meaning of the federal securities laws. Although Equity One believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that these expectations will be achieved. Factors that could postpone or prevent the closing of the UIRT acquisition include the failure to receive the necessary approval from the UIRT shareholders and changes in macro-economic conditions that have a material adverse effect on Equity One or UIRT. In addition, Equity One is subject to other risks, which are described in Equity One's filings with the Securities and Exchange Commission. EX-99.2 4 ex992uirtrls.txt September 21, 2001 EQUITY ONE, INC. COMPLETES ACQUISITION OF UNITED INVESTORS REALTY TRUST NORTH MIAMI BEACH, FL., September 21, 2001 - Equity One, Inc. (NYSE: EQY) today announced that it has completed its acquisition of United Investors Realty Trust ("UIRT"). Equity One now owns 84 properties encompassing approximately 8.6 million square feet, and is now the third largest and fourth largest owner of shopping centers in Florida and Texas, respectively, among publicly-traded real estate investment trusts. "The successful closing of the UIRT transaction enables Equity One to reach a series of milestones," stated Chaim Katzman, Chairman and Chief Executive Officer of Equity One. "We now have over $650 million in total assets, over $300 million in equity market capitalization and a significant increase in our public float. We own a total of 49 properties in Florida and 31 in Texas. Our larger size will facilitate significant operating efficiencies, and in the long run, should provide greater overall value and return to our shareholders." As provided in the merger agreement, UIRT shareholders who timely elected to receive Equity One common stock will receive 0.643 Equity One shares for each UIRT common share tendered for exchange. All other UIRT shareholders will receive $5.71 in cash and 0.140 shares of Equity One common stock for each UIRT common share tendered for exchange as a result of the application of the pro-ration provisions of the merger agreement. As a result of the transaction, Equity One will issue approximately 2.9 million shares of its common stock and will pay $32.9 million in cash consideration to former UIRT shareholders. Immediately prior to the completion of the acquisition, UIRT had outstanding debt of approximately $79.4 million which will remain outstanding after the acquisition. Equity One anticipates that the transaction costs associated with the acquisition will be approximately $4.5 million. Following the issuance of Equity One shares to the former UIRT shareholders, Equity One's outstanding common stock will increase by 11% from approximately 26 million to 28.9 million shares. Contemporaneously with the completion of the UIRT transaction, Equity One has obtained a $30 million revolving line of credit from Bank Leumi at a rate of LIBOR plus 125 basis points, of which $16 million has been advanced. ABOUT EQUITY ONE, INC. Equity One, Inc. (NYSE:EQY) is a self-administered, self-managed real estate investment trust that principally acquires, renovates, develops and manages community and neighborhood shopping centers anchored by national and regional supermarket chains. The Company's portfolio currently consists of 84 properties primarily located in metropolitan areas of Florida and Texas, encompassing 54 supermarket-anchored shopping centers, 6 drug store-anchored shopping centers, 18 other retail-anchored shopping centers, 5 commercial properties and 1 development site, as well as interests in 6 joint ventures. For more information, please visit Equity One's website at www.equityone.net. FORWARD LOOKING STATEMENTS Certain matters discussed in this press release constitute forward-looking statements within the meaning of the federal securities laws. Although Equity One believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that these expectations will be achieved. Factors that could cause actual results to differ materially from current expectations include changes in macro-economic conditions and the demand for retail space in Florida and Texas; the continuing financial success of Equity One's current and prospective tenants; Equity One's ability to successfully integrate the operations of UIRT into the Equity One organization; Equity One's ability to realize economies of scale; continuing supply constraints in Equity One's current markets; and other risks, which are described in Equity One's filings with the Securities and Exchange Commission.