<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Urban Shopping Centers, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
917060 10 5
(CUSIP Number of Class of Securities)
Gary A. Nickele
JMB Realty Corporation
900 North Michigan Avenue
Chicago, Illinois 60611
(312) 915-1977
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 25, 2000
(Date of Event which Requires Filing of this Statement)
<PAGE>
CUSIP NO. 917060 10 5
1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Center Partners, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,668,989
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 5,668,989
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,668,989
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 917060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
UIDC Holdings, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,540,245
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,267,800
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,540,245
PERSON WITH 10 SHARED DISPOSITIVE POWER
2,267,800
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,808,045
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 971060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Urban-Water Tower Associates
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,267,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,267,800
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,267,800
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 917060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Water Tower Associates - I, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,267,800
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
2,267,800
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,267,800
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 971060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JMB/Miami Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 289,748
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 289,748
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
289,748
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 971060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Miami Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 127,277
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 127,277
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,277
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 917060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JMB Properties Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 253,659
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 253,659
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253,659
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 917060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JMB RES Managers, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 253,659
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 253,659
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253,659
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 917060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Old Orchard Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,060,606
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,060,606
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,060,606
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 971060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JMB Realty Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,894,059
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,894,059
PERSON WITH 10 SHARED DISPOSITIVE POWER
</TABLE>
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,894,059
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.4%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 917060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1975 Judd D. Malkin Life Insurance Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,147,718
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
11,147,718
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 971060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Neil G. Bluhm
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,147,718
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
11,147,718
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 971060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Judd D. Malkin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
</TABLE>
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
This Amendment No. 1 (this "Amendment") is being filed to a Schedule 13D
dated October 14, 1993 and filed by Center Partners, Ltd., Urban-Water Tower
Associates, Water Tower Associates - I, L.P., Urban Investment & Development
Co., JMB/Miami Investors L.P., JMB Realty Corporation, the 1975 Judd D. Malkin
Life Insurance Trust, Island Holidays Ltd., Celtic Funding Corporation, Neil G.
Bluhm and Judd D. Malkin.
ITEM 1. SECURITY AND ISSUER
Shares of Common Stock, par value $.01 per share, of Urban Shopping
Centers, Inc. ("Urban"), 900 North Michigan Avenue, Suite 1500, Chicago,
Illinois 60611, including the associated preferred share purchase rights.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby supplemented and amended to eliminate Island Holidays,
Ltd., Celtic Funding Corporation and Urban Investment & Development Co. as
persons filing this Amendment and to add UIDC Holdings, L.P., Miami Associates,
L.P., JMB Properties Company, JMB RES Managers, Inc. and Old Orchard Limited
Partnership as persons filing this Amendment.
The persons listed in Numbers 1 through 5 below are persons
filing this statement. The persons listed in Numbers 6 through 9 below are
persons enumerated in Instruction C to this statement as general partners,
executive officers, directors and/or controlling persons filing this
statement.
1. (A) Name and Organization: UIDC Holdings, L.P., a Delaware limited
partnership;
(B) Principal Business: Real estate ownership, development,
management and leasing;
(C) Principal Office: 900 North Michigan Avenue, Chicago, IL
60611;
(D) UIDC Holdings, L.P. has not been convicted in a criminal
proceeding during the last five years;
(E) UIDC Holdings, L.P. has not been subject to a judgment, decree
or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such
laws during the last five years.
2. (A) Name and Organization: Miami Associates, L.P., an Illinois
limited partnership;
(B) Principal Business: Real estate ownership, development,
management and leasing;
(C) Principal Office: 900 North Michigan Avenue, Chicago, IL
60611;
(D) Miami Associates, L.P. has not been convicted in a criminal
proceeding during the last five years;
(E) Miami Associates, L.P. has not been subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect
to such laws during the last five years.
3. (A) Name and Organization: JMB Properties Company, an Illinois
general partnership;
(B) Principal Business: Real estate ownership, development,
management and leasing;
(C) Principal Office: 900 North Michigan Avenue, Chicago, IL
60611;
(D) JMB Properties Company has not been convicted in a criminal
proceeding during the last five years;
(E) JMB Properties Company has not been subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect
to such laws during the last five years.
4. (A) Name and Organization: JMB RES Managers, Inc., a Delaware
corporation;
(B) Principal Business: Real estate ownership, development,
management and leasing;
(C) Principal Office: 900 North Michigan Avenue, Chicago, IL
60611;
(D) JMB Properties Company has not been convicted in a criminal
proceeding during the last five years;
(E) JMB Properties Company has not been subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect
to such laws during the last five years.
5. (A) Name and Organization: Old Orchard Limited Partnership, an
Illinois limited partnership;
(B) Principal Business: Real estate ownership, development,
management and leasing;
(C) Principal Office: 900 North Michigan Avenue, Chicago, IL
60611;
(D) Old Orchard Limited Partnership has not been convicted in a
criminal proceeding during the last five years;
<PAGE>
(E) Old Orchard Limited Partnership has not been subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws during the last five years.
6. (A) Name and Organization: JMB Real Estate Services, L.P., a
Delaware limited liability company;
(B) Principal Business: Real estate ownership, development,
management and leasing;
(C) Principal Office: 900 North Michigan Avenue, Chicago, IL
60611;
(D) JMB Real Estate Services, L.P. has not been convicted in a
criminal proceeding during the last five years;
(E) JMB Real Estate Services, L.P. has not been subject to a
judgement, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to federal
or state securities laws of finding any violations with
respect to such laws during the last five years.
7. (A) Name and Organization: JMB Investment Holdings-I, Inc., a
Delaware corporation;
(B) Principal Business: Real estate ownership, development,
management and leasing;
(C) Principal Office: 900 North Michigan Avenue, Chicago, IL
60611;
(D) JMB Investment Holdings-I, Inc. has not been convicted in a
criminal proceeding during the last five years;
(E) JMB Investment Holdings-I, Inc. has not been subject to a
judgement, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to federal
or state securities laws of finding any violations with
respect to such laws during the last five years.
8. (A) Name and Organization: 900 Investment Management, L.P., a
Delaware limited partnership;
(B) Principal Business: Real estate ownership, development,
management and leasing;
(C) Principal Office: 900 North Michigan Avenue, Chicago, IL
60611;
(D) 900 Investment Management, L.P. has not been convicted in a
criminal proceeding during the last five years;
(E) 900 Investment Management, L.P. has not been subject to a
judgement, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to federal
or state securities laws of finding any violations with
respect to such laws during the last five years.
9. (A) Name and Organization: 900 Investment Management, Inc., a
Delaware corporation;
(F) Principal Business: Real estate ownership, development,
management and leasing;
(G) Principal Office: 900 North Michigan Avenue, Chicago, IL
60611;
(H) 900 Investment Management, Inc. has not been convicted in a
criminal proceeding during the last five years;
(I) 900 Investment Management, Inc. has not been subject to a
judgement, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to federal
or state securities laws of finding any violation with respect
to such laws during the last five years.
ITEM 4. PURPOSE OF TRANSACTION
The persons filing this statement who directly own securities acquired
the securities of Urban Shopping Centers, Inc. and Urban Shopping Centers, L.P.
primarily for investment. See Item 6 for a description of certain plans of the
filing persons relating to the Merger (as defined below) and related
transactions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
THE FOLLOWING INFORMATION IS FROM THE INITIAL SCHEDULE 13D FILING IN OCTOBER OF
1993. IT SHOULD BE UPDATED TO THE PRESENT AND SHOULD INCLUDE ALL OF THE PERSONS
WHO ARE NOW LISTED IN ITEM 2, EITHER IN THE INITIAL FILING ASSUMING THEY HAVE
NOT BEEN DELETED BY THIS FILING OR THROUGH THE ADDITION OF NEW PERSONS IN THIS
FILING. TO THE EXTENT THAT THIS INFORMATION HAS NOT CHANGED, IT CAN BE DELETED
FROM THE AMENDMENT.
