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) June 6, 1997
REGENCY REALTY CORPORATION
(Exact name of registrant as specified in its charter)
Florida 1-12298 59-3191743
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904)-356-7000
Not Applicable
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OF ASSETS
On May 30, 1997, Regency Retail Centers of Ohio, Inc. ("RRC Ohio"), a
wholly-owned subsidiary of Regency Realty Corporation (the "Company") entered
into a purchase agreement with The Community Center Fund III LP, a Delaware
limited partnership ("Community") and Midland Hyde Park Partners, LP, a Missouri
limited partnership ("MHPP"). Community and MHPP owned a sixty-five percent
(65%) and thirty-five percent (35%) interest in Hyde Park Partners, an Ohio
general partnership ("Hyde Park"), respectively. Hyde Park owns Hyde Park Plaza,
a 374,537 square foot neighborhood shopping center located in Cincinnati, Ohio.
The shopping center, built in 1962 and redeveloped in 1995, is anchored by a
69,000 square foot Kroger grocery store, a 12,558 square foot Barnes & Noble
Bookstore, a 16,000 square foot The Gap, a 16,000 square foot Walgreens and a
69,592 square foot Thriftway grocery store, and is currently 97.3% leased.
On June 6, 1997, RRC Ohio acquired all of the interest of Community in Hyde Park
for $15,597,978 in cash. RRC Ohio and MHPP then converted Hyde Park into an Ohio
limited partnership, and RRC Ohio acquired substantially all of the interest of
MHPP in Hyde Park for $763,889 in cash. General and Limited Partnership Units in
the Limited Partnership valued at $176,859 were then issued to MHPP in exchange
for its remaining interest in the General Partnership. Additionally, the limited
partnership assumed an existing mortgage loan with Principal Mutual Life
Insurance Company for $24,750,000. The limited partner receives preferred
distributions for each Partnership Unit owned equal to the dividend declared per
share of common stock of the Company. Operating income in excess of the
preferred distribution is paid to the Company in the form of interest on an
inter-company loan and general partner distributions.
The factors considered by the Company in determining the price to be paid for
the shopping center included its historical and expected cash flow, nature of
the tenancies and terms of the leases in place, occupancy rates, opportunities
for alternative and new tenancies, current operating costs, physical condition
and location, and the anticipated impact on the Company's financial results. The
Company took into consideration capitalization rates at which it believes other
shopping centers have recently sold, but determined the purchase price on the
factors discussed above. No separate independent appraisals were obtained for
the property acquired.
ITEM 5 OTHER EVENTS
The Company, through its wholly-owned subsidiaries (together the "Company")
acquired five shopping centers (the "Acquisition Properties") during the months
of March and April, 1997. The individual purchase price of these acquisitions,
as provided below, did not individually exceed 10% of the Company's total
assets. The acquisitions were made pursuant to separate purchase agreements, the
sellers of which are unrelated to the Company. All of the properties currently
operate as neighborhood retail shopping centers, and will continue as such. The
purchase price of each shopping center was funded from the Company's revolving
line of credit with Wells Fargo Realty Advisors Funding, Inc.
The factors considered by the Company in determining the price to be paid for
the shopping centers included historical and expected cash flow, nature of the
tenancies and terms of the leases in place, occupancy rates, opportunities for
alternative and new tenancies, current operating costs, physical condition and
location, and the anticipated impact on the Company's financial results. The
Company took into consideration capitalization rates at which it believes other
shopping centers have recently sold, but determined the purchase price on the
factors discussed above. No separate independent appraisals were obtained for
the Acquisition Properties.
The following summarizes the Acquisition Properties:
Estimated
Property Completion Acquisition Occupancy at
Name Costs Date GLA City/State Acquisition
Oakley Plaza $ 8,201,000 3-14-97 118,727 Asheville, N.C. 100%
Mariner's Village $ 7,607,350 3-25-97 117,665 Orlando, FL 95.8%
Carmel Commons $ 11,801,150 3-28-97 132,647 Charlotte, N.C. 97.1%
Mainstreet Square $ 5,855,234 4-15-97 107,159 Orlando, FL 88.8%
East Port Plaza $ 14,907,688 4-25-97 235,842 Port St. Lucie,FL 96.3%
=========== ========
Total $48,372,422 712,040
=========== ========
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
A. & B. Financial Statements and Pro Forma Financial Information
Audited Financial Statements of the Acquisition Properties are currently
unavailable; however, they will be filed as soon as they are available. Audited
Financial Statements of Hyde Park Plaza are currently unavailable; however, they
will be filed together with the Pro Forma Financial Statements of the Company as
soon as they are available, but in no event beyond 60 days of the required
filing date of this report.
C. Exhibits:
10. Material Contracts
(a) Purchase and Sale Agreement dated May 30, 1997, between Regency
Centers of Ohio, Inc., an Ohio corporation, as purchaser, and The
Community Center Fund III LP, a Delaware limited partnership and
Midland Hyde Park Partners, LP, a Missouri limited partnership,
as sellers, relating to the acquisition of Hyde Park Plaza.
* (b) Purchase and Sale Agreement dated February 6, 1997, between
RRC Acquisitions, Inc., a wholly-owned subsidiary of the Company
as purchaser and Wake Capital Partnership as seller relating to
the acquisition of Oakley Plaza Shopping Center.
* (c) Purchase and Sale Agreement dated November 26, 1996, between
RRC Acquisitions, Inc., a wholly-owned subsidiary of the Company
as purchaser and Boyle Investment Company as seller relating to
the acquisition of Mariner's Village Shopping Center.
* (d) Purchase and Sale Agreement dated February 6, 1997, between
RRC Acquisitions, Inc., a wholly-owned subsidiary of the Company
as purchaser and Charlotte Capital Partnership as seller relating
to the acquisition of Carmel Commons Shopping Center.
* (e) Purchase and Sale Agreement dated March 17, 1997, between RRC
Acquisitions, Inc., a wholly-owned subsidiary of the Company as
purchaser and PDI Orlando III, Limited Partnership as seller
relating to the acquisition of Mainstreet Square Shopping Center.
* (f) Purchase and Sale Agreement dated March 17, 1997, between RRC
Acquisitions, Inc., a wholly-owned subsidiary of the Company as
purchaser and PDI St. Lucie I Limited Partnership as seller
relating to the acquisition of East Port Plaza Shopping Center.
- --------------------------------
* Incorporated by reference to Form 10-Q filed May 15, 1997.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REGENCY REALTY CORPORATION
(registrant)
June 20, 1997 By:/s/J. Christian Leavitt
--------------------------
J. Christian Leavitt
Vice President and Treasurer