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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 2--FINAL AMENDMENT)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
URBAN SHOPPING CENTERS, INC.
(Name of Subject Company (Issuer))
RODAMCO NORTH AMERICA N.V.
RODAMCO NORTH AMERICA B.V.
HEXALON REAL ESTATE, INC.
HEAD ACQUISITION, L.P.
HEAD ACQUISITION CORP.
(Names of Filing Persons (Offerors))
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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)
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GERALD E. EGAN
CHIEF EXECUTIVE OFFICER
HEXALON REAL ESTATE, INC.
950 EAST PACES FERRY ROAD, SUITE 2275
ATLANTA, GEORGIA 30326
TELEPHONE: (404) 266-1002
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
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COPIES TO:
STEVEN J. GAVIN, ESQ. CHARLES W. MULANEY, JR. EDWARD J. SCHNEIDMAN, ESQ.
WINSTON & STRAWN SKADDEN, ARPS, SLATE, MEAGHER MAYER, BROWN & PLATT
35 WEST WACKER DRIVE & FLOM (ILLINOIS) 190 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60601 333 WEST WACKER DRIVE CHICAGO, ILLINOIS 60603
TELEPHONE: (312) 558-5600 CHICAGO, ILLINOIS 60606 TELEPHONE: (312) 782-0600
TELEPHONE: (312) 407-0700
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$1,054,169,664.00 $210,834.00
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* Estimated for purposes of calculating the amount of filing fee only. This
calculation assumes the purchase of all outstanding shares of Urban Shopping
Centers, Inc.'s stock at a price per share of $48.00 in cash. As of
September 25, 2000, there were issued and outstanding (i) 17,781,018 shares
of common stock, par value $.01 per share, (ii) 407,935 shares of unit
voting common stock, par value $.01 per share, (iii) 2,999,400 shares of
Series A cumulative convertible redeemable preferred stock, par value $.01
per share, and (iv) 773,515 shares of Series B cumulative convertible
redeemable preferred stock, par value $.01 per share. The amount of the
filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50 of one percent of the
transaction valuation.
/X/ Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $210,834.
Form or Registration No.: Schedule TO (File No. 005-42973).
Filing Party: Rodamco North America N.V.; Rodamco North America B.V.; Hexalon
Real Estate, Inc.; Head Acquisition, L.P.; and Head Acquisition
Corp.
Date Filed: October 2, 2000.
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: /X/
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Rodamco North America N.V., Rodamco North America B.V., Hexalon Real
Estate, Inc., Head Acquisition, L.P. ("Head Acquisition LP") and Head
Acquisition Corp. hereby amend and supplement their Tender Offer Statement on
Schedule TO, filed on October 2, 2000 (the "Schedule TO"), with respect to Head
Acquisition LP's Offer for all of the issued and outstanding (i) Public Common
Shares, including the associated Rights, (ii) Unit Voting Shares, including the
associated Rights, (iii) Series A Preferred Shares and (iv) Series B Preferred
Shares of Urban Shopping Centers, Inc., as set forth in this Amendment No. 2.
Unless otherwise indicated, all capitalized terms used but not otherwise defined
herein shall have the meanings given to such terms in the Schedule TO.
ITEMS 1 THROUGH 9, 11 AND 12.
Items 1 through 9, 11 and 12 of the Schedule TO are hereby amended and
supplemented by adding thereto the following:
The Offer expired at 12:00 midnight, New York City time, on Monday,
October 30, 2000. Pursuant to the Offer, based on a report from the Depositary
for the Offer, Head Acquisition Corp accepted for payment 19,995,710 Common
Shares (including 407,935 Unit Voting Shares), 2,999,400 Series A Preferred
Shares and 773,515 Series B Preferred Shares, representing approximately 96.7%
of the outstanding Common Shares (including 2,864,913 Public Common Shares and
103,190 Unit Voting Shares subject to guarantees of delivery) and 100% of the
outstanding Preferred Shares.
On October 31, 2000, Rodamco NV issued a press release announcing the
results of the Offer. The full text of the press release is attached as
Exhibit (a)(10) hereto and is incorporated herein by reference.
Item 12 is hereby further amended and supplemented to add the following
exhibits:
(a)(9) Assignment and Assumption Agreement, dated as of October 31, 2000,
between Head Acquisition, L.P. and Head Acquisition Corp.
(a)(10) Text of Rodamco North America N.V.'s October 31, 2000 press release
announcing the results of the Offer.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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RODAMCO NORTH AMERICA N.V.
By: /s/ DANIEL S. WEAVER
Name: Daniel S. Weaver
Title: Managing Director and Chief Financial
Officer
Dated: October 31, 2000
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After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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RODAMCO NORTH AMERICA B.V.
By: /s/ DANIEL S. WEAVER
Name: Daniel S. Weaver
Title: Managing Director
Dated: October 31, 2000
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After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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HEXALON REAL ESTATE, INC.
By: /s/ DANIEL S. WEAVER
Name: Daniel S. Weaver
Title: Vice President
Dated: October 31, 2000
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After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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HEAD ACQUISITION, L.P.
By: HEXALON REAL ESTATE, INC.,
its General Partner
By: /s/ Daniel S. Weaver
Name: Daniel S. Weaver
Title: Vice President
Dated: October 31, 2000
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After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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HEAD ACQUISITION CORP.
By: /s/ Daniel S. Weaver
Name: Daniel S. Weaver
Title: Secretary, Treasurer and Vice President
Dated: October 31, 2000
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