<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
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))
------------------------------
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)
------------------------------
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)
------------------------------
<TABLE>
<S> <C> <C>
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
</TABLE>
------------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
-------------------------------------------------------- --------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
-------------------------------------------------------- --------------------------------------------------------
<S> <C>
$1,054,169,664.00 $210,834.00
</TABLE>
* 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.
/ / 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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
/ / 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: / /
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by
Rodamco North America N.V., a company organized under the laws of the
Netherlands ("Rodamco NV"), Rodamco North America B.V., a company organized
under the laws of the Netherlands and a wholly-owned subsidiary of Rodamco NV
("Rodamco BV"), Hexalon Real Estate, Inc., a Delaware corporation and an
indirect wholly-owned subsidiary of Rodamco NV ("Hexalon"), Head Acquisition,
L.P., a Delaware limited partnership and an indirect wholly-owned subsidiary of
Rodamco NV ("Head Acquisition LP"), and Head Acquisition Corp., a Delaware
corporation and an indirect wholly-owned subsidiary of Rodamco NV ("Head
Acquisition Corp"). This Schedule TO relates to the third-party tender offer by
Head Acquisition LP to purchase all of the issued and outstanding shares of
(i) common stock, par value $.01 (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 Shopping Centers,
Inc., a Maryland corporation ("Urban"), and First Chicago Trust Company of New
York, as Rights Agent, (ii) unit voting common stock, par value $.01 (together
with the Public Common Shares, the "Common Shares"), including the associated
Rights, (iii) Series A cumulative convertible redeemable preferred stock, par
value $.01 per share (the "Series A Preferred Shares"), and (iv) Series B
cumulative convertible redeemable preferred stock, par value $.01 per share
(together with the Series A Preferred Shares, the "Preferred Shares"; the Common
Shares and the Preferred Shares, together, the "Shares") of Urban, at a price
per Share of $48.00 net to the seller in cash, without interest thereon, subject
to reduction only for any federal backup withholding or stock transfer taxes
payable by seller.
The third-party tender offer described above is made upon the terms and
subject to the conditions set forth in Head Acquisition LP's Offer to Purchase
dated October 2, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). The information set forth in the Offer to
Purchase and the related Letter of Transmittal is incorporated herein by
reference with respect to Items 1-9 and 11 of this Schedule TO. The information
set forth in (i) the Confidentiality and Stand-Still Agreement, dated July 6,
2000, between Urban and Rodamco NV, a copy of which is attached hereto as
Exhibit (d)(1), (ii) the Agreement and Plan of Merger, dated as of September 25,
2000, by and among Rodamco NV, Hexalon, Head Acquisition LP, Head Acquisition
Corp, Urban and Urban Shopping Centers, L.P., an Illinois limited partnership
(the "Urban OP"), a copy of which is attached hereto as Exhibit (d)(2), (iii)
the Voting Agreement, dated as of September 25, 2000, by and among Rodamco,
Hexalon, Head Acquisition LP, Head Acquisition Corp, Urban and the Holders (as
defined therein), a copy of which is attached hereto as Exhibit (d)(3), (iv) the
Stock Purchase Agreement, dated as of September 25, 2000, by and among JMB
Properties Company, Head Management Company Holding, Inc. and Urban Retail
Properties Co., a copy of which is attached hereto as Exhibit (d)(4), (v) the
form of Third Amended and Restated Agreement of Limited Partnership of the Urban
OP by and among Head Acquisition LP, as the General Partner, and the Limited
Partners set forth therein, a copy of which is attached hereto as
Exhibit (d)(5),(vi) the form of Indemnification and Contest Agreement by and
among the Urban OP, Head Acquisition LP, Hexalon and the Indemnitees (as defined
therein), a copy of which is attached hereto as Exhibit (d)(6), and (vii) the
form of Insurance Agreement by and among Head Acquisition LP, the Urban OP and
JMB Insurance Agency Co., a copy of which is attached hereto as Exhibit (d)(7),
is incorporated herein by reference with respect to Items 5 and 11 of this
Schedule TO.
2
<PAGE>
ITEM 10. FINANCIAL STATEMENTS.
Not Applicable.
<TABLE>
<CAPTION>
<S> <C>
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase dated October 2, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Text of joint press release issued by Rodamco North America
N.V. and Urban Shopping Centers, Inc. dated September 25,
2000.
