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October 2, 2000
Dear Fellow Stockholder:
As you are probably aware, on September 25, 2000, Urban Shopping
Centers, Inc. entered into an agreement and plan of merger with Rodamco North
America N.V., Hexalon Real Estate, Inc., Head Acquisition L.P., Head Acquisition
Corp. and Urban Shopping Centers L.P., providing for the acquisition of all of
the outstanding shares of Urban Shopping Centers' common stock and unit voting
common stock (including the associated preferred stock purchase rights),
Series A Cumulative Convertible Redeemable Preferred Stock and Series B
Cumulative Convertible Redeemable Preferred Stock not already owned by Head
Acquisition L.P. and its affiliates at $48.00 per share, net to the seller in
cash (less any withholding taxes), without interest thereon.
Head Acquisition L.P. has today commenced a cash tender offer for all such
outstanding shares of Urban Shopping Centers' stock at a price of $48.00 per
share, net to the seller in cash (less any withholding taxes), without interest
thereon. The merger agreement provides that, following the tender offer, either
Head Acquisition L.P. or Head Acquisition Corp. will merge with Urban Shopping
Centers with Head Acquisition L.P. ultimately being the surviving entity and any
remaining shares of common stock, unit voting stock, Series A Preferred Stock or
Series B Preferred Stock, other than those owned by Head Acquisition L.P. and
its affiliates will be converted into the right to receive $48.00 per share in
cash, without interest.
YOUR BOARD OF DIRECTORS, BY UNANIMOUS VOTE, (I) HAS DETERMINED THAT THE
MERGER AGREEMENT, THE TENDER OFFER, THE MERGER AND THE OTHER TRANSACTIONS
CONTEMPLATED THEREBY, TAKEN TOGETHER, ARE FAIR TO, ADVISABLE AND IN THE BEST
INTERESTS OF URBAN SHOPPING CENTERS AND ITS STOCKHOLDERS AND (II) RECOMMENDS
ACCEPTANCE AND APPROVAL BY THE HOLDERS OF COMMON STOCK AND UNIT VOTING STOCK OF
THE MERGER AGREEMENT, THE OFFER, THE MERGER AND THE OTHER TRANSACTIONS
CONTEMPLATED THEREBY.
In arriving at its recommendation, the Board gave careful consideration to
(i) the recommendation of a Special Committee comprised of the disinterested
directors of Urban Shopping Centers that the Board of Directors approve these
transactions and (ii) the other factors described in the enclosed tender offer
materials and Urban Shopping Centers' Solicitation/Recommendation Statement on
Schedule 14D-9. Included as Annex A to the Schedule 14D-9 is the written
opinion, dated September 25, 2000 of Morgan Stanley & Co. Incorporated, the
Special Committee's financial advisor, to the effect that, as of that date and
based upon the assumptions and qualifications set forth in the opinion, the
consideration to be received by holders of Urban Shopping Centers' common stock,
unit voting stock, Series A Preferred Stock and Series B Preferred Stock, in the
aggregate, pursuant to the Merger Agreement was fair from a financial point of
view to such holders (other than Hexalon Real Estate, Inc. and its affiliates).
Enclosed for your consideration are copies of the tender offer materials and
Urban Shopping Centers' Solicitation/Recommendation Statement on
Schedule 14D-9, which are being filed today with the Securities and Exchange
Commission. These documents should be read carefully.
Sincerely,
[SIGNATURE]
Matthew S. Dominski
Chief Executive Officer