(a) The following table sets forth the beneficial ownership of each
person named in Item 2. The number of shares of Common Stock beneficially owned
in total represents the number of shares of Common Stock the person beneficially
owns in addition to the number of shares of Common Stock into which Units or
shares of Unit Voting Stock beneficially owned by the person are exchangeable.
The number of shares of Common Stock beneficially owned through rights to
acquire represents the number of shares of Common Stock into which Units or
shares of Unit Voting Stock beneficially owned by the person are exchangeable.
The percentage of shares owned assumes, with respect to each person, that all
shares of Unit Voting Stock and Units beneficially owned by the person are
exchanged for shares of Common Stock and that none of the shares of Unit Voting
Stock or Units held by other persons are exchanged for shares of Common Stock.
The 1975 Judd D. Malkin Life Insurance Trust and Messrs. Neil G. Bluhm and Judd
D. Malkin disclaim beneficial ownership of any securities of Urban Shopping
Centers, Inc. or Urban Shopping Centers, L.P.
<TABLE>
<CAPTION>
Shares of
Shares of Common Stock
Common Stock Beneficially
Beneficially Owned (Rights Percent of
PERSON Owned (Total) To Acquire) All Shares
------ ------------- ----------- ----------
<S> <C> <C> <C>
Center Partners, Ltd. 5,668,989 4,259,738 25.7
UIDC Holdings, L.P. 4,808,045 4,521,206 21.6
Urban-Water Tower Associates 2,267,800 2,267,800 11.3
Water Tower Associates-I, L.P. 2,267,800 2,267,800 11.3
JMB/Miami Investors, L.P. 289,748 289,748 1.6
Miami Associates, L.P. 127,277 127,277 0.7
JMB Properties Company 253,659 253,659 1.4
JMB RES Managers, Inc. 253,659 253,659 1.4
Old Orchard Limited Partnership 1,060,606 1,060,606 5.6
JMB Realty Corporation 10,894,059 9,197,969 40.4
1975 Judd D. Malkin Life Insurance Trust 11,147,718 9,451,628 42.6
Neil G. Bluhm 11,147,718 9,451,628 42.6
Judd D. Malkin 0 0 0
JMB Real Estate Services, L.P. 253,659 253,659 1.4
JMB Investment Holdings-I, Inc., 417,025 417,025 2.3
900 Investment Management, L.P. 417,025 417,025 2.3
900 Investment Management, Inc. 417,025 417,025 2.3
H. Rigel Barber 7,000 0 *
Burton E. Glazov 0 0 0
Stuart C. Nathan 0 0 0
Gary A. Nickele 5,700 0 *
A. Lee Sacks 0 0 0
<PAGE>
John G. Schreiber 0 0 0
</TABLE>
* less than 0.1%
(b) The following table indicates, for each person listed in the above
table, the number of shares of Common Stock beneficially owned as to which there
is sole power to vote or to direct the vote, shared power to vote or to direct
the vote, sole power to dispose or to direct the disposition, or shared power to
vote or to direct the disposition. The paragraphs following the table further
explain the information in the table.
<TABLE>
<CAPTION>
Sole Shared Sole Shared
Voting Voting Dispositive Dispositive
Person Power Power Power Power
------ --------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Center Partners, Ltd. 5,668,989 0 5,668,989 0
UIDC Holdings, L.P. 2,540,245 2,267,800 2,540,245 2,267,800
Urban-Water Tower Associates 2,267,800 0 2,267,800 0
Water Tower Associates-I, L.P. 0 2,267,800 0 2,267,800
JMB/Miami Investors, L.P. 289,748 0 289,748 0
Miami Associates, L.P. 127,277 0 127,277 0
JMB Properties Company 253,659 0 253,659 0
JMB RES Managers, Inc. 253,659 0 253,659 0
Old Orchard Limited Partnership 1,060,606 0 1,060,606 0
JMB Realty Corporation 10,849,059 0 10,849,059 0
1975 Judd D. Malkin Life Insurance Trust 0 11,147,718 0 11,147,718
Neil G. Bluhm 0 11,147,718 0 11,147,718
Judd D. Malkin 0 0 0 0
JMB Real Estate Services, L.P. 253,659 0 253,659 0
JMB Investment Holdings-I, Inc., 417,025 0 417,025 0
900 Investment Management, L.P. 417,025 0 417,025 0
900 Investment Management, Inc. 417,025 0 417,025 0
H. Rigel Barber 7,000 0 7,000 0
Burton E. Glazov 0 0 0 0
Stuart C. Nathan 0 0 0 0
Gary A. Nickele 5,700 0 5,700 0
A. Lee Sacks 0 0 0 0
John G. Schreiber 0 0 0 0
</TABLE>
Center Partners, Ltd. owns 1,409,251 shares of Common Stock, 170,389
shares of Unit Voting Stock and 4,089,349 Units. Center Partners, Ltd. is a
limited partnership, the sole general partner of which is JMB Realty
Corporation.
Urban-Water Tower Associates owns 90,712 shares of Unit Voting Stock
and 2,177,088 Units. Urban-Water Tower Associates is a general partnership, the
general partners of which are UIDC Holdings, L.P. and Water Tower Associates-I,
L.P. JMB Realty Corporation is the sole general partner of UIDC Holdings, L.P.
and the sole general partner of Water Tower Associates-I, L.P.
Old Orchard Limited Partnership owns 42,424 shares of Unit Voting Stock
and 1,018,182 Units. Old Orchard Limited Partnership is a limited partnership,
the sole general partner of which is UIDC Holdings, L.P.
In addition to the shares of Unit Voting Stock and Units owned by
Urban-Water Tower Associates and Old Orchard Limited Partnership that UIDC
Holdings, L.P. beneficially owns, UIDC Holdings, L.P. directly owns 286,839
shares of Common Stock, 47,712 shares of Unit Voting Stock and 1,145,088 Units.
UIDC Holdings, L.P. is a limited partnership, the sole general partner of which
is JMB Realty Corporation.
<PAGE>
JMB/Miami Investors, L.P. owns 16,681 shares of Unit Voting Stock
and 273,067 Units. JMB Investment Holdings-I, Inc. is the general partner of
JMB/Miami Investors, L.P. JMB Investment Holdings-I, Inc. is wholly owned by
900 Investment Management, L.P. The sole general Partner of 900 Investment
Management, L.P. is 900 Investment Management Inc., which is wholly owned by
JMB Realty Corporation.
Miami Associates, L.P. owns 127,277 Units. Miami Associates, L.P. is
a limited partnership of which JMB Investment Holdings-I, Inc. is the general
partner.
JMB Properties Company owns 10,146 shares of Unit Voting Stock and
243,513 Units. JMB Properties Company is a general partnership the managing
partner of which is JMB RES Managers, Inc. The other general partner of JMB
Properties Company is JMB Real Estate Service, L.P., the sole general partner
of which is JMB RES Managers, Inc.
The 1975 Judd D. Malkin Life Insurance Trust, the co-trustees of
which are Judd D. Malkin, Stephen J. Malkin, Barry A. Malkin and Randy H.
Steinberg, may be deemed to beneficially own and share voting and dispositive
power with respect to the 10,894,059 shares of Common Stock beneficially
owned by JMB Realty Corporation and the 253,869 shares of Common Stock
beneficially owned by JMB RES Managers, Inc. The 1975 Judd D. Malkin Life
Insurance Trust is a significant stockholder of JMB Realty Corporation and
JMB RES Managers, Inc. The 1975 Judd D. Malkin Life Insurance Trust disclaims
beneficial ownership of the shares of Common Stock beneficially owned by JMB
Realty Corporation and JMB RES Managers, Inc.
Mr. Bluhm may be deemed to beneficially own and to share voting and
dispositive power with respect to the 10,894,059 shares of Common Stock
beneficially owned by JMB Realty Corporation and the 253,869 shares of Common
Stock beneficially owned by JMB RES Managers, Inc. Mr. Bluhm is a significant
stockholder of JMB Realty Corporation and JMB RES Managers, Inc. Mr. Bluhm
disclaims beneficial ownership of the shares of Common Stock beneficially
owned by JMB Realty Corporation and JMB RES Managers, Inc.
