EXHIBIT 99.1(a)
VOTING SECURITIES
The record of shareholders entitled to vote was taken at the close of business
on April 8, 1998. At such date, the Company had outstanding and entitled to
vote 24,865,205 shares of Common Stock, $.01 par value. Each share of Common
Stock entitles the holder to one vote. Holders of a majority of the outstanding
Common Stock must be present in person or represented by proxy to constitute a
quorum at the annual meeting.
The Company is a Florida corporation the principal shareholders of which
consist of members of the Stein family, who founded the Company, and the
Company's major investor, Security Capital U.S. Realty ("SC-USREALTY"). The
following table shows certain information relating to the beneficial ownership
as of April 8, 1998 of (i) each person known to the Company to be the beneficial
owner of more than 5% of the Company's Common Stock, which is the only
outstanding class of voting securities of the Company, (ii) each Director and
nominee, (iii) each of the named executive officers shown in the Summary
Compensation Table elsewhere in this proxy statement, and (iv) all Directors and
executive officers as a group. Except as otherwise indicated, the shareholders
listed exercise sole voting and dispositive power over the shares.
PERCENT
AMOUNT AND NATURE OF OF VOTING
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP SECURITIES(2)
------------------- --------------------- -------------
Security Capital U.S. Realty(3) 11,284,439 45.4%
(SC-USREALTY)
LaSalle Advisors Limited 1,804,730 7.3%
Partnership(4)
Joan W. Stein(5) 589,090(6)(7) )
)
Martin E. Stein, Jr.(5) 762,783(6)(8)(9) ) 3.1%(10)
)
Richard W. Stein(11) 578,627(6)(12) )
Edward L. Baker 14,672(13) *
Raymond L. Bank 1,611(13) *
A.R. Carpenter 12,928(13) *
J. Dix Druce, Jr. 30,919(13) *
Albert Ernest, Jr. 13,696(13) *
Douglas S. Luke 14,504(13) *
J. Alexander Branch III 257,389(13)(14) 1.0%
PERCENT
AMOUNT AND NATURE OF OF VOTING
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP SECURITIES(2)
------------------- --------------------- -------------
Mary Lou Rogers 833 *
Jonathan L. Smith 686 *
Lee S. Wielansky 45,459(16) *
Bruce M. Johnson 93,217(9)(17) *
Robert C. Gillander, Jr. 89,080(17) *
James D. Thompson 79,504(17) *
All Directors, nominees for Director and 1,433,708(14)(18) 5.7%
executive officers as a group (a total of
16 persons)
________________________
* Less than one percent.
(1) Information presented in this table and related notes has been obtained
from the beneficial owner and from reports filed by the beneficial owner
with the Securities and Exchange Commission pursuant to Section 13 of the
Securities Act of 1934.
(2) The percentages shown on the above table do not take into account the
shares of Common Stock issuable upon conversion of the Company's Class B
Non-Voting Stock (the "Class B Stock"). The Company has outstanding a total
of 2,500,000 shares of Class B Stock held by a single institutional
investor which are convertible into Common Stock at the holder's option
beginning December 20, 1998, subject to certain numerical limitations,
including a requirement that conversion not result in the holder being the
beneficial owner of more than 4.9% of the Company's outstanding Common
Stock. The Class B Stock will be immediately convertible into Common Stock
in full upon the occurrence of certain extraordinary events or defaults,
including certain changes in management. A total of 2,975,468 shares of
Common Stock are issuable upon conversion of the Class B Stock. Based on
the number of shares of Common Stock outstanding on the record date for the
annual meeting (and assuming no other changes), the 2,975,468 shares of
Common Stock issuable upon conversion of the Class B Stock would constitute
approximately 10.7% of the Common Stock outstanding immediately following
conversion.
(3) The business address of Security Capital U.S. Realty is 69, route d'Esch,
L-1470 Luxembourg.
(4) The business address of LaSalle Advisors Limited Partnership is 11 South
LaSalle Street, Chicago, Illinois 60603.
(5) The business address of Joan W. Stein and Martin E. Stein, Jr. is 121 West
Forsyth Street, Suite 200, Jacksonville, Florida 32202.
(6) Includes 160,263 shares held through The Regency Group, Inc. The named
individual is deemed to have shared voting and investment power over these
shares by virtue of testamentary trusts and a voting trust of which the
Steins and John D. Baker, II are trustees, which trusts own 100% of the
voting stock of The Regency Group, Inc. Also includes: 307,147 shares and
108,235 shares owned through two family partnerships, The Regency Group II
and Regency Square II, respectively. The general partners of The Regency
Group II and Regency Square II are the Steins and a testamentary trust of
which the Steins and Mr. Baker are trustees.
(7) Also includes 13,445 shares owned individually by Joan W. Stein.
(8) Also includes 187,138 shares owned by Martin E. Stein, Jr. and 34,444
shares subject to presently exercisable options.
(9) Excludes 46,691 shares held by the Company's 401(k) plan, of which Messrs.
Martin E. Stein, Jr. and Johnson are trustees. The trustees have shared
voting power over these shares.
(10) The 762,783 shares over which Martin E. Stein, Jr. has sole or shared
voting and investment power as described in notes (6) and (8) represent, in
the aggregate, 3.1% of the outstanding voting securities of the Company.
Percentages are omitted for the other members of the Stein family to avoid
double counting.
(11) The business address of Richard W. Stein is 76 S. Laura Street, Suite 1400,
Jacksonville, Florida 32201.
(12) Also includes 2,982 shares owned individually by Richard W. Stein.
(13) Includes the following shares covered by presently exercisable options:
Mr. Baker, 5,000 shares; Mr. Branch, 2,000 shares; Mr. Carpenter, 5,000
shares; Mr. Druce, 5,000 shares; Mr. Ernest, 5,000 shares; and Mr. Luke,
5,000 shares.
(14) Includes 122,506 shares issuable upon redemption of limited partnership
units held by Mr. Branch and 2,568 shares issuable upon redemption of
limited partnership units held by Mr. Branch's wife as trustee for the
benefit of their children.
(15) Nominee for Director.
(16) Represents units of limited partnership interest in Regency Centers, L.P.
which may be redeemed at any time for a like number of shares of the
Company's Common Stock.
(17) Includes the following shares covered by presently exercisable options: Mr.
Johnson, 11,802 shares; Mr. Gillander, 11,802 shares; and Mr. Thompson,
10,143 shares.
(18) Includes 95,191 shares subject to presently exercisable options.