CENTERMARK PROPERTIES INC, S-11, 1997-03-04

CENTERMARK PROPERTIES INC
S-11, 1997-03-04
REAL ESTATE INVESTMENT TRUSTS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1997

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-11

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

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

CENTERMARK PROPERTIES, INC.

(Exact name of Registrant as specified in governing instruments)

11601 WILSHIRE BOULEVARD
12TH FLOOR
LOS ANGELES, CALIFORNIA 90025

(Address of principal executive offices)
------------------------

ROBERT P. BERMINGHAM
11601 WILSHIRE BOULEVARD
12TH FLOOR
LOS ANGELES, CALIFORNIA 90025

(Name and address of agent for service)

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

COPIES TO:

<TABLE>
<S> <C>
BARRY MILLS, ESQ. GREGG A. NOEL, ESQ.
DEBEVOISE & PLIMPTON SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
875 THIRD AVENUE 300 SOUTH GRAND AVENUE
NEW YORK, NEW YORK 10022 LOS ANGELES, CALIFORNIA 90071
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.

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

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF SECURITIES AGGREGATE OFFERING AMOUNT OF REGISTRATION
BEING REGISTERED PRICE(1) FEE
<S> <C> <C>
Shares of Common Stock, par value $.01................................ $460,000,000 $139,393.94
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>
CENTERMARK PROPERTIES, INC.

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CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K SHOWING LOCATION IN PROSPECTUS OR
REGISTRATION
STATEMENT OF INFORMATION REQUIRED BY ITEMS 1-29 OF FORM S-11

<TABLE>
<CAPTION>
FORM S-11
ITEM NUMBER AND CAPTIONS LOCATION OR HEADING IN PROSPECTUS
----------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
1. Forepart of Registration Statement and Outside Front
Cover Page of Prospectus........................... Forepart of Registration Statement; Outside Front
Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages of
Prospectus......................................... Inside Front Cover Page of Prospectus; Outside Back
Cover Page of Prospectus

3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges.......................... Prospectus Summary; Risk Factors; Business and
Properties

4. Determination of Offering Price ..................... Outside Front Cover Page of Prospectus; Risk Factors;
Underwriters

5. Dilution............................................. Risk Factors; Dilution

6. Selling Security Holders............................. Not Applicable

7. Plan of Distribution................................. Outside Front Cover Page of Prospectus; Prospectus
Summary; Distributions; Description of Capital Stock;
Shares Eligible for Future Sale; Underwriters

8. Use of Proceeds...................................... Prospectus Summary; Use of Proceeds

9. Selected Financial Data.............................. Selected Financial Data; Pro Forma Financial
Information

10. Management's Discussion and Analysis of Financial
Condition and Results of Operations................ Management's Discussion and Analysis of Financial
Condition and Results of Operations

11. General Information as to Registrant................. Prospectus Summary; The Company; Business and
Properties; The Company's Strategy for Operations and
Growth; Policies and Objectives with Respect to
Certain Activities

12. Policy With Respect to Certain Activities............ Prospectus Summary; Risk Factors; Policies and
Objectives with Respect to Certain Activities;
Certain Provisions of the Company's Articles of
Incorporation and By-Laws and of Missouri Law;
Additional Information

13. Investment Policies of Registrant.................... Prospectus Summary; Risk Factors; Policies and
Objectives with Respect to Certain Activities;
Certain Provisions of the Company's Articles of
Incorporation and By-Laws and of Missouri Law;
Additional Information
</TABLE>

i
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<TABLE>
<CAPTION>
FORM S-11
ITEM NUMBER AND CAPTIONS LOCATION OR HEADING IN PROSPECTUS
----------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
14. Description of Real Estate........................... Prospectus Summary; Risk Factors; Business and
Properties; The Company's Strategy for Operations and
Growth; Management's Discussion and Analysis of
Financial Condition and Results of Operations

15. Operating Data....................................... Business and Properties; Selected Financial
Information; Pro Forma Financial Information; Index
to Financial Statements

16. Tax Treatment of Registrant and Its Security-
Holders............................................ Prospectus Summary; Risk Factors; Federal Income Tax
Considerations; ERISA Considerations

17. Market Price of and Dividends on the Registrant's
Common Equity and Related Shareholder Matters...... Prospectus Summary; Risk Factors--Absence of Prior
Public Market for Shares; Shares Available for Future
Sale; Sources of Additional Funds; Distributions;
Principal Shareholders; Certain Provisions of the
Company's Articles of Incorporation and By-Laws and
of Missouri Law

18. Description of Registrant's Securities............... Outside Front Cover Page of Prospectus; Prospectus
Summary; Risk Factors; Description of Capital Stock;
Certain Provisions of the Company's Articles of
Incorporation and By-Laws and of Missouri Law

19. Legal Proceedings.................................... Business and Properties--Legal Proceedings

20. Security Ownership of Certain Beneficial Owners and
Management......................................... Prospectus Summary; The Company; Business and
Properties; Principal Shareholders

21. Directors and Executive Officers..................... Management

22. Executive Compensation............................... Management

23. Certain Relationships and Related Transactions....... Prospectus Summary--The Company; Risk Factors; The
Company; Business and Properties; The Company's
Strategy for Operations and Growth; Management;
Advisory and Management Services to the Company;
Certain Transactions; Principal Shareholders

24. Selection, Management and Custody of Registrant's
Investments........................................ Risk Factors; The Company--Westfield Holdings;
Business and Properties; Advisory Management and
Development Services to the Company; Certain
Transactions; Policies and Objectives with Respect to
Certain Activities
</TABLE>

ii
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<TABLE>
<CAPTION>
FORM S-11
ITEM NUMBER AND CAPTIONS LOCATION OR HEADING IN PROSPECTUS
----------------------------------------------------- -----------------------------------------------------
<C> <S> <C>
25. Policies with Respect to Certain Transactions........ Risk Factors; The Company--Westfield Holdings;
Business and Properties; The Company's Strategy for
Operations and Growth; Policies and Objectives with
Respect to Certain Activities; Management; Certain
Transactions; Principal Shareholders

26. Limitations of Liability............................. Risk Factors; Business and Properties; Certain
Provisions of the Company's Articles of Incorporation
and By-Laws and of Missouri Law; Limitation on
Liability of Directors; Indemnification of Directors
and Officers

27. Financial Statements and Information................. Selected Financial Information; Index to Financial
Statements

28. Interests of Named Experts and Counsel............... Experts; Legal Matters

29. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities..................... Not Applicable
</TABLE>

iii
<PAGE>
EXPLANATORY NOTE

The Company intends to change its name from "CenterMark Properties, Inc." to
"Westfield America, Inc." before this Registration Statement becomes effective.

iv
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 4, 1997

CENTERMARK PROPERTIES, INC.

COMMON STOCK
------------------------

CenterMark Properties, Inc. (the "Company") is a Missouri corporation
engaged in owning, operating, leasing, developing, redeveloping and acquiring
super regional and regional shopping centers and power centers located primarily
in major metropolitan areas in the United States. The Company's shopping center
portfolio consists of interests in 13 super regional and six regional shopping
centers and three power centers (together, the "Centers") and 13 separate
department store properties. The Centers contain approximately 19.2 million
square feet of gross leasable area and are located in seven states in three
geographically diverse regions in the United States. The Company is organized
and operates as a real estate investment trust ("REIT") and expects to continue
to be operated as a REIT for Federal income tax purposes. The Company intends to
continue to pay regular quarterly distributions.

All of the shares (the "Shares") of common stock, par value $.01 per share
(the "Common Stock"), of the Company offered hereby are being sold by the
Company. Application will be made to list the Common Stock on the New York Stock
Exchange under the symbol "WEA." Prior to the Offering, there has been no public
market for the Common Stock in the United States. It is currently anticipated
that the initial public offering price will be $ per share of Common Stock.
See "Underwriting" for a discussion of the factors considered in determining the
initial public offering price. In order to maintain the Company's qualification
as a REIT, the Company's articles of incorporation impose limitations, subject
to certain limited exceptions, on the number of shares of capital stock that may
be directly or indirectly owned by any person or affiliated group. See
"Description of Capital Stock--Restrictions on Ownership and Transfer."

The Company has engaged subsidiaries of Westfield Holdings Limited
(individually, "Westfield Holdings Limited" and collectively with its
subsidiaries, "Westfield Holdings"), an Australian public corporation listed on
the Australian Stock Exchange Limited (the "ASX"), to provide advisory,
management and development services to the Company and the Centers. Westfield
Holdings is a fully integrated, international developer, builder and manager of
shopping centers and manager and advisor to public real estate investment
entities. Contemporaneously with the Offering, the Company will purchase from
Westfield Holdings Limited options (the "Westfield Holdings Warrants") to
acquire up to 9.8 million ordinary shares of Westfield Holdings Limited. See
"The Company--Westfield Holdings." Upon completion of the Offering, Westfield
America Trust ("WAT") an Australian public trust, will own % and Westfield
Holdings will own %, of the outstanding Common Stock on a fully-diluted
basis. The Shares offered hereby represent approximately % of all shares of
Common Stock that will be issued and outstanding after the Offering on a
fully-diluted basis.

SEE "RISK FACTORS" BEGINNING ON PAGE 21 FOR CERTAIN FACTORS RELEVANT TO AN
INVESTMENT IN THE COMMON STOCK, INCLUDING:

- RISKS GENERALLY INHERENT IN RETAIL REAL ESTATE INVESTMENTS, SUCH AS RISKS
FROM CHANGES IN ECONOMIC CONDITIONS, REDEVELOPMENT RISK, COMPETITION FROM
OTHER SHOPPING CENTERS AND OTHER FORMS OF RETAILING AND FINANCIAL
DIFFICULTIES OR BANKRUPTCIES OF TENANTS OR ANCHORS.

- THE ABILITY OF WESTFIELD HOLDINGS AND WAT TO EXERCISE SIGNIFICANT
INFLUENCE OVER THE BUSINESS AND POLICIES OF THE COMPANY.

- POSSIBLE CONFLICTS OF INTEREST AMONG WESTFIELD HOLDINGS, WAT AND THE OTHER
SHAREHOLDERS OF THE COMPANY AND RELIANCE BY THE COMPANY ON WESTFIELD
HOLDINGS FOR ADVISORY, MANAGEMENT AND DEVELOPMENT SERVICES.

- LIMITATIONS ON THE SHAREHOLDERS' ABILITY TO CHANGE CONTROL OF THE COMPANY
DUE TO SIGNIFICANT OWNERSHIP BY WESTFIELD HOLDINGS AND WAT AND DUE TO
RESTRICTIONS ON OWNERSHIP OF MORE THAN % OF THE SHARES OF CAPITAL STOCK
BY OTHER SHAREHOLDERS.

- THE FACT THAT THE VALUE OF THE COMPANY IS NOT BASED ON THIRD-PARTY
APPRAISALS; THEREFORE THE AGGREGATE MARKET VALUE OF THE COMMON STOCK MAY
EXCEED THE AGGREGATE FAIR MARKET VALUE OF THE COMPANY'S PROPERTIES.

- RISKS NORMALLY ASSOCIATED WITH DEBT FINANCING, INCLUDING POSSIBLE
INABILITY TO REFINANCE BALLOON PAYMENTS AND THE RISK OF HIGHER INTEREST
RATES.

- TAXATION OF THE COMPANY AS A REGULAR CORPORATION AND RESULTING ADVERSE
CONSEQUENCES IF IT FAILS TO CONTINUE TO QUALIFY AS A REIT.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
<S> <C> <C> <C>
Per Share........................................... $ $ $
Total (3)........................................... $ $ $
</TABLE>

(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."

(2) Before deducting estimated expenses of $ payable by the Company.

(3) The Company has granted to the Underwriters an option, exercisable for a
period of 30 days after the date of the Prospectus, to purchase up to an
aggregate of additional shares of Common Stock, solely to cover
over-allotments. If all such shares of Common Stock are purchased, the total
Price to Public, Underwriting Discount and Proceeds to Company will be
$ , $ and $ , respectively. See "Underwriting."
------------------------

The Shares are offered by the several Underwriters, subject to prior sale,
when, as and if delivered to and accepted by the Underwriters, and subject to
their right to withdraw, modify, cancel and reject orders in whole or in part.
It is expected that delivery of the Shares offered hereby will be made in New
York City on or about April , 1997.
------------------------
MERRILL LYNCH & CO. FURMAN SELZ
------------
The date of this Prospectus is , 1997
<PAGE>
[MAPS AND PHOTOGRAPHS TO BE INSERTED]

2
<PAGE>
Certain persons participating in this offering may engage in transactions that
stabilize, maintain, or otherwise affect the price of the shares of Common
Stock. Such transactions may include stabilizing the purchase of Common Stock to
cover syndicate short positions and the imposition of penalty bids. For a
description of these activities, see "Underwriting."

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. THERE ARE RESTRICTIONS ON THE OFFER AND SALE OF SECURITIES IN THE
UNITED KINGDOM. ALL APPLICABLE PROVISIONS OF THE FINANCIAL SERVICES ACT 1986 AND
THE PUBLIC OFFERS OF SECURITIES REGULATIONS 1995 WITH RESPECT TO ANYTHING DONE
BY ANY PERSON IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM MUST BE
COMPLIED WITH. SEE "UNDERWRITING."

Certain information relating to Westfield Holdings Limited, Westfield Trust
(as defined in the Glossary) and Westfield America Trust has been included in
this Prospectus. Each such entity reports its financial results, and its
securities trade on the Australian Stock Exchange, in Australian currency. As
used herein, references to "$," "U.S.$" and "U.S. dollars" are references to
U.S. currency and references to "Aus.$" and "Australian dollars" are references
to Australian currency.

3
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary....................................................................................... 4
The Company.............................................................................................. 4
Westfield Holdings....................................................................................... 5
Risk Factors............................................................................................. 7
Business and Properties.................................................................................. 7
The Centers............................................................................................ 8
The Company's Strategy for Operations and Growth....................................................... 12
Company Structure and History............................................................................ 15
Westfield America Trust.................................................................................. 17
Financing Policies....................................................................................... 17
Federal Income Tax Considerations and Tax Status of the Company.......................................... 17
The Offering............................................................................................. 18
Distributions............................................................................................ 18
Summary Financial Data................................................................................... 20
Risk Factors............................................................................................. 21
Risks Generally Inherent in Real Estate Investment..................................................... 21
Possible Conflicts of Interest and Related Party Transactions.......................................... 24
Conflicts of Interest with Outside Partners in Jointly Owned Centers and Limited Control with Respect
to Certain Activities................................................................................ 25
Bankruptcy of Outside Partners......................................................................... 26
Lack of Independent Valuation of the Company........................................................... 26
Effect of Uninsured Loss on Profitability.............................................................. 27
Limitations on Acquisitions and Change in Control...................................................... 27
Possible Environmental Liabilities..................................................................... 27
Risks Associated with Debt Financing................................................................... 28
Adverse Consequences of Failure to Qualify as a REIT................................................... 29
Possible Taxation on Capital Gains..................................................................... 31
Dividends to Shareholders; Potential Requirement to Borrow............................................. 31
Absence of Public Market; Possible Volatility of Stock Price........................................... 32
Possible Adverse Effects on Stock Prices Arising from Shares Available for Future Sale................. 32
Changes in Policy Without Shareholder Approval......................................................... 33
Forward Looking Statements............................................................................. 33
Immediate Dilution..................................................................................... 33
The Company.............................................................................................. 34
General................................................................................................ 34
History and Structure of the Company................................................................... 35
Westfield Holdings..................................................................................... 35
The Company's Strategy for Operations and Growth....................................................... 37
Use of Proceeds.......................................................................................... 41
Capitalization........................................................................................... 42
Dilution................................................................................................. 43
Distributions............................................................................................ 44
Selected Financial Data.................................................................................. 45
Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 47
General Background..................................................................................... 47
Historical Results of Operations....................................................................... 47
Funds from Operations..................................................................................
Portfolio Data......................................................................................... 51
Leasing................................................................................................ 52
Tenant Occupancy Costs................................................................................. 53
</TABLE>

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<TABLE>
<CAPTION>
PAGE
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Liquidity and Capital Resources........................................................................ 54
<S> <C>
Inflation.............................................................................................. 55
Seasonality............................................................................................ 55
Business and Properties.................................................................................. 56
General................................................................................................ 56
The Shopping Center Business........................................................................... 56
The Centers............................................................................................ 57
The East Coast Properties.............................................................................. 58
The Mid West Properties................................................................................ 59
The West Coast Properties.............................................................................. 59
Anchors................................................................................................ 67
Mall Stores............................................................................................ 68
Sales.................................................................................................. 69
Leasing................................................................................................ 70
Costs of Occupancy..................................................................................... 70
Leases................................................................................................. 70
Lease Expirations...................................................................................... 70
Mall Store Rental Rates................................................................................ 71
Competition............................................................................................ 72
Certain Property Tax Information....................................................................... 72
Additional Information Regarding Montgomery Mall....................................................... 72
May Properties......................................................................................... 74
Other Real Estate Interests............................................................................ 75
Insurance Arrangements................................................................................. 75
Employees.............................................................................................. 75
Debt Summary........................................................................................... 76
Environmental Matters.................................................................................. 77
Legal Proceedings...................................................................................... 77
Policies and Objectives with Respect to Certain Activities............................................... 78
Investment Objectives and Policies..................................................................... 78
Acquisitions of Additional Properties.................................................................. 78
Dispositions........................................................................................... 79
Partnership Restructuring.............................................................................. 79
Other Investmens....................................................................................... 79
Financing.............................................................................................. 80
Equity Capital......................................................................................... 81
Working Capital Reserves............................................................................... 81
Annual Reports......................................................................................... 82
Other Policies......................................................................................... 82
Management............................................................................................... 83
Directors and Executive Officers....................................................................... 83
Biographies of Directors and Executive Officers........................................................ 83
Certain Information Regarding the Board of Directors................................................... 85
Committees of the Board of Directors................................................................... 85
Compensation of Directors.............................................................................. 86
Executive Compensation................................................................................. 86
Advisory, Management and Development Services to the Company............................................. 87
The Advisor and the Advisory Agreement................................................................. 87
The Manager and the Management Agreements.............................................................. 88
The Developer and the Development Agreement............................................................ 89
Westfield Holdings Management.......................................................................... 90
Certain Transactions..................................................................................... 90
</TABLE>

ii
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<TABLE>
<CAPTION>
PAGE
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Relationships and Transactions with Westfield Holdings................................................. 90
<S> <C>
Relationships and Transactions with WAT................................................................ 91
Other Matters.......................................................................................... 92
Principal Shareholders................................................................................... 93
Description of Capital Stock............................................................................. 94
Capital Stock.......................................................................................... 94
Senior Preferred Shares................................................................................ 95
Preferred Shares....................................................................................... 95
Common Shares.......................................................................................... 96
Restrictions on Ownership and Transfer................................................................. 97
Transfer Agent and Registrar........................................................................... 99
Listing................................................................................................ 99
Certain Provisions of the Company's Articles of Incorporation and By-Laws and of
Missouri Law........................................................................................... 99
Ownership Limit........................................................................................ 99
Additional Classes and Series of Preferred Stock....................................................... 99
Size of Board, Election of Directors, Classified Board, Removal of Directors and
Filling Vacancies.................................................................................... 100
Limitations on Shareholder Action by Written Consent; Ability to Call Special Meeting.................. 100
Advance Notice for Raising Business or Making Nominations at Meetings.................................. 100
Business Combination and Control Share Acquisition Statutes and Related Provisions..................... 101
Termination of REIT Status............................................................................. 102
Limitation on Liability of Directors; Indemnification of Directors and Officers........................ 102
Shares Available for Future Sale......................................................................... 103
General................................................................................................ 103
Registration Rights.................................................................................... 104
Federal Income Tax Considerations........................................................................ 105
Taxation of the Company................................................................................ 105
Tax Aspects of the Company's Investments in Partnerships............................................... 112
Taxation of Taxable Domestic Shareholders.............................................................. 113
Taxation of Tax-Exempt Shareholders.................................................................... 113
Taxation of Foreign Shareholders....................................................................... 114
Information Reporting and Backup Withholding........................................................... 115
Other Tax Consequences................................................................................. 116
ERISA Considerations..................................................................................... 116
Underwriting............................................................................................. 118
Experts.................................................................................................. 119
Legal Matters............................................................................................ 119
Additional Information................................................................................... 120
Glossary................................................................................................. G-1
Index to Financial Statements............................................................................ F-1
Information Not Required in Prospectus................................................................... II-1
Financial Statements and Exhibits........................................................................ II-2
</TABLE>

iii
<PAGE>
PROSPECTUS SUMMARY

THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION
AND FINANCIAL DATA AND STATEMENTS AND THE NOTES THERETO APPEARING ELSEWHERE IN
THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, THE INFORMATION CONTAINED IN THIS
PROSPECTUS ASSUMES (I) AN INITIAL PUBLIC OFFERING PRICE TO THE PUBLIC OF $
PER SHARE AND (II) THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION IS NOT
EXERCISED. UNLESS OTHERWISE INDICATED, OR UNLESS THE CONTEXT OTHERWISE REQUIRES,
REFERENCES TO THE "COMPANY" INCLUDE CENTERMARK PROPERTIES, INC., ITS
SUBSIDIARIES AND JOINT VENTURE INTERESTS. SEE "GLOSSARY" FOR DEFINITIONS OF
CERTAIN TERMS USED IN THIS PROSPECTUS.

THE COMPANY

The Company has been engaged for over 40 years in owning, operating,
leasing, developing, redeveloping and acquiring super regional and regional
shopping centers and power centers located primarily in major metropolitan areas
in the United States. Since 1994, subsidiaries of Westfield Holdings Limited
have provided management, development and advisory services to the Company. As
such, the Company has no employees. The Company owns interests in a portfolio of
13 super regional and six regional shopping centers (together, the "Regional
Centers"), three power centers (the "Power Centers" and, collectively with the
Regional Centers, the "Centers"), 13 separate department store properties (the
"May Properties") which are net leased under financing leases to The May
Department Stores Company (the "May Company") and are not located at the
Centers, and certain other real estate investments (collectively, the
"Properties"). The Centers are located in seven states in three geographically
diverse regions in the United States. The Company is organized and operated as a
REIT and expects to continue to be operated as a REIT for Federal income tax
purposes.

The Centers contain approximately 19.2 million square feet of Total GLA (as
defined in the Glossary), including 74 Anchors and approximately 2,500 Mall
Stores, of which approximately 1.3 million square feet are currently under
redevelopment and approximately 3.2 million square feet are planned for
redevelopment over the next five years. For the year ended December 31, 1996,
the Mall Stores reported sales exceeding $1.5 billion and Anchors reported sales
exceeding $2.0 billion. The Centers under Westfield Holdings management
(representing all of the Centers other than North County Fair) produced average
reported average Mall Store sales of $297 per square foot ("psf") for the same
period. Mall GLA at Stabilized Centers was 92% leased as of December 31, 1996.

The Company's goal is to increase per share Funds from Operations and
thereby maximize the long-term value of the Company and the return to
shareholders through the following key strategies: (i) the redevelopment,
expansion and market repositioning of its current Centers, (ii) the acquisition
of additional super regional and regional centers with a view towards increasing
the value of such centers through redevelopment, expansion and repositioning,
(iii) the improvement of the operating performance of the Centers through
intensive and efficient management, cost control, leasing and marketing and (iv)
the awareness and anticipation of trends in the retailing industry and the
introduction of new retailing concepts to the Centers.

The Company has an option (the "Garden State Plaza Option") to acquire at
fair market value an indirect 50% partnership interest in Garden State Plaza
located in Paramus, New Jersey. Garden State Plaza is one of the largest and
most productive super regional centers in the nation, with five anchors and
containing approximately 2.0 million square feet of total gross leasable area
and average mall store sales psf of $467 for the year ended December 31, 1996.
The Garden State Plaza Option is exercisable following the completion of an
independent valuation of the property to determine its fair market value. The
valuation procedure may be commenced by the Company upon the satisfaction of
certain conditions, but in any event no later than January 2, 2000. Although the
Garden State Plaza Option is not currently exercisable, the Company will acquire
a substantial economic interest in the revenues to be received from Garden State
Plaza by making a $145 million participating secured loan (the "Garden State
Plaza Loan") to the subsidiary of Westfield Holdings Limited which owns the 50%
indirect partnership interest in Garden State Plaza. For a more detailed
description of the Garden State Plaza Option, see "The Company--The Company's
Strategy for Operations and Growth--Garden State Plaza Option."

4
<PAGE>
compound annual rate of approximately 4.5%, sales per square foot increased at a
compound annual rate of 6.3% and leased Mall GLA at Stabilized Centers improved
from 88% leased to 92% leased. In addition, from 1994 to 1996, the Company's
Funds from Operations increased at a compound annual rate of approximately 15.2%
per annum.

Following the Offering, the Board of Directors of the Company (the "Board of
Directors") will have 11 directors, six of whom will be Independent Directors.

The principal executive offices of the Company are located at 11601 Wilshire
Boulevard, Los Angeles, California 90025 (telephone: 310-478-4456). The
headquarters of the Company's manager (the "Manager"), advisor (the "Advisor")
and developer (the "Developer") are located at the same address in Los Angeles,
California.

WESTFIELD HOLDINGS

Westfield Holdings is a fully-integrated, international developer, builder
and manager of shopping centers and manager and advisor to public real estate
investment entities. Westfield Holdings has its headquarters in Sydney,
Australia and employed approximately 2,400 people worldwide as of December 31,
1996. Westfield Holdings, which was publicly listed in 1960, was co-founded by
Frank P. Lowy. In 1993, Frank P. Lowy was acknowledged as one of the six
"pioneers" of the shopping center industry worldwide by the International
Council of Shopping Centers ("ICSC"). By combining financial strength and over
35 years of experience with a business philosophy that stresses innovation,
Westfield Holdings has built a successful shopping center business, managing
shopping center assets with a value of approximately Aus.$10.7 billion as of
December 31, 1996, comprised of more than 8,500 retail stores in 56 centers in
the United States, Australia and Asia, and 39.3 million square feet of total
gross leasable area.

Westfield Holdings Limited, listed on the ASX, had a market capitalization
of approximately Aus.$2.0 billion as of February 28, 1997. According to the
Stock Exchange Index Service, calculated as of June 30, 1996, the value of
shares of Westfield Holdings Limited has increased at a compound rate of 49.7%,
with Aus.$1,000 invested in 1990 worth Aus.$11,249 in 1996, although past
performance is not an indication of future results. Westfield Holdings is also a
manager and advisor to public real estate investment entities-- Westfield Trust
and WAT, both of which are Australian public property trusts traded on the ASX.
Based on its market capitalization of approximately Aus.$2.9 billion as of
February 28, 1997, Westfield Trust is one of the two largest property trusts in
Australia.

The Company believes that Westfield Holdings's success stems from its
integrated approach to all disciplines required to conceive, build and then
manage a modern retail development on behalf of its owners. The Company believes
it is this integration across all operating divisions and Westfield Holdings's
intense involvement in key aspects of the centers it manages that makes
Westfield Holdings unique. Westfield Holdings's development expertise includes
establishing the feasibility of projects, securing development approvals,
producing architectural designs and performing and supervising construction
work. Westfield Holdings also arranges the ongoing leasing program and installs
and operates management and marketing systems to ensure that a center achieves
its full potential. This in-house integrated approach to shopping center
development, management and leasing enhances Westfield Holdings's ability to
carry out major redevelopment and upgrading of centers. See "The
Company--Westfield Holdings."

Since 1977, Westfield Holdings's U.S. business has included the
redevelopment and expansion of 10 shopping centers in California, Connecticut,
Michigan, Missouri, New Jersey and New York. Westfield Holdings's U.S. business
currently manages and provides development services to 26 shopping centers
(three of which are owned by third parties) with more than 24.5 million square
feet of total gross leasable area, including the Centers and Garden State Plaza.
Westfield Holdings also manages the retail facilities at Dulles and National
Airports in Washington, D.C. and Terminal C at Logan Airport in Boston,
Massachusetts. Westfield Holdings's U.S. operations are headquartered in Los
Angeles, California, and employ approximately 950 people in the United States.
Westfield Holdings's U.S. senior management team has extensive experience in the
development, construction, management and financing of super regional and
regional centers, with an average of 20 years in the industry.

The Company has access to the resources and depth of management of Westfield
Holdings's worldwide operations. Westfield Holdings provides a full range of
services to the Company including many

5
<PAGE>
which are typically outsourced by real estate owners to third parties. These
services include strategic and day-to-day management, research, investment
analysis, acquisition and due diligence, development, construction,
architectural, marketing, asset management, capital markets, disposition of
assets, legal and accounting services. In contrast to many other shopping center
companies, the Company is not exposed to the same degree of risk of increasing
costs for many of these services because the fees payable to the Manager and the
Advisor are incentive based or fixed as a percentage of assets or revenues. For
a description of Westfield Holdings's management arrangements with the Company,
including fees payable to Westfield Holdings for its services, see "Certain
Transactions--Relationships and Transactions with Westfield Holdings" and
"Advisory, Management and Development Services to the Company."

Westfield Holdings Limited will agree with the Company that it will not
acquire any ownership interest in shopping center properties or power centers in
the United States for so long as it is the Advisor to the Company and Manager of
the Centers. Each of Frank Lowy, David Lowy, Peter Lowy and Steven Lowy will
agree with the Company that he will not acquire any ownership interest in
shopping center properties or power centers in the United States for so long as
(i) Westfield Holdings is the Advisor to the Company and the Manager of the
Centers, and (ii) interests associated with the Lowy family have significant
ownership interest and significant management involvement in the operations of
Westfield Holdings Limited. In addition, Westfield Holdings has agreed in its
management and development agreements with the Company that it will not manage
or develop any shopping center in competition with a Center owned by the
Company, except in the case of the acquisition by Westfield Holdings of an
entity that is then managing or developing a competitive center.

Contemporaneously with the Offering, the Company will purchase from
Westfield Holdings Limited the nontransferable Westfield Holdings Warrants to
acquire up to 9.8 million ordinary shares of Westfield Holdings Limited, which
would be as of the date hereof equal to approximately 9% of the ordinary shares
of Westfield Holdings Limited outstanding after the exercise of the options. The
purchase price for each Westfield Holdings Warrant will be Aus.$2.00. The term
of the Westfield Holdings Warrants is five years but will be extended to seven
years if Australian law is changed to permit such longer term. The Westfield
Holdings Warrants may be exercisable in whole or in part following the third
anniversary of the grant of the Westfield Holdings Warrants. Each Westfield
Holdings Warrant will have an exercise price equal to the average of the closing
sale prices of ordinary shares of Westfield Holdings Limited on the ASX at the
closing of business for the 20 business days immediately preceding consummation
of the Offering and, subject to certain anti-dilution adjustments, will entitle
the Company to receive one ordinary share of Westfield Holdings Limited. On
February 28, 1997, the closing sale price on the ASX of the Westfield Holdings
Limited ordinary shares was Aus.$19.90. See "The Company--Westfield Holdings."

Westfield Holdings will continue to own a significant stake in the Company.
The following table demonstrates the Common Stock ownership of Westfield
Holdings in the Company on a fully-diluted basis after giving effect to the
Offering.

<TABLE>
<CAPTION>
Direct ownership of the Company....................................... %

<S> <C>
Indirect ownership through direct ownership of WAT units.............. %
---

Total............................................................... %
---
---
</TABLE>

Interests associated with the Lowy family will indirectly continue to own a
significant interest in the Company. The following table demonstrates the
indirect ownership of the Common Stock by interests associated with the Lowy
family upon consummation of the Offering.

<TABLE>
<S> <C>
Indirect ownership through direct ownership of Westfield Holdings..... %

Indirect ownership through direct ownership of WAT units.............. %
---

Total............................................................... %
---
---
</TABLE>

6
<PAGE>
RISK FACTORS

Prospective investors should carefully consider the matters addressed under
"Risk Factors" before making an investment decision regarding the Shares offered
hereby. Each of these matters could have adverse consequences to the Company.
These risks include:

- Risks generally inherent in retail real estate investment, such as risks
from changes in economic conditions, redevelopment risk, competition from
other shopping centers and forms of retailing, and financial difficulties
or bankruptcies of tenants or anchors.

- The ability of Westfield Holdings and WAT (and interests associated with
the Lowy family by virtue of their interests in such entities) to exercise
significant influence over the business and policies of the Company
through the (i) ownership by Westfield Holdings and WAT of Common Stock,
(ii) ownership by Westfield Holdings of units in WAT, (iii) management of
WAT by a subsidiary of Westfield Holdings Limited and (iv) management of
the Company by Westfield Holdings.

- Possible conflicts of interest among Westfield Holdings, WAT and the other
shareholders of the Company and reliance by the Company on Westfield
Holdings for advisory, management and development services.

- Limitations on the shareholders' ability to change control of the Company
due to the significant ownership by Westfield Holdings and WAT of the
outstanding Common Stock and restrictions on ownership of more than %
of the Company's outstanding shares of capital stock and other measures.

- The fact that the value of the Company is not based on third-party
appraisals; therefore the aggregate market value of the Common Stock based
on its market price may exceed the fair market value of the Properties.

- Limited control by the Company over certain Properties that the Company
owns in partnership with third parties, conflicts of interest with outside
partners in jointly-owned Centers and the possibility of bankruptcy of
such outside partners.

- Risks normally associated with debt financing, the amount of which debt
financing is not restricted by the Company's organizational documents,
including the possible inability to refinance balloon payments upon
maturity and the risk of higher interest rates.

- Tax risks, including (i) if the Company fails to continue to qualify as a
REIT, taxation of the Company as a regular corporation and possible
inability to requalify as a REIT for four years, (ii) the 100% tax on net
income from transactions that constitute prohibited transactions, pursuant
to the rules relating to REITs under the Code and (iii) possible taxation
of the Company with respect to built-in gain on disposition of certain
property if such property is disposed of during a ten-year period. Cash
available for distributions could be decreased dramatically if any such
taxes become payable.

- The fact that tenants whose parent company is The Limited Stores occupy
over 10% of the Mall GLA, that department stores owned by the May Company
are Anchors at 18 of the Centers, and that a negative change in the
financial strength of The Limited Stores or the May Company could have a
material adverse effect on the Company.

- The fact that the Company's initial dividend level is based on a number of
assumptions, any change in which could affect the Company's ability to
sustain the initial dividend level and that the Company intends to
distribute approximately 100% of its Funds from Operations.

- Lack of a prior public market in the United States for the Common Stock as
well as potential reduction in the market price of the Shares due to
increases in interest rates or future sales of shares of Common Stock.

BUSINESS AND PROPERTIES

THE CENTERS

As set forth in the following table, the Company's portfolio consists of 13
super regional shopping centers, six regional shopping centers and three Power
Centers located in seven states in the East Coast, the Mid West and the West
Coast regions of the United States totalling 19.2 million square feet of GLA. In
addition, the Company has an option to acquire an indirect 50% partnership
interest in Garden State Plaza pursuant to the Garden State Plaza Option.

7
<PAGE>
CENTER PROFILE
<TABLE>
<CAPTION>
TRADE AREA
POPULATION
MALL GROSS (000S)/AVERAGE
TOTAL GROSS STORE NO. OF HISTORY AND ANNUAL
SHOPPING CENTER AND PERCENTAGE LEASABLE LEASABLE MALL STATUS HOUSEHOLD
LOCATION OWNERSHIP AREA SQ.FT. AREA SQ.FT. STORES(1) OF DEVELOPMENT INCOME$(2)
- --------------------------- ----------- ------------- ----------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
EAST COAST
Annapolis Mall, ........... 30 990,702 408,554 151 Opened 1980 450/
Annapolis, Maryland Redeveloped $63,400
1982/1994

Connecticut Post 100 831,707 438,405 137 Opened 1960 430/
Mall,(3) ................ Redeveloped 1991 $54,600
Milford, Connecticut

Enfield Square,(3) ........ 100 678,822 260,632 81 Opened 1971 312/
Enfield, Connecticut Redeveloped $53,700
1987/1997

Meriden Square, ........... 50 746,695 294,654 113 Opened 1971 396/
Meriden, Connecticut Redeveloped $54,800
1988/1993

Montgomery Mall, .......... 100 1,253,482 467,872 178 Opened 1962 612/
Bethesda, Maryland Redeveloped $79,900
1976/1982/1984
1991

South Shore Mall,(4) ...... 100 1,108,111 370,962 120 Opened 1963 495/
Bay Shore, New York Under $66,500
Redevelopment

Trumbull Shopping Park, ... 100 1,160,716 464,088 176 Opened 1962 536/
Trumbull, Connecticut Redeveloped $71,400
1982/1987/1990
1992/1995

Total (4)............ 6,770,235 2,705,167 956

Garden State Plaza, ....... Option to 1,989,096 852,977 294 Opened 1957 1,502/
Paramus, New Jersey Acquire Redeveloped $65,100
50% 1984/1988/1996
Under
Redevelopment

<CAPTION>
SHOPPING CENTER AND
LOCATION MAJOR RETAILERS AND SPECIAL FEATURES
- --------------------------- ---------------------------------------
<S> <C>
EAST COAST
Annapolis Mall, ........... Nordstrom, Hecht's, J.C. Penney,
Annapolis, Maryland Montgomery Ward
Connecticut Post Filene's, J.C. Penney, Caldor
Mall,(3) ................
Milford, Connecticut
Enfield Square,(3) ........ Filene's, J.C. Penney. Sears scheduled
Enfield, Connecticut to open Spring 1997
Meriden Square, ........... Filene's, J.C. Penney, Sears
Meriden, Connecticut
Montgomery Mall, .......... Nordstrom, Hecht's, Sears, J.C. Penney
Bethesda, Maryland
South Shore Mall,(4) ...... Macy's, J.C. Penney. Sears scheduled to
Bay Shore, New York open Fall 1997
Trumbull Shopping Park, ... Macy's, Filene's, Lord & Taylor, J.C.
Trumbull, Connecticut Penney
Total (4)............
Garden State Plaza, ....... Nordstrom, Macy's, Neiman Marcus, Lord
Paramus, New Jersey & Taylor, J.C. Penney
</TABLE>

8
<PAGE>
<TABLE>
<CAPTION>
TRADE AREA
POPULATION
MALL GROSS (000S)/AVERAGE
TOTAL GROSS STORE NO. OF HISTORY AND ANNUAL
SHOPPING CENTER AND PERCENTAGE LEASABLE LEASABLE MALL STATUS HOUSEHOLD
LOCATION OWNERSHIP AREA SQ.FT. AREA SQ.FT. STORES(1) OF DEVELOPMENT INCOME$(2)
- --------------------------- --------------- ------------- ----------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
MID WEST
Mid Rivers Mall, .......... 100 929,185 352,371 142 Opened 1987 265/
St. Peters, Missouri Redeveloped $50,400
1990/1996

South County Center,(3) ... 100 754,063 259,360 102 Opened 1963 430/
St. Louis, Missouri Redeveloped 1979 $45,400

West County Center, ....... 100 583,646 152,590 65 Opened 1969 324/
Des Peres, Missouri Redeveloped 1985 $71,000

West Park Mall, ........... 100 502,856 230,505 82 Opened 1981 231/
Cape Girardeau, Redeveloped 1984 $30,600
Missouri

Westland Towne Center, .... 100 470,943 137,520 15 Opened 1960 266/
Lakewood, Colorado Redeveloped $44,300
1981/1994

Total................ 3,240,693 1,132,346 406

WEST COAST

Eagle Rock Plaza, ......... 100 474,230 163,912 63 Opened 1973 525/
Los Angeles, California $50,500

Eastland Center, .......... 100 819,244 617,444 29 Opened 1957 528/
West Covina, California Redeveloped $52,600
1981/1996/1997

Mission Valley 76 1,340,410 508,492 95 Opened 1961 936/
Center,(4) .............. Redeveloped $48,600
San Diego, California 1975/1983
1996/1997

Mission Valley 76 178,624 178,624 34 Opened 1963 936/
Center-West, . Under $48,600
San Diego, California Redevelopment

<CAPTION>
SHOPPING CENTER AND
LOCATION MAJOR RETAILERS AND SPECIAL FEATURES
- --------------------------- ---------------------------------------
<S> <C>
MID WEST
Mid Rivers Mall, .......... Famous-Barr, Dillard's, Sears, J.C.
St. Peters, Missouri Penney
South County Center,(3) ... Famous-Barr, Dillard's, J.C. Penney
St. Louis, Missouri
West County Center, ....... Famous-Barr, J.C. Penney
Des Peres, Missouri
West Park Mall, ........... Famous-Barr, J.C. Penney, Venture
Cape Girardeau,
Missouri
Westland Towne Center, .... Sears, Super Kmart
Lakewood, Colorado
Total................
WEST COAST
Eagle Rock Plaza, ......... Robinsons-May, Montgomery Ward
Los Angeles, California
Eastland Center, .......... Mervyn's, Target
West Covina, California
Mission Valley Robinsons-May, Macy's, Montgomery Ward,
Center,(4) .............. AMC 20-screen theater, Nordstrom Rack
San Diego, California
Mission Valley
Center-West, .
San Diego, California
</TABLE>

9
<PAGE>
<TABLE>
<CAPTION>
TRADE AREA
POPULATION
MALL GROSS (000S)/AVERAGE
TOTAL GROSS STORE NO. OF HISTORY AND ANNUAL
SHOPPING CENTER AND PERCENTAGE LEASABLE LEASABLE MALL STATUS HOUSEHOLD
LOCATION OWNERSHIP AREA SQ.FT. AREA SQ.FT. STORES(1) OF DEVELOPMENT INCOME$(2)
- --------------------------- --------------- ------------- ----------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
North County Fair,(5) ..... 45 1,243,551 363,054 168 Opened 1986 743/
Escondido, California $54,700

Plaza Bonita, ............. 100 822,075 313,248 135 Opened 1981 696/
National City, California $41,800

Plaza Camino Real, ........ 40 1,152,194 433,984 155 Opened 1969 475/
Carlsbad, California Redeveloped $52,300
1979/1989

The Plaza at West 100 1,233,582 585,488 194 Opened 1975 679/
Covina, ................. Redeveloped $54,900
West Covina, California 1990/1993

Topanga Plaza, ............ 42 1,085,038 373,006 130 Opened 1964 846/
Canoga Park, California Redeveloped $66,900
1984/1992/1994

Vancouver Mall, ........... 50 870,141 328,575 156 Opened 1977 278/
Vancouver, Washington Redeveloped $43,500
1979/1993

Total................ 9,219,089 3,865,827 1,159

Grand Total(4)..... 19,230,017 7,703,340 2,521

<CAPTION>
SHOPPING CENTER AND
LOCATION MAJOR RETAILERS AND SPECIAL FEATURES
- --------------------------- ---------------------------------------
<S> <C>
North County Fair,(5) ..... Nordstrom, Robinsons-May(2), Macy's,
Escondido, California J.C. Penney, Sears
Plaza Bonita, ............. Robinsons-May, J.C. Penney, Montgomery
National City, California Ward and Mervyn's
Plaza Camino Real, ........ Macy's(2), Robinsons-May, Sears, J.C.
Carlsbad, California Penney
The Plaza at West Robinsons-May, Macy's, Sears, J.C.
Covina, ................. Penney
West Covina, California
Topanga Plaza, ............ Nordstrom, Robinsons-May, Sears,
Canoga Park, California Montgomery Ward
Vancouver Mall, ........... Nordstrom, Meier & Frank, Sears, J.C.
Vancouver, Washington Penney, Mervyn's
Total................
Grand Total(4).....
</TABLE>

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

(1) Includes vacant stores.

(2) U.S. national average household income $44,799. All figures are 1994
estimates provided by Equifax National Decisions Systems.

(3) The Company's interest in this Center includes certain incidental long-term
ground leases.

(4) After giving effect to the South Shore Mall redevelopment anticipated to be
completed in Fall 1997.

(5) The Joint Venture which owns this Center leases it from the City of
Escondido pursuant to a 50-year ground lease which expires in 2033.

10
<PAGE>
The following table sets forth the number of Centers in each State and the
Total GLA per State for such Centers.

<TABLE>
<CAPTION>
TOTAL GROSS
NO. OF SHOPPING LEASABLE AREA PERCENT OF
STATE OF SHOPPING CENTER LOCATIONS CENTERS SQ. FT. TOTAL GLA
- -------------------------------------------------- --------------------- ------------- ---------------
<S> <C> <C> <C>
California........................................ 9 8,348,900 43%
Colorado.......................................... 1 470,900 2
Connecticut....................................... 4 3,417,900 18
Maryland.......................................... 2 2,244,200 12
Missouri.......................................... 4 2,769,800 14
New York.......................................... 1 1,108,100 6
Washington........................................ 1 870,100 5
</TABLE>

Business highlights of the operation and performance of the Centers include
the following:

- Successful redevelopment of a number of the Centers has generated
increased returns. The Company is in the process of redeveloping South
Shore Mall and anticipates that the redevelopment of Mission Valley
Center-West will commence in the second quarter of 1997. In addition, the
Company is currently planning the redevelopment of eight additional
Properties.

- In 1996, the Center under Westfield Holdings' management (excluding
Eastland Center which is under redevelopment) reported average Mall Store
sales psf of $297 as compared to an industry average of $278 psf for the
same period. (Source: ICSC Monthly Mall Merchandise Index, February 1997).

- Mall GLA at Stabilized Centers was 92% leased as of December 31, 1996.

- Upon completion of construction at South Shore Mall and Enfield Square, 17
of the 19 Regional Centers will have three or more Anchors. The quality
and number of the Anchors both enhances the Centers' competitive position
with existing properties and makes the development of competing centers in
the same trade area less likely.

- Geographic diversity in seven states throughout the East Coast, Mid West
and West Coast regions of the United States diversifies the risk of
exposure to regional economic downturns. Marketing efficiencies are
available where Centers are located in "clusters" within each region.

- A significant concentration of Centers in California (43% of the Total GLA
of the Centers as of December 31, 1996) provides an excellent opportunity
to take advantage of that State's recent economic recovery.

- All of the Regional Centers are located on major road systems, primarily
in major metropolitan areas, including Los Angeles and San Diego,
California, Hartford, Connecticut, Portland, Oregon, St. Louis, Missouri,
Washington, D.C., and Long Island, New York, providing easy access and
high visibility and thus creating a competitive advantage for the Company.

- The Centers have 74 Anchors operating under 18 trade names. The Company's
portfolio includes 20 May Company stores (Famous-Barr, Filene's, Hecht's,
Lord & Taylor, Meier & Frank, and Robinsons-May), 16 J.C. Penneys, 11
Sears, seven Federated (Macy's) and five Nordstrom stores. In addition,
other major Anchors include Dillard's, Dayton Hudson (Mervyn's, Target)
and Montgomery Ward. The Manager's strong relationships with these Anchors
enhance the Company's opportunities by providing substantial pre-leasing
of new projects, lease-up of existing space, improved tenant retention and
releasing opportunities.

- Montgomery Mall, the Company's largest Center, was 95% leased as of
December 31, 1996, and had effective rents psf of $38 and average Mall
Store sales psf of $405, for the year ended December 31, 1996.

11
<PAGE>
- Most of the Centers' Mall GLA is leased to national and regional chains,
including Abercrombie & Fitch, Baker's Shoes, Banana Republic, Bath & Body
Works, CVS, Eddie Bauer, Express, Foot Locker, Gap Kids, J. Riggins, JW,
Kay Bee Toys & Hobby, Kinney Shoes, Lane Bryant, Lerner's, Limited Too,
Oaktree, The Body Shop, The Disney Store, The Gap, The Limited, Structure,
Victoria's Secret and Warner Bros.

- In 1996, the Centers under Westfield Holdings management derived
approximately 95% of their base rents from Mall Stores. Mall Stores
occupied approximately 40.1% of the Total GLA and the balance of the Total
GLA was represented by Anchors. No Mall Store retailer accounted for more
than 5% of the Mall GLA or more than 6% of the Company's 1996 annualized
effective rent (I.E., base plus percentage rent), except for The Limited
Stores, a clothing retailer, which occupied approximately 10% of Mall GLA
and accounted for 11% of the 1996 Mall Store annualized effective rent.

THE COMPANY'S STRATEGY FOR OPERATIONS AND GROWTH

GENERAL STRATEGY

The Company's goal is to increase per share Funds from Operations and
thereby maximize the long-term value of the Company and the return to
shareholders through the following key strategies: (i) the redevelopment,
expansion and market repositioning of its current Centers, (ii) the acquisition
of additional centers with a view towards increasing the value of such centers
through redevelopment, expansion and repositioning, (iii) the improvement of the
operating performance of the Centers through intensive and efficient management,
cost control, leasing and marketing and (iv) the awareness and anticipation of
trends in the retailing industry and the introduction of new retailing concepts
to the Centers.

The Company has engaged subsidiaries of Westfield Holdings Limited to
provide management and advisory services to the Company and the Centers, and to
provide property management and development services to the Properties. The
Company believes that Westfield Holdings, as a fully-integrated, international
developer, builder and manager of shopping centers with a history as a manager
and advisor to public real estate investment entities, and with substantial
experience in the U.S. market, possesses the skills and expertise to execute
successfully the Company's strategy and enhance the income and value of the
Company's portfolio.

REDEVELOPMENT, REPOSITIONING AND EXPANSION POTENTIAL AND IMPLEMENTATION

The Company believes that redevelopment, repositioning and expansion are key
to maximizing the use and performance of its assets and increasing growth,
income and capital appreciation. The Company is continually evaluating the
redevelopment potential of its Properties and anticipates that it will pursue
opportunities for substantial redevelopment and repositioning at the Properties.
The Company believes redevelopment is important because of the financial and
regulatory burdens presented by development of new regional shopping centers.
The Company believes that these projects will enable the existing Centers both
to compete better within their existing markets and to attract new customers and
therefore attain a stronger market position and an expanded customer base. The
Company believes that most of its Centers, even those which have undergone
redevelopment in the past five years, have continuing redevelopment potential.
The Company also believes that Westfield Holdings is well situated to take
advantage of these opportunities, due to, among other things, its management
expertise and its ability to utilize operating staff, ideas and systems from its
operations in the United States, Australia and Asia.

Since 1994, the Company has completed the redevelopment of and has under
redevelopment five Centers, representing 25.4% of Total GLA.

Redevelopment has recently been completed or substantially completed at the
following Centers:

- Eastland Center in West Covina, California, has been substantially
converted from an enclosed mall to a power center through the addition of
a Target discount store and additional Category Killer retailers in order
to reposition the Center within its trade area and to complement The Plaza
at

12
<PAGE>
West Covina, a super regional Center owned by the Company. The
redevelopment is scheduled to be completed in Spring 1997.

- Enfield Square in Enfield, Connecticut, was redeveloped with the addition
of a Sears store which is scheduled to open in Spring 1997. The Sears
store replaces a smaller Steiger's store which the Company purchased as an
opportunity to upgrade and expand the Center.

- Mid Rivers Mall in St. Peters, Missouri, was redeveloped in Fall 1996,
with the addition of a fourth Anchor, a 125,000 square-foot J.C. Penney
store, and an additional 40,000 square feet of Mall GLA.

- Mission Valley Center in San Diego, California, was redeveloped in 1996
with Category Killers, restaurants and a 75,000 square-foot, 4,500 seat
20-screen AMC multiplex theater.

The Company is currently redeveloping South Shore Mall. The redevelopment
involves the addition of a Sears store and 40,000 square feet of Mall GLA.
Project completion is scheduled for Fall 1997.

The Company expects to commence the redevelopment of Mission Valley
Center--West in the second quarter of 1997 to create a new power center with
value-oriented retailers that will complement Mission Valley Center. In
addition, the Company is planning for the redevelopment of the following
additional Properties over the next five years, which the Company believes will
result in future income growth and capital appreciation: Annapolis Mall,
Connecticut Post Mall, Eagle Rock Plaza, Enfield Square, South County Center,
Topanga Plaza, West County Center and land adjacent to Topanga Plaza (known as
the "West Valley" property). In addition, the Company believes that
redevelopment potential exists for the following Centers over the next five to
10 years: Annapolis Mall, Meriden Square, Montgomery Mall, Plaza Bonita, Plaza
Camino Real, Trumbull Shopping Park, Vancouver Mall, West Park Mall and West
Valley. The completion of these and other redevelopments is contingent upon
numerous factors and therefore no assurance can be given that a redevelopment
will be undertaken. For a more detailed description of redevelopment planning,
see "The Company--The Company's Strategy for Operations and
Growth--Redevelopment, Repositioning and Expansion Potential and
Implementation."

ACQUISITION OF NEW CENTERS

The Company's acquisition strategy is to acquire additional super regional
and regional centers that meet the Company's investment criteria. In general,
the Company's investment criteria include the goals that the property be of a
quality consistent with the Company's portfolio, that the property has potential
for increased income and value through redevelopment and/or repositioning and
that the property generates sufficient income pending any such redevelopment to
support the acquisition price. The Company's strategy also includes seeking to
acquire the Outside Partners' interests in the Joint Venture Centers.

GARDEN STATE PLAZA OPTION AND LOAN TRANSACTION

The Company has an option to acquire at fair market value the stock of
Westland Realty Inc., the holder of an indirect 50% partnership interest in
Garden State Plaza located in Paramus, New Jersey. Garden State Plaza is one of
the largest and most productive super regional centers in the nation with five
Anchors and containing approximately 2.0 million square feet of total gross
leasable area and average mall store sales psf of $467 for the year ended
December 31, 1996. Westfield Holdings completed the first part of a major
redevelopment of Garden State Plaza in 1996, adding Lord & Taylor and Neiman
Marcus stores to the existing Macy's and Nordstrom stores and expanding on a
J.C. Penney department store. The redevelopment added 200,000 square feet of
additional Mall GLA to connect the two new department stores and accommodate 100
new specialty retailers. The redevelopment, management and leasing of Garden
State Plaza is performed by Westfield Holdings. Additional redevelopment is
currently in progress and is scheduled for completion in Fall 1997.

The Garden State Plaza Option is exercisable following a completion of an
independant valuation of the property to determine its fair market value. The
valuation procedure may be commenced by the Company (x) at any time after
completion and stabilization of the current expansion of the property, defined
to mean the leasing of 95% of the mall gross leasable area for the expansion,
(y) at any time after the date which is 18 months after completion of the
current expansion of the property and (z) no later than January 2, 2000.

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<PAGE>
Although the Garden State Plaza Option is not currently exercisable, the
Company will acquire a substantial economic interest in the revenues to be
received from Garden State Plaza by making a $145 million participating secured
loan to the subsidiary of Westfield Holdings Limited which owns the 50% indirect
partnership interest in Garden State Plaza. The loan will yield the Company a
fixed annual return of 8.5% per annum. The Company will also receive
participating interest based on approximately 80% of the borrower's share of the
cash flow from Garden State Plaza subject to an aggregate limit for fixed
interest and participating interest in an amount equal to 11% per annum. The
loan will mature in 10 years, will be secured by a security interest in
Westfield Holdings's partnership interests in the entity that owns Garden State
Plaza, and will be on a nonrecourse basis to the borrower.

The other 50% interest in Garden State Plaza is owned by affiliates of
Rodamco North America B.V., a Netherlands corporation. See "Certain
Transactions--Relationships and Transactions With Westfield Holdings--Garden
State Plaza Option."

