0001042810-01-500060.txt : 20011018
0001042810-01-500060.hdr.sgml : 20011018
ACCESSION NUMBER: 0001042810-01-500060
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011010
GROUP MEMBERS: CHAIM KATZMAN
GROUP MEMBERS: FICUS, INC.
GROUP MEMBERS: GAZIT (1995) INC.
GROUP MEMBERS: GAZIT-GLOBE (1982) LTD.
GROUP MEMBERS: MGN (USA), INC.
GROUP MEMBERS: SILVER MAPLE (2001), INC.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: EQUITY ONE INC
CENTRAL INDEX KEY: 0001042810
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 521794271
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-54975
FILM NUMBER: 1755583
BUSINESS ADDRESS:
STREET 1: 1696 N E MIAMI GARDENS DR SUITE 200
CITY: NORTH MIAMI BEACH
STATE: FL
ZIP: 33179
MAIL ADDRESS:
STREET 1: 1696 N E MIAMI GARDENS DR SUITE 200
CITY: NORTH MIAMI BEACH
STATE: FL
ZIP: 33179
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: EQUITY ONE INC
CENTRAL INDEX KEY: 0001042810
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 521794271
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 1696 N E MIAMI GARDENS DR SUITE 200
CITY: NORTH MIAMI BEACH
STATE: FL
ZIP: 33179
MAIL ADDRESS:
STREET 1: 1696 N E MIAMI GARDENS DR SUITE 200
CITY: NORTH MIAMI BEACH
STATE: FL
ZIP: 33179
SC 13D
1
d13100901.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(A)
EQUITY ONE, INC.
--------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK
--------------------------------------------------------------------------------
(Title of class of securities)
294752100
--------------------------------------------------------------------------------
(CUSIP number)
1696 N.E. MIAMI GARDENS DRIVE
NORTH MIAMI BEACH, FLORIDA 33179
(305) 947-1664
--------------------------------------------------------------------------------
(Name, address and telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 21, 2001
--------------------------------------------------------------------------------
(Date of event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),
check the following box [X].
------------------------- ---------------------------
CUSIP NO. 294752100 SCHEDULE 13D PAGE 2 OF 18 PAGES
------------------------- ---------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CHAIM KATZMAN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL AND THE UNITED STATES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 659,249
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER 19,355,452
EACH
REPORTING --------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 659,249
--------------------------------------------
10 SHARED DISPOSITIVE POWER 19,355,452
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,014,701
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
------------------------- ---------------------------
CUSIP NO. 294752100 SCHEDULE 13D PAGE 3 OF 18 PAGES
------------------------- ---------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
M.G.N. (USA), INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
SC, WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 4,396,789
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING --------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 4,396,789
--------------------------------------------
10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,396,789
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
------------------------- ---------------------------
CUSIP NO. 294752100 SCHEDULE 13D PAGE 4 OF 18 PAGES
------------------------- ---------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GAZIT (1995), INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO, WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 3,274,749
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING --------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 3,274,749
--------------------------------------------
10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,274,749
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
------------------------- ---------------------------
CUSIP NO. 294752100 SCHEDULE 13D PAGE 5 OF 18 PAGES
------------------------- ---------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
GAZIT-GLOBE (1982) LTD.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ISREAL
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 1,118,818
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER 18,171,538
EACH
REPORTING --------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 1,118,818
--------------------------------------------
10 SHARED DISPOSITIVE POWER 18,171,538
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,290,356
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.8%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
------------------------- ---------------------------
CUSIP NO. 294752100 SCHEDULE 13D PAGE 6 OF 18 PAGES
------------------------- ---------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SILVER MAPLE (2001), INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 5,250,000
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING --------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 5,250,000
--------------------------------------------
10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
------------------------- ---------------------------
CUSIP NO. 294752100 SCHEDULE 13D PAGE 7 OF 18 PAGES
------------------------- ---------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
FICUS, INC.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 5,250,000
SHARES
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER 0
EACH
REPORTING --------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER 5,250,000
--------------------------------------------
10 SHARED DISPOSITIVE POWER 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
EQUITY ONE, INC.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D (this "Schedule 13D") relates to the common stock,
$0.01 par value per share ("Common Stock"), of Equity One, Inc., a Maryland
corporation (the "Issuer"), which has its principal executive offices at 1696
N.E. Miami Gardens Drive, North Miami Beach, Florida 33179.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement represents the joint filing of Chaim Katzman, MGN
(USA), Inc. ("MGN"), Gazit (1995), Inc. ("Gazit"), Gazit-Globe (1982), Ltd.
