<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK, UNIT VOTING COMMON STOCK,
SERIES A CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK AND
SERIES B CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
OF
URBAN SHOPPING CENTERS, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED OCTOBER 2, 2000
OF
HEAD ACQUISITION, L.P.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
RODAMCO NORTH AMERICA N.V.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, OCTOBER 30, 2000, UNLESS THE OFFER IS EXTENDED.
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THE DEPOSITARY FOR THE OFFER IS:
[LOGO]
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND: BY OVERNIGHT:
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 120 Broadway 85 Challenger Road
South Hackensack, NJ 07606 13th Floor Mail Stop - Reorg
New York, NY 10271 Ridgefield Park, NJ 07660
FACSIMILE FOR ELIGIBLE INSTITUTIONS:
(201) 296-4293
CONFIRM FACSIMILE BY TELEPHONE:
(201) 296-4860
</TABLE>
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED
<CAPTION>
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
SHARE CERTIFICATE(S) AND SHARE(S) TENDERED (PLEASE FILL IN IF BLANK, EXACTLY AS NAME(S)
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY) APPEAR(S) ON CERTIFICATE(S))
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TOTAL NUMBER OF
SHARES REPRESENTED BY
SHARE CERTIFICATE*
(Specify whether Public
Common Shares, Unit Voting
Shares, Series A Preferred NUMBER SHARE
Shares or Series B Preferred OF SHARESRTIFICATE
Shares) TENDERED**MBER(S)
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<S> <C> <C> <C>
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
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TOTAL PUBLIC
COMMON SHARES
TENDERED:
-----------------------------------------------------------
TOTAL UNIT
VOTING SHARES
TENDERED:
-----------------------------------------------------------
TOTAL
SERIES A
PREFERRED
SHARES
TENDERED:
-----------------------------------------------------------
TOTAL
SERIES B
PREFERRED
SHARES
TENDERED:
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* Certificate numbers are not required if tender is made by book-entry transfer.
** If you decide to tender fewer than all Shares represented by a certificate listed above, please indicate in this column
the number of Shares you wish to tender. Otherwise, all Shares represented by such certificate will be deemed to have
been tendered. See Instruction 4.
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</TABLE>
<PAGE>
DELIVERY OF THIS LETTER OF TRANSMITTAL, OR TRANSMISSION VIA FACSIMILE
TRANSMISSION, TO AN ADDRESS OR FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER
OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED. YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND
COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED BELOW.
IF ANY OF THE SHARE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN
LOST OR DESTROYED, SEE INSTRUCTION 9.
NUMBER OF PUBLIC COMMON SHARES REPRESENTED BY THE LOST OR DESTROYED
CERTIFICATES: __________________________________________________________________
NUMBER OF UNIT VOTING SHARES REPRESENTED BY THE LOST OR DESTROYED CERTIFICATES:
________________________________________________________________________________
NUMBER OF SERIES A PREFERRED SHARES REPRESENTED BY THE LOST OR DESTROYED
CERTIFICATES: __________________________________________________________________
NUMBER OF SERIES B PREFERRED SHARES REPRESENTED BY THE LOST OR DESTROYED
CERTIFICATES: __________________________________________________________________
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders of Urban
Shopping Centers, Inc., a Maryland corporation ("Urban"), either if certificates
("Share Certificates") representing Shares (as defined below), are to be
forwarded herewith or, unless an Agent's Message (as defined in Section 2 of the
Offer to Purchase) is utilized, if delivery of Shares is to be made by
book-entry transfer to an account maintained by ChaseMellon Shareholder
Services, L.L.C. (the "Depositary") at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in Section
3 of the Purchaser's Offer to Purchase dated October 2, 2000 (the "Offer to
Purchase").
