-----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, QOGh2HkQeUY4kOlU0sM0XwLXqxp8LwZMbtXvlGoPVCmYumDNydiCOcDm5ss6M2GZ DFfqVcuCR++1dx6pkHl8iw== 0000897069-99-000230.txt : 19990415 0000897069-99-000230.hdr.sgml : 19990415 ACCESSION NUMBER: 0000897069-99-000230 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990414 ITEM INFORMATION: FILED AS OF DATE: 19990414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGENCY CENTERS LP CENTRAL INDEX KEY: 0001066247 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 593429602 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24763 FILM NUMBER: 99593465 BUSINESS ADDRESS: STREET 1: 121 W FORSYTH STREET STREET 2: SUITE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043567000 MAIL ADDRESS: STREET 1: 121 W FORSYTH ST STREET 2: STE 200 CITY: JACKSONVILLE STATE: FL ZIP: 32202 8-K 1 CURRENT REPORT 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) April 14, 1999 REGENCY CENTERS, L.P. (Exact name of registrant as specified in its charter) Florida 0-24763 59-3429602 (State or other jurisdiction Commission (IRS Employer of incorporation) File Number) Identification No.) 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (904)-356-7000 Not Applicable (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS C. Exhibits: The exhibits listed below relate to the Registration Statement No. 333-72899 on Form S-3 of Regency Centers, L.P. and are filed herewith for incorporation by reference in such Registration Statement. 1.2 Pricing Agreement dated as of April 8, 1999 among Regency Centers, L.P., Regency Realty Corporation, on the one hand, and Goldman, Sachs & Co., on the other hand, as representatives of the several underwriters ("Underwriters") named in Schedule I thereto. 5.2 Opinion of Foley & Lardner. Pursuant to the requirements of the Securities and 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, L.P. (registrant) By: Regency Realty Corporation, Its General Partner April 14, 1999 By: /s/ J. Christian Leavitt ------------------------------ J. Christian Leavitt Senior Vice President EX-1.2 2 PRICING AGREEMENT [Execution Copy] Pricing Agreement Goldman, Sachs & Co., As Representatives of the several Underwriters named in Schedule I hereto, 85 Broad Street, New York, New York 10004. April 8, 1999 Ladies and Gentlemen: Regency Centers, L.P., a Delaware limited partnership (the "Partnership"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated April 7, 1999 (the "Underwriting Agreement"), between the Partnership and Regency Realty Corporation, a Florida corporation ("Regency"), on the one hand and Goldman, Sachs & Co. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Partnership and the Guarantors agree to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Partnership and the Guarantors, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the [Execution Copy] Underwriters, the Partnership and Regency. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Partnership and Regency for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, Regency Centers, L.P. By: Regency Realty Corporation, general partner By: /s/ J. Christian Leavitt Name: J. Christian Leavitt Title: Senior Vice President Regency Realty Corporation By: /s/ J. Christian Leavitt Name: J. Christian Leavitt Title: Senior Vice President Accepted as of the date hereof: Goldman, Sachs & Co. _______________________________________ (Goldman, Sachs & Co.) On behalf of each of the Underwriters [Execution Copy] SCHEDULE I Principal Amount of Designated Underwriter Securities ----------- to be Purchased --------- Goldman, Sachs & Co................................$32,600,000 Morgan Stanley & Co. Incorporated.................. 5,800,000 Prudential Securities Incorporated................. 5,800,000 Salomon Smith Barney Inc........................... 5,800,000 ----------- Total............................$50,000,000 =========== [Execution Copy] SCHEDULE II Title of Designated Securities: 7.75% Notes due April 1, 2009 Aggregate principal amount: $50,000,000 Price to Public: 100.000% of the principal amount of the Designated Securities, plus accrued interest, if any, from April 14, 1999 to the Time of Delivery Purchase Price by Underwriters: 99.350% of the principal amount of the Designated Securities, plus accrued interest, if any, from April 14, 1999 to the Time of Delivery Form of Designated Securities: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company ("DTC") or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC. Specified funds for payment of purchase price: Federal (same day) funds Time of Delivery: 10:00 a.m. (New York City time) on April 14, 1999 Indenture: Indenture dated as of March 9, 1999 among the Partnership, the Guarantors named therein and First Union National Bank, as Trustee Maturity: April 1, 2009 Interest Rate: 7.75% [Execution Copy] Interest Payment Dates: April 1 and October 1 Redemption Provisions: The Designated Securities may be redeemed by the Partnership, in whole or in part, at any time at a redemption price equal to the sum of (a) the principal amount of Designated Securities being redeemed plus accrued interest thereon to the Redemption Date (as defined in the Indenture) and (b) the Make-Whole Amount (as defined in the Indenture), if any, with respect to such Designated Securities. Sinking Fund Provisions: No sinking fund provisions Closing location for delivery of Designated Securities: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Additional Closing Conditions: None Names and addresses of Representatives: Designated Representatives: Goldman, Sachs & Co. Address for Notices, etc.: 85 Broad Street, New York, New York 10004 Other Terms: None EX-5.2 3 OPINION FOLEY & LARDNER CHICAGO POST OFFICE BOX 240 SACRAMENTO DENVER JACKSONVILLE, FLORIDA 32201-0240 SAN DIEGO JACKSONVILLE THE GREENLEAF BUILDING SAN FRANCISCO LOS ANGELES 200 LAURA STREET TALLAHASSEE MADISON JACKSONVILLE, FLORIDA 32202-3510 TAMPA MILWAUKEE TELEPHONE (904) 359-2000 WASHINGTON, D.C. ORLANDO FACSIMILE (904) 359-8700 WEST PALM BEACH April 14, 1999 Regency Centers, L.P. 121 West Forsyth Street Suite 200 Jacksonville, Florida 32202 Re: Registration Statement on Form S-3 Gentlemen: This opinion is being furnished in connection with the Registration Statement on Form S-3 of Regency Centers, L.P. (the "Issuer") and the guarantors named therein ("Guarantors"), under the Securities Act of 1933, as amended (the "Securities Act"), for the issuance of (a) $50,000,000 aggregate principal amount of 7.75% Notes Due April 1, 2009 of the Issuer (the "Notes") and (b) the guarantee of the Guarantors with respect to the Notes (the "Guarantees"), to be issued against payment therefor. In connection with the issuance of such securities, we have examined and are familiar with: (a) the agreements of limited partnership of the Issuer and of each Guarantor which is a limited partnership, each as presently in effect, (b) the articles of incorporation and bylaws of each Guarantor which is a corporation, each as presently in effect, (c) the proceedings of and actions taken by the Board of Directors of Regency Realty Corporation ("Regency"), as general partner of the Issuer, in connection with the issuance and sale of the Notes, (d) the proceedings of and actions taken by the Board of Directors of each Guarantor in connection with the issuance of the Guarantees and (e) such other records, certificates and documents as we have considered necessary or appropriate for purposes of this opinion. 1. The Notes have been duly authorized, and when duly executed, authenticated, issued and delivered against payment therefor, will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, fraudulent transfer, equitable subordination, fair dealing, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. 2. The Guarantees have been duly authorized, and when duly executed, issued and delivered by the Guarantors and, when the Notes have been issued and authenticated, will constitute valid and legally binding obligations of the Guarantors enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, fraudulent transfer, equitable subordination, fair dealing, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof. We hereby consent to the inclusion of this opinion as Exhibit 5.1 in said Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus and any supplements thereto. In giving this consent we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder. Sincerely, FOLEY & LARDNER By: /s/ Linda Y. Kelso Linda Y. Kelso -----END PRIVACY-ENHANCED MESSAGE-----