EXHIBIT 99.1
LETTER OF TRANSMITTAL
REGENCY CENTERS, L.P.
OFFER TO EXCHANGE ITS
7 1/8% NOTES DUE JULY 15, 2005
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
7 1/8% NOTES DUE JULY 15, 2005
PURSUANT TO THE PROSPECTUS
DATED _______, 1998
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1999, UNLESS THE OFFER IS EXTENDED.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
FIRST UNION NATIONAL BANK
BY MAIL/OVERNIGHT DELIVERY/HAND DELIVERY:
FIRST UNION NATIONAL BANK (3C3)
1525 WEST W. T. HARRIS BLVD.
CHARLOTTE, NORTH CAROLINA 28262
ATTN: CORPORATE ACTIONS
TO CONFIRM BY TELEPHONE OR FOR INFORMATION REGARDING
THE PROCEDURES FOR TENDERING OLD NOTES:
(704) 590-7413
MARCIA RICE
FACSIMILE TRANSMISSIONS:
(704) 590-7628
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Old Notes (as
defined below) either (a) if Old Notes are to be forwarded herewith or (b) if
tenders of Old Notes are to be made by book-entry transfer to an account
maintained by First Union National Bank (the "Exchange Agent") at The
Depository Trust Company ("DTC") pursuant to the procedures set forth in "The
Exchange Offer--Procedures for Tendering Old Notes" in the Prospectus and an
Agent's Message (as defined below) is not delivered. Certificates, as well as
this Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth above on or prior to the Expiration Date. Tenders by
book-entry transfer may also be made by delivering an Agent's Message in lieu
of this Letter of Transmittal on or prior to the Expiration Date. The term
"book-entry confirmation" means a confirmation of a book-entry transfer of Old
Notes into the Exchange Agent's account at DTC. The term "Agent's Message"
means a message, transmitted by DTC to and received by the Exchange Agent and
forming a part of a book-entry confirmation, which states that DTC has
received an express acknowledgement from the tendering participant, which
acknowledgement states that such participant has received and agrees to be
bound by this Letter of Transmittal and that the Partnership and Regency may
enforce this Letter of Transmittal against such participant.
DELIVERY OF DOCUMENTS TO DTC
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURE MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX
DESCRIPTION OF OLD NOTES TENDERED
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PRINCIPAL AMOUNT
OF OLD NOTES NUMBER OF
OLD NOTES TENDERED BENEFICIAL
PLEASE PRINT NAME AND TENDERED (IF PRINCIPAL HOLDERS
ADDRESS OF REGISTERED (ATTACH AMOUNT OF FOR WHOM
HOLDER ADDITIONAL LIST OLD NOTES LESS OLD NOTES
(PLEASE COMPLETE IF BLANK) CERTIFICATE NUMBER(S)* IF NECESSARY) THAN ALL)** ARE HELD
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TOTAL AMOUNT TENDERED:
* Need not be completed by book-entry holders.
** All Old Notes held shall be deemed tendered unless a lesser number is
specified in this column.
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution __________________________________________________
DTC Account Number _____________________________________________________________
Transaction Code Number ________________________________________________________
[_] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF
THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: __________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________
City State Zip Code
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Ladies and Gentlemen:
The undersigned hereby tenders to Regency Centers, L.P., a Delaware limited
partnership (the "Partnership"), and Regency Realty Corporation, a Florida
corporation ("Regency"), the above described aggregate principal amount of the
Partnership's 7 1/8% Notes due July 15, 2005 (the "Old Notes") in exchange for
a like aggregate principal amount of the Partnership's 7 1/8% Notes due July
15, 2005 (the "New Notes") which have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), upon the terms and subject to the
conditions set forth in the Prospectus dated , 1998 (as the same may
be amended or supplemented from time to time, the "Prospectus"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which,
together with the Prospectus, constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Partnership all right, title and interest in and to such Old Notes as are
being tendered herewith. The undersigned hereby irrevocable constitutes and
appoints the Exchange Agent as its agent and attorney-in-fact (with full
knowledge that the Exchange Agent is also acting as agent of Regency and the
Partnership in connection with the Exchange Offer) with respect to the
tendered Old Notes, with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), subject
only to the right of withdrawal described in the Prospectus, to (i) deliver
Certificates for Old Notes to the Partnership together with all accompanying
evidences of transfer and authenticity to, or upon the order of, the
Partnership, upon receipt by the Exchange Agent, as the undersigned's agent,
of the New Notes to be issued in exchange for such Old Notes or to effectuate
such transfer using the book-entry transfer procedure described in the
Prospectus, (ii) present Certificates for such Old Notes for transfer or
evidence of book-entry transfer of such Old Notes and to transfer the Old
Notes on the books of the Partnership, and (iii) receive for the account of
the Partnership all benefits and otherwise exercise all rights of beneficial
ownership of such Old Notes, all in accordance with the terms and conditions
of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL
POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE
PARTNERSHIP WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE
AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE
OLD NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES.
THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL
DOCUMENTS DEEMED BY REGENCY, THE PARTNERSHIP OR THE EXCHANGE AGENT TO BE
NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF
THE OLD NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS
OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ
AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Old Notes. The
Certificate number(s) and the Old Notes that the undersigned wishes to tender
should be indicated in the appropriate boxes above.
If any tendered Old Notes are not exchanged pursuant to the Exchange Offer
for any reason, or if the Certificates are submitted for more Old Notes than
are tendered or accepted for exchange, Certificates for such nonexchanged or
nontendered Old Notes will be returned (or, in the case of Old Notes tendered
by book-entry transfer, such Old Notes will be credited to an account
maintained at DTC), without expense to the tendering holder, promptly
following the expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Old Notes pursuant to any one of
the procedures described in "The Exchange Offer--Procedures for Tendering Old
Notes" in the Prospectus and in the instructions hereto
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will, upon Regency's and the Partnership's acceptance for exchange of such
tendered Old Notes, constitute a binding agreement between the undersigned,
Regency and the Partnership upon the terms and subject to the conditions of
the Exchange Offer. The undersigned recognizes that, under certain
circumstances set forth in the Prospectus, Regency and the Partnership may not
be required to accept for exchange any of the Old Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Notes, that such New Notes be credited to the account
indicated above maintained at DTC. If applicable, substitute Certificates
representing Old Notes not tendered or not accepted for exchange will be
issued to the undersigned or, in the case of a book-entry transfer of Old
Notes, will be credited to the account indicated above maintained at DTC.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please deliver New Notes to the undersigned at the address shown below the
undersigned's signature.
The undersigned is aware that any security holder using the Exchange Offer
to participate in a distribution of New Notes (1) cannot rely on the position
of the staff of the Division of Corporation Finance of the Securities and
Exchange Commission enunciated in Exxon Capital Holdings Corporation
(available May 13, 1998) and similar interpretive letters and (2) must comply
with the registration and prospectus delivery requirements of the Securities
Act in connection with a secondary resale of the New Notes.
