NEWSWEB CORPORATION
1645 West Fullerton
Chicago, Illinois 60614
December ___, 1996
TO: The Shareholders of The Chicago Dock and Canal Trust
The Chicago Dock and Canal Trust has recently sent you a Proxy
Statement seeking your approval of a merger of itself with Newsweb
Corporation whereby each Chicago Dock shareholder will receive
$21.00 cash for each share of Chicago Dock owned by such
shareholder. Chicago Dock is soliciting proxies from its
shareholders to approve the Newsweb Merger. Because approval of
the Newsweb Merger requires a two-thirds shareholder vote, Newsweb
is also soliciting your proxy to vote in favor of the Newsweb
Merger.
Chicago Dock has scheduled a Special Meeting of Shareholders for
January 9, 1997 to approve the Newsweb Merger and the proxies
solicited by Chicago Dock and those solicited by Newsweb will be
voted at that meeting. The meeting will be held at the Sheraton
Chicago Hotel & Towers, 301 East North Water Street, Superior Room,
Chicago, Illinois at 10:00 a.m. Chicago time.
If you are in favor of the Newsweb Merger, which has been
unanimously recommended by the Trustees of Chicago Dock, please
date and sign either the White Proxy Card solicited by Chicago Dock
or the Gold Proxy Card solicited by Newsweb and return either or
both of the proxies in the enclosed self-addressed postage-free
envelope. As described more fully in the accompanying Proxy
Statement, the Newsweb Merger is the only real proposal before the
shareholders today.
We urge you to vote in favor of the Newsweb Merger and to send in
at least one or both of the proxy cards so there will be sufficient
votes cast at the Special Meeting to approve the Newsweb Merger.
To vote in favor of the Newsweb Merger, you need sign only one of
the proxy cards -- but please make sure to execute and mail either
or both the Gold or White Proxy Cards. Chicago Dock has
unanimously approved the Newsweb Merger and continues to recommend
to the shareholders that they vote in favor of the Newsweb Merger.
Lehman Brothers, as Chicago Dock's financial advisor, has issued an
opinion letter to Chicago Dock that from a financial point of view,
the consideration to be received by the shareholders pursuant to
the Merger Agreement is fair to such shareholders. We recommend
that you read the attached Proxy Statement of Newsweb to learn of
recent events that have taken place. If any of you have any
questions, please feel free to call the undersigned at Newsweb or
our Proxy Solicitor, MacKenzie Partners.
NEWSWEB CORPORATION
By: /s/ CHARLES FRANK GROSS
---------------------------
Charles Frank Gross
Chief Financial Officer
As filed with the Securities and Exchange Commission on December
17, 1996
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
THE CHICAGO DOCK AND CANAL TRUST
(Name of Registrant as Specified In Its Charter)
NEWSWEB CORPORATION
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
Common Shares, no par value, of the Registrant
2) Aggregate number of securities to which transaction applies:
6,415,928 (assuming the exercise of all outstanding in the money
options to purchase Common Shares)
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
$21.00
4) Proposed maximum aggregate value of transaction:
$127,620,615 (equals number of outstanding Common Shares multiplied
by $21.00 plus number of outstanding in the money options
multiplied by $21.00 minus the aggregate exercise price of such
options)
5) Total fee paid:
$25,524, equaling 1/50th of one percent of the proposed maximum
aggregate value of transaction.
[ ] Fee paid previously with preliminary materials.
[X] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
$25,524
2) Form, Schedule or Registration Statement No.:
Schedule 14A
3) Filing Party:
The Chicago Dock and Canal Trust
4) Date Filed:
October 19, 1996
PROXY STATEMENT
OF
NEWSWEB CORPORATION
1645 West Fullerton
Chicago, Illinois 60614
THE CHICAGO DOCK AND CANAL TRUST
SPECIAL MEETING OF SHAREHOLDERS
January 9, 1997
This Proxy Statement is being furnished by Newsweb Corporation
("Newsweb") to the other holders of Common Shares of beneficial
interest ("Shares") of The Chicago Dock and Canal Trust (the
"Trust"), in connection with the solicitation of proxies by Newsweb
for use at the Special Meeting of Shareholders (the "Special
Meeting") to be held on Thursday, January 9, 1997, at 10:00 A.M.,
Chicago time, at the Sheraton Chicago Hotel & Towers, 301 East
North Water Street, Superior Room, Chicago, Illinois.