(a)(7) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(8) Form of summary advertisement.
(b)(1) Commitment Letter, dated September 25, 2000, among Hexalon
Real Estate Inc., The Chase Manhattan Bank and Chase
Securities Inc.
(c) Not applicable.
(d)(1) Confidentiality and Stand-Still Agreement, dated July 6,
2000, between Urban Shopping Centers, Inc. and Rodamco North
America N.V.
(d)(2) Agreement and Plan of Merger, dated as of 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.
(d)(3) Voting Agreement, dated as of 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 the Holders (as
defined therein).
(d)(4) Stock Purchase Agreement, dated as of September 25, 2000, by
and among JMB Properties Company, Head Management Company
Holding, Inc. and Urban Retail Properties Co.
(d)(5) Form of Third Amended and Restated Agreement of Limited
Partnership of Urban Shopping Centers, L.P. by and among
Head Acquisition, L.P., as the General Partner, and the
Limited Partners set forth therein.
(d)(6) Form of Indemnification and Contest Agreement by and among
Urban Shopping Centers, L.P., Head Acquisition L.P., Hexalon
Real Estate, Inc. and the Indemnitees (as defined therein).
(d)(7) Form of Insurance Agreement by and among Head Acquisition,
L.P., Urban Shopping Centers, L.P. and JMB Insurance Agency,
Inc.
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) None.
</TABLE>
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not Applicable.
3
<PAGE>
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.
<TABLE>
<S> <C> <C>
RODAMCO NORTH AMERICA N.V.
By: /s/ DANIEL S. WEAVER
Name: Daniel S. Weaver
Title: Managing Director and Chief Financial
Officer
Dated: October 2, 2000
</TABLE>
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.
<TABLE>
<S> <C> <C>
RODAMCO NORTH AMERICA B.V.
BY: RODAMCO NORTH AMERICA N.V.,
its sole director
By: /s/ DANIEL S. WEAVER
Name: Daniel S. Weaver
Title: Managing Director and Chief Financial
Officer
Dated: October 2, 2000
</TABLE>
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.
<TABLE>
<S> <C> <C>
HEXALON REAL ESTATE, INC.
By: /s/ DANIEL S. WEAVER
Name: Daniel S. Weaver
Title: Vice President
Dated: October 2, 2000
</TABLE>
4
<PAGE>
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.
<TABLE>
<S> <C> <C>
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 2, 2000
</TABLE>
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.
<TABLE>
<S> <C> <C>
HEAD ACQUISITION CORP.
By: /s/ Daniel S. Weaver
Name: Daniel S. Weaver
Title: Secretary, Treasurer and Vice President
Dated: October 2, 2000
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
--------------------- -----------
<S> <C>
(a)(1) Offer to Purchase dated October 2, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Text of joint press release issued by Rodamco North America
N.V. and Urban Shopping Centers, Inc. dated September 25,
2000.
(a)(7) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(8) Form of summary advertisement.
(b)(1) Commitment Letter, dated September 25, 2000, among Hexalon
Real Estate, Inc., The Chase Manhattan Bank and Chase
Securities Inc.
(c) Not applicable.
(d)(1) Confidentiality and Stand-Still Agreement, dated July 6,
2000, between Urban Shopping Centers, Inc. and Rodamco North
America N.V.
(d)(2) Agreement and Plan of Merger, dated as of 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.
(d)(3) Voting Agreement, dated as of 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 the Holders (as defined therein).
(d)(4) Stock Purchase Agreement, dated as of September 25, 2000, by
and among JMB Properties Company, Head Management Company
Holding, Inc. and Urban Retail Properties Co.
(d)(5) Form of Third Amended and Restated Agreement of Limited
Partnership of Urban Shopping Centers, L.P., by and among
Head Acquisition, L.P., as the General Partner, and the
Limited Partners set forth therein.
(d)(6) Form of Indemnification and Contest Agreement by and among
Urban Shopping Centers, L.P., Head Acquisition L.P., Hexalon
Real Estate, Inc. and the Indemnitees (as defined therein).
(d)(7) Form of Insurance Agreement among Head Acquisition, L.P.,
Urban Shopping Centers, L.P. and JMB Insurance Agency, Co.
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) None.
</TABLE>
6
