URBAN SHOPPING CENTERS INC, SC 13D/A, 2000-11-03

URBAN SHOPPING CENTERS INC
SC 13D/A, 2000-11-03
REAL ESTATE INVESTMENT TRUSTS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934

------------------------

URBAN SHOPPING CENTERS, INC.
(Name of Issuer)

COMMON STOCK,
PAR VALUE $.01 PER SHARE
(Title of Class of Securities)

917060 10 5
(CUSIP Number)

GERALD E. EGAN
CHIEF EXECUTIVE OFFICER
HEXALON REAL ESTATE, INC.
950 EAST PACES FERRY ROAD, SUITE 2275
ATLANTA, GEORGIA 30326
(404) 266-1002
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

With a copy to:
STEVEN J. GAVIN, ESQ.
WINSTON & STRAWN
35 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
(312) 558-5600

October 31, 2000
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d--1(e), 13d-1(f) or 13d-1(g), check the following
box / /.

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SCHEDULE 13D

CUSIP No. 917060 10 5

<TABLE>
<CAPTION>
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<C> <S> <C> <C> <C>
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Rodamco North America N.V.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS

OO(1)
------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e).
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6. CITIZENSHIP OR PLACE OF ORGANIZATION

Netherlands
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NUMBER OF SHARES 7. SOLE VOTING POWER - 0
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
---------------------------------------------------------
8. SHARED VOTING POWER - 31,719,589
---------------------------------------------------------
9. SOLE DISPOSITIVE POWER - 0
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER - 31,719,589
---------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

31,719,589
------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES. / /
------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

97.9%
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14. TYPE OF REPORTING PERSON -- CO
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</TABLE>

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(1) This Reporting Person may be deemed to beneficially own (i) 7,950,964
Public Common Shares by virtue of being a party to the Voting Agreement
and (ii) 23,768,625 Public Common Shares by virtue of this Reporting
Person's ability to control its subsidiaries which beneficially own such
Public Common Shares. No funds were expended by this Reporting Person to
acquire beneficial ownership of such shares.

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SCHEDULE 13D

CUSIP No. 917060 10 5

Rodamco North America B.V.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS

OO(2)
------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e).
------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

------------------------

(2) This Reporting Person may be deemed to beneficially own (i) 7,950,964
Public Common Shares by virtue of its ability to control one of the
parties to the Voting Agreement and (ii) 23,768,625 Public Common Shares
by virtue of this Reporting Person's ability to control its subsidiaries
which beneficially own such Public Common Shares. No funds were expended
by this Reporting Person to acquire beneficial ownership of such shares.

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SCHEDULE 13D

CUSIP No. 917060 10 5

Hexalon Real Estate, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS

OO(3)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e).
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6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
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NUMBER OF SHARES 7. SOLE VOTING POWER - 0
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
---------------------------------------------------------
8. SHARED VOTING POWER - 31,719,589
---------------------------------------------------------
9. SOLE DISPOSITIVE POWER - 0
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER - 31,719,589
---------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.

------------------------

(3) This Reporting Person may be deemed to beneficially own (i) 7,950,964
Public Common Shares by virtue of being a party to the Voting Agreement
and (ii) 23,768,625 Public Common Shares by virtue of this Reporting
Person's ability to control its subsidiaries which beneficially own such
Public Common Shares. No funds were expended by this Reporting Person to
acquire beneficial ownership of such shares.

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SCHEDULE 13D

CUSIP No. 917060 10 5

Head Acquisition, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS

BK, OO(4)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e).
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6. CITIZENSHIP OR PLACE OF ORGANIZATION

97.9%
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14. TYPE OF REPORTING PERSON -- PN
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</TABLE>

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(4) This Reporting Person may be deemed to beneficially own 7,950,964 Public
Common Shares by virtue of being a party to the Voting Agreement. No funds
were expended by this Rpeorting Person to acquire beneficial ownership of
such shares. This Reporting Person also borrowed funds which it
contributed to an affiliate to acquire beneficial ownership of 23,768,625
Public Common Shares.

