DEFA14A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy / / Confidential, For Use of the
Statement Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy
Statement
/x/ Definitive
Additional Materials
/ / Soliciting Material
Pursuant to Rule 14a-
11(c) or Rule 14a-12
SHOPCO REGIONAL MALLS, L.P.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee:
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(c)(2) (set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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Shopco Regional Malls, L.P.
3 World Financial Center, 29th Floor
New York, New York 10285-2900
February 14, 2000
IMPORTANT REMINDER
To the Limited Partners of
Shopco Regional Malls, L.P.:
On February 2, we sent you a proxy statement and proxy card for use at a
special meeting of shareholders of Shopco Regional Malls, L.P. (the
"Partnership") to be held on Tuesday, February 29, 2000 at 9 a.m. Eastern
Time. We are asking the limited partners of the Partnership to approve the
sale of the Partnership's remaining property, Cranberry Mall, and the
subsequent dissolution of the Partnership on the terms in the previously
mailed proxy statement.
The General Partner recommends that the limited partners vote "FOR" the sale.
No matter how many or how few units you hold, your vote is very important.
If the sale is not consummated, there can be no assurance that any future
disposition of Cranberry Mall will occur, or that the proceeds of such a sale
would be sufficient to pay down the outstanding mortgage on the property.
The outstanding principal of the current mortgage was due and payable on
April 1, 1999 and is in forbearance until April 1, 2000. Although the
General Partner intends to seek to have the mortgage extended and the terms
thereof modified or to otherwise refinance the mortgage, there can be no
assurances that such extension, modification or refinancing will be obtained,
or that the terms thereof will be favorable.
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For your convenience, we have enclosed a duplicate proxy form. Please return
it today, either in the enclosed postage paid envelope or by faxing it to
MacKenzie Partners, Inc., our proxy solicitor, at (212) 929-0308. Any
questions can be directed to Mackenzie Partners at (800) 322-2885.
Your participation in this vote is greatly appreciated.
Sincerely,
Michael T. Marron
President
Regional Malls Inc.
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<PAGE>
SHOPCO REGIONAL MALLS, L.P.
3 World Financial Center, 29th Floor
New York, New York 10285-2900
____________________
THIS PROXY IS SOLICITED ON BEHALF OF THE GENERAL PARTNER
____________________
The undersigned hereby appoints Michael T. Marron and Rocco F. Andriola,
and each of them, with full power of substitution, as attorneys, agents and
proxies to vote its limited partnership units on behalf of the undersigned at
the special meeting of the limited partners of Shopco Regional Malls, L.P.
called by Regional Malls Inc., the general partner of the partnership, to be
held at the offices of the partnership, 3 World Financial Center, 26th Floor,
New York, New York 10285-2900, on February 29, 2000 at 9 a.m., local time,
or any postponement or adjournment thereof, for the following purposes:
1. To consider the sale of Cranberry Mall owned by Shopco Malls L.P., and
the subsequent liquidation and dissolution of the partnership, in
accordance with the terms described in the proxy statement.
THE GENERAL PARTNER RECOMMENDS THE PROPOSED SALE.
APPROVE / / DISAPPROVE / /
2. Any other business that may properly come before the meeting.
This proxy, when properly executed and duly returned, will be voted in the
manner directed herein by the undersigned limited partner. If no direction
is made on this properly executed proxy, this proxy will be voted to APPROVE
the sale and subsequent liquidation of the partnership.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THE LABEL AFFIXED TO
THIS PROXY. WHEN UNITS ARE HELD BY JOINT TENANTS, WHEN SIGNING AS AN
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL
TITLE OF SUCH. IF A CORPORATION, PLEASE SIGN NAME BY AUTHORIZED OFFICER. IF
A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
Dated ___________________________ ____, 2000
Signature: __________________________________
Name: _______________________________________
Signature (if held jointly): ________________
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Please sign and date this blue proxy card and return it in the enclosed
postage prepaid envelope or fax it to 212-929-0308 by 5:00 p.m., Eastern
Time, on February 28, 2000 (unless such date and/or time is extended in the
sole discretion of the General Partners).
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The Proxy Solicitation Agent:
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
Call Toll Free (800) 322-2885
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