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As filed with the Securities and Exchange Commission on September 18, 1997
Registration No. 333-_______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
URBAN SHOPPING CENTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
MARYLAND
(State of Incorporation)
36-3886885
(I.R.S. Employer Identification No.)
900 NORTH MICHIGAN AVENUE, SUITE 1500, CHICAGO, ILLINOIS 60611
(Address of Principal Executive Offices) (Zip Code)
URBAN SHOPPING CENTERS
1996 INCENTIVE UNIT PROGRAM
(Full Title of the Plan)
MATTHEW S. DOMINSKI
900 NORTH MICHIGAN AVENUE
SUITE 1500
CHICAGO, ILLINOIS 60611
(Name and Address of Agent for Service)
(312) 915-2000
(Telephone Number, including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to Be Offering Price Per Aggregate Offering Amount of
to Be Registered Registered(1) Share(2) Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 525,000 Shares $31.50 $16,537,500 $5,012
==========================================================================================================================
</TABLE>
(1) Also registered hereby are an indeterminate number of additional shares
that may become issuable pursuant to the anti-dilution provisions of
the plan.
(2) In accordance with Rule 457(h)(1), the offering price was computed upon
the basis of the average of the high and low sale prices of the shares
reported on the New York Stock Exchange on September 12, 1997, which
was $31.50.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in clauses (1) through (3) below are incorporated
by reference in this Registration Statement; and all documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997; and
(c) The description of the Registrant's common stock, par value
$.01 per share, included in the registrant's Registration
Statement on Form 8-A.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Maryland law permits a Maryland corporation to include in its charter a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages except for liability
resulting from (i) actual receipt of an improper benefit or profit in money,
property or services or (ii) active and deliberate dishonesty established by a
final judgment as being material to the cause of action. The Registrant's
Charter contains such a provision which eliminates such liability to the maximum
extent permitted by Maryland law.
The Registrant's directors and officers are and will be indemnified
under the Registrant's Charter against certain liabilities. The Registrant's
Charter requires it to indemnify its directors and officers, among others,
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their services in those or other capacities unless it
is established that the act or omission of the director or officer was material
to the matter giving rise to the proceeding and was committed in bad faith or
was the result of active and deliberate dishonesty, or the director or officer
actually received an improper personal benefit, or, in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.
The partnership agreement of Urban Shopping Centers, L.P. also provides
for indemnification of the Registrant and its directors and officers to the same
extent indemnification is provided to directors and officers of the Registrant
under the Registrant's Charter, and limits the liability of the Registrant and
its directors and officers to Urban Shopping Centers, L.P. and its partners to
the same extent the liability of the directors and officers of the Registrant to
the Registrant and its stockholders is limited under the Registrant's Charter.
Maryland law requires a corporation (unless its charter provides
otherwise, which the Registrant's Charter does not) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense of
any proceeding to which he or she is made a party by reason of his or her
service in that capacity. Maryland law permits a corporation to indemnify its
present and former directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (i) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and
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(a) was committed in bad faith or (b) was the result of active and deliberate
dishonesty, (ii) the director or officer actually received an improper personal
benefit in money, property or services or (iii) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. However, a Maryland corporation may not indemnify for
an adverse judgment in a suit by or in the right of the corporation. Maryland
law permits the Registrant to advance reasonable expenses to a director or
officer upon the Registrant's receipt of (i) a written affirmation by the
director or officer of his or her good faith belief that he or she has met the
standard of conduct necessary for indemnification by the Registrant as
authorized by the Registrant's Charter and (ii) a written statement by or on his
or her behalf to repay the amount paid or reimbursed by the Registrant if it
shall ultimately be determined that the standard of conduct was not met.
ITEM 8. EXHIBITS.
4.1 Urban Shopping Centers 1996 Incentive Unit Program
4.2 Fourth Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-K
for the year ended December 31, 1994)
4.3 Second Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Form 10-K for the year
ended December 31, 1994)
5 Opinion of Mayer, Brown & Platt as to the legality of the securities
offered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Mayer, Brown & Platt (included in its opinion filed as
Exhibit 5)
24 Power of Attorney (included at page 4)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement;
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii)
do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Urban Shopping Centers,
Inc., a Maryland corporation, and each of the undersigned directors and officers
of Urban Shopping Centers, Inc., hereby constitutes and appoints Matthew S.
