Prospectus Supplement to Prospectus dated August 24, 2000
FILED PURSUANT TO
RULE 424 (b) (5)
FILE NO: 333-72899
$10,000,000
Regency Centers, L.P.
8.00% Notes due December 15, 2010
Guaranteed as to the Payment of Principal and Interest by
Regency Realty Corporation
_________________
Regency Centers will pay interest on the notes on June 15 and December
15 of each year. The first such payment will be made on June 15, 2001. The notes
will be issued only in denominations of $1,000 and even multiples of $1,000. The
notes are not redeemable prior to maturity.
Regency Realty Corporation guarantees the payment of principal and
interest on the notes.
See "Risk Factors" beginning on page 2 of the accompanying prospectus
for a discussion of material risks that you should consider before buying the
notes.
_________________
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
_________________
Per Note Total
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Initial public offering price............................................. 100% $ 10,000,000
Underwriting discount..................................................... 0.625% $ 62,500
Proceeds, before expenses, to Regency Centers............................. 99.375% $ 9,937,500
The initial public offering price set forth above does not include
accrued interest, if any. Interest on the notes will accrue from December 15,
2000 and must be paid by the purchaser if the notes are delivered after December
15, 2000.
_________________
The underwriter expects to deliver the notes in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York on December 15, 2000.
First Union Securities, Inc.
_________________
Prospectus Supplement dated December 6, 2000.
REGENCY CENTERS AND REGENCY REALTY
We are a limited partnership which acquires, owns, develops and manages
grocery-anchored shopping centers in targeted markets in the United States. We
are the primary entity through which Regency Realty, our general partner and 97%
owner, owns and operates its properties. Regency Realty will unconditionally
guarantee the payment of principal and interest on the notes. Regency Realty is
a real estate investment trust whose common stock is traded on the New York
Stock Exchange. Regency Centers' executive offices are located at 121 West
Forsyth Street, Suite 200, Jacksonville, Florida 32202 and our telephone number
is (904) 356-7000.
USE OF PROCEEDS
The net proceeds to Regency Centers from the sale of the notes of
approximately $9.94 million will be used to repay outstanding indebtedness under
our line of credit, which currently accrues interest at a rate equal to LIBOR
plus 1%. Subject to extension or renewal, our line of credit matures in March
2002.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the nine months ended
September 30, 2000 was 1.7.
The ratio of earnings to fixed charges was computed by dividing
earnings by fixed charges. For purposes of computing these ratios, earnings have
been calculated by adding fixed charges (excluding capitalized interest and
preferred distributions) to income before minority interests and gains and
losses from the sale of operating properties and subtracting equity in income of
investments in real estate. Fixed charges consist of interest costs (whether
expensed or capitalized) and amortization of deferred debt costs and preferred
distributions.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this prospectus supplement and the
accompanying prospectus that are not historical facts are forward-looking
statements and, with respect to Regency Realty, within Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements are based on current expectations, estimates
and projections about the industry and markets in which Regency Realty operates,
management's beliefs and assumptions made by management. Words such as
"expects," "anticipates," "intends," "plans," "believes," "estimates," "should"
and similar expressions are intended to identify forward-looking statements.
Such statements involve known and unknown risks, uncertainties and other
factors, including those identified under the caption "Risk Factors" in the
accompanying prospectus, that may cause actual results to be materially
different from any future results expressed or implied by such forward-looking
statements. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus supplement.
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DESCRIPTION OF THE NOTES
Title: 8.00% Notes due December 15, 2010
Total principal amount being issued: $10,000,000
Due date for principal: December 15, 2010
Interest rate: 8.00% per annum
Date interest starts accruing: December 15, 2000
Interest due dates: Every June 15 and December 15
First interest due date: June 15, 2001
Regular record dates for interest: June 1 for June interest;
December 1 for December
interest
Form of Notes: The notes will be issued as one or more global securities, and
may only be withdrawn from the depositary in the limited situations described
under "Description of the Notes--Denomination, Registration, Transfer and
Book-Entry Procedures--Exchanges of Book-Entry Notes for Certificated Notes" in
the accompanying prospectus on page 12.
