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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
Urban Shopping Centers, Inc.
(Name of Subject Company)
Urban Shopping Centers, Inc.
(Name of Person(s) Filing Statement)
Common Stock, $.01 par value per share
(including the associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
917060 10 5
(CUSIP Number of Class of Securities)
Matthew S. Dominski
Urban Shopping Centers, Inc.
900 North Michigan Avenue, Suite 1500
Chicago, Illinois 60611
(312) 915-2000
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of the person(s) filing statement)
With copies to:
Edward J. Schneidman Steven J. Gavin
Mayer, Brown & Platt Winston & Strawn
190 South LaSalle Street 35 West Wacker Drive
Chicago, Illinois 60603 Chicago, Illinois 60601
(312) 782-0600 (312) 558-5600
/X/ Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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FOR IMMEDIATE RELEASE
RODAMCO NORTH AMERICA N.V. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE URBAN SHOPPING
CENTERS, INC. IN US$3.4 BILLION TRANSACTION
--The New RNA Will Be Twice the Size and a Fully Integrated, Self-Managed
Regional Mall Leader --
CHICAGO, SEPTEMBER 25/PRNEWSWIRE/ -- RODAMCO NORTH AMERICA N.V. ("RNA") (AMEX:
RDMA), a leading Dutch-based U.S. regional mall property company, and URBAN
SHOPPING CENTERS, INC. ("URBAN") (NYSE: URB), a leading owner and operator of
premier regional malls in the United States, jointly announced today that they
have signed a definitive agreement providing for RNA's acquisition of all of
Urban's outstanding shares of capital stock for US$48 per share in cash. The
total value of the all-cash transaction, including the assumption of Urban's
debt, totals US$3.4 billion. Both RNA's Supervisory Board and Urban's Board of
Directors have approved the transaction. The two companies expect to proceed
with an all-cash tender offer within the next week and expect to close the
transaction in November. RNA management believes the transaction will be
immediately accretive to its earnings per share.
"This acquisition will transform RNA into a fully integrated, self-managed
company," said Gerald E. Egan, Chief Executive Officer of RNA. "Urban's
strengths in property management and leasing will enable RNA to replace
functions that we previously outsourced to third-party companies. These
strengths will give us the capability to reduce costs and maximize the value of
our current portfolio."
Egan emphasized, "This is a rare opportunity to bring together two companies
with regional mall portfolios of extraordinary quality. Portfolio sales per
square foot are expected to be approximately US$445 on a pro forma basis in
2000, which we believe will be one of the highest in the industry. With the
completion of this acquisition, RNA will become the third largest regional mall
company in the United States, more than doubling in size to approximately US$7
billion in assets, with far greater geographic diversification throughout the
United States than we had before. Considering the ideal fit between the two
companies' portfolios, with virtually no overlap in their organizational
structures, we believe the integration will be fairly seamless."
Matthew S. Dominski, Chief Executive Officer of Urban, commented, "RNA and Urban
combine two regional mall leaders with high quality properties and a
long-standing commitment to superior service. The US$48 price provides our
shareholders with a 39% premium to today's closing price of US$34.44 per share.
This transaction not only provides an attractive value for Urban shareholders,
it is also good for our employees. We expect Urban's employees to continue with
the new company."
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Egan said the acquisition builds on RNA's strategy to focus on its core business
of high quality regional malls in the United States. RNA currently has interests
in 16 regional shopping malls totaling approximately 20 million square feet with
properties in 11 states. After the acquisition, RNA will have a combined
portfolio of 36 regional malls totaling 40 million square feet with properties
in 15 states.
RNA's newly combined portfolio will include such landmark properties as: Water
Tower Place in Chicago, Copley Place in Boston, Houston Galleria in Houston, San
Francisco Shopping Center in San Francisco, Century City Shopping Center in Los
Angeles, Perimeter Mall in Atlanta, Florida Mall in Orlando, and Garden State
Plaza in Paramus, New Jersey.
Gerald Egan will continue as Chief Executive Officer of the newly merged entity.
Egan commented, "Our new combined management team will have strong depth and
expertise, with leaders from both companies assuming key positions. We are very
pleased that Urban's Matthew Dominski and Adam Metz, President of Urban, will be
an integral part of our management team." Egan noted that the Supervisory and
Management boards of RNA will remain unchanged. RNA's U.S. operations will be
headquartered in Chicago.
The original founders of Urban, which in the aggregate currently own a 35%
interest in Urban on a fully diluted basis, will retain a non-controlling
minority interest in the Urban portfolio. The original founders of Urban have
agreed to vote in favor of the acquisition as part of the definitive agreement.
The tender offer will be subject to certain customary conditions; however, the
tender offer is not subject to a financing condition.
Chase Securities Inc. is the exclusive financial advisor to RNA in this
transaction as well as the sole lead arranger and book manager for the
acquisition financing. The Chase Manhattan Bank has committed to provide RNA
acquisition financing of US$1.66 billion, allowing RNA to fund 100% of the
acquisition price and working capital requirements. Morgan Stanley Dean Witter
has acted as financial advisor to the Urban Board and has issued a fairness
opinion in connection with the proposed transaction.
RREEF is the exclusive investment advisor to RNA.
PROFILE: RNA
Rodamco North America N.V. is a major property investment company operating in
the United States and is one of the largest property companies quoted on the
Official Market of the Amsterdam Exchanges. During the past few years, RNA has
been involved in a de-merger process from the former Rodamco, in which it has
focused on building a portfolio of high quality regional malls in the United
States.