INCREASING OPERATING INCOME FROM EXISTING SPACE; INTENSIVE MANAGEMENT APPROACH

Westfield Holdings concentrates on actively managing the Centers and
providing efficient and customer-friendly service to both the consumers who shop
in the Centers and the retailers who lease space in the Centers while strictly
controlling operating costs. The concept of the "Westfield Customer Service
System" has been introduced in the Centers to train and focus the personnel at
the Centers on its retailers and customers. The Company believes that this is
one of the most important strategies that differentiates Westfield Holdings's
management philosophy from the Company's competitors. The Company believes that
branding the Centers through advertising, promotions and customer service
programs will build shopper recognition and loyalty, especially in multi-center
markets.

Westfield Holdings's management strategy includes initiatives designed to
increase customer traffic through the Centers, which improves sales turnover
and, ultimately, rents. Initiatives include increasing occupancy levels,
increasing revenue by increasing rentable area within the existing building
envelope, the introduction of cost control efficiencies resulting in a reduction
of operating costs, maximizing the temporary leasing program, improving the
merchandise mix and range of tenants, developing emerging themes such as
entertainment, cinemas and Category Killer retailers, converting non-productive
space to Mall GLA and promoting such converted space with intensive marketing.

Westfield Holdings's marketing expertise has been recognized through a
number of national and international awards, most notably an ICSC 'Maxi' Award
for marketing in 1993, and a further three Maxi awards in 1994 and an ICSC award
for shopping center public relations in 1996.

The Company utilizes a national marketing program that includes shared
advertising, media, including television, and community promotions in the
Centers. This strategy is particularly effective in the Company's multi-Center
regional markets in San Diego, Missouri, Maryland and Connecticut. The Manager
has an in-house marketing staff and utilizes the resources of a leading
advertising agency to provide advertising, promotional and media services to the
Centers. The Manager analyzes marketing trends for the Company and develops and
implements new approaches to retail shopping in the Centers.

The Company seeks to increase rental income from existing space by leasing
currently unleased space, increasing base rent as current leases with below
market rents expire, negotiating new leases to reflect step-ups in base rent,
and repositioning and aggressively marketing to increase sales productivity and
expand the market penetration and market base. The average base rental rate per
square foot at the Centers has increased at a compound annual rate of
approximately 4.5% from December 31, 1994 through December 31, 1996. For the
year ended December 31, 1996, 353 leases totaling approximately 880,000 square
feet (representing 12.7% of Mall GLA) were signed at an average annualized base
rent of $31.96 psf for the initial year of occupancy, which represented a 48.3%
increase over expiring leases. Based on existing contractual rent increases at
the Centers, the Company anticipates that the total annual base rent from Mall
Store tenants at the Centers is expected to increase by approximately $26.2
million over the next five years. See "Business and Properties--Lease
Expirations."

14
<PAGE>
The Company believes that the recent sales and consolidations of department
stores have given the Company the opportunity to enhance its mix of Anchors. An
example of this is the replacement of some of the Centers' less productive
Anchors with more productive Anchors such as Sears, Macy's and J.C. Penney.

COMPANY STRUCTURE AND HISTORY

The Company was incorporated in 1924 for the purpose of holding title to
certain department store properties and has been involved in developing shopping
centers since the mid 1950's. In 1994, Prudential sold 40% of the Company to
Westfield Holdings and the remainder to certain other investors. In 1995,
Westfield Holdings acquired an additional 10% of the Company. In 1996 and early
1997, the Company was recapitalized when WAT acquired 74.6% of the outstanding
Common Stock and a warrant (the "WAT Warrant") to purchase 6,246,096 shares of
Common Stock from the Company. In addition the Company sold $134 million of
non-voting preferred stock and Common Stock to foreign and U.S. investors
(inclusive of a $14 million investment that certain of the then existing
investors agreed to retain in the Company). The Company utilized a portion of
the proceeds of the sale of its Common Stock and non-voting preferred stock to
repurchase the stock of certain investors other than Westfield Holdings.

Contemporaneously with these transactions, the Company acquired indirect
ownership of Connecticut Post Mall, Trumbull Shopping Park and South Shore Mall
(collectively, the "Acquired Properties") from interests associated with the
Lowy family and an option to acquire an indirect 50% partnership interest in
Garden State Plaza from Westfield Holdings. For more information on the Garden
State Plaza Option and the transactions referred to above, see "The Company--The
Company's Strategy for Operations and Growth--Garden State Plaza Options and
Loan Transaction" and "Certain Relationships and Transactions."

These transactions are referred to collectively as the "Recapitalization."

As a result of these transactions and after giving effect to the Offering,
WAT will own %, and Westfield Holdings will own % of the Company's
outstanding Common Stock on a fully-diluted basis. Westfield Holdings will also
hold an approximately % equity interest in WAT. In addition, Stichting
Pensioenfonds ABP, an entity established under the laws of the Kingdom of the
Netherlands ("ABP"), will hold an approximately % equity interest in the
Company through the ownership of Series A Preferred Shares, par value $1.00 per
share, of the Company (the "Series A Preferred Shares"). See "Principal
Shareholders."

15
<PAGE>
The following diagram illustrates the beneficial ownership of the Company
upon consummation of the Offering.

[GRAPH]

16
<PAGE>
WESTFIELD AMERICA TRUST

WAT has informed the Company that its sole asset is currently its interest
in the Company. The Company believes that so long as WAT's sole asset is its
interest in the Company, WAT's performance on the ASX should be substantially
linked to the performance of the Company. Subject to certain withholding tax,
income tax and exchange rate matters, as well as WAT trust governance and voting
provisions, the Company believes that the WAT units and the Shares should trade
within a reasonable range of each other. The Company believes that in the future
WAT may be able to raise additional funds in the Australian capital markets
which it may elect to invest in the Company if the Company elects to raise
additional capital, thereby providing to the Company an additional source of
capital.

FINANCING POLICIES

The Company currently intends to adhere to a policy of maintaining a ratio
of debt-to-Total Market Capitalization of not more than 50%. On a pro forma
basis at December 31, 1996, after giving effect to the Offering and the
application of the proceeds as set forth in "Use of Proceeds," the Company would
have a ratio of debt-to-Total Market Capitalization of approximately %. No
assurance can be given in this regard, however, and the organizational documents
of the Company do not limit the amount or percentage of indebtedness that it may
incur. The debt-to-Total Market Capitalization ratio, which is based upon the
market value of the Company's equity and, accordingly, fluctuates with changes
in the price of the Common Stock, differs from the debt-to-total asset ratio,
which is based on book values. The consolidated pro forma debt-to-total asset
ratio at December 31, 1996 was 38%. See "Capitalization" and "The Company's
Condensed Pro Forma Financial Statements." The Company may from time to time
reevaluate its debt policy in light of current economic conditions, relative
costs of debt and equity capital, changes in the Company's market
capitalization, growth and acquisition opportunities and other factors, and
modify its debt financing policy accordingly. As a result, the Company may
increase or decrease its debt-to-Total Market Capitalization ratio beyond the
limits described above. See "Risk Factors--Risks Associated with Debt
Financing--No Limitation on Debt." If the Board of Directors (or, in the case of
certain Joint Ventures in which the Company does not act as managing general
partner, an Outside Partner) determines that additional funding is required, the
Company or the Joint Ventures may raise such funds through additional equity
offerings, debt financing or retention of cash flow (subject to provisions in
the the Internal Revenue Code of 1986, as amended (the "Code") concerning
taxability of undistributed income), or a combination of these methods. See
"Policies and Objectives with Respect to Certain Activities-- Financing."

FEDERAL INCOME TAX CONSIDERATIONS AND
TAX STATUS OF THE COMPANY

The Company elected to be taxed as a REIT under the Code, commencing with
its taxable year ending December 31, 1994, and the Company intends to continue
to operate in such a manner. If the Company continues to qualify for taxation as
a REIT, the Company generally will not be taxed at the corporate level so long
as it distributes to its shareholders 95% of its taxable income currently. REITs
are subject to numerous technical organizational and operational requirements.
If the Company fails to qualify for taxation as a REIT in any taxable year, the
Company generally will be subject to Federal income tax (including any
applicable alternative minimum tax) on its taxable income at regular corporate
rates. See "Risk Factors--Adverse Consequences of Failure to Qualify as a REIT."
Even if the Company continues to qualify for taxation as a REIT, the Company
could be subject to certain state and local taxes on its income and property and
Federal and state income and excise taxes on its undistributed income and
undistributed net capital gains in accordance with the Code and applicable state
law. See "Federal Income Tax

17
<PAGE>
Considerations." In addition, the Company may be subject to certain other taxes
if it engages in transactions which are prohibited transactions under the Code.

THE OFFERING

All of the Shares offered hereby are being offered by the Company.

<TABLE>
<S> <C>
Shares of Common Stock offered.... shares(1)

Shares of Common Stock outstanding
After the Offering.............. shares(1)

Use of proceeds................... The Garden State Plaza Loan, purchase of the Westfield
Holdings Warrants, repayment of debt, general corporate
purposes including working capital and potential
acquisitions

Proposed NYSE symbol.............. "WEA"
</TABLE>

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

(1) Does not include shares of Common Stock that may be issued upon the
exercise of the Underwriters' over-allotment option; however does include
shares issued upon the exercise of the WAT Warrant.

DISTRIBUTIONS

The Company intends to continue to pay regular quarterly distributions to
the holders of its Common Stock. Since Westfield Holdings's acquisition of an
interest in the Company in 1994, the Company has made regular quarterly
distributions on its Common Stock. Since the Recapitalization, a portion of such
distributions has been paid to WAT. WAT has a stated distribution policy (unless
the manager of WAT determines otherwise), to pay to its unitholders the greater
of amounts available for distribution (as computed under Australian accounting
procedures) and its net taxable income. Amounts available for distribution for
an Australian unit trust such as WAT are substantially equivalent to the
Company's calculation of Funds from Operations.

As a result, in order to endeavor to satisfy WAT's distribution policy, the
Company intends to continue to distribute to its shareholders approximately 100%
of its Funds from Operations. For the six-month period ended December 31, 1996,
the Company paid a dividend of $.733 per share to its shareholders. It is
estimated that approximately 35% of the distribution to the Company's
shareholders will represent a return of capital for tax purposes. Because
distributions will be based on Funds from Operations and the Company's business
is seasonal in nature, it is expected that the amount of distributions will vary
from quarter to quarter. The expected size of the distributions may not allow
the Company, using only cash flow from operations, to fund 100% of (i) the
tenant allowances associated with renewal or replacement of current tenants as
their leases expire and (ii) the retirement all of its debt when due, and
therefore, the Company will be required to seek periodic debt or equity
financings to cover such items. See "Policies and Objectives with Respect to
Certain Activities--Financing."

The Company plans to adopt a dividend reinvestment plan under which its
shareholders may elect to reinvest all or part their distributions automatically
in additional shares of Common Stock. Any such dividend reinvestment plan will
not adversely affect the Company's ability to qualify as a REIT for Federal
income tax purposes. The Company understands that WAT plans to adopt a similar
plan for its unitholders.

18
<PAGE>
considered as an alternative to net income (determined in accordance with GAAP)
as a measure of the Company's financial performance or to cash flow from
operating activities (determined in accordance with GAAP) as a measure of the
Company's liquidity, nor is it indicative of funds available to fund the
Company's cash needs, including its ability to make distributions.

Notwithstanding the foregoing, all distributions will be at the discretion
of the Board of Directors and will depend on the actual Funds from Operations,
the Company's financial condition, the annual distribution requirements under
the REIT Requirements and such other factors as the Board of Directors deems
relevant and will be subject to the prior payment of preferred stock dividends.
See "Risk Factors-- Dividends to Shareholders; Potential Requirement to Borrow."

Prior to the closing of the Offering, the Company anticipates that the Board
of Directors will declare a dividend for the shareholders of record with respect
to a portion of the Funds from Operations for the second quarter of 1997 such
that the holders of the Common Stock and Preferred Shares as of the day
immediately preceeding the closing of the Offering will receive a pro-rata
portion of the Funds from Operation for the second quarter of 1997 based on the
number of days between and including April 1, 1997 and the day immediately
preceding the closing of the Offering. In addition, the Company anticipates that
the Board of Directors will declare a dividend for the period from the closing
of the Offering to June 30, 1997.

19
<PAGE>
SUMMARY FINANCIAL DATA

The following table sets forth historical and pro forma consolidated
financial data for the Company and should be read in conjunction with the
Consolidated Financial Statements of CenterMark Properties, Inc. and the Notes
thereto, the Pro Forma Condensed Consolidated Financial Statements of the
Company and the Notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." The Company believes that the
book value of its real estate assets, which reflect the historical costs of such
real estate assets less accumulated depreciation, is not indicative of the
current market value of its properties.

The results for 1994 are not comparable to prior years because of the
acquisition of the Company in February 1994. The results for 1996 are not
comparable to prior years because of the Recapitalization, the acquisition of
the Acquired Properties and the consolidation of the Mission Valley Partnership.

Pro Forma operating information is presented as if the consummation of the
Offering and Recapitalization had occurred as of January 1, 1996, and therefore
incorporates certain assumptions that are described in the Notes to the Pro
Forma Condensed Consolidated Statements of Income. The Pro Forma balance sheet
data is presented as if the Offering and the Recapitalization had occurred on
December 31, 1996.

The Pro Forma information does not purport to represent what the Company's
financial position or results of operations would actually have been if these
transactions had, in fact, occurred on such date or at the beginning of the
periods indicated, or to project the Company's financial position or results of
operations at any future date or for any future period.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------
PRO FORMA
1996 1996 1995 1994 1993 1992
----------- --------- --------- --------- --------- ---------
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Total revenue.................................................. $ 183,352 $ 156,089 $ 111,327 $ 112,225 $ 105,237 $ 102,545
Operating income before interest, depreciation and
amortization, income taxes and other income (loss)........... 118,856 102,786 74,478 68,750 53,506 48,616
Interest expense, net.......................................... 36,998 40,233 27,916 24,637 7,160 24,652
Depreciation and amortization.................................. 43,131 38,033 28,864 28,502 29,011 22,650
----------- --------- --------- --------- --------- ---------
Income before other income and income taxes................ 38,727 24,520 17,698 15,611 17,335 1,314
Equity in net income (loss) of unconsolidated real estate
partnerships................................................. 3,063 3,063 3,359 (2,537) (3,177) (76)
Interest and other income...................................... 14,009 776 789 2,170 2,996 4,191
Gains on sales of properties and partnership interests......... -- -- -- -- 2,566 23,428
----------- --------- --------- --------- --------- ---------
Income before income taxes and minority interest........... 55,799 28,359 21,846 15,244 19,720 28,857
Income taxes................................................... -- -- -- -- (13,819) (11,231)
Minority interest in consolidated real estate partnership...... (1,063) (1,063) -- -- -- --
----------- --------- --------- --------- --------- ---------
Net income................................................. $ 54,736 $ 27,296 $ 21,846 $ 15,244 $ 5,901 $ 17,626
----------- --------- --------- --------- --------- ---------
----------- --------- --------- --------- --------- ---------
OTHER DATA:
EBITDA (1)..................................................... $ 156,255 $ 126,952 $ 102,199 $ 92,220 $ 77,866 $ 71,117
Funds from Operations (2)...................................... $ 109,168 $ 76,630 $ 64,293 $ 58,006 $ 60,472 $ 37,974
BALANCE SHEET DATA (AT END OF PERIOD):
Investment in real estate, net................................. $1,455,434 $1,310,434 $ 829,484 $ 848,692 $ 884,392 $ 851,168
Total assets................................................... $1,519,909 $1,344,570 $ 844,706 $ 882,667 $ 944,490 $ 951,678
Mortgages and notes payable.................................... $ 575,964 $ 770,625 $ 426,781 $ 420,397 $ 38,205 $ 317,857
Minority interest.............................................. $ 54 $ 54 -- -- -- --
Shareholders' equity........................................... $ 888,530 $ 518,530 $ 380,419 $ 430,782 $ 669,967 $ 393,466
</TABLE>

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

(1) EBITDA represents the Company's share of operating income before interest
taxes, depreciation and amortization. While EBITDA should not be construed
as a substitute for income from operations, net income (loss) or cash flows
from operating activities in analyzing the Company's operating performance,
financial position or cash flows, the Company has included EBITDA data
because it is commonly used by certain investors and analysis to analyze and
compare companies on the basis of operating performance, leverage or
liquidity or to determine a company's ability to service debt.

(2) The Company computes Funds from Operations in accordance with standards
established by the White Paper on Funds from Operations approved by the
Board of Governors of NAREIT in March 1995 which defines Funds from
Operations as net income (loss) (computed in accordance with GAAP),
excluding gains (or losses) from debt restructuring and sales of property,
plus real estate related depreciation and amortization and after adjustments
for unconsolidated partnerships and joint ventures. Additionally, the
Company subtracts the portion of the management fee which pertains to
leasing commissions which are capitalized in accordance with GAAP. Funds
from Operations should not be considered as an alternative to net income
(determined in accordance with GAAP) as a measure of the Company's financial
performance or to cash flow from operating activities (determined in
accordance with GAAP) as a measure of the Company's liquidity, nor is it
indicative of funds available to fund the Company's cash needs, including
its ability to make distributions.

20
<PAGE>
RISK FACTORS

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING INFORMATION IN
CONJUNCTION WITH THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE
PURCHASING SHARES IN THE OFFERING.

RISKS GENERALLY INHERENT IN REAL ESTATE INVESTMENT

GENERAL FACTORS AFFECTING INVESTMENTS IN REAL ESTATE;
EFFECT OF ECONOMIC AND REAL ESTATE CONDITIONS

A shopping center's revenues and value may be adversely affected by a number
of factors, including but not limited to: the national economic climate; the
regional economic climate (which may be adversely affected by plant closings,
industry slowdowns and other factors); local real estate conditions (such as an
oversupply of retail space); perceptions by retailers or shoppers of the safety,
convenience and attractiveness of the shopping center, trends in the retail
industry, competition for tenants, changes in market rental rates, the inability
to collect rent due to bankruptcy or insolvency of tenants or otherwise, the
need periodically to renovate, repair and relet space and the costs thereof, the
ability of an owner to provide adequate maintenance and insurance, increased
operating costs, and the willingness and ability of the property's owner to
provide capable management and adequate maintenance. In addition, other factors
may adversely affect a shopping center's value without affecting its current
revenues, including: changes in governmental regulations, zoning or tax laws;
potential environmental or other legal liabilities; and changes in interest rate
levels.

GEOGRAPHIC CONCENTRATION

Nine of the 22 Centers are located in California, four are located in
Missouri and four are located in Connecticut. To the extent that general
economic or other relevant conditions in these regions decline and result in a
decrease in consumer demand in these regions, the Company's performance may be
adversely affected. The markets for certain Centers are also significantly
dependent on the financial results of major local employers and on industry
concentrations.

LIQUIDITY OF ASSETS

Equity real estate investments are relatively illiquid and therefore tend to
limit the ability of the Company to vary its portfolio promptly in response to
changes in economic or other conditions. Additionally, the corporate level tax
that would be imposed upon certain built-in gains may make it uneconomical for
the Company or the applicable subsidiary to sell certain assets owned on the
first day of the first taxable year for which the Company or the applicable
subsidiary qualified as a REIT within 10 years of such applicable qualification
date, without adversely affecting returns to shareholders. See "--Possible
Taxation on Capital Gains" and "Federal Income Tax Considerations--Taxation of
the Company."

RISKS OF EXPANSION, REDEVELOPMENT AND ACQUISITION ACTIVITIES

The Company may incur risks in connection with the redevelopment and
expansion of existing shopping centers or the redevelopment of new and existing
shopping centers. These risks include the risk that redevelopment opportunities
explored by the Company may be abandoned after funds have been expended; the
risk that permits or approvals required for such development may not be
obtained; the risk that construction costs of a project may exceed original
estimates, possibly making the project uneconomical; the risk that redevelopment
may temporarily disrupt income; and the risk that occupancy rates and rents at a
completed project will not be sufficient to make the project profitable. In case
of an unsuccessful expansion or redevelopment project, the Company's loss could
exceed its investment in the project. Also, there may be competitors seeking to
expand properties or to acquire properties for redevelopment, some of which may
have greater resources than the Company. See "The Company--Company's Strategy
for Operations and Growth--Redevelopment, Repositioning and Expansion Potential
and Implementation" and "The Company--The Company's Strategy for Operations and
Growth--Acquisition of New Centers."

21
<PAGE>
RELIANCE ON CERTAIN TENANTS AND ANCHORS

The Company's income and Funds from Operations could be adversely affected
in the event of the bankruptcy or insolvency, or a downturn in the business, of
any Anchor tenant or Anchor-owned store, or if any Anchor tenant does not renew
its lease when it expires. If the tenant sales in the Centers were to decline,
tenants might be unable to pay their rent or other occupancy costs. In the event
of default by a tenant, delays and costs in enforcing the lessor's rights could
be experienced. In addition, lease termination by one or more Anchor tenants of
a shopping center or the closing of one or more Anchor-owned stores whose
reciprocal easement agreements or leases may permit closing could result in
lease terminations or reductions in rent by other tenants whose leases may
permit cancellation or rent reduction in those circumstances and adversely
affect the Company's ability to re-lease the space that is vacated. Similarly,
the leases of certain Anchor tenants, and the reciprocal easement agreements to
which certain of the Anchor-owned stores are parties, permit an Anchor to
transfer its interest in a shopping center to another retailer, often only after
the expiration of an initial period. The transfer to a new Anchor tenant could
adversely affect customer traffic in the Center and thereby reduce the income
generated by that Center and could also allow certain other Anchors and other
tenants to make reduced rental payments or to terminate their leases at the
center. Each of these developments could adversely affect the Company's Funds
from Operations and its ability to make expected distributions to shareholders.

As of December 31, 1996, Anchors owned (in fee or subject to ground leases)
49.7% and leased 10.2% of the Total GLA of the Centers. As of the same date, the
May Company owned 17.0%, J.C. Penney owned 9.9% and Sears owned 8.1% of the
Total GLA. No other Anchor owned more than 4.1% of the Total GLA. Also, as of
such date, Macy's leased 2.8% of Total GLA and no other Anchor leased more than
2.7% of Total GLA. Also as of such date J.C. Penney represented 1.1% of the
aggregate annualized base rent of the Centers and no other Anchor represented
more than 1.1% of the aggregate annualized base rent of the Centers.

Collectively, tenants whose parent company is The Limited Stores occupy over
10% of the Mall GLA. These tenants include Abercrombie & Fitch, Bath & Body
Works, Express, Lane Bryant, Lerner, The Limited, Structure and Victoria's
Secret, among others. While each of these tenants is operated as an independent
subsidiary, an unexpected negative change in the financial strength of the
parent company, The Limited Stores, could conceivably result in the loss of some
or all of the revenues provided to the Company under the leases executed with
these tenants.

In addition to being an Anchor at many of the Centers, the May Company is
the lessee under financing leases of the May Properties. A negative change in
the financial condition of the May Company could result in the loss of some or
all of the revenues provided to the Company under the May Properties.

RISKS OF TENANT BANKRUPTCY

Because virtually all of the Company's income consists of rental income paid
by retail tenants at the Centers, the Company's cash flow and its ability to
make distributions to shareholders will be adversely affected if the Company is
unable to lease a significant amount of space in the Centers, or if a
significant number of tenants are unable to pay their rent. In times of
recession or other economic downturn, there is an increased risk that retail
tenants will be unable to meet their obligations to the Company, otherwise
default under their leases, or become debtors in cases under the Bankruptcy
Code. If any tenant becomes a debtor in a case under the Bankruptcy Code, the
Company would not be permitted to evict the tenant solely because of its
bankruptcy, but the bankruptcy court could authorize the tenant to reject and
terminate its lease with the Company. The Company's claim against such a tenant
for unpaid, future rent would be subject to a statutory cap that could be
substantially less than the remaining rent actually owned under the lease. In
any event, the Company's claim for unpaid rent (as capped) would likely not be
paid in full.

The bankruptcy of an Anchor could have especially adverse consequences for a
Center, both by depriving the Company of the rent due from the Anchor and by
reducing foot traffic at the Center,

22
<PAGE>
impairing the performance of the remaining tenants and their ability to meet
their obligations to the Company.

The bankruptcy of any tenant, including any Anchor, and the rejection of its
lease may provide a Center with an opportunity to lease the vacant space to
another more desirable tenant on better terms, but there can be no assurance
that the Company would be able to do so.

LACK OF UPDATED TITLE INSURANCE

The Company will not obtain new policies of title insurance on the
Properties. Based upon (i) the Company's review of the existing owner's and/or
mortgagee's title insurance policies, which have been issued with respect to 12
of the Properties within the last six years, (ii) updated title reports obtained
by the Company for certain of the Properties, and (iii) the absence of any
knowledge by the Company of material title defects since Westfield Holdings
acquired an interest in the Company, the Company has determined that the
substantial cost of new owner's title insurance policies for the full market
value of these properties is not warranted.

CHANGES IN LAWS AFFECTING REAL ESTATE

Costs resulting from changes in real estate tax laws or real estate tax
rates generally are passed through to tenants and therefore should not affect
the Company. Changes in laws increasing the potential liability for
environmental conditions existing at properties, increasing the restrictions on
discharges or other hazardous waste conditions, or increasing building code or
similar local law requirements may result in significant unanticipated
expenditures which would adversely affect the Company's Funds from Operations
and its ability to make distributions to shareholders.

LAWS BENEFITTING DISABLED PERSONS

A number of Federal, state and local laws (including the Americans with
Disabilities Act of 1990) and regulations exist that may require modifications
to existing buildings or restrict certain renovations by requiring improved
access to such buildings by disabled persons. Additional legislation or
regulations may impose further burdens or restrictions on owners with respect to
improved access by disabled persons. The costs of compliance with such laws and
regulations may be substantial, and limits or restrictions on completion of
certain renovations may limit implementation of the Company's investment
strategy in certain instances or reduce overall returns on its investments. The
Company will review its properties periodically to determine the level of
compliance and, if necessary, take appropriate action to bring such properties
into compliance. Although management has concluded based on its review to date
that the costs of compliance with such current laws and regulations will not
have a material adverse effect on the Company, no assurance can be given in this
regard.

COMPETITION

All of the Centers are located in developed retail and commercial areas.
With respect to certain of the Centers, other malls or neighborhood and
community shopping centers, may compete within the Primary Trade Area of each of
the Centers. The amount of rentable space in the relevant Primary Trade Area,
the quality of facilities and the nature of stores at such competing malls could
each have a material adverse effect on the Company's ability to lease space and
on the level of rents the Company can obtain. In addition, retailers at the
Centers face increasing competition from other forms of retailing, such as
discount shopping centers, outlet malls, catalogues, discount shopping clubs and
telemarketing. Other development companies, including other REITs, compete for
super regional and regional shopping centers. See "Business and Properties--The
Shopping Center Business."

Although the Company believes the Centers compete effectively within their
trade areas, the Company must also compete with other owners, managers and
developers of super regional and regional shopping centers. Those competitors
that are not REITs may be at an advantage to the extent they can utilize working
capital to finance projects, while the Company (and its competitors that are
REITs) will be

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required by the annual distribution provisions under the Code to distribute
significant amounts of cash from operations to its shareholders. In addition,
the Company intends to distribute more cash to its shareholders than is required
by the Code because of WAT's distribution policies. See "Distributions." If the
Company should require funds, it may have to borrow when the cost of capital is
high. Moreover, increased competition could adversely affect the Company's
revenues and Funds from Operations. See "Business and Properties--Competition."

POSSIBLE CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS

INFLUENCE OF WAT AND WESTFIELD HOLDINGS

Upon consummation of the Offering, WAT will own % and %, and Westfield
Holdings will own % and %, of the outstanding Common Stock on a
fully-diluted and non-fully diluted basis, respectively, of the Company.
Westfield Holdings will also hold approximately % of the outstanding units of
WAT. No Individual (other than Frank P. Lowy and the members of his family) may
directly or indirectly hold more than % of the capital stock and no direct
shareholder (other than Westfield Holdings, WAT and ABP) may own more than %
of the capital stock. In addition, WAT is managed by Westfield America
Management Limited ("WAM"), a subsidiary of Westfield Holdings Limited. The WAT
Trustee generally exercises all of the voting rights over the shares of Common
Stock as directed by WAM, subject to applicable Australian law and certain other
exceptions including an exception in relation to the designation and election of
directors of the Company as set forth below. See "Principal Shareholders." The
WAT Trustee may only vote shares for the election of directors as directed by a
majority of the WAT unitholders voting on the matter at a meeting of
unitholders. By virtue of WAT's ownership of more than 50% of the Common Stock,
WAT is in a position to elect all of the directors of the Company and exercise
significant influence on the Company. The Company is also managed and advised by
Westfield Holdings. As of December 31, 1996, interests associated with the Lowy
family owned approximately 45% of the ordinary shares of Westfield Holdings
Limited and 9% of the outstanding WAT units and members of the Lowy family act
as officers and directors of Westfield Holdings, the manager of WAT and the
Company. By virtue of their ownership interests in Westfield Holdings Limited
and WAT and their positions as officers and directors, the Lowy family is in a
position to exercise significant influence on Westfield Holdings, WAT and the
Company.

CONFLICTS OF INTEREST

By virtue of the contractual relationship between Westfield Holdings and the
Company with respect to management, development and advisory services and its
substantial Common Stock ownership of the Company, Westfield Holdings has
interests that may conflict with the interests of persons acquiring Shares in
the Offering. Both WAT, by virtue of its stock ownership of the Company, and
Westfield Holdings, by virtue of its ownership of Common Stock, units of WAT and
management of WAT and the Company, are in a position to exercise significant
influence over the affairs of the Company, which influence might not be
consistent with the interests of other shareholders. Certain officers and/or
directors of Westfield Holdings also act as officers and/or directors of the
Company. A subsidiary of Westfield Holdings Limited is also the manager of WAT
and certain officers and/or directors of such subsidiary are also directors
and/or officers of the Company. In addition, all of the executive officers of
the Company are employed by and provide services to Westfield Holdings and other
properties managed by Westfield Holdings. All of the executive officers, other
than Frank P. Lowy, currently devote substantially all of their time to the
business and affairs of the Company. The Company anticipates that such officers
will continue to devote substantially all of their time to the business and
affairs of the Company. However, as a result of services performed for Westfield
Holdings and other properties managed by Westfield Holdings, there may be
periods of time during which a particular officer devotes less than
substantially all, or less than a majority, of his or her time to the business
and affairs of the Company. Westfield Holdings will agree that, during the
period in which it is the Manager of the Centers and Advisor to the Company, it
will not acquire any ownership interest in shopping center properties or power
centers in the United States or manage or develop a shopping center property in
competition with a Center owned by the Company, except in the case of the

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acquisition by Westfield Holdings of an entity that is then managing or
developing a competitive center. Each of Frank Lowy, David Lowy, Peter Lowy and
Steven Lowy will agree with the Company that he will not acquire any ownership
interest in shopping center properties or power centers in the United States for
so long as (i) Westfield Holdings is the Advisor to the Company and the Manager
of the Centers, and (ii) interests associated with the Lowy family have
significant ownership and significant management involvement in Westfield
Holdings Limited. The terms of these agreements are summarized in "Advisory,
Management and Development Services to the Company." See "Principal
Shareholders," "Certain Transactions--Relationships and Transactions with
Westfield Holdings" and "Certain Transactions-- Relationships and Transactions
with WAT."

RELIANCE ON WESTFIELD HOLDINGS; LACK OF CONTROL OVER
DAY-TO-DAY ACTIVITIES OF OUTSIDE MANAGEMENT

Subsidiaries of Westfield Holdings Limited have management contracts (the
"Management Agreements") to manage the operations and leasing of the Centers and
an advisory agreement (the "Advisory Agreement") with the Company to provide
corporate strategic planning, administrative and other asset management services
to the Company. The Company has also entered into a master development framework
agreement (the "Master Development Framework Agreement") with a subsidiary of
Westfield Holdings Limited to perform the necessary planning and predevelopment
work to determine if a particular development is feasible and economically
viable and to provide the development services. The Company has agreed that any
properties acquired in the future that it controls will be subject to the
Management Agreements and Master Development Framework Agreement. The Company
has no employees and relies entirely on Westfield Holdings for the management of
the Company and the Centers.

Because the Company cannot elect the directors of the Manager, the Advisor
or the Developer, its ability to control their actions on a day to day basis is
limited. However, the Company does have various approval rights over aspects of
management and development including that the Manager must operate within
budgets and leasing guidelines approved by the Company and in accordance with
policies set by the Company and that all development projects are subject to the
Company's approval of the plans and feasibility for such project and the cost
thereof. In addition, the Company generally has the ability to terminate the
agreements after the initial term upon certain conditions, including a
determination by at least 75% of the Independent Directors and the WAT Trustee
not to renew the Management or Advisory Agreements because of unsatisfactory
performance of the Manager or the Advisor that is materially detrimental to the
Company.

The terms, agreements and understandings relating to these transactions were
negotiated by the Company and Westfield Holdings. The Company believes that,
although these agreements were negotiated between associated parties, they
reflect market terms. The Company has discretion as to whether or not to
undertake a development project. The fees payable by the Company under the
Master Development Framework Agreement are subject to the review and approval of
the Board of Directors, including a majority of the Independent Directors.

For further details, see "Advisory, Management and Development Services to
the Company."

CONFLICTS OF INTEREST WITH OUTSIDE PARTNERS IN JOINTLY OWNED
CENTERS AND LIMITED CONTROL WITH RESPECT TO CERTAIN ACTIVITIES

Eight of the Centers (and certain other properties) are owned by Joint
Ventures consisting of the Company and one or more Outside Partners who own
interests from 24% to 70% of the Joint Ventures. Although the Company owns less
than a 50% interest in four of the Centers, three are managed by Westfield
Holdings. In addition, the Company is a limited partner in the Joint Venture
which owns North County Fair, and is one of two general partners in four Joint
Ventures (Annapolis Mall, Meriden Square, Topanga Plaza and Vancouver Mall) and,
therefore, has limited control regarding the operation and management of the
Centers owned by such Joint Ventures. With respect to partnerships for which the
Company serves as general partner, the Company may have certain fiduciary
responsibilities to other partners in those partnerships which it will need to
consider when making decisions that affect those

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<PAGE>
properties owned by such Joint Ventures. As a result, potential conflicts and
other problems, certain of which are summarized below, could arise as a
consequence of these ownership arrangements.

The sale or transfer of interests in some of the Joint Ventures is subject
to buy-sell provisions or rights of first refusal or first offer. A right of
first refusal generally requires a partner desiring to sell its interests to a
third party to offer the interest first to the other partner on the same terms
and conditions offered by the third party. A right of first offer generally
requires a partner that does not yet have a third-party offer (but that desires
to sell its interest) to first offer the partnership interest to the other
partner for a specified price. If the other partner declines to purchase, the
offering partner may then attempt to sell its interest to a third party on terms
not materially less favorable to the offering partner than those offered to its
partner. A buy-sell provision generally allows either partner to initiate a
process that will result in one of the partners purchasing the other partner's
interest. The initiating partner specifies the price at which it would be
willing to sell its interest or purchase its partner's interest, and the other
partner elects whether to sell or buy at the specified price. These provisions
and rights may work to the advantage or disadvantage of the Company because,
among other things, they may provide an opportunity to acquire the interests of
the Outside Partners on advantageous terms or require the Company to make
decisions as to the purchase or sale of interests in a Joint Venture at a time
when the Company may not desire to sell but may be forced to do so because it
does not have the cash to purchase the other party's interest.

In addition, the consent of each Outside Partner could be required with
respect to certain major transactions, such as refinancing, encumbering,
expanding or selling a Property and with respect to a Joint Venture's
distribution policies. The interest of the Outside Partners and those of the
Company are not necessarily aligned in connection with the resolution of such
issues. Accordingly, the Company may not be able to resolve any such issue
favorably, or the Company may have to provide financial or other inducement to
the Outside Partner to obtain such a resolution. These limitations may result in
decisions by third parties with respect to such Properties that do not fully
reflect the interests of the Company at such time, including decisions relating
to the requirements with which the Company must comply in order to maintain its
status as a REIT for tax purposes. The Company will be contractually restricted
from selling certain of these Properties after the closing of the Offering
without the consent of unrelated parties. These limitations on sale may
adversely affect the Company's ability to sell these Properties at the most
advantageous time for the Company.

For a more detailed description of the Joint Ventures, see "Business and
Properties--The Centers."

BANKRUPTCY OF OUTSIDE PARTNERS

The bankruptcy of an Outside Partner could adversely affect the operation of
any Property in which the Outside Partner held an interest. Under the Bankruptcy
Code, any action by the debtor that is not in the ordinary course of its
business requires bankruptcy court approval, which in turn generally requires
prior notice to the debtor's creditors and a hearing in court. Thus, any action
that requires approval of an Outside Partner in bankruptcy and is arguably not
an "ordinary course" matter may be subject to delay and uncertainty while the
Outside Partner seeks bankruptcy court approval. There can be no assurance that
such approval would be obtained, particularly in cases in which the interests of
the Outside Partner and the Company may conflict, or where additional funding
from the Outside Partner is required. If a Joint Venture has incurred recourse
obligations, the discharge in bankruptcy of an Outside Partner might result in
the ultimate liability of the Company for a greater portion of such obligations
than it would otherwise bear. In addition, even if the Outside Partner (or its
estate) was not completely relieved of liability for such obligations, the
Company might be required to satisfy such obligations and then rely upon a claim
against the Outside Partner's estate for reimbursement.

LACK OF INDEPENDENT VALUATION OF THE COMPANY

No appraisals, independent valuation or fairness opinions from a financial
point of view of the Properties have been used by the Company in connection with
the Offering. Furthermore, the valuation of the Company is not based upon the
historical cost of assets or the current market value thereof.

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Accordingly, the aggregate price of the Common Stock may exceed the aggregate
fair market value of the Properties.

EFFECT OF UNINSURED LOSS ON PROFITABILITY

The Company's subsidiaries, the Joint Ventures and the Company carry
comprehensive liability, fire, extended coverage and rental loss insurance
covering the Properties, with policy specifications and insured limits
customarily carried for similar properties. There are, however, certain types of
losses (such as from wars, floods and earthquakes) that are generally either not
insured, not insured at full replacement cost or insured subject to larger
deductibles. Should an uninsured loss or a loss in excess of insured limits
occur, some or all of the capital invested in the Property, as well as the
anticipated future revenues from the Property, could be lost, while the Property
owner remains obligated for any mortgage indebtedness or other financial
obligations related to the Property. Any such loss could materially adversely
affect the Company. Moreover, wherever the Company is a general partner of the
Joint Venture, the Company will generally be liable for any unsatisfied
obligations of such Joint Ventures other than nonrecourse obligations. The
Company believes that the Properties are adequately insured in accordance with
industry standards. Many of the Properties are located in areas where the risk
of earthquakes is greater than in other parts of the country, including nine
Centers in California. The Company currently carries earthquake insurance on all
Centers managed by Westfield Holdings. Such policies are subject to a deductible
equal to 5% of the total insured value of each Center managed by Westfield
Holdings and a combined annual aggregate loss limit of $100 million on the
Centers.

LIMITATIONS ON ACQUISITIONS AND CHANGE IN CONTROL

There are limitations on the ability of the shareholders of the Company to
change control of the Company due to the significant ownership by Westfield
Holdings and WAT of the outstanding Common Stock and restrictions on direct or
indirect ownership of more than % by an Individual (other than Frank P. Lowy
and the members of his family) of the Company's outstanding shares of capital
stock and direct ownership of more than % (other than Westfield Holdings, WAT
and ABP) of the Company's outstanding shares of capital stock (collectively, the
"Ownership Limit").

The ownership limit, the substantial influence of WAT and Westfield Holdings
and certain other provisions of the Company's Amended and Restated Articles of
Incorporation (the "Articles") and Amended and Restated By-Laws (the "By-Laws")
and of Missouri law, may discourage a change in control of the Company and may
also (i) deter tender offers for the Common Stock which offers may be
advantageous to holders of the shares and (ii) limit the opportunities of
holders of the Common Stock to receive a premium for their shares that might
otherwise exist if an investor were attempting to assemble a block of shares or
otherwise effect a change of control of the Company. These provisions include,
among others, (i) a classified Board of Directors, (ii) the availability of
capital stock for issuance from time to time at the discretion of the Board of
Directors, (iii) inability of shareholders to take action by written consent,
(iv) prohibitions against shareholders calling a special meeting of
shareholders, (v) requirements for advance notice for raising of business or
making nominations at shareholders' meetings and (vi) additional requirements
for business combination transactions. See "Certain Provisions of the Company's
Articles of Incorporation and By-Laws and of Missouri Law."

POSSIBLE ENVIRONMENTAL LIABILITIES

Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
liable for the costs of releases, including removal or remediation, of hazardous
or toxic materials on, under, in, or from such property. Such laws often impose
liability whether or not the owner or operator knew of, or was responsible for,
the presence or release of such hazardous or toxic materials. The presence of
hazardous or toxic materials, or the failure to remediate such property
properly, may adversely affect the owner's ability to sell such property or to
borrow using such property as collateral, and may cause the property owner to
incur substantial cleanup costs. Persons who arrange for the disposal or
treatment of hazardous or toxic materials may also be liable for the costs of
removal or remediation at the disposal or treatment facility to which such
materials were sent. Certain

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<PAGE>
other laws regulate the management of, and may impose liability for, personal
injuries associated with exposure to asbestos-containing materials or other
regulated materials. In addition, if any of the Centers undergoes renovation or
demolition in the future, the Company may incur substantial costs for the
removal and disposal of such materials.

In connection with its ownership and operation of its currently and
formerly-owned properties, the Company and the Joint Ventures may be potentially
liable for removal or remediation costs, as well as certain other costs,
including governmental fines and costs related to injuries to persons and
property, resulting from environmental conditions at such properties. An
independent consultant has reviewed certain existing environmental reports
(including some "Phase I" site assessments, most of which are several years old
and were prepared for others) to identify environmental conditions at many of
the Centers and certain of the formerly-owned properties. In some instances, the
Company has commissioned additional or follow-up investigations. There can be no
assurance, however, that circumstances have not changed since the investigations
were completed, that they reveal all potential environmental liabilities and
obligations or are accurate, or that prior owners or operators of the properties
have not created a potential environmental liability unknown to the Company. On
the basis of the foregoing investigations, the Company believes that many of the
Centers and properties formerly owned by the Company contain or historically
contained petroleum storage tanks and included automobile service operations,
and that such operations have, or may have, resulted in soil or groundwater
contamination. Further, the Company is aware of asbestos containing materials in
each of the Centers and in at least some of the formerly owned properties.

Although there can be no assurances, the Company does not believe that
environmental conditions at any of the Properties will have a material adverse
effect on the Company's business, financial condition or results of operations.
There can be no assurance that environmental laws and regulations will not
become more stringent in the future or that the environmental conditions on or
near the Properties, presently known or unknown, will not have a material
adverse effect on individual Properties or the Company in the future. See
"Business and Properties--Environmental Matters."

RISKS ASSOCIATED WITH DEBT FINANCING

POSSIBLE INABILITY TO REFINANCE BALLOON PAYMENTS ON DEBT

The Company does not expect to have sufficient Funds from Operations to be
able to make all of the balloon payments of principal on rate debt of Joint
Ventures and the Company in the aggregate principal amount of $586.1 million on
a pro forma basis as of December 31, 1996, after giving effect to the Offering
and the application of the proceeds as set forth in "Use of Proceeds" (including
amounts allocable to the Outside Partners) which becomes due in the period 1999
through 2001. The Company intends to refinance such debt at or before maturity
or otherwise to obtain funds through secured financings by utilizing
unencumbered properties or other real estate assets or unsecured financings. The
Company may also issue equity or debt in order to obtain funds. However, there
can be no assurance that the Company or the Outside Partners will be able to
refinance any such indebtedness or to otherwise obtain funds on commercially
reasonable terms, if at all. An inability to make such balloon payments when due
could cause a mortgage lender to foreclose on such properties, which could have
a material adverse effect on the Company. In addition, interest rates on any
debt incurred to refinance mortgage debt or debt facilities may be higher than
the rates on the current mortgages or debt facilities or at floating rates.

To hedge a portion of the Company's interest rate exposure on refinancing
such debt, on November 27, 1996, the Company completed deferred interest rate
swaps, totaling $90.0 million notional amount, pursuant to which the Company
will receive LIBOR and pay 6.125% for three years beginning February 11, 1999.
Additionally, the counterparty received an option to extend the swaps for an
additional two years exercisable on November 12, 1997.

NO LIMITATION ON DEBT

On a pro forma basis as of December 31, 1996, after giving effect to the
Offering and the application of the proceeds as set forth in "Use of Proceeds,"
the Company would have an aggregate of $576.0 million

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<PAGE>
of debt, including $354.0 million of fixed rate debt with Prudential secured by
seven wholly-owned Centers and $77.0 million of fixed rate debt secured by the
May Properties. Such indebtedness is all nonrecourse.

The Company currently intends to maintain a debt-to-Total Market
Capitalization of not more than 50%. No assurance can be given in this regard,
however, and the organizational documents of the Company do not limit the amount
or percentage of indebtedness that it may incur. On a pro forma basis as of
December 31, 1996, after giving effect to the Offering and the application of
the net proceeds as set forth in "Use of Proceeds" the debt-to-Total Market
Capitalization would have been approximately %.

The Company currently anticipates that cash from operations and its working
capital facility will be available to fund its business operations, recurring
and certain developmental capital expenditures, continuing debt service
obligations (other than the balloon payments discussed above), the payment of
dividends, accounts payable and deferred taxes in respect of installment sales
and other dispositions of property. Additional borrowings will be required for
developmental capital expenditures and may from time to time be required in
connection with the obligations described in the preceding sentence. There can
be no assurance, however, that such borrowings will be available on commercially
reasonable terms, if at all. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations-- Liquidity and Capital
Resources."

EFFECTS OF DEBT FINANCING

The Company is subject to the risks normally associated with debt financing,
including the risk that the Company's cash flow from operations will be
insufficient to meet required payments of principal and interest, the risk that
existing indebtedness will not be able to be refinanced or that the terms of
such refinancing will not be as favorable as the terms of such indebtedness, and
the risk that necessary capital expenditures for such purposes as renovations
and other improvements will not be able to be financed on favorable terms or at
all. Certain significant expenditures associated with a property (such as
mortgage payments and other indebtedness) are generally not reduced when
circumstances cause a reduction in income from such property. Should such events
occur, the Company's Funds from Operations and its ability to make expected
distributions to shareholders would be adversely affected. If a property is
mortgaged to secure payment of indebtedness and the Company is unable to meet
mortgage payments, the property could be transferred to the mortgagee (or other
third parties) with a consequent loss of income and asset value to the Company.
Certain of the mortgage indebtedness of the Company contains cross-default and
cross-collateralization features among various properties. See "Business and
Properties--Debt Summary." Under cross-default provisions, a default under the
mortgages included in the cross-defaulted loan constitutes a default under all
such mortgages and can lead to acceleration of the indebtedness due on each
center within the collateral package. Pursuant to such cross-collateralization
feature, the excess of the value of a center over the mortgage indebtedness
specific to that center serves as additional collateral for indebtedness against
each other center within that particular financing package.

With respect to one of the loans obtained by a Joint Venture, the lender
participates in a percentage of gross revenues above a specified base and after
deduction of debt service and various expenses.

ADVERSE CONSEQUENCES OF FAILURE TO QUALIFY AS A REIT

FAILURE TO QUALIFY AS A REIT

Qualification as a REIT involves the application of highly technical and
complex provisions of the Code (for which there are only limited judicial or
administrative interpretations) and the determination of various factual matters
and circumstances not entirely within the Company's control. For example, in
order to qualify as a REIT, at least 95% of the Company's gross income in any
year must be derived from qualifying sources and the Company must make
distributions to shareholders aggregating annually to at least 95% of its REIT
taxable income (excluding net capital gains). In addition, the Company's
qualification as a REIT depends on the qualification of Westland Properties,
Inc., a subsidiary of the Company ("WPI") as a REIT. Although the Company and
WPI each believes that it has operated since February 12, 1994 in the case of
the Company and since January 1, 1996 in the case of WPI in a manner so as to
qualify as a REIT, and the Company and WPI intend to continue to operate in a
manner so as to continue to

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<PAGE>
qualify as a REIT, no assurance can be given that the Company or WPI is or will
remain so qualified. See "--Federal Income Tax Considerations." Although the
Company is not aware of any pending tax legislation that would adversely affect
the Company's or WPI's ability to operate as a REIT, no assurance can be given
that new legislation, regulations, administrative interpretations or court
decisions will not change the tax laws with respect to qualification as a REIT
or the Federal income tax consequences of such qualification.

Skadden, Arps, Slate, Meagher and Flom LLP, tax counsel to the Company, will
issue an opinion that, commencing with the Company's taxable year ended December
31, 1994, the Company was organized in conformity with the requirements for
qualification as a REIT, and its planned method of operation, and its actual
method of operation from February 12, 1994 through the date of this Prospectus,
will enable it to meet the requirements for qualification and taxation under the
Code. In addition, Skadden, Arps, Slate, Meagher and Flom LLP, as tax counsel to
WPI, will issue an opinion that, commencing with WPI's taxable year ended
December 31, 1996, WPI was organized in conformity with the requirements for
qualification as a REIT, and its planned method of operation, and its actual
method of operation from January 1, 1996 through the date of this Prospectus,
will enable it to meet the requirements for qualification and taxation under the
Code. In rendering these opinions, Skadden, Arps, Slate, Meagher & Flom LLP
relied on certain assumptions and representations, dated as of the date of the
Prospectus, by the Company and WPI and on opinions of local counsel with respect
to matters of local law. The opinions are expressed based upon facts,
representations and assumptions as of their date and Skadden, Arps, Slate,
Meagher & Flom LLP has no obligation to advise holders of Common Stock of any
subsequent change in the matters stated, represented or assumed or any
subsequent change in applicable law. No assurance can be given that the Company
or WPI has met these requirements or will continue to meet these requirements in
the future, and a legal opinion is not binding on the Internal Revenue Service
(the "IRS").

If, in any taxable year, the Company fails to qualify as a REIT, the Company
would not be allowed a deduction for distributions to shareholders in computing
taxable income and would be subject to Federal income tax on its taxable income
at corporate rates. As a result of the additional tax liability, the Company
might need to borrow funds or liquidate certain investments in order to pay the
applicable tax and the funds available for investment or distribution to the
Company's shareholders would be reduced for each of the years involved. In
addition, the Company would no longer be required by the Code to make any
distributions. Unless entitled to relief under certain statutory provisions, the
Company would also be disqualified from treatment as a REIT for the four taxable
years following the year during which qualification is lost. Although the
Company currently intends to operate in a manner designed to qualify as a REIT,
it is possible that future economic, market, legal, tax or other considerations
may cause the Company to fail to qualify as a REIT or may cause the Board of
Directors of the Company with the consent of a majority of the holders of Series
A Preferred Stock and Common Stock to revoke the REIT election. See "Certain
Federal Income Tax Considerations."

OWNERSHIP LIMIT

In order for the Company to maintain its qualification as a REIT, not more
than 50% of the value of its outstanding stock may be owned, directly or
constructively, by five or fewer individuals or entities (as set forth in the
Code and as referred to herein as "Individual"). Upon consummation of the
Offering, the Articles will prohibit, subject to certain exceptions, direct or
constructive ownership of more than % of the outstanding shares of capital
stock of the Company by any Individual (except for Frank P. Lowy and the members
of his family who are prohibited from owning, directly or indirectly, more than
% of the outstanding capital stock of the Company). The U.S. constructive
ownership rules are complex and may cause shares of capital stock owned directly
or constructively by a group of related individuals or entities to be
constructively owned by one individual or entity. The Articles authorize the
Board of Directors to permit direct ownership of up to % of the combined
total value of outstanding shares of capital stock by a particular shareholder
if the Board of Directors is satisfied, based upon the advice of U.S. tax
counsel that ownership in excess of the limit will not jeopardize the Company's
status as a REIT subject to certain exceptions. A transfer of shares to a person
who, as a result of the transfer, violates the Ownership Limit, may be void
under some circumstances or may be transferred to a trust, for the benefit of
one or more

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qualified charitable organizations designated by the Company, with the intended
transferee having only a right to share (to the extent of the transferee's
original purchase price for such shares) in proceeds from the trust's sale of
such shares. See "Federal Income Tax Considerations--Requirements for
Qualification" for additional information regarding the Ownership Limit.

POSSIBLE TAXATION ON CAPITAL GAINS

Pursuant to an election made by the Company and to be made by WPI under
Internal Revenue Service Notice 88-19 ("Notice 88-19"), if during the ten-year
period beginning on the first day (the "Qualification Date") of the first
taxable year for which each such entity qualified as a REIT (February 12, 1994
for the Company and January 1, 1996 for WPI), the Company or WPI recognizes gain
on the disposition of any property (including, any partnership interest) held by
the Company or WPI or any partnership in which the Company or WPI held an
interest as of the Qualification Date, then, to the extent of the excess of (i)
the fair market value of such property as of the Qualification Date over (ii)
the adjusted income tax basis of the Company or WPI or the partnerships in such
property as of the Qualification Date, the Company and WPI, as the case may be,
will be required to pay a corporate level Federal income tax on its share of
such gain at the highest regular corporate rate.

Additionally, the taxable portion of the distributions paid to shareholders
of an entity that is subject to such corporate level tax will be increased by
the amount that the current and accumulated earnings and profits of such entity
are increased in respect of such gain. See "Federal Income Tax Considerations"
- -- "Taxation of the Company," "--Taxation of Taxable Domestic Shareholders" and
Taxation of Foreign Shareholders." Although the Company and WPI have no present
intention to dispose of any such property in a manner that would trigger such
tax consequences, there can be no assurance that such dispositions will not
occur. Among other reasons, such dispositions could occur in the case of
properties held by the Company or WPI through partnerships and with respect to
which the Company and WPI may not have control over disposition decisions. See
"--Conflicts of Interest with Outside Partners in Jointly-Owned Centers and
Limited Control With Respect to Certain Activities."

DIVIDENDS TO SHAREHOLDERS; POTENTIAL REQUIREMENT TO BORROW

To obtain the favorable tax treatment associated with REITs qualifying under
the Code, the Company generally will be required each year to distribute to its
shareholders at least 95% of its net taxable income (excluding any net capital
gain). In addition, the Company will be subject to tax on its undistributed net
taxable income and net capital gain, and to a 4% nondeductible excise tax on the
amount, if any, by which certain distributions paid by it with respect to any
calendar year are less than the sum of 85% of its ordinary income plus 95% of
its capital gain net income for the calendar year plus certain undistributed
amounts from prior years.

The Company intends to make distributions to its shareholders to comply with
the distribution provisions of the Code and to avoid income taxes and the
nondeductible excise tax. The Company's income will consist primarily of its
share of income from the Properties. Differences in timing between the receipt
of income and the payment of expenses in arriving at taxable income of the
Company, and the effect of required debt amortization payments could require the
Company, to borrow funds on a short-term basis to meet the distribution
requirements that are necessary to achieve the tax benefits associated with
qualifying as a REIT and to avoid adverse income tax consequences even if the
Company believes that then prevailing market conditions are not generally
favorable for such borrowings or that such borrowings would not be advisable in
the absence of such income tax considerations. For Federal income tax purposes,
distributions paid to shareholders may consist of ordinary income, capital
gains, nontaxable return of capital or a combination thereof. The Company will
provide its shareholders with an annual statement indicating the tax character
of the distributions.