ACCORDINGLY, BY TENDERING OLD NOTES AND EXECUTING THIS LETTER OF
TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) NEITHER THE
UNDERSIGNED NOR ANY BENEFICIAL OWNER IS AN "AFFILIATE" OF REGENCY OR THE
PARTNERSHIP, (II) ANY NEW NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING
ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS OR THE BUSINESS OF ANY
BENEFICIAL OWNER, (III) THE UNDERSIGNED AND EACH BENEFICIAL OWNER HAVE NO
ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF NEW NOTES TO BE RECEIVED IN THE
EXCHANGE OFFER, AND (IV) IF THE UNDERSIGNED OR ANY BENEFICIAL OWNER IS NOT A
BROKER-DEALER, THE UNDERSIGNED AND ANY SUCH BENEFICIAL OWNER IS NOT ENGAGED
IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF
THE SECURITIES ACT) OF SUCH NEW NOTES. BY TENDERING OLD NOTES PURSUANT TO THE
EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, A HOLDER OF OLD NOTES
WHICH IS A BROKER-DEALER REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN
INTERPRETIVE LETTERS ISSUED BY THE STAFF OF THE DIVISION OF CORPORATION
FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION TO THIRD PARTIES, THAT (A)
SUCH OLD NOTES HELD BY THE BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B)
SUCH OLD NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, IT WILL
DELIVER A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN
CONNECTION WITH ANY RESALE OF SUCH NEW NOTES AND IT IS AWARE THAT IT MAY BE
DEEMED A STATUTORY UNDERWRITER (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY
DELIVERING A PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT
IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
Regency and the Partnership have agreed that, subject to the provisions of
the Registration Rights Agreement and the limitations described in the
Prospectus, the Prospectus, as it may be amended or supplemented from time to
time, may be used by a Participating Broker-Dealer (as defined below) in
connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired by such Participating Broker-Dealer for its own
account as a result of market-making activities or other trading activities,
for a period ending 180 days after the Expiration Date (subject to extension
under certain limited circumstances described in the Prospectus) or, if
earlier, when all such New Notes have been disposed of by such Participating
Broker-Dealer. In that regard, each broker-dealer who acquired Old Notes for
its own account as a result of
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market-making or other trading activities (a "Participating Broker-Dealer"),
by tendering such Old Notes and executing this Letter Of Transmittal or
effecting delivery of an Agent's Message in lieu thereof, agrees that, upon
receipt of notice from Regency or the Partnership of the occurrence of any
event or the discovery of any fact which makes any statement contained or
incorporated by reference in the Prospectus untrue in any material respect or
which causes the Prospectus to omit to state a material fact necessary in
order to make the statements contained or incorporated by referenced therein,
in light of the circumstances under which they were made, not misleading or of
the occurrence of certain other events specified in the Registration Rights
Agreement, such Participating Broker-Dealer will suspend the sale of New Notes
pursuant to the Prospectus until Regency and the Partnership have amended or
supplemented the Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the
Participating Broker-Dealer or Regency or the Partnership has given notice
that the sale of the New Notes may be resumed, as the case may be.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
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HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 FOLLOWING THE
INSTRUCTIONS TO THIS LETTER OF TRANSMITTAL)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Old Notes hereby tendered or on a security position
listing, or by any person(s) authorized to become the registered holder(s)
by endorsements and documents transmitted herewith (including such
opinions of counsel, certifications and other information as may be
required by Regency, the Partnership or the Exchange Agent for the Old
Notes to comply with the restrictions on transfer applicable to the Old
Notes). If signature is by an attorney-in-fact, executor, administrator,
trustee, guardian, officer of a corporation or another acting in a
fiduciary capacity or representative capacity, please set forth the
signer's full title. See Instruction 5.
(SIGNATURE(S) OF HOLDER(S))
Date , 199
Name(s) __________________________________________________________
__________________________________________________________
(PLEASE PRINT)
Capacity (Full Title)
__________________________________________________________
Address __________________________________________________________
__________________________________________________________
__________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ____________________________________________
---------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
(AUTHORIZED SIGNATURE)
Date , 199
Name of Firm __________________________________________________________
Capacity (Full Title)
__________________________________________________________
(PLEASE PRINT)
Address __________________________________________________________
__________________________________________________________
__________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number ____________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the New Notes or any Old Notes that are not
tendered are to be issued in the name of someone other than the registered
holder of the Old Notes whose name appears above.
Issue [_] New Notes [_] Old Notes not tendered
To
Name(s) _____________________________________________________________________
Address
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
---------------------------------------------------
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if New Notes or any Old Notes that are not tendered
are to be sent to someone other than the registered holder of the Old Notes
whose name appears above, or such registered holder at an address other than
that shown above.
Issue [_] New Notes [_] Old Notes not tendered
To
Name(s) _____________________________________________________________________
Address
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
---------------------------------------------------
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES.
