-----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, VzMwrBSbE/5gamB5TmplYWdm4eu0g4/95yjbpAeorTAAS+3V/UzX51f7fF59BHhe JYoL+nqTduk9XyR5AK7zhQ== 0000897069-01-000041.txt : 20010123 0000897069-01-000041.hdr.sgml : 20010123 ACCESSION NUMBER: 0000897069-01-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010122 ITEM INFORMATION: FILED AS OF DATE: 20010122 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: 1512709 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 0001.txt FORM 8-K FOR REGENCY CENTERS, L.P. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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) January 22, 2001 ---------------- 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 32202 Jacksonville, Florida ----- --------------------- (Zip Code) (Address of principal executive offices) 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 and the Registration Statement No. 333-53868 on Form S-3, each of Regency Centers, L.P., and are filed herewith for incorporation by reference in such Registration Statements. 1.6 Pricing Agreement dated as of January 17, 2001 among Regency Centers, L.P. and Regency Realty Corporation, on the one hand, and Goldman, Sachs & Co., Credit Suisse First Boston, First Union Securities, Inc., Chase Securities Inc., Morgan Stanley & Co. Incorporated, PNC Capital Markets, Inc., and Wachovia Securities, Inc., on the other hand. 5.5 Opinion of Foley & Lardner regarding legality of securities. 2 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 January 22, 2001 By: /s/ J. Christian Leavitt -------------------------------------- J. Christian Leavitt, Senior Vice President and Chief Accounting Officer EX-1.6 2 0002.txt PRICING AGREEMENT DATED JANUARY 17, 2001 EXHIBIT 1.6 Pricing Agreement Goldman, Sachs & Co., Credit Suisse First Boston Corporation, First Union Securities, Inc., Chase Securities Inc., Morgan Stanley & Co. Incorporated, PNC Capital Markets, Inc., Wachovia Securities, Inc. c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004. January 17, 2001 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 names 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 (i) 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 and (iii) the representation and warranty in paragraph (o) of Section 2 of the Underwriting Agreement shall be superceded in its entirety by the following: (o) Regency has qualified to be taxed as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for each of the fiscal years from its inception through the fiscal year ended December 31, 1999 and Regency's present and contemplated organization, ownership, method of operation, assets and income are such that Regency is in a position under present law to so qualify for the fiscal year ending December 31, 2000 and in the future; 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 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 I hereto. All references to Pacific Retail Trust and its subsidiaries in paragraph (d) of Section 7 of the Underwriting Agreement shall be deleted. 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 Regency agree to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Partnership and Regency, at the time and place and at the purchase price to the Underwriters set forth in Schedule I hereto, the Designated Securities. 2 If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon acceptance hereof by 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 the Underwriters, the Partnership and Regency. Very truly yours, Regency Centers, L.P. By: Regency Realty Corporation, general partner By: /s/ Bruce M. Johnson -------------------------------- Name: Bruce M. Johnson Title: Managing Director and Executive Vice President Regency Realty Corporation By: /s/ Bruce M. Johnson -------------------------------------- Name: Bruce M. Johnson Title: Managing Director and Executive Vice President Accepted as of the date hereof: Goldman, Sachs & Co. Credit Suisse First Boston Corporation First Union Securities, Inc. Chase Securities Inc. Morgan Stanley & Co. Incorporated PNC Capital Markets, Inc. Wachovia Securities, Inc. By: /s/ Goldman, Sachs & Co. ------------------------------------ (Goldman, Sachs & Co.) 3 SCHEDULE I Title of Designated Securities: 7.950% Notes due January 15, 2011 Aggregate principal amount: $220,000,000 Price to Public: 99.867% of the principal amount of the Designated Securities, plus accrued interest, if any, from January 22, 2001 to the Time of Delivery Purchase Price by Underwriters: 99.217% of the principal amount of the Designated Securities, plus accrued interest, if any, from January 22, 2001 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 January 22, 2001 Indenture: Indenture dated as of March 9, 1999 among the Partnership, the Guarantors named therein and First Union National Bank, as Trustee Maturity: January 15, 2011 Interest Rate: 7.950% 4 Interest Payment Dates: January 15 and July 15, commencing on July 15, 2001 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., Credit Suisse First Boston Corporation, First Union Securities, Inc., Chase Securities Inc., Morgan Stanley & Co. Incorporated, PNC Capital Markets, Inc., Wachovia Securities, Inc. Address for Notices, etc.: Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 Other Terms: None 5 EX-5.5 3 0003.txt OPINION OF FOLEY & LARDNER EXHIBIT 5.5 FOLEY & LARDNER ATTORNEYS AT LAW BRUSSELS POST OFFICE BOX 240 ORLANDO CHICAGO JACKSONVILLE, FLORIDA 32201-0240 SACRAMENTO DENVER THE GREENLEAF BUILDING SAN DIEGO DETROIT 200 LAURA STREET SAN FRANCISCO JACKSONVILLE JACKSONVILLE, FLORIDA 32202-3510 TALLAHASSEE LOS ANGELES TELEPHONE (904) 359-2000 TAMPA MADISON FACSIMILE (904) 359-8700 WASHINGTON, D.C. MILWAUKEE WEST PALM BEACH January 22, 2001 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 (333-72899) and the Registration Statement on Form S-3 (333-53868), each of Regency Centers, L.P. (the "Issuer") and Regency Realty Corporation, as guarantor ("Regency"), under the Securities Act of 1933, as amended (the "Securities Act"), for the issuance of (a) $220,000,000 aggregate principal amount of 7.95% Notes Due January 15, 2011 of the Issuer (the "Notes") and (b) the guarantee of Regency 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, as presently in effect, (b) the articles of incorporation and bylaws of Regency, as presently in effect, (c) the proceedings of and actions taken by the Board of Directors of 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 Regency, on its own behalf, 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. Regency Centers, L.P. January 22, 2001 Page 2 2. The Guarantees have been duly authorized, and when duly executed, issued and delivered by Regency and, when the Notes have been issued and authenticated, will constitute valid and legally binding obligations of Regency 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 5.4 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 -------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----