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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) SEPTEMBER 20, 2001
EQUITY ONE, INC.
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(Exact Name of Registrant as Specified in its Charter)
MARYLAND 001-13499 52-1794271
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(State or Other Jurisdiction of (Commission File No.) (IRS Employer Identification
Incorporation No.)
1696 N.E. MIAMI GARDENS DRIVE
NORTH MIAMI BEACH, FLORIDA 33179
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(Address of principal executive office) (Zip code)
(305) 947-1664
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former Names or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 20 and 21, 2001, Equity One, Inc. completed its
acquisitions of Centrefund (U.S.) Realty Corporation, a Delaware corporation
("CEFUS"), and United Investors Realty Trust, a Texas real estate investment
trust ("UIRT"). The amount of consideration provided for in both transactions
was determined by arms length negotiations between the parties involved in the
respective transactions.
On September 20, 2001, pursuant to the terms of a Stock Exchange
Agreement (the "Stock Exchange Agreement") dated as of May 18, 2001 among Equity
One, First Capital Realty Inc. (formerly known as Centrefund Realty
Corporation), an Ontario corporation ("First Capital"), and First Capital
America Holding Corp., an Ontario corporation, Equity One acquired all of the
outstanding common stock of CEFUS. In connection with the CEFUS acquisition,
Equity One issued an aggregate of 10.5 million shares of its common stock to
indirect subsidiaries of First Capital in exchange for the CEFUS common stock.
The shares of Equity One common stock issued in connection with the CEFUS
acquisition were not registered under the Securities Act of 1933, as amended
(the "Securities Act"), but were approved for listing on the New York Stock
Exchange and are subject to registration rights exercisable beginning in one
year.
In connection with this transaction, there existed certain business
relationships among the parties. Prior to the acquisition of CEFUS, Chaim
Katzman, the chairman of the board and chief executive officer of Equity One,
may have been deemed to be the beneficial owner of approximately 67.4% of the
outstanding common stock of Equity One, and may have also been deemed to be the
beneficial owner of approximately 68.1% of the outstanding common stock of First
Capital. In addition, Nathan Hetz is a director of Equity One and First Capital,
and is a director and significant shareholder of A. H. Holdings Canada Ltd.,
which prior to the transaction owned approximately 19% of the outstanding common
stock of First Capital. Dori Segal, another director of Equity One, is a
director and the president and chief executive officer of First Capital. He and
his family own common stock of an affiliate of Gazit-Globe (1982) Ltd.
("Gazit-Globe") which directly and indirectly owns common stock of Equity One
and First Capital.
Subsequent to the CEFUS acquisition, on September 21, 2001, Equity One
completed its acquisition of United Investors Realty Trust ("UIRT") through a
series of two mergers. In the first merger, pursuant to the Agreement and Plan
of Merger ("Reorganization Merger Agreement") dated June 29, 2001 among UIRT,
UIRT, Ltd. (formerly known as UIRT, L.P.), a Florida limited partnership, and
UIRT Holding Corp., a Maryland corporation, UIRT reorganized by merging with and
into UIRT, Ltd., one of its indirect, wholly owned subsidiaries. Immediately
following the reorganization merger, pursuant to an Amended and Restated
Agreement and Plan of Merger (the "Equity One Merger Agreement") dated June 29,
2001 among Equity One, UIRT Holding Corp. and UIRT, UIRT Holding Corp., the
parent entity resulting from the reorganization merger, merged with and into
Equity One. In connection with the mergers, each UIRT shareholder was entitled
to elect to receive either cash or Equity One common stock in exchange for their
common shares of UIRT. As a result of the mergers and the proration mechanism in
the Equity One Merger Agreement, each outstanding common share of UIRT that
elected to receive Equity One common stock was converted into the right to
receive 0.643 shares of Equity One and each common share of UIRT that elected to
receive cash received $5.71 and 0.140 shares of Equity One common stock.
