<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Westfield America, Inc.
- --------------------------------------------------------------------------------
(Name of Company)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
959910 10 0
----------------------------
(CUSIP Number)
Robert P. Bermingham
c/o Westfield America, Inc.
11601 Wilshire Boulevard
12th Floor
Los Angeles, CA 90025
(310) 478-4456
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 19, 1997
-------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
CUSIP No. 959910 10 0 13D Page 2 of 13 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cordera Holdings Pty. Limited
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, BK
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 600,000
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
600,000
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
<PAGE> 3
CUSIP No. 959910 10 0 13D Page 3 of 13 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank P. Lowy
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Other -- See Item 3 of Statement
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 63,284,430
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
63,284,430
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,284,430
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.8%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
<PAGE> 4
CUSIP No. 959910 10 0 13D Page 4 of 13 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David H. Lowy
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Other -- See Item 3 of Statement
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 63,284,430
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
63,284,430
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,284,430
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- ------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
79.8%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
<PAGE> 5
CUSIP No. 959910 10 0 13D Page 5 of 13 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter S. Lowy
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Other -- See Item 3 of Statement
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 63,284,430
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
63,284,430
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,284,430
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.8%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
<PAGE> 6
CUSIP No. 959910 10 0 13D Page 6 of 13 Pages
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven M. Lowy
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Other -- See Item 3 of Statement
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 63,284,430
PERSON ------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
63,284,430
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,284,430
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.8%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
<PAGE> 7
Page 7 of 13 Pages
Statement on Schedule 13D
The Reporting Persons (as defined below in Item 2) are together
making this filing because they may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Act"). Information in respect of each Reporting Person is given solely by
such Reporting Person and no Reporting Person has responsibility for the
accuracy or completeness of information supplied by any other Reporting Person.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is
the common stock, par value $.01 per share (the "Common Stock"), issued by
Westfield America, Inc., a Missouri corporation (the "Company"), which has its
principal executive office at 11601 Wilshire Boulevard, 12th Floor, Los Angeles,
CA 90025.
Item 2. Identity and Background.
(a) Reference is made to Rows 1 and 6 of the cover pages for the
names and citizenship or place of organization, respectively, of the persons
filing this Schedule 13D (the "Reporting Persons" and individually a "Reporting
Person").
The following persons are directors or executive officers of Cordera
Holdings Pty. Limited ("Cordera"):
Frank P. Lowy
David H. Lowy
Peter S. Lowy
Steven M. Lowy
(b) The business address for Cordera and each of Messrs. Frank P.,
David H. and Steven M. Lowy is Level 24 Westfield Towers, 100 William Street,
Sydney, NSW 2011, Australia.
The business address for Peter S. Lowy is 11601 Wilshire Boulevard,
Los Angeles, CA 90025.
(c) Peter S. Lowy is employed by Westfield Corporation, Inc.
("WCI"), 11601 Wilshire Boulevard, Los Angeles, CA 90025, which, with its
subsidiaries, is a developer, builder, and manager of shopping
<PAGE> 8
Page 8 of 13 Pages
centers and manager and adviser to public real estate investment entities in the
U.S.
Frank P. Lowy is the Chairman of the Board of Westfield Holdings
Limited ("WHL"), Level 24 Westfield Towers, 100 William Street, Sydney, NSW
2011, Australia. Messrs. David H. and Steven M. Lowy are employed by WHL, which,
with its subsidiaries, is an international developer, builder and manager of
shopping centers and manager and adviser to public real estate investment
entities.
Cordera is a corporation organized to make investments in other
companies.
(d) No person listed in Item 2 of this Statement on Schedule 13D has
been convicted during the last five years in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) No person listed in Item 2 of this Statement on Schedule 13D has
been during the last five years a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or has been subject to any civil 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 in respect to such laws.
(f) Cordera is organized under the laws of Australia. All other
persons listed in Item 2(a) are citizens of Australia.
Item 3. Source and Amount of Funds or Other Consideration.
