________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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REGENCY CENTERS CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock,
par value $0.01 per share
(Title of Class of Securities)
758849103
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
J. Christian Levitt
Senior Vice President
Regency Centers Corporation
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Telephone: (904) 598-7000
(Name, address and telephone number of person
authorized to receive notices and
communications on behalf of filing persons)
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Copy to:
Linda Y. Kelso
Foley & Lardner LLP
One Independent Drive, Suite 1300
Jacksonville, Florida 32202
Telephone: (904) 359-2000
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Calculation of Filing Fee
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Transaction Value Amount* Amount of Filing Fee
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$6,763,641 $856.95
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*Calculated solely for purposes of determining the filing fee. This amount
assumes that the reload right feature on options to purchase 1,623,219 shares of
common Stock of Regency Centers Corporation having an aggregate value of
approximately $6,763,641 will be exchanged pursuant to this offer. The aggregate
value of such reload rights were calculated using a binomial option pricing
model. The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals $126.70 per each $1.0
million of the value of the transaction.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offering fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[_] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
[_] Check the appropriate boxes to designate any transactions to which the
statement relates:
[_] third party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
________________________________________________________________________________
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Item 1. Summary Term Sheet
The information set forth under "Summary Term Sheet" in the Offer to
Exchange Reload Rights for New Options or Stock Rights Awards, dated December
10, 2004 (the "Offer to Exchange"), attached as Exhibit (a)(1), is incorporated
herein by reference.
Item 2. Subject Company Information
(a) The name of the issuer is Regency Centers Corporation, a Florida
corporation (the "Company" or "Regency"), and the address of its principal
executive office is 121 West Forsyth Street, Suite 200, Jacksonville, Florida
32202. The Company's phone number is (904) 598-7000. The information set forth
in the Offer to Exchange under Section 18 ("Information Concerning Regency") is
incorporated herein by reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer
by the Company to its current employees to exchange the reload feature on their
unexercised options (the "Reload Rights") to purchase Regency common stock (the
"Common Stock") (whether vested or unvested) that were issued under Regency's
Long Term Omnibus Plan, as amended (the "Omnibus Plan"), for either (1) newly
issued options to purchase Common Stock pursuant to the Omnibus Plan (the "New
Options") or (2) a newly issued stock rights award issued pursuant to the
Omnibus Plan (the "Stock Rights Awards") that will represent the right to
receive shares of Common Stock upon vesting, upon the terms and subject to the
conditions set forth in the Offer to Exchange, the related individualized letter
and spreadsheet and election forms attached as Exhibits (a)(1), (a)(2), (a)(3)
and (a)(4) respectively (the Offer to Exchange, the individualized letter and
spreadsheet and the election forms, as they may be amended or supplemented from
time to time, being referred to as the "Offer").
Only employees of the Company as of December 10, 2004, except
the Company's chief executive officer (CEO), chief operating officer (COO) and
chief financial officer (CFO), who continue to be employees through the date the
Company accepts their tendered Reload Rights for exchange and cancellation are
eligible to participate in the Offer. The Company's CEO, COO and CFO may
participate in the offer but may only receive New Options in exchange for their
Reload Rights. Non-employee members of the Company's board or directors are not
eligible to participate in the Offer.
As of December 8, 2004, there were a total of 1,735,980
options outstanding that had a reload feature. Of these outstanding options,
options exercisable for 1,623,219 shares of the Company's Common Stock are held
by eligible participants. The information set forth in the Offer to Exchange on
the introductory pages and under "Summary Term Sheet," Section 4
("Eligibility"), Section 5 ("Source and Amount of Consideration; Terms of New
Options and Stock Awards Rights") and Section 7 ("Expiration Date") is
incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section
11 ("Price Range of Shares Underlying the New Options and Stock Award Rights")
is incorporated herein by reference.
Item 3. Identity and Background of Filing Person
(a) The Company is the filing person. The information set forth
under Item 2(a) above and the Offer to Exchange under Section 12 ("Interests of
Directors and Executive Officers; Transactions and Arrangements Concerning
Options or Stock Rights Awards") and under Section 18 ("Information Concerning
Regency") is incorporated herein by reference.