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SCHEDULE 13D

CUSIP No. 917060 10 5

Head Acquisition Corp.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
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3. SEC USE ONLY
------------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS

AF, OO(5)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e).
------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

31,719,589
------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12. / /
------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

------------------------

(5) This Reporting Person may be deemed to beneficially own 7,950,964 Public
Common Shares by virtue of being a party to the Voting Agreement. No funds
were expended to acquire beneficial ownership of such shares. This
Reporting Person also used funds borrowed by an affiliate to acquire
beneficial ownership of 23,768,625 Public Common Shares.

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This Amendment No. 1 to the Statement on Schedule 13D ("Amendment No. 1")
amends and supplements the Statement on Schedule 13D (the "Schedule 13D") filed
jointly by Rodamco North America N.V., Rodamco North America B.V., Hexalon Real
Estate, Inc., Head Acquisition, L.P. and Head Acquisition Corp. (collectively,
the "Reporting Persons") on October 2, 2000. The Schedule 13D relates to the
Public Common Shares of Urban Shopping Centers, Inc. Unless otherwise indicated,
all capitalized terms used but not otherwise defined herein shall have the
meanings given to such terms in the Schedule 13D. This Amendment No. 1 amends
and supplements the Schedule 13D to, among other things, reflect Head
Acquisition Corp's acceptance for payment on October 31, 2000 of the 19,587,775
Public Common Shares, 407,935 Unit Voting Common Shares, 2,999,400 Series A
Preferred Shares and 773,515 Series B Preferred Shares tendered in the Offer.
The revised ownership percentages of the Reporting Persons set forth in this
Amendment No. 1 were calculated based on a total of 24,442,455 issued and
outstanding Public Common Shares as of the date of this filing.

ITEM 1. SECURITY AND ISSUER.

Item 1 is hereby amended and supplemented as follows:

After the purchase by Head Acquisition Corp of 19,587,775 Public Common
Shares, 407,935 Unit Voting Common Shares, 2,999,400 Series A Preferred Shares
and 773,515 Series B Preferred Shares pursuant to the Offer on October 31, 2000,
the Reporting Persons beneficially owned over 90% of the Public Common Shares
entitled to vote on the Merger. As a result, pursuant to the Merger Agreement,
the Common Share Option held by Hexalon can no longer be exercised. Therefore,
all references in this Amendment No. 1 to the beneficial ownership of Public
Common Shares in connection with any Reporting Person or any other person
assumes the exercise, conversion or exchange, as applicable, of (i) all options
held by any of the Holders exercisable for Public Common Shares or Common Units,
which Common Units in turn are exchangeable for Public Common Shares on a
one-for-one basis, (ii) all Common Units held by any of the Holders, which are
exchangeable for Common Shares on a one-for-one basis and (iii) all Preferred
Units held by any of the Holders, which are convertible into Common Units on a
one-for-one basis which Common Units in turn are exchangeable for Common Shares
on a one-for-one basis, and shall no longer assume the exercise of the Common
Share Option.

ITEM 2. IDENTITY AND BACKGROUND.

Item 2 is hereby amended and supplemented as follows:

Rodamco NV has been removed as the sole director of Rodamco BV. Gerald E.
Egan, Lee M. Letchford, Daniel S. Weaver and Timothy C. Koster have each been
appointed as Managing Directors of Rodamco BV. Rodamco BV has no officers.
However, Rodamco BV has appointed Frans A. Bakker, Maaike Goos and Wilbert van
Twijver as proxy holders (the "Proxy Holders"). Any two Proxy Holders together
can act on behalf of Rodamco BV and bind Rodamco BV. Each of the Proxy Holders
is a Dutch citizen. During the last five years, none of the Proxy Holders
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 is hereby amended and supplemented as follows:

The Offer expired at 12:00 midnight, New York City time, on Monday,
October 30, 2000. On October 31, 2000 and in accordance with the terms of the
Merger Agreement and the Offer, Head Acquisition LP assigned its rights to
acquire the Shares tendered in the Offer to Head Acquisition Corp pursuant to an
Assignment and Assumption Agreement (the "Assignment"), and Head Acquisition
Corp

