-----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, VcJ8vnHHJpCpeT5QcuNYDGL1lZVsPfliOgB/fVC5RyfAM5Q0YcwyEhQ8+y2Vm0uE hAlGHKjhk+3eFBuA66aI0Q== 0000897069-04-000738.txt : 20040331 0000897069-04-000738.hdr.sgml : 20040331 20040331154115 ACCESSION NUMBER: 0000897069-04-000738 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040331 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040331 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: 1934 Act SEC FILE NUMBER: 000-24763 FILM NUMBER: 04705862 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 dkm162.txt FORM 8-K DATED MARCH 31, 2004 ================================================================================ 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) March 31, 2004 -------------- REGENCY CENTERS, L.P. (Exact name of registrant as specified in its charter) Delaware 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 (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. 333-58966 on Form S-3 of Regency Centers, L.P. and are filed herewith for incorporation by reference in such Registration Statement. 1.5 Pricing Agreement dated as of March 29, 2004 among Regency Centers, L.P. and Regency Centers Corporation, on the one hand, and J.P. Morgan Securities, Inc. and Wachovia Capital Markets, LLC on the other hand. 5.4 Opinion of Foley & Lardner LLP regarding legality of securities. 8.4 Opinion of Foley & Lardner LLP regarding tax matters. 23.1 Consent of Foley & Lardner LLP (included in Opinion filed as Exhibit 5.4) 23.2 Consent of Foley & Lardner LLP (included in Opinion filed as Exhibit 8.4) 2 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, L.P. (registrant) By: Regency Centers Corporation, Its General Partner March 31, 2004 By: /s/ J. Christian Leavitt ------------------------------------- J. Christian Leavitt, Senior Vice President and Chief Accounting Officer 3 EX-1 3 dkm162a.txt EXHIBIT 1.5 - PRICING AGREEMENT Exhibit 1.5 Pricing Agreement ----------------- J.P. Morgan Securities Inc. Wachovia Capital Markets, LLC. As Representatives of the several Underwriters named in Schedule I hereto c/o J.P. Morgan & Co. New York, New York 10017-2070 March 29, 2004 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 January 15, 2002 (the "Underwriting Agreement"), between the Partnership and Regency Centers Corporation, a Florida corporation (the "Guarantor"), on the one hand and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., 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"). Except as expressly amended, replaced or supplemented herein, 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 defined terms not defined herein shall have the definition contained in the Underwriting Agreement; 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, 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. The Underwriting Agreement is hereby amended by adding new paragraph (s) of Section 2: (s): The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and fairly present the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement fairly present the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and fairly presents the information shown thereby. 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 pursuant to Rule 424 under the Act. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Partnership and the Guarantor 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 Guarantor 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 Underwriters, the Partnership and the Guarantor. [SIGNATURES APPEAR ON FOLLOWING PAGES] Very truly yours, Regency Centers, L.P. By: Regency Centers Corporation, general partner By: /s/ Bruce M. Johnson ------------------------------------- Name: Bruce M. Johnson Title: Managing Director and Chief Financial Officer Regency Centers Corporation By: /s/ Bruce M. Johnson ------------------------------------- Name: Bruce M. Johnson Title: Managing Director and Chief Financial Officer Accepted as of the date hereof: J.P. Morgan Securities Inc. By: /s/ Robert Bottamedi ----------------------------------- (J.P. Morgan Securities Inc.) Wachovia Capital Markets, LLC By: /s/ William Ingram ------------------------------------ (Wachovia Capital Markets, LLC) On behalf of each of the Underwriters (Signature Page to Pricing Agreement) SCHEDULE I Principal Amount of Designated Securities to be Underwriter Purchased J.P. Morgan Securities Inc.......................................$ 52,500,000 Wachovia Securities Financial Network, LLC.......................$ 52,500,000 Wells Fargo Brokerage Services, LLC..............................$ 17,250,000 PNC Capital Markets, Inc.........................................$ 8,625,000 SunTrust Capital Markets, Inc....................................$ 8,625,000 ING Financial Markets LLC........................................$ 6,225,000 U.S. Bancorp Piper Jaffray Inc...................................$ 4,275,000 --------------- Total..........................................$ 150,000,000 =============== SCHEDULE II ----------- Title of Designated Securities: 4.950% Notes due April 15, 2014 Aggregate principal amount: $150,000,000 Price to Public: 99.747% of the principal amount of the Designated Securities, plus accrued interest, if any, from April 1, 2004 to the Time of Delivery Purchase Price by Underwriters: 99.097% of the principal amount of the Designated Securities, plus accrued interest, if any, from April 1, 2004 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 1, 2004 Indenture: Indenture dated December 5, 2001 among the Partnership, the Guarantor and Wachovia Bank, N.A. (formerly known as First Union National Bank), as Trustee Maturity: April 15, 2014 Interest Rate: 4.950% Interest Payment Dates: April 15 and October 15 of each year, commencing October 15, 2004 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 the 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 LLP 125 Broad Street New York, New York 10004 Additional Closing Conditions: None Names and addresses of Representatives: Designated Representatives: J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC. Address for Notices, etc.: c/o