Filed by Equity One, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: IRT Property Company
Commission File No. 132-00000
NEWS RELEASE
FOR IMMEDIATE RELEASE:
December 4, 2002
Equity One, Inc. to Contest Jury's Findings in Texas Lawsuit
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North Miami Beach, FL - December 4, 2002 - Equity One, Inc. (NYSE: EQY), an
owner, developer and operator of primarily supermarket-anchored shopping centers
located predominantly in high growth markets of Florida and Texas, today
announced that it plans to vigorously contest a Fort Bend County, Texas jury's
findings, including that Equity One's subsidiary, UIRT, Ltd., tortiously
interfered with a lease between a UIRT tenant and that tenant's prior landlord.
Equity One believes that the findings were not supported by the facts or the
law.
The judge presiding over the case has not yet entered a judgment on the
jury's verdict, and Equity One expects to file appropriate prejudgment motions
seeking rectification of the jury's decision.
The jury verdict, which was rendered in the lawsuit filed in the 268th
District Court of Fort Bend County, Texas by Settler's Way & Highway Six, Inc.
against United Investors Realty Trust (together with its successors, "UIRT"),
and Donna Egan, an employee of the third-party management company that managed
UIRT's properties prior to its acquisition by Equity One, found that the
defendants had tortiously interfered with a purported leasehold relationship
between the plaintiff and a former tenant that moved its offices to a UIRT
property. The jury awarded the plaintiff compensatory damages in the amount of
approximately $896,000, including an amount for lost rent of approximately
$145,000, and exemplary damages against each defendant of $7.5 million. In
connection with the litigation, Equity One agreed to indemnify Ms. Egan for her
liability in the case, if any.
"We were obviously very surprised and disappointed by the jury's verdict
and based on advice of our counsel, we believe that it is not supported by
either the law or the facts. Notwithstanding this view, our counsel indicates
that, at a minimum, the exemplary damages awarded by the jury are far in excess
of the maximum permitted by Texas law. We and our counsel also believe that
numerous other aspects of the verdict are in error, including a key finding by
the jury that there was a continuing long-term lease between the plaintiff and
its former tenant, and we plan to challenge this and other aspects of the
verdict," said Chaim Katzman, Chairman and CEO of Equity One. "While there can
be no guarantees, based upon counsel's assessment, we believe that this case
will ultimately not have a material adverse effect on Equity One's results of
operations and financial condition."
About Equity One
________________
Equity One Inc. is a North Miami Beach, Fla.-based real estate investment
trust that acquires, renovates, develops and manages neighborhood shopping
centers anchored by national and regional supermarket chains and other
necessity-oriented retailers such as drug stores or discount retail stores.
Equity One's 8.6 million-square-foot portfolio consists of 87 properties
primarily located in metropolitan areas of Florida and Texas, encompassing 55
supermarket-anchored shopping centers, eight drug store-anchored shopping
centers, 18 other retail-anchored shopping centers, three commercial properties
and three retail developments, as well as non-controlling interests in four
unconsolidated joint ventures. For additional information, please visit the
company's Web site at www.equityone.net.
Equity One will be filing a registration statement on Form S-4, containing
a joint proxy statement/prospectus and other relevant documents, with the
Securities and Exchange Commission (the "SEC") concerning the proposed merger
between Equity One and IRT Property Company ("IRT"). You are urged to read the
registration statement containing the joint proxy statement/prospectus and any
other relevant documents filed or that will be filed with the SEC when they
become available because they will contain important information about Equity
One, IRT and the merger. You may obtain the registration statement containing
the joint proxy statement/prospectus and other documents free of charge at the
SEC's web site, http://www.sec.gov. The joint proxy statement/prospectus and
these other documents may also be obtained for free from Equity One by directing
a request to Equity One, 1696 N.E. Miami Gardens Drive, North Miami Beach,
Florida 33179, Attention: Investor Relations, telephone: 305/947-1664 and from
IRT by directing a request to IRT Property Company, 200 Galleria Parkway, Suite
1400, Atlanta, Georgia 30339, Attention: Investor Relations, telephone:
770/955-4406.
Equity One and IRT, and their respective directors and executive officers
and other members of their management and employees, may be deemed to be
participants in the solicitation of proxies from the stockholders of Equity One
and IRT in connection with the merger. Information about the directors and
executive officers of Equity One and their ownership of Equity One shares is set
forth in the proxy statement for Equity One's 2002 annual meeting of
stockholders. Information about the directors and executive officers of IRT and
their ownership of IRT stock is set forth in the proxy statement for IRT's 2002
annual meeting of shareholders. Investors may obtain additional information
regarding the interests of such participants by reading the joint proxy
statement/prospectus when it becomes available.
Forward Looking Statements
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Certain matters discussed in this press release constitute forward-looking
statements within the meaning of the federal securities laws. Although we
believe that the expectations reflected in such forward-looking statements are
based upon reasonable assumptions, we can give no assurance that these
expectations will be achieved. Factors that could cause actual results to differ
materially from current expectations include the risk that the trial judge will
rule unfavorably upon our prejudgment motions or that appeals of the ultimate
judgment could be determined unfavorably to Equity One. For other risks that
could affect Equity One's results of operations or financial condition,
investors should review those described in our filings with the SEC.