________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
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.
[X] 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: $856.95.
Form or Registration No.: Schedule TO
Filing Party: Regency Centers Corporation
Date Filed: December 10, 2004
[_] 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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This Amendment No. 1 amends the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on December 10, 2004 by
Regency Centers Corporation, a Florida corporation ("Regency"), relating to an
offer by the Company to its current employees to exchange (the "Offer 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 spreadsheet and election forms previously
filed as an exhibit to the Schedule TO as Exhibits (a)(2), (a)(3) and (a)(4).
Except as amended hereby, all of the terms of the offer and all disclosures set
forth in the Schedule TO and the Offer to Exchange remain unchanged.
Item 1. Summary Term Sheet
Item 1 of the Tender Offer Statement is hereby amended to include the
information set forth under "Summary Term Sheet" in the First Supplement to the
Offer to Exchange Reload Rights for New Options or Stock Rights Awards, dated
January 5, 2005, which is filed as Exhibit (a)(6) to this Tender Offer Statement
and is incorporated herein by reference (the "First Supplement").
Item 2. Subject Company Information
Item 2(a) of the Tender Offer Statement is hereby amended to include the
information set forth under "Selected Financial Data" in the First Supplement.
Item 2(b) of the Tender Offer Statement is hereby amended to include the
information set forth under "Summary Term Sheet," "Source and Amount of
Consideration; Terms of New Options and Stock Awards Rights" and "Dispute
Resolution" in the First Supplement.
Item 3. Identity and Background of Filing Person
Item 3(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Interests of Directors and Executive Officers"
and "Selected Financial Data" in the First Supplement.
Item 4. Terms of the Transaction
Item 4(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Summary Term Sheet," "Source and Amount of
Consideration; Terms of New Options and Stock Options," "Conditions of the
Offer," and "Dispute Resolution" in the First Supplement. Item 4(b) of the
Tender Offer Statement is hereby amended to include the information set forth
under "Interests of Directors and Executive Officers" in the First Supplement.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 5(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Interests of Directors and Executive Officers"
in the First Supplement.
Item 7. Source and Amount of Funds or Other Consideration
Item 7(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Source and Amount of Consideration; Terms of
New Options and Stock Award Rights" and "Dispute Resolution" in the First
Supplement.
Item 8. Interests in Securities of the Subject Company
Item 8(a) of the Tender Offer Statement is hereby amended to include
the information set forth under Interests of Directors and Executive Officers"
in the First Supplement. Item 8(b) of the Tender Offer Statement is hereby
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amended to include the information set forth under "Interests of Directors and
Executive Officers" in the First Supplement.
Item 10. Financial Statements
Item 10(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Selected Financial Data" in the First
Supplement.
Item 11. Additional information.
Item 11(a) of the Tender Offer Statement is hereby amended to include
the information set forth under "Interests of Directors and Executive Officers"
in the First Supplement.
Item 12. Exhibits
Item 12(a) of the Tender Offer Statement is hereby amended and restated
as follows:
(a) (1) Offer to Exchange, dated December 10, 2004*
(2) Form of Individualized 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*
(6) First Supplement to Offer to Exchange, dated January 5,
2005
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*Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to 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: January 5, 2005
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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*
(a)(6) First Supplement to Offer to Exchange, dated January 5, 2005
(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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*Previously filed.