This Letter of Transmittal is to be completed either if (a) Certificates are
to be forwarded herewith or (b) tenders are to be made pursuant to the
procedures for tender by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering Old Notes" in the Prospectus and an Agent's
Message is not delivered. Certificates, as well as this Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, with any
required signature guarantees, a substitute Form W-9 (or facsimile thereof)
and any other documents required by this Letter of Transmittal, must be
received by the Exchange Agent at its address set forth above on or prior to
the Expiration Date; provided, however, that book-entry transfers of Old Notes
may be effected in accordance with the procedures mandated by DTC's Automated
Tender Offer Program ("ATOP"). Although delivery of Old Notes may be effected
through ATOP, this Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or an
Agent's Message in lieu of this Letter of Transmittal, and any other required
documents, must in any case be delivered to and received by the Exchange Agent
at its address set forth above on or prior to the Expiration Date.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS TO BE BY MAIL, THE USE OF REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
Neither Regency nor the Partnership will accept any alternative, conditional
or contingent tenders. Each tendering holder, by execution of a Letter of
Transmittal (or facsimile thereof) or delivery of an Agent's Message in lieu
thereof, waives any right to receive any notice of the acceptance of such
tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in DTC
whose name appears on a security position listing as the owner of the Old
Notes) of Old Notes tendered herewith, unless such holder(s) has completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" above, or
(ii) such Old Notes are tendered for the account of a firm that is an
Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE.
If the space provided in the box captioned "Description of Old Notes" is
inadequate, the Certificate number(s) and/or the principal amount of Old Notes
and any other required information should be listed on a separate signed
schedule which is attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS.
If less than all the Old Notes evidenced by any Certificate submitted are to
be tendered, fill in the principal amount of Old Notes to be tendered in the
box entitled "Principal Amount of Old Notes Tendered (if less than all)." In
such case, new Certificates for the remainder of the Old Notes that were
evidenced by your old Certificates will only be sent to the holder of the Old
Capital Security, or, in the case of book-entry transfer, will be credited to
an account maintained at DTC, promptly after the Expiration Date. All Old
Notes presented by Certificates delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated.
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Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time on or prior to the Expiration Date. In order for a withdrawal to
be effective on or prior to that time, a written, telegraphic, telex or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent at its address set forth above on or prior to the
Expiration Date. Any such notice of withdrawal must specify the name of the
person who tendered the Old Notes to be withdrawn, identify the Old Notes to
be withdrawn (including the principal amount of such Old Notes), include a
statement that such holder is withdrawing its election to have such Old Notes
exchanged and the name of the registered holder of such Old Notes, and must be
signed by the holder in the same manner as the original signature on the
Letter of Transmittal (including any required signature guarantees) or be
accompanied by evidence satisfactory to the Partnership that the Person
withdrawing the tender has succeeded to the beneficial ownership of the Old
Notes being withdrawn. If Certificates for the Old Notes have been delivered
or otherwise identified to the Exchange Agent, then prior to the physical
release of such Certificates for the Old Notes, the tendering holder must
submit the serial numbers shown on the particular Certificates for the Old
Notes to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution, except in the case of Old Notes
tendered for the account of an Eligible Institution. If Old Notes have been
tendered pursuant to the procedures for book-entry transfer set forth in "The
Exchange Offer--Procedures for Tendering Old Notes," the notice of withdrawal
must specify the name and number of the account at DTC to be credited with the
withdrawal of Old Notes, in which case a notice of withdrawal will be
effective if delivered to the Exchange Agent by written or facsimile
transmission and otherwise comply with the procedures of that facility.
Withdrawals of tenders of Old Notes may not be rescinded. Old Notes properly
withdrawn will not be deemed validly tendered for purposes of the Exchange
Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described in the Prospectus
under "The Exchange Offer--Procedures for Tendering Old Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by Regency and the
Partnership whose determination shall be final and binding on all parties.
Regency and the Partnership, any affiliates or assigns of Regency and the
Partnership, the Exchange Agent or any other person shall not be under any
duty to give any notification of any irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification.
