<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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)
OCTOBER 31, 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,827,672
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,827,672
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,827,672
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%*
14 TYPE OF REPORTING PERSON
PN
* The percentage of the class is based on an estimate of the number of
shares of Common Stock outstanding on October 31, 2000.
<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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,018,182
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,177,088
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,018,182
PERSON WITH 10 SHARED DISPOSITIVE POWER
2,177,088
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,195,270
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%*
14 TYPE OF REPORTING PERSON
PN
* The percentage of the class is based on an estimate of the number of
shares of Common Stock outstanding on October 31, 2000.
<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
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,177,088
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,177,088
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,177,088
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%*
14 TYPE OF REPORTING PERSON
PN
* The percentage of the class is based on an estimate of the number of
shares of Common Stock outstanding on October 31, 2000.
<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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,177,088
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
2,177,088
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,177,088
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%*
14 TYPE OF REPORTING PERSON
PN
* The percentage of the class is based on an estimate of the number of
shares of Common Stock outstanding on October 31, 2000.
<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
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
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)
0.6%*
14 TYPE OF REPORTING PERSON
PN
* The percentage of the class is based on an estimate of the number of
shares of Common Stock outstanding on October 31, 2000.
<PAGE>
CUSIP NO. 971060 10 5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JMB Investment Holdings-I, 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
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
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)
0.6%*
14 TYPE OF REPORTING PERSON
CO
* The percentage of the class is based on an estimate of the number of
shares of Common Stock outstanding on October 31, 2000.
<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
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,018,182
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,018,182
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,018,182
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%*
14 TYPE OF REPORTING PERSON
PN
* The percentage of the class is based on an estimate of the number of
shares of Common Stock outstanding on October 31, 2000.
<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
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,150,219
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,150,219
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,150,219
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
CO
* The percentage of the class is based on an estimate of the number of
shares of Common Stock outstanding on October 31, 2000.
<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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,150,219
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,150,219
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,150,219
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,150,219
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
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
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. 2 (this "Amendment") is being filed to a Schedule 13D
dated October 14, 1993 and amended October 3, 2000 by Center Partners, Ltd.,
UIDC Holdings, L.P., Urban-Water Tower Associates, Miami Associates, L.P.,
JMB Investment Holdings-I, Inc., Old Orchard Limited Partnership, JMB Realty
Corporation, JMB/Miami Investors L.P., JMB Properties Company, JMB RES
Managers, Inc., the 1975 Judd D. Malkin Life Insurance Trust, 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 amended to eliminate JMB/Miami Investors L.P., JMB
Properties Company and JMB RES Managers, Inc. as persons filing this Amendment.
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 5(c) for certain dispositions of beneficial
ownership of Common Stock by the filing persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
THE FOLLOWING INFORMATION IS FROM AMENDMENT NO. 1 TO THE SCHEDULE 13D FILING IN
OCTOBER OF 2000. 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. 3,827,672 3,827,672 15.6
UIDC Holdings, L.P. 3,195,270 3,195,270 13.4
Urban-Water Tower Associates 2,177,088 2,177,088 9.5
Water Tower Associates-I, L.P. 2,177,088 2,177,088 9.5
Miami Associates, L.P. 127,277 127,277 0.6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Old Orchard Limited Partnership 1,018,182 1,018,182 4.7
JMB Realty Corporation 7,150,219 7,150,219 25.7
1975 Judd D. Malkin Life Insurance Trust 7,150,219 7,150,219 25.7
Neil G. Bluhm 7,150,219 7,150,219 25.7
Judd D. Malkin 0 0 0
JMB Investment Holdings - I, Inc. 127,277 127,277 0.6
H. Rigel Barber 0 0 0
Burton E. Glazov 0 0 0
Stuart C. Nathan 0 0 0
Gary A. Nickele 0 0 0
A. Lee Sacks 0 0 0
John G. Schreiber 0 0 0
</TABLE>
(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. 3,827,672 0 3,827,672 0
UIDC Holdings, L.P. 1,018,182 2,177,088 1,018,182 2,177,088
Urban-Water Tower Associates 2,177,088 0 2,177,088 0
Water Tower Associates-I, L.P. 0 2,177,088 0 2,177,088
Miami Associates, L.P. 127,277 0 127,277 0
Old Orchard Limited Partnership 1,018,182 0 1,018,182 0
JMB Realty Corporation 7,150,219 0 7,150,219 0
1975 Judd D. Malkin Life Insurance Trust 0 7,150,219 0 7,150,219
Neil G. Bluhm 0 7,150,219 0 7,150,219
Judd D. Malkin 0 0 0 0
JMB Investment Holdings - I, Inc. 127,277 0 127,277 0
H. Rigel Barber 0 0 0 0
Burton E. Glazov 0 0 0 0
Stuart C. Nathan 0 0 0 0
Gary A. Nickele 0 0 0 0
A. Lee Sacks 0 0 0 0
John G. Schreiber 0 0 0 0
</TABLE>
Center Partners, Ltd. owns 3,827,672 Units. Center Partners, Ltd. is a
limited partnership, the sole general partner of which is JMB Realty
Corporation.