The Company currently intends to distribute approximately 100% of its Funds
from Operations. Distributions by the Company will be determined by the Board of
Directors in its discretion and will depend on a number of factors, including
the amount of Funds From Operations available for distribution, the Company's,
and the Joint Ventures' financial condition, any decision by the Board of
Directors to

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<PAGE>
reinvest funds rather than to distribute such funds, the actual or projected
capital expenditures relating to the Properties, the annual distribution
requirements under the REIT provisions of the Code (see "Federal Income Tax
Considerations--Requirements for Qualification--Annual Distribution
Requirements") and such other factors as the Board of Directors deems relevant.
The Company's distribution policy may be influenced by WAT's distribution
policy. No distributions may be paid on any Common Stock unless the full
dividends on the Preferred Shares have been paid. See "Distributions" and
"Description of Capital Stock." The expected size of the distributions may not
allow the Company, using only cash flow from operations, to fund 100% of (i) the
tenant allowances associated with renewal or replacement of current tenants as
their leases expire and (ii) the retirement of all of its debt when due, and
therefore, the Company may be required to seek periodic debt or equity
financings to cover such items.

The Company plans to adopt a dividend reinvestment plan under which its
shareholders may elect to reinvest their distributions automatically in
additional shares of Common Stock. Any such dividend reinvestment plan will not
adversely affect the Company's ability to qualify as a REIT for U.S. Federal
income tax purposes. The Company understands that WAT plans to adopt a similar
plan for its unitholders.

ABSENCE OF PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the shares of
Common Stock in the United States, although units of WAT (the sole asset of
which consists of its interest in the Company) are traded on the ASX.
Application will be made to list the Common Stock on the NYSE; however, no
assurance can be given that an active trading market for the Shares will develop
or be sustained after the Offering or that the Shares may be resold at or above
the initial public offering price. See "Description of Capital Stock-- Listing."
The market for equity securities can be volatile and the trading price of the
Shares could be subject to wide fluctuations in response to operating results,
news announcements, trading volume, general market trends and other factors. The
initial public offering price of the Shares was determined based on, among other
factors, prevailing market conditions in the equity securities market, the price
at which WAT units have been trading on the ASX, dividend yields, price-earnings
and price-Funds from Operations ratios of publicly traded REITS that the Company
and the underwriters believe to be comparable to the Company, an assessment of
the recent results on operations of the Company (which are based on the results
of operations of the Properties), estimates of the future prospects of the
Company, the present state of the Company's development projects, the current
state of the real estate markets in the geographic areas in which the Company
operates and the economics of the Company's principal markets as a whole. See
"Underwriting." One of the factors that may influence the price of the shares of
Common Stock in public markets will be the annual distribution rate on such
shares as compared with the yields on alternative investments. Any significant
increase in market interest rates from their current low levels could lead
holders of Common Stock to seek higher yields through other investments, which
could adversely affect the market price of the Common Stock. Moreover, numerous
other factors, such as governmental regulatory action and tax laws, as well as
the number of shares available for future sale, could have a significant impact
on the future market price of the shares of Common Stock. The public market
price for WAT units on the ASX could also affect the market price of the Common
Stock.

POSSIBLE ADVERSE EFFECTS ON STOCK PRICES ARISING FROM SHARES AVAILABLE FOR
FUTURE SALE

Upon consummation of the Offering, in addition to the shares of Common Stock
to be issued in connection with the Offering, shares of Common Stock
will be outstanding. In addition WAT will continue to hold a warrant entitling
it to purchase 6,246,096 shares of Common Stock, in whole or in part, at any
time and from time to time prior to July 1, 2016, at an exercise price of $16.01
per share, subject to adjustment in certain events. See "Certain
Transactions--Relationships and Transactions with WAT" and "Principal
Shareholders."

All of the Shares sold in the Offering will be freely tradeable by persons
other than "affiliates" of the Company without restriction under the Securities
Act, subject to the limitations on ownership set forth in the Articles. The
shares of outstanding Common Stock held by WAT, Westfield Holdings and
certain other existing shareholders, as well as shares issuable upon exercise of
the WAT Warrant, will be

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<PAGE>
"restricted" securities within the meaning of Rule 144 promulgated under the
Securities Act and may not be sold in the absence of registration under the
Securities Act or an exemption from the registration is available, including
exemptions contained in Rule 144. Certain of those shares may become eligible
for sale in the public market 90 days after the effective date of this
Registration Statement of which this Prospectus is a part, subject to compliance
with the volume limitations under Rule 144. See "Shares Available for Future
Sale." Westfield Holdings will have certain demand rights to register sales of
Common Stock 12 months after the date of closing of the Offering. See "Shares
Available for Future Sale--Registration Rights."

No prediction can be made as to the effect, if any, that future sales of
shares of Common Stock, the availability of shares of Common Stock for future
sale, or future issuances of shares including upon the exercise of the WAT
Warrant will have on the market price of the Common Stock prevailing from time
to time. Sales of substantial numbers of shares of Common Stock, or the
perception that such sales could occur, could adversely affect the prevailing
market price for the Common Stock. If such sales reduce the market price of the
Common Stock, the Company's ability to raise additional capital in the equity
markets could be adversely affected. The existence of the WAT Warrant and the
registration rights referred to above also may adversely affect the terms upon
which the Company can obtain additional equity in the future. See "Shares
Available For Future Sale" and "Underwriting."

CHANGES IN POLICY WITHOUT SHAREHOLDER APPROVAL

The major policies of the Company, including its policies with respect to
acquisitions, financing, growth, investments, debt capitalization, distributions
and operating policies, will be determined by the Board of Directors. Although
it has no current intention of doing so, the Board of Directors may amend or
rescind these and other policies from time to time without a vote of the
shareholders of the Company. Accordingly, shareholders will have no control over
changes in policies of the Company, and changes in the Company's policies may
not fully serve the interests of all shareholders.

FORWARD LOOKING STATEMENTS

This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act. Discussions containing such forward-looking
statements may be found in the material set forth under "Prospectus Summary,"
"The Company," "Capitalization," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and "Business and Properties,"
as well as within the Prospectus generally. Such statements are subject to a
number of risks and uncertainties. Actual results in the future could differ
materially from those described in the forward looking statements as a result of
the risk factors set forth above and the matters set forth in the Prospectus
generally. The Company undertakes no obligation to publicly release the result
of any revisions to these forward-looking statements that may be made to reflect
any future events or circumstances.

IMMEDIATE DILUTION

The purchasers of shares of Common Stock in the Offering will experience an
immediate dilution of $ in the net tangible book value per share from the
initial public offering price. See "Dilution."

33
<PAGE>
THE COMPANY

GENERAL

The Centers contain approximately 19.2 million square feet of Total GLA,
including 74 Anchors and approximately 2,500 Mall Stores, of which approximately
1.3 million square feet are currently under redevelopment and approximately 3.2
million square feet are planned for redevelopment over the next five years. For
the year ended December 31, 1996, the Mall Stores reported sales exceeding $1.5
billion and Anchors reported sales exceeding $2.0 billion. The Centers under
Westfield Holdings management reported average Mall Store comparable sales of
$297 psf for the same period. Mall GLA at Stabilized Centers was 92% leased as
of December 31, 1996.

The Company's goal is to increase per share Funds from Operations and
thereby maximize the long-tem value of the Company and the return to
shareholders through the following key strategies: (i) the redevelopment,
expansion and market repositioning of its current Centers, (ii) the acquisition
of additional super regional and regional centers with a view towards increasing
the value of such centers through redevelopment and repositioning, (iii) the
improvement of the operating performance of the Centers through intensive and
efficient management, cost control, leasing and marketing and (iv) the awareness
and anticipation of trends in the retailing industry and the introduction of new
retailing concepts to the Centers.

The Company has achieved substantial growth since 1994 when Westfield
Holdings began advising the Company and providing management services to its
Centers. For the Mall Stores under Westfield Holdings management (except for
Eastland Center which is under redevelopment), from 1994 to 1996, average base
rent per square foot at the Centers increased at a compound annual rate of
approximately 4.5%, sales per square foot at the Centers increased at a compound
annual rate of 6.3% and leased Mall GLA at Stablized Centers improved from 88%
leased to 92% leased. In addition, from 1994 to 1996, the Company's Funds from
Operations increased at a compound annual rate of approximately 15.2% per annum.

The management and leasing of the Company's regional shopping and power
centers is conducted by a limited partnership wholly-owned by Westfield Holdings
which receives a property management fee of 5% of all minimum, fixed and
percentage rents payable with respect to the wholly-owned Centers, with fees
payable with respect to Joint Venture Centers based on the terms of the Joint
Venture agreements (subject to a cap of 5% on the Company's share of such
payments). Westfield Holdings also provides advisory services to the Company
through the Advisor, which will receive an annual advisory fee based on the
annual Funds from Operations of the Company but shall not exceed 55 basis points
on the net equity value of the Company's assets. The Advisor has waived the
payment of the advisory fee through December 31, 1997. Design, architectural,
engineering and development services are provided by the Developer which
receives a fixed architectural and engineering fee equal to 10% of the
construction costs plus a fixed development fee of 5% of the final gross project
price. As a result of such third-party management, the Company has no employees.
For a more detailed description of Westfield Holdings's managing role including
further information on fees payable to Westfield Holdings for its services, see
"Advisory, Management and Development Services to the Company."

The Company was incorporated in Missouri in 1924 and has perpetual
existence. The principal executive offices of the Company are located at 11601
Wilshire Boulevard, 12th Floor, Los Angeles, California 90025 (telephone:
310-478-4456). The headquarters for each of the Manager, Advisor and Developer
are located at the same address in Los Angeles, California.

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<PAGE>
HISTORY AND STRUCTURE OF THE COMPANY

The Company was incorporated for the purpose of holding title to certain
department store properties and has been involved in developing shopping centers
since the mid 1950's. In 1994, Prudential sold 40% of the Company to Westfield
Holdings and the remainder to certain other investors. In 1995, Westfield
Holdings acquired an additional 10% of the Company. In 1996 and early 1997, the
Company was recapitalized when WAT acquired 74.6% of the outstanding Common
Stock and the WAT Warrant. In addition the Company sold $134.0 million of
non-voting preferred stock and Common Stock to foreign and U.S. investors
(inclusive of a $14.0 million investment that certain of the then existing
investors agreed to retain in the Company). The Company utilized a portion of
the proceeds of the sale of its Common Stock and non-voting preferred stock to
repurchase the stock of certain investors other than Westfield Holdings.

Contemporaneously with these restructuring transactions, the Company
acquired indirect ownership of the Acquired Properties from interests associated
with the Lowy family and an option to acquire the stock of Westland Realty,
Inc., the holder of a 50% partnership interest in Garden State Plaza from
Westfield Holdings. For more information on the Garden State Plaza Option and
the transactions referred to above, see "The Company--The Company's Strategy for
Operations and Growth--Garden State Plaza Option and Loan Transaction."

As a result of these transactions and after giving effect to the Offering,
WAT will own %, and Westfield Holdings will own %, of the outstanding
Common Stock on a fully-diluted basis. Westfield Holdings will also hold an
approximately % equity interest in WAT. In addition, ABP will hold an
approximately % equity interest in the Company through the ownership of
Series A Preferred Shares. See "Principal Shareholders."

WESTFIELD HOLDINGS

Westfield Holdings is a fully-integrated, international developer, builder
and manager of shopping centers and manager and advisor to public real estate
investment entities. Westfield Holdings has its headquarters in Sydney,
Australia and employed approximately 2,400 people worldwide as of December 31,
1996. Westfield Holdings, which was publicly listed in 1960, was co-founded by
Frank P. Lowy. In 1993, Frank P. Lowy was acknowledged as one of the six
"pioneers" of the shopping center industry worldwide by the ICSC. By combining
financial strength and over 35 years of experience with a business philosophy
that stresses innovation, Westfield Holdings has built a successful shopping
center business, managing shopping center assets with a value of Aus.$10.7
billion as of December 31, 1996, comprised of more than 8,500 retail stores in
56 centers in the United States, Australia and Asia, with 39.3 million square
feet of total gross leasable area.

Westfield Holdings Limited, listed on the ASX, had a market capitalization
of approximately Aus.$2.0 billion as of February 28, 1997. According to the
Stock Exchange Index Service of the ASX, calculated as of June 30, 1996, the
value of shares of Westfield Holdings Limited has increased at a compound rate
of 49.7%, with Aus.$1,000 invested in 1990 worth Aus.$11,249 in 1996, although
past performance is not an indication of future results. Westfield Holdings is
also a manager and advisor to real estate investment entities -- Westfield Trust
and WAT, both of which are Australian public property trusts traded on the ASX.
Based on its market capitalization of approximately Aus.$2.9 billion as of
February 28, 1997, Westfield Trust is one of the two largest property trusts in
Australia.

The Company believes that Westfield Holdings's success stems from its
integrated approach to all disciplines required to conceive, build and then
manage a modern retail development on behalf of its owners. The Company believes
it is this integration across all operating divisions and Westfield Holdings's
intense involvement in key aspects of the centers it manages that makes
Westfield Holdings unique. Westfield Holdings's development expertise includes
establishing the feasibility of the projects, securing development approvals,
producing architectural designs and performing and supervising construction.
Westfield Holdings also arranges the ongoing leasing program and installs and
operates management and marketing systems to ensure that the center achieves its
full potential. This in-house integrated approach

35
<PAGE>
to shopping center development, management and leasing enhances Westfield
Holdings's ability to carry out major redevelopment and upgrading of centers.

The Company has access to the resources and depth of the management of
Westfield Holding's worldwide operations. Westfield Holdings provides a full
range of services to the Company including many which are typically outsourced
by real estate owners to third parties. These services include strategic and
day-to-day management, research investment analysis, acquisition and due
diligence, development, construction, architectural advice, marketing, asset
management, capital markets, disposition of asset, legal and accounting
services. In contrast to many other shopping center companies, the Company is
not exposed to the same degree of risk of increasing costs for many of these
services because the fees payable to the Manager and the Advisor are incentive
based or fixed as a percentage of assets or revenues.

Westfield Holdings's U.S. operations are headquartered in Los Angeles,
California, and employ approximately 950 people in the United States. Westfield
Holdings's senior management team has extensive experience in the development,
construction, management and financing of super regional and regional centers,
with an average of 20 years in the industry. For a fuller description of
Westfield Holdings's management arrangements with the Company, including fees
payable to Westfield Holdings for its services, see "Certain
Transactions--Management Agreements and Other Relationships" and "Advisory,
Management and Development Services to the Company."

Westfield Holdings Limited will agree with the Company that it will not
acquire any ownership interest in shopping center properties or power centers in
the United States for so long as it is the Advisor to the Company and the
Manager of the Centers. Each of Frank Lowy, David Lowy, Peter Lowy and Steven
Lowy will agree with the Company that he will not acquire any ownership interest
in shopping center properties or power centers in the United States for so long
as (i) Westfield Holdings is the Advisor to the Company and the Manager of the
Centers and (ii) interests associated with the Lowy family have significant
ownership and significant management involvement in the operations of Westfield
Holdings Limited. In addition, Westfield Holdings has agreed in its management
and development agreements with the Company that it will not manage or develop
any shopping center in competition with a Center owned by the Company, except in
the case of the acquisition by Westfield Holdings of an entity that is then
managing or developing a competitive property. This non-competition agreement
shall not apply to any activity by Westfield Holdings with respect to airport
projects.

Contemporaneously with the Offering, the Company will purchase from
Westfield Holdings Limited the non-transferable Westfield Holdings Warrants to
acquire up to 9.8 million ordinary shares of Westfield Holdings Limited, which
would be as of the date hereof equal to approximately 9% of the ordinary shares
of Westfield Holdings Limited outstanding after the exercise of the options. The
purchase price for each Westfield Holdings Warrant will be Aus.$2.00. The term
of the Westfield Holdings Warrants is five years but will be extended to seven
years if Australian law is changed to permit such longer term. The Westfield
Holdings Warrants may be exercised in whole or in part following the third
anniversary of the grant of the Westfield Holdings Warrant (subject to extension
as set forth above). Each Westfield Holdings Warrant will have an exercise price
equal to the average of the closing sale prices of ordinary shares of Westfield
Holdings Limited on the ASX at the close of business for the 20 business days
immediately preceding the consummation of the Offering and, subject to certain
anti-dilution adjustments, will entitle the Company to receive one ordinary
share of Westfield Holdings Limited. In addition, the Company has the right to
elect to exercise the option without a cash payment, in which event the Company
would be entitled to receive, at the option of Westfield Holdings Limited,
either the number of Westfield Holdings Limited ordinary shares equal in value
to, or cash in an amount equal to, the amount by which the then market

36
<PAGE>
price of the ordinary shares of Westfield Holdings Limited exceeds the exercise
price of such options. For these purposes, the market price of an ordinary share
of Westfield Holdings Limited will be equal to the average of the closing sale
prices of such shares on the ASX at the close of business on the 20 business
days immediately preceding the exercise date. On February 28, 1997, the closing
sale price on the ASX of the Westfield Holdings Limited ordinary shares was
Aus.$19.90.

WAT is a publicly listed Australian property trust which was formed to
acquire a majority interest in the Company and was listed on the ASX in July
1996 when it raised approximately Aus.$402 million. WAT had a market
capitalization as of February 28, 1997 of approximately Aus.$900 million. WAT is
managed by Westfield America Management Limited, a subsidiary of Westfield
Holdings Limited. Perpetual Trustee Company Limited is the independent public
trustee of WAT. WAT has informed the Company that its sole asset is currently
its interest in the Company. The Company believes that so long as WAT's sole
asset is its interest in the Company, WAT's performance on the ASX should be
substantially linked to the performance of the Company. Subject to certain
withholding tax, income tax and exchange rate matters as well as WAT trust
governance and voting provisions, the Company believes that the WAT units and
the Shares should trade within a reasonable range of each other. The Company
believes that in the future WAT may be able to raise additional funds in the
Australian capital markets which it may elect to invest in the Company if the
Company elects to raise additional equity capital, thereby providing to the
Company an additional source of capital.

<TABLE>
<S> <C>
Direct ownership of the Company....................................... %
Indirect ownership through direct ownership of WAT units.............. %
---
Total............................................................... %
---
---
</TABLE>

<TABLE>
<S> <C>
Indirect ownership through direct ownership of Westfield Holdings..... %
Indirect ownership through direct ownership of WAT units.............. %
---
Total............................................................... %
---
---
</TABLE>

THE COMPANY'S STRATEGY FOR OPERATIONS AND GROWTH

GENERAL STRATEGY

The Company has engaged subsidiaries of Westfield Holdings Limited to
provide management and advisory services to the Company and the Centers and to
provide property management and architectural, design, engineering and
development services to the Properties. The Company believes that Westfield
Holdings, as a fully integrated, international developer, builder and manager of
shopping centers with a history as a manager and advisor of public real estate
investment entities, and with substantial experience in the U.S. market,
possesses the skills and expertise to execute successfully the Company's
strategy and enhance the income and value of the Company's portfolio.

REDEVELOPMENT, REPOSITIONING AND EXPANSION POTENTIAL AND IMPLEMENTATION

The Company believes that redevelopment, repositioning and expansion are key
to maximizing the use and performance of its assets and increasing its growth,
income and capital appreciation. The Company is continually evaluating the
redevelopment potential of its Properties. The Company believes that
redevelopment is important because of the financial and regulatory burdens
presented by the

37
<PAGE>
development of new regional shopping centers. The Company believes that these
projects will enable the existing Centers both to compete better within their
existing markets and to attract new customers and therefore attain a stronger
market position and an expanded customer base. The Company believes that most of
its Centers, even those which have undergone redevelopment in the past five
years, have continuing redevelopment potential. The Company also believes that
Westfield Holdings is well situated to take advantage of these opportunities,
due to, among other things, its management expertise and its ability to utilize
operating staff, ideas and systems from its operations in the United States,
Australia and Asia.

Since 1994, the Company has completed the redevelopment of and has under
redevelopment five Centers, representing 25.4% of Total GLA.

Redevelopment has recently been completed or substantially completed at the
following Centers:

- Eastland Center in West Covina, California, which opened in 1955 and was
formerly anchored by Mervyn's and an empty department store that had been
occupied by the May Company, has been substantially converted from an
out-dated enclosed mall into a power center through the addition of a new
Target discount store and additional Big Box Retailers and Category
Killers retailers, including Old Navy and Babies R' Us in order to
reposition the Center within its trade area and to complement The Plaza at
West Covina, a super regional Center owned by the Company. The
redevelopment is expected to be completed in 1997. Prior to the
redevelopment, the Center was anchored by Mervyn's and an empty department
store. The May Company store that occupied the space was relocated to The
Plaza at West Covina Center.

- Enfield Square in Enfield, Connecticut, which opened in 1971, was
redeveloped with the addition of a Sears store which is scheduled to open
in Spring 1997. The Sears store replaces a smaller Steiger's store which
the Company purchased as an opportunity to upgrade and expand the Center.
Enfield Square will now have three Anchors: Filene's, J.C. Penney and
Sears.

- Mid Rivers Mall in St. Peters, Missouri, which opened in 1987, had three
Anchors before the recent redevelopment: Famous Barr, Dillard's and Sears.
In Fall 1996, a fourth Anchor, a 125,000 square foot J.C. Penney store and
an additional 40,000 square feet of Mall Stores were added.

- Mission Valley Center in San Diego, California, which opened in 1961, was
redeveloped in 1996 with the addition of Bed Bath and Beyond, Nordstom
Rack, Michael's and Loehmann's. In addition, a 75,000 square-foot, 4,500
seat, 20-foot screen AMC multiplex theater and theme restaurants were
added. The redevelopment and renovation of the Centers is scheduled to be
completed in the first half of 1997.

The Company is currently redeveloping South Shore Mall. The redevelopment
involves the addition of a Sears store and 40,000 square feet of Mall Store GLA.
The addition of a Sears store will provide the Center with three Anchors and
expands the Center from a regional center to a super regional center. Project
completion is scheduled for Fall 1997.

The Company expects to commence redevelopment of Mission Valley Center-West
in Fall 1997. Mission Valley Center-West, in San Diego, California, has 34 Mall
Stores in a strip center format with several outparcels adjacent to the Center.
The redevelopment plan involves the creation of a new power center with
value-oriented retailers that will complement Mission Valley Center.

In addition to the redevelopment of Mission Valley Center-West, the Company
has identified the following eight additional Properties for redevelopment over
the next five years which the Company believes will result in future income
growth and capital appreciation.

- Annapolis Mall in Annapolis, Maryland, is a four-Anchor super regional
shopping center with 151 Mall Stores. Redevelopment is planned with the
addition of a fifth anchor at the Center, which will further solidify its
strong market position.

- Connecticut Post Mall, in Milford, Connecticut, is a three-anchor super
regional center with 137 Mall Stores. Planning is proceeding for the
addition of up to two anchors and specialty stores in order to solidify
the Center's position in its market.

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<PAGE>
- Eagle Rock Plaza, located southeast of Glendale, California, is a
two-Anchor regional shopping center with 63 Mall Stores. Redevelopment and
repositioning planning is proceeding and may include an additional anchor
and Category Killer.

- Enfield Square in Enfield, Connecticut is a two-Anchor regional shopping
center with 81 Mall Stores. Redevelopment planning is proceeding for the
addition of a fourth anchor and an additional 25,000 square feet of Mall
GLA.

- South County Center, in St. Louis, Missouri, is a three-Anchor regional
center with 102 Mall Stores. Redevelopment and renovation are proceeding
to reposition the Center through the addition of a fourth anchor and more
than 200,000 square feet of Mall GLA. After redevelopment, the Company
believes that the Center will have a highly favorable market position
within south St. Louis County.

- Topanga Plaza, in Canoga Park, California, is a four-Anchor super regional
center with a 130 Mall Stores. Redevelopment planning is proceeding for
the addition of up to two anchors and 100,000 square feet of Mall GLA.

- West County Center, in St. Louis, Missouri is a two-Anchor regional center
with 65 Mall Stores. Redevelopment planning is progressing to add a third
anchor and to redevelop and expand the specialty stores in order to
position the Center as a large competitive super regional center in the
affluent west county market of St. Louis.

- West Valley, in Canoga Park, California, is a property adjacent to Topanga
Plaza that is primarily vacant land with several developed outparcels.
Planning is progressing to develop a value-oriented power center.

In addition, the Company believes that redevelopment potential exists for
the following Centers and Properties over the next five to 10 years: Meriden
Square in Meriden, Connecticut, with the possibility of an additional 40,000
square feet of Mall GLA and/or another anchor; Trumbull Shopping Park, in
Trumbull, Connecticut, with the addition of a third level and increased Mall
GLA; and further redevelopment at Annapolis Mall in Annapolis, Maryland, with
the addition of two anchors and additional Mall GLA; Montgomery Mall with two
additional anchors and additional Mall GLA. West Park Mall in Cape Girardeau,
Missouri, has redevelopment potential with the addition of another anchor; Plaza
Bonita in San Diego, California, with a fifth "pad" for an anchor and additional
shops; Plaza Camino Real in San Diego, California, with the addition of
theaters, restaurants or Category Killers; and Vancouver Mall in Vancouver,
Washington with the possible expansion of its current department stores to
solidify that Center's position within its market.

The completion of these and other redevelopments is contingent upon numerous
factors and therefore no assurance can be given that a redevelopment will be
undertaken.

ACQUISITION OF NEW CENTERS

The Company's acquisition strategy is to acquire additional super regional
and regional centers that meet the Company's investment criteria. In general,
the Company's investment criteria includes the goals that the property be of a
quality consistent with the Company's portfolio, that the property has potential
for increased income and value through redevelopment and/or repositioning and
that the property generates sufficient income pending any such redevelopment to
support the acquisition price. The Company's strategy also includes seeking to
acquire the Outside Partners' interests in the Joint Venture Centers.

GARDEN STATE PLAZA OPTION

The Company has an option to acquire at fair market value the stock of
Westland Realty Inc., the holder of an indirect 50% partnership interest in the
Garden State Plaza, located in Paramus, New Jersey. Garden State Plaza is one of
the largest and most productive super regional centers in the nation with five
Anchors and containing approximately 2.0 million square feet of total gross
leasable area and average mall store sales psf of $467 for the year ended
December 31, 1996. Westfield Holdings completed the first part of a major
redevelopment of Garden State Plaza in 1996, adding Lord & Taylor and Neiman
Marcus stores

39
<PAGE>
to the existing Macy's and Nordstrom stores and expanding a J.C. Penney
department store. The redevelopment also added 200,000 square feet of additional
mall gross leasable area to connect the two new department stores and
accommodate 100 new specialty retailers. An additional redevelopment of
approximately 50,000 square feet of mall gross leasable area which will provide
direct access from the expansion to the lower level food court is currently in
progress and is scheduled for completion in Fall 1997. The redevelopment,
management and leasing of Garden State Plaza is handled by Westfield Holdings.
For a more detailed description of the Garden State Plaza Option and Loan
Transaction, see "Certain Transactions--The Relationships and Transactions with
Westfield Holdings--Garden State Plaza Option."

INCREASING OPERATING INCOME FROM EXISTING SPACE; INTENSIVE MANAGEMENT APPROACH

Westfield Holdings (i) manages shopping centers not as passive real estate
investments but as "living entities" which must be skillfully managed and
redeveloped over time to maintain and enhance their capacity to generate optimum
returns; (ii) has skills in-house to manage every stage in the development and
on-going life of a shopping center, including initial concept, design,
construction, leasing of stores and day-to-day management and promotion; (iii)
works to build and maintain long-term relationships with major retailers and
institutional investors; (iv) continually searches for new ways to increase
income and add capital growth to the shopping centers it manages; and (v) makes
customer service a major focus. Westfield Holdings concentrates on obtaining
repeat business with all key stakeholders in its shopping centers. The Company
believes that this management style has the potential to improve the performance
of its retail property assets, resulting in income growth and capital
appreciation for investors.

Westfield Holdings concentrates on actively managing the Centers and
providing efficient and customer-friendly service to both the consumers who shop
in the Centers and the retailers who lease space in the Centers while strictly
controlling operating costs. The concept of the "Westfield Customer Service
System" has been introduced in the Centers to train and focus the personnel at
the Centers on its retailers and customers. The Company believes that this is
one of the most important strategies that differentiates Westfield Holdings's
management philosophy from its competitors. The Company also believes that
branding the Centers through advertising, promotions and customer service
programs will build shopper recognition and loyalty in the long term, especially
in multi-center markets.

Westfield Holdings's management strategy includes initiatives designed to
increase customer traffic through the Centers, which improves sales turnover
and, ultimately, rents. Initiatives include increasing occupancy levels,
increasing revenue by increasing rentable area within the existing building
envelope, the introduction of cost control efficiencies resulting in a reduction
of operating costs, maximizing the temporary leasing program, improving the
merchandise mix and range of tenants, developing emerging themes such as
entertainment, cinemas and Category Killer retailers, converting non-productive
space to specialty store gross leasable area and promoting such converted space
with intensive marketing.

Westfield Holdings's marketing expertise has been recognized through a
number of national and international awards, most notably an ICSC 'Maxi' Award
for marketing in 1993, and a further three 'Maxi' Awards in 1994 and an ICSC
award for shopping center public relations in 1996.

The Company seeks to increase rental income by leasing of currently unleased
space, increasing base rent as current leases with below market rents expire,
negotiating new leases which reflect step-ups in base rent, increasing occupancy
levels, increasing rentable area in the Centers, adding to the temporary leasing
program and repositioning to increase sales productivity and expand market
penetration and market base. The average base rental rate per square foot for
the Mall Stores at the Centers under Westfield Holdings management has increased
at a compound annual rate of approximately 4.5% from December 31, 1994 through
December 31, 1996. The Company's proportionate share of total annual base rent
from tenants at the existing Centers is expected to increase by approximately
$26.2 million over the next five years as a result of contractual rent increases
for all Centers. For the year ended December 31, 1996, 353 leases totaling
approximately 880,000 square feet (representing 12.7% of Mall GLA) were signed
at an average annualized base rent of $31.96 psf for the initial year of
occupancy, which represented a 48.3% increase over expiring leases.

40
<PAGE>
The Company's goal is to increase customer traffic through the Centers for
the purpose of improving sales turnover and, ultimately, rents. The Company
believes that the introduction of entertainment concepts such as the AMC
multiplex 20-screen theater added to the Mission Valley Center, which theater
complex drew in excess of two million people for the year ended 1996, is one
strategy for increasing customer traffic. The Westfield Customer Service System
is utilized in order to train and focus the Centers' personnel and promote
repeat business. New services being introduced at some Centers include: special
customer service personnel, free strollers and wheelchairs, valet parking, gift
vouchers and parents' facilities.

The Company believes that advertising is also critical to improving customer
traffic. The Manager has an in-house marketing staff and utilizes the resources
of a leading U.S. advertising agency in the United States to provide advertising
promotional and media services to the Centers. The Company utilizes a national
marketing program that includes shared advertising, media and community
promotions in the Centers. This strategy is particularly cost effective in the
Company's multi-Center regional markets in San Diego, Missouri, Maryland and
Connecticut.

The Manager analyzes marketing trends for the Company and develops and
implements creative approaches to retail shopping in Regional Centers. Each
Center follows an annual marketing plan that features a combination of
advertising, promotions and participation in community and charitable events.
Activities such as Kids Clubs and senior citizen "mall walkers clubs" have been
effective in positioning the Centers as the "Main Street" within their
communities.

The Company believes the diversity and strength of its Anchors and the
diversity and mix of its Mall Stores are critical to expanding a Center's market
share and the Company monitors and coordinates the mix of its Anchors and Mall
Stores accordingly. The Company believes that the recent sales and
consolidations of department stores have given the Company the opportunity to
enhance its mix of Anchors. An example of this is the replacement of some of the
Company's less productive Anchors with more productive Anchors such as Sears,
Macy's and J.C. Penney. Periodically, the Company engages market research firms
to evaluate the trade area of each Center. Demographic information lets the
Company match the merchandise of its Centers with the needs of its customers in
order to increase sales.

USE OF PROCEEDS

The net cash proceeds to be received by the Company from the Offering (after
deducting underwriting discounts and the estimated expenses of the Offering) are
estimated to be approximately $ million and $ million if the underwriters
exercise their over-allotment option. The Company expects to use approximately
$145 million of the aggregate net proceeds to make the Garden State Plaza Loan,
$ million to purchase the Westfield Holdings Warrants, $ for the repayment
of certain mortgage indebtedness, including variable rate debt incurred during
the past 12 months to finance development expenditures and the remainder for
general corporate purposes including working capital and future acquisitions. On
December 31, 1996, the weighted average interest rate on the mortgage
indebtedness to be repaid with the net proceeds of the Offering and the weighted
average maturity of such indebtedness were % and years, respectively.

Pending application of the aggregate net proceeds of the Offering (and the
net proceeds of the exercise of the over-allotment option, if it is exercised),
the Company will invest such net proceeds in interest-bearing accounts and
short-term, interest-bearing securities that are intended to permit the Company
to qualify for taxation as a REIT. Such investments may include, for example,
obligations of the Government National Mortgage Association, other government
and government agency securities, certificates of deposit, interest-bearing bank
deposits and mortgage loan participations. See "Federal Income Tax
Considerations--Requirements for Qualification--Income Tests."

41
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company, as of
December 31, 1996, and as adjusted to give effect to the consummation of the
Offering and the application of the estimated net proceeds as set forth under
"Use of Proceeds." The information set forth in the table should be read in
connection with the financial statements and notes thereto, the pro forma
financial formation and notes thereto and "Management's Discussion and Analysis
of Financial Condition and Results of Operations-- Liquidity and Capital
Resources" included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------------
HISTORICAL AS ADJUSTED
------------ ------------
($ IN THOUSANDS EXCEPT PER
SHARE AMOUNTS)
<S> <C> <C>
Cash and cash equivalents............................................................. $ 6,729 $ 21,868
------------ ------------
------------ ------------

Long-term debt........................................................................ 770,625 575,964

Shareholders' equity:

Senior Preferred Shares, $1.00 par value per share (200 shares authorized, 105
shares issued and outstanding).................................................... -- --

Preferred Stock, $1.00 par value per share (5,000,000 shares authorized, of which
940,000 shares of Series A Preferred Shares issued and outstanding)............... 94,000 94,000

Common Stock, $.01 par value per share (200,006,300 authorized, 52,929,535 shares
issued and outstanding at December 31, 1996, 200,000,000 authorized and
shares issued and outstanding as adjusted)........................................ 529 529

Excess Common Shares, $.01 par value per share (200,006,300 shares authorized at
December 31, 1996, 200,000,000 authorized as adjusted, no shares issued and
outstanding)...................................................................... -- --

Excess Preferred Shares, $1.00 par value per share (5,000,000 authorized, no shares
issued and outstanding)........................................................... -- --

Additional paid-in capital............................................................ 424,001 794,001

Retained earnings..................................................................... -- --
------------ ------------

Total shareholders' equity........................................................ 518,530 888,530
------------ ------------

Total capitalization............................................................ $ 1,289,155 $ 1,464,494
------------ ------------
------------ ------------
</TABLE>

42
<PAGE>
DILUTION

"Dilution per share" means the difference between the initial public
offering price per share of Common Stock and the pro forma net tangible book
value per share of Common Stock after giving effect to the sale by the Company
of the Shares offered hereby, assuming an initial public offering price of
$ . "Pro forma net tangible book value per share" is determined by dividing
total assets less total liabilities and Preferred Stock by the number of shares
of Common Stock outstanding. The following table illustrates such pro forma per
share dilution after giving effect to the Offering as of December 31, 1996.

<TABLE>
<CAPTION>
Assumed initial public offering price per Share(1)........... $
<S> <C> <C>
---------
Pro forma net tangible book value prior to the Offering...... $
Increase in net tangible book value attributable to the
Offering...................................................
---------
Pro forma net tangible book value after the Offering.........
---------
Dilution in net tangible book value per share of Common Stock
to new investors........................................... $
---------
---------
</TABLE>

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

(1) Before deduction of the estimated underwriting discounts and expenses of the
Offering.

43
<PAGE>
DISTRIBUTIONS

As a result, in order to endeavor to satisfy WAT's distribution policy, the
Company intends to continue to distribute to its shareholders approximately 100%
of its Funds from Operations. For the six-month period ended December 31, 1996,
the Company paid a dividend of $.733 per share to its shareholders. It is
estimated that approximately 35% of the distribution to the Company's
shareholders will represent a return of capital for tax purposes. Because
distributions will be based on Funds from Operations and the Company's business
is seasonal in nature, it is expected that the amount of distributions will vary
from quarter to quarter. The expected size of the distributions may not allow
the Company, using only cash flow from operations, to fund 100% of (i) the
tenant allowances associated with renewal or replacement and the retirement of
current tenants as their leases expire and (ii) the retirement of all of its
debt when due, and therefore, the Company will be required to seek periodic debt
or equity financings to cover such items. See "Policies and Objectives with
Respect to Certain Activities--Financing."

The Company plans to adopt a dividend reinvestment plan under which its
shareholders may elect to reinvest all or a part their distributions
automatically in additional shares of Common Stock. Any such dividend
reinvestment plan will not adversely affect the Company's ability to qualify as
a REIT for Federal income tax purposes. The Company understands that WAT plans
to adopt a similar plan for its unitholders.

The Company computes Funds from Operations in accordance with standards
established by the White Paper on Funds from Operations approved by the Board of
Governors of NAREIT in March 1995 which defines Funds from Operations as net
income (loss) (computed in accordance with GAAP), excluding gains (or losses)
from debt restructuring and sales of property, plus real estate related
depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures. Additionally, the Company subtracts the portion
of the Company's management fee which pertains to leasing commissions which are
capitalized in accordance with GAAP. Funds from Operations should not be
considered as an alternative to net income (determined in accordance with GAAP)
as a measure of the Company's financial performance or to cash flow from
operating activities (determined in accordance with GAAP) as a measure of the
Company's liquidity, nor is it indicative of funds available to fund the
Company's cash needs, including its ability to make distributions.

Prior to the closing of the Offering, the Company anticipates that the Board
of Directors will declare a special dividend for the shareholders of record with
respect to a portion of the Funds from Operations for the second quarter of 1997
such that the holders of the Common Stock and Preferred Shares as of the day
immediately preceeding the closing of the Offering will receive a pro-rata
portion of the Funds from Operation for the second quarter of 1997 based on the
number of days between and including April 1, 1997 and the day immediately
preceding the closing of the Offering. In addition, the Company anticipates that
the Board of Directors will declare a dividend for the period from the closing
of the Offering to June 30 1997.

44
<PAGE>
SELECTED FINANCIAL DATA

The following table sets forth historical and pro forma consolidated
financial data for the Company and should be read in conjunction with the
Consolidated Financial Statements of CenterMark Properties, Inc. and the Notes
thereto, the Pro Forma Condensed Consolidated Financial Statements of the
Company and notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The Company believes that the book value
of its real estate assets, which reflects the historical costs of such real
estate assets less accumulated depreciation, is not indicative of the current
market value of its properties.

The results for 1994 are not comparable to prior years because of the
acquisition of the Company in February 1994. The results for 1996 are not be
comparable to prior years because of the Recapitalization, the acquisition of
the Acquired Properties and the consolidation of the Mission Valley Partnership.

Pro Forma operating information is presented as if the consummation of the
Offering and Recapitalization had occurred as of January 1, 1996, and therefore
incorporates certain assumptions that are described in the Notes to the Pro
Forma Condensed Consolidated Statement of Income. The Pro Forma balance sheet
data is presented as if the Offering and the Recapitalization had occurred on
December 31, 1996.

45
<PAGE>

Equity in net income (loss) of unconsolidated
real estate partnerships..................... 3,063 3,063 3,359 (2,537) (3,177) (76)
Interest and other income...................... 14,009 776 789 2,170 2,996 4,191
Gains on sales of properties and partnership
interests.................................... -- -- -- -- 2,566 23,428
Income taxes................................... -- -- -- -- (13,819) (11,231)
Minority interest in earnings of consolidated
real estate partnership...................... (1,063) (1,063) -- -- -- --
---------- ---------- --------- --------- --------- ---------
Net income................................... $ 54,736 $ 27,296 $ 21,846 $ 15,244 $ 5,901 $ 17,626
---------- ---------- --------- --------- --------- ---------
---------- ---------- --------- --------- --------- ---------
Total net income available to common shares....
Net income per common share (1)................ $ $ 0.47 $ 0.48 $ 0.34 $ -- $ --
---------- ---------- --------- --------- --------- ---------
---------- ---------- --------- --------- --------- ---------
Dividends declared per common share (1)........ $ 1.51 $ 1.68 $ 0.81 $ -- $ --
---------- --------- --------- --------- ---------
---------- --------- --------- --------- ---------

OTHER DATA
EBITDA (2)..................................... $ 156,255 $ 126,952 $ 102,199 $ 92,220 $ 77,866 $ 71,117
Funds from Operations (3)...................... $ 109,168 $ 76,630 $ 64,293 $ 56,866 $ 60,472 $ 37,974
Net income allocable to common shares.......... $ 46,208 $ 23,032 $ 21,843 $ 15,244 $ 5,901 $ 17,626
Funds from operations allocable to common
shares....................................... $ 100,640 $ 72,366 $ 64,290 $ 56,866 $ 60,472 $ 37,974
Weighted average number of common shares....... 49,383 44,978 44,902 52 52

BALANCE SHEET DATA (at end of period):
Investment in real estate, net................. $1,455,434 $1,310,434 $ 829,484 $ 848,892 $ 884,392 $ 851,168
Total assets................................... $1,519,909 $1,344,570 $ 844,706 $ 882,667 $ 944,490 $ 951,678
Mortgages and notes payable.................... $ 575,964 $ 770,625 $ 426,781 $ 420,397 $ 38,205 $ 317,857
Minority interest.............................. $ 54 $ 54 -- -- -- --
Shareholders' equity........................... $ 888,530 $ 518,530 $ 380,419 $ 430,782 $ 669,967 $ 393,466
</TABLE>

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

(1) Pro Forma net income and cash dividends declared per common share are based
upon shares of Common Stock outstanding after the Offering.
Information for 1993 and 1992 is not presented or it is not comparable.

(2) EBITDA represents the Company's share of operating income before interest,
taxes, depreciation and amortization. While EBITDA should not be construed
as a substitute for income from operations, net income (loss) or cash flows
from operating activities in analyzing the Company's operating performance,
financial position or cash flows, the Company has included EBITDA data
because it is commonly used by certain investors and analysts to analyze and
compare companies on the basis of operating performance, leverage or
liquidity or to determine a company's ability to service debt.

(3) The Company computes Funds from Operations in accordance with standards
established by the White Paper on Funds from Operations approved by the
Board of Governors of NAREIT in March 1995 which defines Funds from
Operations as net income (loss) (computed in accordance with GAAP),
excluding gains (or losses) from debt restructuring and sales of property,
plus real estate related depreciation and amortization and after adjustments
for unconsolidated partnerships and joint ventures. Additionally, the
Company subtracts the portion of the management fee which pertains to
leasing commissions which are capitalized in accordance with GAAP. Funds
from Operations should not be considered as an alternative to net income
(determined in accordance with GAAP) as a measure of the Company's financial
performance or to cash flow from operating activities (determined in
accordance with GAAP) as a measure of the Company's liquidity, nor is it
indicative of funds available to fund the Company's cash needs, including
its ability to make distributions.

46
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the "Selected
Financial Data," the Company's Consolidated Financial Statements and Notes
thereto, and the Unaudited Pro Forma Condensed Consolidated Financial Statements
of the Company and Notes thereto. Historical results set forth in "Selected
Financial Data," the Company's Consolidated Financial Statements and the
Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company
are not necessarily indicative of the future financial position and results of
operations of the Company.

On February 11, 1994, the Company was acquired by Westfield Holdings and
certain other investors from Prudential (the "Acquisition"). The financial
statement results presented for the 323-day period from February 12, 1994
through December 31, 1994 and the 42-day period from January 1, 1994 through
February 11, 1994 are not indicative of the Company's performance on an annual
basis. Therefore, the discussion of results of operations for 1994 are presented
on a combined basis to compare to the full year 1995. The Company believes this
presentation provides a more meaningful discussion of year-to-year results.

GENERAL BACKGROUND

At December 31, 1996 and the year then ended, the Consolidated Financial
Statements and Notes thereto reflect the consolidated financial results of 12
Centers, the equity in income (loss) of seven unconsolidated real estate
partnerships, the Acquired Properties following their acquisition on July 1,
1996, 13 separate department store properties that are net leased to the May
Company under financing leases, and a 116-unit apartment complex. At December
31, 1995 and the year then ended, the Consolidated Financial Statements reflect
the Mission Valley Partnership, the owner of Mission Valley Center and Mission
Valley Center-West, as an unconsolidated real estate partnership. In September
1995, the Company acquired a controlling interest in the Mission Valley
Partnership and consolidated the Mission Valley Partnership beginning in 1996.
In connection with the Acquisition, Westfield Holdings's assumed the management
of the Company's shopping centers and consolidated the Company's St. Louis
headquarters operations with Westfield Holdings's U.S. operations in Los
Angeles. As a result of the transfer of the management, the Company's general
and administrative expenses decreased by $4.0 million from 1994 to 1995 and its
service fee and other income decreased by $5.0 million for such period because
the Company previously provided management services to certain of the
unconsolidated real estate partnerships. As a result of the above described
items and Westfield Holdings's management of the Properties, the Company's Funds
from Operations has increased 13% and 19% in 1995 and 1996, respectively, from
the prior years.

The Company believes that the Offering will improve the Company's financial
condition by providing the Company with capital to take advantage of
redevelopment and acquisition opportunities. The Company's operating results are
expected to improve as a result of certain transactions as discussed in "Use of
Proceeds," "Capitalization" and the Unaudited Pro Forma Condensed Consolidated
Financial Statements.

HISTORICAL RESULTS OF OPERATIONS

COMPARISON OF YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER 31, 1995

TOTAL REVENUES increased $44.8 million or 40% to $156.1 million for the year
ended December 31, 1996 as compared to $111.3 million for the same period in
1995. The increase is primarily the result of the July 1, 1996 acquisition of
the Acquired Properties and the consolidation of the Company's equity interest
in the Mission Valley Partnership. The Acquired Properties contributed $27.1
million or 61% of the increase in total revenues from 1995 to 1996 and the
Mission Valley Partnership contributed $13.1 million or 29% of the increase.
Total revenues increased $4.5 million or 10% of the increase in total revenues
from 1995 to 1996 due to increases in average rental rates throughout the
portfolio and strong specialty (temporary) leasing.

47
<PAGE>
TOTAL EXPENSES increased $25.6 million or 39% to $91.3 million for the year
ended December 31, 1996 as compared to $65.7 million for the same period in
1995. The increase is primarily the result of the acquisition of the Acquired
Properties and consolidation of the Mission Valley Partnership. The Acquired
Properties contributed $15.5 million or 61% of the increase in total expenses
from 1995 to 1996 and the Mission Valley Partnership contributed $8.2 million or
32% of the increase. Total expenses increased $1.9 million or 7% of the increase
in total expenses from 1995 to 1996 due to increased, other operating expenses
($0.6 million), management fees ($0.4 million) and depreciation and amortization
($0.9 million).

INTEREST EXPENSE, net of capitalized interest, increased $12.3 million or
44% to $40.2 million for the year ended December 31, 1996 as compared to $27.9
million for the same period in 1995. The increase is due primarily to the
acquisition of the Acquired Properties and consolidation of the Mission Valley
Partnership. The Acquired Properties contributed $10.0 million to the increase
in net interest expense and the Mission Valley Partnership contributed $1.9
million to the increase. On a combined basis, the Acquired Properties and the
Mission Valley Partnership represent 97% of the increase in net interest
expense.

MINORITY INTEREST IN REAL ESTATE PARTNERSHIPS was $1.1 million for the year
ended December 31, 1996 due to the consolidation of the Mission Valley
Partnership in 1996.

EQUITY IN INCOME (LOSSES) of unconsolidated real estate partnerships
decreased by $0.3 million due primarily to the consolidation of the Mission
Valley Partnership in 1996.

NET INCOME increased $5.5 million or 25% to $27.3 million from $21.8 million
for the same period in 1995 of which the Acquired Properties contributed $1.6
million or 29% of the increase, the Mission Valley Partnership contributed $2.1
million or 38% of the increase and the other Properties contributed $1.8 million
or 33% of the increase.

INVESTING ACTIVITIES were $97.1 million higher in the year ended 1996 than
the comparable period of 1995 as a result of purchasing the Acquired Properties
in July 1996 for $62.8 million, renovation and redevelopment costs of $13.3
million for Mission Valley Center which was not consolidated in 1995, renovation
and redevelopment costs at Eastland Center and Mid Rivers Mall aggregating $17.2
million, and pre-development costs for the Properties of $1.0 million.

FINANCING ACTIVITIES for the year ended December 31, 1996 reflects the
issuance of stock, repurchase of stock and repayment of debt associated with the
Recapitalization. Additionally, the 1996 financing activities reflect
distributions to common and preferred shareholders which were $9.8 million
higher when compared to the same period in 1995 as a result of additional
distributable income generated by the Acquired Properties and increased
specialty leasing.

COMPARISON OF YEAR ENDED DECEMBER 31, 1995 TO YEAR ENDED DECEMBER 31, 1994

TOTAL REVENUES decreased $0.9 million or 1% to $111.3 million for the year
ended December 31, 1995 as compared to $112.2 million for the same period in
1994. Rental revenues increased from $66.1 million to $75.1 million for 1994 to
1995 primarily as a result of increased minimum rents at Montgomery Mall and The
Plaza at West Covina, the completion of the redevelopment of Westland Towne
Center in late 1994, and the increase in the specialty leasing and kiosk
program. Offsetting this increase was a reduction in service fee income and
tenant recoveries. Service fee income decreased $5.0 million in 1995 as a result
of Westfield Holdings's assumption of the management of the Company's shopping
centers as described above. Tenant recovery revenue decreased $3.7 million due
to lower recoverable operating expenses.

TOTAL EXPENSES decreased $6.3 million or 9% to $65.7 million for the year
ended December 31, 1995 as compared to $72.0 million for the same period in
1994. The decrease is due primarily to a decrease of $4.0 million in general and
administrative costs resulting from Westfield Holdings's assumption of the
management of the Company's shopping centers as described above. Additionally,
operating-recoverable expenses decreased $2.6 million due to operational
efficiencies.

INTEREST EXPENSE increased $3.3 million or 13% to $27.9 million in 1995 as
compared to $24.6 million in 1994. The increase resulted primarily from
borrowings assumed in connection with the Acquisition and the

48
<PAGE>
borrowings of $1.5 million in connection with the purchase of a department store
at Enfield Square and $9.0 million for the purchase of an additional 25.8%
interest in the Mission Valley Partnership.

EQUITY IN INCOME (LOSSES) of unconsolidated real estate partnerships
increased $5.9 million to $3.4 million in 1995 from a loss of $2.5 million in
1994 resulting from an improvement in operations at each of the partnerships in
which the Company has an equity interest. The Annapolis Mall net income
increased $0.7 million in 1995 as a result of an increase in minimum rent. The
Company's share of operations of the Topanga Plaza Partnership increased $2.8
million as the Topanga Plaza Partnership recognized a loss of $1.5 million in
1994 as a result of the 1994 Northridge Earthquake and recognized income of $1.3
million in 1995 from insurance proceeds received for business interruption
caused by the earthquake. Additionally, the Company increased its ownership
interest in the Mission Valley Partnership in September 1995 resulting in the
recognition of an additional 25.8% of operations of the Mission Valley
Partnership.

NET INCOME increased $6.6 million or 43% to $21.8 million in 1995 compared
to $15.2 million in 1994 for the reasons discussed above.

INVESTING ACTIVITIES were $5.4 million higher in the year ended December 31,
1995 when compared to the comparable period in 1994. The increase in cash
provided by investing activities reflects $12.8 million of capital expenditures
in 1995 as compared to $32.1 million in 1994 primarily due to the completion of
the Westland Towne Center redevelopment in 1994. In 1995, the Company began the
Eastland Center and Mid Rivers Mall redevelopments. This increase in cash flows
from investing activities was partially offset by a reduction in distributions
received from unconsolidated real estate partnerships of $13.6 million primarily
due to a special distribution received by the Company in 1994 from the Meriden
Square Partnership as a result of a debt financing.

FINANCING ACTIVITIES cash flow increased $20.7 million to $62.7 million for
the year ended December 31, 1995 when compared to $42.0 million for the same
period in 1994. The increase is due primarily to increased distributions due to
an increase in cash provided by operations.

PRO FORMA OPERATING RESULTS--YEAR ENDED DECEMBER 31, 1996 TO YEAR ENDED DECEMBER
31, 1995

On a pro forma basis, after giving effect to the Offering, net income of the
Company for the year ended December 31, 1996 was $54.7 million as compared to
historical net income of the Company for the same period of $27.3 million. The
pro forma adjustments increased revenues by $27.3 million and increased
operating expenses by $16.3 million, as a result of reflecting operations of the
Acquired Properties for the period January 1, 1996 through June 30, 1996. The
pro forma adjustments decreased interest expense by $13.2 million as a result of
the application of the estimated net proceeds of the Offering to pay down debt
as described under "Use of Proceeds," partially offset by additional interest of
$10.0 million that would have been incurred if the Acquired Properties had been
acquired on January 1, 1996 versus July 1, 1996. The pro forma adjustments
increased interest income by $13.2 million reflecting interest earned on the
Garden State Plaza Loan and interest earned on excess cash balances as described
under "Use of Proceeds."

EBITDA--EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION

The Company believes that there are several important factors that
contribute to the ability of the Company to increase rent and improve
profitability of its shopping centers, including aggregate tenant sales volume,
sales per square foot, occupancy levels and tenant costs. Each of these factors
has a significant effect on EBITDA. The Company believes that EBITDA is an
effective measure of shopping center operating performance because: (i) it is
industry practice to evaluate real estate properties based on net income before
interest, taxes, depreciation and amortization, which is generally equivalent to
EBITDA; and (ii) EBITDA is unaffected by the debt and equity structure of the
property owner. EBITDA: (i) does not represent cash flow from operations as
defined by GAAP; (ii) should not be considered as an alternative to net income
as a measure of the Company's operating performance; (iii) is not indicative of
cash flows from operating, investing and financing activities; and (iv) is not
an alternative to cash flows as a measure of the Company's liquidity.

49
<PAGE>
The Company's total EBITDA before minority interest plus its pro-rata share
of EBITDA of unconsolidated real estate partnerships ("Total EBITDA") increased
from $92.2 million in 1994 to $127.6 million in 1996, representing a compound
annual growth rate of 18.0%. The growth in Total EBITDA reflects the addition of
Total GLA, increased rental rates, increased tenant sales, improved occupancy
levels and effective control of operating costs and assumes that the Acquired
Properties were owned by the Company during all of the applicable periods.
During this period, and based on the same assumption, the operating profit
margin increased from 60% to 66%. This improvement is also primarily
attributable to aggressive leasing of new and existing space and effective
control of operating costs.