On September 27, 1996, Newsweb and the Trust entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which the Trust shall be merged (the "Newsweb Merger") with a
subsidiary of Newsweb and each Trust shareholder will receive
$21.00 cash for each share owned.
Since you have already received the Proxy Statement from the Trust,
we are incorporating it into this Proxy Statement by reference. If
you would like additional copies of the Trust Proxy Statement,
please contact David R. Tinkham at The Chicago Dock and Canal
Trust, 455 East Illinois Street, Suite 565, Chicago, Illinois
60611, (312) 467-1870.
This Proxy Statement and the accompanying proxy are first being
mailed to Shareholders on or about December , 1996.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE GOLD PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
The date of this Proxy Statement is December , 1996
THE TRUST AUCTION
The Merger Agreement was the culmination of an open and extensive
auction and bidding process for all of the Shares and was conducted
by the Trust and its Board of Trustees and its Financial Advisor,
Lehman Brothers, Inc. ("Lehman Brothers"). This auction process
was designed to obtain the best value reasonably available to the
Shareholders and is described in detail in the Trust Proxy
Statement. After numerous rounds of bidding involving scores of
potential and actual bidders, the Trust advised Newsweb that it had
won the auction, having submitted the highest offer per Share. On
September 27, 1996, Lehman Brothers, as the Trust's financial
advisor, issued an opinion letter to the Trust's Board of Trustees
stating that, "from a financial point of view, the consideration to
be received by the Shareholders [pursuant to the Merger Agreement]
is fair to such Shareholders." The Trustees have determined that
the terms of the Newsweb Merger are fair to, and in the best
interest of, the Trust and its shareholders and has unanimously
approved the Newsweb Merger.
EVENTS OCCURRING SUBSEQUENT TO MAILING OF TRUST PROXY STATEMENT
Many of you have heard or read about efforts being made by
Cityfront Center, L.L.C. ("Cityfront") to interfere with the
Newsweb Merger by proposing that Cityfront will offer $23.00 per
Share. As of this date, we want you to be aware of the following
information:
- - - - - The Newsweb Merger is the only proposal that has been recommended
by the Trustees of the Trust and is presently pending for approval
by the Shareholders.
- - - - - The Trust is continuing to recommend to the Shareholders that
they vote in favor of the Newsweb Merger.
- - - - - Newsweb has not received from the Trust a notice of a Superior
Proposal which is required to be delivered under the Merger
Agreement in order for the Trustees to withdraw or modify its
recommendation in favor of the Newsweb Merger.
- - - - - Although Cityfront has indicated it would pay a higher price for
the shares, to our knowledge, it has not provided adequate
information to establish that it has the financial ability to fund
its $23 proposal.
- - - - - As stated by the Trust in its December 10, 1996 press release,
which we reproduce in its entirety below:
"There can be no assurance that any negotiations with Cityfront
Center, L.L.C. will result in a definitive agreement between
Cityfront Center, L.L.C. and the Trust."
The Newsweb Merger is still being recommended by the Trustees of
the Trust. There has been no Superior Proposal presented to the
Trust or to the Shareholders. Consequently, we urge you to vote in
favor of the Newsweb Merger so that you can receive $21.00 cash per
Share upon approval of the Newsweb Merger. If you fail to vote in
favor of the Newsweb Merger, it may not receive sufficient votes
and therefore you will be not able to receive from Newsweb $21.00
cash per each Share of the Trust you own. If a Superior Proposal
is in fact received, recommended and declared legal, you can easily
revoke your proxy and not vote in favor of the Newsweb Merger by
following the directions described below.
What the Trust Has Said
On November 27, 1996, Newsweb was advised that the Trust had
received a proposal from Cityfront to acquire all of the Shares for
$22.00 per Share. On November 29, 1996, the Trust issued the
following press release:
FOR: THE CHICAGO DOCK AND CANAL TRUST
455 East Illinois Street
Chicago, Illinois 60611
312/467-1870
Contact: David R. Tinkham
For Immediate Release
THE CHICAGO DOCK AND CANAL TRUST (NASDAQ/DOCKS)
ANNOUNCES RECEIPT OF ACQUISITION PROPOSAL FROM
CITYFRONT CENTER, L.L.C.
