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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 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. 2 amends the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission on December 10, 2004, as
amended by Amendment No.1 filed on January 5, 2005, by Regency Centers
Corporation, a Florida corporation ("Regency"), relating to an offer by Regency
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 2. Subject Company Information
Item 2(b) is hereby amended as follows:
The last paragraph set forth under the caption "Dispute Resolution" in
the First Supplement to the Offer to Exchange Reload Rights for New Options or
Stock Rights Awards, dated January 5, 2005, which was filed as Exhibit (a)(6) to
Amendment No. 1 to this Tender Offer Statement, is hereby amended in its
entirety to read as follows:
"Claims under federal securities laws may not be subject to mandatory
arbitration, as the Securities and Exchange Commission deems the attempt to
limit judicial remedies to be against public policy and therefore
unenforceable."
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 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 6, 2005
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