(c) In the last 60 days, except as described below and in Item 6
there have been no transactions by the persons named above in the shares of
Common Stock and Unit Voting Stock of Urban Shopping Centers, Inc. and Units
of Urban Shopping Center, L.P.
On September 7, 2000, Miami Associates, L.P. received 127,277 Units
as a distribution from JMB/Miami Investors, L.P. in which Miami Associates
was a limited partner. The Units were distributed to Miami Associates, L.P.
upon the liquidation of its partnership interest in JMB/Miami Investors, L.P.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock, Unit Voting Stock or Units owned by the persons listed in the
above tables.
(e) No person named above has ceased to be a 5% beneficial owner of the
Common Stock of Urban Shopping Centers, Inc.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The persons filing this statement who directly own shares of Common
Stock and Unit Voting Stock of Urban Shopping Centers, Inc. and Units of Urban
Shopping Centers, L.P. have entered into the following agreements:
THE MERGER AGREEMENT
Urban has entered into an Agreement and Plan of Merger, dated September
25, 2000 (the "Merger Agreement"), by and among Rodamco North America N.V., a
company organized under the laws of the Netherlands ("Rodamco"), Hexalon Real
Estate, Inc., a Delaware corporation ("Hexalon"), Head Acquisition, L.P., a
Delaware limited partnership ("Head Acquisition LP"), Head Acquisition Corp., a
Delaware corporation ("Head Acquisition Corp" and together with Rodamco, Hexalon
and Head Acquisition LP, the "Head Parties " ), Urban and Urban Shopping
Centers, L.P., an Illinois limited partnership (the "Urban OP").
<PAGE>
THE OFFER. The Merger Agreement provides for the commencement of an
offer (the "Offer") by Head Acquisition LP as promptly as reasonably
practicable, but no later than five business days following public
announcements by Rodamco and Urban of the execution of the Merger Agreement.
Head Acquisition LP will pay (a) to each holder of shares of common stock,
par value $.01 per share, of the Company (the "Public Common Shares") and
each holder of unit voting stock, par value $.01 per share, of the Company
(the "Unit Voting Common Shares" and together with the Public Common Shares,
the "Common Shares"), $48.00 in cash per share; (b) to each holder of Series
A Cumulative Convertible Redeemable Preferred Stock, par value $.01 per
share, of the Company, $48.00 in cash per share; and (c) to each holder of
Series B Cumulative Convertible Redeemable Preferred Stock, par value $.01
per share, of the Company, $48.00 in cash per share. Option holders will be
paid an amount equal to the product of (i) the number of securities subject
to options and (ii) the excess, if any, of $48.00 over the exercise price of
such options. See--"The Amendment" below for the treatment of classes of units
of partnership interest in the Urban OP.
THE MERGER. The Merger Agreement provides that if the Offer results
in shares being tendered which represent 90.0% or more of the votes entitled
to be cast on the Merger, Head Acquisition Corp will merge into Urban with
Urban surviving and then Urban shall be immediately be merged with and into
Head Acquisition LP with Head Acquisition LP surviving. The Merger Agreement
also provides that if the conditions that Common Shares entitled to cast at
least 90% of the votes entitled to be cast on the Merger is not satisfied or
if Head Acquisition LP does not assign its rights to purchase the Common
Shares to Head Acquisition Corp, Urban shall be merged with and into Head
Acquisition LP (each such transaction, the "Merger"). In either case, the
separate corporate existence of Urban shall cease and Head Acquisition LP
shall continue as the surviving entity. The closing of the Merger shall occur
no later than the third business day following the satisfaction or waiver of
the conditions to the Merger contained in the Merger Agreement.
STOCKHOLDERS' MEETING. If required by applicable law to consummate
the Merger, Urban, acting through the Urban Board of Directors, shall, in
accordance with Urban's articles of incorporation and by-laws and applicable
law, and provided that the Merger Agreement shall not have been terminated:
(A) duly call, give notice of, convene and hold a special meeting of its
stockholders (the "Urban Stockholder Meeting") as promptly as reasonably
practicable following the acceptance for payment and payment for Shares by
either Head Acquisition LP or Head Acquisition Corp. pursuant to the Offer
for the purpose of considering and taking action upon the approval of the
Merger and the adoption of the Merger Agreement; (B) as promptly as
reasonably practicable, prepare and file with the SEC a preliminary proxy or
information statement relating to the Merger and the Merger Agreement and use
its commercially reasonable efforts, subject to the terms of the Merger
Agreement, (1) to obtain and furnish the information required to be included
by the SEC in the proxy or information statement and, after consultation with
Hexalon, to respond promptly to any comments made by the SEC with respect to
the preliminary proxy or information statement and cause a definitive proxy
or information statement, including any amendment or supplement thereto, to
be mailed to its stockholders; PROVIDED, that no amendment or supplement to
the proxy or information statement will be made by Urban without consultation
with Hexalon and its counsel and (2) to obtain the necessary approvals of the
Merger and the Merger Agreement by its stockholders; and (C) subject to the
terms of the Merger Agreement, include in the proxy or information statement
(i) the recommendation of the Urban Board of Directors that stockholders of
Urban vote in favor of the approval of the Merger and the Merger Agreement
and (ii) the opinion of Urban's financial advisor.
However, the Merger Agreement provides that if the Head Parties
shall acquire or otherwise own, in the aggregate, Common Shares entitled to
cast at least 90.0% of the votes entitled to be cast on the Merger, pursuant
to the Offer or otherwise (including pursuant to the Common Share Option (as
defined below)), the parties will take all necessary and appropriate actions
to cause the Merger of Head Acquisition Corp with and into Urban to become
effective as soon as practicable after acceptance for payment of and payment
for the Common Shares by Head Acquisition Corp pursuant to the Offer without
a meeting of stockholders of Urban. For a discussion of certain terms of the
Merger Agreement that increase the likelihood that the Head Parties could
acquire the minimum number of the outstanding Common Shares as set forth
above, see the discussion of the Common Share Option in the immediately
following paragraph.
COMMON SHARE OPTION OF HEXALON . In order to increase the likelihood
that Head Acquisition LP and Head Acquisition Corp could acquire the minimum
number of Common Shares required to approve the Merger without a stockholders'
meeting, Urban has granted Hexalon an irrevocable option (the "Common Share
Option") pursuant to the Merger Agreement to purchase for a price of $48.00
per share (the "Per Common Share Option Price") in cash a number of Public
Common Shares (the "Optioned Common Shares") equal to the Applicable Common
Share Amount. The "Applicable Common Share Amount" is the number of Public
Common Shares which, when added to the number of Public Common Shares owned
by the Head Entities in the aggregate, immediately prior to the exercise of
the Common Share Option, would result in the Head Entities in the aggregate,
owning immediately after the exercise of the Common Share Option no more than
90.0% of the then outstanding Common Shares; provided, however, that in no
event shall the Applicable Common Share Amount exceed 3,520,642 Public Common
Shares. The Common Share Option expires, if not exercised prior to the
earlier of the effective time of the Merger and 12:00 midnight, Chicago time,
five business days after expiration of the Offer.
THE VOTING AGREEMENT
Concurrently with the execution of the Merger Agreement, the
reporting persons entered into a Voting Agreement, dated as of September 25,
2000 (the "Voting Agreement"), by and among certain stockholders of Urban and
unitholders of the Urban OP, including the reporting persons, (the "Subject
Stockholders"), Rodamco, Hexalon, Head Acquisition LP, Head Acquisition Corp
and Urban. Each Subject Stockholder has agreed that it will not contract to
sell, sell or otherwise transfer or dispose of any of its Common Shares or
units of partnership interest in the Urban OP (the "Units"), or any interest
therein, or securities convertible into, or any voting rights with respect
to, any of its Common Shares or Units,
<PAGE>
other than (a) pursuant to the Voting Agreement and the Merger Agreement or (b)
a transfer to a party who executes a counterpart of the Voting Agreement, in
form and substance reasonably satisfactory to Hexalon, agreeing to be bound by
its terms and conditions. In addition, each Subject Stockholder has agreed that
it will not grant any proxies or powers of attorney or enter into a voting
agreement or other arrangement with respect to any Common Shares or Units or
deposit any Common Shares into a voting trust.
