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): December 21, 1998
URBAN SHOPPING CENTERS, INC.
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(Exact name of registrant as specified in its charter)
Maryland 1-12278 36-3886885
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(State of incorpor- (Commission (IRS Employer
ation) File Number) Identification No.)
900 North Michigan Avenue,
Suite 1500
Chicago, Illinois 60611
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 915-2000
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 21, 1998, Urban Shopping Centers, Inc. ("Urban"), in
partnership with an unaffiliated institutional investor, acquired all of
the ownership interests in Woodland Hills Mall from certain institutional
clients of The RREEF Funds for a total acquisition price, before closing
credit and prorations, of $171.6 million. Of the $171.6 million, $110.0
million is attributed to real property value and the balance to intangible
values created by contractual rights, management and development rights,
administrative services and other matters. Urban holds a 50.0% interest in
the partnership.
Woodland Hills Mall is a 1.1 million square foot mall located in
Tulsa, Oklahoma. The mall opened in 1976, was expanded in 1982 and was
renovated in 1995. The renovation included the addition of skylights
throughout the mall, a new limestone/marble floor and other interior
improvements.
Woodland Hills Mall is currently anchored by Dillard's (274,000 square
feet), Foley's (153,000 square feet), JCPenney (126,000 square feet) and
Sears (156,000 square feet). Each anchor store has been renovated within
the last four years. The mall also contains more than 385,000 square feet
of specialty shops including Abercrombie & Fitch, Ann Taylor, Banana
Republic, baby Gap, The Disney Store, Eddie Bauer, Gap/Gap Kids, Godiva,
The Great Train Store, Gymboree, Nine West and Talbots. The mall has sales
per square foot in excess of $360 and occupancy of approximately 91%.
A portion of the acquisition was financed by a $90.0 million ten-year
non-recourse secured loan provided by Lehman Brothers bearing interest at a
fixed rate of 7.0%.
The balance of Urban's 50.0% interest will be funded through the
issuance of approximately $31.0 million of equity, approximately 144,000
operating partnership units to a private investor and approximately 774,000
shares of cumulative convertible redeemable preferred stock to Security
Capital Preferred Growth Incorporated. The preferred shares will pay
dividends equivalent to the greater of $.525 per share or the quarterly
dividend then payable on a common share. A share of preferred stock is
convertible into common stock on a one-to-one basis at a conversion price
of $32.32 per share. Urban has the right to redeem the preferred shares
after six years.
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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: December 21, 1998