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH
THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
If any stockholder wants to tender Shares in the Offer (as hereinafter
defined), but the Share Certificates are not immediately available, time will
not permit all required documents to reach the Depositary on or before the
Expiration Date (as defined in Section 1 of the Offer to Purchase) or the
procedures for book-entry transfer cannot be completed on time, such stockholder
may tender such Shares by following the procedures for guaranteed delivery set
forth in Section 3 in the Offer to Purchase. See Instruction 2 below.
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET
FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
--------------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
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2
<PAGE>
--------------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution Which Guaranteed Delivery: _____________________________
If delivery is by book-entry transfer, check box: / /
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
--------------------------------------------------------------------------------
Ladies and Gentlemen:
The undersigned hereby tenders to Head Acquisition, L.P., a Delaware limited
partnership ("the Purchaser") and an indirect wholly-owned subsidiary of Rodamco
North America N.V., a company organized under the laws of the Netherlands
("Rodamco NV"), the above-described (i) shares of common stock, par value $.01
per share (the "Public Common Shares"), including the associated preferred share
purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated
May 5, 1999, as amended, between Urban and First Chicago Trust Company of New
York, as Rights Agent, (ii) shares of unit voting common stock, par value $.01
per share (the "Unit Voting Shares" and, together with the Public Common Shares,
the "Common Shares"), including the associated Rights, (iii) shares of Series A
Cumulative Convertible Redeemable Preferred Stock, par value $.01 per share (the
"Series A Preferred Shares"), and (iv) shares of Series B Cumulative Convertible
Redeemable Preferred Stock, par value $.01 per share (the "Series B Preferred
Shares" and, together with the Series A Preferred Shares, the "Preferred
Shares"; the Preferred Shares and the Common Shares, together, the "Shares") of
Urban, pursuant to the Purchaser's offer to purchase all of the issued and
outstanding Shares at $48.00 per Share, net to the seller in cash (less any
required withholding taxes), without interest thereon (such amount, or any
greater amount per share paid pursuant to the Offer, the "Per Share Amount"),
upon the terms and subject to the conditions set forth in the Offer to Purchase,
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith, in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Purchaser all
right, title and interest in and to all the Shares that are being tendered
hereby and all dividends, distributions (including, without limitation,
distributions of additional Shares) and rights declared, paid or distributed in
respect of such Shares, except for dividends expressly permitted by the Merger
Agreement (collectively, "Distributions"), and irrevocably appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares and all Distributions, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver Share Certificates and all
Distributions, or transfer ownership of such Shares and all Distributions on the
account books maintained by the Book-Entry Transfer Facility, together, in
either case, with all accompanying evidences of transfer and authenticity, to or
upon the order of the Purchaser; (ii) present such Shares and all Distributions
for transfer on the books of Urban; and (iii) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares and all
Distributions, all in accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints each of Gerald E. Egan and
Daniel S. Weaver, as agent, attorney-in-fact and proxy of the undersigned, each
with full power of substitution, to vote in such manner as such attorney and
proxy or his substitute shall, in his sole discretion, deem proper and otherwise
act (by written consent or otherwise) with respect to all the Shares tendered
hereby which have been accepted for payment by the Purchaser prior to the time
of such vote or other action and all Shares and other securities issued in
Distributions in respect of such Shares, which the undersigned is entitled to
vote at any meeting of stockholders of Urban (whether annual or special and
whether or not an adjourned or postponed meeting) or consent in lieu of any such
meeting or otherwise. This proxy and power of attorney is coupled with an
interest in the Shares tendered hereby, is irrevocable and is granted in
consideration of, and is effective upon, the acceptance for payment of such
Shares by the Purchaser in accordance
3
<PAGE>
with the terms of the Offer. Such acceptance for payment shall revoke all other
proxies and powers of attorney granted by the undersigned at any time with
respect to such Shares (and all Shares and other securities issued in