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The company owns interests in 16 regional shopping malls located across the
United States, the 745 Fifth Avenue office building in New York City, and
investments in private ventures. As of the end of its financial year ended
February 29, 2000, real estate assets were valued at approximately US$2.5
billion and comprised approximately 75% of RNA's investment portfolio by value.
The private venture portfolio consists of investments in six private real estate
companies. For its first quarter ended May 31, 2000, RNA profits increased 5% on
a 9% increase in rental income from its regional shopping mall portfolio.
PROFILE: URBAN SHOPPING CENTERS, INC.
Urban is a self-administered real estate investment trust (REIT) and is a U.S.
leader in the regional shopping mall industry. Urban is headquartered in Chicago
and has over 2,200 employees. The company went public in October 1993 at a price
of US$23.50 per share, and its stock is listed on the New York Stock Exchange
and the Chicago Stock Exchange. Urban's annual dividend is currently US$2.36 per
share.
Urban, through its predecessor companies, has been in the shopping center
business for over 30 years and currently owns interests in 25 retail properties,
primarily regional malls throughout the United States. These properties comprise
more than 20 million square feet of retail space, making Urban one of the
largest regional mall property companies in the United States. During the past
five years, Urban has generated approximately 11% average annual growth in funds
available for distribution. For its second quarter ended June 30, 2000, Urban's
diluted funds available for distribution increased 11.5%, as sales per square
foot increased 6% to US$429.
The tender offer for the outstanding shares of urban stock described in this
announcement has not yet commenced, and this announcement is neither an offer to
purchase nor a solicitation of an offer to sell securities. The tender offer
will be made only through purchaser's offer to purchase and the related letter
of transmittal. We urge investors and security holders to read the following
documents when they become available, regarding the tender offer (described
above), because they will contain important information:
- Purchaser's tender offer statement on schedule to including the offer
to purchase, letter of transmittal and notice of guaranteed delivery.
- Urban's solicitation/recommendation statement on schedule 14d-9.
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These documents and amendments to these documents will be filed with the United
States Securities and Exchange Commission when the tender offer commences. When
these and other documents are filed with the SEC, they may be obtained free at
the SEC's web site at www.sec.gov. You may also obtain for free each of these
documents (when available) from the information agent for the offer, to be
announced.
Safe Harbor Statement. Certain statements set forth herein or incorporated by
reference herein from the company's filings under the Securities Exchange Act of
1934, as amended, contain forward-looking statements, including, without
limitation, statements relating to the timing and anticipated capital
expenditures of the company's development programs and acquisitions. Although
the company believes that the expectations reflected in such forward looking
statements are based on reasonable assumptions, the actual results may differ
materially from that set forth in the forward-looking statements. Certain
factors that might cause such differences include general economic conditions,
local real estate conditions, construction delays due to the unavailability of
construction materials, weather conditions or other delays beyond the control of
the company. Consequently, such forward-looking statements should be regarded
solely as reflections of the company's current operating, development and
acquisition plans and estimates. These plans and estimates are subject to
revision from time to time as additional information becomes available, and
actual results may differ from those indicated in the referenced statements.
SOURCE Urban Shopping Centers, Inc.
CONTACT: Astrid van der Put, 3110-2242037, or Dan Weaver, CFO, 404-995-7260,
both of Rodamco North America N.V.; Matthew Dominski, CEO, 312-915-1025, or Adam
Metz, President, 312-915-3568, both of Urban Shopping Centers; Investor
Relations, Carina Hamaker of First Financial, 3120-5754010; or Larry Stein,
312-640-6794; or Diane Rohlin, 312-640-6748, both of The Financial Relations
Board
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[URBAN SHOPPING CENTERS, INC. LOGO]
FOR IMMEDIATE RELEASE
URBAN SHOPPING CENTERS, INC. TO HOLD CONFERENCE CALL TO DISCUSS
DEFINITIVE AGREEMENT WITH RODAMCO NORTH AMERICA N.V.
CHICAGO, SEPTEMBER 26, 2000 - URBAN SHOPPING CENTERS, INC. (NYSE:URB), will
hold a conference call today to discuss the news released last night that it
has signed a definitive agreement with Rodamco North America N.V.
The conference call will be held on Tuesday, September 26, 2000 at 11:30 a.m.
Eastern, 10:30 a.m. Central, 9:30 a.m. Mountain, 8:30 a.m. Pacific
TO PARTICIPATE ON THE LIVE CALL, PLEASE DIAL THE FOLLOWING NUMBERS:
U.S. INVESTORS: please dial 800-297-9150 at LEAST 5 minutes before start time.
INTL. INVESTORS: please dial 703-871-3025 at LEAST 5 minutes before start time.
REPLAY: If you are unable to participate on the call, a replay will be
available from September 26, 2000 through October 26, 2000 at 11:59 p.m.
EDT by calling:
U.S. INVESTORS: 888-266-2086, code 4636105
INTL. INVESTORS: 703-925-2435, code 4636105
Urban is a self-administered real estate investment trust (REIT) and is a
U.S. leader in the regional shopping mall industry. Urban, through its
predecessor companies, has been in the shopping center business for over 30
years and currently owns interests in 25 retail properties, primarily
regional malls throughout the United States. These properties comprise more
than 20 million square feet of retail space, making Urban one of the largest
regional mall property companies in the United States.
CONTACT: Adam Metz, President of Urban Shopping Centers, Inc.