Any Old Notes which have been tendered but which are withdrawn will be
returned to the holder thereof without cost to such holder after withdrawal
(or in the case of Old Notes tendered by book-entry transfer, such Old Notes
will be credited to an account maintained with DTC for the Old Notes) as soon
as practicable.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holders of the Old
Notes tendered hereby, the signatures must correspond exactly with the names
as written on the face of the Certificates without alteration, enlargement or
any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in any different names on several
Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing and must submit proper evidence
satisfactory to Regency and the Partnership, in their sole discretion, of such
persons' authority to so act.
When this Letter of Transmittal is signed by the registered owners of the
Old Notes listed and transmitted hereby, no endorsements of Certificates or
separate bond powers are required unless New Notes are to be issued in the
name of a person other than the registered holders. Signatures on such
Certificates or bond powers must be guaranteed by an Eligible Institution.
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If this Letter of Transmittal is signed by a person other than the
registered owners of the Old Notes listed, the Certificates must be endorsed
or accompanied by appropriate bond powers, signed exactly as the name or names
of the registered owners appear on the Certificates, and also must be
accompanied by such opinions of counsel, certifications and other information
as Regency or the Partnership may require in accordance with the restrictions
on transfer applicable to the Old Notes. Signatures on such Certificates or
bond powers must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
If New Notes are to be issued in the name of a person other than the signer
of this Letter of Transmittal, or if New Notes are to be sent to someone other
than the signer of this Letter of Transmittal or to an address other than that
shown above, the appropriate boxes on this Letter of Transmittal should be
completed. Certificates for Old Notes not exchanged will be returned by mail
or, if tendered by book-entry transfer, by crediting the account indicated
above maintained at DTC. See Instruction 4.
7. IRREGULARITIES.
Regency and the Partnership will determine, in their sole discretion, all
questions as to the form of documents, validity, eligibility (including time
of receipt) and acceptance for exchange of any tender of Old Notes, which
determination shall be final and binding on all parties. Regency and the
Partnership reserve the absolute right to reject any and all tenders
determined by either of them not to be in proper form or the acceptance of
which, or exchange for, may, in the view of counsel to Regency and the
Partnership, be unlawful. Regency and the Partnership also reserve the
absolute right, subject to applicable law, to waive any of the conditions of
the Exchange Offer set forth in the Prospectus or any conditions or
irregularity in any tender of Old Notes of any particular holder whether or
not similar conditions or irregularities are waived in the case of other
holders. Regency's and the Partnership's interpretation of the terms and
conditions of the Exchange Offer (including this Letter of Transmittal and the
instructions hereto) will be final and binding. No tender of Old Notes will be
deemed to have been validly made until all irregularities with respect to such
tender have been cured or waived. Regency, the Partnership, any affiliates or
assigns of Regency, the Partnership, the Exchange Agent, or any other person
shall not be under any duty to give notification of any irregularities in
tenders or incur any liability for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions regarding the procedures for tender or withdrawal of Old Notes may
be directed to the Exchange Agent at its address and telephone number set
forth on the front of this Letter of Transmittal.
Other questions, requests for assistance, and requests for additional copies
of the Prospectus and this Letter of Transmittal should be directed to Regency
as follows:
Regency Realty Corporation
121 Forsyth Street, Suite 200
Jacksonville, Florida 32202
Telephone: 904-356-7000
Attention:
Additional copies of the Prospectus and this Letter of Transmittal may also
be obtained from your broker, dealer, commercial bank, trust company or other
nominee.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9.
Under U.S. Federal income tax law, a holder whose tendered Old Notes are
accepted for exchange is required to provide the Exchange Agent with such
holder's correct taxpayer identification number ("TIN") on Substitute Form W-9
below. If the Exchange Agent is not provided with the correct TIN, the
Internal Revenue
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Service (the "IRS") may subject the holder or other payee to a $50 penalty. In
addition, payments to such holders or other payees with respect to Old Notes
exchanged pursuant to the Exchange Offer may be subject to 31% backup
withholding.
