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): October 1, 1999
URBAN SHOPPING CENTERS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 1-12278 36-3886885
- ------------------- -------------- --------------------
(State of incorpor- (Commission (IRS Employer
ation) File Number) Identification No.)
900 North Michigan Avenue,
Suite 1500
Chicago, Illinois 60611
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 915-2000
-------------------------------------------------------------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
Urban Shopping Centers, Inc. ("Urban") announced that, through a
partnership in which it owns a two-thirds interest, it has contracted to
acquire the approximately 1.6 million square foot retail component of the
Houston Galleria (the "Galleria"), a mixed use development in Houston,
Texas. The acquisition is subject to customary closing conditions and is
currently expected to close by November of this year. The aggregate
consideration to be paid for the property and related assets, which include
an adjacent fourteen-acre development site and an adjacent strip shopping
center of approximately 104,000 square feet, is approximately $376.1
million of which a portion is expected to be financed by a $225.0 million
first mortgage loan. Urban's share of the purchase price, loan proceeds
and equity will be approximately $250.7 million, $150.0 million and $100.7
million, respectively. Urban's equity investment will be funded, in part,
from proceeds of the sale on October 1, 1999 of $85.0 million of Series D
Cumulative Redeemable Preferred Partnership Units ("Preferred Units") by
its operating partnership, Urban Shopping Centers, L.P. The Preferred
Units are entitled to distributions at a rate of 9.45% per annum.
The other one-third partnership interest in the retail component will
be owned by institutional funds advised by Walton Street Capital, L.L.C.
("Walton Street"), of which Neil Bluhm serves as one of the principals.
Mr. Bluhm is a director and significant stockholder of Urban. Walton
Street funds have also contracted to acquire the remaining portions of the
Galleria, comprised of three office towers aggregating 1.1 million square
feet and two hotels aggregating 891 rooms, and the purchase of the retail
component is conditioned on the closing of the office and hotel components.
The foregoing transactions are further described in the press release
filed as an Exhibit hereto which is incorporated herein by reference.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DOCUMENT DESCRIPTION
----------- --------------------
99.1 Press Release dated October 4, 1999 by
Urban Shopping Centers, Inc.
<PAGE>
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: October 4, 1999
EXHIBIT 99.1
- ------------
NEWS RELEASE
AT URBAN SHOPPING CENTERS, INC.: AT FRB:
- ------------------------------- ------
Adam Metz Michael Goldberg Bill Murphy
Chief Financial Officer Senior Vice President
900 N. Michigan Ave., 900 N. Michigan Ave., 875 N. Michigan Avenue
#1500 #1500
Chicago, IL 60611 Chicago, IL 60611 Chicago, IL 60611
(312) 915-3568 (312) 915-2811 (312) 266-7800
FOR IMMEDIATE RELEASE
URBAN SHOPPING CENTERS, INC.
TO ACQUIRE INTEREST IN HOUSTON GALLERIA
--------------------
COMPANY ANNOUNCES PRIVATE PLACEMENT
OF $85 MILLION OF PERPETUAL PREFERRED UNITS
CHICAGO, OCTOBER 4, 1999 -- Urban Shopping Centers, Inc. (NYSE: URB)
announced today that, through a partnership owned two-thirds by Urban and
one-third by institutional funds advised by Walton Street Capital, L.L.C.,
it has contracted to acquire the approximate 1.6 million square foot retail
component of the Houston Galleria, a mixed use development in Houston,
Texas. The acquisition is expected to be completed by November of this
year.
The retail portion of the Houston Galleria consists of several
components. Galleria I is a three-level enclosed regional mall comprised
of 439,387 square feet of mall shop space and a 200,000 square foot Neiman
Marcus store that opened in 1970. In 1977, the mall was expanded with the
addition of Galleria II, which is comprised of 314,270 square feet of small
shop space and a 135,484 square foot Lord & Taylor store. In 1986, Macy's
opened a 232,600 square foot department store as part of Galleria III,
which also includes 95,465 square feet of small shop space on two levels.
A fourth anchor, Saks Fifth Avenue, operates a 185,532 square foot store
between Gallerias II and III. Total sales at the property in 1998 were in
excess of $625 million.
The project also includes an ice skating rink, food court, an
adjacent strip shopping center of approximately 104,000 square feet and an
adjacent fourteen acre development site. Current plans call for a
development of up to 750,000 square feet of new retail space which includes
up to two new anchor department stores.
In addition to the retail component, the project is comprised of
three office towers totaling 1.1 million square feet of space and two
Westin hotels aggregating 891 rooms. The office and hotel portions of
Houston Galleria are to be acquired by Walton Street Capital, L.L.C.
- More -
<PAGE>
URBAN SHOPPING CENTERS
ADD 1
The company also announced that its operating partnership, Urban
Shopping Centers, L.P., on October 1 completed a private sale of $85
million of Series D Cumulative Redeemable Preferred Partnership Units. The
Preferred Units are entitled to distributions at a rate of 9.45% per annum.
Proceeds from the offering will be used to fund a portion of the
acquisition of the interest in Houston Galleria.
The Preferred Units, which may be called by Urban Shopping Centers at
par on or after October 1, 2004, have no stated maturity or mandatory
redemption and are not convertible into any other securities of the
operating partnership.
The Preferred Units were privately placed with institutional
investors. Merrill Lynch & Co. acted as exclusive placement agent.
SAFE HARBOR STATEMENT. Certain statements set forth herein or incorporated
by reference herein from the company's filings under the Securities
Exchange Act of 1934, as amended, contain forward-looking statements,
including, without limitation, statements relating to the timing and
anticipated capital expenditures of the company's development programs and
acquisitions. Although the company believes that the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, the actual results may differ materially from those set forth
in the forward-looking statements. Certain factors that might cause such
differences include general economic conditions, local real estate
conditions, construction delays due to the unavailability of construction
materials, weather conditions or other delays beyond the control of the
company. Consequently, such forward-looking statements should be regarded
solely as reflections of the company's current operating, development and
acquisition plans and estimates. These plans and estimates are subject to
revision from time to time as additional information becomes available, and
actual results may differ from those indicated in the referenced
statements.
Urban Shopping Centers, Inc., a self-administered real estate
investment trust (REIT), is in the business of owning, acquiring, managing,
leasing, developing and redeveloping super-regional and regional malls.
The company opened Brandon TownCenter in Tampa, Florida in 1995, Wolfchase
Galleria in Memphis, Tennessee in February 1997 and a second Tampa-area
mall, Citrus Park Town Center, in March 1999. Urban Shopping Centers, Inc.
owns interests in several of the premier shopping centers in the United
States including Oakbrook Center (Oak Brook, Illinois), Century City
Shopping Center & Marketplace (Los Angeles, California), Water Tower Place
(Chicago, Illinois), Old Orchard Center (Skokie, Illinois), Copley Place
(Boston, Massachusetts) and San Francisco Shopping Centre (San Francisco,
California), as well as in Urban Retail Properties Co., its property
management, leasing and development affiliate. Urban Retail Properties Co.
is one of the nation's largest retail property managers, managing more than
50 million square feet of space in 23 states and the District of Columbia.
TO RECEIVE URBAN SHOPPING CENTERS' LATEST NEWS RELEASE AND OTHER CORPORATE
DOCUMENTS, FREE OF CHARGE VIA FAX, SIMPLY DIAL 1-800-PRO-INFO.
USE COMPANY CODE 026