Distributions in respect of such Shares), and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the undersigned with respect thereto. The undersigned
understands that, in order for Shares to be deemed validly tendered, immediately
upon the Purchaser's acceptance of such Shares for payment, the Purchaser, or
its designee, must be able to exercise full voting, consent and other rights
with respect to such Shares and other securities, including, without limitation,
voting at any meeting of Urban's stockholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and all Distributions, and that when such Shares are accepted for payment
by the Purchaser, the Purchaser will acquire good, marketable and unencumbered
title thereto and to all Distributions, free and clear of all liens,
restrictions, charges and encumbrances, and that none of such Shares or
Distributions will be subject to any adverse claim. The undersigned, upon
request, shall execute and deliver all additional documents deemed by the
Depositary or the Purchaser to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby and all Distributions. In
addition, the undersigned shall remit and transfer promptly to the Depositary
for the account of the Purchaser all Distributions in respect of the Shares
tendered hereby, accompanied by appropriate documentation of transfer, and
pending such remittance and transfer or appropriate assurance thereof, the
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the Shares tendered
hereby, or deduct from such purchase price, the amount or value of such
Distribution as determined by the Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable. See
Section 4 in the Offer to Purchase.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer. The Purchaser's acceptance of such Shares for
payment will constitute a binding agreement between the undersigned and the
Purchaser upon the terms and subject to the conditions of the Offer, as well as
the undersigned's representation and warranty to the Purchaser and Urban that
(i) the undersigned has a net long position in the Shares or equivalent
securities being tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (ii) the
tender of such Shares complies with Rule 14e-4 of the Exchange Act. Without
limiting the foregoing, if the price to be paid in the Offer is amended in
accordance with the Offer, the price to be paid to the undersigned will be the
amended price notwithstanding the fact that a different price is stated in this
Letter of Transmittal. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, the Purchaser may not be
required to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of all Shares
purchased, and return all Share Certificates not purchased or not tendered in
the name(s) of the registered holder(s) appearing above in the box entitled
"Description of Shares Tendered." Similarly, unless otherwise indicated in the
box entitled "Special Delivery Instructions," please mail the check for the
purchase price of all Shares purchased and all Share Certificates not tendered
or not purchased (and accompanying documents, as appropriate) to the address(es)
of the registered holder(s) appearing above in the box entitled "Description of
Shares Tendered." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased and return all
Share Certificates not purchased or not tendered in the name(s) of, and mail
such check and Share Certificates to, the person(s) so indicated. Unless
otherwise indicated herein in the box entitled "Special Payment Instructions,"
please credit any Shares tendered hereby and delivered by book-entry transfer,
but which are not purchased, by crediting the account at the Book-Entry Transfer
Facility. The undersigned recognizes that the Purchaser has no obligation,
pursuant to the Special Payment Instructions, to transfer any Shares from the
name of the registered holder(s) thereof if the Purchaser does not purchase any
of the Shares tendered hereby.
The undersigned understands that the Purchaser reserves the right to
transfer or assign, in whole at any time, or in part from time to time, to one
or more of its affiliates, the right to purchase all or any portion of the
Shares tendered pursuant to the Offer, but any such transfer or assignment will
not relieve the Purchaser of its obligations under the Offer and will in no way
prejudice the rights of tendering stockholders to receive payment for Shares
validly tendered and accepted for payment pursuant to the Offer.
4
<PAGE>
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TENDER OF SHARES HELD IN THE DIRECTSERVICE-TM- PROGRAM
(SEE INSTRUCTION 10)
Complete this section if you want to tender Shares held on your behalf in
The DirectSERVICE-TM- Program for
Shareholders of Urban Shopping Centers, Inc. Please check only one box. If you
check more than one box, or you check the second box but do not indicate a
number of Shares, none of the Shares held in your program account will be
tendered.
/ / Instruct the program administrator to tender ALL of the Shares credited to
my program account.
/ / Instruct the program administrator to tender the following number of Shares
credited to my program account.
-------------- Number of Shares to be tendered.
