-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BBDxFgu7d70czCRoviiTk2+JWQRWpvgewNJ2GTqxph54SZDI1zGMmRT+99zowxWc krRlwWtspnQC99dqPQdBUg== 0001042810-03-000030.txt : 20030225 0001042810-03-000030.hdr.sgml : 20030225 20030225165626 ACCESSION NUMBER: 0001042810-03-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030225 ITEM INFORMATION: FILED AS OF DATE: 20030225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY ONE INC CENTRAL INDEX KEY: 0001042810 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 650563410 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: 03579569 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 irt8kpr.txt ________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 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): February 25, 2003 EQUITY ONE, INC. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-13499 (Commission File Number) 52-1794271 (IRS Employer Identification Number) 1696 N.E. Miami Gardens Drive, North Miami Beach, Florida 33179 (Address of principal executive offices) Registrant's telephone number, including area code: (305) 947-1664 Not applicable (Former Name or Former Address, if Changed Since Last Report) ______________________________________________________ Item 9. Regulation FD Disclosure A copy of a press release issued by Equity One on February 25, 2003 regarding the updated election results for the recently completed merger of IRT Property Company with and into Equity One, is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. Not applicable (b) Pro Forma Financial Information Not applicable (c) Exhibits. 99.1 Press Release, dated February 25, 2003, of Equity One, Inc. 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: February 25, 2003 By: /s/ Howard M. Sipzner --------------------- Howard M. Sipzner Chief Financial Officer INDEX TO EXHIBITS Exhibit Number Description of Exhibit - -------------- ---------------------- 99.1 Press Release dated February 25, 2003 of Equity One, Inc. EX-99.1 3 exh99_1.txt Exhibit 99.1 Equity One, Inc. For additional information at the Company: 1696 NE Miami Gardens Drive Howard Sipzner, CFO North Miami Beach, FL 33179 Charles Wolf, Capital Markets 305-947-1664 Michele Guard, Investor Relations Media Contact: Abbe Solomon 305-446-2700 FOR IMMEDIATE RELEASE: - ---------------------- Wednesday, February 25, 2003 Equity One, Inc. Provides Updated Election Results for the IRT Merger --------------------------------------------------------------------- NORTH MIAMI BEACH, FL, February 25, 2003 - Equity One, Inc. (NYSE: EQY) announced today updated election results for the recently completed merger with IRT Property Company ("IRT"). Of IRT's 34,348,636 outstanding shares, o timely cash elections were received for 14,915,789.826 shares of IRT common stock (representing approximately 43.4% of IRT's outstanding shares) for which Equity One has paid $12.15 per IRT share, or aggregate cash consideration of approximately $181.2 million, and o timely stock elections were received for 14,391,972.793 shares of IRT common stock for which, together with 5,040,873.381 shares of IRT common stock as to which timely elections were not made (together, representing approximately 56.6% of IRT's outstanding shares), Equity One has issued 0.90 shares of Equity One common stock per IRT share, or a total of 17,489,562 shares of Equity One common stock. The change from the February 12, 2003 election report is attributable to among other things, the failure of certain cash electing shareholders to deliver their shares of IRT Common Stock as required for elections to be valid. The updated election results are subject to further minor adjustment attributable to the payment of cash in lieu of fractional share issuance. As a result of the increased stock consideration, the price of the 6,911,000 shares of Equity One common stock sold contemporaneously with the closing of the IRT merger to existing, affiliated investors has been increased from $13.47 per share to the maximum price of $13.50 per share. After giving effect to the total stock consideration associated with the IRT merger and the private placement, as of February 25, 2003, Equity One had 59,119,107 shares outstanding. About Equity One - ---------------- Equity One Inc. is a North Miami Beach, Florida based real estate investment trust that acquires, renovates, develops and manages neighborhood shopping centers anchored by national and regional supermarket chains and other necessity-oriented retailers such as drug stores or discount retail stores in twelve states in the southern United States. Equity One's 180 properties total approximately 18.4 million square feet, and encompass 121 supermarket-anchored shopping centers, eleven drug store-anchored shopping centers, 40 other retail-anchored shopping centers, one self storage facility, one industrial and six retail developments, as well as non-controlling interests in four unconsolidated joint ventures. For additional information, please visit the Company's website at www.equityone.net. ----------------- Forward Looking Statements - -------------------------- Certain matters discussed by Equity One 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, Texas, Georgia and the other states in which Equity One owns properties; the continuing financial success of Equity One's current and prospective tenants; continuing supply constraints in its geographic markets; the availability of properties for acquisition; the success of its efforts to lease up vacant properties; the effects of natural and other disasters; the ability of Equity One successfully to integrate the operations and systems of acquired companies and properties; and other risks, which are described in Equity One's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----