CHICAGO, November 29, 1996 -- The Chicago Dock and Canal Trust (the
"Trust") (NASDAQ/DOCKS) announced today that it has received an
unsolicited proposal from Cityfront Center, L.L.C. to acquire all
of the issued and outstanding shares of beneficial interest in the
Trust for $22.00 per share in cash. The Trust is currently a party
to an agreement and plan of merger dated September 27, 1996 with
Newsweb Corporation and CDCT Acquisition Trust, an affiliate of
Newsweb Corporation, providing for the acquisition of the Trust's
shares at a price of $21.00 per share. The Trust has previously
called a special meeting of its shareholders for January 9, 1997 to
vote on the proposed merger with Newsweb Corporation. The proposal
received from Cityfront Center, L.L.C. indicates that it is the
intention of Cityfront Center, L.L.C. to offer the Trust's
shareholders "an offer that is identical to the September 27, 1996
agreement with Newsweb Corporation and CDCT Acquisition Trust, with
the exception of increasing the per share price paid to
shareholders from $21.00 to $22.00." Cityfront Center, L.L.C. has
indicated that it is an affiliate of MCL Chicago Homes, Inc.
The Board of Trustees of the Trust has determined that, in order to
comply with its fiduciary duties to the Trust's shareholders under
applicable law, the Trust, consistent with its rights under the
merger agreement with Newsweb Corporation, will seek to meet with
representatives of Cityfront Center L.L.C. regarding the Cityfront
Center, L.L.C. proposal. Under the merger agreement with Newsweb
Corporation, the Trust has the right, in certain circumstances, to
approve or recommend a "Superior Proposal" or terminate the merger
agreement with Newsweb Corporation. Any such action by the Trust
is subject to compliance by the Trust with the provisions of the
merger agreement with Newsweb Corporation.
There can be no assurance that any discussions or negotiations with
Cityfront Center, L.L.C. will occur or result in a definitive
agreement between Cityfront Center, L.L.C. and the Trust.
The Chicago Dock and Canal Trust is a real estate investment trust
engaged primarily in the business of acquiring and holding real
estate and interests in real estate for investment. Formed in
1962, the Trust is a successor to The Chicago Dock and Canal
Company which was founded in 1857 by Chicago's first mayor, William
Ogden. The Chicago Dock and Canal Trust is traded on NASDAQ under
the trading symbol DOCKS.
On December 9, 1996, Newsweb was advised that Cityfront had amended
its November 27, 1996 proposal to, among other things, increase its
per Share offer price to $23.00. On December 10, 1996, the Trust
made the following press release:
Contact: Pat Higgins
Contact: David R. Tinkham
For Immediate Release
THE CHICAGO DOCK AND CANAL TRUST (NASDAQ/DOCKS)
ANNOUNCES RECEIPT OF REVISED ACQUISITION PROPOSAL
FROM CITYFRONT CENTER, L.L.C.
CHICAGO, December 10, 1996 -- The Chicago Dock and Canal Trust (the
"Trust") (NASDAQ/DOCKS) announced today that it has received a
revised proposal from Cityfront Center, L.L.C. to acquire all of
the issued and outstanding shares of beneficial interest in the
Trust for $23.00 per share in cash. The revised offer amends
Cityfront Center L.L.C.'s previously submitted unsolicited proposal
to acquire the shares of the Trust for $22.00 per share in cash.
The Trust is currently a party to an agreement and plan of merger
dated September 27, 1996 with Newsweb Corporation and CDCT
Acquisition Trust, an affiliate of Newsweb Corporation, providing
for the acquisition of the Trust's shares at a price of $21.00 per
share. The Trust has previously called a special meeting of its
shareholders for January 9, 1997 to vote on the proposed merger
with Newsweb Corporation. Cityfront Center, L.L.C. has indicated
that it is an affiliate of MCL Chicago Homes, Inc.