--------------------------------------------------------------------------------
------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share Certificates not tendered or not purchased
and/or the check for the purchase price of the Shares purchased are to be
issued in the name of and sent to someone other than the undersigned, or if
Shares tendered by book-entry transfer which are not purchased are to be
returned by credit to an account maintained at the Book-Entry Transfer
Facility other than the account indicated above.
Issue [ ] Check and/or [ ] Public Common Share Certificate(s)
and/or [ ] Unit Voting Share Certificate(s) and/or [ ] Series A
Preferred Share Certificate(s) and/or [ ] Series B Preferred Share
Certificate(s) to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
(ALSO COMPLETED SUBSTITUTE FORM W-9 BELOW)
------------------------------------------------------------
------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share Certificates not tendered or not purchased
and/or the check for the purchase price of the Shares purchased are to be
sent to someone other than the undersigned, or to the undersigned at an
address other than that shown above.
Deliver [ ] Check and/or [ ] Public Common Share Certificate(s) and/or
[ ] Unit Voting Share Certificate(s) and/or [ ] Series A Preferred
Share Certificate(s) and/or [ ] Series B Preferred Share Certificate(s)
to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.)
------------------------------------------------------------
5
<PAGE>
--------------------------------------------------------------------------------
IMPORTANT
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
________________________________________________________________________________
________________________________________________________________________________
(SIGNATURE(S) OF HOLDER(S))
Dated: _________________ , 2000.
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by Share Certificates and documents transmitted
herewith. If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please set forth full title and see Instructions 1 and
5.)
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address: _______________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Name of Firm: __________________________________________________________________
Capacity (Full Title): _________________________________________________________
Area Code and Telephone Number: ________________________________________________
Tax Identification or Social Security Number: __________________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED - SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: __________________________________________________________
Name (Please Print): ___________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Full Title and Name of Firm: ___________________________________________________
Area Code and Telephone Number: ________________________________________________
Dated: _________________ , 2000.
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6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
To complete the Letter of Transmittal, you must do the following:
- Fill in the box entitled "Description of Shares Being Tendered."
- Sign and date the Letter of Transmittal in the box entitled "Sign Here."
- Fill in and sign in the box entitled "Substitute Form W-9."
In completing the Letter of Transmittal, you may (but are not required to)
also do the following:
- If you want the payment for any Shares purchased to be issued in the name
of another person, complete the box entitled "Special Payment
Instructions."
- If you want any certificate for Shares not tendered or Shares not
purchased to be issued in the name of another person, complete the box
entitled "Special Payment Instructions."
- If you want any payment for Shares or certificate for Shares not tendered
or purchased to be delivered to an address other than that appearing under
your signature, complete the box entitled "Special Delivery Instructions."
If you complete the box entitled "Special Payment Instructions" or "Special
Delivery Instructions," you must have your signature guaranteed by an Eligible
Institution (as defined in Instruction 1 below) unless the Letter of Transmittal
is signed by an Eligible Institution.
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program (an "Eligible Institution"), unless (i) this Letter of
Transmittal is signed by the registered holder(s) (which term, for purposes of
this document, shall include any participant in the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of Shares) of the
Shares tendered hereby and such holder(s) has not completed either the box
labeled "Special Payment Instructions" or the box labeled "Special Delivery
Instructions" herein or (ii) such Shares are tendered for the account of an
Eligible Institution. If a Share Certificate is registered in the name of a
person other than the person signing this Letter of Transmittal, or if payment
is to be made, or a Share Certificate not accepted for payment and not tendered
is to be returned to a person other than the registered holder(s), then such
Share Certificate must be endorsed or accompanied by appropriate stock powers,
in either case, signed exactly as the name(s) of the registered holder(s) appear
on such Share Certificate, with the signatures on such Share Certificate or
stock powers guaranteed as described above. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter
of Transmittal is to be used either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message (as defined below) is used, if Shares are
to be delivered by book-entry transfer pursuant to the procedure set forth in
Section 3 of the Offer to Purchase. Share Certificates representing all
physically tendered Shares, or confirmation of a book-entry transfer, if such
procedure is available, into the Depositary's account at the Book-Entry Transfer
Facility ("Book-Entry Confirmation") of all Shares delivered by book-entry
transfer together with a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), or an Agent's Message in the case of
book-entry transfer, and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses set
forth herein prior to the Expiration Date. If Share Certificates are forwarded
to the Depositary in multiple deliveries, a properly completed and duly executed
Letter of Transmittal must accompany each such delivery.
