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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) November 12, 2004
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REGENCY CENTERS CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 001-12298 59-3191743
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
121 West Forsyth Street, Suite 200 32202
Jacksonville, Florida -----
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904)-598-7000
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230 .425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03. Amendments to Articles of Incorporation or Bylaws;
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Change in Fiscal Year
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On November 12, 2004, we amended our Articles of Incorporation to make
changes to the terms of our Series D cumulative redeemable preferred stock in
accordance with our agreement with the holders of the Series D preferred units
of our operating partnership, Regency Centers, L.P. The holders of the Series D
preferred units have the future right to exchange their units into shares of
Series D preferred stock. No shares of Series D preferred stock are currently
outstanding. Our board of directors adopted the amendment on October 27, 2004.
Shareholder approval of the amendment was not required.
The amendment lowers the annual dividend rate on the Series D preferred
stock from 9.125% to 7.45% from the date of issuance. The amendment also grants
additional voting rights to the holders of the Series D preferred stock. Under
the amendment, we must solicit the vote of 2/3 of the outstanding shares of
Series D preferred stock if:
(i) we elect to consummate a transaction or series of transactions that
would result in a change of control (as defined in the amendment), unless
immediately after the transaction a nationally recognized statistical rating
organization affirms or, if we are not the surviving corporation in the
transaction, upgrades its rating of our securities or gives a comparable or
upgraded rating to the securities of the surviving entity;
(ii) we elect to consummate a transaction or series of transactions
that would result in our common stock ceasing to be listed on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market; or
(iii) we elect to cease to qualify as a real estate investment trust
under the Internal Revenue Code.
If at least 2/3 of the outstanding shares of Series D preferred stock
fail to approve our taking of any such action, then we must redeem all the
Series D preferred stock immediately after taking the action, at a redemption
price equal to $100 per share (equal to the per share liquidation preference of
the Series D preferred stock), plus any accrued but unpaid dividends.
The amendment mirrors changes made to the distribution rate and voting
provisions of the Series D preferred units of our operating partnership.
A full copy of the amendment is attached as exhibit 3.2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits:
3.1 Restated Articles of Incorporation, as amended.
3.2 Amendment to Articles of Incorporation dated November 12, 2004.
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SIGNATURES
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Pursuant to the requirements of the Securities 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 CORPORATION
(registrant)
November 16, 2004 By: /s/ J. Christian Leavitt
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J. Christian Leavitt, Senior Vice
President, Finance and Principal
Accounting Officer
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