("Gazit-Globe"), Silver Maple (2001), Inc. ("Silver Maple") and Ficus, Inc.
("Ficus") (collectively the "Group").
(b) The address of each member of the Group are as follows:
Chaim Katzman c/o Equity One, Inc.
1696 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
M.G.N. (USA), Inc. c/o Equity One, Inc.
1696 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
Gazit (1995), Inc. c/o Equity One, Inc.
1696 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
Gazit-Globe (1982), Ltd. 1 Derech Hashalom
Tel Aviv, Israel 67892
Silver Maple (2001), Inc. c/o Equity One, Inc.
1696 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
Ficus, Inc. c/o Equity One, Inc.
1696 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
Page 8 of 18 Pages
(c) The occupations of Chaim Katzman and the principal business of the
other members of the Group are as follows:
Chaim Katzman 1. Chairman of the Board and Chief
Executive Officer of Equity One,
Inc.* 1696 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
2. Chairman of the Board of
Gazit-Globe (1982), Ltd.
M.G.N. (USA), Inc. MGN is engaged in the business of
acquiring, renovating, developing
and managing real estate projects,
both directly and indirectly.
Gazit (1995), Inc. Gazit is engaged in the business of
acquiring, renovating, developing
and managing real estate projects,
both directly and indirectly.
Gazit-Globe (1982), Ltd. Gazit-Globe is engaged in the
business of acquiring, renovating,
developing and managing real estate
projects, both directly and
indirectly.
Silver Maple (2001), Inc. Silver Maple is engaged in the
business of acquiring, renovating,
developing and managing real estate
projects, both directly and
indirectly.
Ficus, Inc. Ficus is engaged in the business of
acquiring, renovating, developing
and managing real estate projects,
both directly and indirectly.
* Equity one is a self-administered, self-managed real estate investment trust,
or a REIT, and its the principal business is acquiring, renovating, developing
and managing community and neighborhood shopping centers.
(d) None of the members of the Group have, during the last five years,
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the members of the Group have, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of
Page 9 of 18 Pages
which he or it was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of Chaim Katzman and the state or country of
organization of the other members of the Group are as follows:
Chaim Katzman Israel and the United States
M.G.N. (USA), Inc. Nevada
Gazit (1995), Inc. Nevada
Gazit-Globe (1982), Ltd. Israel
Silver Maple (2001), Inc. Nevada
Ficus, Inc. Maryland
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
From 1992 through the initial public offering of the Common Stock of
the Issuer in May 1998, the Group acquired an aggregate of 5,882,692 shares of
Common Stock of the Issuer at prices ranging from $5.00 to $12.375 per share.
From May 1998 until December 1999, the Group acquired an aggregate of 2,058,688
shares of Common Stock of the Issuer at prices ranging from $8.00 to $10.8125
per share. In 2000, the Group acquired an aggregate of 658,110 shares of Common
Stock of the Issuer at prices ranging from $9.00 to $10.06 per share. Finally,
from January 1, 2001 through September 19, 2001, the Group acquired an aggregate
of 361,994 shares of Common Stock of the Issuer at prices ranging from $9.38
to $10.00 per share.
In each of the foregoing cases, the shares of Common Stock were
purchased through private transactions, open market purchases, the Issuer's
dividend reinvestment plan and through the exercise of options and warrants
acquired by the Group member prior to the initial public offering. In addition,
the shares of Common Stock were purchased either through the use of private
funds or from working capital of the respective members of the Group.
On September 20, 2001, pursuant to the Stock Exchange Agreement dated
as of May 18, 2001 among the Issuer, First Capital Realty Inc. (formerly
Centrefund Realty Corporation), an Ontario corporation ("First Capital") and
First Capital America Holding Corp., an Ontario corporation, Silver Maple and
Ficus, two wholly-owned subsidiaries of First Capital, each became the
beneficial owner of an aggregate of 5,250,000 shares of Common Stock of the
Issuer in exchange for the transfer to the Issuer of all the shares of common
stock of Centrefund Realty (U.S.) Corporation.
On September 21, 2001, in connection with the consummation of the
mergers described in that certain Amended and Restated Merger Agreement dated as
of June 29, 2001 among the Issuer, United Investors Realty Trust, a Texas real
estate investment trust ("UIRT"), and UIRT Holding Corp., a Maryland
corporation, MGN received 553,217 shares of Common Stock of the Issuer in
exchange for its 80,370 common shares of beneficial interest of UIRT.