Stockholders whose Share Certificates are not immediately available, who
cannot deliver their Share Certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis may tender their Shares
pursuant to the guaranteed delivery procedure described in Section 3 of the
Offer to Purchase. Pursuant to such procedure: (i) such tender must be made by
or through an Eligible Institution; (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form made available by the
Purchaser, must be received by the Depositary prior to the Expiration Date; and
(iii) the Share Certificates representing all physically delivered Shares in
proper form for transfer by delivery, or Book-Entry Confirmation of all Shares
delivered by book-entry transfer, in each case together with a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message), and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three New York Stock
Exchange trading days after the date of execution of such Notice of Guaranteed
Delivery, all as described in Section 3 of the Offer to Purchase.
7
<PAGE>
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of the
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participants in the Book-Entry
Transfer Facility tendering the Shares that such participant has received this
Letter of Transmittal and agrees to be bound by the terms of this Letter of
Transmittal and that the Purchaser may enforce such agreement against such
participant.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or facsimile hereof), all tendering stockholders waive any right to receive any
notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers, the number of Shares
represented by such Share Certificates and the number of Shares tendered should
be listed on a separate signed schedule and attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any Share
Certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of Shares which are to be tendered in the box entitled "Number of
Shares Tendered (Specify whether Public Common Shares, Unit Voting Shares,
Series A Preferred Shares or Series B Preferred Shares)." In such cases, a new
certificate representing the remainder of the Shares that were represented by
the Share Certificates delivered to the Depositary herewith will be sent to each
person signing this Letter of Transmittal, unless otherwise provided in the box
entitled "Special Delivery Instructions" herein, as soon as practicable after
the expiration or termination of the Offer. All Shares represented by Share
Certificates delivered to the Depositary will be deemed to have been tendered
unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Share Certificates evidencing such Shares without alteration,
enlargement or any other change whatsoever.
If any Share tendered hereby is owned of record by two or more persons, all
such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificates or separate stock
powers are required, unless payment is to be made to, or Share Certificates not
tendered or not purchased are to be issued in the name of, a person other than
the registered holder(s), in which case, the Share Certificate(s) representing
the Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear on such Share Certificate(s). Signatures on such Share Certificate(s) and
stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
representing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on such Share Certificate(s). Signatures on such
Share Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Purchaser of such person's authority to so act must be submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Purchaser will pay all stock transfer taxes with respect to the sale and
transfer of any Shares to it or its order pursuant to the Offer. If, however,
8
<PAGE>
payment of the purchase price of any Shares purchased is to be made to, or Share
Certificate(s) representing Shares not tendered or not purchased are to be
issued in the name of, a person other than the registered holder(s), the amount
of any stock transfer taxes (whether imposed on the registered holder(s), such
other person or otherwise) payable on account of the transfer to such other
person will be deducted from the purchase price of such Shares purchased, unless
evidence satisfactory to the Purchaser of the payment of such taxes, or
exemption therefrom, is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES REPRESENTING THE
SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any Shares tendered hereby is to be issued, or Share Certificate(s)
representing Shares not tendered or not purchased are to be issued, in the name
of a person other than the person(s) signing this Letter of Transmittal or if
such check or any such Share Certificate is to be sent to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at an address other than that shown in the box
entitled "Description of Shares Tendered" herein, the appropriate boxes in this
Letter of Transmittal must be completed. Stockholders delivering Shares tendered
hereby by book-entry transfer may request that Shares not purchased be credited
to the account maintained at the Book-Entry Transfer Facility as such
stockholder may designate in the box entitled "Special Payment Instructions"
herein. If no such instructions are given, all such Shares not purchased will be
returned by crediting the same account at the Book-Entry Transfer Facility as
the account from which such Shares were delivered.