Each Subject Stockholder has further agreed to (a) tender all of its
Common Shares pursuant to the Offer or (b) to the extent not so tendered, vote,
or cause to be voted, all of the Common Shares or Units, as applicable,
beneficially owned by it, or with respect to which it has the right to vote, at
any meeting of stockholders or partners, as applicable (including any
adjournment or postponement thereof), or pursuant to any action by written
consent:
(i) in favor of the Amendment and any actions required in furtherance
thereof;
(ii) against any action or agreement that (X) could reasonably be
expected to result in a breach in any material respect of any covenant,
representation or warranty, or any other obligation of Urban, under the
Merger Agreement or any related agreement or (Y) is intended, or could
reasonably be expected, to materially impede, interfere with, delay,
postpone or adversely affect the Offer, the Merger, the Amendment or
the other transactions contemplated by the Merger Agreement; and
(iii) against any competing transaction.
In addition, each Subject Stockholder has agreed to cooperate fully
with Hexalon in connection with the Merger Agreement and the transactions
contemplated thereby.
Finally, each Subject Stockholder (i) has agreed that it will not,
and it will not authorize or permit any officer, director or employee of, or
any investment banker, attorney or other advisor or representative of, such
Subject Stockholder to (A) solicit or initiate, encourage, or facilitate,
directly or indirectly, any inquiries relating to, or the submission of, any
proposal or offer, whether in writing or otherwise, from a third party
regarding a competing transaction; (B) participate in any discussions or
negotiations regarding, or furnish to any person any information or data with
respect to or access to the properties of, or take any other action to
knowingly facilitate the making of any proposal that constitutes, or may
reasonably be expected to lead to, any competing transaction; or (C) enter
into any agreement (written or oral) with respect to any competing
transaction, approve or recommend or resolve to approve or recommend any
competing transaction or enter into any agreement (written or oral) requiring
it to abandon, terminate or fail to consummate the Offer, the Merger, the
Amendment and the other transactions contemplated by the Merger Agreement;
provided, that any Subject Stockholder (or any affiliates thereof) who is a
director, officer or employee of Urban may take actions solely in his or her
capacity as such to the extent permitted under the Merger Agreement; provided
further, however, that the foregoing clause shall in no way relieve a Subject
Stockholder from any obligation as a record or beneficial owner of Shares or
Units to vote, transfer or hold such Shares or Units as herein provided and
to otherwise comply with the terms and conditions of the Voting agreement; and
(ii) has agreed to notify Hexalon orally and in writing of (A) any
competing transaction or any inquiry with respect to or which could
reasonably be expected to lead to any competing transaction received by such
Subject Stockholder or any financial advisor, attorney or other advisor or
representative of such Subject Stockholder, (B) the material terms of such
competing transaction (including a copy of any written proposal) and (C) the
identity of the person making the proposal or offer for any such competing
transaction or inquiry immediately following receipt by such Holder or any
financial advisor, attorney or other advisor or representative of such
Subject Stockholder of such competing transaction proposal or inquiry.
The Voting Agreement also provides that, at the effective time of
the Merger, certain non-competition agreements currently in effect between
Urban and Mr. Neil G. Bluhm, Mr. Judd D. Malkin, JMB Institutional Realty
Corporation ("JMBIRC") and JMB Realty Corporation shall automatically
terminate. Messrs. Bluhm and Malkin are currently directors of Urban. Hexalon
and the limited partners that have executed the Voting Agreement, including
the filing persons, have agreed to execute the Amendment at the effective
time of the Merger. Further, if less than all of those limited partners
execute the Amendment at the effective time of the Merger, the Voting
Agreement provides that then the Amendment shall include provisions providing
for the exchangeability of the Units for Common Shares similar to those
contained in the Urban OP's existing partnership agreement. Also, if the Head
Entities increase the offer price to be paid in the Offer, then the Voting
Agreement requires the Amendment to provde that (i) the distribution made to
all current limited partners in the Urban OP at the effective time of the
Merger and (ii) the amount to be paid by the Urban OP to any of its limited
partners upon exercise of their put rights regarding their Units shall be
increased proportionately. See "The Amendment." Finally, the Voting Agreement
contemplates that holders of an aggregate of 2,476,545 LP Units will convert
such LP Units into Common Shares and tender such Common Shares and an
additional 2,221,808 Common Shares in the Offer.
The Voting Agreement terminates automatically without any further
action by any of the parties immediately upon the earlier of (a) the day
following the effective time of the Merger and (b) the termination of the
Merger Agreement in accordance with its terms. The Voting Agreement may also
be terminated, as to any of the Subject Stockholders, by the mutual agreement
of Hexalon and such Subject Stockholder; provided that the termination as to
such Subject Stockholder will not affect the obligations of any of the other
Subject Stockholders under the Voting Agreement. No termination of the Voting
Agreement will relieve any party from liability for any material breach of
its obligations under the Voting Agreement committed prior to such
termination.
In addition, the Amendment contemplates a loan to the Urban OP to be
used to make certain distributions to certain unitholders of the Urban OP.
See "--The Amendment--Disbributions." Pursuant to the Voting Agreement, if
the lender under such loan does not provide sufficient funds to make such
required distribution, Head Acquisition LP has agreed to, and Rodamco and
Hexalon have agreed to cause Head Acquisition LP to, obtain alternative
financing with the same structural features as are provided in the loan
discussed above. The obligations of the Subject Stockholders under the Voting
Agreement are conditioned upon, among other things, compliance by Head
Acquisition LP, Rodamco and Hexalon with the obligation set forth above.
THE AMENDMENT
Contemporaneously with the Merger, the common unitholders of the Urban
OP will enter into an amendment and restatement (the "Amendment") of the Urban
OP's Second Restated Agreement of Limited Partnership.
FORMATION. The Urban OP was formed on December 27, 1982 as a limited
partnership. Following consummation of the Merger, Head Acquisition LP or its
successors (the "General Partner") will be the sole general partner of the Urban
OP.
CAPITALIZATION. Pursuant to the Amendment, the Urban OP will designate
Class A Common Units ("Class A Common Units"), Series C Cumulative Redeemable
Preferred Units ("Class C Preferred Units"), and 9.45% Series D Cumulative
Redeemable Preferred Units ("Class D Preferred Units"). Immediately following
the Merger and the transactions contemplated by the Amendment, it is expected
that 35,000,000 Class A Common Units will be outstanding, 33,054,128 of which
will be held by the General Partner and 1,945,872 of which will be held by
the limited partners of the Urban OP.
MANAGEMENT. The Amendment generally provides that the General Partner
has full, exclusive and complete responsibility and discretion in the management
and control of the Urban OP. The limited partners of the Urban OP (the "Limited
Partners") have no right to participate in or exercise control or management
power over the business and affairs of the Urban OP. However, without the
unanimous consent of all Limited Partners holding Class A Common Units (the
"Class A Limited Partners"), the General Partner may not, (i) take any action
that would make it impossible for the Urban OP to carry on its business, (ii)
possess property of the Urban OP or assign rights in specific properties of the
Urban OP, other that for a Urban OP purpose or (iii) perform any act that would
subject a Limited Partner to liability as a general partner or any other
liability.
In addition, without the consent of Original Class A Limited Partners
(as defined below), holding a majority of the issued and outstanding Class A
Common Units then held by Original Class A Limited Partners, the General Partner
may not, (x) prior to the Call Date (as defined below), sell, assign, transfer
or dispose of certain properties owned by the Urban OP (the "Restricted
Properties") to the extent any such transaction would result in the recognition
of a taxable gain by the Original Class A Limited Partners, (y) prior to the
second anniversary of the Effective Time, allow the Urban OP to guarantee debt
of the General Partner or sell, assign, transfer or otherwise dispose of any of
the properties of the Urban OP to the extent such transaction would result in
the Urban OP and its investment entities which
<PAGE>
are disregarded for federal income tax purposes or are "flow through" or
"pass through" entities which themselves are not taxed (the "Sub-Tier
Entities") having sold, transferred, assigned or otherwise having disposed of
properties, the fair market value of which is greater than or equal to 50% of
the fair market value of all properties owned by the Urban OP and its
Sub-Tier Entities on the effective time of the Merger; or (z) make or permit
any other person to make any non-de minimis capital contribution to the Urban
OP prior to the second anniversary of the effective time of the Merger for
the purpose of paying any debt of the Urban OP or making distributions to
enable a partner to pay principal on any debt. The Limited Partners have no
right to remove the General Partner as general partner of the Urban OP.