Page 10 of 18 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the shares of the Common Stock by
each member of the Group was for investment. No member of the Group currently
has any plans or proposals which relate to or would result in:
(a) the acquisition or disposition by any member of the
Group of additional securities of the Issuer;
PROVIDED, HOWEVER, that each member of the Group
reserves the right to acquire additional securities
of the Issuer for investment purposes or to dispose
of securities of the Issuer at any time;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the
Issuer or any of its subsidiaries;
(c) a sale or transfer or a material amount of assets of
the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or terms of directors
or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
(f) any material change in the Issuer's present business
or corporate structure;
(g) changes in the Issuer's present charter, bylaws or
similar instruments, or such other actions which may
impede the acquisition of control of the Issuer by
any person;
(h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or
(j) any action similar to those enumerated above.
Each member of the Group may, from to time, review or
reconsider his or its position and formulate plans or proposals with respect to
items (a) through (j) above, but have no present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of September 21, 2001, the approximate aggregate percentage of
Common Stock of the Issuer reported beneficially owned by each member of the
Group is based on 28,863,119 shares outstanding. As of the date hereof:
Page 11 of 18 Pages
(i) Chaim Katzman beneficially owns, or may be deemed to
exercised control or direction over, 20,014,701 shares of Common Stock, which
represents 69.3% of the outstanding shares of the Common Stock of the Issuer as
of the date hereof. This number includes (A) 4,396,789 shares of Common Stock
owned by MGN, (B) 3,274,749 shares of Common Stock owned by Gazit, (C) 1,118,818
shares of Common Stock owned by Gazit-Globe, (D) 5,250,000 shares of Common
Stock owned by Silver Maple, (E) 5,250,000 shares of Common Stock owned by
Ficus, (F) 659,249 shares of Common Stock owned directly by Mr. Katzman, (G)
36,000 shares of Common Stock owned by Mr. Katzman as custodian for his children
and (H) 29,096 shares of Common Stock owned by Mr. Katzman's wife as custodian
for their children.
(ii) MGN beneficially owns 4,396,789 shares of Common Stock,
which represents 15.2% of the outstanding shares of the Common Stock of the
Issuer as of the date hereof;
(iii) Gazit beneficially owns 3,274,749 shares of Common
Stock, which represents 11.3% of the outstanding shares of the Common Stock of
the Issuer as of the date hereof;
(iv) Gazit-Globe beneficially owns 19,290,356 shares of Common
Stock, which represents 66.8% of the outstanding shares of the Common Stock of
the Issuer as of the date hereof. This number includes (A) 4,396,789 shares of
Common Stock owned by MGN, a wholly-owned subsidiary of Gazit-Globe, (B)
3,274,749 shares of Common Stock owned by Gazit, a wholly-owned subsidiary of
Gazit-Globe, (C) 5,250,000 shares of Common stock owned by Silver Maple, which
is indirectly controlled by Gazit-Globe, (D) 5,250,000 shares of Common Stock
owned by Ficus, which is indirectly controlled by Gazit-Globe and (E) 1,118,818
shares of Common stock owned by directly by Gazit-Globe;
(v) Silver Maple beneficially owns 5,250,000 shares of Common
Stock, which represents 18.2% of the outstanding shares of the Common Stock of
the Issuer as of the date hereof; and
(vi) Ficus beneficially owns 5,250,000 shares of Common Stock,
which represents 18.2% of the outstanding shares of the Common Stock of the
Issuer as of the date hereof.
(b) For information regarding shared versus sole voting and disposition
powers of each of each member of the Group, see Items 7, 8, 9, and 10 on each of
the cover pages. The shared voting and disposition power of Mr. Katzman includes
(i) 4,396,789 shares of Common Stock owned by MGN, (ii) 3,274,749 shares of
Common Stock owned by Gazit, (iii) 1,118,818 shares of Common Stock owned by
Gazit-Globe, (iv) 5,250,000 shares of Common Stock owned by Silver Maple, (v)
5,250,000 shares of Common Stock owned by Ficus, and (vi) 2,909 shares of Common
Stock owned by Mr. Katzman's wife as custodian for their children. Mr. Katzman
is the President of MGN, Gazit, Silver Maple and Ficus, and is the Chairman of
the Board of Gazit-Globe. The shared voting and disposition power of Gazit-Globe
includes (w) 4,396,789 shares of Common Stock owned by MGN, a wholly-owned
subsidiary of Gazit-Globe, (x) 3,274,749 shares of Common Stock owned by Gazit,
a wholly-owned subsidiary of Gazit-Globe, (y) 5,250,000 shares of Common Stock
owned by Silver Maple, which is indirectly
Page 12 of 18 Pages
controlled by Gazit-Globe and (z) 5,250,000 shares of Common Stock owned by
Ficus, which is indirectly controlled by Gazit-Globe.