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in turn accepted for payment the 19,587,775 Public Common Shares, 407,935 Unit
Voting Shares (which upon purchase by Head Acquisition Corp were by their terms
immediately and automatically converted into Public Common Shares), 2,999,400
Series A Preferred Shares (which after purchase by Head Acquisition Corp were
converted into Public Common Shares at Head Acquistion Corp's election) and
773,515 Series B Preferred Shares (which after purchase by Head Acquisition Corp
were converted into Public Common Shares at Head Acquisition Corp's election)
which were validly tendered and not withdrawn as of the expiration of the Offer
at a purchase price of $48.00 per Share. A copy of the Assignment is attached
hereto as Exhibit 5 and is incorporated herein by reference.

The full text of the press release issued by Rodamco NV on October 31, 2000
announcing the results of the Offer is attached hereto as Exhibit 6 and is
incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, the completion of the Offer
will be followed first by the Corporate Merger pursuant to which Head
Acquisition Corp will merge with and into the Issuer in accordance with the
Delaware General Corporate Law and the Maryland General Corporation Law with the
Issuer surviving. Immediately following such Corporate Merger, the Alternative
Partnership Merger will occur pursuant to which the Issuer will merge with and
into Head Acquisition LP with Head Acquisition LP surviving. As a result of the
Alternative Partnership Merger, the separate corporate existence of the Issuer
will terminate. In connection with the Corporate Merger, pursuant to the Merger
Agreement, and as previously reported in the Schedule 13D, all Shares issued and
outstanding immediately prior to the Effective Time of the Corporate Merger,
except for Shares owned by Rodamco NV or any of its affiliates, will be
converted into the right to receive $48.00 per Share. In connection with the
Alternative Partnership Merger, all Shares issued and outstanding immediately
prior to the Effective Time will be cancelled.

In connection with the Offer, Hexalon, Head Acquisition, L.L.C., a Delaware
limited liability company, certain members of Head Acquisition, L.L.C., Head
Acquisition Corp and Head Acquisition LP have entered into a Tender Offer Credit
Facility (the "Tender Facility") in the amount of $1,250,000,000 with a
syndicate of financial institutions led by The Chase Manhattan Bank ("Chase"),
as Administrative Agent and Chase Securities, Inc., as Lead Arranger and Book
Manager. The borrower (the "Borrower") under the Tender Facility is Head
Acquisition LP. The proceeds of the Tender Facility were contributed to Head
Acquisition Corp and were used to, among other things, purchase the Shares
tendered in the Offer. A copy of the Tender Facility is attached hereto as
Exhibit 7 and is incorporated herein by reference.

The Tender Facility has a maturity date that is the earlier of (i) six
months from the consummation of the Offer and (ii) the consummation of the
Merger. The Tender Facility provides for an interest rate equal to the one, two,
three or six month LIBOR rate plus 175 basis points or the alternate base rate
(defined as the highest of (i) Chase's prime rate, (ii) the secondary market
rate for three-month certificates of deposit (adjusted for statutory reserve
requirements) plus 100 basis points or (iii) the federal funds effective rate
from time to time plus 50 basis points) plus 50 basis points. Interest payments
will be due quarterly in arrears or on the last day of each relevant interest
period, as the case may be, calculated on an actual/360 day (or 365/366 day, in
the case of alternate base loans based upon the prime rate) basis.

The Tender Facility may be prepaid in whole or in part at any time during
the term of the loan. The Tender Facility provides for certain customary
affirmative covenants, negative covenants and events of default applicable to
the Borrower and its affiliates party to the Tender Facility, including without
limitation, limitations on indebtedness, liens, transfers and asset sales, joint
ventures, construction, land and non-regional mall assets, changes in control
and certain financial covenants. The Tender Facility also provides that the
Borrower must pay a commitment fee equal to 0.35% per annum.

