SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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REGENCY CENTERS CORPORATION
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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REGENCY CENTERS CORPORATION
________________
NOTICE AND PROXY STATEMENT
________________
NOTICE OF SPECIAL MEETING OF HOLDERS OF SERIES 3 PREFERRED STOCK
TO BE HELD SEPTEMBER 10, 2004
TO THE HOLDERS OF DEPOSITARY SHARES REPRESENTING 7.45% SERIES 3 CUMULATIVE
REDEEMABLE PREFERRED STOCK:
PLEASE TAKE NOTICE that a special meeting of holders of 7.45% Series 3
cumulative redeemable preferred stock ("Series 3 preferred stock") of Regency
Centers Corporation will be held on Wednesday, September 10, 2004, at 10:00
A.M., Eastern time, at Regency's offices, 121 West Forsyth Street, Jacksonville,
Florida.
The meeting will be held for the following purposes:
1. To consider and vote on a proposal to amend our Restated
Articles of Incorporation to increase the number of authorized
shares of preferred stock to 30 million shares.
2. To transact such other business as may properly come before
the meeting or any adjournment.
Only holders of record of Series 3 preferred stock at the close of
business on July 29, 2004 will be entitled to vote at the meeting. Wachovia
Bank, National Association, is the holder of record of the Series 3 preferred
stock in its capacity as depositary, on behalf of depositary shares each
representing 1/10th of a share of Series 3 preferred stock (the "Series 3
depositary shares or "depositary shares"). The depositary is required to vote
the Series 3 preferred stock in accordance with the instructions of the holders
of record of the of Series 3 depositary shares.
Holders of Regency's outstanding common stock approved the proposal at
Regency's annual meeting on April 28, 2004.
We would appreciate your dating, signing and returning the enclosed
voting instruction card to Wachovia Bank, National Association, as depositary,
as promptly as possible so that the Series 3 preferred stock underlying your
depositary shares may be voted.
By Order of the Board of Directors,
J. Christian Leavitt
Senior Vice President, Secretary
and Treasurer
Dated: August 3, 2004
REGENCY CENTERS CORPORATION
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
________________
PROXY STATEMENT FOR SPECIAL MEETING OF
HOLDERS OF SERIES 3 PREFERRED STOCK TO BE HELD SEPTEMBER 10, 2004
This proxy statement and the enclosed voting instruction card are first
being sent to holders of Regency Centers Corporation's Series 3 depositary
shares on or about August 3, 2004 in connection with the solicitation by
Regency's board of directors of voting instructions to be used at a special
meeting of holders of our Series 3 preferred stock. The meeting will be held on
Wednesday, September 10, 2004, at 10:00 A.M., Eastern time, at Regency's
offices, 121 West Forsyth Street, Jacksonville, Florida.
Wachovia Bank, National Association, in its capacity as depositary,
will vote, or cause to be voted, the Series 3 preferred stock underlying the
Series 3 depositary shares in accordance with the instructions of the holders of
record of the Series 3 depositary shares given by means of the enclosed voting
instruction card. If you sign and return the enclosed voting instruction card,
you may nevertheless revoke it at any time prior to 5:00 P.M. Eastern time on
September 9, 2004 by (1) giving written notice to the depositary or (2)
delivering a later dated voting instruction card to the depositary at:
Wachovia Bank, National Association
Topaze Miller - Equity Services Group
1525 West W. T. Harris Boulevard, 3C3
Charlotte, North Carolina 28288-1153
Telephone: 704.590.7392
The depositary will vote, or cause to be voted, the preferred shares
represented by your depositary shares as directed, unless the voting instruction
card is mutilated or otherwise received in such form or at such time as to
render it not votable.
If necessary, Wachovia, or the holder of its proxy, may vote in favor
of a proposal to adjourn the meeting to permit further solicitation of proxies
in order to approve the amendment. If the meeting is adjourned for any reason,
at any subsequent reconvening of the meeting depositary shares will be voted in
the same manner as they would have been voted at the original convening of the
meeting (except for any voting instructions that have effectively been revoked
or withdrawn).