Contemporaneously with the completion of the UIRT transaction, Equity One
obtained a $30 million revolving line of credit from Bank Leumi at a rate of
LIBOR plus 125 basis points. Equity One utilized a portion of the proceeds from
the Bank Leumi line of credit as well as existing working capital to fund the
cash portion of the merger consideration paid to the former UIRT shareholders
and to retire certain outstanding indebtedness of UIRT.
In connection with this transaction there existed certain business
relationships among the parties. M.G.N. (USA), Inc. ("MGN"), a wholly owned
subsidiary of Gazit-Globe, which is controlled by Chaim Katzman, the chairman of
the board and chief executive officer of Equity One, was an affiliate of UIRT.
Prior to the transaction, MGN owned approximately 9.9% of the outstanding common
shares of UIRT.
After consummation of both transactions, Mr. Katzman's beneficial
ownership of Equity One increased to 69.3%. In addition, MGN's beneficial
ownership of Equity One is currently 15.2%, and Gazit-Globe's beneficial
ownership of Equity One is currently 66.8%.
The Equity One common stock issued in connection with the UIRT
acquisition was registered under the Securities Act of 1933 pursuant to the
joint registration statement on Form S-4 (Registration No. 333-64272) of
Page 2 of 6
Equity One and UIRT Holding Corp. filed with the Securities and
Exchange Commission and declared effective on August 1, 2001. The proxy
statement/prospectus filed with the registration statement contains additional
information about the mergers. The Equity One common stock issued in connection
with the UIRT acquisition has been approved for listing on the New York Stock
Exchange and will be traded under the ticker symbol "EQY."
The common shares of UIRT were registered pursuant to Section 12(b) of
the Securities Exchange Act of 1934, as amended and listed on the Nasdaq
National Market. UIRT, Ltd. is filing, on behalf of UIRT, a Form 15 with the
Securities and Exchange Commission, to terminate the registration under the
Exchange Act of its common shares and has delisted its shares from Nasdaq.
The foregoing summary of these acquisitions is qualified in its
entirety by reference to the Stock Exchange Agreement, the Reorganization Merger
Agreement and the Equity One Merger Agreement, which are incorporated by
reference herein. Reference is also made to Equity One's press releases dated
and issued on September 21, 2001, which are attached hereto as Exhibit 99.1 and
99.2 and are incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements required by Rule 3-05(b) of
Regulation S-X will be filed by Equity One the no later than
sixty (60) days from the date of this Report.
(b) Pro Forma Financial Information.
The pro forma financial information required by Article 11 of
Regulation S-X will be filed by Equity One no later than sixty
(60) days from the date of this Report.
(c) Exhibits.
2.1* Stock Exchange Agreement dated as of May 18, 2001
among Equity One, Inc., First Capital Realty Inc.
(formerly Centrefund Realty Corporation) and First
Capital Holding Corp., incorporated by reference to
Appendix A to the definitive proxy statement on
Schedule 14A of Equity One, Inc. filed on July 31,
2001 (File No. 001-13499).
2.2* Agreement and Plan of Merger dated as of June 29,
2001 among Equity One, Inc., UIRT, Ltd. (formerly
UIRT, L.P.) and UIRT Holding Corp., incorporated by
reference to Annex A to the proxy
statement/prospectus contained in the registration
statement on Form S-4 of Equity One, Inc. and UIRT
Holding Corp. filed on August 1, 2001 (File No.
333-64272).
2.3* Amended and Restated Agreement and Plan of Merger,
dated as of June 29, 2001, by and among Equity One,
Inc., UIRT Holding Corp. and United Investors Realty
Trust, incorporated by reference to Annex B to the
proxy statement/prospectus contained in the
registration statement on Form S-4 of Equity One,
Inc. and UIRT Holding Corp. filed on August 1, 2001
(File No. 333-64272).
99.1 Press Release of Equity One, Inc. dated and issued
September 21, 2001 with respect to the acquisition of
Centrefund (US) Realty Corporation.
99.2 Press Release of Equity One, Inc. dated and issued
September 21, 2001 with respect to the acquisition of
United Investors Realty Trust.
