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) February 28, 1999
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
Florida 0-24763 59-3429602
(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
Regency Centers, L.P. (the "Partnership") is the primary entity through which
Regency Realty Corporation ("Regency") owns its properties and through which
Regency intends to expand its ownership and operation of retail shopping
centers. At December 31, 1998, Regency owned approximately 96% of the
outstanding units of the Partnership.
Regency completed its merger with Pacific Retail Trust, a Dallas-based private
real estate company that is a leading neighborhood shopping center company in
the western United States. The merger was approved Friday, February 26, 1999 by
shareholders of both companies at special shareholder meetings and was effective
February 28, 1999.
Of the 25.5 million Regency shares authorized to vote, 84.1% was represented at
the special shareholder meeting either in person or by proxy. Of the shares
represented, 98.6% voted in favor of the merger. Of the 67.2 million Pacific
Retail shares authorized to vote, 97.0% was represented at the special
shareholder meeting either in person or by proxy. Of the shares represented,
97.3% voted in favor of the merger.
The merged company will operate under the Regency name and will continue to
trade on the New York Stock Exchange under the ticker symbol "REG". With the
completion of the merger, Regency owns 200 retail properties totaling more than
23 million square feet located in high-growth markets throughout the United
States.
Information concerning the merger, including the assets acquired and the merger
consideration, has been previously reported in Regency's definitive Proxy
Statement and Prospectus dated January 28, 1999.
Following the merger, Regency contributed to the Partnership substantially all
of the assets it acquired from Pacific Retail Trust in the merger, including (1)
title to all of the properties acquired, and (2) all of the outstanding
non-voting common stock of PRT Development Corporation, Pacific Retail Trust's
non-qualified REIT subsidiary, in exchange for Class B Partnership units.
In the merger, Regency became the general partner of Retail Properties Partners
Limited Partnership, which continues to own 8 properties that it owned prior to
the merger.
Regency and the Partnership intend to continue to use the assets acquired on the
merger in the same manner and to conduct the same type of business as Pacific
Retail Trust did prior to the merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
A. The financial statements of Pacific Retail Trust and the pro forma financial
statements of Regency Centers, L.P. were filed as a part of Amendment No. 2 to
Form S-4 of Regency Centers, L.P. dated January 11, 1999 and are incorporated by
reference. The following Index to Financial Statements represents a complete
list and location of the financial statements included in the Form S-4 filing.
REGENCY CENTERS, L.P.:
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Pro Forma Condensed Consolidated Balance Sheet as of
September 30,
1998.........................................................P-3
Notes to Pro Forma Condensed Consolidated Balance Sheet......P-4
Pro Forma Condensed Consolidated
Statements of Operations for the nine
months ended September 30, 1998 and the year ended
December 31, 1997............................................P-6
Notes to Pro Forma Consolidated Statements of Operations.....P-7
PACIFIC RETAIL TRUST:
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Pro Forma Condensed Consolidated Balance Sheet as of
September 30,
1998........................................................P-15
Pro Forma Condensed Consolidated Statements of Operations...P-16
for the nine months ended September 30, 1998
Pro Forma Condensed Consolidated Statements of Operations
for the year ended December 31, 1997........................P-17
Notes to Pro Forma Condensed Consolidated
Statements of Operations....................................P-18
PACIFIC RETAIL TRUST:
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Accountants.................................F-34
Consolidated Balance Sheets as of December 31, 1997 and 1996......F-35
Consolidated Statements of Operations for the years ended
December 31, 1997 and 1996........................................F-36
Consolidated Statements of Changes in Shareholders'
Equity for the years ended December 31, 1997 and 1996.............F-37
