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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
Urban Shopping Centers, Inc.
(Name of Subject Company)
Urban Shopping Centers, Inc.
(Name of Person(s) Filing Statement)
Common Stock, $.01 par value per share
(including the associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
917060 10 5
(CUSIP Number of Class of Securities)
Matthew S. Dominski
Urban Shopping Centers, Inc.
900 North Michigan Avenue, Suite 1500
Chicago, Illinois 60611
(312) 915-2000
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of the person(s) filing statement)
With copies to:
Edward J. Schneidman Steven J. Gavin
Mayer, Brown & Platt Winston & Strawn
190 South LaSalle Street 35 West Wacker Drive
Chicago, Illinois 60603 Chicago, Illinois 60601
(312) 782-0600 (312) 558-5600
/X/ Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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Dear Fellow Employees:
This evening we announced that Urban has entered into an agreement
to merge our company with Rodamco North America ("RNA"), a leading U.S.
regional mall property company based in the Netherlands. Attached you will
find a press release which describes the transaction in more detail. Should
you have any difficulty opening the file, the press release is also listed on
Urban's website at www.urbanshoppingcenters.com.
We are very excited about this combination for a number of reasons.
First, the new company will be headquartered in Chicago and we expect
Urban's employees to continue with the new company in much the same
capacities as before. Second, we are bringing together two companies with
superb property portfolios. Like Urban, RNA has a very strong portfolio of
high quality, dominant regional malls and is focused on expanding that
strength. The new Company will be twice the size of Urban, a market leader
with an impressive portfolio of landmark properties and one of the industry's
highest levels of sales per square foot. This is truly a winning
combination. Third, the newly combined company creates tremendous
opportunities for Urban employees, not only to participate in the growth of
the new Company, but also in the need for Urban's services. Unlike Urban,
RNA has only a few(approximately 20) employees in the U.S. and previously
outsourced both its property management functions and much of its back office
work. Therefore, we expect Urban Retail Properties Co. will take over RNA's
previously outsourced functions, including property management and leasing at
some of RNA's wholly-owned properties.
Fourth, since our strategies are so similar and there is virtually
no overlap in our operations, we strongly believe the two organizations will
mesh very easily and create a combined company that is far more capable than
either firm was individually. Finally, we feel the $48 price per share
represents an attractive value for our current shareholders and provides our
investors with a strong total return. This is especially gratifying since
many of our employees are shareholders, too. Previously, the highest our
stock has ever traded was $37 per share.
To answer any questions you may have, we have scheduled a meeting
for this Wednesday, September 27th at 9 am Chicago time in the Grand Ballroom
of the Chicago Four Seasons Hotel at 900 North Michigan Ave. All employees
are welcome to attend. (Obviously, it is important for all mall-based
employees to coordinate with their property managers so that we have coverage
where needed). For those employees in remote locations who cannot attend but
would like to listen in, we have arranged a conference call. The toll free
call-in number is 800-297-9150. If you are unable to attend the live
call, we have also set up replay call that will be available for 30 days. The
toll free call-in number for the replay is 888-266-2081 and the passcode is
4636119.
In the meantime, you may get calls from our partners, tenants,
third party management clients, lenders and in many cases the press. It is
very important that you refer all inquiries by the media and investors
directly to Matt Dominski, Jim Lyman or me.
Thank you and we look forward to talking with you Wednesday morning.