(c) Not applicable
(d) The shares of Common Stock of the Issuer held by the members of the
Group are pledged as security for loans made to individual members of the Group.
Pursuant to the promissory notes and other credit documents governing those
loans, the respective creditors have the right, upon an event of default, to
receive the dividends from the pledged Common Stock of the Issuer. Otherwise, no
other person, except those persons identified in this Schedule 13D, has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities reported in this Schedule 13D.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the members of the Group, or between any member of
the Group and another person, with respect to any securities of the Issuer,
including, but not limited to, the transfer or voting of any securities,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies, except for that certain Stockholders Agreement dated as of October
4, 2000 (the "Stockholders Agreement") among the Issuer, Alony Hetz Properties &
Investments, Ltd., an Israeli corporation ("AHPI"), Gazit-Globe, MGN and Gazit
(the "Gazit-Globe Group").
Pursuant to the terms of a Stockholders Agreement AHPI has a right to
designate two directors to the Issuer's Board of Directors no later than the
earlier of (i) the initial closing date, as defined in the Stockholders
Agreement, or (ii) the first meeting of the Issuer's Board of Directors to take
place after the execution of the Subscription Agreement dated as of October 4,
2000. Each member of the Gazit-Globe Group agreed, during the term of the
Stockholders Agreement, to vote all of its voting securities of the Issuer and
to take all other necessary actions within its control so that designees of AHPI
are elected to the Board of Directors of the Issuer pursuant to the following
conditions: (i) if AHPI owns at least 2,300,000 shares of the Issuer as of
December 31, 2001 and 2,950,000 shares as of December 31, 2002, and all the
shares held by AHPI (directly or indirectly) represent at least 20% of the
aggregate number of shares held (directly or indirectly) by AHPI and the
Gazit-Globe Group, and such aggregate amount represents not less than 50% of the
total outstanding voting capital stock of the Issuer, AHPI may designate the
greater of two nominees and such number of nominees as will constitute 20% of
the Board of Directors of the Issuer to the Board of Directors; (ii) if certain
conditions are not met at any time after each applicable date, and such failure
is not remedied within 60 days of the date upon which the condition is no longer
met (the "Cure Period"), but AHPI owns (directly or indirectly) the greater of
(A) 5% of the Issuer's total outstanding voting capital stock on a fully-diluted
basis, and (B) 1,000,000 shares, AHPI will then become entitled to only
designate one nominee to the Board of Directors of the Issuer and will promptly
cause one of its directors to submit its resignation to the Issuer. To the
extent AHPI loses the right to designate a director by failing to meet the
ownership requirements set forth above (and not remedying the same within the
Cure Period), AHPI will irrevocably lose the right to designate a
Page 13 of 18 Pages
director for such position notwithstanding its later acquiring a sufficient
interest to meet the ownership requirements. To the extent AHPI has the right to
designate two directors pursuant to the above conditions, at least one such
person will be a resident or citizen of the United States and not an affiliate
of AHPI, the Gazit Group or the Issuer.