Consolidated Statements of Cash Flows for the years ended
December 31, 1997 and 1996.......................................F-38
Notes to Consolidated Financial Statements........................F-39
Report of Independent Accountants.................................F-51
Balance Sheet as of December 31, 1995.............................F-52
Statement of Operations for the period from April 27, 1995
(Inception) to December 31, 1995..................................F-53
Statement of Shareholders' Equity for the period
from April 27, 1995 (Inception) to December 31, 1995..............F-54
Statement of Cash Flows for the period
from April 27, 1995 (Inception) to December 31,
1995..............................................................F-55
Notes to Financial Statements ....................................F-56
Consolidated Balance Sheet as of
September 30, 1998 (Unaudited) F-64
Consolidated Statements of Operations for the
nine months ended September 30, 1998
and 1997 (Unaudited) ....................... F-65
Consolidated Statement of Changes in Shareholders'
Equity for the nine months ended
September 30, 1998 (Unaudited)............................... F-66
Consolidated Statements of Cash Flows for
the nine months ended September 30, 1998
and 1997 (Unaudited)......................................... F-67
Notes to Consolidated Financial Statements.................... F-68
Schedule III - Real Estate and Accumulated Depreciation
as of December 31, 1997...................................... S-1
C. Exhibits:
2. Agreement and Plan of Merger between Regency Realty
Corporation and Pacific Retail Trust dated as of September 23,
1998 (incorporated by reference from Annex A to Regency Realty
Corporation's definitive Proxy Statement and Prospectus dated
January 28, 1999).
Exhibits to the Agreement and Plan of Merger are incorporated
by reference to Annexes D, E and F to the above-referenced
Proxy Statement and Prospectus. The following schedules have
been omitted (the Registrant agrees to furnish copies
supplementally to the Securities and Exchange Commission upon
request):
Regency Realty Corporation ("East") Disclosure Schedules:
3.2(a) and (b)
(i) Commitments to Issue Securities of East or
East Operating Partnership
(ii) East Voting Agreement
(iii) East Redemption Obligations
(iv) East Registration Rights Agreements
3.2(c) Stock Ownership of East Subsidiaries
3.2(d) Commitments to Issue Securities of East Subsidiaries
3.3(b) East Required Consents
3.5 East Material Adverse Changes
3.7 East Tax Matters
3.9 East Litigation
3.11 East Properties
3.26 Knowledge
5.1(d) East Acquisitions, Dispositions, or Financings
7.1(i) Mandatory Required Consents
Pacific Retail Trust ("West") Disclosure Schedule
23. Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
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 CENTERS, L.P.
(registrant)
By: Regency Realty Corporation,
Its General Partner
March 10, 1999 By: /s/ J. Christian Leavitt
-----------------------------------
J. Christian Leavitt
Senior Vice President
004.134838.2
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Current Report on
Form 8-K of Regency Centers, L.P. of our reports dated January 23, 1998 and
dated February 9, 1996 included in the Regency Centers, L.P. registration
statement on Form S-4 (No. 333-63723) dated January 11, 1999 relating to the
financial statements of Pacific Retail Trust for the years ended December 31,
1997 and 1996 and for the period from April 27, 1995 (Inception) to December 31,
1995 listed in the accompanying index. We also consent to the application of our
report dated January 23, 1998 to the Financial Statement Schedule for the year
ended December 31, 1997 listed in the accompanying index when such schedule is
read in conjunction with the financial statements referred to in our report. The
audits referred to in such report also included this schedule.
PricewaterhouseCoopers LLP
Dallas, Texas
January 11, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-4 (No. 333-63723) and
Form S-3 (No. 333-72899) of Regency Centers, L.P. of our reports dated January
23, 1998 relating to the financial statements of Pacific Retail Trust for the
years ended December 31, 1997 and 1996 and dated February 9, 1996 relating to
the financial statements of Pacific Retail Trust for the period from April 27,
1995 (Inception) to December 31, 1995 which are incorporated by reference in the
Current Report on Form 8-K of Regency Centers, L.P. dated February 28,
1999.
PricewaterhouseCoopers LLP
Dallas, Texas
March 10, 1999