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November 18, 1997
U.S. Securities and Exchange Commission
Operations Center, Stop 0-7
6432 General Green Way
Alexandria, Virginia 22312
Re: Urban Shopping Centers, Inc.
Commission File No. 1-12278
Form 8-K
Gentlemen:
Transmitted, for the above-captioned registrant is the electronically filed
executed copy of registrant's current report on Form 8-K dated
November 14, 1997.
Thank you.
Very truly yours,
URBAN SHOPPING CENTERS, INC.
By: ADAM S. METZ
Executive Vice President, Chief Financial
Officer, Director of Acquisitions and
Chief Accounting Officer
ASM/go
Enclosures
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 1997
URBAN SHOPPING CENTERS, INC.
(Exact name of registrant as specified in its charter)
Maryland 1-12278 36-3886885
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
900 North Michigan Avenue,
Suite 1500 60611
Chicago, Illinois (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (312) 915-2000
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OF ASSETS
On November 14, 1997, Urban Shopping Centers, Inc. (Urban) acquired all
of the ownership interests in partnerships owning Fox Valley Center, Hawthorn
Center and four peripheral outlot properties from certain pension clients of
Heitman Capital Management. The aggregate purchase price for all six
properties was approximately $260 million.
Fox Valley Center is located approximately 32 miles west of Chicago in
the suburb of Aurora, Illinois. The 1.4 million square foot regional mall
opened in 1975 and was developed by a predecessor to Urban Shopping Centers,
Inc. Fox Valley Center is currently anchored by Marshall Field's, Carson
Pirie Scott, JCPenney and Sears. The center also includes more than 560,000
square feet of specialty shops and restaurants. The center was more than 85%
occupied and 88% leased at September 30, 1997.
Urban plans to renovate Fox Valley Center at a cost of approximately
$10-$12 million. The work will begin on the renovation after Christmas and
is expected to be completed by early 1999.
Hawthorn Center is located approximately 25 miles north of Chicago in
the suburb of Vernon Hills, Illinois. The 1.25 million square foot regional
mall opened in 1973 and was developed by a predecessor to Urban Shopping
Centers, Inc. Hawthorn Center is anchored by Marshall Field's, Carson Pirie
Scott, Sears and a 170,000 square foot JCPenney store which opened on
November 1, 1997. The center also includes more than 500,000 square feet of
specialty shops and restaurants. The center was approximately 85% occupied
and 87% leased at September 30, 1997.
Fox Valley Center and Hawthorn Center have combined total sales of
approximately $500 million and combined sales per square foot averaging
approximately $300.
A portion of the acquisitions was financed by two non-recourse, fixed
rate secured loans provided by Lehman Brothers. At Fox Valley Center, a
nine-year $85.5 million secured loan was entered into while at Hawthorn
Center, an eleven-year $77.9 million secured loan was entered into. Both
loans bear interest at 6.75%.
The balance of the acquisitions was funded through Urban's issuance on
November 13, 1997, of $100 million of cumulative convertible redeemable
preferred stock ("Preferred Stock"). Quarterly dividends on the Preferred
Stock are equal to the greater of (i) $0.50 per share or (ii) the quarterly
dividend then payable on the shares of Common Stock. The Preferred Stock
is convertible into Common Stock at the option of the holder, at a conversion
price of $33.34 per share anytime after August 1998. After six years the
Preferred Stock may be redeemed at the option of the Company for cash.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
URBAN SHOPPING CENTERS, INC.
By: ADAM S. METZ
Executive Vice President, Chief
Financial Officer, Treasurer,
Director of Acquisitions and Chief
Accounting Officer
Date: November 18, 1997
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The financial statements, pro forma financial information and exhibits
required by Item 7 of Form 8-K will be filed as an amendment to this Form 8-K
within 75 days of the date of this report.