Page 3 of 6
*Equity One hereby agrees to furnish to the Securities and
Exchange Commission, supplementally, any schedules or exhibits
to such agreement which are not filed herewith, upon the
request of the Securities and Exchange Commission.
Page 4 of 6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Equity One has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EQUITY ONE, INC.
Date: October __, 2001 By:
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Howard M. Sipzner
Chief Financial Officer
Page 5 of 6
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT TITLE
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99.1 Press Release of Equity One, Inc. dated and issued September
21, 2001 with respect to the acquisition of Centrefund (US)
Realty Corporation.
99.2 Press Release of Equity One, Inc. dated and issued September
21, 2001 with respect to the acquisition of United Investors
Realty Trust.
Page 6 of 6
EXHIBIT 99.1
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Equity One, Inc.
1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
(NYSE: EQY)
EQY
FOR FURTHER INFORMATION:
Chaim Katzman, CEO
Howard Sipzner, CFO
Michele Guard, Investor Relations
305-947-1664
September 21, 2001
EQUITY ONE, INC. COMPLETES
ACQUISITION OF CENTREFUND REALTY (U.S.) CORPORATION
EQUITY ONE NOW THE 3RD LARGEST PUBLICLY-TRADED FLORIDA SHOPPING CENTER REIT
NORTH MIAMI BEACH, FL., September 21, 2001 - Equity One, Inc. (NYSE: EQY) today
announced that it has completed its acquisition of Centrefund Realty (U.S.)
Corporation ("CEFUS"), an indirectly, wholly-owned subsidiary of First Capital
Corporation ("First Capital"), a publicly-traded (TSE:FCR) Canadian real estate
company formerly known as Centrefund Realty Corporation. The acquisition firmly
establishes Equity One as the third-largest, publicly-traded Florida shopping
center real estate investment trust ("REIT"). Overall, Equity One now owns 61
properties encompassing over 6.5 million square feet, with a focus on
supermarket-anchored shopping centers in the major growth markets of Florida and
Texas.
"We are very pleased to close the transaction with CEFUS as planned," stated
Chaim Katzman, Chairman and Chief Executive Officer of Equity One. "With this
acquisition, we are well underway on our strategy of building critical mass in
our key markets in the South and Southeast via strategic transactions. We
anticipate significant benefits from our larger size in terms of tenant
relationships, operating efficiencies and access to capital."
As provided for in the stock exchange agreement, First Capital received 10.5
million shares of Equity One common stock, increasing Equity One's outstanding
shares by 67% from approximately 15.5 million to approximately 26 million. In
connection with the transaction, Equity One also assumed approximately $149
million of CEFUS's outstanding debt. The shares received by First Capital
pursuant to the stock exchange agreement are restricted securities subject to
future registration rights.
ABOUT EQUITY ONE, INC.
Equity One, Inc. (NYSE:EQY) is a self-administered, self-managed real estate
investment trust that principally acquires, renovates, develops and manages
community and neighborhood shopping centers anchored by national and regional
supermarket chains. The Company's portfolio currently consists of 61 properties
located in metropolitan areas of Florida and Texas, encompassing 40
supermarket-anchored shopping centers, 4 drug store-anchored shopping centers,
11 other retail-anchored shopping centers, 5 commercial properties and 1
development site, as well as interests in 5 joint ventures. Assuming the closing
of the pending merger transaction with United Investors Realty Trust ("UIRT"), a
publicly-traded REIT, Equity One will own a total of 84 properties primarily
located in metropolitan areas of Florida and Texas, encompassing 54
supermarket-anchored shopping centers, 6 drug store-anchored shopping centers,
18 other retail-anchored shopping centers, 5 commercial properties and 1
development site, as well as interests in 6 joint ventures. For more
information, please visit Equity One's website at WWW.EQUITYONE.NET.
FORWARD LOOKING STATEMENTS
Certain matters discussed in this press release constitute forward-looking
statements within the meaning of the federal securities laws. Although Equity
One believes that the expectations reflected in such forward-looking statements
are based upon reasonable assumptions, it can give no assurance that these
expectations will be achieved. Factors that could postpone or prevent the
closing of the UIRT acquisition include the failure to receive the necessary
approval from the UIRT shareholders and changes in macro-economic conditions
that have a material adverse effect on Equity One or UIRT. In addition, Equity
One is subject to other risks, which are described in Equity One's filings with
the Securities and Exchange Commission.