Dominski, Adam S. Metz and Michael G. Hilborn its, his or her true and lawful
attorneys-in-fact and agents, for it, him or her and in its, his or her name,
place and stead, in any and all capacities, with full power to act alone, to
sign any and all amendments to this Registration Statement, and any registration
statement to register additional securities pursuant to Rule 462 under the
Securities Act of 1933, and to file each such document with all exhibits
thereto, and any and all documents in connection therewith, with the Securities
and Exchange Commission, hereby granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform any and all acts
and things requisite or necessary to be done in and about the premises, as fully
and to all intents and purposes as it, he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on September 17, 1997.
URBAN SHOPPING CENTERS, INC.
By: /s/ Michael G. Hilborn
Michael G. Hilborn
Senior Vice President and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Matthew S. Dominski President, Chief Executive Officer and September 17, 1997
- -------------------------------- Director (Principal Executive Officer)
Matthew S. Dominski
/s/ Adam S. Metz Executive Vice President and Chief September 17, 1997
- -------------------------------- Financial Officer (Principal Accounting
Adam S. Metz and Financial Officer)
/s/ Neil G. Bluhm Director September 17, 1997
- ---------------------------------
Neil G. Bluhm
/s/ Judd D. Malkin Director September 17, 1997
- ---------------------------------
Judd D. Malkin
/s/ James B. Digney Director September 17, 1997
- ---------------------------------
James B. Digney
Director
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Susan Getzendanner
/s/ John E. Neal Director September 17, 1997
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John E. Neal
/s/ Phillip B. Rooney Director September 17, 1997
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Phillip B. Rooney
/s/ John G. Schreiber Director September 17, 1997
- ---------------------------------
John G. Schreiber
/s/ Henry T. Segerstrom Director September 17, 1997
- ---------------------------------
Henry T. Segerstrom
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT DOCUMENT DESCRIPTION
4.1 Urban Shopping Centers 1996 Incentive Unit Program
4.2 Fourth Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-K
for the year ended December 31, 1994)
4.3 Second Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Form 10-K for the year
ended December 31, 1994)
5 Opinion of Mayer, Brown & Platt as to the legality of the securities
offered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Mayer, Brown & Platt (included in its opinion filed as
Exhibit 5)
24 Power of Attorney (included at page 4)
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Exhibit 5
September 18, 1997
The Board of Directors
Urban Shopping Centers, Inc.
900 North Michigan Avenue, Suite 1500
Chicago, Illinois 60611
Ladies and Gentlemen:
We have acted as special counsel to Urban Shopping Centers, Inc., a
Maryland corporation ("Urban"), in connection with the registration of 525,000
shares of Urban's common stock, par value $.01 per share (the "Shares"), to be
issued pursuant to the Urban Shopping Centers 1996 Incentive Unit Program (the
"Plan"), as more fully set forth in the Registration Statement on Form S-8 filed
by Urban with the Securities and Exchange Commission on the date hereof (the
"Registration Statement").
As special counsel to Urban, we have examined originals or copies
certified or otherwise identified to our satisfaction of the Plan, Urban's
Fourth Amended and Restated Articles of Incorporation, Urban's First Amended and
Restated By-laws, resolutions of Urban's Board of Directors, the Second Amended
and Restated Agreement of Limited Partnership of Urban Shopping Centers, L.P.
(the "Operating Partnership"), as amended (the "Partnership Agreement"), and
such Urban records, certificates and other documents and such questions of law
as we considered necessary or appropriate for the purpose of this opinion. As to
certain facts material to our opinion, we have relied, to the extent we deem
such reliance proper, upon certificates of public officials and officers of
Urban. In rendering such opinion, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to us
as copies.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with the terms of the Partnership Agreement
upon the conversion of units of limited partnership interest in the Operating
Partnership issued in accordance with the terms of the Plan, will be duly
authorized, legally issued, fully paid and nonassessable.
<PAGE> 2
The Board of Directors
Urban Shopping Centers, Inc.
September 18, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm in the Registration
Statement.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
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Exhibit 23.1
ACCOUNTANTS' CONSENT
The Board of Directors and Shareholders
Urban Shopping Centers, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Urban Shopping Centers, Inc. of our report dated January 24, 1997, except
as to note 11 which is as of February 10, 1997, relating to the consolidated
balance sheets of Urban Shopping Centers, Inc. as of December 31, 1996 and 1995,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1996, and related schedule, which reports appear in the December 31, 1996 annual
report on Form 10-K of Urban Shopping Centers, Inc.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
September 18, 1997