Name of Depositary: The Depository Trust Company ("DTC"). See the information
under "Description of the Notes--Denomination, Registration, Transfer and Book-
Entry Procedures" in the accompanying prospectus for more information about
DTC's procedures.
Trading in DTC: Indirect holders trading their beneficial interests in the
global securities through DTC must trade in DTC's same-day funds settlement
system and pay in immediately available funds.
Redemption: We are not permitted to repay the notes early and you have no right
to require us to call the notes.
Sinking Fund: There is no sinking fund.
Defeasance: We may defease the notes, or certain covenants of the notes, as
described under "Description of the Notes--Defeasance" beginning on page 21 of
the accompanying prospectus.
Certain Covenants: The notes contain various covenants, including the following
limitations on our ability to incur debt. For additional information on these
covenants, including definitions of the capitalized terms in this summary, see
"Description of the Notes--Covenants--Limitation on Indebtedness" beginning on
page 14 and "--Certain Definitions" beginning on page 17, each in the
accompanying prospectus.
o Neither Regency Centers nor any subsidiary will incur any
Indebtedness if, immediately after giving effect to the
incurrence of the additional Indebtedness and the application
of the proceeds of such Indebtedness, the aggregate principal
amount of all outstanding Indebtedness of Regency Centers and
its subsidiaries on a consolidated basis determined in
accordance with GAAP is greater than 60% of the sum of,
without duplication:
(A) Total Assets as of the end of the most recent
calendar quarter and
(B) The purchase price of any real estate assets or
mortgages receivable acquired and the amount of any
securities offering proceeds received (to the extent
that the proceeds were not used to acquire real
estate assets or
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mortgages receivable or used to reduce Indebtedness)
by Regency Centers or any subsidiary since the end of
the most recent calendar quarter, including proceeds
obtained in connection with the incurrence of the
additional Indebtedness.
o Neither Regency Centers nor any subsidiary will incur any
Indebtedness secured by any encumbrance on the property of
Regency Centers or any subsidiary if, immediately after giving
effect to the incurrence of the additional Indebtedness and
the application of the proceeds from such Indebtedness, the
aggregate amount of all outstanding Indebtedness of Regency
Centers and its subsidiaries on a consolidated basis which is
secured by an encumbrance on property of Regency Centers or
any subsidiary is greater than 40% of the sum of:
(A) Total Assets as of the end of the most recent
calendar quarter and
(B) The purchase price of any real estate assets or
mortgages receivable acquired and the amount of any
securities offering proceeds received (to the extent
that the proceeds were not used to acquire real
estate assets or mortgages receivable or used to
reduce Indebtedness) by Regency Centers or any
subsidiary since the end of the most recent calendar
quarter, including proceeds obtained in connection
with the incurrence of the additional Indebtedness.
o Neither Regency Centers nor any subsidiary will incur any
Indebtedness if Consolidated Income Available for Debt Service
for the four consecutive fiscal quarters most recently ended
prior to the date of the incurrence of the additional
Indebtedness, on a pro forma basis, would be less than 1.5
times the Annual Service Charge on all Indebtedness
outstanding after giving effect to the incurrence of such
Indebtedness and to the application of the proceeds from such
Indebtedness, calculated on the assumptions described under
"Description of the Notes--Covenants--Limitation on
Indebtedness" beginning on page 14 of the accompanying
prospectus.
o Regency Centers and its subsidiaries must at all times own
Total Unencumbered Assets equal to at least 150% of the
aggregate outstanding principal amount of the Unsecured
Indebtedness of Regency Centers and its subsidiaries on a
consolidated basis.