Except as set forth in the Amendment or in another written agreement entered
into by the General Partner or the Urban OP and any individual or group of
Limited Partners on or after the effective time of the Merger, the General
Partner may, but is under no obligation to, consider the separate interests
of the partners (including, without limitation, tax consequences) in deciding
to take (or decline to take) any action. Pursuant to the Amendment, the
General Partner will be the "tax matters partner" of the Urban OP. Further,
the General Partner will generally have the authority to make tax elections
under the Internal Revenue Code (the "Code") on behalf of the Urban OP that
the Amendment does not expressly provide.
"Original Class A Limited Partner" means (a) any Limited Partner
holding a Class A Common Unit at the effective time of the Merger or any of
their permitted transferees.
BUSINESS OPPORTUNITIES. The General Partner will pursue and engage
in retail development and acquisition opportunities only through the Urban OP
or a Sub-Tier Entity, other than development opportunities with respect to
properties owned by affiliates of the General Partner at the effective time
of the Merger or pursuant to contractual obligations existing at the
effective time of the Merger. The General Partner will also cause Hexalon and
Rodamco to enter into agreements whereby each agrees to similar limitations
on their development and acquisition opportunities.
DEPRECIATION. The General Partner is generally allocated the tax
depreciation attributable to its step-up in adjusted tax basis in the
properties of the Urban OP in connection with the Merger and the federal tax
depreciation from additional properties acquired by Urban OP, except for a
specified allocation of federal tax depreciation to the original Class A
Limited Partners decribed below. The Original Class A Limited Partners will
be allocated 43% of the federal tax depreciation from (i) the adjusted tax
basis in the current Urban OP properties and scheduled additions on the
effective time of the Merger plus (ii) the adjusted tax basis from additional
properties acquired by the Urban OP to the extent such additional tax basis
arises from growth (if any) in the adjusted tax basis of the Urban OP up to
approximately 2.81% per annum (the "Special Depreciation Allocation"). The
Special Depreciation Allocation shall be reduced proportionately to the
extent either units held by the Original Class A Limited Partners are
repurchased by the Urban OP or its affiliates by virtue of the exercise of
any put or otherwise or the Urban OP disposes of the relevant Urban OP
properties. However, to the extent that the Urban OP sells or exchanges an
Urban OP property which is subject to the Special Depreciation Allocation,
the Special Depreciation Allocation shall not be reduced, but shall continue
in respect of the portion of the unadjusted tax basis in the property
acquired with the proceeds of such sale or through such exchange that equals
the unadjusted tax basis in the Urban OP property sold or exchanged.
CAPITAL ACCOUNTS. The Urban OP will mark to market the capital
accounts of the General Partner and the Limited Partners. Following this
event, the capital accounts of the Class C Preferred Units and the Class D
Preferred Units will equal their respective liquidation preferences.
Following the Special Distribution (defined below) to the Original Class A
Limited Partners, the General Partner's capital account balance will
represent 57% and the Original Class A Limited Partners' total capital
account balance shall represent 43%, respectively, of the of those total
capital account balances. The Urban OP will elect the "traditional method"
with respect to the "reverse Code section 704(c)" items created from marking
to market capital accounts. The Amendment also requires the Urban OP to
allocate excess nonrecourse liabilities in percentages ranging from 43% to
50% (based on nonrecourse debt in the range of current levels) to the
Original Class A Limited Partners (with other percentages applying based on
applicable debt levels from time to time and other factors). The Amendment
allocates nonrecourse liabilities to the Original Class A Limited Partners in
an amount at least equal to their aggregate negative capital account balances
(taking into account the Special Distribution (defined below) and the Special
Depreciation Allocation).
DISTRIBUTIONS. The Amendment sets forth the manner in which the net
cash flow of the Urban OP will be distributed with respect to the common and
preferred units in the Urban OP.
CONVERTIBLE PREFERRED UNITS. The pre-Merger convertible preferred units
in the Urban OP will convert to Class A Common Units and have all the rights and
privileges of such units as set forth herein.
SERIES C PREFERRED UNITS. The currently outstanding Series C Preferred
Units will remain outstanding. Each Series C Preferred Unit entitles the
holder to receive, prior to payment by the Urban OP of distributions with
respect to common units, a cash distribution in an amount equal to 9.125% per
annum times $50.00 (the initial capital contribution per Series C Preferred
Unit.)
<PAGE>
SERIES D PREFERRED UNITS. The currently outstanding Series D
Preferred Units will remain outstanding. Each Series D Preferred Unit
entitles the holder to receive, prior to payment by the Urban OP of
distributions with respect to common units, a cash distribution in an amount
equal to 9.45% per annum times $25.00 (the initial capital contribution per
Series D Preferred Unit.)
CLASS A COMMON UNITS. The Class A Limited Partners will receive a
cash distribution at the effective time of the Merger in an amount equal to
$38.40 times the number of their currently outstanding common units (the
"Special Distribution"). The General Partner is required to distribute, after
the distributions on the Series C Preferred Units and Series D Preferred
Units, cash in five tranches. First, $10 million is required to distributed
annually (in quarterly installments) 43% to the Original Class A Limited
Partners and 57% to the General Partner. Second, $1,500,000 is required to be
distributed annually (in quarterly installments) to the Original Class A
Limited Partners. Third, $100 million is required to be distributed annually
(in quarterly installments) 1% to the Original Class A Limited Partners and
99% to the other partners holding common units. Fourth, all remaining cash
will be distributed quarterly approximately 5.56% to the Original Class A
Limited Partners and 94.44% to the General Partners until those partners have
received a 24.71593% per annum pre-tax internal real rate return, using
quarterly compounding, and assuming a 1.98517% annual inflation rate. Once
the partners holding Class A Common Units at the effective time of the Merger
have achieved this rate of return, remaining cash is distributed pro rata
among the Class A Common Unit holders, provided that any cash distributed to
the Original Class A Limited Partners and the General Partner shall be
distributed 43% to the Original Class A Limited Partners and 57% to the
General Partner. If the first or second priority installment distributions
described above are not made for any calendar quarter, the amount of the
shortfall will accrue and compound at 8% per annum until paid. Finally, the
absolute figures in the first three priority distributions discussed above
will increase at a rate of 3% per annum beginning on January 1, 2004.
EXCHANGE RIGHTS.
SERIES C PREFERRED UNITS. After May 26, 2009, each Series C
Preferred Unit will be exchangeable for one preferred equity partnership unit
in the General Partner, subject to adjustment. Such exchange rights will
become immediately exercisable at any time when distributions on the Series C
Preferred Units are in arrears for six quarterly periods, whether or not
consecutive, or an opinion of counsel to the Urban OP states that the Urban
OP may be deemed a publicly traded partnership. Subject to certain other tax
qualifications, such exchange rights may also become exercisable three years
after the issuance of the Series C Preferred Units but prior to the ten year
anniversary of such issuance if the holder of such units delivers to the
General Partner of the Urban OP an opinion of counsel that such exchange
would not cause the Series C Preferred Units to be deemed "stock and
securities" under Section 351(e) of the Code. Finally, such exchange rights
may be exercised at any time if the holder thereof delivers an opinion of
counsel that there is an imminent and substantial risk that such holder's
interest in the Urban OP does or will exceed 19.5% of the total profits or
capital interests in the Urban OP.