VOTING SECURITIES
Holders of a majority of the outstanding Series 3 preferred stock must
be present in person or represented by proxy to constitute a quorum at the
meeting. The record of shareholders entitled to vote at the special meeting was
taken at the close of business on July 29, 2004. At such date, Regency had
outstanding and entitled to vote 300,000 shares of Series 3 preferred stock
having a liquidation value of $250 per share, all of which are held of record by
Wachovia Bank, National Association. At such date, Regency had outstanding
3,000,000 shares of Series 3 depositary shares, each representing 1/10th of a
share of Series 3 preferred
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stock. Each depositary share entitles the holder to one vote. To our knowledge,
there is no depositary shareholder that owns 5% or more of the outstanding
depositary shares.
PROPOSAL TO INCREASE NUMBER
OF AUTHORIZED SHARES OF PREFERRED STOCK
The board of directors has approved, and recommends that shareholders
vote in favor of, an amendment to Article 4.1(a) of the Restated Articles of
Incorporation increasing the authorized preferred stock from 10 million to 30
million shares. The full text of the amendment is set forth as Appendix A.
Holders of Regency's outstanding common stock approved the proposal at
Regency's annual meeting on April 28, 2004. The affirmative vote of the holders
of a majority of the votes entitled to be cast by the Series 3 preferred stock,
voting as a separate class, is also required to amend our Restated Articles to
increase the authorized preferred stock.
Regency presently has outstanding or reserved for issuance the
following series of non-voting preferred stock:
Aggregate First
Shares Issued Liquidation Distribution exchangeable
Series or Issuable Preference Rate by Unitholder
---------------- ----------------- ------------------- ----------------- ------------------
Series 3 300,000 $ 75,000,000 7.450% N/A
Series B(1) 850,000 85,000,000 8.750% 09/03/09
Series C(1) 400,000 40,000,000 9.000% 09/03/09
Series D(1) 500,000 50,000,000 9.125% 09/29/09
Series E(1) 300,000 30,000,000 8.750% 05/25/10
Series F(1) 240,000 24,000,000 8.750% 09/08/10
------- ----------
2,590,000 $304,000,000
========= ===========
------------------
(1) These series of preferred stock generally will be issuable
beginning 10 years after the date of issuance of the
corresponding series of preferred units in our operating
partnership, Regency Centers, L.P., through which we conduct
all our business. Regency may call the underlying series of
preferred units for redemption beginning 5 years after the
date of issuance.
Purpose and Effect of the Amendment
The board of directors has authority to issue shares of authorized
preferred stock in one or more classes or series having such rights and
preferences as may be determined by the board, subject to the limits provided by
Florida law, including dividend rights and rights upon liquidation, and any
conversion, redemption, sinking fund or voting rights. No shareholder approval
is required for the issuance of authorized shares of preferred stock except to
the extent mandated by rules of the New York Stock Exchange or any other
exchange on which the common stock is then listed for trading. All shares of
preferred stock must be senior to all common stock in the payment of dividends
and/or upon liquidation. Holders of preferred stock are not entitled, as a
matter of right, to preemptive rights or rights to subscribe for any other
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Regency securities. Prior to the issuance of shares of any class or series,
resolutions of the board establishing the class or series and determining its
relative rights and preferences must be filed with the Florida Department of
State as part of articles of amendment to the Articles of Incorporation.
The ability of the board of directors to issue separate classes or
series of preferred stock provides flexibility to tailor senior securities in
response to terms specifically negotiated by investors. Our board of directors
wishes to preserve maximum flexibility to issue preferred stock in public
offerings, in private transactions with institutional investors or in the
acquisition of income-producing properties when the investor wishes to hold a
senior security. In order to maintain its status as a real estate investment
trust for federal income tax purposes, Regency is required to distribute 90% of
its REIT taxable income. Accordingly, our ability to grow depends on our ability
to access external sources of capital at attractive rates. The board of
directors believes that our ability to raise capital will be enhanced by having
as flexible a capital structure as possible. The board intends to issue
preferred stock for the purpose of raising capital and not for the purpose of
making a takeover of Regency more difficult.