The Board of Trustees of the Trust has determined that, in order to
comply with its fiduciary duties to the Trust's shareholders under
applicable law, the Trust, consistent with its rights under the
merger agreement with Newsweb Corporation, will continue to
evaluate the Cityfront Center, L.L.C. proposal, including the
availability of definitive financing for the proposal, and hold
discussions with representatives of Cityfront Center, L.L.C.
regarding the proposal. Under the merger agreement with Newsweb
Corporation, the Trust has the right, in certain circumstances, to
approve or recommend a "Superior Proposal" or terminate the merger
agreement with Newsweb Corporation. Any such action by the Trust
is subject to compliance by the Trust with the provisions of the
merger agreement with Newsweb Corporation.
There can be no assurance that any negotiations with Cityfront
Center, L.L.C. will result in a definitive agreement between
Cityfront Center, L.L.C. and the Trust. The Cityfront Center,
L.L.C. offer is the subject of certain litigation filed by Newsweb
Corporation against Cityfront Center, L.L.C. and certain related
parties.
The Chicago Dock and Canal Trust is a real estate investment trust
engaged primarily in the business of acquiring and holding real
estate and interests in real estate for investment. Formed in
1962, the Trust is a successor to The Chicago Dock and Canal
Company which was founded in 1857 by Chicago's first mayor, William
Ogden. The Chicago Dock and Canal Trust is traded on NASDAQ under
the trading symbol DOCKS.
Newsweb Litigation
On December 6, 1996, Newsweb filed a Verified Complaint for
Injunctive Relief and Damages (the "Complaint") against Cityfront
and related entities. The Complaint is an action to halt
Cityfront's alleged unlawful interference with the Merger
Agreement. In particular, Newsweb alleges that the proposal
submitted by Cityfront for acquiring the Trust after Newsweb was
declared the successful bidder in the auction for the Trust and had
entered into the Merger Agreement has damaged and will continue to
damage Newsweb. Newsweb seeks relief based on tortious
interference with contractual relations, tortious interference with
prospective business advantage and equitable estoppel. On December
12, 1996, Newsweb amended the Complaint to add the Trust and the
members of the Board of Trustees as defendants and to enjoin
breaches of the Merger Agreement by them. On December 10, 1996,
the presiding judge in the action scheduled a hearing on Newsweb's
motion for a preliminary injunction for December 19-20, 1996.
VOTING YOUR SHARES
Whether or not you plan to attend the Special Meeting, we urge you
to vote FOR the Merger Proposal and the Trust Amendment (as defined
in the Trust Proxy) by so indicating on the enclosed GOLD proxy and
immediately mailing the GOLD proxy in the enclosed envelope. You
may do this even if you have already sent in a different proxy card
solicited by the Board of Trustees of the Trust. It is the last
dated proxy that counts.
The GOLD proxy provided herein is revocable. You may revoke your
proxy at any time prior to its exercise by attending the Special
Meeting and voting in person (although attendance at the Special
Meeting will not in and of itself constitute revocation of the
proxy), by giving oral notice of termination of such proxy at the
Special Meeting, or by delivering a written notice of revocation or
a duly executed proxy relating to the matters to be considered at
the Special Meeting and bearing a later date to the Trust at 455
East Illinois Street, Suite 565, Chicago, Illinois 60611. Unless
revoked in the manner set forth above, proxies in the form enclosed
will be voted at the Special Meeting in accordance with your
instructions.
YOUR VOTE IS IMPORTANT!!
PLEASE SIGN, DATE AND RETURN THE GOLD PROXY TODAY.
REQUIRED VOTE
Approval of the Merger Proposal and the Trust Amendment will
require the affirmative vote of the holders of not less than two-
thirds of the outstanding Shares entitled to vote thereon. Because
the required vote of the Shareholders on the Merger Proposal and
the Trust Amendment is based upon the total number of outstanding
Shares, the failure to submit a proxy card (or to vote in person at
the Special Meeting) or the abstention from voting by a Shareholder
(including broker non-votes) will have the same effect as an
"AGAINST" vote with respect to approval and adoption of the Merger
Proposal and the Trust Amendment.
SOLICITATION OF PROXIES
Newsweb will bear the costs of soliciting proxies from
Shareholders. In addition to soliciting proxies by mail, the
directors, officers, employees and agents of Newsweb, without
receiving additional compensation therefor, may solicit proxies,
which may be in writing, facsimile or other electronic form, from
Shareholders by telephone, telegram, mailgram, datagram, letter,
facsimile or in person. Arrangements also will be made with
brokerage firms and other custodians, nominees and fiduciaries to
forward solicitation materials to the beneficial owners of Shares
held of record by such persons, and Newsweb will reimburse such
brokerage firms, custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses incurred by them in connection
therewith. Newsweb has retained MacKenzie Partners, Inc.