The parties further agreed that for any period during which AHPI owns
beneficially and/or of record, 20% or more of the outstanding shares of the
Common Stock of the Issuer and the Gazit-Globe Group holds a majority interest
in the Issuer, AHPI may not, without the prior written consent of the Issuer's
Board of Directors: (i) directly or indirectly seek, or permit any person over
whom or which AHPI has control (a "Controlled Person") to seek or encourage or
assist any associate, partner or affiliate of AHPI to seek representation on the
Board of Directors of the Issuer or otherwise seek to participate in or
influence the Issuer's management, management decisions, operating policies, or
governing corporate instruments; (ii) instigate or join in any attempt to change
the Issuer's management, management decisions, operating policies, governing
corporate instruments or conduct of its business and affairs; (iii) solicit or
permit any Controlled Person to solicit, or encourage or assist any associate,
partner or affiliate of AHPI to solicit proxies with respect to any shares of
Common Stock or other securities of the Issuer entitled to vote generally for
the election of directors or otherwise ("Voting Securities") under any
circumstance, or become a "participant," or permit any Controlled Person, or
encourage or assist any associate, partner or affiliate of AHPI to become a
"participant," in any "election contest" relating to the election of directors
of the Issuer, changes in governing corporate instruments or otherwise (as such
terms are used in Rule 14a-11 of Regulation 14A under the Securities Act of
1933, as amended); (iv) deposit, or permit any Controlled Person, or encourage
or assist any associate, partner or affiliate of AHPI to deposit, any Voting
Securities in a voting trust or similar arrangement, or subject or permit any
Controlled Person, or encourage or assist any associate, partner or affiliate of
AHPI to subject any Voting Securities to a voting or similar agreement; (v) take
any action alone or in concert with any other person to acquire or affect the
control of the Issuer or, directly or indirectly, participate in, or encourage
the formation of, any group seeking to obtain or take control of the Issuer; or
(vi) directly or indirectly seek to influence any of the Issuer's contractual
relationships, whether orally, in writing or otherwise (including, without
limitation, the Issuer's contractual relationships with its auditors, its
investment bankers and its lenders).
AHPI is also subject to certain drag along rights in the event the
Gazit-Globe Group intends to sell all of its shares of the Issuer in a bona fide
arm's length transaction with a third party, other than an open-market
transaction, at a price per share equal to or greater than $16.3125 (subject to
certain adjustments), provided that at such time the ownership interest of the
Gazit-Globe Group in the Issuer will be equal to or greater than the ownership
interest of AHPI and subject to the satisfaction of the following conditions:
(i) upon the consummation of the proposed sale, AHPI will receive for each of
its shares being sold the same form of consideration and the same amount of
consideration as the Gazit-Globe Group receives for each of their shares being
sold and (ii) if AHPI holds any unexpired and unexercised warrants, it shall be
given an opportunity to either (A) exercise the warrants prior to the
consummation of the proposed sale or (B) receive in exchange for such rights
consideration equal to the amount determined by multiplying (1) the same amount
of consideration per share received by holders of the Common Stock in connection
with the proposed sale less the exercise price per share payable for the
exercise of the warrants by (2) the number of shares of Common Stock to which
AHPI is entitled upon exercise of such warrants. In addition, if any member (the
"Selling Stockholder") of the Gazit-Globe Group proposes to sell, other than
Page 14 of 18 Pages
pursuant to an open-market transaction or a de minimis transaction (involving
less than 2% of the Issuer's outstanding stock), any of its shares of Common
Stock, AHPI has a tag along right to participate in such sale to a third party,
on a pro-rata basis based upon the percentage of the shares of the Gazit-Globe
Group offered to be sold, upon the purchase by the proposed transferee of any
shares of Common Stock owned by the Selling Stockholder and for the same per
share consideration. The drag along rights and the tag along rights granted to
AHPI are set forth in greater detail in Section 1 and 2, respectively of the
Stockholders Agreement listed as Exhibit 1 hereto.
Page 15 of 18 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Stockholders Agreement dated October 4, 2001 among
Equity One, Inc., a Maryland corporation, Alony Hetz
Properties & Investments, Ltd., an Israeli
corporation, Gazit-Globe (1982) Ltd., an Israeli
corporation, Gazit (1995), Inc., a Nevada corporation
and M.G.N. (USA), Inc., a Nevada corporation
(incorporated by reference to Exhibit 4 of the
Schedule 13D of Equity One, Inc. as filed with the
Commission on October 19, 2000 (Commission File
Number: 005-54975)).
Page 16 of 18 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 9, 2001 /s/ Chaim Katzman
--------------------------------------
Chaim Katzman
M.G.N. (USA), Inc.
By:/s/ Chaim Katzman
-------------------------------------
Chaim Katzman
President
GAZIT (1995), INC.
By:/s/ Chaim Katzman
-------------------------------------
Chaim Katzman
President
GAZIT-GLOBE (1982), LTD.
By:/s/ Chaim Katzman
-------------------------------------
Chaim Katzman
Chairman of the Board
Page 17 of 18 Pages
SILVER MAPLE (2001), INC.
By:/s/ Chaim Katzman
-------------------------------------
Chaim Katzman
President
FICUS, INC.
By:/s/ Chaim Katzman
-------------------------------------
Chaim Katzman
President
Page 18 of 18 Pages