Each of Messrs. Frank P., David H., Peter S. and Steven M. Lowy may
be deemed solely for purposes of U.S. securities laws to share beneficial
ownership of the Common Stock owned by Cordera and the Common Stock that may be
deemed to be beneficially owned by WHL. WHL may be deemed to beneficially own
(i) the Common Stock owned by Perpetual Trustee Company Limited (the "WAT
Trustee"), as Trustee for Westfield America Trust ("WAT"), an Australian public
property trust, and (ii) the Common Stock owned by Westfield American
Investments Pty. Limited ("Pty") and Westfield Corporation, Inc. ("WCI"), each a
subsidiary of WHL. WHL disclaims beneficial ownership of the shares described in
(i) above. Each of Frank P., David H., Steven M. and Peter S. Lowy disclaims
beneficial ownership of the shares described
<PAGE> 9
Page 9 of 13 Pages
in (i) and (ii) above. References to beneficial ownership are made herein solely
with respect to U.S. securities laws and are not intended to refer or apply in
any respect to Australian legal matters.
In July 1996, the WAT Trustee purchased an aggregate of 19,631,543
shares of Common Stock of the Company and a warrant (the "1996 WAT Warrant") to
purchase 6,246,096 shares of such Common Stock for cash consideration in the
amount of $314.3 million and WAT's agreement to issue certain ordinary options
and special options to the Company or certain of its shareholders. In July
1996, the WAT Trustee also acquired 11,711,427 shares of Common Stock in
exchange for units in WAT. In January 1997, the WAT Trustee purchased 8,151,155
shares of Common Stock of the Company for cash consideration of $130.5 million.
The cash consideration for the above transactions was obtained by the WAT
Trustee from a public offering of WAT units and the placement of units in WAT.
In May 1997, the WAT Trustee acquired 1,623,985 shares of Common Stock in
exchange for units in WAT upon the exercise of certain of the ordinary options
issued by WAT, and was issued an additional warrant (the "1997 WAT Warrant") to
purchase 2,089,552 shares of Common Stock for cash consideration of $2,528,358
from cash on hand and the sale of options to third parties.
WCI purchased (i) in December 1995, 2,264,210 shares of the Common
Stock of the Company for cash consideration of $36,250,000 and (ii) on May 21,
1997, 2,300,000 shares of the Common Stock for cash consideration of
$34,500,000, which funds were provided by available cash on hand and loans from
National Australia Bank Limited.
In February 1994, Pty purchased 6,402,252 shares of the Common Stock
of the Company for cash consideration. In December 1995, Pty purchased 2,264,210
shares of the Common Stock of the Company for cash consideration of $36,250,000.
On May 21, 1997, Cordera purchased 600,000 shares of the Common
Stock for cash consideration of $9,000,000, which funds were
<PAGE> 10
Page 10 of 13 Pages
provided by available cash on hand and/or bank loans from Australia and New
Zealand Banking Group Limited.
Item 4. Purpose of Transaction.
Reference is made to Item 3. WAT is an Australian public property
trust. Pty and WCI acquired the Common Stock held by them, respectively, to
obtain and increase the equity interest of WHL in the Company. The WAT Trustee
and WCI each acquired the Common Stock held by them in order to obtain and
increase the equity interests of the WAT Trustee and WHL, respectively, in the
Company. Cordera acquired the Common Stock held by it to obtain an equity
interest in the Company.
None of the Reporting Persons has plans or proposals which relate or
would result in:
(1) the acquisition by any person of additional securities of the
Company or the disposition of additional securities of the Company other
than participation in any dividend reinvestment plan adopted by the
Company;
(2) an extraordinary corporate transaction such as a merger,
reorganization or liquidation of the Company, involving the Company or any
of its subsidiaries;
(3) the sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(4) any change in the present board of directors or management of
the Company;
(5) any material change in the Company's present capitalization or
dividend policy;
(6) any other material change in the Company's business or corporate
structure;
(7) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(8) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be
<PAGE> 11
Page 11 of 13 Pages
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(9) a class of securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(10) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Reference is made to rows (11) and (13) on the cover page for
each Reporting Person. Such shares reported by each of Messrs. Frank P., David
H., Steven M. and Peter S. Lowy include an aggregate of 8,335,648 shares of the
Common Stock issuable upon the exercise of warrants (the "WAT Warrants"). Each
of Messrs. Frank P., David H., Steven M. and Peter S. Lowy disclaims beneficial
ownership of the securities that may be deemed to be beneficially owned by WHL
or the WAT Trustee as described in Item 3 above. References to beneficial
ownership are made herein solely with respect to U.S. securities laws and are
not intended to refer or apply in any respect to Australian legal matters.