We issued shares of non-voting Series 3 preferred stock in an
underwritten public offering in March 2003 in the form of non-redeemable
preferred stock commonly known as perpetual preferred stock." As a general rule,
investors are accustomed to seeing perpetual preferred stock with a liquidation
preference of $25 per share. However, to preserve flexibility to issue
additional shares of preferred stock in the future, our board of directors chose
to use a depositary arrangement, issuing 300,000 shares of Regency preferred
stock having a liquidation preference of $250 per share, which underly 3 million
depositary shares each representing a 1/10th fractional interest in a share of
Series 3 preferred stock. This arrangement is cumbersome and results in
additional expense because of the fees of the depositary. In addition, it makes
our capital structure more complex.
The board of directors would like to have the flexibility to issue
preferred stock in the future with a per share liquidation preference of $25 per
share. If holders of Series 3 preferred stock approve the proposed amendment
increasing the number of authorized shares of preferred stock to 30 million
shares, 27,410,000 shares would be available for future transactions. Using a
liquidation preference of $25 per share, Regency would have the flexibility to
raise up to approximately $685 million in the form of perpetual preferred stock.
We do not anticipate issuing perpetual preferred stock that would have voting
rights (except as required by law or rules of any exchange on which the
preferred stock would be listed for trading). We expect that any preferred stock
we issue with voting rights, such as convertible preferred stock, would have no
more than one vote for each $25 of liquidation preference or would vote on an
as-converted basis. We cannot issue preferred stock that is senior to our
outstanding preferred stock without the approval of holders of two-thirds of the
outstanding shares of preferred stock voting as a class.
The board of directors has no present commitments, plans or proposals
for the issuance of any shares of preferred stock except for (1) the shares
already reserved for issuance as described above and (2) the issuance of up to
approximately 500,000 shares of perpetual preferred stock having an aggregate
liquidation preference of up to $125 million. The new series of perpetual
preferred stock will underlie depositary shares and will be similar to our
Series 3 preferred stock. We intend to use the net proceeds from the issuance of
the new series of preferred stock to redeem up to $125 million of redeemable
preferred units of our operating partnership, Regency Centers, L.P., that have a
weighted average distribution rate of 8.83% and first become callable in
September 2004 at a redemption price equal to their liquidation preference plus
accrued but unpaid distributions. We also may issue perpetual
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preferred stock in the future, the net proceeds of which would be used to redeem
other series of redeemable preferred units of our operating partnership when and
as they become redeemable.
Issuance of classes or series of preferred stock could result in one or
more of the following detriments:
* The preferred stock may be pari passu with the Series 3
preferred stock in the payment of dividends and/or liquidating
distributions without any further approval of the Series 3
preferred stockholders. The issuance of such shares could
reduce funds available for distribution to holders of Series 3
preferred stock.
* In addition, class voting rights (whether granted by the
specific terms of the preferred stock or by law) could delay
or prevent a change of control of Regency.
The affirmative vote of a majority of the votes entitled to be cast by
the Series 3 preferred stock, voting as a separate class, is required for
approval of the proposal to increase the number of authorized shares of
preferred stock from 10 million to 30 million. Therefore, the affirmative vote
of the majority of the outstanding Series 3 depositary shares is required for
approval of the proposal. Broker non-votes and abstentions will be counted
against the proposal.
The board of directors unanimously recommends a vote "For" this
proposal. All voting instructions solicited by the board of directors will be
voted as directed. If no direction is indicated, the depositary will abstain
with respect to the proposal.
OTHER MATTERS
The board of directors does not know of any other matters to come
before the meeting. However, if any other matters properly come before the
meeting, it is the intention of the persons designated as proxies to vote in
accordance with their best judgment on such matters. If any other matter should
come before the meeting, action on such matter will be approved if the number of
votes cast in favor of the matter exceeds the number opposed.