The following summarizes Total EBITDA and the operating profit margin of the
Properties, which is equal to Total EBITDA expressed as a percentage of the
Company's pro rata share of total revenue:

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
TOTAL EBITDA AND OPERATING PROFIT MARGIN
<S> <C> <C> <C>
Total EBITDA (in Thousands)
1994 1995 1996
Total EBITDA 90,000 112,000 120,000
Operating Profit Margin (Percentage)
1994 1995 1996
Operating Profit Margin 58% 65% 64%
</TABLE>

A summary of EBITDA for the years ended December 31, 1996, 1995 and 1994
follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
($ IN THOUSANDS)
<S> <C> <C> <C>
EBITDA of wholly owned and consolidated real estate partnership.............. $ 103,562 $ 75,267 $ 70,920
Pro rata share of EBITDA of unconsolidated real estate partnerships.......... 24,020 26,932 21,300
---------- ---------- ----------
Total EBITDA................................................................. $ 127,582 $ 102,199 $ 92,220
---------- ---------- ----------
---------- ---------- ----------
EBITDA after minority interest (1)........................................... $ 126,952 $ 102,199 $ 92,220
---------- ---------- ----------
---------- ---------- ----------
Increase in Total EBITDA from prior period................................... 24.8% 10.8% --
Increase in EBITDA after minority interest from prior period................. 24.2 10.8 --
Operating profit margin of the Properties.................................... 66.0 67.3 60.1
</TABLE>

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

(1) EBITDA after minority interest represents earnings before interest, income
taxes, depreciation and amortization for all Properties after the minority
share in Mission Valley Partnership EBITDA.

50
<PAGE>
FUNDS FROM OPERATIONS

The Company computes Funds from Operations in accordance with standards
established by the White Paper on Funds from Operations approved by the Board of
Governors of NAREIT in March 1995 which defines Funds from Operations as net
income (loss) (computed in accordance with GAAP), excluding gains (or losses)
from debt restructuring and sales of property, plus real estate related
depreciation and amortization and after adjustments for unconsolidated
partnerships and joint ventures. Additionally, the Company subtracts the portion
of the management fee which pertains to leasing commissions which is capitalized
in accordance with GAAP. Funds from Operations should not be considered as an
alternative to net income (determined in accordance with GAAP) as a measure of
the Company's financial performance or to cash flow from operating activities
(determined in accordance with GAAP) as a measure of the Company's liquidity,
nor is it indicative of funds available to fund the Company's cash needs,
including its ability to make distributions.

The following is a summary of the Funds from Operations of the Company and a
reconciliation of net income to Funds from Operations for the periods presented:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
($ IN THOUSANDS)
<S> <C> <C> <C>
Funds from Operations............................................................ $ 76,630 $ 64,293 $ 56,886
--------- --------- ---------
--------- --------- ---------
Increase in Funds from Operations from prior period.............................. 19.2% 13.0% --
--------- --------- ---------
--------- --------- ---------
Reconciliation:
Net income..................................................................... $ 27,296 $ 21,846 $ 15,244
Amortization of deferred financing leases...................................... 1,883 1,786 1,679
Plus:
Depreciation and amortization from consolidated properties..................... 38,596 29,150 28,502
The Company's share of depreciation and amortization from unconsolidated real
estate partnerships.......................................................... 11,100 13,010 12,832
Less:
Capitalized leasing omissions.................................................... (1,812) (1,499) (1,371)
Minority interest portion of depreciation and amortization....................... (433) -- --
--------- --------- ---------
Funds from Operations............................................................ $ 76,630 $ 64,293 $ 56,886
--------- --------- ---------
--------- --------- ---------
</TABLE>

51
<PAGE>
PORTFOLIO DATA

REPORTED TENANT SALES VOLUME AND SALES PER SQUARE FOOT. From 1994 to 1996,
reported sales for Mall Stores (other then Eastland Center which was under
redevelopment) increased 14% from $1,348 million to $1,536 million, an average
annual compound growth rate of 7%. Total sales for Mall Stores affect revenue
and profitability levels of the Company because they determine the amount of
minimum rent the Company can charge, the percentage rent it realizes, and the
recoverable expenses (common area maintenance, real estate taxes, etc.) the
tenants can afford to pay.

The following illustrates total sales for Mall Stores (other than Eastland
Center):

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
SALES VOLUME (IN
MILLIONS)
<S> <C>
1994 1,348
1995 1464
1996 1536
</TABLE>

<TABLE>
<CAPTION>
ANNUAL
FOR YEAR ENDED DECEMBER 31, PERCENTAGE INCREASE
- --------------------------------------------------------- TOTAL SALES FOR -------------------
MALL STORES
---------------
(IN MILLIONS)
<S> <C> <C>
1994..................................................... $ 1,348 --
1995..................................................... 1,464 8.6%
1996..................................................... 1,536 4.9%
</TABLE>

Reported sales per square foot for Mall Stores located at Centers under
Westfield Holdings's management (other than Eastland Center which was under
redevelopment) for the years 1994 to 1996 were as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Reported sales per square foot.............................. $ 297 $ 279 $ 263
Increase from prior year.................................... 6.5% 6.1% --
</TABLE>

In 1996, the Centers under Westfield Holdings's management (including the
Acquired Properties as if they were owned by the Company during such period)
reported average Mall Store sales psf of $297 as compared to an industry average
of $278 psf for the same period. (Source: ICSC Monthly Mall Merchandise Index,
February 1997).

As reflected in the above table, the increase in sales per square foot from
1994 to 1996 for Mall Stores located at Centers under Westfield Holdings's
management (other than Eastland Center which was under redevelopment) was 13%.

The Company believes these sales levels enhance the Company's ability to
obtain higher rents from tenants.

52
<PAGE>
LEASING

The amount of leased Mall Store space at Stabilized Centers (including the
Acquired Properties as if they were owned by the Company as of December 31,
1994) increased each year from 88% at December 31, 1994 to 92% at December 31,
1996, excluding temporary leases with durations of less than one year.

TENANT OCCUPANCY COSTS

A tenant's ability to pay rent is affected by the percentage of its sales
represented by occupancy costs, which consist of rent and expense recoveries. As
sales levels increase, if expenses subject to recovery are controlled, the
tenant can pay higher rent. From 1994 to 1996 recoverable expenses remained
relatively constant while sales per square foot continued to increase. This has
permitted rents to increase without raising a tenant's total occupancy cost
beyond its ability to pay.

The following table illustrates occupancy cost as percentage of sales for
reporting tenants for 1996 and 1995:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
Mall Stores
Base rents................................................................. 8.5% 8.7%
Expense recoveries......................................................... 4.7 4.9
--- ---
Total.................................................................... 13.2% 13.6%
--- ---
--- ---
</TABLE>

As a result of these factors, the average effective (base plus percentage)
rents for Mall Stores located at Centers under Westfield Holdings's management
(including the Acquired Properties as if they were owned by the Company as if
they were owned as of December 31, 1994) increased from 1994 to 1996. Average
base rents per square foot of Mall Stores located at Centers under Westfield
Holdings's management increased 8% during this period. The following highlights
this trend:

<TABLE>
<CAPTION>
AVERAGE
EFFECTIVE RENT PER
SQUARE FOOT
----------------------
MALL
AS OF DECEMBER 31, STORES % CHANGE
- --------------------------------------------------------------------------- --------- -----------
<S> <C> <C>
1994....................................................................... $ 25.55 --
1995....................................................................... 26.33 3.1%
1996....................................................................... 27.62 4.9
</TABLE>

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
AVERAGE BASE RENT PER SQUARE FOOT MALL
STORES
<S> <C>
Dollars Per Square Ft
1994 $25
1995 $26
1996 $28
</TABLE>

53
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

On a pro forma basis as of December 31, 1996, after giving effect to the
Offering and the application of the proceeds thereof, the Company's consolidated
indebtedness is expected to be reduced from approximately $770.6 million to
approximately $576.0 million which is all fixed-rate debt. The maturity dates of
such indebtedness range from 1998 to 2014. The Company's ratio of debt-to-Total
Market Capitalization would be approximately % on a pro forma basis as of
December 31, 1996. The interest rate on the fixed-rate debt ranges from 6.15% to
8.09%. See "Debt Summary." After the Offering, scheduled principal amortization
and balloon payments in connection with maturing mortgage indebtedness over the
next five years and thereafter are set forth in the table below:

<TABLE>
<CAPTION>
YEAR
- ------------------------------------------------------------------------------ AMOUNT
--------------
(IN THOUSANDS)
<S> <C>
1997.......................................................................... $ 6,539
1998.......................................................................... 7,022
1999.......................................................................... 194,542
2000.......................................................................... 134,657
2001.......................................................................... 170,157
Thereafter.................................................................... 63,047
</TABLE>

On November 27, 1996 and November 29, 1996, the Company completed structured
deferred interest rate swaps, totaling $90.0 million notional amount where the
Company will receive LIBOR and pay 6.125% for three years beginning February 11,
1999. Additionally, the counterparty received an option to extend the swaps for
an additional two years exercisable on November 12, 1997.

The historical sources of capital used to fund the Company's operating
expenses, interest expense, recurring capital expenditures and non-recurring
capital expenditures (such as major building renovations and expansions) have
been: (i) Funds from Operations, (ii) property financing and (iii) capital
contributions. The Company anticipates that all development projects, expansion
projects and potential acquisitions within the next 12 months will be funded by
external financing sources.

Capital expenditures were $44.1 million, $12.8 million and $32.1 million for
the years ended December 31, 1996, 1995 and 1994, respectively. The following
table shows the components of capital expenditures.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1996 1995 1994
--------- --------- ---------
(IN MILLIONS)
<S> <C> <C> <C>
Renovations and expansions........................................... $ 38.6 $ 4.8 $ 27.1
Tenant allowances.................................................... 4.7 6.3 4.1
Other capital expenditures........................................... 0.8 1.7 0.9
--------- --------- ---------
Total............................................................ $ 44.1 $ 12.8 $ 32.1
--------- --------- ---------
--------- --------- ---------
</TABLE>

Capital expenditures were financed by external funding and recovery of costs
from tenants where applicable.

The Company anticipates that its Funds from Operations will provide the
necessary funds on a short and long-term basis for its operating expenses,
interest expense on outstanding indebtedness and all dividends to the
shareholders in accordance with the REIT Requirements. Sources of recurring and
non-recurring capital expenditures, such as major building renovations and
expansions, as well as for scheduled principal payments, including balloon
payments on outstanding indebtedness are expected to be obtained from: (i)
additional debt financing, (ii) additional equity and (iii) working capital
reserves.

The Company also may obtain additional funds for future acquisitions and
development through borrowings, or the issuance of equity securities or
partnership arrangements. Certain acquisitions may be undertaken through the
issuance of additional equity securities. The Company intends to incur
additional indebtedness in a manner consistent with its policy of maintaining a
debt-to-Total Market Capitalization

54
<PAGE>
ratio of not more than 50%. The Company intends to access debt financing from
the capital markets on a secured or unsecured basis.

As of December 31, 1996, the Company's balance of cash and cash equivalents
was $6.7 million, not including its proportionate share of cash held by
unconsolidated real estate partnerships. In addition, the Company has a $50.0
million unsecured revolving credit facility which on a pro forma basis would
have been fully available at December 31, 1996. The Company expects to utilize
this facility for working capital, capital costs and general corporate purposes.

The Company believes that it will have access to capital resources
sufficient to satisfy the Company's cash requirements and expand and develop its
business in accordance with its strategy for growth for at least 12 months
following the closing of this Offering.

INFLATION

Inflation has remained relatively low during the past three years and has
had a minimal impact on the operating performance of the Properties.
Nonetheless, substantially all of the tenants' leases contain provisions
designed to lessen the impact of inflation. Such provisions include clauses
enabling the Company to receive percentage rentals based on tenants' gross
sales, which generally increase as prices rise, and/or escalation clause, which
generally increase rental rates during the terms of the lease. In addition, many
of the leases are for terms of less than ten years, which may enable the Company
to replace existing leases with new leases at higher base and/or percentage
rentals if rents of the existing leases are below the then-existing market rate.
Substantially all of the leases, other than those for anchors, require the
tenants to pay a proportionate share of operating expenses, including common
area maintenance, real estate taxes and insurance, thereby reducing the
Company's exposure to increases in cost and operating expenses resulting from
inflation.

However, inflation may have a negative impact on some of the Company's other
operating items. Interest and general and administrative expenses may be
adversely affected by inflation as these specified costs could increase at a
rate higher than rents. Also, for tenant leases with stated rent increases,
inflation may have a negative effect as the stated rent increases in these
leases could be lower than the increase in inflation at any given time.

SEASONALITY

The shopping center industry is seasonal in nature, particularly in the
fourth quarter during the holiday season, when tenant occupancy and retail sales
are typically at their highest levels. In addition, shopping malls achieve most
of their temporary tenant rents during the holiday season. As a result of the
above, earnings are generally highest in the fourth quarter of each year.

55
<PAGE>
BUSINESS AND PROPERTIES

GENERAL

The Company's geographically diverse quality portfolio encompasses 13 super
regional shopping centers, six regional shopping centers and three Power
Centers, the May Properties and certain other real estate investments.

THE SHOPPING CENTER BUSINESS

According to the published industry guides, retail shopping centers
accounted for approximately 58% of retail sales in the United States (excluding
sales by automotive dealers and gasoline service stations), or an estimated
$914.2 billion, in 1996. There are various categories of shopping centers,
including, among others, super regional shopping centers which are greater than
800,000 square feet of total gross leasable area, regional shopping centers
ranging from 400,000 to 800,000 square feet of total gross leasable area, and
power centers ranging from 250,000 to 600,000 square feet of total gross
leasable area.

Most regional and super regional shopping centers compete for consumer
retail dollars by offering fashion merchandise, hard goods and services,
generally in an enclosed, climate-controlled environment with convenient
parking. Regional and super regional shopping centers have differing strategies
for price levels depending upon the market demographics, competition and the
merchants and merchandise offered, from very high-end presentations, on the one
extreme, to a strategy of leasing exclusively to promotional, single category
outlet stores, on the other. Super regional centers generally have more variety
and assortment than regional centers.

The Company has 13 super regional shopping centers, with approximately 14.0
million square feet of Total GLA, representing 72.9% of the Total GLA.
Nationwide there are approximately 680 super regional shopping centers,
representing 1.7% of shopping centers across the country.

The Company has six regional shopping centers with approximately 3.7 million
feet of Total GLA, representing 19.5% of the Total GLA. Nationwide there are
approximately 1,235 regional shopping centers representing 3% of shopping
centers across the country.

Power centers tend to have category dominant anchors and few small tenants.
The Company has three Power Centers, including Eastland Center which was
recently converted from a regional shopping center. The Company is also planning
to build a power center on land adjacent to Topanga Plaza and to redevelop the
existing Power Center known as Mission Valley Center-West into a value-oriented
power center. The Power Centers have approximately 1.5 million square feet of
Total GLA, representing 7.6% of Total GLA.

INDUSTRY TRENDS AND THE COMPANY'S MERCHANDISING

The Manager continually monitors and analyzes trends in the Centers and the
industry as a whole. The Manager's in-house research, marketing, merchandising,
and leasing professionals work together to identify retail trends and seek to
merchandise and lease the Centers in response to those market trends. The
following significant industry trends have been identified.

Over the past six years, the Manager has identified a major fashion shift in
ready-to-wear with women's fashion retailers decreasing from approximately 24%
of the Mall GLA to 19.8%. The trend to casual dressing and the resulting
consumer interest in value-oriented ready-to-wear, including casual and athletic
footwear, has changed the nature of fashion in the Centers. The trend has moved
from women's ready-to-wear to unisex apparel with unisex retailers increasing
from 8.2% of Mall GLA to 14.7% over the period. The Manager has sought out
unisex tenants such as Eddie Bauer, J. Crew, The Gap, Banana Republic, American
Eagle and others.

New retailers are revitalizing the merchandise variety available at the
Centers, including The Disney Store, Starbucks, Garden Botanika, Coach Leather,
The Museum Company, Warner Bros., Crate and Barrel, The Nature Company, The
Bombay Company, and California Pizza Kitchen.

56
<PAGE>
Successful retailers (including The Gap, Banana Republic and The Limited)
are expanding their formats into larger stores and combining stores such as The
Gap, Gap Kids and the Baby Gap.

There has been a recent "baby-boom" in the U.S., in years 1989-1993, births
have exceeded four million for the first time since the early 1960's; there are
now 20 million Americans between the ages of four and eight. As a result of this
new "baby-boom," the Manager is making a special effort to attract children's
ready-to-wear (i.e., Gap Kids, Baby Gap, and Gymboree) and related kids'
retailers (toys, software, videos), to its Centers. Marketing has also been
tailored to attract this young market and their parents through strategies such
as "Kids Clubs" and mall promotions.

The Manager is merchandising the Centers today to take advantage of the fast
growing teenage market. There are 37 million teens in the U.S., and there has
been a fashion shift to more stylish, junior ready-to-wear. Also, as the new
"baby-boomers" reach their teenage years the Manager believes such tenants as
Wet Seal, Contempo Casuals, Rampage/Friends, Pacific Sunwear, Claire's Store and
The Limited will benefit from these demographic trends.

The Manager and the Company are optimistic about the future of the regional
shopping center business because the consolidation of the department stores in
recent years provides the Centers with financially stronger anchor stores. Also,
the new innovative retailers entering the Centers offer greater merchandise
selection for the shopper. The Company believes the demographic trends described
above will be beneficial to the fashion retailers in the same manner that the
first generation of "baby-boomers" that were fashion oriented drove the dramatic
growth of the shopping industry in the 1970's and 1980's.

THE CENTERS

As set forth in the following table, the Company's portfolio consists of 13
super regional shopping centers, six regional centers and three Power Centers
located in seven states in the East Coast, the Mid West, and the West Coast
regions of the United States and totalling 19.2 million square feet of GLA. In
addition, the Company has an option to acquire the stock of Westland Realty,
Inc., the holder of an indirect 50% partnership interest in Garden State Plaza
pursuant to the Garden State Option.

57
<PAGE>
CENTER PROFILE
<TABLE>
<CAPTION>
TRADE AREA
POPULATION
MALL STORE (000S)/AVERAGE
TOTAL GROSS GROSS HISTORY AND ANNUAL
SHOPPING CENTER AND PERCENTAGE LEASABLE AREA LEASABLE NO. OF MALL STATUS OF HOUSEHOLD
LOCATION OWNERSHIP SQ.FT. AREA SQ.FT. STORES(1) DEVELOPMENT INCOME $(2)
- --------------------------- ------------ ------------- ----------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
EAST COAST
Annapolis Mall, ........... 30 990,702 408,554 151 Opened 1980 450/
Annapolis, Maryland Redeveloped $63,400
1982/1994

Connecticut Post 100 831,707 438,405 137 Opened 1960 430/
Mall,(3) ................ Redeveloped 1991 $54,600
Milford, Connecticut

Enfield Square,(3) ........ 100 678,822 260,632 81 Opened 1971 312/
Enfield, Connecticut Redeveloped $53,700
1987/1997

Meriden Square, ........... 50 746,695 294,654 113 Opened 1971 396/
Meriden, Connecticut Redeveloped $54,800
1988/1993

Montgomery Mall, .......... 100 1,253,482 467,872 178 Opened 1962 612/
Bethesda, Maryland Redeveloped $79,900
1976/1982/1984
1991

South Shore Mall,(4) ...... 100 1,108,111 370,962 120 Opened 1963 Under 495/
Bay Shore, New York Redevelopment $66,500

Trumbull Shopping Park, ... 100 1,160,716 464,088 176 Opened 1964 536/
Trumbull, Connecticut Redeveloped $71,400
1982/1987/1990
1992/1995
------------- ----------- ---

Total.................. 6,770,235 2,705,167 956
------------- ----------- ---

Garden State Plaza ........ Option to 1,989,096 852,977 294 Opened 1957 1,502/
Paramus, New Jersey Acquire 50% Redeveloped $65,100
1984/1988/1996
Under
Redevelopment

<CAPTION>
SHOPPING CENTER AND
LOCATION MAJOR RETAILERS AND SPECIAL FEATURES
- --------------------------- -------------------------------------
<S> <C>
EAST COAST
Annapolis Mall, ........... Nordstrom, Hecht's, J.C. Penney,
Annapolis, Maryland Montgomery Ward
Connecticut Post Filene's, J.C. Penney, Caldor
Mall,(3) ................
Milford, Connecticut
Enfield Square,(3) ........ Filene's, J.C. Penney. Sears
Enfield, Connecticut scheduled to open Spring 1997.
Meriden Square, ........... Filene's, J.C. Penney, Sears
Meriden, Connecticut
Montgomery Mall, .......... Nordstrom, Hecht's, Sears, J.C.
Bethesda, Maryland Penney
South Shore Mall,(4) ...... Macy's, J.C. Penney, Sears scheduled
Bay Shore, New York to open Fall 1997
Trumbull Shopping Park, ... Macy's, Filene's, Lord & Taylor, J.C.
Trumbull, Connecticut Penney
Total..................
Garden State Plaza ........ Nordstrom, Macy's, Neiman Marcus,
Paramus, New Jersey Lord & Taylor, J.C. Penney
</TABLE>

58
<PAGE>
<TABLE>
<CAPTION>
TRADE AREA
POPULATION
MALL STORE (000S)/AVERAGE
TOTAL GROSS GROSS HISTORY AND ANNUAL
SHOPPING CENTER AND PERCENTAGE LEASABLE AREA LEASABLE NO. OF MALL STATUS OF HOUSEHOLD
LOCATION OWNERSHIP SQ.FT. AREA SQ.FT. STORES(1) DEVELOPMENT INCOME $(2)
- --------------------------- --------------- ------------- ----------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
MID WEST
Mid Rivers Mall, .......... 100 929,185 352,371 142 Opened 1987 265/
St. Peters, Missouri Redeveloped $50,400
1990/1996

South County Center,(3) ... 100 754,063 259,360 102 Opened 1963 430/
St. Louis, Missouri Redeveloped 1979 $45,400

West County Center, ....... 100 583,646 152,590 65 Opened 1969 324/
Des Peres, Missouri Redeveloped 1985 $71,000

West Park Mall, ........... 100 502,856 230,505 82 Opened 1981 231/
Cape Girardeau, Missouri Redeveloped 1984 $30,600

Westland Towne Center, .... 100 470,943 137,520 15 Opened 1960 266/
Lakewood, Colorado Redeveloped $44,300
1981/1994
------------- ----------- ---

Total.................. 3,240,693 1,132,346 406
------------- ----------- ---

WEST COAST

Eagle Rock Plaza, ......... 100 474,230 163,912 63 Opened 1973 525/
Los Angeles, California $50,500

Eastland Center, .......... 100 819,244 617,444 29 Opened 1957 528/
West Covina, California Redeveloped $52,600
1981/1996/1997

Mission Valley 76 1,340,410 508,492 95 Opened 1961 936/
Center,(4) .............. Redeveloped $48,600
San Diego, California 1975/1983
1994/1997

Mission Valley 76 178,624 178,624 34 Opened 1963 936/
Center-West, . Under $48,600
San Diego, California Redevelopment

North County Fair,(5) ..... 45 1,243,551 363,054 168 Opened 1986 743/
Escondido, California $54,700

SHOPPING CENTER AND
LOCATION MAJOR RETAILERS AND SPECIAL FEATURES
- --------------------------- ---------------------------------------
<S> <C>
MID WEST
Mid Rivers Mall, .......... Famous-Barr, Dillard's, Sears, J.C.
St. Peters, Missouri Penney

South County Center,(3) ... Famous-Barr, Dillard's, J.C. Penney
St. Louis, Missouri
West County Center, ....... Famous-Barr, J.C. Penney
Des Peres, Missouri
West Park Mall, ........... Famous-Barr, J.C. Penney, Venture
Cape Girardeau, Missouri
Westland Towne Center, .... Sears, Super Kmart
Lakewood, Colorado

Total..................

WEST COAST
Eagle Rock Plaza, ......... Robinsons-May, Montgomery Ward
Los Angeles, California
Eastland Center, .......... Mervyn's, Target
West Covina, California

Mission Valley Robinsons-May, Macy's, Montgomery Ward,
Center,(4) .............. AMC 20-screen theater, Nordstrom Rack
San Diego, California

Mission Valley
Center-West, .
San Diego, California
North County Fair,(5) ..... Nordstrom, Robinsons-May (2), Macy's,
Escondido, California J.C. Penney, Sears
</TABLE>

59
<PAGE>
<TABLE>
<CAPTION>
TRADE AREA
POPULATION
MALL STORE (000S)/AVERAGE
TOTAL GROSS GROSS HISTORY AND ANNUAL
SHOPPING CENTER AND PERCENTAGE LEASABLE AREA LEASABLE NO. OF MALL STATUS OF HOUSEHOLD
LOCATION OWNERSHIP SQ.FT. AREA SQ.FT. STORES(1) DEVELOPMENT INCOME $ (2)
- --------------------------- --------------- ------------- ----------- --------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Plaza Bonita, ............. 100 822,075 313,248 135 Opened 1981 696/
National City, California $41,800

Plaza Camino Real, ........ 40 1,152,194 433,984 155 Opened 1969 475/
Carlsbad, California Redeveloped $52,300
1979/1989

The Plaza at West 100 1,233,582 585,488 194 Opened 1975 679/
Covina, ................. Redeveloped $54,900
West Covina, California 1990/1993

Topanga Plaza, ............ 42 1,085,038 373,006 130 Opened 1964 846/
Canoga Park, California Redeveloped $66,900
1984/1992/1994

Vancouver Mall, ........... 50 870,141 328,575 156 Opened 1977 278/
Vancouver, Washington Redeveloped $43,500
1979/1993
------------- ----------- -----

Total(1)............... 9,219,089 3,865,827 1,159
------------- ----------- -----

Grand Total(4)....... 19,230,017 7,703,394 2,521
------------- ----------- -----
------------- ----------- -----

<CAPTION>
SHOPPING CENTER AND
LOCATION MAJOR RETAILERS AND SPECIAL FEATURES
- --------------------------- ---------------------------------------
<S> <C>
Plaza Bonita, ............. Robinsons-May, J.C. Penney, Montgomery
National City, California Ward and Mervyn's
Plaza Camino Real, ........ Macy's (2), Robinsons-May, Sears, J.C.
Carlsbad, California Penney
The Plaza at West Robinsons-May, Macy's, Sears, J.C.
Covina, ................. Penney
West Covina, California
Topanga Plaza, ............ Nordstrom, Robinsons-May, Sears,
Canoga Park, California Montgomery Ward
Vancouver Mall, ........... Nordstrom, Meier & Frank, Sears, J.C.
Vancouver, Washington Penney, Mervyn's
Total(1)...............
Grand Total(4).......
</TABLE>

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

(1) Includes vacant stores.

(2) U.S. national average household income $44,799. All figures are 1994
estimates provided by Equifax National Decisions Systems.

(3) The Company's interest in this Center includes certain incidental long-term
ground leases.

(4) After giving effect to the South Shore Mall redevelopment anticipated to be
completed in Fall 1997.

(5) The Joint Venture which owns this Center leases it from the City of
Escondido pursuant to a 50-year ground lease which expires in 2033.

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<PAGE>
The following table sets forth the number of Centers in each State and the
Total GLA per State for such Centers.

<TABLE>
<CAPTION>
% OF TOTAL
STATE OF SHOPPING CENTER LOCATIONS NO. OF SHOPPING CENTERS TOTAL GLA GLA
- --------------------------------------------------- ----------------------- ---------- ---------------
<S> <C> <C> <C>
California......................................... 9 8,348,900 43%
Colorado........................................... 1 470,900 2
Connecticut........................................ 4 3,417,900 18
Maryland........................................... 2 2,244,200 12
Missouri........................................... 4 2,769,800 14
New York........................................... 1 1,108,100 6
Washington......................................... 1 870,100 5
</TABLE>

Business highlights of the operation and performance of the Centers include
the following:

- Successful redevelopment of a number of the Centers has generated
increased returns. The Company is in the process of redeveloping South
Shore Mall and anticipates that the redevelopment of Mission Valley
Center--West will commence in the second quarter on 1997. In addition, the
Company is currently planning the redevelopment of eight additional
Properties.

- In 1996, the Centers under Westfield Holding's management (excluding
Eastland Center which is under redevelopment) reported average Mall Stores
sales psf of $297 as compared to an industry average of $278 psf for the
same period (Source: ICSC Monthly Mall Merchandise Index, February 1997).

- Mall GLA at Stabilized Centers was leased 92% as of December 31, 1996.

- Upon completion of construction at Shore Mall and Enfield Square, 17 of
the 19 Regional Centers will have three or more Anchors. The quality and
the number of Anchors both enhances the Centers' competitive position with
existing properties and makes the development of competing centers in the
same trade area less likely.

- A significant concentration of Centers in California (43% of the Total GLA
of the Centers as of December 31, 1996) provides an excellent opportunity
to take advantage of that state's recent economic recovery.

- All of the Regional Centers are located on major road systems, primarily
in major metropolitan areas, including suburbs of Los Angeles and San
Diego, California, Hartford, Connecticut, Portland, Oregon, St. Louis,
Missouri, Washington, D.C., and Long Island, New York, providing easy
access and high visibility and creating a competitive advantage for the
Company.

- The Centers have 74 Anchors operating under 18 trade names. The portfolio
includes 20 May Company (Famous-Barr, Filene's, Hecht's, Lord & Taylor,
Meier & Frank, and Robinsons-May), 16 J.C. Penneys, 11 Sears, seven
Federated (Macy's) and five Nordstrom stores, in addition to other major
Anchors include Dillard's, Dayton Hudson (Mervyn's, Target) and Montgomery
Ward. The Manager's strong relationships with these Anchors enhance the
Company's opportunities by providing substantial pre-leasing of new
projects, lease-up of existing space, improved tenant retention and
releasing opportunities.

- Montgomery Mall is the Company's largest Center, was 95% leased as of
December 31, 1996, and had effective rents psf of $38 and average mall
store sales psf of $405, for the year ended December 31, 1996.

- Most of the Centers' Mall GLA is leased to national and regional chains,
including Abercrombie & Fitch, Baker's Shoes, Banana Republic, Bath & Body
Works, CVS, Eddie Bauer, Express, Foot

61
<PAGE>
Locker, Gap Kids, J. Riggins, JW, Kay Bee Toys & Hobby, Kinney Shoes, Lane
Bryant, Lerner's, Limited Too, Oaktree, The Body Shop, The Disney Store,
The Gap, The Limited, Structure, Victoria's Secret and Warner Bros.

- In 1996, the Centers under Westfield Holdings Management derived
approximately 95% of their base rents from Mall Stores. Mall Stores
occupied approximately 40.1% of the Total GLA, and the balance of Total
GLA was represented by Anchors and outparcel stores. No single retailer
accounted for more than 5% of Mall GLA or more than 6% of the Company's
1996 annualized effective rent (I.E., base plus percentage rent), except
for The Limited Stores, a clothing retailer, which occupied approximately
10% of Mall GLA and accounted for 11% of the 1996 Mall Store annualized
effective rent.

THE EAST COAST PROPERTIES

The East Coast portfolio consists of four Centers in Connecticut, two in
Maryland and one in New York. The East Coast properties are well located in
areas with a large populations and generally middle to high incomes. Connecticut
has a population of more than 3.3 million, Long Island, New York has 2.7 million
and the greater Washington, D.C. area has 5.2 million people. Many of the
Centers have significant development opportunities over the next 10 years. While
competition is generally strong, Centers such as Annapolis Mall, Montgomery Mall
and Trumbull Shopping Park have established a competitive advantage because of
their strong department store and specialty store tenant mix. For example,
Montgomery Mall is differentiated from its competition by having the only
Nordstrom store in its market and a distinctive tenant mix. Annapolis Mall, with
its upscale suburban market, has the only Nordstrom store in its Primary Trade
Area.

CONNECTICUT SUPER REGIONAL SHOPPING CENTERS

CONNECTICUT POST MALL. Connecticut Post Mall is located in Milford,
Connecticut, at the intersection of Interstate 95 and Boston Post Road, and has
a significant market share of the greater New Haven market. The Center, which
opened in 1960, was last redeveloped in 1991 by adding J.C. Penney, Filene's and
a new food court. The enclosed, two-level mall has 831,707 square feet of Total
GLA on a 78-acre site, with 137 Mall Stores and three Anchors: Filene's, J.C.
Penney and Caldor. The Company anticipates that further redevelopment could
include the addition of up to two more anchors and additional Mall GLA. The
Company owns 100% of the Center.

TRUMBULL SHOPPING PARK. Trumbull Shopping Park is located in Trumbull,
Connecticut, near the Merritt Parkway and serves the affluent Fairfield County
communities. The Center, which opened in 1962, has undergone multiple
redevelopments, including a significant redevelopment in 1992 which added Lord &
Taylor and 10,000 square feet of additional Mall GLA. The two-level Center has
approximately 1.2 million square feet of Total GLA on a 76-acre site, with 176
Mall Stores and four Anchors: Macy's, Filene's, Lord & Taylor and J.C. Penney.
The Company believes that there is redevelopment potential with the addition of
a third level of specialty stores. The Company owns 100% of the Center.

CONNECTICUT REGIONAL SHOPPING CENTERS

ENFIELD SQUARE. Enfield Square is located in Enfield, Connecticut, 15 miles
north of downtown Hartford, Connecticut, along Interstate 91 and serves North
Hartford County. The Center, which opened in 1971, was last renovated in 1987,
and is currently under redevelopment with the addition of Sears as a new anchor
scheduled for Spring 1997. Upon completion of redevelopment, the one-level
Center will have 678,822 square feet of Total GLA on a 79-acre site, with 81
Mall Stores and three Anchors: Filene's and J.C. Penney and a new Sears store.
The Company believes that potential redevelopment exists for a possible fourth
anchor and an additional Mall GLA. The Company owns 100% of the Center.

MERIDEN SQUARE. Meriden Square is located in Meriden, Connecticut, 20 miles
southwest of downtown Hartford, Connecticut, and serves New Haven County. The
Center, which opened in 1971, was last redeveloped in 1993 with the addition of
Sears and 100,000 square feet of Mall GLA. This two-level Center

62
<PAGE>
has 746,695 square feet of Total GLA on a 62-acre site, with 113 Mall Stores and
three Anchors: Filene's, J.C. Penney and Sears. The Company believes that
further redevelopment may include the addition of a fourth anchor and an
expansion of Mall GLA.

The Company is a 50% general partner in Meriden Square, under a partnership
agreement expiring in 2058 with two entities that together comprise the other
50% general partnership interest. Each partner may only sell the Center with the
consent of the other or after offering its interest to the other partner where
the partner elects not to purchase. The Center is managed by the Manager.

MARYLAND/WASHINGTON, D.C. SUPER REGIONAL SHOPPING CENTERS

ANNAPOLIS MALL. Annapolis Mall is located in Annapolis, Maryland, the home
of the U.S. Naval Academy and a popular tourist destination, 20 miles east of
the Washington, D.C. metropolitan area. The Center, which opened in 1980, was
redeveloped in 1994 with the addition of Nordstrom and 100,000 square feet of
Mall GLA. At that time the Center was also renovated and repositioned with
upscale specialty stores to complement Nordstrom. The 1994 redevelopment and
repositioning significantly expanded the Center's trade area and enabled
Annapolis Mall to hold a significant market share. The one-level Center has
990,702 square feet of Total GLA on a 90-acre site, with 151 Mall Stores and
four Anchors: Hecht's, Montgomery Ward, J.C. Penney and Nordstrom. There is
early redevelopment planning for the addition of a fifth anchor. The Company
believes that two additional anchors and Mall GLA can be added to the Center.

The Company is a 30% Joint Venture partner in Annapolis Mall. Under the
terms of the partnership agreement expiring May 1, 2078, neither joint venture
partner may dispose of an interest except (i) to an affiliate, (ii) in
connection with the merger, consolidation, or sale or substantially all the
assets or (iii) subject to a right of first refusal. The agreement contains
buy-sell provisions with respect to partnership interests in the event of a
deadlock as to the sale of the Center, refinancing or the identity of a
department store operator. Neither joint venture partner may mortgage its
partnership interest.

MONTGOMERY MALL. Montgomery Mall is located in Bethesda, Maryland, and
serves Montgomery County. The Center, which opened in 1968, was expanded and
redeveloped in 1991 with the addition of a Nordstrom and a new fashion retail
wing. The repositioning of the Center includes serving the high income
demographics of the market and additional upscale merchandise to better
compliment Nordstrom. The Center has approximately 1.25 million square feet of
Total GLA on a 58-acre site, with 178 Mall Stores and four Anchors: Nordstrom,
Hecht's, Sears and J.C. Penney. The Center has the most significant market share
of the super regional shopping centers serving Montgomery County in Maryland.
The Company believes that additional anchors and Mall GLA can be added to the
Center. The Company owns 100% of the Center.

NEW YORK SUPER REGIONAL CENTER

SOUTH SHORE MALL. South Shore Mall is located in Bay Shore, New York in
Long Island near the Sunrise Highway. The Center, which opened in 1963, is
presently being expanded with a new Sears and 40,000 square feet of Mall GLA. As
part of its expansion, the Center is being renovated. The redevelopment is
expected to be completed in 1997. Upon completion of the redevelopment, the
Center will have approximately 1.1 million square feet of Total GLA on a 84-acre
site, with 120 Mall Stores and three Anchors: J.C. Penney, Macy's and the new
Sears store. The Company owns 100% of the Center.

THE MID WEST PROPERTIES

The Mid West portfolio consists of four Centers in Missouri and one in
Denver, Colorado. All the Missouri Centers are easily accessible to and readily
visible from major interstate highways. Three of the Mid West Properties are
located in the St. Louis metropolitan area which has a population of more than
2.5 million.

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<PAGE>
MISSOURI/ST. LOUIS SUPER REGIONAL CENTER

MID RIVERS MALL. Mid Rivers Mall is located on Interstate 70 in St. Charles
County in the St. Peters, Missouri metropolitan area. The Center, which opened
in 1987, was redeveloped in 1990, and again in 1996. The 1996 redevelopment
resulted in an addition of 40,000 square feet of Mall GLA and added J.C. Penney.
The two-level Center has 929,185 square feet of Total GLA on a 79-acre site,
with 142 Mall Stores and Anchors all four major department stores that serve St.
Louis: Famous-Barr, Dillard's, Sears and J.C. Penney. The Company owns 100% of
the Center.

MISSOURI/ST. LOUIS REGIONAL CENTERS

SOUTH COUNTY CENTER. South County Center is located at the intersection of
Interstate 270 and Interstate 55 in St. Louis, Missouri, and serves the south
St. Louis and South County markets. The two-level Center, which opened in 1963,
has 754,063 square feet of Total GLA on a 64.6-acre site, with 102 Mall Stores
and three Anchors: Famous-Barr, Dillard's and J.C. Penney. Substantial
redevelopment planning is proceeding for the addition of a fourth anchor and
additional specialty stores. The Company owns 100% of the Center.

WEST COUNTY CENTER. West County Center is located in Des Peres, Missouri,
on Interstate 270 and serves the affluent west county suburbs of St. Louis
County. The Center, which opened in 1969, has 583,646 square feet of Total GLA
on a 65-acre site, with 65 Mall Stores and two Anchors: Famous-Barr and J.C.
Penney. Substantial redevelopment planning is proceeding for the addition of a
fashion anchor, additional Mall GLA and the redevelopment of the existing Mall
GLA. The Company owns 100% of the Center.

WEST PARK MALL. West Park Mall is located in southeast Missouri in Cape
Girardeau. The Center serves a geographically large Primary Trade Area and is
the only regional shopping center in southeast Missouri. The Center, which
opened in 1981, was remodeled and expanded in 1984. The one-level Center has
502,856 square feet of Total GLA on a 65.6-acre site, with 82 Mall Stores and
three Anchors: Famous-Barr, J.C. Penney and Venture. The Company believes that
there is redevelopment potential for another anchor. The Company owns 100% of
the Center.

DENVER POWER CENTER

WESTLAND TOWNE CENTER. Westland Towne Center is located to the west of
downtown Denver in suburban Lakewood, Colorado. The Center, which opened in
1960, was redeveloped into a power center in 1994. The Center has 470,943 square
feet of Total GLA on a 45.6-acre site, with 15 Mall Stores and is anchored by a
Super K-mart (approximately 191,000 square feet) and a Sears store. The 1994
redevelopment repositioned the Center to better serve the middle income west
Denver market. No further redevelopment is currently planned. The Company owns
100% of the Center.

THE WEST COAST PROPERTIES

The West Coast portfolio consists of nine Centers in California and one in
Vancouver, Washington. With a population of more than 15.6 million, the Los
Angeles properties serve a broad customer base. The San Diego properties serve a
growing market with a base of 2.7 million people. The California properties are
well located with good access to major highways and are well positioned to take
advantage of the economic recovery taking place in California. Vancouver Mall is
in the Portland/Vancouver market which has a population of 1.7 million.

CALIFORNIA SUPER REGIONAL CENTERS

MISSION VALLEY CENTER. Mission Valley Center is located in Mission Valley
in the heart of San Diego County, and is easily accessible from Interstates 8,
805 and 5. The one-level, open-air Center, which opened in 1961, was redeveloped
and strategically repositioned in 1996-7. A new 20-screen AMC theater

64
<PAGE>
which opened in 1995 drew over 2 million theater-goers in its first year, making
it one of the top five movie theaters in the United States. As part of the
redevelopment, a major mall concourse was redeveloped with Category Killers,
including Bed Bath & Beyond, Loehmann's, Michaels and Nordstrom Rack. Theme
restaurants including Jr. Seau's, Canyon Cafe and Wolfgang Puck's Cafe have been
added to the Center. The repositioning of the Center allows it to better serve
its large middle class market. The Center has over 1.3 million square feet of
Total GLA on a 58.8-acre site, with 95 Mall Stores and three Anchors:
Robinsons-May, Montgomery Ward and Macy's.

The Company owns 75.8% of the Mission Valley partnership and is the sole
general partner. Under the terms of the partnership agreement, which terminates
on October 8, 2007, a partner may not transfer its interest, other than to an
affiliate, without the consent of the other partners.

NORTH COUNTY FAIR. North County Fair serves the north San Diego County
market along Interstate 15. The three-level Center, which opened in 1986, has
over 1.2 million square foot of Total GLA on a 83.0-acre site, with 168 Mall
Stores and six Anchors: Nordstrom, two Robinsons-May, Macy's, J.C. Penney and
Sears. The Center has a significant position in the upper middle class trade
area. The Center is leased from the city of Escondido under a 50-year lease
which expires in 2033.

North County Fair is the only Center not managed by Westfield Holdings. The
Company is a 45% limited partner in North County Fair. Under the terms of the
partnership agreement terminating on June 30, 2033, a partner may not transfer
its interest except to (i) an affiliate, (ii) a third party, subject to a right
of first refusal or (iii) a successor by merger or purchase of all the assets.

PLAZA BONITA. Plaza Bonita is located in the south bay area of San Diego
County along Interstate 5, eight miles from the Mexican border. This two-level
Center, which opened in 1981, has 822,075 square feet of Total GLA on a
70.4-acre site, with 135 Mall Stores and four Anchors: Robinsons-May, J.C.
Penney, Montgomery Ward and Mervyn's. Further redevelopment on a fifth pad may
include an additional anchor or specialty shops. The Company owns 100% of the
Center.

PLAZA CAMINO REAL. Plaza Camino Real is located in northern San Diego
County near the intersection of Highway 78 and El Camino Real and serves the
tri-city area of Carlsbad, Vista and Oceanside. This Center, which opened in
1969, was last redeveloped in 1989. The two-level Center has over 1.1 million
square feet of Total GLA on a 92.9-acre site, with 155 Mall Stores and five
Anchors: two Macy's, Robinsons-May, J.C. Penney and Sears. The Company believes
the Center has redevelopment potential with the inclusion of theaters,
restaurants or, possibly, Category Killers.

The Company is the 40% general partner in Plaza Camino Real. Under the terms
of the partnership agreement terminating in 2065, the consent of a majority
interest of limited partners is generally required for any transfer by the
Company of its interest in the Center.

THE PLAZA AT WEST COVINA. The Plaza at West Covina is located in West
Covina, California, Los Angeles County on Interstate 10 (the San Bernardino
Freeway). The Center is the leading super regional center serving the San
Gabriel Valley. The Center, which opened in 1975, was renovated in 1990 and in
1993 a Robinsons-May store and 100,000 square feet of Mall GLA was added to the
Center. In 1996, the former Broadway store converted into a new Sears, the
Bullock's converted into Macy's and the Company added a 50,000-square foot
Oshman's Super Store. The Center has over 1.2 million square feet of Total GLA
on a 70.4-acre site, with 194 Mall Stores and four Anchors: Robinsons-May,
Macy's, Sears and J.C. Penney. The Company owns 100% of the Center.

TOPANGA PLAZA. Topanga Plaza is located in Warner Center in the West San
Fernando Valley, in Los Angeles, California. The Center, which opened in 1964,
was renovated and repositioned in 1994 with an upscale merchandise mix including
Crate & Barrel, Guess, The Museum Company, and Warner Bros. A Sears opened in
late 1996, replacing a Broadway store. The Center has the only Nordstrom in the
west San Fernando Valley and attracts a high-income customer base. The two-level
Center has approximately 1.1 million square feet of Total GLA on a 58.7-acre
site, with 130 Mall Stores and four Anchors: Nordstrom,

65
<PAGE>
Robinsons-May, Sears and Montgomery Ward. The Company believes the Center has
redevelopment potential with up to two additional department stores and
additional Mall GLA.

The Company is a 42% general partner in Topanga Plaza; the Outside Partner
is a 58% general partner. Under the terms of the partnership agreement, which
expires December 31, 2035, until December 31, 1998, the Company's joint venture
partner has the sole right to cause the Center to be sold, subject to a right of
first refusal by the Company; after January 1, 1999, either partner may cause
the Center to be sold subject to a right of first refusal by the other.

CALIFORNIA REGIONAL CENTER

EAGLE ROCK PLAZA. Eagle Rock Plaza is located southeast of Glendale,
California in Los Angeles County at Colorado Boulevard and the Glendale Freeway.
The two-level Center, which opened in 1973, has 474,230 square feet of Total GLA
on a 22-acre site, with 63 Mall Stores and two Anchors: Robinsons-May and
Montgomery Ward. Future redevelopment and repositioning may include an
additional anchor and a Category Killer. The Company owns 100% of the Center.

CALIFORNIA POWER CENTERS

EASTLAND CENTER. Eastland Center is located on Interstate 10 in Los Angeles
County. Redevelopment of the Center, which opened in 1957, is substantially
complete. The Center has been repositioned as a power center and offers
value-oriented shopping with Ross Dress for Less, Office Depot, Old Navy,
Marshall's and a Babies 'R Us. The Center has 819,244 square feet of Total GLA
on a 57.7-acre site with 29 Mall Stores and is anchored by Mervyn's and a new
Target. The Center also has a major grocery store and drugstore. The Company
owns 100% of the Center.

MISSION VALLEY CENTER-WEST

MISSION VALLEY CENTER-WEST. The Center is a strip center, located on and
visible from Interstate 8, adjacent to the super regional Mission Valley Center.
The Center, which opened in 1963, has 178,624 square feet of Total GLA, 34 Mall
Stores and several value tenants, offices and outparcels. The Company plans to
build a new power center with value-oriented retailers complementing the newly,
repositioned Mission Valley Center and strengthening the retail hub created by
the two Centers.

Mission Valley Center-West is owned by the same partnership that owns
Mission Valley Center.

WEST VALLEY

West Valley is located in Canoga Park, California, and is adjacent to
Topanga Plaza. The Property is predominantly vacant land with a few outparcels
that have been developed. The Company plans to redevelop the property into a
power center with value-oriented retailers. The property has 36.6 acres with
excellent visibility and position in Warner Center.

The Company is a 42.5% general and limited partner in West Valley under the
terms of the partnership agreement which terminates on December 31, 2015; the
Outside Partner is a 57.5% partner.

WASHINGTON SUPER REGIONAL CENTERS

VANCOUVER MALL. Vancouver Mall, is located in Vancouver, Washington in
Clark County, a growing suburb of the Portland, Oregon metropolitan area. The
Center, which opened in 1977, was recently renovated and redeveloped by adding a
food court in 1993. The two-level Center has 870,141 square feet of Total GLA on
a 97.2-acre site, with 156 Mall Stores and five Anchors: Meier & Frank,
Nordstrom, Sears, J.C. Penney and Mervyn's. Expansion of current department
stores is planned to solidify the Center's position within its market.

The Company is a 50% general partner in Vancouver Mall; the Outside Partner
is also a 50% general partner. Under the terms of the partnership agreement,
terminating September 28, 2074, the Company's

66
<PAGE>
joint venture partner may only sell its interest (other than through a right of
first refusal) to an affiliate or in connection with a merger, consolidation or
sale of substantially all of its assets. Notwithstanding any other provision,
the partners together may not sell more than 50% of the partnership interest in
a year. There are buy-sell provisions regarding the property, the price being
set by the offeror. The Company's joint venture partner may buy out the Company
in certain circumstances (such as bankruptcy) at the fair market value, which is
determined by appraisal procedures. Neither partner may mortgage its partnership
interest.

ANCHORS

Anchors generally are department stores whose merchandise appeals to a broad
range of shoppers and traditionally have been a major factor in the public's
perception of a shopping center. Although the Centers receive a smaller
percentage of their operating income from Anchors than from Mall Stores, the
Company believes that the Anchors at a Center help to generate customer traffic
and therefore make a Center a desirable location for Mall Store tenants.

Anchors and the owner of a shopping center usually enter into agreements,
generally referred to as "reciprocal easement agreements" or "REAs," covering,
among other things, operational matters, initial construction and future
expansion. Anchors generally retain certain rights to approve or disapprove
future renovations or expansions of the shopping center, and the REAs usually
are recorded as encumbrances on all of the real property within the shopping
center. Many of the Anchors own their stores, the land under them and adjacent
parking areas. Others enter into long-term leases at rents that are lower than
the rents generally charged to Mall Store tenants.

Anchors at the Centers occupy approximately 11.5 million square feet of
Total GLA, or 59.9% of Total GLA, and accounted for less than 8.2% of the
Company's total revenue in 1996. Anchors range in size from approximately 72,000
to 363,000 square feet, with an average of approximately 156,000 square feet.
The Centers have 74 Anchors operating under 18 trade names. Excellent
relationships have been established with major Anchors, including
Dayton-Hudson's, Dillard's, Federated, J.C. Penney, May Company, Montgomery
Ward, Nordstrom and Sears. These relationships, combined with Westfield
Holdings's experience in management and development, enhance the Company's
development activities by permitting substantial pre-leasing of new projects,
lease-up of existing space and releasing opportunities.

67
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The following table indicates the parent company of each Anchor, the number
of stores owned or leased by each Anchor in the Centers, Total GLA and the
percentage of Total GLA as of December 31, 1996.

<TABLE>
<CAPTION>
TOTAL GLA 1996
NUMBER OF (000S/SQ. PERCENTAGE OF TOTAL ANNUALIZED
NAME ANCHOR STORES(1) FT.) TOTAL GLA BASE RENT (000S)
- ------------------------------------------------- --------------------- ------------- --------------- -----------------
<S> <C> <C> <C> <C>
May Department Stores
Robinsons-May.................................. 8 1,520 7.9% $ 113
Famous-Barr.................................... 4 693 3.6 264
Filene's....................................... 4 705 3.7 479
Hecht's........................................ 2 416 2.2 --
Meier & Frank.................................. 1 118 0.6 --
Lord & Taylor.................................. 1 118 0.6 --
--
------ --- ------
Sub-Total........................................ 20 3,570 18.6 856
--
------ --- ------
J.C. Penney.................................... 16 2,415 12.6 1,653
Sears.......................................... 11 1,657 8.6 60
Macy's......................................... 7 1,269 6.6 1,546
Montgomery Ward................................ 5 790 4.1 207
Nordstrom...................................... 5 730 3.8 777
Dayton Hudson
Mervyn's..................................... 3 248 1.3 --
Target Discount.............................. 1 122 0.6 63
--
------ --- ------
Sub-Total...................................... 4 370 1.9 63
--
------ --- ------
Dillard's...................................... 2 290 1.5 15
Caldor......................................... 1 86 0.4 210
Venture........................................ 1 81 0.4 --
AMC Theater.................................... 1 76 0.4 761
K-mart......................................... 1 191 1.0 1,517
--
------ --- ------
Total.......................................... 74 11,525 59.9% $ 7,665
--
--
------ --- ------
------ --- ------
</TABLE>

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

(1) Figures include anchors at North County Fair.

No single anchor accounted for more than 8.6% of Total GLA as of December
31, 1996 at the Centers, except for the May Company which accounted for 18.6% of
Total GLA and J.C. Penney which accounted for 12.6% of Total GLA.

MALL STORES

The Centers have approximately 2,500 Mall Stores. As of December 31, 1996,
national or regional chains leased approximately 90% of the Mall GLA. The five
Mall Stores retailers accounting for the largest percentage of Mall Store
effective rent in 1996 were: The Limited Stores (Abercrombie & Fitch, The
Limited, Limited Express, Lane Bryant, Lerner's, Structure, Victoria's Secret),
The Woolworth Corporation (Footlocker, Kinney Shoes and others), The Gap (The
Gap, Gap Kids, Banana Republic), Barnes and Noble, and Casual Corner.

In 1996, the Centers under Westfield Holding's management (excluding
Eastland Center which is under redevelopment) reported average Mall Store sales
psf of $297 as compared to an industry average of $278 psf for the same period.
(Source: ICSC Monthly Mall Merchandiser Index, February 1997).

In 1996, the Centers derived approximately 95% of their base rents from Mall
Stores, which occupied approximately 40% of the Centers' Total GLA. No Mall
Store retailer accounted for more than 5% of Mall GLA or more than 6% of the
1996 annualized effective rent (I.E., base plus percentage) at the Centers,
except for The Limited Stores, a clothing retailer, which occupied 10% of Mall
GLA, and accounted for

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<PAGE>
11% of the 1996 total Mall Store annualized effective rent as of December 31,
1996 (in each case excluding North County Fair).

The following table sets forth, as of December 31, 1996, certain information
with respect to the ten largest Mall Store tenants (through their various
operating divisions) in terms of Mall GLA.

<TABLE>
<CAPTION>
TOTAL 1996
NUMBER OF MALL GLA EFFECTIVE PERCENTAGE OF
MALL STORES (SQUARE PERCENTAGE OF RENT TOTAL MALL STORE
TENANT LEASED(1) FEET)(1) MALL GLA(1) (THOUSANDS)(1) EFFECTIVE RENT(1)
- ------------------- --------------- --------------- ----------------- ------------- ---------------------
<S> <C> <C> <C> <C> <C>
Limited Stores..... 96 740,697 10% $ 15,433 11%
Woolworth.......... 115 378,179 5 8,094 6
The Gap............ 16 125,884 2 2,946 2
Casual Corner...... 25 94,694 1 2,139 2
Barnes and Noble... 27 84,545 1 2,492 2
Trans World........ 12 75,859 1 1,793 1
Edison Brothers.... 36 73,740 1 1,751 1
Eddie Bauer........ 11 67,408 1 2,026 1
Kay Bee Toys &
Hobby............. 17 66,298 1 1,642 1
Musicland.......... 16 63,735 1 1,872 1
-- --
--- --------------- -------------
Total.............. 371 1,771,039 24% $ 40,188 28%
-- --
-- --
--- --------------- -------------
--- --------------- -------------
</TABLE>

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

(1) Excludes North County Fair.

SALES

"Total sales" accounts for a portfolio's ability to generate sales over its
total square footage and is affected by occupancy. Total sales for Mall Stores
(including North County Fair) was in excess of $1.5 billion in 1996 and
represented a compound annual growth rate of 6.7% between 1994 (when Westfield
Holdings began managing the Company) and 1996.

The table below sets forth Mall Store sales for Centers in the East Coast,
the Mid West and the West Coast regions of the United States.