(b) Reference is made to Item 3.
Westfield America Management Limited ("WAM") has shared power with
the WAT Trustee to vote and dispose of all of the shares of Common Stock that
are owned by the WAT Trustee. WAM is organized under the laws of Australia, has
its business address at Level 24 Westfield Towers, 100 William Street, Sydney,
NSW 2011, Australia, manages WAT, and, during the last five years, has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and has not been 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.
WCI has sole power to vote and dispose of 4,564,210 shares of Common
Stock.
Pty has sole power to vote and dispose of 8,666,462 shares of Common
Stock.
<PAGE> 12
Page 12 of 13 Pages
Messrs. Frank P., David H., Peter S. and Steven M. Lowy have
shared power to dispose of and vote all of the shares of Common Stock
owned by Cordera.
(c) On May 19, 1997, the WAT Trustee acquired 1,623,985 shares of
the Common Stock in exchange for units in WAT in a private transaction. On May
21, 1997, the WAT Trustee was issued by the Company warrants to purchase
2,089,552 shares of the Common Stock for $2,528,358. On May 21, 1997, WCI
acquired 2,300,000 shares of the Common Stock for cash consideration in the
amount of $15.00 per share. On May 21, 1997, Cordera acquired 600,000 shares of
the Common Stock for cash consideration in the amount of $15.00 per share.
(d) Reference is made to Item 3. Holders of WAT units will receive
economic benefits from the Common Stock held by the WAT Trustee. Each of Messrs.
Frank P., David H., Steven M. and Peter S. Lowy, may be deemed solely for U.S.
securities laws to own beneficially 36.8%, 36.7% and 36.7%, respectively, of
outstanding WAT units. The Messrs. Lowy each disclaims beneficial ownership of
the WAT units. References to beneficial ownership are made herein solely with
respect to U.S. securities laws and are not intended to refer or apply in any
respect to Australian legal matters.
(e) Not applicable.
Item 6. Contract Arrangements, Understandings or Relationships
With Respect to Securities of the Company.
Frank P. Lowy is the father of each of David H., Peter S. and Steven
M. Lowy.
Item 7. Materials to be Filed as Exhibits.
Exhibit A Joint Filing Agreement
Exhibit B Powers of Attorney
<PAGE> 13
Page 13 of 13 Pages
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.
Dated: May 29, 1997
Cordera Holdings Pty. Limited
By: /s/ Peter S. Lowy
---------------------------------------
Peter S. Lowy , Director
*
--------------------------------------------
Frank P. Lowy
*
--------------------------------------------
David H. Lowy
*
--------------------------------------------
Steven M. Lowy
/s/ Peter S. Lowy
--------------------------------------------
Peter S. Lowy
*By: /s/ Peter S. Lowy
--------------------------------------
Peter S. Lowy
Attorney-in-Fact
<PAGE> 14
EXHIBIT INDEX
Item No. Description
-------- -----------
Exhibit A Joint Filing Agreement
Exhibit B Powers of Attorney Designating
Peter S. Lowy, Mark A. Stefanek and
Richard E. Green
<PAGE> 1
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree to the joint filing of the
Schedule 13D to which this Agreement is attached and to the joint filing of all
amendments thereto.
This Agreement may be executed in one or more counterparts,
each of which shall be considered an original counterpart, and shall become a
binding agreement when each of the parties designated as signatories shall have
executed one counterpart.