("MacKenzie") to aid in the solicitation of proxies and has agreed
to indemnify MacKenzie against certain liabilities, including
liabilities under the federal securities laws. MacKenzie's fee for
solicitation of the proxies will be $ plus reimbursement
for out-of-pocket costs and expenses.
ADDITIONAL INFORMATION
If you have any questions or require any additional information in
connection with this Proxy Statement, please contact MacKenzie at
the address and telephone number set forth below. If your Shares
are held in the name of a brokerage firm or bank nominee or other
institution, only they can vote your Shares. Accordingly, please
contact the person responsible for your account and give
instructions for your Shares.
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
800-322-2885
(212) 929-5500 (Collect)
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Newsweb will provide without charge to any person to whom this
Proxy Statement is delivered, or on the written or oral request of
such person and by first class mail or other equally prompt means
within one business day of receipt of such request, a copy of any
of or all the foregoing documents incorporated by reference (other
than exhibits not specifically incorporated by reference into the
texts of such documents). Requests for such documents should be
directed to MacKenzie Partners, Inc. on behalf of Newsweb
Corporation.
OTHER MATTERS
Newsweb is not aware of any business which will be presented at the
Special Meeting other than those matters set forth herein. If any
other matters are properly presented at the Special Meeting for
action, it is intended that the persons named in the accompanying
proxy and acting thereunder will vote in accordance with their best
judgment on such matters.
NEWSWEB CORPORATION
PRELIMINARY COPY DATED DECEMBER 17, 1996
THE CHICAGO DOCK & CANAL TRUST
455 East Illinois Street
Suite 565
Chicago, Illinois 60611
This Proxy is being solicited on behalf of Newsweb Corporation for
the Special Meeting of Shareholders of The Chicago Dock and Canal
Trust to be held on January 9, 1997
Fred Eychaner and Charles F. Gross, or either of them, hereby are
appointed proxy and each is authorized to vote, as hereinafter
specified, all Common Shares of beneficial interest, without par
value, that the undersigned is entitled to vote at the Special
Meeting of Shareholders of The Chicago Dock and Canal Trust (the
"Trust"), to be held at 10:00 A.M., Chicago time, on January 9,
1997, at the Sheraton Chicago Hotel & Towers, 301 East North Water
Street, Superior Room, Chicago, Illinois, or at any adjournment
thereof.
Please mark, date and sign this proxy and return it promptly in the
accompanying business reply envelope.
THIS PROXY, IF SIGNED AND RETURNED, WILL BE VOTED AS SPECIFIED ON
THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, YOUR SHARES WILL BE
VOTED FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND THE
MERGER (COLLECTIVELY "THE MERGER PROPOSAL") AND THE TRUST
AMENDMENT.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
NEWSWEB CORPORATION RECOMMENDS A VOTE FOR THE PROPOSALS TO
APPROVE
AND ADOPT THE MERGER PROPOSAL AND THE TRUST AMENDMENT.
(1) Approve and adopt the Agreement and Plan of Merger, dated as of
September 27, 1996 (the "Merger Agreement") as described in the
Trust Proxy Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(2) Approve and Adopt the Certificate of Amendment of Declaration
of Trust of The Chicago Dock and Canal Trust.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The proxies named herein will have discretion to vote upon such
other matters as may properly come before the Special Meeting.
The undersigned acknowledges receipt of the Notice of Special
Meeting of Shareholders to be held on January 9, 1997 and the
related Proxy Statement of the Trust dated November 14, 1996 and
Proxy Statement of Newsweb dated December , 1996.
PLEASE SIGN BELOW EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS
SHOULD EACH SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
IF SIGNING IN THE NAME OF A CORPORATION OR PARTNERSHIP,
PLEASE SIGN FULL CORPORATE OR PARTNERSHIP NAME AND INDICATE TITLE
OF AUTHORIZED SIGNATORY.
- - - - --------------------------
Signature
- - - - --------------------------
Date
- - - - --------------------------
Signature
- - - - --------------------------
Date