8. WAIVER OF CONDITIONS. The conditions of the Offer may be waived, in
whole or in part, by the Purchaser, in its sole discretion, at any time and from
time to time, in the case of any Shares tendered. See Section 14 of the Offer to
Purchase.
9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Share Certificate(s)
have been lost, destroyed or stolen, the stockholder should promptly contact
Urban's transfer agent, EquiServe Trust Company (telephone (781) 575-4816) for
instructions as to the procedures for replacing the Share Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the lost,
destroyed or stolen certificates have been replaced and the replacement Share
Certificates have been delivered to the Depositary in accordance with the
procedures set forth in Section 3 of the Offer to Purchase and the instructions
contained in this Letter of Transmittal.
10. THE DIRECTSERVICE-TM- PROGRAM. If you want to tender Shares held in
your program account under The DirectSERVICE-TM- Program For Shareholders of
Urban Shopping Centers, Inc., you must:
- complete the box in this Letter of Transmittal entitled "Tender of Shares
Held in The DirectSERVICE-TM- Program" by choosing the option to tender
all of your Shares in the program account or the option to tender a
specific number of Shares held in your program account (if the box is not
completed, no Shares held in your program account will be tendered); and
- indicate the number of Shares being tendered from the program account in
the box in this Letter of Transmittal entitled "Description of Shares
Tendered."
If you tender Shares held in your program account, all such Shares credited
to your program account, including fractional shares, will be tendered, unless
otherwise specified in the box entitled "Tender of Shares Held in the
DirectSERVICE-TM- Program."
11. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Information Agent or the
Dealer Manager at their respective addresses or telephone numbers set forth
below. Additional copies of the Offer to Purchase, this Letter of Transmittal,
the Notice of Guaranteed Delivery and the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 may be obtained from the
Information Agent or the Dealer Manager or from brokers, dealers, commercial
banks or trust companies.
12. SUBSTITUTE FORM W-9. Each tendering stockholder is required to provide
the Depositary with a correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 which is provided under "Important Tax Information" below,
and to certify, under penalties of perjury, that such number is correct and that
such stockholder is not subject to backup withholding of Federal income tax. If
a tendering stockholder has been notified by the Internal Revenue Service that
such stockholder is subject to backup withholding, such stockholder must cross
out item (2) of the Certification box of the Substitute Form W-9, unless such
stockholder has since been notified by the Internal Revenue Service that such
stockholder is no longer subject to backup withholding. Failure to provide the
requisite information on the Substitute Form W-9 may subject the tendering
stockholder to a $50 penalty imposed by the Internal Revenue Service and to 31%
Federal income tax withholding on the payment of the purchase price of all
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Shares purchased from such stockholder. If the tendering stockholder has not
been issued a TIN and has applied for one or intends to apply for one in the
near future, such stockholder should write "Applied For" in the space provided
for the TIN in Part I of the Substitute Form W-9, and sign and date the
Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification
Number. If "Applied For" is written in Part I and the Depositary is not provided
with a TIN by the time of the payment of purchase price to the tendering
stockholder pursuant to the Offer, the Depositary will withhold 31% on such
payments. Each foreign stockholder must complete and submit Form W-8 in order to
be exempt from the 31% Federal income tax backup withholding due on payments
with respect to the Shares.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO THE EXPIRATION OF THE OFFER, AND EITHER SHARE CERTIFICATES
FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE
DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR
TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE
PROCEDURES FOR GUARANTEED DELIVERY.