SERIES D PREFERRED UNITS. After September 30, 2009, each Series D
Preferred Unit will be exchangeable for one preferred equity partnership unit
in the General Partner, subject to adjustment. Such exchange rights will
become immediately exercisable at any time when distributions on the Series D
Preferred Units are in arrears for six quarterly periods, whether or not
consecutive, or an opinion of counsel to the Urban OP states that the Urban
OP may be deemed a publicly traded partnership. Subject to certain other tax
qualifications, such exchange rights may also become exercisable three years
after the issuance of the Series D Preferred Units but prior to the ten year
anniversary of such issuance if the holder of such units delivers to the
General Partner of the Urban OP an opinion of counsel that such exchange
would not cause the Series D Preferred Units to be deemed "stock and
securities" under Section 351(e) of the Code. Finally, the Series D Preferred
Units may be exchanged by any holder that is a REIT for equity securities of
the General Partner subject to certain REIT qualification conditions.
CLASS A COMMON UNITS. The holders of the Class A Common Units have no
exchange rights, except as set forth in the immediately following section.
PUT OPTION. During the first calendar month of each calendar quarter
of any fiscal year of the Urban OP commencing after the fifth anniversary of
the effective time of the Merger, the Original Class A Limited Partners may
put their Class A Common Units to the Urban OP or the General Partner for the
"Put Right Price" (i.e., an amount equal to the funds from operations of the
Urban OP for 12 months after the date of the exercise of the put, multiplied
by a multiple which shall be determined based on dividing $48 by the funds
from operations of the Urban OP in 2001) per unit, plus the amount that would
have been distributed to the Original Class A Limited Partners under the
final tranche of distributions if all the Urban OP's properties had been sold
for fair market value on the determination date and the proceeds distributed.
The estate of any
<PAGE>
holder of Class A Common Units may also exercise the put on or prior to the
first anniversary of the date of the death of such holder (the "Death Put").
Such put right will be suspended for so long as the General Partner, any
successor general partner or any of their affiliates has a class of common
equity securities registered on a national stock exchange and the Original
Class A Limited Partners are entitled to exchange their Class A Common Units
for such publicly-traded shares, except for the Death Put, which will not be
suspended.
REDEMPTION.
SERIES C PREFERRED UNITS. On or after the fifth anniversary of their
issuance, the Urban OP may redeem the Series C Preferred Units at a cash
price equal to the capital account balance of the holder; provided that the
Urban OP may not redeem the Series C Preferred Units if such price is not
greater that $50.00 per unit and all accrued and unpaid distributions
thereon. In addition, the Urban OP may redeem any Series C Preferred Units
with respect to which a holder exercises its exchange rights. See the section
entitled "Exchange Rights" above.
SERIES D PREFERRED UNITS. On or after the fifth anniversary of their
issue date, the Urban OP may redeem the Series D Preferred Units at a cash
price equal to the capital account balance of the holder; provided that the
Urban OP may not redeem the Series D Preferred Units if such price is not
greater that $25.00 per unit and all accrued and unpaid distributions
thereon. In addition, the Urban OP may redeem any Series D Preferred Units
with respect to which a holder exercises its exchange rights. See the section
entitled "Exchange Rights" above.
CLASS A COMMON UNITS. The General Partner and/or the Urban OP shall
have a call option upon the Class A Common Units held by the Original Class A
Limited Partners at the Put Right Price, exercisable by the General Partner
10 years after the later of (A) the death of the last to die of the children
of Mr. Neil G. Bluhm or Mr. Judd Malkin plus ten years or (B) the death of
the later to die of Messrs. Bluhm or Malkin (the "Call Date").
TRANSFERABILITY OF INTERESTS. So long as any Class A Common Units
held by Original Class A Limited Partners, Series C Preferred Units or Series
D Preferred Units remain outstanding, the General Partner may not transfer
all of its general partnership interests, other than a pledge of its general
partnership interest to secure a debt, or withdraw as a General Partner;
provided, that so long as any Series C Preferred Units and Series D Preferred
Units remain outstanding, the General Partner may transfer any portion, but
not all, of its general partnership interests to any person and such person
may hold the interest transferred as a Limited Partner or as an additional
general partner of the Urban OP. At such time as no Series C Preferred Units
or Series D Preferred Units remain outstanding, the General Partner may
transfer any or all of its general partnership interests to any person;
provided, however, in the event of such transfer of all or a portion of such
general partnership interest to any person, such person executes and delivers
such documents as are required of a successor General Partner under the
Amendment, and such transfer does not result in the withdrawal of the sole
general partner resulting in an event of dissolution of the Urban OP pursuant
to the Amendment.
Limited Partners may transfer their interests in the Urban OP
subject to certain conditions, including that such transferee assumes all
obligations of the transferor Limited Partner and provided further that such
transfer would not result in the Urban OP being taxed as a corporation and
such transfer is not effected through an "established securities market" or a
"secondary market (or the substantial equivalent thereof)" within the meaning
of Section 7704 of the Code. Finally, if an Original Class A Limited Partner
transfers to a person who is not an Original Class A Limited Partner or a
permitted transferee, such transferee shall cease to have the rights of an
Original Class A Limited Partner. In addition, the Series C Preferred Units
may not be transferred without the consent of the General Partner.
ADDITIONAL FUNDS. Except as set forth in the next sentence or
elsewhere herein and in pre-existing agreements, the Amendment provides that
no partner shall be required to contribute additional funds to the Urban OP.
If the Urban OP defaults on any of its Recourse Liabilities (as defined in
the Treasury Regulations promulgated under the Internal Revenue Code of 1986,
as amended), the Gregory L. Butcher Family Trust ("Butcher") and the James M.
Hietbrink Family Trust ("Hietbrink") shall each make a capital contribution
to the Urban OP in cash, sufficient to cure such default. Such obligation is
limited to $601,000 for each of Butcher and Hietbrink and shall terminate one
year after the earlier of the date on which the remaining interest in the
Urban OP of Butcher or
<PAGE>
Hietbrink, as the case may be, is sold or otherwise disposed of, or the date on
which such remaining interest is terminated for any other reason.
INDEMNIFICATION. The Amendment provides for indemnification of the
General Partner, directors or officers of the Urban OP or its General Partner
and any other person as the General Partner may designate (each an "Indemnitee")
solely from the assets of the Urban OP for losses incurred because of the
operations of the Urban OP unless (i) the act or omission of the Indemnitee was
material and was committed in bad faith or was the result of active and
deliberate dishonesty, (ii) the Indemnitee actually received an improper
personal benefit in money, property or services or (iii) in the case of any
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or omission was unlawful.
TERM. The Urban OP will continue in full force and effect until
December 31, 2075, or if later, the Call Date (the "Term Expiration") unless
sooner terminated upon (i) the withdrawal of the General Partner (unless the
Original Class A Limited Partners holding a majority of the Class A Common
Units then held by the Original Class A Limited Partners elect to continue
the Urban OP), (ii) an election prior to the Term Expiration by the General
Partner to dissolve the Urban OP (unless objected to by Original Class A
Limited Partners holding at least 5% of the Class A Common Units initially
issued at the effective time of the Merger to all Original Class A Limited
Partners); (iii) judicial dissolution or (iv) by operation of law.
VOTING. In general and subject to certain qualifications, so long as
any Series C Preferred Units, Series D Preferred Units or Class A Common
Units held by Original Class A Limited Partners, respectively, remain
outstanding, the affirmative vote of holders of at least two-thirds of such
Series C Preferred Units, Series D Preferred Units or Class A Common Units is
necessary in order for the Urban OP to (i) authorize, create or increase the
authorized or issued amount of any class of partnership interests ranking
senior to or on a parity with such Series C Preferred Units, Series D
Preferred Units or Class A Common Units, respectively, or (ii) amend, alter
or repeal the provisions of the Amendment in a manner that would materially
and adversely affect the powers, rights, preferences, privileges or voting
power of the Series C Preferred Units, Series D Preferred Units or Class A
Common Units, respectively, or the holders of such units.
AMENDMENT. Generally, amendments to the Amendment may be proposed by
the General Partner and to the extent consent is required, it must be obtained.