In addition, to secure repayment of the Tender Facility, certain U.S.
subsidiaries of Rodamco NV (collectively, the "Guarantors") (including Rodamco
USA, Inc., Detroit Investments, Inc., 745 Fifth, Inc., Realco Fifth, Inc., RNA
Coast Investments, Inc., Motown Mall Limited, Inc. and Novi Mall Associates)
have guaranteed the payment and performance by Borrower of its obligations under
the Tender Facility. In

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connection with such guarantee, certain of the Guarantors have granted to Chase,
as Administrative Agent thereunder, a perfected first priority security interest
in all equity interests held by them in certain other entities.

The description contained herein of the Tender Facility is qualified in its
entirety by reference to the complete text thereof.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is hereby amended and supplemented as follows:

(a) Except as set forth below, none of the Reporting Persons and none of the
directors and executive officers of any of Rodamco NV, Rodamco BV, Hexalon or
Head Acquisition Corp directly owns any Public Common Shares. By virtue of
Rodamco NV's ability to control Rodamco BV and therefore control the vote and
disposition of any securities held, beneficially or otherwise, by Rodamco BV,
Rodamco NV may be deemed to beneficially own all of the Public Common Shares
owned beneficially by Rodamco BV. By virtue of Rodamco BV's ability to control
Hexalon and therefore control the vote and disposition of any securities held,
beneficially or otherwise, by Hexalon, Rodamco BV may be deemed to beneficially
own all of the Public Common Shares owned beneficially by Hexalon. By virtue of
Hexalon's ability to control Head Acquisition LP and therefore control the vote
and disposition of any securities held, beneficially or otherwise, by Head
Acquisition LP, Hexalon may be deemed to beneficially own all of the Public
Common Shares owned beneficially by Head Acquisition LP. By virtue of Head
Acquisition LP's ability to control Head Acquisition Corp and therefore control
the vote and disposition of any securities held, beneficially or otherwise, by
Head Acquisition Corp, Head Acquisition LP may be deemed to beneficially own all
of the Public Common Shares owned beneficially by Head Acquisition Corp.
Therefore, each of the Reporting Persons may be deemed to beneficially own
31,719,589 Public Common Shares (or 97.9% of the total Public Common Shares
issued and outstanding as of the date hereof (after giving effect to the
exercise, conversion and exchange assumptions described in Item 1 of this
Amendment No. 1)) which consists of (i) 23,768,625 Public Common Shares held
directly by Head Acquisition Corp (which were acquired pursuant to the Offer),
(ii) the Public Common Shares underlying the 6,563,782 Common Units owned by the
Holders, which Common Units are exchangeable on a one-for-one basis for Public
Common Shares, or, at the Issuer's option, cash equivalent to the fair market
value thereof, (iii) the Public Common Shares underlying the 1,018,182 Preferred
Units owned by the Holders, which Preferred Units are convertible on a
one-for-one basis into Common Units, which are then exchangeable as set forth
above and (iv) the Public Common Shares underlying the 369,000 options held by
the Holders which are exercisable for an equal number of Public Common Shares
within the next 60 days.

(b) Because of their continuing ability after completion of the Offer to
require the Holders, pursuant to the Voting Agreement, to (i) not contract to
sell, sell or otherwise transfer or dispose of any of their Shares or Units
(other than Shares or Units tendered and accepted for payment pursuant to the
Offer), or any interest therein, or any securities convertible into, or any
voting rights with respect to, any of the Shares or Units (other than Shares or
Units tendered and accepted for payment pursuant to the Offer), and
(ii) require the Holders to cooperate fully with them in connection with the
Merger, each of Rodamco NV, Hexalon, Head Acquisition LP and Head Acquisition
Corp may be deemed to have shared voting power and shared dispositive power over
7,950,964 Public Common Shares. Because of its ability to control Hexalon,
Rodamco BV may be deemed to have shared voting power over 7,950,964 Public
Common Shares. Each of the Reporting Persons, by virtue of their relationships
with each other as described in this Item 5, has shared voting power and shared
dispositive power over the 23,768,625 Public Common Shares held directly by Head
Acquisition Corp which it acquired pursuant to the Offer.

