0001341004-12-000369.txt : 20120302 0001341004-12-000369.hdr.sgml : 20120302 20120302145435 ACCESSION NUMBER: 0001341004-12-000369 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120302 DATE AS OF CHANGE: 20120302 GROUP MEMBERS: CSC VENTURES LTD GROUP MEMBERS: LIBERTY INTERNATIONAL HOLDINGS LTD 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54975 FILM NUMBER: 12662510 BUSINESS ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 BUSINESS PHONE: 305-947-1664 MAIL ADDRESS: STREET 1: 1600 N E MIAMI GARDENS DRIVE CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33179 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY ONE INC DATE OF NAME CHANGE: 19970723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Capital Shopping Centres Group PLC CENTRAL INDEX KEY: 0001240841 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 BROADWAY CITY: LONDON STATE: X0 ZIP: SW1H 0BT BUSINESS PHONE: 44(0)20 7887 4220 MAIL ADDRESS: STREET 1: 40 BROADWAY CITY: LONDON STATE: X0 ZIP: SW1H 0BT FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY INTERNATIONAL PLC DATE OF NAME CHANGE: 20030611 SC 13D/A 1 sc13da1.htm SCHEDULE 13D, AMENDMENT NO. 1 sc13da1.htm
 

SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
_________________________
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*
_________________________
Equity One, Inc.
(Name of Issuer)
_______________________
Common Stock, par value $0.01 per share
(Title of Class of Securities)
________________________
 
294752100
 
(CUSIP Number)
________________________
 
Hugh Ford
40 Broadway, London SW1H 0BT, United Kingdom
+44 (0)20 7960 1200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
___________________________
with a copy to:
Rodd M. Schreiber, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
_________________________
 
 June 29, 2011
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Page 1 of 12 Pages)
 
 
 
 
CUSIP No.  294752100
  
Page 2 of 12
 

1
NAMES OF REPORTING PERSONS
Capital Shopping Centres Group PLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)    o
(b)    þ
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
7 
 
SOLE VOTING POWER
0
8 
SHARED VOTING POWER
4,060,606
9 
SOLE DISPOSITIVE POWER
0
10 
SHARED DISPOSITIVE POWER
4,060,606
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,060,606
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%1
14
TYPE OF REPORTING PERSON (see instructions)
HC, CO
________________________
 
1 Percentage based upon 4,060,606 shares divided by 114,763,624 shares outstanding as of February 22, 2012, as disclosed in the Issuer’s Annual Report on Form 10-K filed February 29, 2012.
 
 
 
 
CUSIP No.  294752100
  
Page 3 of 12
 
 
1
NAMES OF REPORTING PERSONS
Liberty International Holdings Limited
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)    o
(b)    þ
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
7 
 
SOLE VOTING POWER
0
8 
SHARED VOTING POWER
4,060,606
9 
SOLE DISPOSITIVE POWER
0
10 
SHARED DISPOSITIVE POWER
4,060,606
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,060,606
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14
TYPE OF REPORTING PERSON (see instructions)
CO
 
 
 
 
CUSIP No.  294752100
  
Page 4 of 12
 
 
1
NAMES OF REPORTING PERSONS
CSC Ventures Limited
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)    o
(b)    þ
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
7 
 
SOLE VOTING POWER
0
8 
SHARED VOTING POWER
4,060,606
9 
SOLE DISPOSITIVE POWER
0
10 
SHARED DISPOSITIVE POWER
4,060,606
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,060,606
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)     o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14
TYPE OF REPORTING PERSON (see instructions)
CO
 
 
 
 
 
  
Page 5 of 12
 
 
Explanatory Note: This Amendment No. 1 (this “Amendment”) to the Schedule 13D of Capital Shopping Centres Group PLC (“Parent”), Liberty International Holdings Limited (“LIH”) and CSC Ventures Limited (“LIH Sub”) (collectively, the “Reporting Persons”) filed on January 14, 2011 (the “Initial 13D”), relates to the shares of common stock, par value $0.01 per share (“Common Stock”), of Equity One, Inc., a Maryland corporation (the “Issuer”).  The Initial 13D, together with this Amendment shall collectively be referred to herein as the “Statement.”
 
This Amendment reflects the following changes:
 
1.        The conversion of the one share of Class A Common Stock of the Issuer, par value $0.01 per share, into 10,000 shares of Common Stock.
 
2.        The reduction of the Reporting Persons’ beneficial ownership of the Common Stock below 5% and corresponding termination of the Reporting Persons’ duty to file Schedule 13D reports or amendments thereto.
 
3.        An amendment to the Equityholders Agreement (as defined in the Initial 13D).
 
Item 2.            Identity and Background.
 
Schedule A to Item 2 is amended and restated as set forth in such Schedule A.
 