IMPORTANT TAX INFORMATION
Under the Federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required by law to provide the Depositary (as payer)
with such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's Social Security
number. If the Depositary is not provided with the correct TIN, the stockholder
may be subject to a $50 penalty imposed by the Internal Revenue Service and
payments that are made to such stockholder with respect to Shares purchased
pursuant to the Offer may be subject to backup withholding of 31%.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such individual must submit a Form W-8, certificate of foreign
status, signed under penalties of perjury, attesting to such individual's exempt
status. A Form W-8 can be obtained from the Depositary. Exempt stockholders
should furnish their TIN, check the box in part 2 of the Substitute Form W-9,
and sign, date and return the Substitute Form W-9 to the Depositary. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions. A stockholder should consult
his or her tax advisor as to such stockholder's qualification for an exemption
from backup withholding and the procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the Federal income tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of such stockholder's correct TIN by
completing the form below certifying that (a) the TIN provided on Substitute
Form W-9 is correct (or that such stockholder is awaiting a TIN) and (b) that
(i) such stockholder has not been notified by the Internal Revenue Service that
such stockholder is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) after being so notified the Internal
Revenue Service has notified such stockholder that such stockholder is no longer
subject to backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the Social Security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report. If the tendering stockholder has not been issued a TIN
and has applied for a number or intends to apply for a number in the near
future, the stockholder should write "Applied For" in the space provided for the
TIN in Part I, and sign and date the Substitute Form W-9 and the Certificate of
Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I
and the Depositary is not provided with a TIN by the time of payment of purchase
price pursuant to the Offer, the Depositary will withhold 31% of such payments.
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TO BE COMPLETED BY ALL STOCKHOLDERS
<TABLE>
<S> <C> <C>
------------------------------------------------------------------------------------------------------------
PAYER: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS DEPOSITARY
------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--TAXPAYER IDENTIFICATION
FORM W-9 NUMBER--PLEASE PROVIDE YOUR TIN Social Security number
Department of the Treasury IN THE BOX AT RIGHT AND CERTIFY
Internal Revenue Service BY SIGNING AND DATING BELOW. If or
awaiting TIN, write "Applied
Payer's Request for Taxpayer For." Employer identification number
Identification Number (TIN) and
Certification -------------------
------------------------------------------------------------------------------------------------------------
PART 2--For Payees Exempt from Backup Withholding--Check the box if you are NOT subject to backup
withholding. [ ]
------------------------------------------------------------------------------------------------------------
PART 3--Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a
number to be issued to me); and
(2) I am not subject to backup withholding either because (i) I am exempt from backup withholding, (ii) I
have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified
me that I am no longer subject to backup withholding.
------------------------------------------------------------------------------------------------------------
SIGNATURE: DATE:
NAME (Please Print):
------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) in Part 3 above if you have been notified by the IRS
that you are subject to backup withholding because of under-reporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were subject to backup withholding you received
another notification from the IRS stating that you are no longer subject to backup withholding, do not cross
out item (2).
------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. IN ADDITION,
FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN A PENALTY IMPOSED BY
THE INTERNAL REVENUE SERVICE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL INFORMATION.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" INSTEAD
OF A TIN IN THE SUBSTITUTE FORM W-9.
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (i) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or social security Administration Office, or
(ii) I intend to mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number within 60 days, 31% of
all reportable payments made to me thereafter will be withheld.
Signature: Date:
Name (Please Print):
--------------------------------------------------------------------------------
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Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager at the addresses and telephone numbers set forth
below. Requests for additional copies of this Offer to Purchase and the Letter
of Transmittal may be directed to the Information Agent. Stockholders may also
contact their brokers, dealers, commercial banks, trust companies or other
nominees for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE: (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
CHASE SECURITIES INC.
270 Park Avenue
New York, New York 10017
Call Collect: (212) 270-0895
October 2, 2000
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