SHAREHOLDER PROPOSALS
Regulations of the Securities and Exchange Commission require proxy
statements to disclose the date by which shareholder proposals must be received
by the company in order to be included in the company's proxy materials for the
next annual meeting. In accordance with these regulations, shareholders are
hereby notified that if, pursuant to Rule 14a-8, they wish a proposal to be
included in Regency's proxy statement and form of proxy relating to the 2005
annual meeting, a written copy of their proposal must be received at Regency's
principal executive offices no later than November 30, 2004. Proposals must
comply with the proxy rules relating to shareholder proposals in order to be
included in Regency's proxy materials. For example, the Regency securities that
you own must be entitled to vote on the matter you wish to propose. Notice to
Regency of a shareholder proposal submitted otherwise than pursuant to Rule
14a-8 will be considered untimely if received by Regency after November 30,
2004. To ensure prompt receipt by Regency, proposals should be sent certified
mail, return receipt requested.
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EXPENSES OF SOLICITATION
The cost of soliciting voting instructions will be borne by Regency. We
have engaged Georgeson Shareholder to solicit voting instructions for the
special meeting. We will pay Georgeson a fee of approximately $10,000 for its
services. We may reimburse brokers and other persons holding stock in their
names, or in the names of nominees, for their expenses for sending proxy
material to principals and obtaining their voting instructions.
Please specify your choices, date, sign and return the enclosed voting
instruction card in the enclosed envelope, postage for which has been provided.
Your prompt response will be appreciated.
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Appendix A
PROPOSED AMENDMENT TO INCREASE NUMBER
OF AUTHORIZED SHARES OF PREFERRED STOCK
Article 4.1(a) of our Restated Articles of Incorporation is proposed to
be amended in its entirety to read as follows:
Section 4.1 Authorized Capital. The maximum number of shares of stock
which the Corporation is authorized to have outstanding at any one time is one
hundred ninety million (190,000,000) shares (the "Capital Stock") divided into
classes as follows:
i. Thirty million (30,000,000) shares of preferred stock
having a par value of $0.01 per share (the "Preferred Stock"), and
which may be issued in one or more classes or series as further
described in Section 4.2; and
ii. One hundred fifty million (150,000,000) shares of
voting common stock having a par value of $0.01 per share (the "Common
Stock"); and
iii. Ten million (10,000,000) shares of common stock having
a par value of $0.01 per share (the "Special Common Stock") and which
may be issued in one or more classes or series as further described in
Section 4.4.
A-1
REGENCY CENTERS CORPORATION
VOTING INSTRUCTIONS SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR SPECIAL MEETING OF HOLDERS OF SERIES 3 PREFERRED STOCK
SEPTEMBER 10, 2004
The undersigned, having received the Notice of Special Meeting of
Holders of Series 3 Preferred Stock and Proxy Statement, appoints Martin E.
Stein, Jr., Mary Lou Fiala and Bruce M. Johnson, and each or any of them, as
proxies, with full power of substitution and resubstitution, to represent the
undersigned and directs Wachovia Bank, National Association to vote all shares
of 7.45% Series 3 cumulative redeemable preferred stock of Regency Centers
Corporation represented by Series 3 depositary shares which the undersigned is
entitled to vote at the Special Meeting of Holders of the Company's Series 3
Preferred Stock to be held on September 10, 2004, and any and all adjournments
thereof, in the manner specified.
1. Amendment to Regency's Restated Articles of Incorporation to
increase the number of authorized shares of preferred stock.
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued and to be SIGNED and dated on the reverse side.)
* FOLD AND DETACH HERE AND READ REVERSE SIDE *
(Continued from reverse side)
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED,
THE DEPOSITARY WILL ABSTAIN WITH RESPECT TO THE PROPOSAL.
Should any other matters requiring a vote of the holders of Series 3
preferred stock arise, the above named proxies are authorized to vote the same
in accordance with their best judgment in the interest of the Company. The Board
of Directors is not aware of any matter which is to be presented for action at
the meeting other than the matters set forth herein.
Dated:________________, 2004
________________________________(SEAL)
________________________________(SEAL)
(Please sign exactly as name or names appear hereon. Executors, administrators,
trustees or other representatives should so indicate when signing.)