J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017-2070 (Attention: High Grade Syndicate Desk - 8th Floor). Other Terms: None EX-5 4 dkm162b.txt EXHIBIT 5.4 - OPINION OF FOLEY & LARDNER LLP Exhibit 5.4 [GRAPHIC OMITTED] FOLEY & LARDNER LLP : FOLEY ATTORNEYS AT LAW The Greenleaf Building March 31, 2004 200 Laura Street Jacksonville, Florida 32202-3510 P. O. Box 240 Jacksonville, Florida 32201-0240 904.359.2000 TEL 904.359.8700 FAX www.foley.com CLIENT/MATTER NUMBER 040521-0201 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 (SEC File No. 333-58966) of Regency Centers, L.P. (the "Issuer") and Regency Centers Corporation, as guarantor ("Regency"), under the Securities Act of 1933, as amended (the "Securities Act"), for the issuance of (a) $150,000,000 aggregate principal amount of 4.950% Notes Due April 15, 2014 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 agreement 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. 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. BRUSSELS DETROIT MILWAUKEE SAN DIEGO/DEL MAR TAMPA CHICAGO JACKSONVILLE ORLANDO SAN FRANCISCO TOKYO DENVER LOS ANGELES SACRAMENTO SILICON VALLEY WASHINGTON, D.C. MADISON SAN DIEGO TALLAHASSEE WEST PALM BEACH Regency Centers, L.P. March 31, 2004 Page 2 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 5.3 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 LLP By: /s/ Linda Y. Kelso ------------------------------------- EX-8 5 dkm162c.txt EXHIBIT 8.4 - TAX OPINION OF FOLEY & LARDNER LLP Exhibit 8.4 [GRAPHIC OMITTED] FOLEY & LARDNER LLP : FOLEY ATTORNEYS AT LAW The Greenleaf Building March 31, 2004 200 Laura Street Jacksonville, Florida 32202-3510 P. O. Box 240 Jacksonville, Florida 32201-0240 904.359.2000 TEL 904.359.8700 FAX www.foley.com CLIENT/MATTER NUMBER 040521-0201 Regency Centers Corporation 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202 Re: Registration Statement on Form S-3 Gentlemen: You have requested our opinions as tax counsel to Regency Centers Corporation, a Florida corporation (the "Company") concerning the federal income tax consequences in connection with the registration statement on Form S-3 (SEC File No. 333-58966) (the "Registration Statement") and with respect to qualification of the Company as a real estate investment trust (a "REIT") for federal income tax purposes, for the issuance of $150,000,000 aggregate principal amount of 4.950% Notes due April 15, 2004 of Regency Centers, L.P. (the "Partnership") and the guarantee of the Company with respect to such Notes. In connection with the opinions rendered below, we have reviewed the Registration Statement, including the prospectus supplement dated March 29, 2004 relating to the issuance of the Note (the "Prospectus Supplement"), the articles of incorporation and bylaws of the Company and such other documents that we deemed relevant. The opinions expressed in this letter are based upon certain factual representations set forth in the Registration Statement and in certificates of officers of the Company. In connection with the opinions rendered below, we have assumed generally that: 1. each of the documents referred to above has been duly authorized, executed and delivery; is authentic, if an original, or is accurate, if a copy; and has not been amended; 2. during its short taxable year ended December 31, 1993 and subsequent taxable years, the Company has operated and will continue to operate in such a manner that makes and will continue to make the factual representations contained in a certificate, dated as of the date hereof and executed by a duly appointed officer of the Company (the "Officer's Certificate"), true for such years; 3. the Company will not make any amendments to its organizational documents or to the organizational documents or Regency Realty Group, Inc., a Florida corporation ("Management Company"), after the date of this opinion that would affect its qualification as a REIT for any taxable year; BRUSSELS DETROIT MILWAUKEE SAN DIEGO/DEL MAR TAMPA CHICAGO JACKSONVILLE ORLANDO SAN FRANCISCO TOKYO DENVER LOS ANGELES SACRAMENTO SILICON VALLEY WASHINGTON, D.C. MADISON SAN DIEGO TALLAHASSEE WEST PALM BEACH Regency Centers Corporation March 31, 2004 Page 2 4. no actions will be taken by the Company or Management Company after the date hereof that would have the effect of altering the facts upon which the opinion set forth below is based. In connection with the opinions rendered below, we have relied upon the correctness of the factual representations contained in the Officer's Certificate. Based solely on the documents and assumptions set forth above and the factual representations set forth in the Officer's Certificate and without further investigation, we are of the opinion that the opinions set forth in the Prospectus Supplement under the caption "Federal Income Tax Consequences" are accurate in all material respects as to matters of law and legal conclusions. The foregoing opinions are based on current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury regulations thereunder (the "Regulations"), published administrative interpretations thereof, and published court decisions, all of which are subject to change either prospectively or retroactively. The Internal Revenue Service has not issued Regulations or administrative interpretations with respect to various provisions of the Code relating to REIT qualification. No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT or that may change the other legal conclusions stated herein. The foregoing opinion is limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. We undertake no obligation to update the opinion expressed herein after the date of this letter. We hereby consent to the inclusion of this opinion as Exhibit 8 in said Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus Supplement. In giving this consent we do not hereby admit that we come within the category of persons who consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules of regulations of the Securities and Exchange Commission promulgated thereunder. Sincerely, FOLEY & LARDNER LLP By: /s/ Foley & Lardner ------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----