The General Partner may amend the Amendment without the consent of the partners
if such amendment is for the purpose of (i) adding to the obligations of the
General Partner or surrendering any right or power granted to it or any of its
affiliates for the benefit of the Limited Partners, (ii) reflecting the
admission, substitution, termination or withdrawal of partners, (iii) setting
forth the rights, powers, duties and preferences of holders of additional
partnership interests issued after the Effective Time, (iv) reflecting
inconsequential changes that do not adversely affect the Limited Partners in any
material way or curing any ambiguity and correcting or supplementing any
provision of the Amendment not inconsistent with law, (v) in the event the
General Partner or any of its affiliates propose to register any class of common
equity securities of the General Partner or any of its affiliates on a national
stock exchange (the "GP Registered Shares"), effecting the registration of such
securities of the General Partner or any of its affiliates, including, without
limitation, any amendments that may be required by the underwriters of such
offering; provided no such amendment shall relieve the General Partner of its
obligations under of any written agreement between the General Partner or the
Urban OP and any individual or group of Limited Partners, (vi) effecting any
other amendment for which consent is not required, and (vii) satisfying any
requirements, conditions or guidelines contained in any order, directive,
opinion, ruling or regulation of a Federal or state agency or contained in any
Federal or state law.
The consent of each partner adversely affected is required for the
General Partner to effect any amendments that would convert a Limited
Partner's interest to a general partner's interest, modify the limited
liability of any Limited Partner, alter the distribution or allocation rights
of a Limited Partner, except as specifically permitted in the Amendment,
alter the rights of Original Class A Limited Partners under certain
provisions or cause the termination of the Urban OP prior to the term set
forth in the Amendment. In addition, no amendment may alter the restrictions
of the General Partner's authority as the general partner as set forth in the
section entitled "Management" above without the consent required in that
section. The consent of a majority of the percentage interests of the Limited
Partners holding Class A Common Units (excluding the General Partner and its
affiliates) is required for the General Partner to effect any amendment that
concerns the issuance of additional partnership interests, the rights of the
Class A Common Units, activities of the General
<PAGE>
Partner outside of the Urban OP, liability of the General Partner, transfers
of the General Partner's interest, rights of the Limited Partners to transfer
their interest, substitute Limited Partners, dissolution and winding up,
contracts with affiliates of the Urban OP and meetings of the partners. In
addition to the consents required in the preceding sentence, the consent of
the Original Class A Limited Partners holding a majority of the Class A
Common Units then held by the Original Class A Limited Partners, to the
extent they are affected adversely by such amendment, will also be required
for certain of such amendments, provided that this requirement for such
consent will terminate when the Original Class A Limited Partners hold less
than 20% of the Class A Common Units originally issued at the effective time
of the Merger.
BOOKS AND REPORTS. The General Partner is required to keep
appropriate books and records of the Urban OP at the principal office of the
Urban OP. As soon as practicable, but in no event later that 120 days after
the close of each fiscal year of the Urban OP, the General Partner must
deliver to each Limited Partner an annual report containing audited financial
statements of the Urban OP or of the General Partner if such statements are
prepared solely on a consolidated basis with the General Partner. In
addition, as soon as practicable, but in no event later than 60 days after
the close of each calendar quarter (except the last calendar quarter of each
year), the General Partner must deliver to each Limited Partner a report
containing unaudited financial statements of the Urban OP or of the General
Partner if such statements are prepared solely on a consolidated basis with
the General Partner, certain additional specified information and such other
information as may be required by applicable law or regulation.
The General Partner shall use all reasonable efforts to furnish,
within 90 days of the close of each taxable year, the tax information
reasonably required by the Limited Partners for Federal and state income tax
reporting purposes. Upon request of the Original Class A Limited Partners
holding a majority of the Class A Common Units then held by Original Class A
Limited Partners, the General Partner shall provide each Original Class A
Limited Partner with a reasonably accurate draft of the Federal income tax
return of the Urban OP (as well as supporting data and work papers) for each
year, not less than 120 days prior to the required date for filing such
return (taking actual extensions into account). The Urban OP is authorized to
withhold from or pay on behalf of or with respect to any Limited Partner any
amount of Federal, state, local or foreign taxes that the Urban OP is
required to withhold or pay with respect to any amount distributable or
allocable to any Limited Partner.
POWER OF ATTORNEY. Pursuant to the terms of the Amendment, each Limited
Partner and each assignee constitutes and appoints the General Partner, any
liquidator, and the authorized officers and attorneys-in-fact of each, and each
of those acting singly, in each case with full power of substitution, as its
true and lawful agent and attorney-in-fact, with full power and authority in its
name, place and stead to, among other things, make, execute, swear to,
acknowledge, deliver and file, in the appropriate public offices, various
certificates, documents and other instruments (including, without limitation,
the Amendment and the certificate of limited partnership of the Urban OP and all
amendments and restatements thereof) that the General Partner deems appropriate
or necessary and to execute, swear to, acknowledge and file all ballots,
consents, approvals, waivers, certificates and other instruments appropriate or
necessary, in the General Partner's sole and absolute discretion, to make,
evidence, give, confirm or ratify any vote, consent, approval, agreement or
other action which is made or given by the partners of the Urban OP or
consistent with the terms of the Amendment or appropriate or necessary, in the
General Partner's sole and absolute discretion, to effectuate the terms or
intent of the Amendment. The Amendment provides that such power of attorney is
irrevocable, will survive the incapacity of any Limited Partner or assignee and
the transfer of all or any portion of such Limited Partner's or assignee's
partnership units in the Urban OP and will extend to such Limited Partner's or
assignee's heirs, successors, assigns and personal representatives.
INDEMNIFICATION AND TAX CONTEST AGREEMENT
In addition, contemporaneously with the Amendment, the Head
Acquisition LP, the Urban OP, Center Partners, Ltd., Urban-Water Tower
Associates, Miami Associates, L.P. and Old Orchard Limited Partnership will
enter into an Indemnification and Tax Contest Agreement. Under this
agreement, the General Partner (jointly and severally with certain of its
affiliates) is required to indemnify and hold the Original Class A Limited
Partners harmless from any income taxes if (i) the Urban OP does not maintain
at least $1.35 billion in qualified nonrecourse indebtedness, (ii) if it
sells one or more of the Restricted Properties, (iii) it fails to have
sufficient nonrecourse indebtedness to permit the General Partner to allocate
to Specify Original Class A Limited Partners so that they have sufficient
adjusted tax basis so that Urban OP may report under law an allocation of
qualified nonrecourse indebtedness to the Original Class A Limited Partners
sufficient for them to claim their Special Depreciation Allocation, or (iv)
Urban OP fails to allocate nonrecourse indebtedness to the Original Class A
Limited Partners in accordance with the terms of the Amendment. This
obligation is subject to certain Original Class A Limited Partners, to use
its reasonable best efforts to contribute additional properties (encumbered
by nonrecourse liabilities) and take certain other measures to increase or
maintain Urban OP's level of nonrecourse liabilities. The obligations under
the agreement terminates 10 years after the later of (i) the death of Neil
Bluhm or Judd
<PAGE>
Malkin or (ii) the death of the last to die of the children of Neil Bluhm or
Judd Malkin. Under this agreement, the General Partner also agreed to allow
specified Original Class A Limited Partners to control or jointly control the
contest of tax matters that may have a disproportionate effect on the
Original Class A Limited Partners or which relate to tax periods prior to the
Amendment.
STOCK PURCHASE AGREEMENT
In connection with the Merger Agreement, Head Management Company
Holding, Inc., a Delaware corporation ("Head Management"), JMB Properties
Company, an Illinois general partnership and an affiliate of the other
reporting persons ("JMB Properties"), and Urban Retail Properties Co., a
Delaware corporation (the "Urban Mangement Company"), entered into a Stock
Purchase Agreement, dated as of September 25, 2000 (the "Stock Purchase
Agreement"). The following summary of the Stock Purchase Agreement is
qualified in its entirety by reference to the agreement itself.