Urban-Water Tower Associates owns 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.
<PAGE>
Old Orchard Limited Partnership owns 1,018,182 Units. Old Orchard Limited
Partnership is a limited partnership, the sole general partner of which is UIDC
Holdings, L.P.
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.
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 7,150,219 shares of Common Stock beneficially owned by JMB Realty
Corporation. The 1975 Judd D. Malkin Life Insurance Trust is a significant
stockholder of JMB Realty Corporation. The 1975 Judd D. Malkin Life Insurance
Trust disclaims beneficial ownership of the shares of Common Stock beneficially
owned by JMB Realty Corporation.
Mr. Bluhm may be deemed to beneficially own and to share voting and
dispositive power with respect to the 7,150,219 shares of Common Stock
beneficially owned by JMB Realty Corporation. Mr. Bluhm is a significant
stockholder of JMB Realty Corporation. Mr. Bluhm disclaims beneficial ownership
of the shares of Common Stock beneficially owned by JMB Realty Corporation.
(c) On or prior to October 30, 2000 the following filing persons tender the
listed number of (i) shares of Common Stock or (ii) shares of Common Stock into
which Units were converted prior to the tender or (iii) shares of Unit Voting
Stock:
<TABLE>
<CAPTION>
Units Converted into
Common Stock Tendered Common Stock and Unit Voting Stock
Person Tendered Tendered
------------------------------------------------ ----------------------- ---------------------- --------------------
<S> <C> <C> <C>
Center Partners, Ltd. 1,409,251 261,677 170,389
UIDC Holdings, L.P. 286,839 1,145,088 47,712
Urban-Water Tower Associates -- 0 90,712
JMB/Miami Investors, L.P. -- 273,067 11,378
Miami Associates, L.P. -- 0 5,303
JMB Properties Company -- 243,513 10,146
Old Orchard Limited Partnership -- 0 42,424
</TABLE>
(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) The following persons have ceased to be 5% beneficial owner of the
Common Stock of Urban Shopping Centers, Inc.: JMB/Miami Investors, L.P., JMB
Properties Company and JMB RES Managers, Inc.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
TO THE EXTENT THAT THIS INFORMATION HAS NOT CHANGED, IT CAN BE DELETED FROM
THIS AMENDMENT.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
No exhibits are being filed with this Amendment.
<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: November 1, 2000
Center Partners, Ltd.
By: JMB Realty Corporation
General Partner
By: /s/ Gary Nickele
-------------------------------
Name: Gary Nickele
Title: Executive Vice President
UIDC Holdings, L.P.
By: JMB Realty Corporation
General Partner
By: /s/ Gary Nickele
-------------------------------
Name: Gary 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 Nickele
-------------------------
Name: Gary Nickele
Title: Executive
Vice President
By: Water Tower Associates-I, L.P.
General Partner
By: JMB Realty Corporation
General Partner
By: /s/ Gary Nickele
-------------------------
Name: Gary Nickele
Title: Executive
Vice President
<PAGE>
Miami Associates, L.P.
By: JMB Investment Holdings-I, Inc.
General Partner
By: /s/ Gary Nickele
-------------------------------
Name: Gary Nickele
Title: Vice President
JMB Investment Holdings-I, Inc.
By: /s/ Gary Nickele
-------------------------------
Name: Gary Nickele
Title: Vice President
Old Orchard Limited Partnership
By: UIDC Holdings, L.P.
General Partner
By: JMB Realty Corporation
General Partner
By: /s/ Gary Nickele
---------------------------
Name: Gary Nickele
Title: Executive Vice President
JMB/Miami Investors, L.P.
By: JMB Investment Holdings-I, Inc.
General Partner
By: /s/ Gary Nickele
-------------------------------
Name: Gary Nickele
Title: Vice President
JMB RES Managers, Inc.
By: /s/ Gary Nickele
-------------------------------
Name: Gary Nickele
Title: Vice President
<PAGE>
JMB Properties Company
By: JMB RES Managers, Inc.
General Partner
By: /s/ Gary Nickele
-------------------------------
Name: Gary Nickele
Title: Vice President
JMB Realty Corporation
By: /s/ Gary Nickele
-------------------------------
Name: Gary Nickele
Title: Executive Vice President
1975 Judd D. Malkin Life Insurance Trust
By: /s/ Judd D. Malkin
-------------------------------
Name: Judd D. Malkin
Title: Trustee
/s/ Neil G. Bluhm
------------------------------
Neil G. Bluhm
/s/ Judd D. Malkin
------------------------------
Judd D. Malkin
