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SECURITIES AND EXCHANGE COMMISSION
UNITED STATES
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 11, 2004
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REGENCY CENTERS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 0-24763 59-3429602
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 West Forsyth Street, Suite 200 32202
Jacksonville, Florida -----
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904)-598-7000
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230 .425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 Amendments to Articles of Incorporation or Bylaws;
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Change in Fiscal Year
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On November 11, 2004, we entered into an amendment to our Fourth
Amended and Restated Agreement of Limited Partnership with the holders of our
Series D cumulative preferred units. The board of directors of our general
partner, Regency Centers Corporation, approved the amendment on October 27,
2004. The approval of limited partners other than the holders of the Series D
preferred units was not required.
Prior to the amendment, we had the right, at our election, to redeem
the Series D preferred units beginning on September 29, 2004. Rather than
exercising our right to redeem the units, we agreed with the holders of the
units to amend our partnership agreement to:
(1) lower the annual distribution rate on the units from 9.125% to
7.45%, beginning on the effective date of the amendment;
(2) Defer the date on which the units first become exchangeable into
shares of Series D preferred stock of our general partner from September 29,
2009 to January 1, 2014;
(3) Provide that if the exchange of Series D preferred units for Series
D preferred stock of our general partner would violate a REIT ownership limit in
our general partner's articles of incorporation, our general partner may elect
either to (i) require the holder to sell the units to a third party, or (ii)
redeem the units, in either case for $100 per unit, plus any accrued but unpaid
dividends;
(4) Defer the date on which we can first redeem the units at our
election from September 29, 2004 to September 29, 2009; and
(5) Grant additional voting rights to the holders of the Series D
preferred stock described below.
The amendment provides that our general partner must solicit the vote
of 2/3 of the outstanding Series D preferred units if:
(i) our general partner elects to consummate a transaction or series of
transactions that would result in a change of control (as defined in the
amendment) of us or our general partner unless immediately after the transaction
a nationally recognized statistical rating organization affirms or, if our
general partner is not the surviving corporation in the transaction, upgrades
its rating of our general partner's securities or gives a comparable or upgraded
rating to the securities of the surviving entity;
(ii) our general partner elects to consummate a transaction or series
of transactions that would result in its common stock ceasing to be listed on
the New York Stock Exchange, the American Stock Exchange or the Nasdaq National
Market; or
(iii) our general partner elects to cease to qualify as a real estate
investment trust under the Internal Revenue Code.
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If at least 2/3 of the outstanding Series D preferred units fail to
approve the taking of any such action, then we must redeem all the Series D
preferred units immediately after the action at a redemption price equal to the
capital account balance of the Series D preferred units, or, if greater, $100
per share plus any accrued but unpaid distributions.
Simultaneously with our adoption of this amendment, our general partner
entered into a similar amendment amending the dividend and voting provisions of
the Series D preferred stock that will be issuable upon exchange of the Series D
preferred units.
A full copy of the amendment to the partnership agreement is attached
as exhibit 3.2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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C. Exhibits:
3.1 Fourth Amended and Restated Agreement of Limited Partnership, as
amended.
3.2 Amendment to Fourth Amended and Restated Agreement of Limited
Partnership dated as of November 11, 2004.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGENCY CENTERS, L.P.
(registrant)
By: Regency Centers Corporation,
Its General Partner
November 16, 2004 By: /s/ J. Christian Leavitt
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J. Christian Leavitt, Senior Vice
President, Finance and
Principal Accounting Officer
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