The box in Part 2 of the Substitute Form W-9 may be checked if the tendering
holder has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 2 is checked, the holder or
other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN
is provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-
9. If the holder furnishes the Exchange Agent with its TIN within 60 days
after the date of the Substitute Form W-9, the amounts retained during the 60
day period will be remitted to the holder and no further amounts shall be
retained or withheld from payments made to the holder thereafter. If, however,
the holder has not provided the Exchange Agent with its TIN within such 60 day
period, amounts withheld will be remitted to the IRS as backup withholding. In
addition, 31% of all payments made thereafter will be withheld and remitted to
the IRS until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Old Notes or of the last transferee appearing on the transfers attached
to, or endorsed on, the Old Notes. If the Old Notes are registered in more
than one name or are not in the name of the actual owner, the Exchange Agent
will provide upon request "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the
face thereof, to avoid possible erroneous backup withholding. A foreign person
may qualify as an exempt recipient by submitting a properly completed IRS Form
W-8, signed under penalties of perjury, attesting to that holder's exempt
status. The Exchange Agent will provide upon request "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which holders are exempt from backup withholding.
Backup withholding is not an additional U.S. Federal income tax. Rather, the
U.S. Federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
10. LOST, DESTROYED OR STOLEN CERTIFICATES.
If any Certificates representing Old Notes have been lost, destroyed or
stolen, the holder should promptly notify the Exchange Agent. The holder will
then be instructed as to the steps that must be taken in order to replace the
Certificates. This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
Certificates have been followed.
11. SECURITY TRANSFER TAXES.
Holders who tender their Old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith. If, however, New Notes are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Notes tendered, or if a transfer tax is imposed
for any reason other than the exchange of Old Notes in connection with the
Exchange Offer, then the amount of any such transfer tax (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with the Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) OR AN AGENT'S
MESSAGE IN LIEU THEREOF AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY
THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.
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TO BE COMPLETED BY ALL
TENDERING SECURITY HOLDERS
(SEE INSTRUCTION 9)
PAYER'S NAME: FIRST UNION NATIONAL BANK
- --------------------------------------------------------------------------------
PART 1 -- PLEASE PROVIDE
YOUR TIN ON THE LINE AT TIN ______________
RIGHT AND CERTIFY BY SIGNING Social security
AND DATING BELOW. number or Employer
identification number
SUBSTITUTE Name ------------------------------------
PART
2 --
(Please Print) Awaiting
Address TIN [_]
FORM W-9 ------------------------------------
-----------------------------------------------------
------------------------------------
DEPARTMENT OF THE City State Zip Code
TREASURY INTERNAL -----------------------------------------------------
REVENUE SERVICE
PART 3 -- CERTIFICATION -- Under the penalties of
perjury, I certify that (1) the number shown on
this form is my correct taxpayer identification
number (or I am waiting for a number to be issued
to me), (2) I am not subject to backup withholding
either because (i) I am exempt from backup
withholding, (ii) I have not been notified by the
Internal Revenue Service ("IRS") that I am subject
to backup withholding as a result of a failure to
report all interest or dividends, or (iii) the IRS
has notified me that I am no longer subject to
backup withholding, and (3) any other information
provided on this form is true and correct.
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
AND CERTIFICATION
The Internal Revenue Service does not require your
consent to any provision of this document other
than certifications required to avoid backup
withholding.
Signature _____________________ Date ___________
- --------------------------------------------------------------------------------
You must cross out item (2) in Part (3) above if you have been notified by
the IRS that you are subject to backup withholding because of underreporting
interest or dividends on you tax return and you have not been notified by
the IRS that you are no longer subject to backup withholding.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO
THE EXCHANGE OFFER. THE EXCHANGE AGENT WILL PROVIDE "GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9"
UPON REQUEST IF YOU REQUIRE ADDITIONAL DETAILS.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all payments to me on account of the New Notes shall
be retained until I provide a taxpayer identification number to the Exchange
Agent and that, if I do not provide my taxpayer identification number within
60 days, such retained amounts shall be remitted to the Internal Revenue
Service as backup withholding and 31% of all reportable payments made to me
thereafter will be withheld and remitted to the Internal Revenue Service
until I provide a taxpayer identification number.
The Internal Revenue Service does not require your consent to any
provision of this document other than certifications required to avoid
backup withholding.
Signature ______________________________________
Date _______ , 1999
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