<TABLE>
<CAPTION>
EAST COAST CENTERS MID WEST CENTERS WEST COAST CENTERS TOTAL CENTERS
------------------------------ ---------------------------- -------------------------- --------------------------
PERCENTAGE PERCENTAGE PERCENTAGE TOTAL PERCENTAGE
SALES(1) INCREASE SALES(1) INCREASE SALES(1) INCREASE SALES(1) INCREASE
YEAR (MILLIONS) (DECREASE) (MILLIONS) (DECREASE) (MILLIONS) (DECREASE) (MILLIONS) (DECREASE)
- ---------- ----------- ----------------- ----------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1994...... $ 667 -- $ 168 -- $ 513 -- $ 1,348 --
1995...... 699 4.8% 174 3.6% 621 21.1% 1,494 10.8%
1996...... 700 -- 177 1.7 659 6.1 1,536 2.8
</TABLE>

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

(1) Sales are based on reports by Mall Stores reporting sales and excludes
Centers under redevelopment.

69
<PAGE>
LEASING

Leased percentages are calculated on the basis of signed leases under which
the Company at the time of determination will be receiving rents for a period of
12 consecutive months starting on the date of calculation. The following table
sets forth leased status for the Centers in the East Coast, the Mid West and the
West Coast regions of the United States (excluding Centers under redevelopment
and North County Fair).

<TABLE>
<CAPTION>
EAST COAST MID WEST WEST COAST TOTAL
DECEMBER 31 CENTERS CENTERS CENTERS CENTERS
- -------------------------------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
1994............................ 94% 88% 83% 88%
1995............................ 92 92 89 90
1996............................ 92 93 92 92
</TABLE>

COSTS OF OCCUPANCY

Management believes that in order to continue to increase Funds from
Operations, Mall Store tenants must be able to operate profitably. A major
factor contributing to tenant profitability is cost of occupancy. Management
believes that the occupancy costs for Mall Stores in the Centers are competitive
within the respective markets serviced by the Centers, thereby giving the
Company an opportunity to increase minimum rents.

The following table sets forth certain information relating to occupancy
costs in the Centers (including all Mall Store tenants reporting sales).

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
---------------------------------------
DECEMBER 31, 1996 DECEMBER 31, 1995
-------------------- -----------------
<S> <C> <C>
Sales (in thousands)..................................................... $ 1,375,276 $ 1,293,104
Occupancy Costs as a Percentage of Sales:
Base Rents............................................................. 8.5% 8.7%
Expense Recoveries..................................................... 4.7 4.9
----------- -----------------
Total................................................................ 13.2% 13.6%
----------- -----------------
----------- -----------------
</TABLE>

LEASES

Generally the Mall Store leases are for ten-year terms at inception and the
leases provide for tenants to pay rent comprised of two elements. The first
element is fixed "base" or "minimum" rent, often subject to step increases
according to a schedule agreed upon at the time of lease inception. The second
element of rent is additional rent based upon a percentage of a tenant's gross
sales in excess of a minimum annual amount. In some cases, tenants only pay a
fixed base rent and, in a few cases, tenants only pay percentage rent.

Virtually all of the leases for Mall Stores contain provisions that allow
the Center to recover certain operating costs and expenses with respect to the
common areas (including parking facilities), all buildings, roofs and facilities
within the Centers, as well as insurance and property taxes. As a result of the
foregoing, the Centers recovered approximately 101% of these costs and
expenditures in 1996.

LEASE EXPIRATIONS

The expiration of leases presents shopping center owners with the
opportunity to increase base and percentage rents, modify lease terms and
conditions, improve tenant mix, relocate existing tenants, reconfigure or expand
tenant spaces and introduce new retailers and retail concepts to the shopping
center. The Company endeavors to increase base rent levels in the Centers in
part through negotiating terminations of leases of under performing tenants and
renegotiating existing leases.

70
<PAGE>
The following table shows scheduled lease expirations as of December 31,
1996 for the next ten years for the Centers' Mall Stores (excluding North County
Fair).

<TABLE>
<CAPTION>
APPROXIMATE
MALL GLA OF PERCENTAGE AVERAGE ANNUALIZED PERCENTAGE OF
EXPIRING OF MALL GLA BASE RENT BASE RENT BASE RENT
NUMBER LEASES REPRESENTED (PSF) OF OF EXPIRING REPRESENTED
OF LEASES (SQUARE BY EXPIRING EXPIRING LEASES BY EXPIRING
YEAR ENDING DECEMBER 31, EXPIRING FEET) LEASES LEASES (THOUSANDS) LEASES
- ------------------------- ------------- ------------ --------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
1997..................... 201 455,162 6.8% $ 22.73 $ 10,343 7.8%
1998..................... 206 424,181 6.3 24.94 10,580 8.2
1999..................... 180 304,267 4.5 26.25 7,987 6.2
2000..................... 189 321,786 4.8 30.58 9,841 7.6
2001..................... 185 361,473 5.4 33.33 12,049 9.3
2002..................... 201 464,229 6.9 32.75 15,203 11.7
2003..................... 186 451,244 6.7 30.50 13,763 10.6
2004..................... 228 688,698 10.3 30.14 20,758 16.0
2005..................... 183 572,418 8.5 29.65 16,970 13.1
2006..................... 131 416,737 6.2 30.71 12,799 9.9
</TABLE>

MALL STORE RENTAL RATES

The following table contains certain information regarding per square foot
average base rent of the Mall Stores that have been open since January 1, 1994
(excluding outparcels and North County Fair).

<TABLE>
<CAPTION>
ALL
AS OF DECEMBER 31 EXISTING LEASES
- -------------------- --------------------
<S> <C>
1994................ $24.62
1995................ 25.89
1996................ 26.88
</TABLE>

As leases have expired, the Company has generally sought to rent the
available space, either to the existing tenant or a new tenant, at rental rates
that are higher than those of the expired leases, in part since the average rent
for leases in place is generally less than the market rate for such space.

The average effective (base plus percentage) annual rent per square foot at
Mall Stores was $27.41 psf for the year ended December 31, 1996, excluding
outparcels and North County Fair.

The following table illustrates increases in Mall Store rental rates
(excluding outparcels and North County Fair).

<TABLE>
<CAPTION>
LEASES LEASES
EXPIRING EXECUTED
DURING THE DURING THE
YEAR PERIOD(1) PERIOD(2)
- ----------------------------------- ----------- -----------
<S> <C> <C>
1994............................... $ 20.30 $ 30.93
1995............................... 14.98 26.06
1996............................... 20.09 31.96
</TABLE>

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

(1) Includes scheduled expirations, early termination, abandonments and
negotiated buyouts. Represents average base rent for the final year of
occupancy.

(2) Includes renewals. Represents average base rent for the initial year of
occupancy.

71
<PAGE>
Minimum rents at Mall Stores are expected to grow based upon contractual
increases in base rent in existing leases. In the aggregate, base rent is
expected to increase by approximately $18,242,080 over the next five years
through these contractual increases (excluding North County Fair).

<TABLE>
<CAPTION>
EXISTING CUMULATIVE EXISTING
CONTRACTUAL RENT CONTRACTUAL RENT
YEAR INCREASES INCREASES
- -------------------------------------------------------- ------------------- -------------------------
<S> <C> <C>
1997.................................................... $ 6,669,759 $ 6,669,759
1998.................................................... 4,803,145 11,472,904
1999.................................................... 2,796,962 14,269,866
2000.................................................... 2,157,154 16,427,020
2001.................................................... 1,815,060 18,242,080
</TABLE>

In addition to the increase in existing leases, the Company endeavors to
increase base rent levels in the Centers in part through negotiating
terminations of leases of under performing tenants and renegotiating existing
leases.

COMPETITION

All of the Centers are located in developed retail and commercial areas.
With respect to certain of such Centers, other malls or neighborhood and
community shopping centers may compete within the Primary Trade Area of each of
the Centers. The amount of rentable space in the relevant Primary Trade Area,
the quality of facilities and the nature of stores at such competing malls could
each have a material adverse effect on the Company's ability to lease space and
on the level of rents the Company can obtain. In addition, retailers at the
Centers face increasing competition from other forms of retailing, such as
discount shopping centers, outlet malls, catalogues, discount shopping clubs and
telemarketing. Other development companies, including other REITs, compete for
acquisition of new retail shopping centers. See "Business and Properties--The
Shopping Center Business."

Although the Company believes the Centers can compete effectively within
their trade areas, the Company must also compete with other owners, managers and
developers of retail shopping centers and malls. Those competitors that are not
REITs may be at an advantage to the extent they can utilize working capital to
finance projects, while the Company (and its competitors that are REITs) will be
required by the annual distribution provisions under the Code to distribute
significant amounts of cash from operations to its shareholders. In addition,
the Company intends to distribute more cash to its shareholders than is required
by the Code because of WAT's distribution policies. See "Distributions." If the
Company should require funds, it may have to borrow when the cost of capital is
high. Moreover, increased competition could adversely affect the Company's
revenues and Funds from Operations. See "Business and Properties--Competition."

CERTAIN PROPERTY TAX INFORMATION

The aggregate real estate property tax obligations for the Centers during
calendar 1996 was approximately $21.1 million. Substantially all leases for Mall
Stores contain provisions requiring tenants to pay as additional rent their
proportionate share of any real estate taxes.

ADDITIONAL INFORMATION REGARDING MONTGOMERY MALL

Of the Centers, only Montgomery Mall in Bethesda, Maryland, which is 100%
owned by the Company, accounted for 10% or more of the aggregate book value of
the Properties and 10% or more of total revenue in 1996. Montgomery Mall has
over 1.2 million square feet of Total GLA, with 178 Mall Stores and four
Anchors: Nordstrom, Hecht's, J.C. Penney and Sears. The Center was last
redeveloped in 1991. The Company believes that there is further redevelopment
potential during the next five to 10 years although such redevelopment is not
currently planned.

72
<PAGE>
The following chart sets forth the Mall Store sales for Montgomery Mall.

<TABLE>
<CAPTION>
YEAR MALL STORE SALES (PSF)(1)
- --------------------------------------------------------------------- -------------------------
<S> <C>
1994................................................................. $ 384
1995................................................................. 397
1996................................................................. 405
</TABLE>

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

(1) Sales are based on Mall Stores reporting sales.

Other than The Limited Stores, which through its various operating
divisions, occupied 15% of Total GLA as of December 31, 1996, no tenant at the
Center leased 10% or more of Total GLA as of December 31, 1996. None of The
Limited Stores leases contain renewal options. Principal terms of The Limited
Store leases are set forth in the table below.

<TABLE>
<CAPTION>
APPROXIMATE
MALL GLA OF
EXPIRING ANNUALIZED
YEAR LEASES BASE RENT
- ------------------------------------------------------------------ ------------- ------------
<S> <C> <C>
1997.............................................................. -- $ 1,568,784
1998.............................................................. 5,861 1,461,332
1999.............................................................. 11,295 1,228,578
2000.............................................................. 11,978 926,069
2001.............................................................. -- 925,555
2002.............................................................. -- 990,276
2003.............................................................. -- 990,276
2004.............................................................. -- 990,276
2005.............................................................. -- 990,276
2006.............................................................. -- 990,276
2007.............................................................. 41,744 82,523
</TABLE>

Mall Stores leased at Montgomery Mall were 95% in 1996, 98% in 1995, and 98%
in 1994 at December 31 of each such year.

The following table sets forth certain information with respect to the
expiration of leases at Montgomery Mall as of December 31, 1996.

<TABLE>
<CAPTION>
APPROXIMATE AVERAGE BASE ANNUALIZED PERCENTAGE OF
MALL GLA OF PERCENTAGE OF RENT (PSF) BASE RENT BASE ANNUALIZED
NUMBER OF EXPIRING MALL GLA UNDER OF EXPIRING RENT
YEAR ENDING LEASES LEASES REPRESENTED BY EXPIRING LEASES REPRESENTED BY
DECEMBER 31 EXPIRING (SQUARE FEET) EXPIRING LEASES LEASES (THOUSANDS) EXPIRING LEASES
- ------------------------------- ------------- ------------- --------------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
1997........................... 4 5,091 1.1% $ 42.11 $ 214 1.3%
1998........................... 13 24,602 5.3 33.21 817 4.9
1999........................... 17 32,254 7.0 32.57 1,050 6.3
2000........................... 11 20,191 4.4 40.31 814 4.9
2001........................... 13 31,671 6.9 43.10 1,365 8.3
2002........................... 39 71,669 15.5 57.67 3,847 23.2
2003........................... 15 31,038 6.7 47.62 1,478 8.9
2004........................... 19 83,966 18.2 35.11 2,948 17.8
2005........................... 12 35,333 7.6 35.74 1,263 7.6
2006........................... 14 26,997 5.8 47.96 1,295 7.8
</TABLE>

73
<PAGE>
Minimum rents at Montgomery Mall are expected to grow based upon contractual
increases in base rent in the Company's existing leases. In the aggregate, base
rent is expected to increase by approximately $1,601,312 over the next five
years through these contractual increases.

<TABLE>
<CAPTION>
EXISTING CUMULATIVE EXISTING
CONTRACTUAL RENT CONTRACTUAL RENT
YEAR INCREASES INCREASES
- ---------------------------------------------- ------------------- -------------------------
<S> <C> <C>
1997.......................................... $ 668,083 $ 668,083
1998.......................................... 317,623 985,706
1999.......................................... 221,970 1,207,676
2000.......................................... 247,964 1,455,640
2001.......................................... 145,672 1,601,312
</TABLE>

The average effective (base plus percentage) annual rent per square foot was
$38 psf for 1996, $36 psf for 1995 and $34 psf for 1994.

Three other regional shopping centers compete within Montgomery Mall's
Primary Trade Area. However, Montgomery Mall has the largest total gross
leasable area of any center within this trade area.

As a result of the expansion and renovation of Montgomery Mall and the
favorable market position of Montgomery Mall in the Bethesda, Maryland trade
area, the Company was able to increase base rent psf for leases expiring during
the past three years as illustrated below.

<TABLE>
<CAPTION>
LEASES LEASES
ALL EXPIRING EXECUTED
EXISTING DURING THE DURING THE
YEAR LEASES PERIOD(1) PERIOD(2)
- ----------------------------------------------------------- ----------- ----------- -----------
<S> <C> <C> <C>
1994....................................................... $ 33.40 $ 34.08 $ 37.31
1995....................................................... 35.50 15.67 60.39
1996....................................................... 36.98 81.16 49.25(3)
</TABLE>

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

(1) Includes scheduled expirations, early termination, abandonments and
negotiated buyouts. Represents average base rent for the final year of
occupancy.

(2) Includes renewals. Represents average base rent for the initial year of
occupancy.

(3) Comprised of leases executed by 19 tenants covering approximately 25,295
square feet (2% of Total GLA).

Annual real estate taxes for Montgomery Mall in 1996 were $2.2 million. At
December 31, 1996, Montgomery Mall's gross Federal income tax basis was
approximately $151 million. The Company intends to compute depreciation on
Montgomery Mall for Federal income tax purposes using the historical
depreciation schedules pursuant to which the Property is depreciated, and for
accounting purposes using the straight-line method based on useful lives of 3 to
20 years for buildings and improvements and 10 years for equipment and fixtures.
See "Federal Income Tax Considerations--Taxation of the Company."

The Company believes that Montgomery Mall is adequately covered by existing
insurance.

For information concerning indebtedness and mortgages relating to Montgomery
Mall, see "--Debt Summary."

MAY PROPERTIES

The Company holds interests in 13 department store properties (12 of which
are owned in fee and one of which is ground leased) that were net leased to the
May Company in 1988 under financing leases. Each lease has an original term of
29 years, ending on September 21, 2017, with 14 consecutive five-year options
exercisable by the May Company. Upon termination of each lease, the May Company
has an option to acquire the Company's interest in each of the May Properties
for their respective fair market value as determined by appraisal. The leases
are at fixed rental rates that do not increase over the terms of the leases and
provide that the tenant is to pay for all taxes, maintenance, repair and other
expenses. Eleven of the May Properties are operated by various divisions of the
May Company. Two of the May Properties

74
<PAGE>
have been assigned to other operators, but the May Company remains liable for
the performance of the tenant's obligations thereunder. One of these properties
is for a store that is currently vacant, although rent is being paid on it. The
leased properties are located in Buena Park, Oxnard, San Bernardino, El Cajon,
Redondo Beach, Costa Mesa, Riverside, Westminster and West Los Angeles,
California; Waterbury, Connecticut; Salem, Oregon; Elyria, Ohio; and
Springfield, Missouri. The May Properties generated rent of $8.4 million in
1996, and the Company paid $7.7 million of interest and principal in 1996 on the
loans associated with the financing of the May Properties. See "--Debt Summary."

OTHER REAL ESTATE INTERESTS

The Company owns interests in Properties other than the Centers, which
represented less than 1.0% of 1996 Funds from Operations.

The Company owns a 42.5% partnership interest in the West Valley
Partnership, which is the fee owner of a 36-acre tract of land in Canoga Park,
California, directly across from Topanga Plaza. There are currently six
free-standing stores on the Property, representing a total of 89,128 square feet
of rentable area. In addition, West Valley Partnership is a limited partner in
an entity that owns two office buildings located on such land which is ground
leased by West Valley Partnership to such entity.

The Company is the holder of a $2,850,000 promissory note, which is secured
by a first deed of trust on property known as Northland Shopping Center in St.
Louis, Missouri. The loan is recourse to the borrower and bears interest at a
rate of 7% per annum. Interest only is receivable under the note until June 7,
1997, when the entire principal balance will become due. The borrower has five
one-year options to extend the maturity date of the loan.

The Company also owns indirect interests in a certain office building and
land adjacent to the Mid Rivers Mall and is the owner of a 116-unit apartment
complex in La Jolla, California.

INSURANCE ARRANGEMENTS

As part of its management services for the Company's Properties under
Westfield Holdings management, the Manager is responsible for arranging
insurances for such Properties to cover fire, flood, earthquake, comprehensive
liability and other appropriate risks. The Company's insurance advisors/ brokers
have reported that these insurances are adequate having regard to the insurance
risks and insured limits customarily carried for similar properties. The Company
will continue fire, business interruption, flood, earthquake, comprehensive
liability and other appropriate insurance with respect to such Properties and
believes that such Properties are adequately covered by existing insurance. The
Company carries earthquake insurance on all Centers under Westfield Holdings
management. Such policies are subject to a deductible equal to 5% of the total
insured value of each Center managed by Westfield Holdings and a combined annual
aggregate loss limit of $100 million on the Centers. See "Advisory, Management
and Development Services to the Company."

EMPLOYEES

The Company has engaged the Manager to provide the property management and
leasing services, the Advisor to provide advisory services and the Developer to
provide development and redevelopment planning and implementation. All of the
employees of the Manager, the Advisor and the Developer are employees of
Westfield Holdings. The Company has no employees. See "Advisory and Management
Services to the Company."

75
<PAGE>
DEBT SUMMARY

The following table reflects indebtedness of the Company that will remain
outstanding following the consummation of the Offering.

CENTERMARK PROPERTIES, INC.
OUTSTANDING MORTGAGE DEBT AFTER THE OFFERING
<TABLE>
<CAPTION>
COMPANY'S PRO
RATA SHARE
-------------
PRINCIPAL PRINCIPAL
ANNUAL BALANCE AS OF BALANCE AS OF
LENDER INTEREST RATE 12/31/96(A) 12/31/96(A)
---------------------- -------------- ------------- -------------
($ IN THOUSANDS)
<S> <C> <C> <C> <C>
Corporate Debt:
Corporate Line of Credit ($50,000).................. Various Libor + 1.50% $ 0 $ 0
Property Debt:
Wholly Owned
Various (1)....................................... Prudential 6.15% 172,000 172,000
Various (1)....................................... Prudential 6.51% 167,000 167,000
Mid Rivers Mall (1)............................... Prudential 8.09% 15,000 15,000
Trumbull Shopping Park............................ Equitable 7.70% 144,959 144,959
General Partnerships Interests
Meriden Square.................................... Hypo Bank Libor + 1.50% 50,000 25,000
Plaza Camino Real................................. John Hancock 9.50% 37,139 14,856
Topanga Plaza..................................... Cigna 10.125% 57,689 24,229
Vancouver Mall.................................... AEW 9.78% 31,892 15,946
Limited Partnerships
North County Fair................................. Teachers Insurance 12.25%(6) 49,898 22,454
------------- -------------
725,577 601,444
Finance Lease Debt.................................. Various 6.39% 20,576 20,576
7.33% 56,430 56,430
------------- -------------
77,006 77,006
Total Debt $ 802,583 678,450
------------- -------------
------------- -------------

EARLIEST
ANNUAL ANNUAL NOTES MAY BE
INTEREST DEBT BALANCE DUE MATURITY PREPAID W/O
PAYMENT SERVICE AT MATURITY DATE PENALTY
----------- --------- ----------- ----------- -------------

<S> <C> <C> <C> <C> <C>
Corporate Debt:
Corporate Line of Credit ($50,000).................. $ 0 $ 0 $ 0 10/1998 now
Property Debt:
Wholly Owned
Various (1)....................................... 10,578 10,578 172,000 2/1999 2/1999(2)
Various (1)....................................... 10,872 10,872 167,000 2/2001 2/2001(2)
Mid Rivers Mall (1)............................... 1,214 1,214 15,000 2/1999 2/1999(2)
Trumbull Shopping Park............................ 9,352 10,132 130,063 7/2000 4/2000(3)
General Partnerships Interests
Meriden Square.................................... 1,789 1,789 25,000 3/1999 now
Plaza Camino Real................................. 1,411 1,509 14,427 6/2000 1/2000(4)
Topanga Plaza..................................... 2,463 2,637 23,014 1/2002 2/2002(4)
Vancouver Mall.................................... 1,566 1,701 14,917 5/2002 5/2002(5)
Limited Partnerships
North County Fair................................. 2,874 2,995 238 1/2022 1/2022(6)
----------- --------- -----------
42,119 43,427 561,659 2/2004
Finance Lease Debt.................................. 1,312 1,312 0 2/2004 2/2014
4,218 6,494 0 2/2014 3/1999
----------- --------- -----------
$ 5,530 7,806 0
Total Debt $ 47,649 $ 51,233 561,659
----------- --------- -----------
----------- --------- -----------
</TABLE>

- ------------------
(a) All balances reflect anticipated repayments of principal from the proceeds
of the Offering. See "Use of Proceeds."

(1) Cross collateralized mortgage loan covering the following properties: Mid
Rivers Mall, West Park, Plaza Bonita, The Plaza at West Covina, Montgomery
Mall, South County Center and West County Center.

(2) May be prepaid with a premium equal to the greater of Yield Maintenance
Premium or a declining 1% premium.

(3) Prepayment in entirety with 60 day irrevocable notice subject to greater of
Yield Maintenance Premium or 1% of balance until April 1, 2000. Thereafter,
no prepayment premium.

(4) May be prepaid for greater of 1% of outstanding principal balance or Yield
Maintenance Premium.

(5) May be prepaid for greater of 2% of outstanding principal balance or Yield
Maintenance Amount.

(6) Lender is entitled to contingent interest equal to 30% of annual applicable
receipts in excess of $8.3 million. Beginning June 10, 2004, the loan may be
prepaid for a 6% premium; this declines to a minimum of 1% plus ten times
contingent interest.

76
<PAGE>
ENVIRONMENTAL MATTERS

Various federal, state and local laws, ordinances and regulations impose
liability on present and former property owners and operators for the cost of
cleaning up or removing hazardous or toxic materials that are present on or
emanated from such property. Such laws often impose liability without regard to
whether the owner knew of, or was responsible for, the presence of such
hazardous or toxic materials. The presence of contamination on, or even adjacent
to or near, a property may impact the valuation of that property or the ability
of the owner to sell, lease or finance it. In addition, persons who arrange for
the disposal or treatment of hazardous or toxic materials may be liable for the
costs of cleaning up contamination that results from the effort to dispose of or
treat those materials at another site.

The Company's independent consultant has renewed certain existing
environmental reports, including "Phase I" environmental assessments conducted
for most of the Centers and certain of the formerly owned properties by others,
most of which are several years old. On the basis of this review and certain
other environmental investigations commissioned by the Company, the Company
believes that certain properties have had or currently have operations
(primarily gas stations and tire, battery and auto centers) that may have or
have resulted in soil or groundwater contamination. In that regard, many of the
properties contain, or at one time contained, underground storage tanks and/or
above-ground storage tanks that are or were used to store waste oils or other
petroleum products. At certain properties, underground storage tanks have been
abandoned in place (i.e., their use has been discontinued but the structures
were not removed from the ground) or removed. In some instances, the Company is
not aware whether such actions complied with laws or regulations that mandate or
regulate the manner of such abandonment or removal. In certain instances,
current or former underground storage tanks have been the sources of known soil
or groundwater contamination.

The Properties also could be negatively impacted, either through physical
contamination or by virtue of an adverse effect on value, from contamination
that has or may have emanated from other properties. Most of the adjacent or
nearby properties of concern are or were operated as gas stations containing
underground storage tanks, though some have been the sites of other types of
industrial operations. Several Properties are located in areas that are known to
have regional groundwater contamination. Such contamination could impact the
Properties.

Certain laws and regulations also impose liability for the release of
certain materials, including asbestos in the environment, and such releases can
form the basis for liability to third persons for personal injury, property or
other damages. Some of the Properties contain asbestos-containing materials.
Procedures have been adopted by the Company to monitor and maintain the
condition of such asbestos-containing materials.

LEGAL PROCEEDINGS

The Company is involved in routine litigation and administrative proceedings
arising in the ordinary course of business. Based on consultation with counsel,
management believes that such matters will not have a material adverse effect on
the Company's business, financial position or results of operations.

77
<PAGE>
POLICIES AND OBJECTIVES WITH RESPECT TO CERTAIN ACTIVITIES

The following is a discussion of the Company's investment objectives and
policies, financing policies and policies with respect to certain other
activities. These policies may be amended or revised from time to time at the
discretion of the Board of Directors unilaterally and without a vote of the
Company's shareholders. Any such change would be made by the Board of Directors,
however, only after a review and analysis of such change, in light of then
existing business and other circumstances, and then only if, in the exercise of
their business judgment, they believe that it is advisable to do so in the best
interests of the Company. NO ASSURANCE CAN BE GIVEN THAT THE COMPANY'S
INVESTMENT OBJECTIVES WILL BE ATTAINED OR THAT THE VALUE OF THE COMPANY WILL NOT
DECREASE.

INVESTMENT OBJECTIVES AND POLICIES

In general, the Company's investment objectives are: (i) to increase the
value of the Company through increases in the cash flows and values of the
Centers (and any shopping centers or related properties hereafter acquired,
developed or expanded); (ii) to achieve long-term capital appreciation, and
preserve and protect the value of its interests in the Centers (and any shopping
centers or related properties hereafter acquired, developed or expanded); and
(iii) to provide quarterly or other periodic cash distributions, a portion of
which is expected to constitute a nontaxable return of capital because it will
exceed the Company's current and accumulated earnings and profits, as well as to
provide growth in distributions over time.

REAL ESTATE INVESTMENT POLICIES AND CRITERIA

The Company plans to invest primarily in super regional and regional
shopping centers and power centers in major metropolitan areas. In connection
with future acquisitions, the Company will analyze other factors, including, but
not limited to:

<TABLE>
<C> <S>
(i) the location and accessibility,
(ii) demographic profile,
(iii) redevelopment potential of the property,
(iv) the purchase price,
(v) the current and historical occupancy levels of the shopping centers and of
comparable properties in comparable locations,
(vi) the characteristics of tenants, including anchor tenants, and the terms of
their leases.
(vii) the quality of the construction and design of improvements, and
(viii) the relationship or fit of the shopping center with the other assets owned by
the Company.
</TABLE>

The Company plans to invest in properties both for income and for capital
appreciation.

Even though super regional and regional malls will be the Company's primary
focus, the Company also intends to evaluate, on a selective basis, power center
developments that, in the Company's opinion, will provide acceptable rates of
return. The Company has recently completed or substantially completed the
redevelopment of Eastland Center and Westland Towne Center into power centers,
and is planning for the redevelopment of Mission Valley Center-West, one of the
Company's existing power centers, and the land located adjacent to Topanga Plaza
into power centers.

ACQUIRING ADDITIONAL PROPERTIES

During the past three years, the Company has acquired an indirect interest
in the Acquired Properties and additional interests in one of the Centers. In
April 1994, the Company acquired the former May Company department store at
Eastland Center from the May Company pursuant to an option to purchase which was
acquired by the Company at the time the May Company store was relocated to The
Plaza at West Covina. On January 27, 1995, the Company exchanged its interest in
the May Company department store located at University Hills, Denver, Colorado,
for an interest in the May Company

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department store located at Elyria Mall, Elyria, Ohio pursuant to a tax-free
exchange under Section 1031 of the Code. On January 13, 1995, the Company
acquired the Steiger's store at Enfield Square from the May Company in
anticipation of the redevelopment of Enfield Square. On August 4, 1995, the
Company purchased the Sak's Fifth Avenue store at Mission Valley Center in San
Diego, California, from Cal SFA, Inc. On September 5, 1995, the Company acquired
an additional 25.8% interest in the Mission Valley Partnership, the owner of
Mission Valley Center and Mission Valley Center--West. On July 1, 1996, the
Company acquired substantially all of the capital stock of WPI, the owner of
Connecticut Post Mall, South Shore Mall and Trumbull Shopping Park, as part of
the Recapitalization described in "The Company-- History and Structure of the
Company."

DISPOSITIONS

Shortly before the Company was acquired from Prudential, the Company's
interests in one shopping center were distributed to Prudential.

During the past three years the Company has disposed of its interest in a
few non-core properties. On December 24, 1995, the Company transferred its
interest in the May Company department store at University Hills Mall to the May
Company pursuant to the Section 1031 exchange. See "--Acquiring Additional
Properties" above. In addition to the above transfers, the Company has
transferred its interest in certain land pursuant to condemnation and eminent
domain proceedings or transfers of interest in lieu of condemnation. Other than
such dispositions, the Company has not disposed of interests in any shopping
centers since December 31, 1993. The Company has no current intention to dispose
of any of the Centers or its other related Properties, but does reserve the
right to do so if, based upon its periodic review of the Company's portfolio, it
determines that such action would be in the best interests of the Company. If
the Company does sell certain assets within ten years of the first day of the
first taxable year for which the Company qualified as a REIT (February 12,
1994), a corporate level tax would be imposed upon the Company with respect to
certain Built-In Gain. See "Federal Income Tax Considerations--Taxation of the
Company." Many of the Properties have significant Built-In Gain and this may
affect whether the Company decides to sell such Properties within such ten-year
period.

PARTNERSHIP RESTRUCTURING

On January 1, 1994, the Company restructured its partnership and management
rights in Plaza Camino Real, the limited partnership which owns Plaza Camino
Real, to increase its interest from a 5% general partnership interest to a 40%
general partnership interest and to provide for a separate management agreement,
which was subsequently assigned to the Manager. As of January 1, 1994, the
limited partnership interest in Tishman Warner Center Joint Venture held by the
West Valley Partnership was substantially reduced to a 1% interest as a result
of a restructuring of Tishman Warner Center Joint Venture. The 1% interest was
transferred in 1995. The Tishman Warner Center Joint Venture owns an office
building located on a tract of land adjacent to Topanga Plaza.

OTHER INVESTMENTS

Subject to the percentage of ownership limitations and gross income and
asset tests necessary for REIT qualification (see "Federal Income Tax
Considerations"), the Company may also invest in securities of concerns engaged
in real estate activities or securities of other issuers. The Company may also
invest in the securities of other issuers in connection with acquisitions of
indirect interests in properties (normally general or limited partnership
interests in special purpose partnerships owning properties). The Company may in
the future acquire all or substantially all of the securities or assets of other
REITs or similar entities where such investments would be consistent with the
Company's investment policies as in its 1996 acquisition of substantially all
the capital stock of WPI. However, the Company does not anticipate investing in
issuers of securities (other than REITs in order to acquire interests in real
property, such as the stock of Westland Realty, Inc., a REIT, which owns an
indirect 50% partnership interest in Garden State Plaza, and its interest in
Westfield Holdings Limited through its holding of the Westfield Holdings
Warrants of any ordinary shares received upon the exercise thereof) for the
purpose of exercising control

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or acquiring any investments primarily for sale in the ordinary course of
business or holding any investments with a view to making short-term profits
from their sale. In any event, the Company does not intend that its investments
in securities will require the Company to register as an "investment company"
under the Investment Company Act of 1940, and the Company intends to divest
securities before any such registration would be required. Over the past three
years the Company has not and does not intend to engage in material trading,
underwriting, agency distribution or sale of securities of other issuers.

FINANCING

On a pro forma basis at December 31, 1996, after giving effect to the
consummation of the Offering and the application of the proceeds as set forth in
"Use of Proceeds", the Company would have a ratio of debt-to-Total Market
Capitalization of approximately %. The debt-to-Total Market Capitalization
ratio, which is based upon the market value of equity and, accordingly,
fluctuates with changes in the price of the Common Stock, differs from
debt-to-total asset ratio, which is based upon book values. The consolidated pro
forma debt-to-total asset ratio at December 31, 1996 was 38%. See
"Capitalization" and "The Company's Condensed Pro Forma Financial Statements."
The debt-to-total asset ratio may not reflect the current income potential of
the assets and the operating business. The Company believes that debt-to-Total
Market Capitalization provides a more appropriate indication of leverage for a
company whose assets are primarily operating real estate and of its ability to
repay debt. The Company currently intends to adhere to a policy of maintaining a
debt-to-Total Market Capitalization ratio of not more than 50%. No assurance can
be given in this regard, however, and the organizational documents of the
Company do not limit the amount or percentage of indebtedness that it may incur.
The Company may from time to time reevaluate its debt policy in light of current
economic conditions, relative costs of debt and equity capital, changes in the
Company's market capitalization, growth and acquisition opportunities and other
factors, and modify its debt financing policy accordingly. As a result, the
Company may increase its debt-to-Total Market Capitalization ratio beyond the
limits described above. See "Risk Factors--Risks Associated with Debt
Financing--No Limitation on Debt." If the Board of Directors (or, in the case of
certain Joint Ventures in which the Company does not act as managing general
partner, an Outside Partner) determines that additional funding is required, the
Company or the Joint Ventures may raise such funds through additional equity
offerings, debt financing or retention of cash flow (subject to provisions in
the Code concerning taxability of undistributed income), or a combination of
these methods.

Indebtedness incurred by the Company may be in the form of purchase money
obligations to the sellers of properties, or in the form of publicly or
privately placed debt instruments, financing from banks, institutional
investors, or other lenders, any of which indebtedness may be unsecured or may
be secured by mortgages or other interests in the Property. Such indebtedness
may be recourse, non-recourse or cross-collateralized and, if recourse, such
recourse may include the Company's general assets and, if non-recourse, may be
limited to the particular property to which the indebtedness relates. In
addition, the Company may invest in properties subject to existing loans secured
by mortgages, deeds of trust or similar liens on the properties, or may
refinance properties acquired on a leveraged basis. The proceeds from any
borrowings by the Company, or the Joint Ventures may be used for working
capital, to purchase additional partnership interests in the Joint Ventures or
other partnerships or joint ventures in which the Company participates, to
refinance existing indebtedness or to finance acquisitions, expansions or
development of new properties. The Company may also incur indebtedness for other
purposes when, in the opinion of the Board of Directors, it is advisable to do
so. In addition, the expected size of the Company's distributions may not allow
the Company, using only cash flow from operations, to fund 100% of (i) the
tenant allowances associated with renewal or replacement of current tenants as
their leases expire and (ii) the retirement of all of its debt when due, and
therefore, the Company may be required to seek periodic debt or equity
financings to cover such items. For example, the Company may borrow to meet the
taxable income distribution requirements under the Code if the Company does not
have sufficient cash available to meet those distribution requirements.

The Company intends to finance acquisitions with the most appropriate
sources of capital, which may include undistributed Funds from Operations, the
issuance of equity securities including through the

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operation of any dividend reinvestment plan adopted by the Company, the sale of
assets, bank and other institutional borrowings and the issuance of debt
securities.

The Company does not have a policy limiting the number or amount of
mortgages that may be placed on any particular property, but mortgage financing
instruments may, and usually do, limit additional indebtedness on such
properties.

A chart showing the debt of the Company is set forth above in "--Debt
Summary". During the past three years, the Company has engaged in the following
borrowing transactions. In September 1996 and February 1997, the Company
increased its mortgage loan with Prudential by $15.0 million, bringing the total
mortgage financing with Prudential to $354.0 million. This additional loan was
used to finance the expansion of Mid Rivers Mall. The original loan was part of
the acquisition financing for the purchase of the Company by Westfield Holdings
and other investors in February 1994. In July 1996, WPI extended its mortgage
loan facilities aggregating $146.8 million with The National Bank of Australia.
These loans are secured by separate first mortgages on South Shore Mall and
Connecticut Post Mall. On August 7, 1996, the Company closed the refinance of an
existing Mello-Roos tax bond financing which were secured by taxes levied on The
Plaza at West Covina. The refinanced bonds totaled $51.2 million.

In December 1995, the Company entered into a $100.0 million unsecured
revolving credit/secured project loan with Bank of America National Trust and
Savings Association, Wells Fargo Bank, N.A., Dresdner Bank AG, and Fleet
National Bank. Portions of this loan were used to refinance a prior secured
revolving credit facility from The Boatmen's National Bank and Trust Company, to
finance the redevelopment of Eastland Center and for other corporate purposes.
On August 25, 1995, the Company entered into a $48.0 million secured project
loan with Bank of America National Trust and Savings Association relating to the
redevelopment of Mission Valley Center. In March 1994, Meriden Square
Partnership, a Joint Venture in which the Company has a 50% interest, borrowed
$50.0 million from Hypo Bank secured by a first mortgage on Meriden Square.

EQUITY CAPITAL

The Board of Directors has the authority, without shareholder approval, to
issue additional shares of Common Stock and Preferred Stock or otherwise raise
capital, including through the issuance of senior securities, in any manner (and
on such terms and for such consideration) it deems appropriate, including in
exchange for property. Existing shareholders will have no preemptive right to
shares of Common Stock or other shares of capital stock issued in any offering,
and any such offering might cause a dilution of a shareholder's investment in
the Company. In 1995, the Company issued 105 shares of Senior Preferred Shares
at a purchase price of $500 per share. In connection with the Recapitalization,
the Company issued $94.0 million of Series A Preferred Shares. Although it has
no current plans to do so, the Company may in the future issue securities in
connection with acquisitions.

WORKING CAPITAL RESERVES

The Company will maintain working capital reserves (and when not sufficient,
access to borrowings) in amounts that the Board of Directors determines to be
adequate to meet normal contingencies in connection with the operation of the
Company's business and investments. Under an Unsecured Revolving Credit/Secured
Project Loan Agreement, dated December 19, 1995, between the Company, certain
banks and the Bank of America National Trust and Savings Association, as Agent,
the Company has been provided with a loan facility of up to $100.0 million,
which may be drawn as either secured or unsecured loans. The Agreement currently
provides the Company with an unsecured revolving working capital facility of up
to $50.0 million for general corporate purposes. The Agreement also provides the
Company with a secured facility in an amount up to $70.0 million for the
rehabilitation of Eastland Center and Enfield Square. The revolving facility is
secured by negative pledges on Eagle Rock Plaza, Westland Towne Center, Eastland
Center and Enfield Square. In 1996, the Company elected to obtain a project loan
of $30 million in connection with the redevelopment of Eastland Center. This
project loan is secured by a Deed of Trust

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on Eastland Center. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."

ANNUAL REPORTS

Over the last three years, the Company has not issued annual reports to
shareholders. Following the Offering, the Company will make annual reports, and
other reports to shareholders, as required by the United States securities laws
and New York Stock Exchange rules, and will include financial statements
certified by independent public accountants.

OTHER POLICIES

The Company may, under certain circumstances, purchase shares of Common
Stock in the open market or in private transactions with its shareholders, if
such purchases are approved by the Board of Directors. The Board of Directors
has no present intention of causing the Company to repurchase any such shares
(other than the Senior Preferred Shares), and any such action would only be
taken in conformity with applicable federal and state laws and the applicable
requirements for qualifying as a REIT. As part of the Recapitalization, the
Company repurchased 21,767,645 shares of Common Stock held by investors other
than Westfield Holdings and its affiliates.

The Company has adopted certain policies to reduce or eliminate potential
conflicts of interest. Following consummation of the Offering, any transaction
between the Company and Westfield Holdings (including the decision by the
Company to proceed with any development project, the fixed price or construction
schedule for any development project, all decisions relating to the exercise of
any rights under the Garden State Plaza Loan documents and the decision to
exercise the Westfield Holdings Warrants, but excluding decisions relating to
the operation of the Properties in the ordinary course of business) must be
approved by a majority of the Independent Directors. Any decision to terminate
the Management Agreements, the Advisory Agreement or the Master Development
Framework Agreement, as well as any decision to exercise the Garden State Plaza
Option, must be approved by at least 75% of the Independent Directors. See
"Management, Advisory and Development Services to the Company." Except as set
forth above and the other transactions described herein between the Company and
such parties, any transaction between the Company and any officer or director or
principal shareholder (including any loan to or borrowing from any such officer,
director or principal shareholder or any acquisition of assets or other property
from or sale of assets or other property to any such officer, director or
principal shareholder) must be approved by a majority of the disinterested
directors.

The Company's policies with respect to all activities described may be
reviewed and modified from time to time by the Board of Directors without the
vote of the shareholders and the Board of Directors may, without the approval of
shareholders, alter the Company's investment, acquisition, financing and other
policies if it determines in the future that such a change is in the best
interests of the Company and its shareholders.

At all times, however, the Company intends to make investments in such a
manner as to be consistent with the requirements of the Code to qualify as a
REIT unless, because of circumstances or changes in the Code (or in the Treasury
Regulations), the Board of Directors, with the consent of a majority of each of
the holders of the Common Stock and the Series A Preferred Shares, determines to
revoke the Company's REIT election.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Following the completion of the Offering, the Board of Directors will be
comprised of 11 directors, six of whom will be Independent Directors.

The Board of Directors is responsible for the general policies of the
Company and the general supervision of the Company's activities conducted by its
officers, agents, advisors, managers or independent contractors, including the
Advisor, Manager and Developer, as may be necessary in the course of the
Company's business.

The directors and executive officers of the Company are as set forth below:

<TABLE>
<CAPTION>
NAME AGE TITLE
- ------------------------------ --- -------------------------------------------------------
<S> <C> <C>
Frank P. Lowy................. 66 Director and Chairman of the Board
Roy L. Furman................. 57 Director
Richard E. Green.............. 54 Director and Co-President
Frederick G. Hilmer........... 52 Director
David H. Lowy................. 42 Director
Peter S. Lowy................. 38 Director and Co-President
Robert P. Bermingham.......... 52 General Counsel and Secretary
Roger D. Burghdorf............ 49 Executive Vice President
Mark A. Stefanek.............. 42 Chief Financial Officer and Treasurer
Randall J. Smith.............. 47 Executive Vice President
Dimitri Vazelakis............. 43 Executive Vice President
</TABLE>

The Company expects to elect five Independent Directors within three months
after the consummation of the Offering.

BIOGRAPHIES OF DIRECTORS AND EXECUTIVE OFFICERS

FRANK P. LOWY

Frank P. Lowy was appointed director of the Company in 1994. Frank P. Lowy
has been Chairman of the Company since 1994. He is Chairman of the Board of
Directors and co-founder of Westfield Holdings Limited. He is a Member of the
Board of the Reserve Bank of Australia, a member of the Business Council of
Australia, former President of the Board of Trustees of the Art Gallery of New
South Wales and a Director of the Daily Mail and General Trust plc (U.K.). Frank
P. Lowy is the father of David H. Lowy and Peter S. Lowy. In 1993, Frank P. Lowy
was acknowledged as one of six "pioneers" of the industry worldwide by the ICSC.

ROY L. FURMAN

Roy L. Furman was appointed director of the Company in 1996. Roy L. Furman
and is President of Furman Selz LLC, which he co-founded in 1973. He oversees
the Investment Banking Division of Furman Selz and has extensive experience in
the media and communications industry.

RICHARD E. GREEN

Richard E. Green was appointed director of the Company in 1996. Richard
Green has been the President of the Company since 1994. He has held the position
of President of Westfield Holdings's U.S. operations since joining Westfield
Holdings in 1980. From 1968 to 1980 he was employed at May Centers, Inc. (now
known as the Company) and obtained the title of Executive Vice President. He is
a Past Trustee of the ICSC. Richard E. Green holds a Bachelor of Accounting and
Finance from San Jose State University.

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FREDERICK G. HILMER

Frederick G. Hilmer was appointed director of the Company in 1996. Professor
Frederick Hilmer was appointed a director of Westfield Holdings in 1991. He
holds a degree in Law from the University of Sydney, a Master in Law from the
University of Pennsylvania and an MBA from the Wharton School of Finance. Since
1989 he has been Professor of Management at the Australian Graduate School of
Management. Prior to that he spent 19 years with McKinsey & Co., including three
years in the United States where he consulted to various retailers and nine
years as head of McKinsey's Australian practice and was Chairman of the National
Competition Policy Review conducted on behalf of the Commonwealth Government of
Australia in 1993. He is a director of Fosters Brewing Group, Port Jackson
Partners Limited, Aschen Foundation Limited and Chairman of Pacific Power.

DAVID H. LOWY

David H. Lowy was appointed director of the Company in 1996. David H. Lowy
joined Westfield Holdings Limited in 1977, was appointed Managing Director of
Westfield Holdings Limited in 1987, and a director of Westfield Holdings Limited
in 1982. He worked for Westfield Holdings in the United States from 1977 to
1981. He holds a Bachelor of Commerce degree from the University of NSW. He is a
Member of the Royal Alexandra Children's Hospital Fund Executive Committee and a
Founding Governor and Director of the Australian Naval Aviation Museum. David H.
Lowy is a son of Frank P. Lowy and a brother of Peter S. Lowy.

PETER S. LOWY

Peter S. Lowy was appointed director of the Company in 1994. Peter S. Lowy
was an Executive Vice President of the Company from 1994 until March 1997 and is
currently a co-President of the Company. He has been responsible for Westfield
Holdings's U.S. operations since 1990 after nearly a decade with Westfield
Holdings in Sydney. He was appointed a director of Westfield Holdings Limited in
1987. Prior to joining Westfield Holdings, he worked in investment banking in
New York and London. He holds a Bachelor of Commerce degree from the University
of NSW. Peter S. Lowy is a son of Frank P. Lowy and a brother of David H. Lowy.

ROBERT P. BERMINGHAM

Robert P. Bermingham was appointed as General Counsel, a Senior Vice
President and Secretary of the Company in February 1995 and is currently General
Counsel and Secretary of the Company. He joined Westfield Holdings U.S.
operations to take responsibility for all legal functions relating to the
Company and the Developer. Robert P. Bermingham holds a B.A. in English at
University of Southern California and a J.D. from Loyola Law School. Between
1993 and 1994. He was Vice President, General Counsel and Secretary of Food 4
Less/Alpha Beta Corporation. Prior to that, Mr. Bermingham was in private legal
practice in Los Angeles.

ROGER D. BURGHDORF
Roger D. Burghdorf was appointed a Senior Executive Vice President of
Leasing and Center Management of the Company in 1994 and became an Executive
Vice President of the Company in 1997. Prior to joining Westfield Holdings in
1995, Roger D. Burghdorf was, for five years, the director of leasing at the
Company. He is responsible for all leasing and management services for the
Centers throughout the United States.

RANDALL J. SMITH

Randall Smith is an Executive Vice President of the Company. With over 20
years of experience in the field, Mr. Smith was with May Centers Inc. for nine
years, before joining Westfield Holdings in 1995. Mr. Smith has a Bachelor of
Arts in Art and Architecture and a Master in Business Administration in
Marketing from Miami University. He is a member of the ICSC's Research Advisory
Task Force.

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MARK A. STEFANEK

Mark Stefanek was appointed Treasurer of the Company in 1994 and became
Chief Financial Officer in 1997. Mark Stefanek has extensive experience in real
estate finance and development. He began his career at Arthur Andersen. He holds
a Bachelor of Business Administration-Accounting from the University of Notre
Dame and is a certified public accountant. From 1991 to 1994 he served as Vice
President, Finance and Administration for Disney Development Company. From 1985
to 1991 he was Chief Financial Officer of Western Development Corporation and
for three years before that he was with Cadillac Fairview Urban Development,
Inc.

DIMITRI VAZELAKIS

Dimitri Vazelakis was appointed a Senior Executive Vice President of the
Company in 1994 and is currently an Executive Vice President of the Company. He
holds a Bachelor of Science in Civil Engineering and a Masters in Business
Administration and Finance from New South Wales Institute of Technology. Dimitri
Vazelakis joined Westfield Holdings Limited in 1972, came to Westfield
Holdings's U.S. operations in 1986 and in 1989 he began heading activities in
development, design and construction activities. Between 1979 and 1986, he
worked with Westfield Holdings in Australia, obtaining the position of Deputy
General Manager of Design and Construction.

CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS

The Board of Directors expects to hold meetings at least quarterly, and it
may take action on behalf of the Company by unanimous written consent without a
meeting. Directors may participate in meetings by means of telephone conference
calls or other telecommunications equipment.

Upon consummation of the Offering, the Board of Directors will be divided
into three classes of directors. The terms of the classes will expire in 1998,
1999, and 2000 respectively. Beginning in 1998, as the term of each class
expires, directors for that class will be elected for a three-year term and the
directors for the other two classes will continue in office.

COMMITTEES OF THE BOARD OF DIRECTORS

EXECUTIVE COMMITTEE. The Executive Committee has such authority as is
delegated by the Board of Directors, including authority to execute certain
contracts and agreements with unaffiliated parties. Upon consummation of the
Offering and concurrent transactions, the Executive Committee will consist of
three members, at least one of whom will be an Independent Director.

AUDIT COMMITTEE. Upon consummation of the Offering, the Audit Committee
will consist of Independent Directors. It makes recommendations concerning the
engagement of independent public accountants, reviews with the independent
public accountants the plans and results of the audit engagement, approves
professional services provided by the independent public accountants, reviews
the independence of the independent public accountants, considers the range of
audit and non-audit fees and reviews the adequacy of the Company's internal
accounting controls.

NOMINATING COMMITTEE. Upon consummation of the Offering, the Nominating
Committee will consist of the Chairman and two Independent Directors. It shall
make recommendations to the Board of Directors for the election of directors of
the Company.

SPECIAL POWERS OF THE INDEPENDENT DIRECTORS. In addition to the review and
approval of transactions where Westfield Holdings has a material interest, the
Independent Directors will retain certain special powers with respect to the
Company's relationship with the Manager, Advisor and Developer. Upon
consummation of the Offering, by the vote of the WAT Trustee and at least 75% of
the Independent Directors, the Company may terminate the Advisory and Management
Agreements upon certain, specific determinations after the initial three-year
terms, on an annual basis. The Master Development Framework Agreement may be
terminated by the vote of the WAT Trustee and at least 75% of the Independent

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Directors if the Advisory and Management Agreements have been terminated. In
addition, upon consummation of the Offering, the decision for the Company to
proceed with a development project will require approval of a majority of the
Independent Directors. The exercise of the Garden State Plaza Option will
require the approval of at least 75% of the Independent Directors.

COMPENSATION OF DIRECTORS

Each Independent Director will receive from the Company an annual fee of
$ , a meeting fee of $ for each Board of Directors or Committee
meeting attended, and reimbursement of expenses incurred in attending meetings
and as a result of other work performed for the Company.

EXECUTIVE COMPENSATION

The Company has no employees and none of the executive officers named above
receive any compensation for services rendered to the Company. The Company does
not have any other retirement, incentive, bonus, stock based or other employee
benefit plans. All of the Company's executive officers are compensated by
Westfield Holdings. See "Advisory, Management and Development Services to the
Company."

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ADVISORY, MANAGEMENT AND
DEVELOPMENT SERVICES TO THE COMPANY

The Company has no employees and relies on Westfield Holdings for the
management of the Company and the Properties. These services are provided under
a series of agreements between the Company and subsidiaries of Westfield
Holdings. For a description of Westfield Holdings, see "The Company--Westfield
Holdings."

The Board of Directors monitors the performance under the advisory,
management and development agreements with Westfield Holdings. Such financial
arrangements and any other transactions in which Westfield Holdings has a
material interest must be approved by the Independent Directors and, in certain
instances, WAT. The Independent Directors may seek the advice of independent
experts in carrying out their duties.

The agreements were negotiated by the Company and Westfield Holdings. The
Company believes that, although these agreements were negotiated between
associated parties, they reflect market terms. The following summaries of
certain provisions of the advisory, management and development agreements do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of such agreements, copies of which are
exhibits to the Registration Statement of which this Prospectus is a part. See
"Additional Information."

THE ADVISOR AND THE ADVISORY AGREEMENT

The Advisor, Westfield U.S. Advisory, L.P., a Delaware limited partnership
wholly-owned by Westfield Corporation, Inc., a subsidiary of Westfield Holdings
Limited, provides a variety of asset management and investment services for the
Company. These services include (i) preparation of an annual strategic plan,
including: a specific business strategy, annual operating budget, investment and
disposition objectives, capitalization and funding strategies, (ii) coordination
of asset management in connection with the Manager and the Developer, (iii)
general administrative duties for the Company and the Centers, including:
financial reporting, shareholder relations, property accounting, (iv) real
estate investment advice, (v) the investment and reinvestment of any moneys and
securities of the Company in short-term investments and (vi) maintenance of the
Company books and preparation of financial reports.

Under an advisory agreement, dated as of July 1, 1996, as amended (the
"Advisory Agreement"), the Advisor receives an annual fee determined as follows.
The annual advisory fee shall be equal to % of the annual Funds From
Operations in excess of the "Advisory FFO Amount", but shall not exceed 55 basis
points on the "Net Equity Value" of the Company's assets. The "Advisory FFO
Amount", as of the date of, and after giving effect to, the Offering is
$ . The "Advisory FFO Amount" shall thereafter be increased as set forth
below whenever the Company issues additional Common Stock (the "New Issuance"),
as follows. The Advisory FFO Amount shall be the sum of the then applicable
Advisory FFO Amount and the "FFO Adjustment Factor." The "FFO Adjustment Factor"
is equal to % multiplied by (a) a fraction the numerator of which is the
aggregate "Funds From Operations Available for Common Stock" of the Company for
each of the four full calendar quarters immediately preceding the date of the
New Issuance and the denominator of which is the aggregate number of shares of
Common Stock (on a fully diluted basis as required by GAAP) of the Company then
outstanding immediately prior to the date of the New Issuance multiplied by (b)
the number of shares of Common Stock issued in the New Issuance (on a fully
diluted basis as required by GAAP). "Funds From Operations Available for Common
Stock" means Funds from Operations less dividends paid or accrued on the
Preferred Shares. The advisory fee shall be paid quarterly on the last business
day of each calendar quarter based on the annual budget for Funds from
Operations for the Company and shall be subject to year end adjustment based on
actual Funds From Operations Available for Common Stock for the year. The
advisory fee has been waived through December 31, 1997. "Net Equity Value" will
be based on shareholders' equity as will be reflected in the Company's most
recent quarterly financial statements, as adjusted to reflect the most recent
appraised value of the Properties.

Upon consummation of the Offering, the Advisory Agreement will be amended to
have an initial term of three years commencing on the consummation of the
Offering and is thereafter automatically renewed

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for additional one-year terms. After the initial three-year term, the Advisor's
performance will be reviewed annually and the Advisory Agreement may be
terminated annually upon the vote of the WAT Trustee and at least 75% of the
Independent Directors based on unsatisfactory performance that is materially
detrimental to the Company or if the compensation payable to the Advisor is not
fair, subject to the Advisor's right to prevent a termination by accepting a
mutually acceptable reduction of its fees. In addition, the Advisory Agreement
may be terminated at any time, for cause, which is defined as fraud,
misappropriation of funds or willful violation of the Advisory Agreement.