Dated: May 29, 1997
Cordera Holdings Pty. Limited
By: /s/ Peter S. Lowy
--------------------------------------
Peter S. Lowy, Director
*
-----------------------------------------
Frank P. Lowy
*
-----------------------------------------
David H. Lowy
*
-----------------------------------------
Steven M. Lowy
/s/ Peter S. Lowy
-----------------------------------------
Peter S. Lowy
*By: /s/ Peter S. Lowy
--------------------------------------
Peter S. Lowy
Attorney-in-Fact
<PAGE> 1
EXHIBIT B-1
POWER OF ATTORNEY
Know all by these present, that the undersigned hereby
constitutes and appoints Peter S. Lowy, Mark A. Stefanek and Richard E. Green,
and each of them, as the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director, beneficial
owner and/or trustee of stock of Westfield America, Inc. (the
"Company") (i) Forms 3, 4, and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the rules thereunder and (ii) all forms
and schedules in accordance with Section 13(d) of the Exchange
Act and the rules thereunder (together, the "Forms and
Schedules");
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Forms and Schedules and timely file such
Forms and Schedules with the United States Securities and
Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorneys-in-fact and agents, or any one of them, may be of
benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents
executed by such attorneys-in-fact and agents, or any one of
them, on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms
and conditions as such attorneys-in-fact and agents, or any
one of them, may approve in such attorneys'-in-fact and
agents', or any one of their, discretion.
The undersigned hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein
<PAGE> 2
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or such
attorneys'-in-fact and agents' substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, and each of them, in serving in such capacity at
the request of the undersigned, is not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 or Section
13 of the Exchange Act.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file the Forms and Schedules with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact and agents, or any one of them.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the 26th day of May, 1997.
/s/ Frank P. Lowy
------------------------------------
Frank P. Lowy
Witness:
/s/ Paul Seddon
- --------------------------
2
<PAGE> 3
EXHIBIT B-2
POWER OF ATTORNEY
Know all by these present, that the undersigned hereby
constitutes and appoints Peter S. Lowy, Mark A. Stefanek and Richard E. Green,
and each of them, as the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director, beneficial
owner and/or trustee of stock of Westfield America, Inc. (the
"Company") (i) Forms 3, 4, and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the rules thereunder and (ii) all forms
and schedules in accordance with Section 13(d) of the Exchange
Act and the rules thereunder (together, the "Forms and
Schedules");
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Forms and Schedules and timely file such
Forms and Schedules with the United States Securities and
Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorneys-in-fact and agents, or any one of them, may be of
benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents
executed by such attorneys-in-fact and agents, or any one of
them, on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms
and conditions as such attorneys-in-fact and agents, or any
one of them, may approve in such attorneys'-in-fact and
agents', or any one of their, discretion.
The undersigned hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein
<PAGE> 4
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or such
attorneys'-in-fact and agents' substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, and each of them, in serving in such capacity at
the request of the undersigned, is not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 or Section
13 of the Exchange Act.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file the Forms and Schedules with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact and agents, or any one of them.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the 26th day of May, 1997.
/s/ David H. Lowy
------------------------------------
David H. Lowy
Witness:
/s/ Paul Seddon
- ------------------------------
2
<PAGE> 5
EXHIBIT B-3
POWER OF ATTORNEY
Know all by these present, that the undersigned hereby
constitutes and appoints Peter S. Lowy, Mark A. Stefanek and Richard E. Green,
and each of them, as the undersigned's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director, beneficial
owner and/or trustee of stock of Westfield America, Inc. (the
"Company") (i) Forms 3, 4, and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the rules thereunder and (ii) all forms
and schedules in accordance with Section 13(d) of the Exchange
Act and the rules thereunder (together, the "Forms and
Schedules");
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Forms and Schedules and timely file such
Forms and Schedules with the United States Securities and
Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorneys-in-fact and agents, or any one of them, may be of
benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents
executed by such attorneys-in-fact and agents, or any one of
them, on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms
and conditions as such attorneys-in-fact and agents, or any
one of them, may approve in such attorneys'-in-fact and
agents', or any one of their, discretion.
The undersigned hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein
<PAGE> 6
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorneys-in-fact and agents, or such
attorneys'-in-fact and agents' substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, and each of them, in serving in such capacity at
the request of the undersigned, is not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 or Section
13 of the Exchange Act.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file the Forms and Schedules with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact and agents, or any one of them.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the 26th day of May, 1997.
/s/ Steven M. Lowy
------------------------------------
Steven M. Lowy
Witness:
/s/ Paul Seddon
- -------------------------------
2