Currently, the Urban OP owns 100% of the preferred stock in the
Urban Mangement Company (which entitles the Urban OP to recieve approximately
95% of the economic value from the Urban Management Company, except with
respect to the Parcel (as defined below) as to which the Urban OP is entitled
to receive 5% of the economic value) and JMB Properties owns 100% of the
common stock in the Urban Management Company. Immediately prior to the
Effective Time, the Urban Management Company will contribute to a new limited
liability company, which will be a direct wholly-owned subsidiary of the
Urban Management Company (the "LLC"), all of the Urban Management Company's
interest in a certain parcel of land located in Rocklin, California (the
"Parcel") as well as all liabilities related thereto. The Parcel was
originally contributed to Urban by JMB Properties. Immediately following the
Effective Time, the LLC shall distribute 95% of the membership interests in
the LLC to JMB Properties (thereby entitling JMB Properties to retain 95% of
the economic value of the Parcel) in redemption of one-half of the common
stock JMB Properties holds in the Urban Management Company. Pursuant to the
Stock Purchase Agreement, Head Management will acquire the remaining common
stock in the Urban Management Company held by JMB Properties at the effective
time of the Merger in exchange for $2 million. As a result, immediately after
the effective time of the Merger, Head Management will own all of the
then-issued and outstanding common stock of the Urban Management Company and
will also, through the Urban Management Company. Subject to compliance with
applicable REIT requirements, it is expected that the Urban OP will acquire
the common stock of the Urban Management Company from Head Management in
January, 2001. The Stock Purchase Agreement will automatically terminate if
the Merger Agreement terminates.
INSURANCE AGREEMENT
Pursuant to the Voting Agreement, Head Acquisition LP, the Urban OP
and JMB Insurance Agency, Inc., an Illinois corporation and an affiliate of
the filing persons ("JMB Insurance"), are required, at the effective time of
the Merger, to enter into an Insurance Agreement (the "Insurance Agreement").
The following summary of the Insurance Agreement is qualified in its entirety
by reference to the agreement itself.
Currently, JMB Insurance provides insurance services to the Urban OP
and its various affiliated entities. Pursuant to the Insurance Agreement,
Head Acquisition LP and the Urban OP will agree that, subject to any
contractual commitments existing as of the date of the Merger Agreement, each
will, and each will cause any of their respective subsidiaries to, offer to
JMB Insurance the right to provide all property casualty insurance brokerage
for the Urban OP and its subsidiaries. This obligation shall continue for
five years following the effective time of the Merger. The brokerage so
provided by JMB Insurance will be on terms no less favorable than would be
obtained from an unaffiliated third party with financially stable insurance
carriers having adequate capacity for the risks covered.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following are filed as exhibits: a written agreement relating to
the joint filing of this amendment; the original Schedule 13 D filing; the
Voting Agreement; the Merger Agreement; the form of the Indemnification and Tax
Contest Agreement; the form of the Amendment; the Stock Purchase Agreement; and
the form of the Insurance Agreement.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
This statement may be executed in multiple counterparts, each of which
shall constitute an original.
Dated: October 3, 2000
Center Partners, Ltd.
By: JMB Realty Corporation
General Partner
By: /s/ Gary A. Nickele
Name: Gary A. Nickele
Title: Executive Vice President
UIDC Holdings, L.P.
By: JMB Realty Corporation
General Partner
By: /s/ Gary A. Nickele
Name: Gary A. Nickele
Title: Executive Vice President
Urban-Water Tower Associates
By: UIDC Holdings, L.P.
General Partner
By: JMB Realty Corporation
General Partner
By: /s/ Gary A. Nickele
Name: Gary A. Nickele
Title: Executive Vice President
By: Water Tower Associates-I, L.P.
General Partner
By: JMB Realty Corporation
General Partner
By: /s/ Gary A. Nickele
Name: Gary A. Nickele
Title: Executive Vice President
<PAGE>
JMB/Miami Investors, L.P.
By: JMB Investment Holdings-I, Inc.
General Partner
By: /s/ Gary A. Nickele
Name: Gary A. Nickele
Title: Vice President
JMB RES Managers, Inc.
By: /s/ Gary A. Nickele
Name: Gary A. Nickele
Title: Vice President
Miami Associates, L.P.
By: JMB Investment Holdings-I, Inc.
General Partner
By: /s/ Gary A. Nickele
Name: Gary A. Nickele
Title: Vice President
JMB Properties Company
By: JMB RES Managers, Inc.
General Partner
By: /s/ Gary A. Nickele
Name: Gary A. Nickele
Title: Vice President
<PAGE>
Old Orchard Limited Partnership
By: UIDC Holdings, L.P.
General Partner
By: JMB Realty Corporation
General Partner
By: /s/ Gary A. Nickele
Name: Gary A. Nickele
Title: Executive Vice President
JMB Realty Corporation
By: /s/ Gary A. Nickele
Name: Gary A. Nickele
Title: Executive Vice President
1975 Judd D. Malkin Life Insurance Trust
By: Judd D. Malkin
Name: Judd D. Malkin
Title: Trustee
/s/ Neil G. Bluhm
-----------------------------------------------
Neil G. Bluhm
/s/ Judd D. Malkin
-----------------------------------------------
Judd D. Malkin
<PAGE>
EXHIBIT INDEX
EXHIBIT A Agreement relating to filing of joint statement
EXHIBIT B Original Schedule 13D filing
EXHIBIT C Voting Agreement, dated September 25, 2000, by and among
the entities set forth on Schedule I thereto, Rodamco North
America N.V., Hexalon Real Estate, Inc., Head Acquisition,
L.P., Head Acquisition Corp. and Urban Shopping Centers,
Inc. (Incorporated by reference to Exhibit (d)(3) to
Schedule TO filed by Rodamco North America N.V., Rodamco
North America B.V., Hexalon Real Estate, Inc., Head
Acquisition, L.P. and Head Acquisition, Corp. on October
2, 2000)
EXHIBIT D Agreement and Plan of Merger, dated September 25, 2000,
by and among Rodamco North America N.V., Hexalon Real
Estate, Inc., Head Acquisition, L.P., Head Acquisition
Corp., Urban Shopping Centers, Inc., and Urban Shopping
Centers, L.P. (Incorporated by reference to Exhibit
(d)(2) to Schedule TO filed by Rodamco North America
N.V., Rodamco North America B.V., Hexalon Real Estate,
Inc., Head Acquisition, L.P. and Head Acquisition, Corp.
on October 2, 2000)
EXHIBIT E Form of Indemnification Agreement to be entered into by
and among Urban Shopping Centers, L.P., Head Acquisition,
L.P., Hexalon Real Estate, Inc. and the holders of Class
A Common Units who are signatories thereto (Incorporated
by reference to Exhibit (d)(6) to Schedule TO filed by
Rodamco North America N.V., Rodamco North America B.V.,
Hexalon Real Estate, Inc., Head Acquisition, L.P. and
Head Acquisition, Corp. on October 2, 2000)
EXHIBIT F Form of Third Amended and Restated Agreement of Limited
Partnership of Urban Shopping Centers, L.P. (Incorporated
by reference to Exhibit (d)(5) to Schedule TO filed by
Rodamco North America N.V., Rodamco North America B.V.,
Hexalon Real Estate, Inc., Head Acquisition, L.P. and
Head Acquisition, Corp. on October 2, 2000)
EXHIBIT G Stock Purchase Agreement, dated September 25, 2000, by
and among JMB Properties Company, Head Management Company
Holding, Inc. and Urban Retail Properties Co.
(Incorporated by reference to Exhibit (d)(4) to Schedule
TO filed by Rodamco North America N.V., Rodamco North
America B.V., Hexalon Real Estate, Inc., Head
Acquisition, L.P. and Head Acquisition, Corp. on October
2, 2000)
EXHIBIT H Form of Insurance Agreement to be entered into by and
among Head Acquisition, L.P., Urban Shopping Centers,
L.P. and JMB Insurance Agency Co. (Incorporated by
reference to Exhibit (d)(7) to Schedule TO filed by
Rodamco North America N.V., Rodamco North America B.V.,
Hexalon Real Estate, Inc., Head Acquisition, L.P. and
Head Acquisition, Corp. on October 2, 2000)