Item 4. Terms of the Transaction
(a) The information set forth in the Offer to Exchange on the
introductory pages and under "Summary Term Sheet," Section 4 ("Eligibility"),
Section 5 ("Source and Amount of Consideration; Terms of New Options and Stock
Rights Awards"), Section 6 ("Procedure for Electing to Exchange Reload Rights"),
Section 7 ("Expiration Date"), Section 8 ("Withdrawal Rights and Change of
Election"), Section 9 ("Material U.S. Federal Income Tax Consequences"), Section
10 ("Conditions of the Offer"), Section 13 ("Legal Matters; Regulatory
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Approvals"), Section 14 ("Extension of Offer; Termination and Amendment") and
Section 15 ("Accounting Treatment of the Transaction") is incorporated herein by
reference.
(b) The information set forth in the Offer to Exchange under Section
12 ("Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Options or Stock Rights Awards") is incorporated herein
by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) The information set forth in the Offer to Exchange under Section
12 ("Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Options or Stock Rights Awards") is incorporated herein
by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The information set forth in the Offer to Exchange under Section
3 ("The Purpose of This Offer") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section
15 ("Accounting Treatment of the Transaction") is incorporated herein by
reference.
(c) The information set forth in the Offer to Exchange under Section
3 ("The Purpose of This Offer") is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration
(a) The information set forth in the Offer to Exchange under Section
5 ("Source and Amount of Consideration; Terms of New Options and Stock Award
Rights") and Section 17 ("Fees and Expenses") is incorporated herein by
reference.
(b) The information required by Item (b) of Item 1007 of Regulation
M-A is not applicable.
(c) The information required by Item (d) of Item 1007 of Regulation
M-A is not applicable.
Item 8. Interests in Securities of the Subject Company
(a) The information set forth in the Offer to Exchange under Section
12 ("Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Options or Stock Rights Awards") is incorporated herein
by reference.
(b) The information set forth in the Offer to Exchange under Section
12 ("Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Options or Stock Rights Awards") is incorporated herein
by reference.
Item 9. Persons/Assets Retained, Compensated or Used.
(a) The information required by Item (a) of Item 1009 of Regulation
M-A is not applicable.
Item 10. Financial Statements
(a) The information set forth in the Offer to Exchange under Section
16 ("Financial Statements"), Section 18 ("Information Concerning Regency") and
Section 19 ("Additional Information is incorporated herein by reference.
(b) The information required by Item (b) of Item 1010 of Regulation
M-A is not applicable.
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Item 11. Additional information.
(a) The information set forth in the Offer to Exchange under Section
12 ("Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning Options or Stock Rights Awards") is incorporated herein
by reference.
(b) The information required by Item (b) of Item 1011 of Regulation
M-A is not applicable.
Item 12. Exhibits
(a) (1) Offer to Exchange, dated December 10, 2004
(2) Form of Individualized Letter and Spreadsheet
(3) Election Form for California, Oregon and Texas Residents
(4) Election Form for Colorado, Florida, Georgia, Missouri,
Ohio and Virginia Residents
(5) Form of Email Notice re Informational Telephone
Conference
(b) The information required by Item (b) of Item 1016 of Regulation
M-A is not applicable
(c) Regency Centers Corporation Long Term Omnibus Plan filed as an
appendix to the Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 filed with the Securities and Exchange Commission (the
"Commission") on April 3, 2003, and incorporated herein by reference.
(d) The information required by Item (g) of Item 1016 of Regulation
M-A is not applicable
(e) The information required by Item (h) of Item 1016 of Regulation
M-A is not applicable
Item 13. Information Required by Schedule 13E-3
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, correct and
complete.
REGENCY CENTERS CORPORATION
By: /s/ J. Christian Levitt
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J. Christian Levitt
Senior Vice President
Date: December 10, 2004
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INDEX TO EXHIBITS
Exhibit
Number Description
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(a)(1) Offer to Exchange, dated December 10, 2004
(a)(2) Form of Individualized Letter and Spreadsheet
(a)(3) Election Form for California, Oregon and Texas Residents
(a)(4) Election Form for Colorado, Florida, Georgia, Missouri, Ohio
and Virginia Residents
(a)(5) Form of Email Notice re Schedule of Informational Telephone
Conference
(d)(1) Regency Centers Corporation Long Term Omnibus Plan filed as an
appendix to the Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 filed with the Securities
and Exchange Commission (the "Commission") on April 3, 2003,
and incorporated herein by reference
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