EXHIBIT 99.2
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Equity One, Inc.
1696 NE Miami Gardens Drive
North Miami Beach, FL 33179
(NYSE: EQY)
EQY
FOR FURTHER INFORMATION:
Chaim Katzman, CEO
Howard Sipzner, CFO
Michele Guard, Investor Relations
305-947-1664
September 21, 2001
EQUITY ONE, INC. COMPLETES
ACQUISITION OF UNITED INVESTORS REALTY TRUST
NORTH MIAMI BEACH, FL., September 21, 2001 - Equity One, Inc. (NYSE: EQY) today
announced that it has completed its acquisition of United Investors Realty Trust
("UIRT"). Equity One now owns 84 properties encompassing approximately 8.6
million square feet, and is now the third largest and fourth largest owner of
shopping centers in Florida and Texas, respectively, among publicly-traded real
estate investment trusts.
"The successful closing of the UIRT transaction enables Equity One to reach a
series of milestones," stated Chaim Katzman, Chairman and Chief Executive
Officer of Equity One. "We now have over $650 million in total assets, over $300
million in equity market capitalization and a significant increase in our public
float. We own a total of 49 properties in Florida and 31 in Texas. Our larger
size will facilitate significant operating efficiencies, and in the long run,
should provide greater overall value and return to our shareholders."
As provided in the merger agreement, UIRT shareholders who timely elected to
receive Equity One common stock will receive 0.643 Equity One shares for each
UIRT common share tendered for exchange. All other UIRT shareholders will
receive $5.71 in cash and 0.140 shares of Equity One common stock for each UIRT
common share tendered for exchange as a result of the application of the
pro-ration provisions of the merger agreement.
As a result of the transaction, Equity One will issue approximately 2.9 million
shares of its common stock and will pay $32.9 million in cash consideration to
former UIRT shareholders. Immediately prior to the completion of the
acquisition, UIRT had outstanding debt of approximately $79.4 million which will
remain outstanding after the acquisition. Equity One anticipates that the
transaction costs associated with the acquisition will be approximately $4.5
million. Following the issuance of Equity One shares to the former UIRT
shareholders, Equity One's outstanding common stock will increase by 11% from
approximately 26 million to 28.9 million shares. Contemporaneously with the
completion of the UIRT transaction, Equity One has obtained a $30 million
revolving line of credit from Bank Leumi at a rate of LIBOR plus 125 basis
points, of which $16 million has been advanced.
ABOUT EQUITY ONE, INC.
Equity One, Inc. (NYSE:EQY) is a self-administered, self-managed real estate
investment trust that principally acquires, renovates, develops and manages
community and neighborhood shopping centers anchored by national and regional
supermarket chains. The Company's portfolio currently consists of 84 properties
primarily located in metropolitan areas of Florida and Texas, encompassing 54
supermarket-anchored shopping centers, 6 drug store-anchored shopping centers,
18 other retail-anchored shopping centers, 5 commercial properties and 1
development site, as well as interests in 6 joint ventures. For more
information, please visit Equity One's website at WWW.EQUITYONE.NET.
FORWARD LOOKING STATEMENTS
Certain matters discussed in this press release constitute forward-looking
statements within the meaning of the federal securities laws. Although Equity
One believes that the expectations reflected in such forward-looking statements
are based upon reasonable assumptions, it can give no assurance that these
expectations will be achieved. Factors that could cause actual results to differ
materially from current expectations include changes in macro-economic
conditions and the demand for retail space in Florida and Texas; the continuing
financial success of Equity One's current and prospective tenants; Equity One's
ability to successfully integrate the operations of UIRT into the Equity One
organization; Equity One's ability to realize economies of scale; continuing
supply constraints in Equity One's current markets; and other risks, which are
described in Equity One's filings with the Securities and Exchange Commission.