The Advisor can terminate the Advisory Agreement if the Advisor notifies the
Company that advisory services shall cease to be one of the major business
undertakings of Westfield Holdings in the United States, except that the
Advisory Agreement will continue for a period of 180 days thereafter so long as
the Company is reasonably satisfied with the Advisor's ability to provide the
required services during such period.

The principal executive officer of the general partner of the Advisor is
Peter S. Lowy, a director and co-president of the Company, who has for at least
for the last five years has worked for Westfield Holdings. The Advisor is
located at 11601 Wilshire Boulevard, 12th Floor, Los Angeles, California 90025.

THE MANAGER AND THE MANAGEMENT AGREEMENTS

The Manager, CenterMark Management Company, a Delaware limited partnership
wholly-owned by Westfield Holdings Limited, manages the Properties (other than
North County Fair). Under separate management agreements (each individually a
"Management Agreement" and collectively the "Management Agreements"), the
Manager has managed each wholly-owned Center in the Company's portfolio and the
Centers owned by the Joint Ventures for which the Company has management
responsibility, since January 1995. Prior to January 1995, Westfield Holdings
provided management services to the Company from and after its acquisition by
Westfield Holdings and others in February 1994. The Manager provides management
and leasing services including, among other duties, (i) paying expenses of the
Center to the extent that the Company has provided the funds, (ii) negotiating,
administering and enforcing leases, (iii) administering and enforcing service,
maintenance and other agreements made by or on behalf of the Company or Center,
(iv) employing, paying and supervising the employees necessary to operate and
maintain the Center, (v) cleaning, maintaining, servicing and repairing the
Center, (vi) notifying the Company of any tax assessments, reassessments or
other impositions and handling any relevant appeals at the request and cost of
the Company, (vii) formulating and implementing an insurance plan, (viii)
locating and endeavoring to secure suitable tenants, and (ix) performing other
activities necessary for running a Center. For each of the wholly-owned Centers,
the Manager receives a leasing and management fee from the Company equal to 5%
of all minimum, fixed and percentage rents payable with respect to the wholly-
owned Centers, a lease preparation fee of $750 per lease, and a tenant plan
review fee of $1,000 per tenant. For the Joint Venture properties managed by the
Manager, the fees payable to the Manager are based on the terms of the Joint
Venture agreements but the Company's share thereof are subject to adjustment so
that the aggregate fees payable by the Company with respect to such properties
are the same as payable with respect to the wholly-owned Centers. Fees paid for
the year ended December 31, 1996 to the Manager under these agreements totaled
$5.2 million, including $1.7 million of which was capitalized.

Upon consummation of the Offering, each Management Agreement will be amended
to have an initial three-year term commencing upon the consummation of the
Offering followed by automatic one-year renewals. After the initial three-year
term, the Manager's performance will be reviewed annually and the Management
Agreements may be terminated annually upon the vote of the WAT Trust and at
least 75% of the Independent Directors based on unsatisfactory performance that
is materially detrimental to the Company or if the compensation to the Manager
is not fair, subject to the Manager's right to prevent termination by accepting
a mutually acceptable reduction of its fees. In addition, each of the Management
Agreements may be terminated at any time for cause, which is defined as fraud,
misappropriation of funds or willful violation of the respective Management
Agreements.

Pursuant to a separate letter agreement, the Company and Manager have also
agreed that so long as the Manager is managing the Centers under the Management
Agreements, the Manager will manage all wholly-owned properties acquired by the
Company in the future and that the Company will use its

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reasonable efforts to have the Manager appointed as the manager with respect to
any future joint venture properties controlled by the Company.

The Manager can terminate the Management Agreements if the Manager notifies
the Company that management of regional shopping centers shall cease to be one
of the principal business undertakings of Westfield Holdings Limited in the
United States, except that the Management Agreements will continue for a period
of 180 days thereafter so long as the Company is reasonably satisfied with the
Manager's ability to provide the required services during such period.

The principal executive officer of the general partner of the Manager is
Richard E. Green, a director and co-president of the Company, who for at least
the last five years has served as the President of Westfield Holdings's U.S.
operations. The Manager is located at 11601 Wilshire Boulevard, 12th Floor, Los
Angeles, California 90025.

THE DEVELOPER AND THE DEVELOPMENT AGREEMENT

The Developer, Westfield Corporation, Inc., a Delaware corporation,
wholly-owned by Westfield Holdings Limited, carries out planning and
pre-development work to determine feasible and economically viable developments
of properties within the Company's portfolio. Under the Master Development
Framework Agreement, dated July 1, 1996, the Developer is reimbursed for costs,
subject to the work being performed in accordance with an annual plan or
redevelopment budget previously approved by the Board of Directors. If the
Company in its sole discretion (based on feasibility and other appropriate
studies) decides to proceed with a particular development, the Developer
provides the necessary development services pursuant to a separate Development
Agreement to be entered into by the parties. The Developer provides (i) such
development services for a fixed fee equal to 5% of the final gross project
price, (ii) architectural, design and engineering services for a fixed fee equal
to 10% of the construction costs and (iii) other related services in
consideration of agreed fees. The construction portion of the development
project is performed on a fixed price basis. The Master Development Framework
Agreement provides that the Company is to engage an independent representative
to advise the Company with respect to the proposed fixed price and the
construction schedule. If the Company and the Developer cannot agree as to the
fixed price or the construction schedule for the project, and the parties'
respective independent representatives cannot negotiate a resolution, an
independent expert will determine the appropriate price and construction
schedule. The Developer may then either accept the independent expert's proposal
or agree to perform the work on a "cost plus" basis in which case the Developer
will (i) be paid for the actual cost of performing the services plus a
percentage of those costs as agreed between the Company and the Developer and
(ii) the Company may designate the schedule, but the Developer will not be
liable if the construction schedule is not achieved. The Company has no
obligation to proceed with any development project. The decisions to proceed
with a development project and the fixed price with respect thereto requires the
approval of a majority of the Independent Directors.

Upon consummation of the Offering, the Master Development Framework
Agreement will be amended to provide that it may be terminated by the Company by
a vote of at least 75% of the Independent Directors if the Advisory Agreement
and the Management Agreements have been terminated in accordance with their
terms. In such event, the Developer and the Company will remain bound by the
Master Development Framework Agreement for the remaining term with respect to
any development projects for which the Developer has commenced to provide
substantial predevelopment services to the Company. In addition, the Master
Development Framework Agreement may be terminated at any time for cause, which
is defined as fraud, misappropriation of funds or willful violation of the
Master Development Framework Agreement. Similarly, any Development Agreement may
be terminated for cause, which is defined as fraud, misappropriation of funds or
willful violation of the Development Agreement.

The Developer can terminate the Master Development Framework Agreement if
the Developer notifies the Company that property development services shall
cease to be one of the principal business undertakings of Westfield Holdings
Limited in the United States, except that the Master Development Framework
Agreement will continue for a period of 180 days thereafter so long as the
Company is

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reasonably satisfied with the Developer's ability to provide the required
services during such period and except that any such termination shall not
affect any Development Agreement previously entered into by the Developer and
the Company.

The principal executive officer of the Developer is Richard E. Green, a
director and co-president of the Company, who for the last five years served as
the President of Westfield Holdings's U.S. operations. The Developer is located
at 11601 Wilshire Boulevard, 12th Floor, Los Angeles, California 90025.

WESTFIELD HOLDINGS MANAGEMENT

All of the officers of the Company are employed by Westfield Holdings and
receive compensation and fringe benefits from such entities and not from the
Company. Several of the officers serve as directors of Westfield Holdings
Limited and certain of such officers and associates beneficially own shares of
Westfield Holdings and units of WAT. See "Principal Shareholders." As a result
of such employment and interests, the officers of the Company receive an
indirect benefit from the advisory, management and development arrangements
described above.

CERTAIN TRANSACTIONS

RELATIONSHIPS AND TRANSACTIONS WITH WESTFIELD HOLDINGS

SERVICES

Westfield Holdings provides advisory to the Company and management and
development services services to the Centers, for which it receives fees. All of
the officers of the Company and certain of its directors are officers and
directors of Westfield Holdings. See "Advisory, Management and Development
Services to the Company."

STOCK OWNERSHIP

Westfield Holdings acquired a 40% interest in the Company from Prudential in
1994 and in 1995 Westfield Holdings purchased an additional 10% of the Company
from certain other investors. Westfield Holdings currently owns 10,930,672
shares of Common Stock. Westfield Holdings received in connection with the
Recapitalization WAT ordinary options, which permit it to exchange each share of
Common Stock owned by Westfield Holdings for ordinary units of WAT. The ordinary
options will expire upon consummation of the Offering.

WPI ACQUISITION

In connection with the Recapitalization, the Company acquired from interests
associated with the Lowy family indirect ownership of three additional regional
shopping centers, Connecticut Post Mall, Trumbull Shopping Park and South Shore
Mall. The acquisition was made and the price was determined based on a due
diligence investigation, review of the books, records and properties and receipt
of an independent appraisal of the three Centers. The Company paid $62.8
million, after adjustments, plus the assumption of debt, as the purchase price
for the acquisition which closed on July 1, 1996. The sellers remain liable for
certain liabilities, including certain income taxes imposed on WPI and its
subsidiaries with respect to periods prior to the closing of the purchase.
Although there is no assurance that the continuing undertaking of the sellers
(including credit support for such indemnity of not less than $20 million) will
be adequate to discharge any such liabilities, the Company believes that no such
liability would be material to the Company. The Company believes that, although
this acquisition was negotiated between associated parties, it reflects market
terms.

GARDEN STATE PLAZA OPTION

In July 1996, the Company acquired from Westfield Holdings an option to
acquire at fair market value the stock of Westland Realty, Inc., the holder of
an indirect 50% partnership interest in the Garden State Plaza located in
Paramus, New Jersey.

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The Garden State Plaza Option is exercisable following the completion of an
independent valuation of the property to determine its fair market value.
Contemporaneously with the closing of the Offering, the Garden State Plaza
Option will be amended to provide that the valuation procedure may be commenced
by the Company upon (x) at any time after completion and stabilization of the
current expansion of the property, defined to mean the leasing of 95% of the
mall gross leasable area for the expansion, (y) at any time after the date which
is 18 months after completion of the current expansion of the property and (z)
no later than January 2, 2002. The valuation is to be performed by an
independent appraiser approved by the Company and Westfield Holdings within 30
days after the Company elects to commence the valuation procedure. The purchase
price under the Garden State Plaza Option is equal to 50% of such fair market
valuation, subject to adjustment for the mortgage debt of Garden State Plaza,
the Garden State Plaza Loan and the amount by which current assets exceed
current liabilities. The Garden State Plaza Option must be exercised within 120
days after delivery of the determination of the fair market value of the
property.

Although the Garden State Plaza Option is not currently exercisable, the
Company will acquire a substantial economic interest in the revenues to be
received from the Garden State Plaza by making a $145 million participating
secured loan to the subsidiary of Westfield Holdings Limited which owns the 50%
indirect interest in Garden State Plaza. The loan will yield the Company a fixed
annual return of 8.5% per annum. The Company will also receive participating
interest based on a portion of the cash flow from Garden State Plaza subject to
an aggregate limit for fixed interest and participating interest of 11% per
annum. The loan will mature in 10 years, may be prepaid without premium after
five years, will be secured by a security interest in Westfield Holdings's
partnership interests in the entity that owns Garden State Plaza, and will be on
a nonrecourse basis to the borrower.

The other 50% interest in Garden State Plaza is owned by affiliates of
Rodamco North American B.V., a Netherlands corporation.

WESTFIELD HOLDINGS WARRANTS

Contemporaneously with the Offering, the Company will purchase from
Westfield Holdings Limited the non-transferable Westfield Holdings Warrants to
acquire up to 9.8 million ordinary shares of Westfield Holdings Limited. The
purchase price for each Westfield Holdings Warrant will be Aus.$2.00. The term
of the Westfield Holdings Warrants is five years but will be extended to seven
years if Australian law is changed to permit such longer term. The Westfield
Holdings Warrants will be exercisable in whole or in part following the third
anniversary of the grant of the Westfield Holdings Warrant. Each Westfield
Holdings Warrant will have an exercise price equal to the average of the closing
sale prices of ordinary shares of Westfield Holdings Limited on the ASX at the
close of business on the 20 business days immediately preceding the consummation
of the Offering, and, subject to certain anti-dilution adjustments, will entitle
the Company to receive one ordinary share of Westfield Holdings Limited. In
addition, the Company has the right to exercise the option for no cash payment,
in which events the Company would be entitled to receive, at the option of
Westfield Holdings Limited, either the number of Westfield Holdings Limited
ordinary shares equal in value to, or cash in an amount equal to, the amount by
which the then market price of the ordinary shares of Westfield Holdings Limited
exceeds the exercise price of such options. For these purposes, the market price
of an ordinary share of Westfield Holdings Limited will be equal to the average
of the closing sale price of such shares on the ASX at the close of business for
the 20 business days immediately preceding the exercise date. On February 28,
1997 the closing sale price on the ASX of the Westfield Holdings Limited
ordinary shares was Aus.$19.90.

For a description of the Westfield Holdings Warrants, see "The
Company--Westfield Holdings." The Westfield Holdings Warrants were negotiated
between associated parties and there can be no assurance that either the price
or the terms of the Westfield Holdings Warrant are fair.

RELATIONSHIPS AND TRANSACTIONS WITH WAT

WAT is an Australian unit trust which was established pursuant to a Trust
Deed, dated March 28, 1996, as amended (the "Trust Deed"), to acquire a majority
interest in the Company. WAT is managed by

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Westfield America Management Limited ("WAM"), a wholly-owned subsidiary of
Westfield Holdings Limited. WAT units are traded on the ASX.

The WAT Trustee is Perpetual Trustee Company Limited which is Australia's
largest independent trustee organization and has extensive experience in acting
as trustee of unit trusts, including listed property trusts. At the present
time, WAT's sole assets comprise its interest in the Company. Although under the
Trust Deed, WAM and the WAT Trustee have the power to make other investments,
WAT has informed the Company that it presently intends only to invest in the
Company.

The WAT Trustee generally exercises all of the voting rights over the shares
of Common Stock held by WAT as directed by WAM, the manager of WAT, subject to
certain exceptions contained in the WAT Trust Deed and applicable Australian
law, including an exception under current Australian law in relation to the
designation and election of the directors of the Company as set forth below.
Subject to the foregoing, so long as Westfield Holdings owns shares of Common
Stock and WAT and Westfield Holdings together hold more than 50% of the Common
Stock of the Company, the WAT Trustee has the power to vote in its absolute
discretion the number of shares of Common Stock held by WAT equal to the
difference between the number of shares of Common Stock held by WAT and
Westfield Holdings and 50% of the shares of Common Stock. Any additional shares
held by WAT will be voted by the WAT Trustee as directed by WAM.

Under current Australian law, the WAT Trustee must solicit approval of the
WAT unitholders before voting in the election of directors with respect to
shares of other corporations held by WAT. For this purpose a general meeting of
unitholders of WAT must be convened with each holder of WAT having one vote for
each unit held. The WAT Trustee votes all shares of Common Stock as a block in
the manner approved by a majority of the units voting on the matter at such
meeting of unitholders. The WAT Trustee will agree to call a meeting of WAT
unitholders to obtain approval for voting for the election of directors.

In July 1996, the Company sold WAT 19,631,543 shares of Common Stock and the
WAT Warrant for cash consideration of $314.3 million and WAT's agreement to
issue certain options to acquire WAT units to the Company or, at the direction
of the Company, to certain shareholders of the Company. As a result, 13,429,110
ordinary options were issued to the holders of Common Stock (including
10,930,672 ordinary options issued to Westfield Holdings) and 940,000 special
options were issued to the holder of Series A Preferred Shares (ABP). Each
ordinary option permits the holder to exchange one share of Common Stock for
ordinary units of WAT. Each special option permits the holder to purchase 124.92
ordinary units of WAT (subject to adjustment in certain events) for $100 or for
one share of Series A Preferred Shares. The ordinary options, which are
currently exercisable, will expire upon consummation of the Offering. The
special options become exercisable on July 1, 1998 and expire on July 1, 2011.
WAT has no right to cause the exercise of the options. If ordinary options are
exercised prior to the consummation of the Offering or special options are
exercised with Series A Preferred Shares, WAT's equity ownership of the Company
will increase. There can be no assurance that ordinary options will not be
exercised prior to consummation of the Offering or that special options will not
be exercised with shares of Series A Preferred Shares on or after July 1, 1998.
Under the WAT Warrant, WAT has the right to purchase at any time and from time
to time, in whole or in part, 6,246,096 shares of Common Stock at an exercise
price as well as the sales price for the Common Stock sold to WAT of $16.01 per
share, subject to adjustment in certain events. The exercise price was
determined based on the initial public offering price of the WAT units. The WAT
Warrant will expire on July 1, 2016. Westfield Holdings Limited has a right of
first refusal if WAT wishes to sell the WAT Warrant. In January 1997, the
Company sold WAT 8,151,155 shares of Common Stock for $130.5 million.

Upon consummation of the Offering, WAT will own % of the Common Stock on
a fully-diluted basis. WAT also has the right to acquire 6,246,096 shares of
Common Stock upon the exercise of the WAT Warrant. Upon the consummation of the
Offering, Westfield Holdings will own a % interest in WAT.

OTHER MATTERS

Roy Furman is a director of the Company and is the President of Furman Selz
LLC, one of the several underwriters. See "Underwriting."

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PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial
ownership (as defined under Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended) of shares of Common Stock by (1) each person known by
the Company to be the beneficial owner of more than a five percent interest in
the Company, (2) each director of the Company, (3) the Chief Executive Officer
of the Company and the four most senior officers of the Company other than the
Chief Executive Officer and (4) the directors and executive officers of the
Company as a group. Unless otherwise indicated in the footnotes, all of the
interests are owned directly, and the indicated person or entity has sole voting
and investment power.

<TABLE>
<CAPTION>
PERCENT OF NUMBER OF PERCENT OF
ALL SHARES SHARES OF ALL SHARES PERCENT OF PERCENT OF
NUMBER OF OF COMMON COMMON OF COMMON ALL WAT ALL WAT
SHARES OF STOCK STOCK STOCK UNITS UNITS
COMMON BENEFICIALLY BENEFICIALLY BENEFICIALLY NUMBER OF BENEFICIALLY BENEFICIALLY
STOCK OWNED PRIOR OWNED OWNED WAT UNITS OWNED OWNED
NAME AND ADDRESS OF BENEFICIALLY TO THE SUBSEQUENT SUBSEQUENT BENEFICIALLY PRIOR TO THE SUBSEQUENT
BENEFICIAL OWNER OWNED OFFERING TO OFFERING TO OFFERING OWNED OFFERING TO OFFERING
- ------------------------------------ ------------ ----------- ----------- ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Perpetual Trustee Company Limited,
as Trustee for Westfield
America Trust....................... 45,740,221 77.3% -- -- --
The National Manager (1)(2)(3) (1)(2)(3) (1)(2)(3) (1)(2)(3)
Property Trusts
Perpetual Trustees of
Australia Limited
Level 7
1 Castlereagh Street
Sydney, Australia
Westfield Holdings Limited.......... 10,930,672 19.1%
Level 24 Westfield Towers (2)(3) (2)(3) (2)(3) (2)(3)
100 William Street
Sydney, NSW 2011 Australia
Frank P. Lowy....................... (3) (3) (3) (3) 68,711,559 8.7% (3)(4)
(3)(4) (3)(4)
David H. Lowy....................... (3) (3) (3) (3) 68,711,559 8.7% (3)(4)
(3)(4) (3)(4)
Peter S. Lowy....................... (3) (3) (3) (3) 68,711,559 8.7% (3)(4)
(3)(4) (3)(4)
Frederick G. Hilmer................. -- -- -- -- -- -- --
Roy L. Furman....................... -- -- -- -- 250,000 * *
Richard E. Green.................... -- -- -- -- 300,000 * *
All directors and executive officers
as a group (11 persons)............ (3) (3) (3) (3) 69,261,559 8.9% (3)(4)
(3)(4) (3)(4)
</TABLE>

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

* Less than 1%.

(1) Includes 6,246,096 shares issuable upon exercise of WAT Warrant. All of the
shares are held by the WAT Trustee as trustee of Westfield America Trust.
Except with respect to the election of directors, the WAT Trustee has the
power to vote 23,023,029.5 (28,246,077.5 assuming exercise of the WAT
Warrant) of such shares in its absolute discretion and the remaining shares
held by the WAT Trustee are voted by the WAT Trustee as directed by WAM, a
subsidiary of Westfield Holdings Limited. The WAT Trustee may only vote the
shares for the election of directors as approved by the holders of WAT

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<PAGE>
units. The WAT Trustee disclaims beneficial ownership of such shares.
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. Certain shareholders of the Company hold
options granted by WAT permitting such holders to exchange Common Stock for
ordinary units of WAT. If such options were exercised prior to consummation
of the Offering, WAT's beneficial ownership of the Common Stock would
increase. See "Certain Transaction--Relationships and Transactions with
WAT."

(2) The shares of Common Stock are held by wholly-owned subsidiaries of
Westfield Holdings Limited. Excludes WAT units issuable in exchange for
shares of Common Stock upon exercise of WAT ordinary options that expire
upon consummation of the Offering. Westfield Holdings Limited may also be
deemed solely for purposes of U.S. securities laws to beneficially own the
45,740,221 shares of Common Stock held in the name of the WAT Trustee by
virtue of its ownership of WAM, which currently has the power to direct the
vote of 16,371,095.5 (17,494,143.5 assuming exercise of the WAT Warrant) of
such shares, other than for the election of directors, and has investment
power over such shares. See footnote (1) 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. See "Certain Transactions."

(3) Messrs. Frank P. Lowy, David H. Lowy and Peter S. Lowy (each of whom is a
member of the Board of Directors, are directors and officers of Westfield
Holdings Limited) and interests associated with the Lowy family own
approximately 45% of the outstanding ordinary shares of Westfield Holdings
Limited and, as such, Messrs. Frank, David and Peter Lowy may be deemed
solely for purposes of U.S. securities laws to beneficially own the
securities indicated as owned and deemed beneficially owned by Westfield
Holdings Limited. Messrs. Frank, David and Peter Lowy disclaim beneficial
ownership of such shares. 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.

(4) Interests associated with the Lowy family own 68,711,559 WAT units.

Except as set forth above, no director, nominee or executive officer of the
Company will beneficially own shares of Common Stock as of completion of the
Offering.

DESCRIPTION OF CAPITAL STOCK

The following summaries of certain provisions of the Articles and By-Laws,
as amended prior to consummation of the Offering, do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all of
the provisions of the proposed Articles and By-Laws, forms of which are exhibits
to the Registration Statement of which this Prospectus is a part, and by the
provisions of the General Business and Corporation Law of Missouri ("GBCL"). See
"Additional Information."

CAPITAL STOCK

Upon the consummation of the Offering, the Articles will authorize the
issuance of 410,000,200 shares of stock, consisting of (i) two hundred (200)
shares of non-voting senior preferred stock, par value $1.00 per share (the
"Senior Preferred Shares"), of which one hundred five (105) shares are currently
outstanding, (ii) five million (5,000,000) shares of preferred stock, par value
$1.00 per share (the "Preferred Stock"), of which nine hundred forty thousand
(940,000) shares are designated Series A cumulative redeemable preferred stock
(the "Series A Preferred Shares"), and of which nine hundred forty thousand
(940,000) are currently outstanding, (iii) 200,000,000 shares of Common Stock,
par value $.01 per share (the "Common Stock"), of which 52,929,535 are currently
outstanding (without giving effect to the Offering, or the exercise of the WAT
Warrant), (iv) 200,000,000 shares of excess common stock, par value $.01 per
share (the "Excess Common Shares" and, together with the Common Stock, the
"Common Shares") none of which are currently outstanding, and (v) five million
(5,000,000) shares of excess preferred stock, par value $1.00 per share (the
"Excess Preferred Shares" and collectively with the Excess Common Shares, the
"Excess Shares") of which none are currently outstanding.

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SENIOR PREFERRED SHARES

The holders of Senior Preferred Shares shall be entitled to receive, when
and as declared by the Board of Directors, but only out of funds legally
available therefor, cash dividends at the annual rate of $35.00 per share, and
no more, payable quarterly. No dividend shall be paid on any Preferred Stock or
Common Shares unless the full dividend has been paid on Senior Preferred Shares.
In the event of any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Company, the holders of Senior Preferred Shares shall
be entitled, before any distribution or payment is made to the holders of any
Preferred Stock or Common Shares, to be paid in full an amount equal to $550.00
per share, together with the full dividend thereon for the then current
quarterly-yearly dividend period. The Company, at the option of the Board of
Directors, may redeem in whole, but not in part, the Senior Preferred Shares at
the time outstanding at any time from and after February 20, 1999, upon notice,
at a redemption price for each Senior Preferred Share equal to $550.00, together
with the full dividend thereon for the then current quarterly-yearly dividend
period. Except as required by applicable law, the holders of Senior Preferred
Shares shall have no voting rights in the Company. The Company may repurchase
the outstanding Senior Preferred Shares after the consummation of the Offering.

PREFERRED STOCK

Preferred Stock may be issued, from time to time, in one or more series as
authorized by the Board of Directors. Prior to issuance of a series, the Board
of Directors by resolution shall designate that series to distinguish it from
other series and classes of stock of the Company, shall specify the number of
shares to be included in the series, and shall fix the terms, rights,
restrictions and qualifications of the shares of the series, including any
preferences, voting powers, dividend rights and redemption, sinking fund and
conversion rights. Subject to the express terms of any other series of Preferred
Stock outstanding at the time, the Board of Directors may increase or decrease
the number of shares or alter the designation or classify or reclassify any
unissued shares of a particular series of Preferred Stock by fixing or altering
in any one or more respects from time to time before issuing the shares any
terms, rights, restrictions and qualifications of the shares.

SERIES A PREFERRED SHARES

The holders of Series A Preferred Shares shall be entitled to receive, when
and as declared by the Board of Directors, but only out of funds legally
available therefor, per share cumulative cash dividends equal to the greater of
(i) $8.50 per annum and (ii) an amount currently equal to 6.2461 times the
dollar amount declared on Common Shares for such period, subject to certain
adjustments. Holders of Series A Preferred Shares are entitled to dividends
before dividends can be distributed to holders of Common Shares. In the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Company, the holders of Series A Preferred Shares shall be
entitled, before any distribution or payment is made to the holders of any
Common Shares, to be paid in full an amount per share equal to $100.00, together
with all accrued and unpaid dividends through the end date of the calendar
quarter most recently completed prior to the date of liquidation, dissolution or
winding up of the affairs of the Company plus $2.125 times a fraction equal to
the actual number of days elapsed from the end date of the calendar quarter most
recently completed to the relevant liquidation date over 90 days. From and after
July 1, 2003, the Company, at the option of the Board of Directors, with
approval of a majority of the Independent Directors, may redeem in whole, or in
part, the outstanding Series A Preferred Shares at a redemption price of $100.00
per share, together with all accrued and unpaid dividends through the end date
of the calendar quarter most recently completed prior to the redemption date
plus $2.125 times a fraction equal to the actual number of days elapsed from the
end date of the calendar quarter most recently completed to the relevant
redemption date over ninety days, plus a right to receive on the payment date
for the next quarterly dividend declared on the Common Stock an amount equal to
the proportionate additional amount, if any, of dividends the holder of such
Series A Preferred Share would have been entitled to receive had such share been
held on the record date for such Common Stock dividend.

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The holders of Series A Preferred Shares shall have no voting rights in the
Company except: (i) in the event that the Board of Directors has not declared a
dividend payable to holders of Series A Preferred Shares for four (4) quarterly
dividend periods, the number of directors constituting the Board of Directors
shall, without further action, be increased by one (1) and the holders of a
majority of the Series A Preferred Shares shall have the exclusive right to
elect one (1) director to fill such newly created directorship until such time
as all such dividends in arrears are made current and paid in full, at which
time the director so elected shall cease to be a director, and the number of
directors constituting the Board of Directors shall be reduced by one, (ii) a
majority vote of the holders of Series A Preferred Shares voting together as a
class shall be required to approve any amendment to the Articles that materially
and adversely affects their rights, PROVIDED, that the unanimous approval of the
holders of Series A Preferred Shares shall be required for any amendment to the
Articles that would decrease the rate or change the time of payment of any
dividend or distribution on the Series A Preferred Shares, decrease the amount
payable upon redemption of the Series A Preferred Shares or upon liquidation of
the Company, or advance the date on which the Series A Preferred Shares may be
redeemed by the Company, amend the number of shares of Series A Preferred Shares
required to effect amendments to the Articles, (iii) the affirmative vote of the
holders of a majority of the Series A Preferred Shares voting together as a
class shall be required to approve any merger or consolidation of the Company
and another entity in which the Company is not the surviving corporation and
each holder of the Series A Preferred Shares does not receive shares of the
surviving corporation with substantially similar rights, preferences and powers
in the surviving corporation as the Series A Preferred Shares have with respect
to the Company, (iv) the affirmative vote of the holders of a majority of the
Series A Preferred Shares voting together as a class shall be required to
approve any voluntary action by the Board of Directors intended to cause the
Company to cease to have the status as a REIT and (v) as otherwise required by
applicable law.

COMMON SHARES

DIVIDEND RIGHTS

The holders of Common Shares shall be entitled to receive such dividends as
may be declared by the Board of Directors out of funds legally available
therefor. In order to qualify as a REIT, the Company is required to distribute
95% of its taxable income. The Company currently intends to continue to pay
regular quarterly distributions to its shareholders with the distribution in
respect of the quarter ending June 30, 1997 to be paid on or about July 31,
1997. Holders of the Senior Preferred Shares and Series A Preferred Shares will
continue to have a preference with respect to dividends relative to the holders
of Common Shares. The Company expects that distributions of the Company will be
declared for the three month periods ending March 31, June 30, September 30 and
December 31 each year.

Prior to the closing of the Offering, the Company anticipates that the Board
of Directors will declare a dividend for the shareholders of record with respect
to a portion of the Funds from Operations for the second quarter of 1997 such
that the holders of the Common Stock and Preferred Shares as of the day
immediately preceding the closing of the Offering will receive a pro-rata
portion of the Funds from Operation for the second quarter of 1997 based on the
number of days between and including April 1, 1997 and the day immediately
preceding the closing of the Offering. In addition, the Company anticipates that
the Board of Directors will declare a dividend for the period from the closing
of the Offering to June 30, 1997.

LIQUIDATION RIGHTS

In the event of liquidation, dissolution, or winding up of, or any
distribution of the assets of the Company, each holder of Common Shares shall be
entitled to share ratably with each other holder of Common Shares, in that
portion of the assets of the Company available for distribution to holders of
Common Shares as the number of Common Shares held by such holder bears to the
total number of Common Shares then outstanding.

VOTING RIGHTS

At all meetings of the shareholders of the Company, each holder of Common
Shares shall be entitled to one vote for each Common Share entitled to vote at
such meeting. The affirmative vote of a majority of

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the holders of Common Shares voting together as a class shall be required to
approve: (1) an election to change the Company's status as a REIT, and (2) other
matters as required by applicable law.

ELECTION AND REMOVAL OF DIRECTORS

The Board of Directors will be divided into three classes with the terms of
office of directors of each class ending in different years. The Class I, II and
III directors are to serve until the Annual Meeting of Shareholders in 1998,
1999 and 2000, respectively, or until their successors are elected. Following
such initial term, the directors will serve three-year terms, or until their
successors are elected.

Directors will be elected by a majority of the Common Shares entitled to
vote on the election of directors represented in person or by proxy at a meeting
at which a quorum is present, subject to any rights of holders of the Preferred
Stock to elect directors. There are no cumulative voting rights. The Articles
will provide that directors may be removed from office only for cause and with
the vote of a majority of the outstanding Common Shares then entitled to vote
for the election as directors.

PREEMPTIVE RIGHTS

No holder of Common Shares shall be entitled as a matter of right to
subscribe for or purchase, or have any preemptive right with respect to, any
part of any new or additional issue of stock of any class what-soever, or of
securities convertible into any stock of any class whatsoever, whether now or
hereafter authorized and whether issued for cash or other consideration or by
way of dividend.

REDEMPTION RIGHTS

No holder of Common Shares is entitled to redemption rights.

SHAREHOLDER LIABILITY

Under Missouri corporate law, no shareholder of the Company will be liable
personally for any obligation of the Company solely as a result of his, her or
its status as a shareholder.

RESTRICTIONS ON OWNERSHIP AND TRANSFER

In order for the Company to qualify as a REIT under the Code, not more than
50% in value of its outstanding capital stock may be owned, directly or
indirectly, by or for five or fewer individuals (as set forth in the Code and
referred to herein as "Individuals") during the last half of a taxable year, and
the shares of capital stock must be beneficially owned by 100 or more persons
during at least 335 days of a taxable year of 12 months, or during a
proportionate part of a shorter taxable year. Because the Board of Directors
believes that it is essential for the Company to continue to qualify as a REIT,
the Board of Directors has adopted, and the shareholders have approved,
provisions of the Articles restricting the acquisition of shares of the
Company's stock.

Subject to certain exceptions specified in the Company's Articles, no holder
may own, or be deemed to own by virtue of various attribution and constructive
ownership provisions of the Code and Rule 13d-3 under the Exchange Act, more
than % of the outstanding shares of capital stock. The Articles authorize the
Board of Directors to increase the Ownership Limit on a case by case basis (to a
maximum of %) if evidence satisfactory to the Board of Directors based upon
the advice of the Company's tax counsel or other evidence or undertakings
acceptable to it is presented that such ownership will not then or in the future
jeopardize the Company's status as a REIT. As a condition of such waiver, the
Board of Directors may require opinions of counsel satisfactory to it, and/or
undertakings from the applicant with respect to preserving the REIT status of
the Company (with an exception for Frank P. Lowy and the members of his family,
who generally may not own more than % of the combined total outstanding shares
of capital stock). The foregoing restrictions on transferability and ownership
will not apply if the Board of Directors determines that it is no longer in the
best interests of the Company to attempt to qualify, or to continue to qualify,
as a REIT and a resolution terminating the Company's status as a REIT

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and amending its Articles to remove the foregoing restrictions is duly adopted
by the Board of Directors and a majority of the holders of each of the Common
Stock and the Series A Preferred Stock.

If shares of capital stock in excess of the Ownership Limit, or shares of
capital stock which would cause the Company to be beneficially owned by less
than 100 persons, or which would result in it being "closely held," within the
meaning of Section 856(h) of the Code, or which would otherwise result in the
Company failing to qualify as a REIT, are issued or transferred to any person,
such issuance or transfer shall be null and void to the intended transferee, and
the intended transferee would acquire no rights to the stock. Shares of capital
stock transferred in excess of the Ownership Limit or other applicable
limitations will automatically be converted into Excess Shares and transferred
to a designated charitable organization, and if necessary to avoid the Company
from being considered closely held, such other charitable organizations as
designated by the Trustee. In addition, if any other event occurs which would
result in any person beneficially holding shares of capital stock in excess of
the Ownership Limit, then shares of capital stock beneficially held by such
person shall also be transferred to the trust to the extent of such excess.
Shares transferred to such trust will remain outstanding, and the trustee of the
trust will have all voting and dividend rights pertaining to such shares. The
trustee of such trust may transfer such shares to a person whose ownership of
such shares does not violate the Ownership Limit or other applicable limitation.
Upon a sale of such shares by the trustee, the interest of the charitable
beneficiary will terminate, the Excess Shares will automatically be converted
into shares of capital stock of the same type and class of the shares from which
they were converted, and the sales proceeds would be paid, first, to the
original intended transferee, to the extent of the lesser of (a) such
transferee's original purchase price (or the original market value of such
shares if purportedly acquired by gift or devise) and (b) the price received by
the trustee, and, second, any remainder to the charitable beneficiary. In
addition, shares of stock held in such trust may be purchased by the Company (at
its option) for a 90-day period at a price equal to the lesser of the price paid
for the stock by the original intended transferee (or the original market value
of such shares if purportedly acquired by gift or devise) and the market price
for the stock on the date that the Company determines to purchase the stock. The
90-day period commences on the date of the transfer in violation of the
foregoing only or the date that the Board of Directors determines in good faith
that a violative transfer has occurred, whichever is later.

All certificates representing shares of Common Stock will bear a legend
referring to the restrictions described above, as follows:

The shares of Common Stock represented by this certificate are subject
to restrictions on ownership and transfer for the purpose of the Company's
maintenance of its status as a real estate investment trust under the
Internal Revenue Code of 1986, as amended (the "Code"). No individual may
Beneficially Own Common Shares in excess of the then applicable Ownership
Limit with respect to the Common Shares, which may decrease or increase from
time to time, unless such Individual is an Existing Holder. Any Individual
who attempts to Beneficially Own Common Shares in excess of the above
limitations must immediately notify the Corporation. All capitalized terms
used in this legend have the meanings defined in the Articles of
Incorporation, a copy of which, including the restrictions on ownership and
transfer, will be sent without charge to each shareholder who so requests.
If the restrictions on ownership and transfer are violated, the Common
Shares represented hereby will be automatically exchanged for Excess Shares
and will be deemed transferred to a Special Trust, as provided in the
Articles of Incorporation.

All persons who own, directly or by virtue of the attribution provisions of
the Code and Rule 13d-3 under the Exchange Act, more than a specified percentage
of the outstanding shares of Common Stock must file an affidavit with the
Company containing the information specified in the Articles within 30 days
after January 1 of each year. In addition, each shareholder shall upon demand be
required to disclose to the Company in writing such information with respect to
the direct, indirect and constructive ownership of shares as the Board of
Directors deems necessary to comply with the provisions of the Code applicable
to a REIT or to comply with the requirements of any taxing authority or
governmental agency.

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The ownership limitations may have the effect of precluding acquisition of
control of the Company by a third party unless the Board of Directors and the
shareholders determine that maintenance of REIT status is no longer in the best
interests of the Company.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is .

LISTING

Currently, there is no established trading market for the Common Stock.
Application will be made to list the Common Stock on the NYSE under the trading
symbol "WEA." WAT Units are listed and traded on the ASX.

CERTAIN PROVISIONS OF THE COMPANY'S
ARTICLES OF INCORPORATION AND BY-LAWS AND OF MISSOURI LAW

Certain provisions of the Articles and By-Laws of the Company that will be
in effect upon consummation of the Offering and the General Business and
Corporation Law of Missouri (the "GBCL"), as well as the substantial influence
of WAT and Westfield Holdings may delay or make more difficult unsolicited
acquisitions or changes of control of the Company. It is believed that such
provisions will enable the Company to develop its business in a manner that will
foster its long-term growth without disruption caused by the threat of a
takeover not deemed by its Board of Directors to be in the best interests of the
Company and its shareholders. Such provisions could have the effect of
discouraging third parties from making proposals involving an unsolicited
acquisition or change of control of the Company, although such proposals, if
made, might be considered desirable by the holders of the Shares. Such
provisions may also have the effect of making it more difficult for third
parties to cause the replacement of the current management of the Company
without the concurrence of the Board of Directors. These provisions include
among others, (i) the Ownership Limit, (ii) the availability of capital stock
for issuance from time to time at the discretion of the Board of Directors (see
"Description of Capital Stock--Capital Stock" and "Description of Capital
Stock--Preferred Shares"), (iii) classified board of directors, (iv) inability
of the shareholders to take action by written consent, (v) prohibitions against
shareholders calling a special meeting of shareholders, (vi) requirements for
advance notice for raising business or making nominations at shareholders'
meetings, and (vii) additional requirements for certain business combination
transaction. The descriptions set forth herein of such provisions do not purport
to be complete and are qualified in their entirety by reference to the Articles
and By-Laws, which have been filed as exhibits to the Registration Statement of
which this Prospectus is a part, and to the provisions of the GBCL.

OWNERSHIP LIMIT

Upon consummation of the Offering, the Articles will incorporate the
Ownership Limit. The Ownership Limit may discourage a change in control of the
Company and may also deter tender offers for Common Stock which may be
advantageous to holders of the Common Stock and limit the opportunities of
holders of their shares to receive a premium for their Common Stock that might
otherwise exist if an investor were attempting to assemble a block of shares or
otherwise effect a change of control of the Company.

ADDITIONAL CLASSES AND SERIES OF PREFERRED STOCK

The Board of Directors is authorized to issue additional authorized but
unissued shares of Common Stock and to establish one or more series of Preferred
Stock and establish the number of shares to be included in the series and the
terms of such series, including any preferences, voting powers, dividend rights
and redemption, sinking fund and conversion rights, and issue such Common Stock
and Preferred Stock, without any further vote or action by the shareholders,
unless such action is required by applicable law or the rules of any stock
exchange or automated quotation system on which the Company's securities

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are listed. The issuance of additional capital stock may have the effect of
delaying, deferring or preventing a change in control of the Company. The
issuance of additional series of Preferred Stock with voting or conversion
rights may adversely affect the voting power of the holders of Common Stock. The
ability of the Board of Directors to issue additional capital stock, while
providing flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of the Company.

SIZE OF BOARD, ELECTION OF DIRECTORS, CLASSIFIED BOARD, REMOVAL OF DIRECTORS AND
FILLING VACANCIES

The Articles and By-Laws will provide that the Board of Directors be divided
into three classes as nearly equal in number as possible, with directors having
three-year terms of office that expire at different times in annual succession.
The Articles will provide that directors may not be removed from office prior to
the expiration of their term without cause and the vote of a majority of the
outstanding Common Shares. A classified board makes it more difficult for
shareholders to change a majority of the directors.

The By-Laws of the Company will limit the total number of directors to 14
and provide that newly created directorships resulting from any increase in the
authorized number of directors (or any vacancy) may be filled by a vote of a
majority of directors then in office. Accordingly, the Board of Directors of the
Company may be able to prevent any shareholder from obtaining majority
representation on the Board of Directors by increasing the size of the board and
filling the newly created directorships with its own nominees.

LIMITATIONS ON SHAREHOLDER ACTION BY WRITTEN CONSENT; ABILITY TO CALL SPECIAL
MEETINGS

As required by the GBCL, the Articles and the By-Laws provide that an action
by written consent of shareholders in lieu of a meeting must be unanimous. The
By-Laws will provide that, unless otherwise prescribed by statute or the
Articles, special meetings of the shareholders can be called only by the
Chairman of the Board of Directors, the Vice Chairman of the Board, if any, any
President or by resolution of the Board of Directors. Furthermore, as required
by the GBCL, the By-Laws will provide that only such business as is specified in
the notice of any such special meeting of shareholders may come before such
meeting.

These provisions may have an adverse effect on the ability of shareholders
to influence the governance of the Company and the possibility of shareholders
receiving a premium above market price for their securities from a potential
acquiror who is unfriendly to management.

ADVANCE NOTICE FOR RAISING BUSINESS OR MAKING NOMINATIONS AT MEETINGS

The By-Laws will establish an advance notice procedure for shareholder
proposals to be brought before an annual meeting of shareholders and for
nominations by shareholders of candidates for election as directors at an annual
or special meeting at which directors are to be elected. Only such business may
be conducted at an annual meeting of shareholders as has been brought before the
meeting by, or at the direction of, the Board of Directors, or by a shareholder
who has given to the Secretary of the Company timely written notice, in proper
form, of the shareholder's intention to bring that business before the meeting.
The chairman of such meeting will have the authority to make such
determinations. Only persons who are nominated by, or at the direction of, the
Board of Directors, or who are nominated by a shareholder who has given timely
written notice, in proper form, to the Secretary prior to a meeting at which
directors are to be elected will be eligible for election as directors of the
Company.

To be timely, notice of business to be brought before an annual meeting or
nominations of candidates for election as directors at an annual meeting is
required to be received by the Secretary of the Company not less than 60 nor
more than 90 days in advance of the meeting (or, in the event that less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, not later than 10 days after the first public notice or
disclosure of the date of such annual meeting).

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The notice of any nomination for election as a director is required to set
forth the name and address of the shareholder who intends to make the nomination
and of the person or persons to be nominated; the age and the principal
occupation or employment of each nominee; the class and number of shares
beneficially owned by such shareholder and by each nominee; and such other
information regarding each nominee proposed by such shareholder as are required
to be included in a proxy statement filed pursuant to the proxy rules of the
Commission; and the consent of each nominee to be named as a nominee and serve
as a director if so elected.

BUSINESS COMBINATION AND CONTROL SHARE ACQUISITION STATUTES AND RELATED
PROVISIONS

The Company is subject to the GBCL which contains certain provisions which
may be deemed to have an anti-takeover effect. Such provisions include
Missouri's Business Combination Statute and the control share acquisition
statute.

The Missouri Business Combination Statute prohibits certain transactions
between corporations subject to the statute and certain shareholders of such
corporations. In particular, the statute restricts certain "Business
Combinations" between a corporation and an "Interested Shareholder" or
affiliates of the Interested Shareholder unless certain conditions are met. A
"Business Combination" includes a merger or consolidation, certain sales,
leases, exchanges, pledges and similar dispositions of corporate assets or stock
and certain reclassifications and recapitalizations. An "Interested Shareholder"
includes any person or entity which beneficially owns or controls 20% or more of
the outstanding voting shares of the corporation.

During the five-year restricted period after a person or entity becomes an
Interested Shareholder, no Business Combination may occur unless such Business
Combination or the transaction in which the person or entity become an
Interested Shareholder (the "Acquisition Transaction") was approved by the board
of directors of the corporation on or before the date of the Acquisition
Transaction. Business Combinations may occur after the five-year period
following the Acquisition Transaction only if: (i) prior to the Acquisition
Transaction, the board of directors approved the Acquisition Transaction or
approved the Business Combination in question; (ii) the holders of a majority of
the outstanding voting stock, other than stock owned by the Interested
Shareholder, approve the Business Combination; or (iii) the Business Combination
satisfies certain detailed fairness and procedural requirements.

The statute applies only to Missouri corporations which have either their
principal place of business or substantial assets in Missouri. In addition, the
corporation must have at least 100 shareholders, and (a) more than 10% of the
shareholders must be resident in Missouri, (b) more than 10% of the outstanding
shares must be owned by Missouri residents, or (c) more than 10,000 shareholders
must be resident in Missouri (certain shares, such as shares held by nominees,
are disregarded in applying these tests). It will not be known whether this
latter requirement is met and whether the statute will be applicable to the
Company until after the Offering has been completed.

The GBCL exempts from the statute: (i) corporations not having a class of
voting stock registered under Section 12 of the Exchange Act; (ii) corporations
which adopt provisions in their articles of incorporation or bylaws expressly
electing not to be covered by the statute; and (iii) certain circumstances in
which a shareholder inadvertently becomes an Interested Shareholder. The
Company's Articles and By-Laws do not contain an election to "opt out" of the
Missouri Business Combination Statute.

Because the Missouri Business Combination Statute may not apply to the
Company, the Articles will contain a similar provision which will provide that,
during the five-year restricted period after a person or entity becomes an
Interested Shareholder, no Business Combination may occur unless such Business
Combination or the transaction in which the person or entity becomes an
Interested Shareholder was approved by the Board of Directors on or before the
date of the Acquisition Transaction or such person or entity was an Interested
Shareholder on the date the provision was adopted by the Shareholders of the
Company. Business Combinations may occur after the five-year period following
the Acquisition Transaction only if (i) prior to the Acquisition Transaction,
the board of directors approved the Acquisition Transaction or approved the
Business Combination in question; (ii) the holders of a majority of the

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outstanding voting stock, other than stock owned by the Interested Shareholder,
approve the Business Combination; or (iii) the Business Combination satisfies
certain detailed fairness and procedural requirements.

This provision may make it more difficult for a 20% beneficial owner to
effect transactions with the Company and may encourage persons interested in
acquiring the Company to negotiate in advance with the Board of Directors prior
to acquiring a 20% interest. It is possible that such provision could make it
more difficult to accomplish a transaction which shareholders may otherwise deem
to be in their interest.

The GBCL also contains a "Control Share Acquisition Statute" which may,
under some circumstances, limit the voting rights of certain shareholders. The
statute provides that an "Acquiring Person" who after any acquisition of shares
of certain publicly traded Missouri corporations has the voting power, when
added in all shares of the corporation previously owned or controlled by the
Acquiring Person, to exercise or direct the exercise of: (i) 20% but less than
33 1/3%, (ii) 33 1/3% or more but less than a majority or (iii) a majority, of
the voting power of outstanding stock of such corporation, will lose the right
to vote some or all of such shares unless the shareholder approval for the
purchase of the "Control Shares" is obtained. To obtain such approval, certain
disclosure requirements must be met and the retention or restoration of voting
rights approved by both: (i) a majority of the outstanding voting stock, and
(ii) a majority of the outstanding voting stock after exclusion of "Interested
Shares." Interested Shares are defined as shares owned by the Acquiring Person,
by directors who are also employees, and by officers of the corporation.
Shareholders are given dissenters' rights with respect to the vote on Control
Share Acquisitions and may demand payment of the fair value of their shares.

Certain acquisitions of shares are deemed not to constitute Control Share
Acquisitions, including good faith gifts, transfers pursuant to wills, purchases
pursuant to an issuance by the corporation, mergers involving the corporation
which satisfy the other requirements of the GBCL, transactions with a person who
owned a majority of the voting power of the corporation within the prior year,
or purchases from a person who has previously satisfied the provisions of the
Control Share Acquisition Statute so long as the transaction does not result in
the purchasing party having voting power after the purchase in a percentage
range (such ranges are as set forth in the immediately preceding paragraph)
beyond the range for which the selling party previously satisfied the provisions
of the statute. The statute applies only to Missouri corporations which satisfy
requirements as to their place of business or assets and the residence of the
shareholders similar to those applicable to the Business Combination Statute, as
described above. Consequently, it will not be known whether these requirements
are met and thus whether the statute will be applicable to the Company until
after the Offering has been completed. Additionally, a corporation may exempt
itself from application of the statute by inserting a provision in its articles
of incorporation or bylaws expressly electing not to be covered by the statute.
The Company's Articles and By-Laws do not contain an election to "opt out" of
the Control Share Acquisition Statute.

TERMINATION OF REIT STATUS

The Articles permit the directors, with the approval of the holders of a
majority of each of the holders of the Common Stock and the Series A Preferred
Shares, to terminate the status of the Company as a REIT under the Code at any
time.

LIMITATION ON LIABILITY OF DIRECTORS; INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Articles limit the liability of directors of the Company, in their
capacity as such, whether to the Company, its shareholders or otherwise, to the
fullest extent permitted by Missouri law.

The Articles also contain provisions indemnifying the Company's directors
and officers to the maximum extent permitted by Missouri law. Section 355.1 of
the GBCL provides that the Company may indemnify its directors, officers,
employees and agents in any action, suit or proceeding other than an action by
or in the right of the Company, against expenses (including attorneys' fees),
judgments, fines and settlement amounts actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner that such person reasonably believed to be

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in or not opposed to the best interests of the Company and, with respect to any
criminal action, had no reasonable cause to believe his conduct was unlawful.
Section 355.2 of the GBCL provides that the Company may indemnify any such
person in any action or suit by or in the right of the Company against expenses
(including attorneys' fees) and settlement amounts actually and reasonably
incurred by him in connection with the defense or settlement of the action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company, except that such
person may not be indemnified in respect of any matter in which such person has
been adjudged liable for negligence or misconduct in the performance of his duty
to the Company, unless authorized by the court. Section 355.1 of the GBCL
provides that the Company shall indemnify any such person against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the action, suit or proceeding if such person has been
successful in defending such action, suit or proceeding and if such action, suit
or proceeding is one for which the Company may indemnify him under Section 355.1
or 355.2. Section 355.7 of the GBCL provides that the Company shall have the
power to give any further indemnity to any such person, in addition to the
indemnity otherwise authorized under Section 355, provided such further
indemnity is either (i) authorized, directed or provided for in the Articles or
any duly adopted amendment thereof or (ii) is authorized, directed or provided
for in any by-law or agreement of the Company which has been adopted by a vote
of the shareholders of the Company, provided that no such indemnity shall
indemnify any person from or on account of any conduct of such person which was
finally adjudged to have been knowingly fraudulent or deliberately dishonest or
to be willful misconduct.

SHARES AVAILABLE FOR FUTURE SALE

GENERAL

After consummation of the Offering, there will be shares of Common Stock
issued and outstanding ( shares if the Underwriters' over-allotment option is
exercised in full). In addition, WAT holds a warrant entitling it to purchase
6,246,096 shares of Common Stock, in whole or in part, at any time and from time
to time prior to July 1, 2016, at an exercise price of $16.01 per share, subject
to adjustment in certain events. See "Certain Transactions--Relationships and
Transactions with WAT" and "Principal Shareholders." No prediction can be made
as to the effect, if any, that future sales of shares of Common Stock, the
availability of shares of Common Stock for future sale, or future issuances of
shares upon the exercise of the WAT Warrant will have on the market price of the
Common Stock prevailing from time to time.

All of the Shares sold in the Offering will be freely tradeable by persons
other than "affiliates" of the Company without restriction under the Securities
Act, subject to the limitations on ownership set forth in the Articles. See
"Description of Capital Stock Restrictions on Transfer and Excess Shares." The
shares of outstanding Common Stock owned by Westfield Holdings, WAT and
certain other existing shareholders, as well as the shares issuable upon
exercise of the WAT Warrant (the "Restricted Shares"), will be "restricted"
securities within the meaning of Rule 144 promulgated under the Securities Act
("Rule 144") and may not be sold in the absence of registration under the
Securities Act unless an exemption from registration is available, including
exemptions contained in Rule 144. As described below under "Registration
Rights," the Company has granted Westfield Holdings certain registration rights
with respect to its shares of Common Stock.

Of the shares of Common Stock held by WAT, 31,342,970 shares may be
eligible for sale in the public market 90 days after the effective date of the
Registration Statement of which this Prospectus is a part, 8,151,155 shares will
become eligible for sale in the public market upon expiration of such
stockholder's holding period on January 2, 1998, and the remainder will become
eligible for sale in the public market on the first anniversary of the effective
date of the Registration Statement of which this Prospectus is a part, subject
to compliance with the volume limitations under Rule 144. All of the 10,930,692
shares of Common Stock held by Westfield Holdings may be eligible for sale in
the public market 90 days after the completion of the Offering, subject to
compliance with the volume limitations under Rule 144. Subject to the
limitations on ownership set forth in the Articles and to compliance with the
volume limitations under Rule 144, 1,644,611 shares of Common Stock held by
unaffiliated investors

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may be eligible for sale in the public market 90 days after completion of the
Offering and will become freely tradeable upon on July 1, 1998.

In general, under Rule 144, as amended, effective late April 1997, if one
year has elapsed since the later of the date of acquisition of restricted shares
from the Company or any affiliate of the Company, the acquiror or subsequent
holder thereof is entitled to sell, within any three-month period commencing 90
days after the date of the effectiveness of the Registration Statement of which
this Prospectus is a part, a number of shares that does not exceed the greater
of (i) 1% of the then outstanding shares of Common Stock ( shares upon
consummation of this Offering) or (ii) the average weekly trading volume in the
Common Stock during the four calendar weeks preceding such sale, subject to the
filing of a Form 144 with respect to such sale and certain other limitations and
restrictions. In addition, if two years have elapsed since the later of the date
of acquisition of restricted shares from the Company or from any affiliate of
the Company, and the acquiror or any subsequent holder thereof is not deemed to
have been an affiliate of the Company at any time during the 90 days preceding a
sale, such person would be entitled to sell such shares under Rule 144(k)
without regard to the above-described requirements.