(c) None of the Reporting Persons, nor, to the best of their knowledge, any
of the executive officers or directors of Rodamco NV, Rodamco BV, Hexalon or
Head Acquisition Corp, has effected any transaction in the securities of the
Issuer during the past 60 days except as described in Item 6 of the

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Schedule 13D regarding the Voting Agreement and the Merger Agreement and except
as described above in Items 3 and 5 of this Amendment No. 1 regarding the
completion of the Offer and the purchase of Shares.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Item 6 is hereby amended and supplemented as follows:

In connection with the Offer, Head Acquisition LP and Head Acquisition Corp
entered into the Assignment pursuant to which Head Acquisition LP assigned to
Head Acquisition Corp, and Head Acquisition Corp assumed, all of Head
Acquisition LP's rights and obligations to purchase all Shares which Head
Acquisition LP was obligated to purchase pursuant to the Offer. Head Acquisition
LP has made a capital contribution to Head Acquisition Corp of the funds
borrowed under the Tender Facility in order to enable Head Acquisition Corp to
purchase the Shares. A copy of the Assignment is attached hereto as Exhibit 5
and is incorporated herein by reference.

The discussion of the Tender Facility in Item 3 above is hereby incorporated
by reference herein.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 is hereby amended and supplemented as follows:

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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
Exhibit 5 Assignment and Assumption Agreement, dated as of
October 31, 2000, between Head Acquisition, L.P. and Head
Acquisition Corp. (incorporated by reference to
Exhibit (a)(9) of Amendment No. 2 to the Schedule TO of
Rodamco North America N.V., Rodamco North America B.V.,
Hexalon Real Estate, Inc., Head Acquisition, L.P. and Head
Acquisition Corp. filed with the Securities and Exchange
Commission on October 2, 2000.)

Exhibit 6 Text of Rodamco North America N.V.'s October 31, 2000 press
release announcing the results of the Offer (incorporated by
reference to Exhibit (a)(10) of Amendment No. 2 to the
Schedule TO of Rodamco North America N.V., Rodamco North
America B.V., Hexalon Real Estate, Inc., Head Acquisition,
L.P. and Head Acquisition Corp. filed with the Securities
and Exchange Commission on October 2, 2000.)

Exhibit 7 Tender Facility Credit Agreement, dated as of November 2,
2000, among Hexalon Real Estate, Inc., Head Acquisition,
L.L.C., Rodamco USA, Inc., Detroit Investments, Inc.,
745 Fifth, Inc., Realco Fifth, Inc., RNA Coast Investments,
Inc., Motown Mall Limited, Inc., NOVI Mall Associates, Head
Acquisition Corp., Head Acquisition, L.P., the Lenders (as
defined therein), Cooperatieze Centrale Raiffeisen
Boerenleenbank B.A., "Rabobank International", New York
Branch, as Documentation Agent, Bank of America, N.A., as
Syndication Agent and The Chase Manhattan Bank as
Administrative Agent and Chase Securities, Inc., as Lead
Arranger and Book Manager.

Information with respect to each of the Reporting Persons is
given solely by such Reporting Person, and no Reporting
Person has responsibility for the accuracy or completeness
of the information supplied by another Reporting Person. Any
disclosures made hereunder with respect to persons other
than the Reporting Persons are made on information and
belief after making appropriate inquiry. Pursuant to
Rule 13d-4 under the Exchange Act of 1934, as amended (the
"Exchange Act"), each of the Reporting Persons declares that
the filing of this statement shall not be construed as an
admission that such Reporting Person is, for the purposes of
Section 13(d) or 13(g) of the Exchange Act, the beneficial
owner of any of the securities covered by this statement.
</TABLE>

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and correct.

<S> <C> <C>
RODAMCO NORTH AMERICA N.V.

By: /s/ DANIEL S. WEAVER
Name: Daniel S. Weaver
Title: Managing Director and
Chief Financial Officer