The notes will also contain the other covenants described under
"Description of the Notes--Covenants" beginning on page 14 and will be subject
to the events of default described under "Description of the Notes-- Events of
Default" beginning on page 20, each in the accompanying prospectus.
S-4
This section summarizes the specific financial and legal terms of the
notes that are more generally described under "Description of the Notes"
beginning on page 10 of the accompanying prospectus. If anything described in
this section is inconsistent with the terms described under "Description of the
Notes" in the accompanying prospectus, you should consider the terms here to be
the ones that prevail.
UNDERWRITING
Regency Centers, Regency Realty Corporation and First Union Securities,
Inc. ("First Union") have entered into an underwriting agreement and a pricing
agreement with respect to the notes. Subject to certain conditions, First Union
has agreed to purchase all of the notes.
Notes sold by First Union to the public will initially be offered at
the initial public offering price set forth on the cover page of this prospectus
supplement. Any notes sold by First Union to securities dealers may be sold at a
discount from the initial public offering price. Any such securities dealers may
resell any notes purchased from First Union to certain other brokers or dealers
at a discount from the initial public offering price. If all the notes are not
sold at the initial public offering price, First Union may change the offering
price and the other selling terms.
The notes are a new issue of securities with no established trading
market. Regency Centers has been advised by First Union that First Union intends
to make a market in the notes but is not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the notes.
In connection with the offering, First Union may purchase and sell the
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by First Union of a greater aggregate
principal amount of notes than it is required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the notes
while the offering is in progress.
These activities by First Union may stabilize, maintain or otherwise
affect the market price of the notes. As a result, the price of the notes may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by First Union at any time.
These transactions may be effected in the over-the-counter market or otherwise.
Regency Centers estimates that its share of the total expenses of the
offering, excluding underwriting discounts and commissions, will be
approximately $15,000.
Regency Centers and Regency Realty Corporation have agreed to indemnify
First Union against certain liabilities, including liabilities under the
Securities Act of 1933.
In the ordinary course of their respective businesses, First Union and
its affiliates have engaged, and may in the future engage, in investment
banking, commercial banking and/or corporate trust transactions with Regency
Centers and its affiliates.
VALIDITY OF NOTES
The validity of the notes offered hereby and the guarantee will be
passed upon for Regency Centers and Regency Realty by Foley & Lardner,
Jacksonville, Florida. The validity of the notes offered hereby and the
guarantee will be passed upon for First Union by Sullivan & Cromwell, New York,
New York.
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No dealer, salesperson or other person is
authorized to give any information or to
represent anything not contained in this
prospectus. You must not rely on any
unauthorized information or representations.
This prospectus is an offer to sell only the
notes offered hereby, but only under $10,000,000
circumstances and in jurisdictions where it is
lawful to do so. The information contained in
this prospectus is current only as of its date.
_________________ Regency Centers, L.P.
8.00% Notes due December 15, 2010
Guaranteed as to the Payment
of Principal and Interest by
TABLE OF CONTENTS
Prospectus Supplement Regency Realty
Corporation
Page
----
Regency Centers and Regency Realty.................S-2
Use of Proceeds....................................S-2
Consolidated Ratios of Earnings to Fixed Charges...S-2 ___________________
Disclosure Regarding Forward-Looking Statements....S-2
Description of the Notes...........................S-3
Underwriting.......................................S-5 [REGENCY LOGO]
Validity of Notes..................................S-5 ___________________
Prospectus
Prospectus Summary..................................1
Where You Can Find More Information.................1
Risk Factors........................................2
Use of Proceeds.....................................6
Consolidated Ratios of Earnings to Fixed
Charges..........................................6
Regency Realty and the Issuer.......................7
The Guarantor.......................................9
Description of the Notes...........................10
Plan of Distribution...............................24 First Union Securities, Inc.
Federal Income Tax Considerations..................25
ERISA Considerations...............................29
Legal Matters......................................29
Experts............................................29
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