In addition, the Commission has recently proposed further revisions to the
holding periods and volume limitations contained in Rule 144. The adoption of
amendments effecting such proposed revisions may result in resales of restricted
securities sooner than would be the case under Rules 144 and 144(k) as currently
amended and to be in effect in late April 1997. However, there can be no
assurance of when, if ever, such amendments will be proposed or adopted.

Prior to the Offering, there has been no public market for the Common Stock
in the U.S., although the WAT units are listed and traded on the ASX.
Application in being made to list the Common Stock on the NYSE. No prediction
can be made as to the effect, if any, that future sales of Common Stock, or the
availability of Common Stock for future sale or any exercise of the WAT Warrant
will have on the market price of the Common Stock Shares prevailing from time to
time. Sales of substantial amounts of Common Stock, or any exercise of the WAT
Warrant, or the perception that such sales or exercise could occur, could
adversely affect prevailing market prices of the shares of Common Stock. See
"Risk Factors--Absence of Prior Public Market for Shares; Shares Available for
Future Sale."

REGISTRATION RIGHTS

The Company and Westfield Holdings will each agree, subject to certain
exceptions (including the exercise of the WAT Warrant), not to (i) sell, grant
any option to purchase or otherwise transfer or dispose of any Common Stock or
securities convertible into or exchangeable or exercisable for Common Stock or
file a registration statement under the Securities Act with respect to the
foregoing or (ii) enter into any swap or other agreement or transaction that
transfers, in whole or in part, the economic consequence of ownership of the
Common Stock, for a period of 90 days from the date of this Prospectus, without
the prior written consent of Merrill Lynch. Pursuant to a registration rights
agreement (the "Registration Rights Agreement"), after 12 months from the
closing of the Offering, Westfield Holdings will have demand registration rights
that would require the Company to promptly effect the registration of their
shares. In addition, the Company has agreed that, upon the request of Westfield
Holdings, it will use its reasonable efforts to have a shelf registration
statement filed after the expiration of such 12-month period referred to above
and declared and kept continuously effective, pursuant to which Westfield
Holdings will be able to sell Common Stock in ordinary course brokerage or
dealer transactions. However, these rights allow the Company to postpone the
filing of a demand registration statement (and an amendment or supplement to a
shelf registration statement) or to suspend the use of any previously filed
registration statement for a reasonable period of time (not to exceed 60 days)
if the Board of Directors determines in good faith that it would be
significantly disadvantageous to the Company and its shareholders for such a
registration statement (or amendment or supplement) to be filed on or before the
date filing otherwise would be required. In addition, if the Company proposes to
register any of its Common Stock, either for its own account or for the account
of other shareholders, the Company is required, with certain exceptions, to
provide the parties to the Registration Rights Agreement with notice of the
registration and to include in such registration all of the shares of Common
Stock requested to be included by such persons. Any exercise of such
registration rights may result in dilution in the interest of the Company's
shareholders,

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hinder efforts by the Company to arrange future financings of the Company and/or
have an adverse effect on the market price of the Common Stock.

FEDERAL INCOME TAX CONSIDERATIONS

THE FOLLOWING SUMMARY OF MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
REGARDING AN INVESTMENT IN THE COMMON STOCK OF THE COMPANY IS BASED ON CURRENT
LAW, IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. THIS DISCUSSION DOES
NOT PURPORT TO DEAL WITH ALL ASPECTS OF TAXATION THAT MAY BE RELEVANT TO
PARTICULAR INVESTORS IN LIGHT OF THEIR PERSONAL INVESTMENT OR TAX CIRCUMSTANCES,
OR, EXCEPT TO THE EXTENT DISCUSSED UNDER THE HEADINGS "TAXATION OF TAX-EXEMPT
SHAREHOLDERS" AND "TAXATION OF NON-U.S. SHAREHOLDERS," TO CERTAIN TYPES OF
INVESTORS (INCLUDING INSURANCE COMPANIES, TAX-EXEMPT ORGANIZATIONS, FINANCIAL
INSTITUTIONS OR BROKER-DEALERS, FOREIGN CORPORATIONS AND PERSONS WHO ARE NOT
CITIZENS OR RESIDENTS OF THE UNITED STATES) THAT ARE SUBJECT TO SPECIAL
TREATMENT UNDER THE FEDERAL INCOME TAX LAWS NOR DOES IT GIVE A DETAILED
DISCUSSION OF ANY STATE, LOCAL OR FOREIGN TAX CONSIDERATIONS.

EACH PROSPECTIVE PURCHASER IS ADVISED TO CONSULT ITS OWN TAX ADVISOR
REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND SALE OF
THE SHARES AND OF THE COMPANY'S ELECTION TO BE TAXED AS A REAL ESTATE INVESTMENT
TRUST, INCLUDING THE FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX
CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP, SALE AND ELECTION, AND OF POTENTIAL
CHANGES IN APPLICABLE TAX LAWS.

TAXATION OF THE COMPANY

GENERAL

The REIT provisions of the Code are highly technical and complex. The
following sets forth the material aspects of the provisions of the Code that
govern the Federal income tax treatment of a REIT and its shareholders. This
summary is based on current U.S. law, including the applicable Code provisions,
rules and regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all of which are subject to change which may apply
retroactively.

OPINION OF COUNSEL

The Company has elected to be taxed as a REIT under the Code commencing with
its taxable year ended December 31, 1994, and the Company intends to continue to
operate in a manner consistent with such election and all rules with which a
REIT must comply. Skadden, Arps, Slate, Meagher & Flom LLP, will issue an
opinion that, commencing with the Company's taxable year ended December 31,
1994, the Company was organized in conformity with the requirements for
qualification as a REIT, and its planned method of operation, and its actual
method of operation from February 12, 1994 through the date of this Prospectus,
will enable it to meet the requirements for qualification and taxation as a REIT
under the Code. In addition, the Company will qualify as a REIT only if WPI
qualifies as a REIT and satisfies each of the requirements for qualification as
a REIT as set forth below in this section with respect to the Company. WPI will
elect to be taxed as a REIT under the Code commencing with its taxable year
ended December 31, 1996 and WPI intends to continue to operate in a manner
consistent with such election and all rules with which a REIT must comply.
Skadden, Arps, Slate, Meagher & Flom LLP, will issue an opinion that, commencing
with WPI's taxable year ending December 31, 1996, WPI was organized in
conformity with the requirements for qualification as a REIT, and its planned
method of operation, and its actual method of operation from January 1, 1996
through the date of this Prospectus, will enable WPI to meet the requirements
for qualification and taxation as a REIT under the Code.

Each of the foregoing opinions will be based and conditioned upon certain
assumptions and representations made by the Company and WPI as of the date of
this Prospectus regarding factual matters. The opinions will be expressed as of
the date of this Prospectus, and Skadden, Arps, Slate, Meagher & Flom LLP will
have no obligation to advise holders of the Shares of any subsequent change in
the matters stated, represented or assumed or any subsequent change in the
applicable law. Moreover, such qualification and taxation as a REIT depends upon
the Company and WPI having met and continuing to meet through, among other
things, actual annual operating results, distribution levels and diversity of
stock ownership,

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the various qualification tests imposed under the Code as discussed below, the
results of which will not be reviewed by Skadden, Arps, Slate, Meagher & Flom
LLP. Accordingly, no assurance can be given that the actual results of the
Company's and WPI's operations for any particular taxable year have satisfied or
will satisfy such requirements. See "--Failure to Qualify." An opinion of
counsel is not binding on the IRS, and no assurance can be given that the IRS
will not challenge the Company's and WPI's eligibility for taxation as a REIT.

TAXATION OF THE COMPANY

If the Company qualifies for taxation as a REIT, it generally will not be
subject to Federal corporate income tax on its net income that is currently
distributed to shareholders. This treatment substantially eliminates the "double
taxation" (at the corporate and shareholder levels) that generally results from
investment in a corporation. However, the Company will be subject to Federal
income tax as follows: First, the Company will be taxed at regular corporate
rates on any undistributed REIT taxable income, including undistributed net
capital gains. Second, under certain circumstances, the Company may be subject
to the "alternative minimum tax" on its items of tax preference. Third, if the
Company has net income from prohibited transactions (which are, in general,
certain sales or other dispositions of property, other than certain foreclosure
property, held primarily for sale to customers in the ordinary course of
business), such net income will be subject to a 100% tax. Fourth, if the Company
should fail to satisfy the 75% gross income test or the 95% gross income test
(as discussed below), but has nonetheless maintained its qualification as a REIT
because certain other requirements have been met, it will be subject to a 100%
tax on an amount equal to (a) the gross income attributable to the greater of
the amount by which the Company fails the 75% or 95% test multiplied by (b) a
fraction intended to reflect the Company's profitability. Fifth, if the Company
should fail to distribute during each calendar year at least the sum of (i) 85%
of its REIT ordinary income for such year, (ii) 95% of its REIT capital gain net
income for such year, and (iii) any undistributed taxable income from prior
periods, the Company would be subjected to a 4% excise tax on the excess of such
required distribution over the amounts actually distributed. Sixth, if during
the ten-year period beginning on the first day of the first taxable year for
which the Company and WPI each qualified as a REIT (the "Recognition Period"),
the Company or WPI recognizes gain on the disposition of any property
(including, any partnership interest) held by the Company or WPI or any
partnership in which an interest was held as of the beginning of such
Recognition Period, then, to the extent of the excess of (i) the fair market
value of such property as of the beginning of such Recognition Period over (ii)
the adjusted tax basis of the Company or WPI or the partnerships in such
property as of the beginning of such Recognition Period (the "Built-in Gain"),
such gain will be subject to tax at the highest corporate tax rate pursuant to
IRS regulations that have not yet been promulgated. Seventh, if the Company or
WPI acquires any asset from a C corporation (I.E., generally a corporation
subject to full corporate level tax) in a transaction in which the adjusted tax
basis of the asset in the hands of the Company or WPI is determined by reference
to the adjusted tax basis of the asset (or any other property) in the hands of
the C corporation, and the Company or WPI recognizes gain on the disposition of
such asset during the Recognition Period beginning on the date on which such
asset was acquired by the Company, then, to the extent of the Built-in Gain,
such gains will be subject to tax at the highest regular corporate tax rate
pursuant to IRS regulations that have not yet been promulgated. In addition, the
Company could also be subject to tax in certain situations and on certain
transactions not presently contemplated.

REQUIREMENTS FOR QUALIFICATION

The Code defines a REIT as a corporation, trust or association (1) that is
managed by one or more trustees or directors; (2) the beneficial ownership of
which is evidenced by transferable shares, or by transferable certificates of
beneficial interest; (3) which would be taxable as a domestic corporation, but
for the special Code provisions applicable to REITs; (4) that is neither a
financial institution nor an insurance company subject to certain provisions of
the Code; (5) the beneficial ownership of which is held by 100 or more persons;
(6) in which not more than 50% in value of the outstanding stock is owned,
directly or indirectly, by five or fewer individuals (as defined in the Code to
include certain entities); and (7) which meets certain other tests described
below (including with respect to the nature of its income and assets).

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The Code provides that conditions (1) through (4) must be met during the entire
taxable year, that condition (5) must be met during at least 335 days of a
taxable year of 12 months, or during a proportionate part of a taxable year of
less than 12 months, and that condition (6) must be met during the last half of
each taxable year. The Company believes that it satisfies all of the conditions,
including conditions (5) and (6) above. In order to comply with the share
ownership tests described in conditions (5) and (6) above, the Company's Charter
provides certain restrictions on the transfer of its capital stock to prevent
concentration of stock ownership. These restrictions may not ensure that the
Company will, in all cases, be able to satisfy the share ownership tests set
forth above. If the Company fails to satisfy such requirements, the Company's
status as a REIT will terminate.

To monitor the Company's compliance with the share ownership requirements,
the Company is required to maintain records regarding the actual ownership of
its shares. To do so, the Company must demand written statements each year from
the record holders of certain percentages of its stock in which the record
holders are to disclose the actual owners of the shares (I.E., the persons
required to include in gross income the REIT dividends). A list of those persons
failing or refusing to comply with this demand must be maintained as part of The
Company's records. A shareholder who fails or refuses to comply with the demand
must submit a statement with its U.S. Federal income tax return disclosing the
actual ownership of the shares and certain other information.

OWNERSHIP OF PARTNERSHIP INTERESTS

In the case of a REIT that is a partner in a partnership, regulations
provide that the REIT is deemed to own its proportionate share of the
partnership's assets and to earn its proportionate share of the partnership's
income. In addition, the assets and gross income of the partnership retain the
same character in the hands of the REIT for purposes of the gross income and
asset tests applicable to REITs as described below. Thus, the Company's
proportionate share of the assets, liabilities and items of income of the
partnership will be treated as assets, liabilities and items of income of the
Company for purposes of applying the REIT requirements described herein. A
summary of certain rules governing the Federal income taxation of partnerships
and their partners is provided below in "Tax Aspects of the Company's
Investments in Partnerships."

INCOME TESTS

In order to maintain qualification as a REIT, the Company annually must
satisfy three gross income requirements. First, at least 75% of the Company's
gross income (excluding gross income from "prohibited transactions," I.E.,
certain sales of property held primarily for sale to customers in the ordinary
course of business) for each taxable year must be derived directly or indirectly
from investments relating to real property or mortgages on real property
(including "rents from real property" and, in certain circumstances, interest)
or from certain types of temporary investments. Second, at least 95% of the
Company's gross income (excluding gross income from prohibited transactions) for
each taxable year must be derived from such real property investments, and from
other dividends, interest and gain from the sale or disposition of stock or
securities (or from any combination of the foregoing). Third, short-term gain
from the sale or other disposition of stock or securities, gain from certain
sales of property held primarily for sale, and gain on the sale or other
disposition of real property held for less than four years (apart from
involuntary conversions and sales of foreclosure property) must, in the
aggregate, represent less than 30% of the Company's gross income for each
taxable year.

Rents received by the Company directly, through partnerships in which it has
a direct or indirect ownership interest (collectively, the "Partnerships"), or
through its wholly-owned subsidiary corporations ("qualified REIT subsidiaries,"
as described below) will qualify as "rents from real property" in satisfying the
gross income requirements described above, only if several conditions are met,
including the following. If rent attributable to personal property leased in
connection with a lease of real property is greater than 15% of the total rent
received under the lease, then the portion of rent attributable to such personal
property will not qualify as "rents from real property." Moreover, for rents
received to qualify as "rents from real property," the REIT generally must not
operate or manage the property or furnish or render services to the tenants of
such property, other than through an "independent contractor" from which the

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REIT derives no revenue. However, the Company (or its affiliates) are permitted
to, and do directly perform services that are "usually or customarily rendered"
in connection with the rental of space for occupancy only and are not otherwise
considered rendered to the occupant of the property. Because certain Centers are
managed by third parties, the ability to treat amounts from such property as
"rents from real property" will be dependent on the actions of others and will
not be within the control of the Company. In addition, the Company generally may
not and will not charge rent that is based in whole or in part on the income or
profits of any person (except by reason of being based on a percentage of the
tenant's gross receipts or sales). Finally, rents derived from tenants that are
at least 10% owned, directly or constructively, by the Company or WPI do not
qualify as "rents from real property" for purposes of the gross income
requirements. While the Company regularly attempts to monitor such requirements,
no assurance can be given that the Company will not realize income that does not
qualify as "rents from real property," and that such amounts when combined with
other nonqualifying income, may exceed 5% of the Company's taxable income and
thus disqualify the Company as a REIT.

The Company has derived and continues to derive income from certain sources
that are not described above and that generally do not constitute qualifying
income for purposes of the gross income requirements. While no assurance can be
given that the IRS would not successfully assert otherwise, the Company believes
that the aggregate amount of such income in any taxable year will not exceed the
limits on non-qualifying income under the gross income tests.

If the Company fails to satisfy one or both of the 75% or 95% gross income
tests (though not the 30% gross income test) for any taxable year, it may
nevertheless qualify as a REIT for such year if it is entitled to relief under
certain provisions of the Code. These relief provisions will be generally
available if the Company's failure to meet such tests was due to reasonable
cause and not due to willful neglect, the Company attaches a schedule of the
sources of its income to its return, and any incorrect information on the
schedule was not due to fraud with intent to evade tax. It is not possible,
however, to state whether in all circumstances the Company would be entitled to
the benefit of these relief provisions. If these relief provisions are
inapplicable to a particular set of circumstances involving the Company, the
Company will not qualify as a REIT. As discussed above in "--General," even
where these relief provisions apply, a tax is imposed with respect to the excess
of the actual amount of non-qualifying income over the amount permitted under
the gross income tests.

ASSET TESTS

The Company, at the close of each quarter of its taxable year, must also
satisfy three tests relating to the nature of its assets. First, at least 75% of
the value of the Company's total assets must be represented by real estate
assets (including its allocable share of real estate assets held by the
Partnerships), stock in other REITs (such as WPI), stock or debt instruments
held for not more than one year purchased with the proceeds of a stock offering
or long-term (at least five years) debt offering of the Company, cash, cash
items and U.S. government securities. Second, not more than 25% of the Company's
total assets may be represented by securities other than those in the 75% asset
class. Third, of the investments included in the 25% asset class, the value of
any one issuer's securities owned by the Company may not exceed 5% of the value
of the Company's total assets, and the Company may not own more than 10% of any
one issuer's outstanding voting securities.

The Company's indirect interests in certain of the Partnerships and certain
properties are held through wholly owned corporate subsidiaries of the Company
organized and operated as "qualified REIT subsidiaries" within the meaning of
the Code. Qualified REIT subsidiaries are not treated as separate entities from
their parent REIT for Federal income tax purposes. Instead, all assets,
liabilities and items of income, deduction and credit of each qualified REIT
subsidiary are treated as assets, liabilities and items of the Company. Each
qualified REIT subsidiary therefore will not be subject to Federal corporate
income taxation, although it may be subject to state or local taxation.

In addition, the Company's ownership of stock of each qualified REIT
subsidiary and its interest in the Partnerships does not violate either the 5%
value restriction or the restriction against ownership of more than 10% of the
voting securities of any issuer. Similarly, the ownership by the Company of any
other REIT (such as WPI) will not violate these restrictions.

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WESTFIELD HOLDINGS WARRANTS

ASSET TESTS. The Westfield Holdings Warrants will be treated as assets that
fall within the 25% asset class for purposes of determining the Company's
compliance with the REIT asset tests discussed above. See "--Taxation of the
Company--Asset Tests." Accordingly, the value of the Westfield Holdings Warrants
owned by the Company generally may not exceed 5% of the Company's gross assets
("Total Assets"), as determined in accordance with GAAP. The Company believes
that the value of the Westfield Warrants will not constitute more than 5% of the
Company's Total Assets on the date such warrants are received by the Company.
Although the Company's Total Assets must be revalued for purposes of the 5%
asset test at the end of any quarter in which a security is acquired, Treasury
regulations provide that the Company is not required to perform such a
revaluation at the end of any quarter during which there has been no acquisition
of a security, since the mere change in market value of a security held by the
Company will not, of itself, affect the status of the Company as a REIT. Thus,
although it is possible that subsequent fluctuations in the value of the
Westfield Holdings Warrants, the Company's Total Assets, or both, could cause
the value of such warrants to exceed 5% of the Company's Total Assets, such
fluctuations should not cause the Company to fail the 5% asset test in the
absence of an acquisition of additional securities of Westfield Holdings by the
Company during such quarter.

EXERCISE OF WARRANTS.

It is possible that on the exercise date, the value of the shares of
Westfield Holdings Limited which the Company is entitled to receive upon
exercise of the Westfield Holdings Warrants would constitute more than 5% of the
Company's Total Assets if such warrants were exercised in full. Because the
exercise of the Westfield Holdings Warrants will constitute the acquisition of
Westfield Holdings Limited shares, and such an exercise will necessitate a
revaluation of the Company's Total Assets for purposes of determining the
Company's compliance with the 5% asset test, the terms of the Westfield Holdings
Warrants provide the Company with the right to exercise such warrants in whole
or in part. The Company will not retain the shares of Westfield Holdings Limited
to the extent that the Company determines that retention would cause the Company
to violate the 5% asset test. Except as described below, no gain or loss will be
recognized by the Company upon exercise of the Westfield Holdings Warrants for
ordinary shares of Westfield Holdings Limited. The Company's adjusted tax basis
in the Westfield Holdings Limited shares received upon exercise will equal the
sum of the Company's adjusted tax basis in the Westfield Holdings Warrants
immediately prior to exercise plus the exercise price paid by the Company.

Pursuant to the terms of the Westfield Holdings Warrants agreement, the
Company has the right to elect to apply a number of shares of Westfield Holdings
Limited that otherwise would be issuable upon exercise of the Westfield Holdings
Warrants toward payment of the exercise price (a "Cashless Exercise"). Upon a
Cashless Exercise, Westfield Holdings Limited may elect to make payment in cash
or by the issuance of Westfield Holdings Limited shares. If upon exercise of the
warrants Westfield Holdings Limited pays cash to the Company in lieu of issuing
Westfield Holdings Limited shares, the Company will recognize gain or loss equal
to the difference between the amount of cash received and the Company's adjusted
tax basis in the Westfield Holdings Warrants exercised. Any such gain or loss
should be long-term capital gain or loss.

The tax consequences of such a Cashless Exercise is uncertain where the
Company receives shares of Westfield Holdings Limited upon exercise. There is no
authority directly on point, and several alternative characterizations of the
Cashless Exercise are possible. For example, a Cashless Exercise of the
Westfield Holdings Warrants for shares may be treated as if the Westfield
Holdings Limited shares applied toward payment of the exercise price had been
issued to the Company pursuant to a hypothetical exercise of such warrants for
cash and were immediately redeemed by Westfield Holdings Limited for cash equal
to the fair market value of such withheld Westfield Holdings Limited shares on
the exercise date. Under this characterization, the deemed redemption might be
treated as a dividend or as a sale of the withheld shares which results in
capital gain or loss. In general, such a hypothetical redemption will be treated
as a dividend unless the Company's ownership percentage of Westfield Holdings
Limited shares immediately after such redemption is less than 80% of the
Company's ownership percentage of Westfield Holdings

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Limited shares immediately before the hypothetical redemption. If the redemption
is treated as a dividend, the Company would generally recognize ordinary
dividend income equal to the fair market value of the withheld shares to the
extent of Westfield Holdings Limited's earnings and profits as determined for
U.S. tax purposes. If the hypothetical redemption is treated as a sale of such
withheld shares, the Company generally would recognize capital gain or loss
equal to the difference between fair market value of the Westfield Holdings
Limited shares constructively redeemed and the tax basis of such shares. The tax
basis of the Westfield Holdings Limited shares constructively redeemed under
this analysis generally would equal the sum of the Company's tax basis in the
exercised Westfield Holdings Warrants allocable to the withheld Westfield
Holdings Limited shares constructively redeemed plus the exercise price deemed
paid in respect of the withheld Westfield Holdings Limited shares.

Alternatively, the exercise of Westfield Holdings Warrants pursuant to a
Cashless Exercise could be characterized as a taxable exchange of such warrants
for Westfield Holdings Limited shares under Section 1001 of the Code or as a
tax-free exercise of the Westfield Holdings Warrants for the new number of
Westfield Holdings Limited shares issued. Due to the absence of authority as to
the federal income tax treatment of a Cashless Exercise, there can be no
assurance which, if any, of the alternative tax consequences described above
would be adopted by the Internal Revenue Service or a court of law.

LAPSE OF WARRANTS. The lapse or expiration without exercise of the
Westfield Holdings Warrants generally will result in a capital loss to the
Company equal to the Company's tax basis in such warrants (discussed above), and
this capital loss will be a long-term capital loss if the holding period with
respect to such warrants is more than one year.

BASIS AND HOLDING PERIOD OF WESTFIELD HOLDINGS LIMITED SHARES. Except in
the case where the Company makes a Cashless Exercise, (i) the Company's tax
basis in Westfield Holdings Limited shares received upon exercise of a Westfield
Holdings Warrant will equal the sum of the Company's tax basis in the exercised
warrants plus the cash paid upon exercise, and (ii) the holding period for
Westfield Holdings Limited shares received upon exercise of a Westfield Holdings
Warrant will begin on the date the warrant is exercised and will not include the
period during which the warrant was held.

As discussed above, the tax consequences to the Company of making a Cashless
Exercise (including the tax basis of Westfield Holdings Limited shares received
upon exercise) are uncertain. If, for example, a Cashless Exercise is treated as
if the withheld Westfield Holdings Limited shares are constructively issued and
then immediately redeemed for cash, as described above, then the adjusted tax
basis in the Westfield Holdings Limited shares actually received generally would
equal the sum of the Company's tax basis in the exercised warrants that is
allocable to the Westfield Holdings Limited shares actually received plus the
exercise price deemed paid in respect of such Westfield Holdings Limited shares
actually received.

ADJUSTMENTS TO THE WESTFIELD HOLDINGS WARRANTS. Pursuant to the terms of
the Westfield Holdings Warrants, the Exercise Price and the number of Westfield
Holdings Limited ordinary shares purchasable upon exercise of the Westfield
Holdings Warrants is subject to adjustments from time to time upon the
occurrence of specified events. These adjustments should not be treated as a
taxable exchange of the Westfield Holdings Warrants to the extent such
adjustments are pursuant to the original terms of the warrants. However, under
certain circumstances, a change in conversion ratio or any transaction having a
similar effect on the interest of the Company may be treated as a taxable
distribution with if the Company's proportionate interest in the earnings and
profits of Westfield Holdings Limited is increased by such change or transaction
(even though no cash is received).

AUSTRALIAN WITHHOLDING TAX ON DIVIDENDS. Under the income tax convention
presently in force between Australia and the United States, dividends paid on
any Westfield Holdings Limited shares held by the Company may be subject to a
15% Australian withholding tax.

ANNUAL DISTRIBUTION REQUIREMENTS

In order to qualify as a REIT, the Company is required to distribute
dividends (other than capital gain dividends) to its shareholders in an amount
at least equal to (A) the sum of (i) 95% of the Company's

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"REIT taxable income" (computed without regard to the dividends paid deduction
and the Company's net capital gain) and (ii) 95% of the net income (after tax),
if any, from foreclosure property, minus (B) the sum of certain items of noncash
income. Such distributions must be paid in the taxable year to which they
relate, or in the following taxable year if declared before the Company timely
files its tax return for such year and if paid with or before the first regular
dividend payment after such declaration. To the extent that the Company does not
distribute all of its net capital gain or distributes at least 95%, but less
than 100%, of its "REIT taxable income," as adjusted, it will be subject to tax
thereon at the capital gains or ordinary corporate tax rates, as the case may
be. Furthermore, if the Company should fail to distribute during each calendar
year at least the sum of (i) 85% of its REIT ordinary income for such year, (ii)
95% of its REIT capital gain income for such year, and (iii) any undistributed
taxable income from prior periods, the Company would be subject to a 4% excise
tax on the excess of such required distribution over the amounts actually
distributed. The Company believes that it has made, and intends to make, timely
distributions sufficient to satisfy this annual distribution requirement.

It is possible that the Company, from time to time, may not have sufficient
cash or other liquid assets to meet the 95% distribution requirement due to
timing differences between (i) the actual receipt of income and actual payment
of deductible expenses and (ii) the inclusion of such income and deduction of
such expenses in arriving at the Company's REIT taxable income. In the event
that such timing differences occur, in order to meet the 95% distribution
requirement, the Company may find it necessary to arrange for short-term, or
possibly long-term, borrowings (on terms that may not be favorable to the
Company) or to pay dividends in the form of taxable distributions of property.

Under certain circumstances, the Code permits the Company to rectify a
failure to meet the distribution requirement for a year by paying "deficiency
dividends" to shareholders in a later year, which may be included in the
Company's deduction for dividends paid for the earlier year. Thus, the Company
may avoid being taxed on amounts distributed as deficiency dividends. The
company would, however, be required to pay interest based on the amount of any
deduction taken for deficiency dividends.

ABSENCE OF EARNINGS AND PROFITS

The Code provides that, in the case of a corporation such as the Company
that was formerly a taxable C corporation, it may qualify as a REIT for a
taxable year only if, as of the close of the such year, it has no "earnings and
profits" accumulated in any non-REIT year. This requirement applies to each of
the Company and WPI. The Company and its former owners retained independent
certified public accountants to determine the Company's earnings and profits as
of February 11, 1994 (and, December 31, 1994) for purposes of the distribution
requirement. The determination by the independent certified public accountants
was based upon the Company's tax returns as filed with the IRS and other
assumptions and qualifications set forth in the reports issued by such
accountants. Based upon a report of certified public accountants, the Company
also believes that WPI has satisfied this requirement.

Any adjustments to the Company's or WPI's taxable income for taxable years
ending on or before the effective date of their respective REIT election,
including as a result of an examination of its returns by the IRS, could affect
the calculation of their respective earnings and profits as of the appropriate
measurement date. Furthermore, the determination of earnings and profits
requires the resolution of certain technical tax issues with respect to which
there is no authority directly on point and, consequently, the proper treatment
of these issues for earnings and profits purposes is not free from doubt. There
can be no assurance that the IRS will not examine the tax returns of the Company
or WPI for prior years and propose adjustments to increase its taxable income.
In this regard, the IRS can consider all taxable years of a corporation as open
for review for purposes of determining the amount of such earnings and profits.

FAILURE TO QUALIFY

If the Company fails to qualify for taxation as a REIT in any taxable year,
and the relief provisions do not apply, the Company will be subject to tax
(including any applicable alternative minimum tax) on its taxable income at
regular corporate rates. Distributions to shareholders in any year in which the
Company

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fails to qualify will not be deductible by the Company nor will they be required
to be made. In such event, to the extent of current and accumulated earnings and
profits, all distributions to shareholders will be taxable as ordinary income,
and, subject to certain limitations of the Code, corporate distributees may be
eligible for the dividends received deduction. Unless entitled to relief under
specific statutory provisions, the Company will also be disqualified from
taxation as a REIT for the four taxable years following the year during which
qualification was lost. It is not possible to state whether in all circumstances
the Company would be entitled to such statutory relief. In addition, a recent
Federal budget proposal contains language which, if enacted in its present form,
would result in the immediate taxation of all gain inherent in a C corporation's
assets upon an election by the corporation to become a REIT, and thus would
effectively preclude the Company from re-electing REIT status following a
termination of its REIT qualification.

TAX ASPECTS OF THE COMPANY'S INVESTMENTS IN PARTNERSHIPS

GENERAL

Certain of the Company's investments are held indirectly through the
partnerships. In general, partnerships are "pass-through" entities that are not
subject to Federal income tax. Rather, partners are allocated their
proportionate shares of the items of income, gain, loss, deduction and credit of
a partnership, and are potentially subject to tax thereon, without regard to
whether the partners receive a distribution from the partnership. The Company
will include in its income its proportionate share of the foregoing partnership
items for purposes of the various REIT income tests and in the computation of
its REIT taxable income. Moreover, for purposes of the REIT asset tests, the
Company will include its proportionate share of assets held by such
partnerships. See "--Taxation of the Company--Ownership of Partnership
Interests."

ENTITY CLASSIFICATION

The Company's direct and indirect investment in partnerships involves
special tax considerations, including the possibility of a challenge by the IRS
of the status of any of the partnerships as a partnership (as opposed to an
association taxable as a corporation) for Federal income tax purposes. If
certain of these entities were treated as an association for Federal income tax
purposes, it would be taxable as a corporation and therefore subject to an
entity-level tax on its income. In such a situation, the character of the
Company's assets and items of gross income would change, which could preclude
the Company from satisfying the asset tests and/or the income tests (see
"--Taxation of the Company--Asset Tests" and "--Taxation of the Company--Income
Tests"), and in turn could prevent the Company from qualifying as a REIT. See
"--Taxation of the Company--Failure to Qualify" above for a discussion of the
effect of the Company's failure to meet such tests for a taxable year. In
addition, any change in the status of any of the partnerships for tax purposes
might be treated as a taxable event, in which case the Company might incur a tax
liability without any related cash distributions.

TAX ALLOCATIONS WITH RESPECT TO THE PROPERTIES

Pursuant to the Code and the regulations thereunder, income, gain, loss and
deduction attributable to appreciated or depreciated property that is
contributed to a partnership in exchange for an interest in the partnership must
be allocated in a manner such that the contributing partner is charged with, or
benefits from, respectively, the unrealized gain or unrealized loss associated
with the property at the time of the contribution. The amount of such unrealized
gain or unrealized loss is generally equal to the difference between the fair
market value of contributed property at the time of contribution, and the
adjusted tax basis of such property at the time of contribution (a "Book-Tax
Difference"). Such allocations are solely for Federal income tax purposes and do
not affect the book capital accounts or other economic or legal arrangements
among the partners. Where a partner contributes cash to a partnership that holds
appreciated property, the Treasury regulations provide for a similar allocation
of such items to the other partners. These rules would apply to the contribution
by the Company to an existing partnership of the cash proceeds received in any
offerings of its stock.

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With respect to any property purchased or to be purchased by any of the
partnerships (other than through the issuance of partnership units), such
property will initially have a tax basis equal to its fair market value and the
special allocation provisions described above will not apply.

SALE OF THE PROPERTIES

The Company's share of any gain realized by any partnership, in which it
holds a direct or indirect interest, on the sale of any property held as
inventory or primarily for sale to customers in the ordinary course of business
will be treated as income from a prohibited transaction that is subject to a
100% penalty tax. See "--Requirements for Qualification--Income Tests." Such
prohibited transaction income may also have an adverse effect on the Company's
ability to satisfy the income tests for status as a REIT. Under existing law,
whether property is held as inventory or primarily for sale to customers in the
ordinary course of a partnership's trade or business is a question of fact that
depends on all the facts and circumstances with respect to the particular
transaction. The Company intends to hold its interests in the subject
partnerships, and such partnerships intend to hold their properties for
investment with a view to long-term appreciation, to engage in the business of
acquiring, developing, owning, and operating the properties and to make such
occasional sales of the properties, including peripheral land, as are consistent
with the Company's investment objectives. Accordingly, the Company believes that
its interests in the subject partnerships, and such partnerships' interests in
the properties will not be treated as inventory or as property held primarily
for sale to customers in the ordinary course of a trade or business.

TAXATION OF TAXABLE DOMESTIC SHAREHOLDERS

As long as the Company qualifies as a REIT, distributions made to the
Company's taxable domestic shareholders out of current or accumulated earnings
and profits (and not designated as capital gain dividends) will be taken into
account by them as ordinary income and will not be eligible for the dividends
received deduction for corporations. Distributions that are designated as
capital gain dividends will be taxed as long-term capital gain (to the extent
that they do not exceed the Company's actual net capital gain for the taxable
year) without regard to the period for which the shareholder has held its stock.
However, corporate shareholders may be required to treat up to 20% of certain
capital gain dividends as ordinary income.

Distributions in excess of current and accumulated earnings and profits will
not be taxable to a shareholder to the extent that they do not exceed the
adjusted tax basis of the shareholder's shares, but rather will reduce the
adjusted tax basis of such shares. To the extent that such distributions exceed
the adjusted tax basis of a shareholder's shares, they will be included in
income as long-term capital gain (or short-term capital gain if the shares have
been held for one year or less) provided that the shares are a capital asset in
the hands of the shareholder. In addition, any dividend declared by the Company
in October, November or December of any year and payable to a shareholder of
record on a specified date in any such month shall be treated as both paid by
the Company and received by the shareholder on December 31 of such year,
provided that the dividend is actually paid by the Company during January of the
following calendar year. Shareholders may not include in their individual income
tax returns any net operating losses or capital losses of the Company.

In general, any loss upon a sale or exchange of shares by a shareholder who
has held such shares for six months or less (after applying certain holding
period rules) will be treated as a long-term capital loss to the extent that
distributions from the Company are required to be treated by such shareholder as
long-term capital gain.

TAXATION OF TAX-EXEMPT SHAREHOLDERS

Based upon a published ruling by the IRS, distributions by the Company to a
shareholder that is a tax-exempt entity will not constitute "unrelated business
taxable income" ("UBTI"), provided that the tax-exempt entity has not financed
the acquisition of its shares with "acquisition indebtedness" within the meaning
of the Code and the shares are not otherwise used in an unrelated trade or
business of the tax-exempt entity.

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Notwithstanding the preceding paragraph, however, a portion of the dividends
paid by the Company may be treated as UBTI to certain U.S. private pension
trusts if the Company is treated as a "pension-held REIT." The Company is not,
and does not expect to become, a "pension-held REIT." If the Company were to
become a pension-held REIT, these rules generally would only apply to certain
U.S. pension trusts that hold more than 10% of the Company's stock.

TAXATION OF FOREIGN SHAREHOLDERS

The following is a discussion of certain anticipated U.S. Federal income and
estate tax consequences of the ownership and disposition of the Company's stock
applicable to Non-U.S. Holders of such stock. A "Non-U.S. Holder" is any person
other than (i) a citizen or resident of the United States, (ii) a corporation or
partnership created or organized in the United States or under the laws of the
United States or of any state thereof, or (iii) an estate or trust whose income
is includable in gross income for U.S. Federal income tax purposes regardless of
its source. The discussion is based on current law and is for general
information only. The discussion addresses only certain and not all aspects of
U.S. Federal income and estate taxation.

ORDINARY DIVIDENDS

The portion of dividends received by Non-U.S. Holders payable out of the
Company's earnings and profits which are not attributable to capital gains of
the Company and which are not effectively connected with a U.S. trade or
business of the Non-U.S. Holder will be subject to U.S. withholding tax at the
rate of 30% (or lower rate, if so provided by an applicable income tax treaty).
In general, Non-U.S. Holders will not be considered engaged in a U.S. trade or
business solely as a result of their ownership of stock of the Company. In cases
where the dividend income from a Non-U.S. Holder's investment in stock of the
Company is (or is treated as) effectively connected with the Non-U.S. Holder's
conduct of a U.S. trade or business, the Non-U.S. Holder generally will be
subject to U.S. tax at graduated rates, in the same manner as U.S. shareholders
are taxed with respect to such dividends (and may also be subject to the 30%
branch profits tax in the case of a Non-U.S. Holder that is a foreign
corporation).

NON-DIVIDEND DISTRIBUTIONS

Distributions by the Company to a non-U.S. holder who holds five percent or
less of the Common Stock (after application of certain constructive ownership
rules) which are not dividends out of the earnings and profits of the Company
will not be subject to U.S. income or withholding tax. If it cannot be
determined at the time a distribution is made whether or not such distribution
will be in excess of current and accumulated earnings and profits, the
distribution will be subject to withholding at the rate applicable to dividends.
However, the Non-U.S. Holder may seek a refund of such amounts from the IRS if
it is subsequently determined that such distribution was, in fact, in excess of
current and accumulated earnings and profits of the Company.

CAPITAL GAIN DIVIDENDS

Under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), a
distribution made by the Company to a Non-U.S. Holder, to the extent
attributable to gains from dispositions of United States Real Property Interests
("USRPIs") such as the properties beneficially owned by the Company ("USRPI
Capital Gains"), will be considered to be income effectively connected with a
U.S. trade or business of the Non-U.S. Holder and subject to U.S. income tax at
the rate applicable to U.S. individuals or corporations, without regard to
whether such distribution is designated as a capital gain dividend. In addition,
the Company will be required to withhold tax equal to 35% of the amount of
dividends to the extent such dividends constitute USRPI Capital Gains.
Distributions subject to FIRPTA may also be subject to a 30% branch profits tax
in the hands of a foreign corporate shareholder that is not entitled to treaty
exemption.

DISPOSITION OF STOCK OF THE COMPANY

Unless the Company's stock constitutes a USRPI, a sale of such stock by a
Non-U.S. Holder generally will not be subject to U.S. taxation under FIRPTA. The
stock will not constitute a USRPI if the Company is a "domestically controlled
REIT." A domestically controlled REIT is a REIT in which, at all times

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during a specified testing period, less than 50% in value of its shares is held
directly or indirectly by Non-U.S. Holders. Immediately following the Offering,
the Company will not be a domestically controlled REIT. A Non-U.S. Holder's sale
of stock generally nevertheless will not be subject to tax under FIRPTA as a
sale of a USRPI provided that (i) the stock is "regularly traded" (as defined by
applicable Treasury regulations) on an established securities market (e.g., the
NYSE, on which the regularly traded Common Stock will be listed) and (ii) the
selling Non-U.S. Holder (after application of certain constructive ownership
rules) held 5% or less of the Company's outstanding stock at all times during a
specified testing period.

If gain on the sale of stock of the Company were subject to taxation under
FIRPTA, the Non-U.S. Holder would be subject to the same treatment as a U.S.
shareholder with respect to such gain (subject to applicable alternative minimum
tax and a special alternative minimum tax in the case of nonresident alien
individuals) and the purchaser of the stock could be required to withhold 10% of
the purchase price and remit such amount to the IRS.

Capital gains not subject to FIRPTA will nonetheless be taxable in the
United States to a Non-U.S. Holder in two cases: (i) if the Non-U.S. Holder's
investment in the stock of the Company is effectively connected with a U.S.
trade or business conducted by such Non-U.S. holder, the Non-U.S. Holder will be
subject to the same treatment as a U.S. shareholder with respect to such gain,
or (ii) if the Non-U.S. Holder is a nonresident alien individual who was present
in the United States for 183 days or more during the taxable year and has a "tax
home" in the United States, the nonresident alien individual will be subject to
a 30% tax on the individual's capital gain.

ESTATE TAX

Stock of the Company owned or treated as owned by an individual who is not a
citizen or resident (as specially defined for U.S. Federal estate tax purposes)
of the United States at the time of death will be includable in the individual's
gross estate for U.S. Federal estate tax purposes, unless an applicable estate
tax treaty provides otherwise. Such individual's estate may be subject to U.S.
Federal estate tax on the property includable in the estate for U.S. Federal
estate tax purposes.

INFORMATION REPORTING AND BACKUP WITHHOLDING

U.S. SHAREHOLDERS

The Company will report to the U.S. Shareholders and the IRS the amount of
distributions paid during each calendar year and the amount of tax withheld, if
any. Under the backup withholding rules, a U.S. Shareholder may be subject to
backup withholding at the rate of 31% with respect to distributions paid unless
such holder (a) is a corporation or comes within certain other exempt categories
and, when required, demonstrates this fact, or (b) provides a taxpayer
identification number, certifies as to no loss of exemption from backup
withholding, and otherwise complies with applicable requirements of the backup
withholding rules. A U.S. Shareholder that does not provide the Company with his
correct taxpayer identification number may also be subject to penalties imposed
by the IRS. Any amount paid as backup withholding will be creditable against the
U.S. Shareholder's income tax liability. In addition, the Company may be
required to withhold a portion of capital gain distributions to any U.S.
Shareholders who fail to certify their nonforeign status to the Company. See
"Federal Income Tax Considerations--Taxation of Foreign Shareholders."

FOREIGN SHAREHOLDERS

The Company must report annually to the IRS and to each Non-U.S. Holder the
amount of dividends (including any capital gain dividends) paid to, and the tax
withheld with respect to, such Non-U.S. Holder. These reporting requirements
apply regardless of whether withholding was reduced or eliminated by an
applicable tax treaty. Copies of these returns may also be made available under
the provisions of a specific treaty or agreement with the tax authorities in the
country in which the Non-U.S. Holder resides.

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U.S. backup withholding (which generally is imposed at the rate of 31% on
certain payments to persons that fail to furnish the information required under
the U.S. information reporting requirements) and information reporting generally
will not apply to dividends (including any capital gain dividends) paid on stock
of the Company to a Non-U.S. Holder at an address outside the United States.

The payment of the proceeds from the disposition of stock of the Company to
or through a U.S. office of a broker will be subject to information reporting
and backup withholding unless the owner, under penalties of perjury, certifies,
among other things, its status as a Non-U.S. Holder, or otherwise establishes an
exemption. The payment of the proceeds from the disposition of stock to or
through a non-U.S. office of a non-U.S. broker generally will not be subject to
backup withholding and information reporting.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will be refunded or credited against the Non-United
States Holder's United States Federal income tax liability, provided that the
required information is furnished to the IRS.

These information reporting and backup withholding rules are under review by
the U.S. Treasury and their application to the Common Stock could be changed by
future regulations. On April 15, 1996, the IRS issued proposed Treasury
Regulations concerning the withholding of tax and reporting for certain amounts
paid to non-resident individuals and foreign corporations. The proposed Treasury
Regulations, if adopted in their present form, would be effective for payments
made after December 31, 1997. Prospective purchasers should consult their tax
advisors concerning the potential adoption of such proposed Treasury Regulations
and the potential effect on their ownership of Common Stock.

OTHER TAX CONSEQUENCES

POSSIBLE LEGISLATIVE OR OTHER ACTIONS AFFECTING TAX CONSEQUENCES

Prospective investors should recognize that the present Federal income tax
treatment of an investment in the Company may be modified by legislative,
judicial or administrative action at any time, and that any such action may
affect investments and commitments previously made. The rules dealing with
Federal income taxation are constantly under review by persons involved in the
legislative process and by the IRS and the U.S. Treasury Department, resulting
in revisions of regulations and revised interpretations of established concepts
as well as statutory changes. Revisions in Federal tax laws and interpretations
thereof could adversely affect the tax consequences of an investment in the
Company. For example, a recent Federal budget proposal contains language which,
if enacted in its present form, would result in the immediate taxation of all
gain inherent in a C corporation's assets upon an election by the corporation to
become a REIT, and thus would effectively preclude the Company from re-electing
REIT status following a termination of its REIT qualification.

STATE AND LOCAL TAXES

The Company and its shareholders may be subject to state or local income and
other taxation in various state or local jurisdictions, including those in which
it or they transact business or reside. The state and local tax treatment of the
Company and its shareholders may not conform to the Federal income tax
consequences discussed above. Consequently, prospective shareholders should
consult their own tax advisors regarding the effect of state and local tax laws
on an investment in the Company.

ERISA CONSIDERATIONS

A fiduciary of a pension, profit-sharing, retirement or other employee
benefit plan (the "Plan") subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA") should consider the fiduciary standards under
ERISA in the context of the Plan's particular circumstances before authorizing
an investment in the Shares. Among other factors, the fiduciary should consider
whether such an investment is in accordance with the documents governing the
Plan and whether an investment is appropriate for the Plan in view of its
overall investment policy and the composition and diversification of its
portfolio. Other provisions of ERISA and the Code prohibit an employee benefit
plan from engaging in

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certain transactions involving "Plan assets" with parties which are "parties in
interest" under ERISA or "disqualified persons" under the Code with respect to
the Plan. Therefore, a fiduciary of a Plan should also consider whether an
investment in the Shares might constitute or give rise to a prohibited
transaction under ERISA and the Code.

If the assets of the Company were deemed to be Plan assets of employee
benefit Plans that are shareholders, the Plan's investment in the Shares might
be deemed to constitute a delegation under ERISA of the duty to manage Plan
assets by a fiduciary investing in Shares, and certain transactions involving
the operation of the Company might be deemed to constitute prohibited
transactions under ERISA and the Code.

The U.S. Department of Labor (the "DOL") has issued a final regulation with
regard to whether the underlying assets of an entity in which employee benefit
plans acquire equity interests would be deemed to be Plan assets. The regulation
provides that the underlying assets of an entity will not be considered to be
Plan assets if the equity interests acquired by employee benefit plans are
"publicly-offered securities" that is, they are (1) widely held (I.E., owned by
more than 100 investors), (2) freely transferable and (3) sold as part of an
offering pursuant to an effective registration statement under the Securities
Act and then timely registered under Section 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended. It is expected that the Shares will meet the
criteria of "publicly-offered securities" above. The Underwriters expect
(although no assurances can be given) that the Shares will be held by at least
100 independent investors at the conclusion of the Offering; except as discussed
in "Description of Capital Stock--Restrictions on Transfer and Excess Shares,"
there are no restrictions imposed on the transfer of the Shares and the Shares
will be sold as part of an offering pursuant to an effective registration
statement under the Securities Act, and then will be timely registered under the
Securities Exchange Act of 1934, as amended.

Due to the complexity of these rules and the penalties imposed upon persons
involved in prohibited transactions, it is important that an employee benefit
plan considering the purchase of Shares consult with its counsel regarding the
consequences under ERISA of the acquisition and ownership of Shares. Employee
benefit plans which are governmental plans (as defined in Section 3 (32) of
ERISA) and certain church plans (as defined in Section 3(33) of ERISA) generally
are not subject to ERISA requirements. Individual retirement accounts and
certain employee benefit plans of self-employed individuals are subject to the
prohibited transaction provisions of the Code but not ERISA's fiduciary
standards.

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UNDERWRITING

The underwriters named below (the "Underwriters"), acting through their
respective representatives, Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), Furman Selz LLC (collectively, the "Representatives"), have
severally agreed, subject to the terms and conditions contained in the Purchase
Agreement relating to the Common Stock (the "Purchase Agreement"), to purchase
from the Company the number of shares of Common Stock set forth opposite their
respective names below. Under certain circumstances, the commitments of certain
non-defaulting Underwriters may be increased as set forth in the Purchase
Agreement.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
-----------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.......................................................................
Furman Selz LLC..............................................................................

-----------
Total....................................................................................
-----------
-----------
</TABLE>

The Underwriters propose initially to offer the shares of Common Stock to
the public at the offering price set forth on the cover page of this Prospectus
and to certain dealers at such price less a concession not in excess of $
per share. The Underwriters may allow, and such dealers may reallow, a discount
not in excess of $ per share on sales to certain other dealers. After the
public offering, the initial offering price, the concession and discount may be
changed.

The Company has granted to the Underwriters an option exercisable for a
period of 30 days from the date of this Prospectus to purchase up to an
additional shares of Common Stock to cover over-allotments, if any, at the
initial offering price less the underwriting discount. If the Underwriters
exercise this option, each Underwriter will have a firm commitment, subject to
certain conditions, to purchase approximately the same percentage thereof which
the number of shares of Common Stock to be purchased by it shown in the
foregoing table bears to the shares of Common Stock initially offered hereby.

In the Purchase Agreement, the Company has agreed to indemnify the several
Underwriters against certain civil liabilities, including liabilities under the
Securities Act.

No action has been taken in any jurisdiction by the Company or the
Underwriters that would permit a public offering of the Common Stock offered
pursuant to the Offering in any jurisdiction where action for that purpose is
required, other than the United States. The distribution of this Prospectus and
the offering or sale of the Common Stock in certain jurisdictions may be
restricted by law. Accordingly, the Common Stock may not be offered or sold,
directly or indirectly, and neither this Prospectus nor any other offering
material or advertisement in connection with the Common Stock may be distributed
or published, in or from any jurisdiction, except under circumstances that will
result in compliance with applicable rules and regulations of any such
jurisdiction. Such restrictions may be set out in applicable Prospectus
supplements. Persons into whose possession this Prospectus comes are required by
the Company and the Underwriters to inform themselves about and to observe any
applicable restrictions. This Prospectus does not constitute

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<PAGE>
an offer of, or an invitation to subscribe for purchase, any Common Stock and
may not be used for the purpose of an offer to, or solicitation by, anyone in
any jurisdiction or in any circumstances in which such offer or solicitation is
not authorized or is unlawful.

The Underwriters have informed the Company that the Underwriters do not
intend to confirm sales accounts over which they exercise discretionary
authority in excess of 5%.

Prior to the Offering, there has been no public market for the Common Stock.
WAT units, however, have been traded on the ASX since July 1996. The initial
public offering price has been determined by negotiations among the Company and
the Underwriters. Among the factors considered in such negotiations, in addition
to the prevailing market conditions in the equity securities market, the price
at which the WAT units have been traded on the ASX, dividend yields,
price-earnings ratios and price-Funds from Operations ratios of publicly traded
REITs that the Company and the Underwriters believe to be comparable to the
Company, an assessment of the recent results of the operations of the Company
(which are based on the results of the operations of the Properties), estimates
of the future prospects of the Company, the present state of the Company's
development projects, the current state of the real estate markets in the
geographic area in which the Company operates and the economics of the Company's
principal markets as a whole. The initial public offering price set forth on the
cover page of this Prospectus should not, however, be considered as indication
of the actual value of the Common Stock. Such price is subject to change as a
result of market conditions and other factors. There can be no assurance that an
active trading market will develop for the Common Stock or that the Common Stock
will trade in the public market subsequent to the Offering at or above the
initial offering price.

Application will be made to list the Common Stock on the NYSE under the
symbol "WEA," subject to official notice of issuance. In order to meet the
requirements for listing of the Common Stock on such exchange, the Underwriters
have undertaken to sell lots of 100 or more shares to a minimum of 2,000
beneficial owners.

Until the distribution of the Common Stock is completed, rules of the
Commission may limit the ability of the Underwriters and certain selling group
members to bid for and purchase the Common Stock. As an exception to these
rules, the Representatives are permitted to engage in certain transactions that
stabilize the price of the Common Stock. Such transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the offering, i.e., if they sell more shares of Common Stock
than are set forth on the cover page of this Prospectus, the Representatives may
reduce that short position by purchasing Common Stock in the open market. The
Representatives may also elect to reduce any short position by exercising all or
part of the over-allotment option described above.

The Representatives may also impose a penalty bid on certain Underwriters
and selling group members. This means that if the Representatives purchase
shares of Common Stock in the open market to reduce the Underwriters' short
position or to stabilize the price of the Common Stock, they may reclaim the
amount of the selling concession from the Underwriters and selling group members
who sold those shares as part of the offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it were
to discourage resales of the security.

Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Common Stock. In addition, neither
the Company nor any of the Underwriters makes any representation that the
Representatives will engage in such transactions or that such transactions, once
commenced, will not be discontinued without notice.

119
<PAGE>
EXPERTS

The consolidated financial statements and schedules of the Company at
December 31, 1996 and for the year then ended included in this Prospectus and
Registration Statement have been audited by Ernst & Young LLP, independent
auditors, and at December 31, 1995 and for the year ended December 31, 1995 and
the periods from February 12, 1994 through December 31, 1994 and from January 1,
1994 through February 11, 1994, by Coopers & Lybrand LLP independent auditors,
as set forth in their respective reports thereon appearing elsewhere herein, and
included in reliance upon such reports given upon the authority of such firms as
experts in accounting and auditing.

The combined statements of revenues and certain expenses of the Acquired
Properties for the years ended June 30, 1996, 1995, and 1994, included in this
Prospectus and Registration Statement have been audited by BDO Seidman LLP,
independent auditors, as set forth in their report thereon appearing elsewhere
herein, and included in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered pursuant
to this Prospectus will be passed upon by Debevoise & Plimpton, New York, New
York on behalf of the Company, and certain legal matters and tax matters as
described under "Federal Income Tax Considerations" will be passed upon by
Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles, California. Certain legal
matters related to the Offering will be passed upon for the Underwriters by
Skadden, Arps, Slate, Meagher & Flom LLP. Debevoise & Plimpton will rely upon
the opinion of Bryan Cave LLP, as to matters of Missouri law.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-11 under the Securities Act with respect to the securities offered
hereby. This Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus as to the content of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference and the
exhibits and schedules hereto. For further information regarding the Company and
the shares offered hereby, reference is hereby made to the Registration
Statement and such exhibits and schedules.

The Registration Statement, the exhibits and schedules forming a part
thereof filed by the Company with the Commission can be inspected and copies
obtained from the Commission at Room 1204, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following regional offices of the
Commission: 7 World Trade Center, 13th Floor, New York, New York 10048 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained from the Public Reference Section of the Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a site on the world web at http://www.sec.gov that
contains information filed electronically by the Company.