Item 3.            Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended to add the following after the disclosure in the Initial 13D:
 
On June 29, 2011, LIH Sub granted an irrevocable proxy (the “Proxy”) to vote its one share of Class A Common Stock to Liberty International Financial Services Limited.  As a result of such grant, the share of Class A Common Stock was automatically converted, at a conversion price of $0 per share, into 10,000 shares of Common Stock of the Issuer.  Prior to June 29, 2011, the Class A Common Stock would automatically convert into Common Stock upon, among other things, the entry by LIH, Parent, or a controlled affiliate of Parent, into any agreement (other than the Equityholders Agreement described in Item 4 herein) giving any person (other than Parent or LIH) the power to vote or direct the voting of the share of Class A Common Stock.
 
Item 5.            Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated in its entirety and replaced with the following:
 
(a) - (b)  The descriptions of the transactions and agreements set forth in Items 3 and 4 are incorporated by reference herein.  The Reporting Persons beneficially own in the aggregate 4,060,606 shares of Common Stock, representing 3.5% of the Common Stock.  Due to conversion of the share of Class A Common Stock described above and the corresponding change in the Reporting Persons’ voting power as a result thereof, the Class A LLC Shares owned by LIH are no longer deemed derivative securities of the Common Stock under Rule 13d-3 of the Securities Exchange Act of 1934, as amended.  All of the Reporting Persons may be deemed to share voting and dispositive power over the 4,060,606 shares of Common Stock beneficially owned by LIH Sub.
 
 
 
 
 
  
Page 6 of 12
 
 
(c) Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified in Schedule A, has effected any transaction in the Common Stock during the past 60 days.
 
(d) Not applicable.
 
(e) Each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the class of Common Stock on June 29, 2011.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following after the disclosure in the Initial 13D:
 
The description in Item 3 of the Proxy granted by LIH Sub is incorporated by reference herein.
 
On September 16, 2011, the parties to the Equityholders Agreement, together with Gazit First Generation LLC, a Delaware limited liability company (“First Generation”), executed an Amendment No. 1 to Equityholders Agreement (“Amendment No. 1”).  The Amendment No. 1 provides that First Generation be added to the Equityholders Agreement as a party and member of Gazit Group.  The Amendment No. 1 also amends Section 2.7 of the Equityholders Agreement to provide that the Gazit Voting Obligation (as defined in the Equityholders Agreement) shall only be applicable and obligate the Gazit Group to vote Common Stock for the LIH nominee up to an amount representing, in the aggregate, up to 45% of the total voting power entitled to vote at a stockholder meeting.
 
The foregoing descriptions of the Proxy and the Amendment No. 1 do not purport to be complete and are qualified in their entirety by reference to the Proxy filed as Exhibit 7 hereto and incorporated by reference herein and the Amendment No. 1 filed as Exhibit 8 hereto and incorporated by reference herein.
 
 
 
 
 
  
Page 7 of 12
 
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is amended to add the following documents as exhibits:
 
Exhibit
Number
 
Exhibit Name
 
Exhibit 7
Irrevocable Proxy, dated June 29, 2011, granted by LIH Sub to Liberty International Financial Services Limited
 
Exhibit 8
Amendment No. 1 to Equityholders Agreement, dated as of September 16, 2011, by and among the Issuer, Parent, LIH, Gazit-Globe, Ltd., an Israeli corporation, MGN (USA) Inc., a Nevada corporation, Gazit (1995), Inc., a Nevada corporation, MGN America, LLC, a Delaware limited liability company, Silver Maple (2001), Inc., a Nevada corporation, Ficus, Inc., a Delaware corporation, and Gazit First Generation LLC, a Delaware limited liability company (incorporated by reference to Exhibit 10.2 of the Issuer's Form 10-Q filed November 9, 2011)
 
 
 
 
 
 
  
Page 8 of 12
 
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.
 
Date:  March 2, 2012
 
 
LIBERTY INTERNATIONAL HOLDINGS LIMITED
   
   
   
 
by  
/s/David Fischel
   
Name: David Fischel
Title:   Director

 

 
 
CAPITAL SHOPPING CENTRES GROUP PLC
   
   
   
 
by  
/s/David Fischel
   
Name: David Fischel
Title:   Director

 

 
 
CSC VENTURES LIMITED
   
   
   
 
by  
/s/David Fischel
   
Name: David Fischel
Title:   Director

 
 
 

SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF PARENT,  LIH AND LIH SUB

The following is a list of the executive officers and directors of Parent, LIH and LIH Sub setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each such person.  Capitalized terms used but not otherwise defined in this Schedule A have the meaning ascribed to them in the Schedule 13D to which this Schedule A is attached.
 
Board of Directors of Parent
 
The business address for the Board of Directors of Parent is 40 Broadway, London SW1H 0BT, United Kingdom.
 
 
 
Name
 
 
Position
 
 
Citizenship
Patrick Burgess
Non-Executive Director; Chairman of the Board of Directors; Chairman of the Nomination & Review Committee; Chairman of the Corporate Responsibility Committee
British
John Whittaker
Non-Executive Director; Deputy Chairman of the Board of Directors
British
David Fischel
Executive Director; Chief Executive
British
Matthew Roberts
Executive Director; Finance Director
British
John Abel
Non-Executive Director
British
Richard Gordon
Non-Executive Director
South African
Ian Henderson
Non-Executive Director
British
Andrew Huntley
Non-Executive Director
British
Louise Patten
Non-Executive Director
British
Rob Rowley
Non-Executive Director; Chairman of the Audit Committee
British
Neil Sachdev
Non-Executive Director; Chairman of the Remuneration Committee
British
Andrew Strang
Non-Executive Director
British
Raymond Fine
Alternate Director to Richard Gordon
British
Steven Underwood
Alternate Director to John Whittaker
British
 
 
 
 
 
  
Page 10 of 12
 
 
Executive Officers of Parent
 
The business address for the Executive Officers of Parent is 40 Broadway, London SW1H 0BT, United Kingdom.
 
 
 
Name
 
 
Position
 
 
Citizenship
David Fischel
Chief Executive
British
Matthew Roberts
Finance Director
British
Mike Butterworth
Chief Operating Officer
British

 
 

 
 
 
 
 
  
Page 11 of 12
 
 
Board of Directors of LIH
 
The business address for the Board of Directors of LIH is 40 Broadway, London SW1H 0BT, United Kingdom.  LIH has no Executive Officers.
 
 
 
Name
 
 
Position
 
 
Citizenship
David Fischel
Director
British
Matthew Roberts
Director
British
Martin Ellis
Director
British
Trevor Pereira
Director
British

 

 
 
 
 
  
Page 12 of 12
 
 
Board of Directors of LIH Sub
 
The business address for the Board of Directors of LIH Sub is 40 Broadway, London SW1H 0BT, United Kingdom.  LIH Sub has no Executive Officers.
 
 
 
Name
 
 
Position
 
 
Citizenship
David Fischel
Director
British
Gary Hoskins
Director
British
Matthew Roberts
Director
British

 
 EX-99 2 ex7.htm EXHIBIT 7 - IRREVOCABLE PROXY ex7.htm
 
 
EXHIBIT 7

 

 
IRREVOCABLE PROXY COUPLED WITH INTEREST
 
The undersigned stockholder of Equity One, Inc., a Maryland corporation (the “Corporation”), hereby irrevocably designates and appoints Liberty International Financial Services Limited (“Grantee”) as the undersigned’s proxy, with full power of substitution, to represent it at all annual and special meetings of the stockholders (and in every written consent in lieu of such meetings) of the Corporation with respect to all shares of the Corporation’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), held by the undersigned, and the undersigned hereby authorizes and empowers Grantee (or its designee), to vote any and all shares of Class A Common Stock owned by the undersigned or standing in its name, and do all things which the undersigned might do if acting itself, until such proxy terminates in accordance with its terms.  Notwithstanding the foregoing, Grantee shall not be entitled to vote contrary to the LIH Voting Obligation (as defined in the Equityholders Agreement, dated May 23, 2010, by and among the Corporation, Capital Shopping Centres Group PLC, Liberty International Holdings Limited, Gazit-Globe, Ltd., MGN (USA) Inc., Gazit (1995), Inc., MGN America, LLC, Silver Maple (2001), Inc. and Ficus, Inc. (the “Equityholders Agreement”)) for such period as the LIH Voting Obligation is in effect pursuant to the Equityholders Agreement.
 
This proxy is an irrevocable proxy coupled with an interest.  This proxy is granted in accordance with the laws of the State of Maryland and, to the extent permitted by law, this proxy shall continue in full force and effect until the earlier of the following dates, whereupon it will automatically terminate: (i) the date that the undersigned ceases to own any equity of the Corporation or (ii) the date the LIH Voting Obligation terminates in accordance with Section 7.1 of the Equityholders Agreement.
 
In the event that any provision of this proxy becomes or is declared by a court of competent jurisdiction to be illegal, invalid, unenforceable or void, this proxy shall continue in full force and effect without said provision to the extent the intent of the undersigned and Grantee is effected.  In such event, the undersigned shall, to the extent requested by Grantee, enter into such legal, valid and enforceable substitute provision as most nearly effects the intent of such parties in entering into this proxy.
 
This proxy may not be amended or otherwise modified without the prior written consent of the undersigned and Grantee.
 
Dated:  June 29, 2011
 
 
CSC VENTURES LIMITED
   
   
 
By:
/s/ David Fischel
 
Name:
David Fischel
 
Title:
Director