The Company intends to furnish its shareholders with annual reports
containing consolidated financial statements audited by its independent
certified public accountants and with quarterly reports containing unaudited
condensed consolidated financial statements for each of the first three quarters
of each fiscal year.

120
<PAGE>
GLOSSARY

Unless the context otherwise requires, the following terms shall have the
meanings set forth below for the purposes of this Prospectus:

"ABP" means Stichting Pensioenfonds ABP.

"ACCREDITED INVESTOR" has the meaning defined in Rule 501 under the
Securities Act.

"ACQUISITION" means the 1994 acquisition of the Company from Prudential by
Westfield Holdings and certain other investors.

"ACQUIRED PROPERTIES" means Connecticut Post Mall, Trumbull Shopping Park
and South Shore Mall.

"ACQUISITION TRANSACTION" means the transaction in which a person or entity
became an Interersted Shareholder.

"ADA" means the Americans with Disabilities Act of 1990.

"ADVISOR" means Westfield U.S. Advisory, L.P., a Delaware limited
partnership wholly-owned by Westfield Holdings that provides advisory services
to the Company.

"ADVISORY AGREEMENT" means the agreement dated July 1, 1996 as amended
between the Advisor and the Company.

"ANCHOR" means the Centers' full line department stores or other large
retail stores generally occupying more than 50,000 square feet or a large
entertainment complex.

"ARTICLES" mean the Amended and Restated Articles of Incorporation of the
Company as in effect upon consummation of the Offering.

"ASX" means Australian Stock Exchange Limited.

"BANKRUPTCY CODE" means the United States Bankruptcy Code, codified at 11
U.S.C. SectionSection 101-1330, as amended.

"BASE RENT PER SQUARE FOOT (PSF)" means, when referring to the Centers, the
minimum or base rent per square foot payable by Mall Store tenants under leases
at the Centers excluding North County Fair (for which this information was not
available to the Company) and outparcels.

"BIG BOX RETAILER" means a discount retailer similar to a Category Killer,
but with a wider product offering, e.g. Loehmann's and Michael's.

"BOARD OF DIRECTORS" means the Board of Directors of the Company.

"BOOK-TAX DIFFERENCE" means the unrealized gain or loss equal to the
difference between the fair market value, at the time of contribution, of
property contributed to a partnership in exchange for a partnership interest and
the adjusted tax basis of such property at the time of contribution.

"BUILT-IN GAIN" means the difference between the fair market value and the
adjusted basis of a Property as of the beginning of the Recognition Period.

"BUILT-IN GAIN RULES" mean guidelines issued by the IRS relating to taxation
of Built-In Gain in IRS Notice 88-19.

"BY-LAWS" means the Amended and Restated By-Laws of the Company as in effect
upon consummation of the Offering.

"CASHLESS EXERCISE" means that the Company, pursuant to the terms of the
Westfield Holdings Warrants, elected to apply a number of shares of Westfield
Holdings Limited that otherwise would be issuable upon exercise of the Westfield
Holdings Warrants toward payment of the exercise price.

G-1
<PAGE>
"BUSINESS COMBINATION" includes, for the purpose of the purposes of the
Missouri Business Combination Statute, a merger or consolidation, certain sales,
leases, exchanges, pledges and similar dispositions of corporate stock and
certain reclassifications and recapitalizations.

"CATEGORY KILLER" means a discount retailer in a specific product niche,
e.g. Toys R Us.

"CENTERS" means the 19 Regional Centers and three Power Centers.

"CODE" means the United States Internal Revenue Code of 1986, as amended.

"COMMISSION" means the United States Securities and Exchange Commission.
"COMMON STOCK" means the common stock, par value $.01 per share, of the
Company.

"COMMON SHARES" means the Common Stock and the Excess Common Shares.

"COMPANY" means CenterMark Properties, Inc., to be renamed Westfield
America, Inc., a Missouri corporation, together with each of its subsidiaries
and Joint Venture interests.

"DEVELOPER" means Westfield Corporation, Inc., a Delaware corporation and a
wholly-owned subsidiary of Westfield Holdings Limited that provides development
services to the Company.

"DOL" means the United States Department of Labor.

"EBITDA" means the Company's share of operating income before interest,
taxes, depreciation and amortization.

"EFFECTIVE RENT PER SQUARE (PSF)" means, when referring to the centers, the
minimum or base rent per square foot plus percentage rent per square foot
payable by Mall Store tenants under leases at the Centers excluding North County
Fair (for which this information was not available to the Company) and
outparcels.

"ERISA" means the United States Employee Retirement Income Security Act of
1974, as amended.

"EXCESS COMMON SHARES" means shares of Common Stock owned, or deemed to be
owned, or transferred to a shareholder in excess of the Ownership Limit.

"EXCESS PREFERRED SHARES" means shares of Preferred Stock owned, or deemed
to be owned, or transferred to a shareholder in excess of the Ownership Limit.

"EXCESS SHARES" means the Excess Common Shares and the Excess Preferred
Shares.

"FIRPTA" means the United States Foreign Investment in Real Property Tax Act
of 1980.

"FUNDS FROM OPERATIONS" means net income (loss) (computed in accordance with
GAAP) excluding gains (or losses) from debt restructurings and sales of
property, plus real estate related depreciation and amortization and after
adjustments for consolidated partnerships and joint ventures. Additionally, the
Company subtracts the portion of the management fee which pertains to leasing
commissions which are capitalized in accordance with GAAP. This definition is in
accordance with standards established by the White Paper on Funds from Operation
approved by the Board of Governors of NAREIT in March 1995.

"GAAP" means generally accepted accounting principles in the United States.

"GARDEN STATE PLAZA LOAN" means the $145 million loan that may be made by
the Company to Westfield Holdings, secured by an interest in Garden State Plaza.

"GARDEN STATE PLAZA OPTION" means the Company's option to acquire an
indirect partnertship 50% interest in the Garden State Plaza at fair market
value.

"GBCL" means Chapter 351 of the Revised Statutes of Missouri, entitled The
General and Business Corporation Law of Missouri.

"ICSC" means the International Council of Shopping Centers.

G-2
<PAGE>
"INCOME TESTS" means three requirements relating to the Company's gross
income that must be satisfied annually for qualification as a REIT: (i) at least
75% of the Company's gross income (excluding gross income from prohibited
transactions) for each taxable year must consist of defined types of income
derived directly or indirectly from investments relating to real property or
mortgages on real property (including "rents from real property" (as defined by
the Code) and, in certain circumstances, interest) or temporary investment
income; (ii) at least 95% of the Company's gross income (excluding gross income
from prohibited transactions) for each taxable year must be derived from such
real property or temporary investments, and from dividends, other types of
interest and gain from the sale or disposition of stock or securities or from
any combination of the foregoing; and (iii) short-term gain from the sale or
other disposition of stock or securities, gain from prohibited transactions and
gain on the sale or other disposition of real property held for less than four
years (apart from involuntary conversions and sales of foreclosure property)
must represent less than 30% of the Company's gross income (including gross
income from prohibited transactions) for each taxable year.

"INDEPENDENT DIRECTORS" means those members of the Board of Directors who
are not officers or employees of the Company, or directors, officers or
employees of Westfield Holdings or their respective affiliates.

"INDIVIDUAL" means an individual or entities described at Section 542(a)(2)
of the Code.

"INTERESTED SHAREHOLDER" includes, for the purposes of Missouri Business
Combination Statute, any person or entity which beneficially owns or controls
20% or more of the outstanding voting shares of the corporation.

"IRS" means the United States Internal Revenue Service.

"JOINT VENTURE CENTERS" means, collectively, the seven Regional Centers and
one Power Center owned or ground leased by Joint Ventures (partnership interests
which are owned by the Company and the Joint Venture partners), and includes:
Annapolis Mall, Annapolis, Maryland; Meriden Square, Meriden, Connecticut;
Mission Valley Center, San Diego, California; Mission Valley Center-West, San
Diego, California; North County Fair, Escondido, California; Plaza Camino Real,
Carlsbad, California; Topanga Plaza, Canoga Park, California and Vancouver Mall,
Vancouver, Washington.

"JOINT VENTURES" means, collectively, the partnerships through which the
Company owns interests in Annapolis Mall, Meriden Square, Mission Valley Center,
Mission Valley Center-West, North County Fair, Plaza Camino Real, Topanga Plaza,
Vancouver Mall, the land adjacent to Topanga Plaza known as West Valley and
certain other real estate interests.

"MALL GLA" means gross leasable area for Mall Stores.

"MALL STORES" means stores smaller than Anchors and kiosks permanently
located within the corridors of the Centers that are typically specialty
retailers and free standing buildings generally located along the perimeter of a
Center's parking area.

"MANAGEMENT AGREEMENTS" mean the separate management agreements, as amended,
between the Company and the Manager, relating to the management of the Company's
Properties (except North County Fair).

"MANAGER" means the CenterMark Management Company, a Delaware limited
partnership wholly owned by Westfield Holdings that provides management services
to the Centers.

"MASTER DEVELOPMENT FRAMEWORK AGREEMENT" means the Master Development
Framework Agreement, dated July 1, 1996, as amended, between the Company and the
Developer.

"MAY COMPANY" means The May Department Stores Company, a New York
corporation.

"MAY PROPERTIES" means the 13 department store properties, located at
Springfield, Missouri; Salem, Oregon; Waterbury, Connecticut; Elyria, Ohio; and
Oxnard, West Los Angeles, Westminster, San Bernardino, El Cajon, Redondo Beach,
Costa Mesa, Riverside and Buena Park, California, in each case currently

G-3
<PAGE>
owned or ground leased by the Company, together with the department store
facility on each, which is net leased, to the May Company or assignees until
2017.

"MISSION VALLEY PARTNERSHIP" means the Joint Venture that owns Mission
Valley Center and Mission Valley Center--West.

NAREIT" means the National Association of Real Estate Investment Trusts.

"NASD" means the National Association of Securities Dealers, Inc.

"NON-U.S. SHAREHOLDERS" means nonresident alien individuals, foreign
corporations, foreign partnerships and other foreign shareholders.

"NOTICE 88-19" means the notice issued by the IRS which generally permits a
REIT to elect to defer recognition of Built-In Gain if certain conditions are
met.

"NYSE" means the New York Stock Exchange.

"OFFERING" means the offering of Shares.

"OUTSIDE PARTNERS" means one or more individuals or entities having no
interest in the Company or Westfield Holdings which are partners with the
Company or an Operating Subsidiary in one or more of the Joint Ventures.

"OWNERSHIP LIMIT" means % of the outstanding capital stock (except for
Frank P. Lowy and the members of his family, who are prohibited from owning
directly or indirectly more than % of the outstanding capital stock of the
Company).

"PLAN" means a pension, profit sharing, retirement or other employee benefit
plan.

"PHASE I" means an investigation intended to identify areas or issues of
potential environmental concern with respect to a property conducted in
accordance with a standardized scope of work that directs the investigator to
investigate certain predetermined sources of information about environmental
conditions on and near the subject property, to examine the subject property and
to identify publicly known conditions in respect of properties in the vicinity
of the subject property that have had, might have had or might have
environmental impacts on the subject property.

"POWER CENTERS" means centers whose major tenants are large discount
department stores or Category Killers.

"POWER CENTERS" means the Eastland Shopping Center, the Mission Valley
Center-West and the Westland Towne Center.

"PREFERRED SHARES" means the Preferred Stock, the Senior Preferred Stock and
the Excess Preferred Shares.

"PREFERRED STOCK" means the Preferred Stock, par value $1.00 per share, of
the Company of which 940,000 shares of Series A Preferred are issued and
outstanding.

"PRIMARY TRADE AREA" means the geographic market from which a Center draws a
majority of its sales, as determined by the Company by taking into account
competing malls, access, available sales data and on-site geographic research.

"PROPERTIES" means, collectively, the respective interests of the Company as
applicable, in the Centers, the May Properties, the land adjacent to Topanga
Plaza known as West Valley and other minor real estate investments held directly
or indirectly by any of the foregoing entities.

"PRUDENTIAL" means The Prudential Insurance Company of America.

"PSF" means per square foot.

"QUALIFICATION DATE" means the first day of the first taxible year of which
an entity qualifies as a REIT (February 12, 1994 for the Company and January 1,
1996 for WPI).

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<PAGE>
"RBC" means the risk based capital requirements of the National Association
of Insurance Commissioners governing regulatory capital.

"REA" means a reciprocal casement agreement.

"RECAPITALIZATION" means the series of transactions in 1996-7 by which WAT
acquired a majority interest in the Company and other transactions.

"RECOGNITION PERIOD" means the recognition period pertaining to Built-In
Gain as defined in Notice 88-19 of the Code.

"REGIONAL SHOPPING CENTERS" means either mall facilities built around one or
two anchors and containing from 400,000 to 800,000 square feet of gross leasable
area.

"REGIONAL CENTERS" means, collectively, the Centers other than the Power
Centers.

"REGISTRATION RIGHTS AGREEMENT" means the agreement between Westfield
Holdings and the Company whereby Westfield Holdings will have the right, after
12 months after the closing of the Offering to require the Company to promptly
effect the registration of their shares.

"REIT" means a real estate investment trust as defined pursuant to sections
856-860 of the Code.

"REIT REQUIREMENTS" means the applicable Treasury Regulations relating to
REIT qualification.

"REPRESENTATIVES" means the U.S. Representatives and the International
Representatives.

"RESTRICTED SHARES" means the Common Stock owned by Westfield Holdings, WAT
and certain other investors which are subject to Rule 144.

"RULE 144" means the rule promulgated under the Securities Act that permits
holders of restricted securities as well as affiliates of an issuer of the
securities, pursuant to certain conditions and subject to certain restrictions,
to sell their securities publicly without registration under the Securities Act.

"SALES PER SQUARE FOOT" means when referring to the Centers, the sales per
square foot for Mall Stores at Stabilized Centers reporting sales for 12 months,
excluding North County Fair.

"SECURITIES ACT" means the United States Securities Act of 1933, as amended.

"SENIOR PREFERRED SHARES" means the Company's Senior non-voting Preferred
Stock, par value $1.00 per share.

"SERIES A PREFERRED SHARES" means a designated portion of the Company's
preferred shares par value $1.00 per share.

"SHARES" means the shares of Common Stock, par value $.01 per share, issued
in this Offering.

"STABILIZED CENTERS" means Centers not under redevelopment for the relevant
period and North County Fair.

"SUPER REGIONAL SHOPPING CENTER" means mall facilities built around three or
more anchors and containing greater than 800,000 square feet of total gross
leasable area.

"TOTAL ASSETS" means the Company's gross assets as defined in accordance
with GAAP.

"TOTAL EBITDA" means the Company's total EBITDA before minority interest
plus its pro-rata shares of EBITDA of unconsolidated real estate partnerships.

"TOTAL GLA" means gross leasable area, including Anchors at the Centers.

"TOTAL MARKET CAPITALIZATION" means the sum of (i) the aggregate market
value of the outstanding shares of Common Stock (initially based on $ per
Share, the estimate of the initial offering price per Share set forth on the
cover page of this Prospectus), plus (ii) the total debt of the Company
consolidated with the subsidiaries, including its proportionate share of any
indebtedness on property held by Joint Ventures.

G-5
<PAGE>
"TREASURY REGULATIONS" means the income tax regulations that have been
promulgated under the Code.

"TRUST DEED" means the trust deed pursuant to which WAT was established.

"UBTI" means "unrelated business taxable income" as defined in Section
512(a) of the Code.

"UNDERWRITERS" means the Underwriters.

"UNDERWRITING AGREEMENT" means the Underwriting Agreement between the
Underwriters and the Company entered into in connection with the Offering.

"USRPIS" means United States Real Property interests.

"WAM" means Westfield America Management Limited, a wholly owned subsidiary
of Westfield Holdings that manages WAT.

"WAT" means Westfield America Trust, an Australian public unit trust listed
on the ASX.

"WAT OFFERING" means the June 27, 1996 offering of WAT Units to the
Australian public.

"WAT TRUSTEE" means Perpetual Trustee Company Limited.

"WAT WARRANT" means WAT's warrant to purchase shares of the Company's Common
Stock.

"WCI" means the Developer, Westfield Corporation, Inc., a Delaware
corporation and a wholly-owned subsidiary of Westfield Holdings Limited.

"WEST VALLEY PARTNERSHIP" means the limited partnership consisting of the
Company, as a general partner, and Outside Partners, as limited partners, which
owns the land adjacent to Topanga Plaza known as West Valley.

"WESTFIELD AMERICA TRUST", also known as WAT, means an Australian public
unit trust listed on the ASX and an affiliate of Westfield Holdings.

"WESTFIELD HOLDINGS" means Westfield Holdings Limited and its subsidiaries.

"WESTFIELD HOLDINGS LIMITED" means Westfield Holdings Limited, an Australian
public corporation listed on the ASX.

"WESTFIELD HOLDINGS WARRANTS" means the options granted to the Company to
purchase 9.8 million ordinary shares of Westfield Holdings Limited.

"WESTFIELD TRUST" is an Australian publicly traded property unit trust
listed on the ASX and managed by Westfield Holdings.

"WPI" means Westland Properties, Inc, a Delaware corporation.

G-6
<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES
Pro Forma Condensed Consolidated Financial Information (Unaudited):
Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1996............. F-2
Pro Forma Condensed Consolidated Statement of Income for the year ended December
31, 1996......................................................................... F-4

CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES
Consolidated Financial Statements
Report of Independent Auditors..................................................... F-7
Report of Independent Auditors..................................................... F-8
Consolidated Balance Sheets as of December 31, 1996 and 1995....................... F-9
Consolidated Statements of Income for the years ended December 31, 1996 and 1995,
the period from February 12, 1994 through December 31, 1994 and the period from
January 1, 1994 through February 11, 1994........................................ F-10
Consolidated Statements of Changes in Shareholders' Equity for the years ended
December 31, 1996 and 1995, the period from February 12, 1994 through December
31, 1994 and the period from January 1, 1994 through February 11, 1994........... F-11
Consolidated Statements of Cash Flows for the years ended December 31, 1996 and
1995, the period from February 12, 1994 through December 31, 1994 and the period
from January 1, 1994 through February 11, 1994................................... F-12
Notes to Consolidated Financial Statements......................................... F-14
Schedule III:
Real Estate Investment and Accumulated Depreciation................................ F-32
All other schedules have been omitted since the required information is either
included in the Consolidated Financial Statements, not present, or not present in
amounts sufficient to require submission of the schedule.

THE ACQUIRED PROPERTIES
Report of Independent Certified Public Accountants................................. F-33
Combined Statements of Revenues and Certain Expenses............................... F-34
Notes to Combined Statements of Revenues and Certain Expenses...................... F-35
</TABLE>

F-1
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1996

(UNAUDITED)
(IN THOUSANDS)

The unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as
if the net proceeds of CenterMark Properties, Inc.'s (the "Company") initial
public offering of shares of common stock (the "Offering") were applied as
described in "Use of Proceeds" as of December 31, 1996, assuming for this
purpose that (i) certain debt is repaid, (ii) the Garden State Plaza Loan in the
amount of $145,000 is made, (iii) options to purchase ordinary shares are
purchased from Westfield Holdings Limited, an affiliate, (iv) excess cash is
invested in short-term investments, (v) the Common Stock is sold in the Offering
at an assumed price of $ per share and the overallotment option for the
Offering is not exercised, and (vi) the Company is recapitalized and acquired
WPI as of December 31, 1996, as described in Notes 1 and 9 to the Consolidated
Financial Statements.

The unaudited Pro Forma Condensed Consolidated Balance Sheet should be read
in conjunction with the Consolidated Financial Statements of CenterMark
Properties, Inc. and Subsidiaries and Notes thereto included elsewhere herein.
In the Company's opinion, all adjustments necessary to reflect the effects of
the consummation of the Offering, the application of the net proceeds therefrom
and the concurrent transactions have been made.

The unaudited Pro Forma Condensed Consolidated Balance Sheet is not
necessarily indicative of what the actual financial position of the Company
would have been at December 31, 1996, nor does it purport to represent the
future financial position of the Company.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------------------------
PRO FORMA PRO FORMA
HISTORICAL(A) ADJUSTMENTS CONSOLIDATED
------------ ----------- ------------
<S> <C> <C> <C>
ASSETS:
Net investment in real estate....................................... $ 1,310,434 $ 145,000(b) $1,455,434
Cash and cash equivalents........................................... 6,729 15,139(c) 21,868
Tenant accounts receivable.......................................... 19,716 -- 19,716
Deferred expenses and other assets, net............................. 7,691 15,200(d) 22,891
------------ ----------- ------------
$ 1,344,570 $ 175,339 $1,519,909
------------ ----------- ------------
------------ ----------- ------------
LIABILITIES:
Mortgage notes payable.............................................. $ 770,625 $(194,661)(e) $ 575,964
Accounts payable, accrued expenses and other liabilities............ 55,361 -- 55,361
Minority interest................................................... 54 -- 54
------------ ----------- ------------
826,040 (194,661) 631,379
------------ ----------- ------------

SHAREHOLDERS' EQUITY:
Common stock........................................................ 529 529
Preferred stock..................................................... 94,000 -- 94,000
Paid-in-capital..................................................... 424,001 370,000 794,001
------------ ----------- ------------
518,530 370,000 888,530
------------ ----------- ------------
$ 1,344,570 $ 175,339 $1,519,909
------------ ----------- ------------
------------ ----------- ------------
</TABLE>

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CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1996
(UNAUDITED)

NOTES (IN THOUSANDS EXCEPT SHARE PRICE AND NUMBER OF SHARES):

(a) Reflects the CenterMark Properties, Inc. and Subsidiaries Consolidated
Balance Sheet at December 31, 1996.

(b) Increase reflects the $145,000 Garden State Plaza Loan

(d) Increase reflects investment in Westfield Holdings Warrants.

(e) Decrease reflects paydown of debt:

<TABLE>
<S> <C>
Floating rate first mortgages..................................... $ 189,661
Corporate line of credit.......................................... 5,000
---------
$ 194,661
---------
---------
</TABLE>

(f) Increase reflects the Offering of million shares of Common Stock, net of
estimated underwriting discount and other expenses, and use of proceeds from
the Offering.

F-3
<PAGE>
CENTERMARK PROPERTIES, INC AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(IN THOUSANDS)

The unaudited Pro Forma Condensed Consolidated Statement of Income is
presented as if the net proceeds of CenterMark Properties, Inc.'s (the
"Company") initial public offering of shares of common stock (the
"Offering") were applied as described in "Use of Proceeds" as of the beginning
of the year presented, assuming for this purpose that (i) certain debt is
repaid, (ii) the Garden State Plaza Loan in the amount of $145,000 is made,
(iii) options to purchase ordinary shares are purchased from Westfield Holdings
Limited, (iv) excess cash is invested in short-term investments, (v) the Common
Stock was sold in the Offering at an assumed price of $ per share and the
overallotment option for the Offering is not exercised and (vi) the Company is
recapitalized and acquired WPI as of January 1, 1996, as described in Notes 1
and 9 to the Consolidated Financial Statements.

The unaudited Pro Forma Condensed Consolidated Statement of Income should be
read in conjunction with the Consolidated Financial Statements of CenterMark
Properties, Inc. and Subsidiaries and Notes thereto included elsewhere herein.
In the Company's opinion, all adjustments necessary to reflect the effects of
the consummation of the Offering, the application of the net proceeds therefrom
and the concurrent transactions, have been made.

The unaudited Pro Forma Condensed Consolidated Statement of Income is not
necessarily indicative of what the actual results of operations of the Company
would have been assuming the Offering and related application of net Offering
proceeds had been consummated as of the beginning of the year presented, nor do
they purport to represent the future operations of the Company.

F-4
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
---------------------------------------
PRO FORMA PRO FORMA
HISTORICAL(A) ADJUSTMENTS CONSOLIDATED
------------ ----------- ------------
<S> <C> <C> <C>
REVENUES:
Minimum rents and percentage rents.................................. $ 110,384 $ 18,197(b) $ 128,581
Tenant recoveries and service fee income............................ 45,705 9,066(b) 57,771
------------ ----------- ------------
Total revenue..................................................... 156,089 27,263 183,352
EXPENSES:
Operating........................................................... 49,000 10,283(b) 59,283
Management fees..................................................... 3,495 910(b) 4,405
Advisory fee (c).................................................... -- -- --
General and administrative.......................................... 808 -- 808
Depreciation and amortization....................................... 38,033 5,098(b) 43,131
------------ ----------- ------------
OPERATING INCOME...................................................... 64,753 10,972 75,725
Interest expense, net............................................... (40,233) 3,235(d) (36,998)
Equity in income of unconsolidated real estate partnerships......... 3,063 -- 3,063
Interest and other income........................................... 776 13,233(e) 14,009
------------ ----------- ------------
Income before minority interest..................................... 28,359 27,440 55,799
Minority interest in earnings of unconsolidated real estate
partnership....................................................... (1,063) -- (1,063)
------------ ----------- ------------
NET INCOME............................................................ $ 27,296 $ 27,440 $ 54,736
------------ ----------- ------------
------------ ----------- ------------
Income allocable to preferred shares................................ $ 4,264 $ 8,528
Income allocable to common shares................................... 23,032 46,208
------------ ------------
$ 27,296 $ 54,736
------------ ------------
------------ ------------
NET INCOME PER COMMON SHARE (F)....................................... $ 0.47
------------
------------
</TABLE>

F-5
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 1996
(UNAUDITED)

NOTES (IN THOUSANDS EXCEPT PER SHARE AMOUNTS):

(a) Reflects the CenterMark Properties, Inc. and Subsidiaries Consolidated
Statement of Income for the year ended December 31, 1996.

(b) Reflects the operations of the South Shore Mall, Connecticut Post and
Trumbull Shopping Park (the "Acquired Properties"), which were acquired on
July 1, 1996, for the period January 1, 1996 through June 30, 1996, as
follows:

<TABLE>
<CAPTION>
ACQUIRED
PROPERTIES
-----------
<S> <C>
Revenues:
Minimum rents and percentage rents.............................................. $ 18,197
Tenant recoveries............................................................... 9,066
Expenses:
Operating....................................................................... 10,283
</TABLE>

Additionally, management fees were adjusted to reflect a payment equal to 5%
of the minimum rent and percentage rent, and depreciation expense was
adjusted to reflect the new basis of the properties based on purchase price.

(c) On July 1, 1996, the Company entered into the Advisory Agreement with the
Advisor. The Advisor agreed that no advisory fee will be payable through
December 31, 1997.

(d) Reflects the net reduction in interest expense resulting from the following:

<TABLE>
<S> <C>
Reduction in interest expense resulting from floating rate first
mortgage debt repayments......................................... $ 12,842
Additional interest expense related to adjusted debt balances of
Acquired Properties.............................................. (9,970)
Reduction in interest expense resulting from corporate line of
credit repayment................................................. 363
---------
Net reduction.................................................... $ 3,235
---------
---------
</TABLE>

(e) Reflects interest income related to:

<TABLE>
<S> <C>
Garden State Plaza Loan............................................ $ 12,325
Short-term investments............................................. 908
---------
$ 13,233
---------
---------
</TABLE>

(f) Earnings per share are computed assuming the Offering and the
recapitalization of the Company were effective on January 1, 1996. Dividends
paid to the preferred shareholders are assumed to remain at the same level
as during the third and fourth quarter of 1996. Weighted average number of
shares outstanding during 1996 for the purpose of computing pro forma
earnings per share is .

F-6
<PAGE>
REPORT OF INDEPENDENT AUDITORS

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

To the Board of Directors
of CenterMark Properties, Inc.:

We have audited the accompanying consolidated balance sheet of CenterMark
Properties, Inc. and Subsidiaries (the "Company") as of December 31, 1996 and
the related consolidated statement of income, shareholders' equity and cash
flows for the year then ended (our audit also includes the financial statement
schedule on page F-32). These consolidated financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects the consolidated financial position of
CenterMark Properties, Inc. and Subsidiaries as of December 31, 1996 and the
consolidated results of operations and cash flows for the year then ended in
conformity with generally accepted accounting principles. Also, in our opinion,
the related financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth thereof.

Ernst & Young LLP

Los Angeles, California
February 28, 1997

F-7
<PAGE>
REPORT OF INDEPENDENT AUDITORS

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

To the Board of Directors
of CenterMark Properties, Inc.:

We have audited the accompanying consolidated balance sheets of CenterMark
Properties, Inc. and Subsidiaries (the "Company") as of December 31, 1995 and
the related consolidated statements of income, changes in shareholders' equity
and cash flows for the year ended December 31, 1995 and the periods from
February 12, 1994 through December 31, 1994 and from January 1, 1994 through
February 11, 1994. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects the consolidated financial position of
CenterMark Properties, Inc. and Subsidiaries as of December 31, 1995 and the
consolidated results of its operations and its cash flows for the year ended
December 31, 1995 and the periods from February 12, 1994 through December 31,
1994 and from January 1, 1994 through February 11, 1994 in conformity with
generally accepted accounting principles.

Coopers & Lybrand L.L.P.
Los Angeles, California
February 13, 1996, except for information as to
earnings per share, dividends per share and average shares outstanding,
for which the date is March 3, 1997.

F-8
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1996 1995
------------ ----------
<S> <C> <C>
INVESTMENT IN REAL ESTATE:
Land.................................................................................. $ 196,810 $ 143,851
Buildings, improvements and equipment................................................. 975,224 503,125
Less accumulated depreciation and amortization........................................ (110,260) (52,657)
------------ ----------
Net property and equipment.......................................................... 1,061,774 594,319

Construction in progress.............................................................. 49,821 5,447
Investments in unconsolidated real estate partnerships................................ 106,488 135,484
Direct financing leases receivable.................................................... 92,351 94,234
------------ ----------
Net investment in real estate....................................................... 1,310,434 829,484

CASH AND CASH EQUIVALENTS............................................................... 6,729 --

RESTRICTED CASH......................................................................... -- 100

ACCOUNTS AND NOTES RECEIVABLE (net of allowance of $6,441 in 1996 and $4,187 in 1995)... 19,716 9,661

DEFERRED EXPENSES AND OTHER ASSETS, NET................................................. 7,691 5,461
------------ ----------
Total assets........................................................................ $ 1,344,570 $ 844,706
------------ ----------
------------ ----------

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Notes payable......................................................................... $ 770,625 $ 426,781
Accounts payable and accrued expenses................................................. 33,380 23,903
Distribution payable.................................................................. 21,981 13,603
Minority interest..................................................................... 54 --
------------ ----------
Total liabilities................................................................... 826,040 464,287
------------ ----------
COMMITMENTS AND CONTINGENCIES........................................................... -- --

SHAREHOLDERS' EQUITY (NOTE 9):
Common stock.......................................................................... 529 --
Preferred stock....................................................................... 94,000 --
Additional paid-in capital............................................................ 424,001 380,419
------------ ----------
Total shareholders' equity.......................................................... 518,530 380,419
------------ ----------
Total liabilities and shareholders' equity.......................................... $ 1,344,570 $ 844,706
------------ ----------
------------ ----------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-9
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

OPERATING INCOME....................................... 64,753 45,614 37,953 2,295

INTEREST EXPENSE, NET.................................. (40,233) (27,916) (24,156) (481)

OTHER INCOME:
Equity in income (losses) of unconsolidated real
estate partnerships................................ 3,063 3,359 (386) (2,151)
Interest and other income............................ 776 789 1,830 340
------------ ------------ ------------- -------------

INCOME BEFORE MINORITY INTEREST........................ 28,359 21,846 15,241 3

MINORITY INTEREST IN EARNINGS OF CONSOLIDATED REAL
ESTATE PARTNERSHIP................................... (1,063) -- -- --
------------ ------------ ------------- -------------
NET INCOME............................................. $ 27,296 $ 21,846 $ 15,241 $ 3
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------

NET INCOME PER COMMON SHARE............................ $ 0.47 $ 0.48 $ 0.34

DIVIDENDS DECLARED PER COMMON SHARE.................... $ 1.51 $ 1.68 $ 0.81

WEIGHTED AVERAGE NUMBER OF COMMON SHARES............... 49,383 44,978 44,902
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-10
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)

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

<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PREFERRED PAID-IN RETAINED SHAREHOLDERS'
STOCK STOCK CAPITAL EARNINGS EQUITY
--------- ----------- ----------- ---------- -------------

<S> <C> <C> <C> <C> <C>
BALANCES, JANUARY 1, 1994........................... $ 5,200 $ -- $ 657,630 $ 7,137 $ 669,967

Net income for the period from January 1, 1994
through February 11, 1994......................... -- -- -- 3 3
Capital contributions from Prudential............... -- -- 48,000 -- 48,000
Distributions paid to Prudential.................... -- -- (460,558) (7,140) (467,698)
Distribution of partnership interest to
Prudential........................................ -- -- (4,888) -- (4,888)
Capital contributions from GWG...................... -- -- 32,030 -- 32,030
--------- ----------- ----------- ---------- -------------

BALANCES, FEBRUARY 12, 1994......................... 5,200 -- 272,214 -- 277,414

Adjustment to reflect cost allocated to GWG's
investment in CenterMark Properties, Inc.......... (5,200) -- 179,826 -- 174,626
--------- ----------- ----------- ---------- -------------

BALANCES, FEBRUARY 12, 1994, as adjusted............ -- -- 452,040 -- 452,040

Net income for the period from February 12, 1994
through December 31, 1994......................... -- -- -- 15,241 15,241
Distributions on common stock....................... -- -- (21,258) (15,241) (36,499)
--------- ----------- ----------- ---------- -------------

BALANCES, DECEMBER 31, 1994......................... -- -- 430,782 -- 430,782

Net income for the year ended December 31, 1995..... -- -- -- 21,846 21,846
Issuance of common stock............................ -- -- 3,170 -- 3,170
Issuance of preferred stock......................... -- -- 52 -- 52
Distributions on common stock....................... -- -- (53,585) (21,843) (75,428)
Distributions on preferred stock.................... -- -- -- (3) (3)
--------- ----------- ----------- ---------- -------------

BALANCES, DECEMBER 31, 1995......................... -- -- 380,419 -- 380,419

Net income for the year ended December 31, 1996..... -- -- -- 27,296 27,296
Stock split, 8,980.3983 shares to 1................. 453 -- (453) -- --
Issuance of common stock............................ 212 -- 342,109 -- 342,321
Cost of issuance of stock........................... -- -- (29,000) -- (29,000)
Repurchase of common stock.......................... (136) -- (217,864) -- (218,000)
Issuance of preferred stock......................... -- 94,000 -- -- 94,000
Distributions on common stock....................... -- -- (51,210) (23,032) (74,242)
Distributions on preferred stock.................... -- -- -- (4,264) (4,264)
--------- ----------- ----------- ---------- -------------

BALANCES, DECEMBER 31, 1996......................... $ 529 $ 94,000 $ 424,001 $ -- $ 518,530
--------- ----------- ----------- ---------- -------------
--------- ----------- ----------- ---------- -------------
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-11
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

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

<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
FEBRUARY 12, JANUARY 1,
YEAR ENDED YEAR ENDED 1994 THROUGH 1994 THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, FEBRUARY 11,
1996 1995 1994 1994
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................... $ 27,296 $ 21,846 $ 15,241 $ 3
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation....................................... 37,130 28,296 24,405 3,421
Amortization....................................... 1,466 854 492 184
Equity in (income) losses of unconsolidated real
estate partnership............................... (3,063) (3,359) 386 2,151
Minority interest in earnings of consolidated real
estate partnership............................... 1,063
Changes in assets and liabilities:
Accounts receivable, net........................... (5,510) 2,525 41 (1,464)
Deferred expenses and other assets................. (580) (605) (795) (3,473)
Accounts payable and accrued expenses.............. (1,914) (6,567) (19,105) 11,804
Deferred income taxes.............................. -- -- -- (7,332)
------------ ------------ ------------- -------------
Net cash flows provided by operating activities...... 55,888 42,990 20,665 5,294
------------ ------------ ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................................. (44,084) (12,787) (26,782) (5,304)
Purchase of unconsolidated partnership interest...... -- (2,000) -- --
Purchase of WPI, net of cash acquired................ (62,794) -- -- --
Cash distributions received from unconsolidated real
estate partnerships................................ 10,786 16,558 29,961 267
Cash and cash equivalents of consolidated real estate
partnership........................................ 2,389 -- -- --
Repayment of direct financing leases receivable...... 1,883 1,786 1,360 --
Notes receivable advances............................ -- (268) (40) --
Notes receivable repayments.......................... 107 186 815 119
Decrease (increase) in investments................... -- 248 6,432 (709)
Decrease (increase) in restricted cash............... 100 1,318 15,612 (17,030)
Repayment of advances made to unconsolidated real
estate partnerships................................ -- 435 300 --
Capital contribution to unconsolidated real estate
partnerships....................................... -- -- (4,102) (844)
------------ ------------ ------------- -------------
Net cash flows (used in) provided by investing
activities......................................... $ (91,613) $ 5,476 $ 23,556 $ (23,501)
------------ ------------ ------------- -------------
</TABLE>

F-12
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(IN THOUSANDS)

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

<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
FEBRUARY 12, JANUARY 1,
YEAR ENDED YEAR ENDED 1994 THROUGH 1994 THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, FEBRUARY 11,
1996 1995 1994 1994
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock............... $ 340,405 $ -- $ -- $ 32,030
Proceeds from issuance of preferred stock............ 94,000 52 -- --
Purchase stock from common stockholders.............. (218,000) -- -- --
Stock issuance costs................................. (29,000) -- -- --
Cash distributions paid to preferred shareholders.... (2,070) (3) -- --
Cash distributions paid to common stockholders....... (69,568) (61,825) (36,499) --
Shareholder recontribution of distributions.......... 3,426 3,170 -- --
Decrease in minority interest in consolidated real
estate partnership................................. (316) -- -- --
Proceeds from notes payable.......................... 114,172 16,700 -- 413,681
Principal payments on notes payable.................. (190,595) (20,816) (31,489) --
Capital contributions from Prudential................ -- -- -- 48,000
Cash distributions paid to Prudential................ -- -- -- (467,698)
------------ ------------ ------------- -------------
Net cash flows provided by (used in) financing
activities......................................... 42,454 (62,722) (67,988) 26,013
------------ ------------ ------------- -------------
Net increase (decrease) in cash and cash
equivalents........................................ 6,729 (14,256) (23,767) 7,806
CASH AND CASH EQUIVALENTS, beginning of period......... -- 14,256 38,023 30,217
------------ ------------ ------------- -------------
CASH AND CASH EQUIVALENTS, end of period............... $ 6,729 $ -- $ 14,256 $ 38,023
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------
</TABLE>

Supplemental cash flow information provided in Note 10.

The accompanying notes are an intergral part of the consolidated financial
statements

F-13
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

1. ORGANIZATION AND CHANGE IN OWNERSHIP:

CenterMark Properties, Inc. ("CMP" or the "Company"), is primarily in the
business of owning, operating, leasing, developing, redeveloping and acquiring
super regional and regional retail shopping centers in major metropolitan areas
in the United States. On February 11, 1994, 100% of the stock of CMP, formerly
May Centers, Inc., and subsidiaries, was acquired from the Prudential Insurance
Company of America ("Prudential") through a stock purchase agreement ("Stock
Purchase Agreement") between Prudential and GGP Limited Partnership ("GGP"),
Westfield U.S. Investments Pty. Limited ("WUSI"), a wholly owned subsidiary of
Westland Holdings Limited ("WHL"), and five real estate investment funds
sponsored by Goldman Sachs & Co. ("Goldman"). The purchasers are collectively
referred to as "GWG." The cash purchase price including transaction costs of
$14,830 was approximately $420,000. In conjunction with the closing GWG
contributed $32,030 to CMP, a portion of which was used to pay off revolving
credit borrowings.

Also, in conjunction with the acquisition, the Company entered into an
agreement with CenterMark Management Company ("CMC"), a 50/50 partnership
between General Growth CMP, L.P. and Westfield Services, Inc., a wholly owned
subsidiary of WHL, to manage the properties in CMP's portfolio. Commencing
January 1, 1995, CMC subcontracted such management rights to Westfield
Corporation, Inc. ("WCI"), a wholly owned subsidiary of WHL. In July 1996, WCI
purchased General Growth CMP L.P.'s partnership interest in CMC. In
consideration for providing these management services, CMC will be reimbursed
certain recoverable property operating costs and receive gross fees of 5% of
minimum and percentage rents.

As part of the Stock Purchase Agreement, the Company elected Real Estate
Investment Trust ("REIT") status for income tax purposes.

The above acquisition was accounted for as a purchase. Accordingly, the cost
of the acquisition was allocated to the assets acquired and liabilities assumed
based upon their respective fair values. The results of operations and the
financial position of the Company reflect the revaluation of the assets and
liabilities of CMP to equal GWG's cost at February 11, 1994.

In 1995, WUSI and WCI, both wholly owned subsidiaries of WHL acquired 25% of
GGP's interest in the Company and concurrently acquired options to purchase the
remaining combined 50% interest in the Company held by GGP and Goldman.

On July 1, 1996, the Company was recapitalized (the "Recapitalization")
whereby the Company's common stock split 8,980.3983 shares to one and the
Company sold additional shares of both common and preferred stock to U.S. and
foreign investors (see Note 9) for $434,405.

In conjunction with the Recapitalization, the Company acquired the options
to acquire GGP and Goldman's interest in the Company and agreed to exercise such
options at two separate closing dates. On the first closing date, July 1, 1996,
the Company used $218,000 of the Recapitalization proceeds to repurchase 40% of
GGP's interest and 90% of Goldman's interest in the Company. On the second
closing date, January 2, 1997, the Company purchased GGP's remaining interest in
the Company for $130,500 from proceeds received from the sale of shares to an
affiliate of WHL. The Recapitalization does not result in a sufficient change in
ownership to warrant purchase accounting.

On July 1, 1996, the Company used $62,794 of the Recapitalization proceeds
to acquire indirect ownership of three regional shopping centers, Connecticut
Post Mall, South Shore Mall and Trumbull

F-14
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

1. ORGANIZATION AND CHANGE IN OWNERSHIP: (CONTINUED)
Shopping Park (the "Acquired Properties") through the acquisition of
substantially all the outstanding stock of Westland Properties, Inc., a company
whose business consisted of operating the Acquired Properties.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION:

The Company conducts its business through its divisions, wholly-owned
subsidiaries and affiliates. The consolidated financial statements include the
accounts of the Company and all greater than 50%-owned subsidiaries over which
the Company is able to exercise significant control. Investments as general and
limited partner in 50% or less owned partnerships are accounted for using the
equity method. All significant intercompany accounts and transactions have been
eliminated in consolidation.

INVESTMENT IN REAL ESTATE:

Buildings, improvements and equipment are stated at cost. Costs related to
the acquisition, development, construction and improvement of properties are
capitalized. Interest costs and real estate taxes incurred during construction
periods are capitalized and amortized on the same basis as the related assets.
Expenditures for repairs and maintenance are charged to expense when incurred.
Certain repair and maintenance costs are chargeable to the tenants as provided
in their leases. Such reimbursements are included in recoveries from tenants in
the Consolidated Statements of Income. Depreciation of property is computed on
the straight-line method over the estimated useful lives of the property, which
generally range from 3 to 50 years.

In March 1995, the Financial Accounting Standards Board issued Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," which requires impairment of losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Statement 121 also addresses the
accounting for long-lived assets that are expected to be disposed of. The
Company adopted Statement 121 in 1996 and the adoption had no effect.

CASH AND CASH EQUIVALENTS:

The Company considers all highly liquid investments with an original
maturity of three months or less at date of purchase to be cash equivalents.

RESTRICTED CASH:

Restricted cash at December 31, 1995 represented remaining funds for the
completion of the Westland Center redevelopment.

REVENUE RECOGNITION:

Shopping center space is generally leased to specialty retail tenants under
leases which are accounted for as operating leases. Minimum rent revenues are
recognized on a straight-line basis over the respective

F-15
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
lease term. Percentage rents are recognized on an accrual basis as earned.
Recoveries from tenants are recognized as income in the period the applicable
costs are accrued.

ACCOUNTS AND NOTES RECEIVABLE:

Accounts and notes receivable include amounts billed to tenants, deferred
rent receivables arising from straight-lining of rents and accrued recoveries
from tenants. Management periodically evaluates the collectibility of these
receivables and adjusts the allowance for doubtful accounts to reflect the
amounts estimated to be uncollectible.

DEFERRED EXPENSES AND OTHER ASSETS:

Deferred expenses and other assets include costs associated with notes
payable, tenant leases and prepaid expenses. Costs associated with obtaining
notes payable are amortized on a straight-line basis over the term of the
related notes payable, which approximates the effective interest rate method.
Direct costs related to leasing activities are capitalized and amortized over
the initial term of the new lease.

LEASE TERMINATIONS:

Included in accounts payable and accrued expenses are lump sum payments
received from tenants to terminate their lease. Income received from tenants for
early lease termination is deferred and amortized over the term of the original
lease unless the space is re-leased to a new tenant, at which time the remaining
deferred income is recognized. The unamortized costs of improvements pertaining
to terminated leases are expensed in the period of termination unless the
improvements can be used by the replacement tenant.

EARNINGS PER SHARE:

Net income and dividend declared per common share is calculated by dividing
net income applicable to common stock (net income less dividend requirements of
preferred stock) by the weighted average number of shares of common stock and
common stock equivalents outstanding. Common stock equivalents are represented
by a warrant to purchase common stock at $16.01 per share (Note 9). Net income
and dividends per share for the period January 1, 1994 through February 11, 1994
have not been presented as they are meaningful given the change in capital
structure that occurred in conjunction with the February 11, 1994 acquisition.

INCOME TAXES:

In conjunction with the February 11, 1994 acquisition, the Company elected
REIT status for income tax purposes. As a REIT, the Company is required to
distribute at least 95% of its taxable income to shareholders and meet certain
asset and income tests as well as certain other requirements. As a REIT, the
Company will generally not be liable for federal and state income taxes,
provided it satisfies the necessary requirements.

USE OF ESTIMATES:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial

F-16
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

3. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE PARTNERSHIPS:

As of December 31, 1996, the Company is a general and managing partner in
five real estate partnerships, a limited partner in one real estate partnership
and both a general and limited partner in one real estate partnership. As a
result of the February 11, 1994 acquisition, the carrying amount of investments
in unconsolidated real estate partnerships was adjusted to reflect the purchase
accounting adjustments described in Note 1. This adjustment is being amortized
on a straight-line basis over the useful life of the associated asset which
ranges from 15 to 24 years. The Company's interest in each partnership as of
December 31, 1996 is as follows:

<TABLE>
<CAPTION>
PERCENT
PROPERTY LOCATION INTEREST
- -------------------------------------------------------- -------------------------- -----------
<S> <C> <C>
Annapolis Mall.......................................... Annapolis, MD 30.0%
Meriden Square.......................................... Meriden, CT 50.0
Plaza Camino Real....................................... Carlsbad, CA 40.0
Topanga Plaza........................................... Canoga Park, CA 42.0
Vancouver Mall.......................................... Vancouver, WA 50.0
West Valley............................................. Canoga Park, CA 42.5
North County Fair....................................... Escondido, CA 45.0
</TABLE>

A summary of the condensed balance sheet and income statement information
for all unconsolidated real estate partnerships on a combined basis follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
CONDENSED BALANCE SHEET INFORMATION 1996 1995
- ------------------------------------------------------------------------------ ----------- -----------
<S> <C> <C>
Investment in real estate:
Land, building and improvements, at cost.................................... $ 487,571 $ 516,710
Less accumulated depreciation and amortization.............................. (167,020) (160,220)
Construction in progress.................................................... 1,115 6,984
----------- -----------
Net investment in real estate................................................. 321,666 363,474
Notes payable to affiliate.................................................... (1,156) --
Other notes payable........................................................... (226,619) (260,241)
Other assets and liabilities, net, and interest of other partners............. (50,977) (56,811)
----------- -----------
Net equity investment in unconsolidated real estate partnerships.............. 42,914 46,422
Adjustments to reflect cost allocated to GWG's investment..................... 63,574 78,100
Cost in excess of basis in the Mission Valley partnership interest acquired... -- 10,962
----------- -----------
Investments in unconsolidated real estate partnerships.................... $ 106,488 $ 135,484
----------- -----------
----------- -----------
</TABLE>

F-17
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

3. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE PARTNERSHIPS: (CONTINUED)

<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
FEBRUARY 12, JANUARY 1,
YEAR ENDED YEAR ENDED 1994 THROUGH 1994 THROUGH
CONDENSED STATEMENTS OF DECEMBER 31, DECEMBER 31, DECEMBER 31, FEBRUARY 11,
INCOME (LOSS) INFORMATION 1996 1995 1994 1994
- ---------------------------------------------------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Total revenue....................................... $ 85,767 $ 95,359 $ 74,661 $ 13,734
Costs and expenses:
Operating, general and administrative expenses.... 27,975 32,549 30,537 9,156
Interest expense, net............................. 22,342 24,844 19,885 3,570
Depreciation and amortization..................... 21,263 22,525 20,081 3,766
------------ ------------ ------------- -------------
Net income (loss)................................. 14,187 15,441 4,158 (2,758)
Other partners' share of (income) loss.............. (7,049) (7,177) (2,647) 1,627
Adjustments to reflect the amortization of cost
allocated to GWG's and Prudential's investment in
CMP............................................... (4,075) (4,905) (1,897) (1,020)
------------ ------------ ------------- -------------
Equity in income (losses) of unconsolidated real
estate partnerships............................... $ 3,063 $ 3,359 $ (386) $ (2,151)
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------
</TABLE>

Significant accounting policies used by unconsolidated real estate partnerships
are similar to those used by the Company.

F-18
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

3. INVESTMENTS IN UNCONSOLIDATED REAL ESTATE PARTNERSHIPS: (CONTINUED)

On September 1, 1995, the Company increased its ownership interest in
Mission Valley Partnership from 50 percent to 75.8 percent.

On January 17, 1994, an earthquake occurred near Topanga Plaza. The cost of
the repairs was approximately $11,500 of which $865 remains to be spent at
December 31, 1996. The majority of this cost was recovered under the
Partnership's earthquake insurance policy after payment of the required
deductible of approximately $2,100. The Company's share of this deductible and
uninsured expenses along with the write off of certain leasehold improvements
was $1,512 and is included in equity in income (losses) of unconsolidated real
estate partnerships in 1994. In 1995, the Topanga Plaza Partnership received
insurance proceeds for business interruption caused by the 1994 earthquake. The
Company's share of these proceeds, previously unrecognized due to uncertainty,
was $1,358, and is included in equity in income (losses) of unconsolidated
partnerships in 1995. During 1996, the Topanga Plaza Partnership was reimbursed
by two of its major department store tenants for their pro-rata share of the
cost of repairs caused by the earthquake. The Company's share of these proceeds,
previously unrecognized due to uncertainty, is $226, and is included in equity
in income (losses) of unconsolidated partnerships in 1996.

In January 1994, the Company increased its ownership interest in Plaza
Camino Real from 5 percent to 40 percent and changed its management and leasing
fee agreements.

4. LEASES:

DIRECT FINANCING LEASES RECEIVABLE:

The Company owns certain properties that are leased to May Department Stores
Company ("May") under direct financing leases. The leases' initial terms expire
in September 2017, and may be renewed for up to 14 additional five year terms.
May has the option to purchase the property under these leases at fair market
value during the last 16 months of the initial term or any of the renewal option
terms.

As a result of the changes in ownership described in Note 1, the direct
financing leases receivable at February 11, 1994 were revalued based upon future
cash flows for these leases discounted at seven percent.

The direct financing leases receivable are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
Minimum lease payments receivable..................................... $ 177,030 $ 185,460
Less unearned revenue................................................. (84,679) (91,226)
---------- ----------
Direct financing leases receivable.................................. $ 92,351 $ 94,234
---------- ----------
---------- ----------
</TABLE>

F-19
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

4. LEASES: (CONTINUED)
The future minimum rentals to be received by the Company on the direct
financing leases as of December 31, 1996, are as follows:

<TABLE>
<S> <C>
1997.............................................................. $ 8,430
1998.............................................................. 8,430
1999.............................................................. 8,430
2000.............................................................. 8,430
2001.............................................................. 8,430
Thereafter........................................................ 134,880
---------
$ 177,030
---------
---------
</TABLE>

In connection with the redevelopment plan at Eastland Shopping Center, the
Company exercised its option to purchase May's leasehold interest in its store
at Eastland in 1994.

PROPERTY RENTAL:

Substantially all of the property owned by the Company is leased to
third-party tenants under operating leases as of December 31, 1996. Lease terms
vary between tenants and some leases include percentage rental payments based on
sales volume.

Future minimum rental revenues under noncancelable operating leases as of
December 31, 1996, are as follows:

<TABLE>
<S> <C>
1997.............................................................. $ 93,229
1998.............................................................. 87,842
1999.............................................................. 83,394
2000.............................................................. 79,131
2001.............................................................. 71,550
Thereafter........................................................ 235,405
---------
$ 650,551
---------
---------
</TABLE>

These amounts do not include percentage rentals that may be received under
certain leases on the basis of tenant sales in excess of stipulated minimums.

5. ACCOUNTS AND NOTES RECEIVABLE:

At December 31, 1996 and December 31, 1995, accounts and notes receivable
include $367 and $429 of tenant notes receivable and $5,192 and $5,281 of other
notes receivable which primarily relate to property sales and which bear
interest at rates ranging from 7.0% to 8.5% and are due at various dates ranging
from 1997 to 2004.

F-20
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

6. DEFERRED EXPENSES AND OTHER ASSETS:

Deferred expenses and other assets are summarized as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
Lease costs, net of accumulated amortization of $2,100 and $560 in 1996 and
1995, respectively....................................................... $ 4,354 $ 2,406
Loan costs, net of accumulated amortization of $881 and $286 in 1996 and
1995, respectively....................................................... 1,668 1,520
Other assets............................................................... 1,669 1,535
--------- ---------
$ 7,691 $ 5,461
--------- ---------
--------- ---------
</TABLE>

7. NOTES PAYABLE AND LINES OF CREDIT:

A summary of notes payable is as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
Collateralized nonrecourse notes to an insurance company, interest only payable monthly,
at 6.15% due in 1999.................................................................... $ 172,000 $ 172,000
Collateralized nonrecourse notes to an insurance company, interest only payable monthly,
at 6.51% due in 2001.................................................................... 167,000 167,000
Senior collateralized nonrecourse notes, interest only payable quarterly at 6.39% until
1997, thereafter principal and interest payable quarterly, due in 2004.................. 20,576 20,576
Senior collateralized nonrecourse notes bearing interest at 7.33%, $1,620 principal and
interest payable quarterly until 1997, interest only payable from 1997 until 2004,
principal and interest payable thereafter, due in 2014.................................. 56,429 58,705
Unsecured line of credit/collateralized project loan from a bank with a maximum commitment
of $50,000, interest only at LIBOR + 1.5% ($1,500 is at 8.25% and $3,500 is at 7.156% at
December 31, 1996) payable monthly, due in 1998......................................... 5,000 --
Collateralized non-recourse note to an insurance company, interest only payable monthly at
8.09%, due in 1999...................................................................... 15,000 --
Collateralized non-recourse construction loan payable to a bank, interest only at LIBOR +
1.5% ($1,000 is at 7.156% and $3,885 is at 7.094% at December 31, 1996) payable monthly,
due in 1998 with an option to extend to 2001............................................ 4,885 --
Collateralized non-recourse note payable to an insurance company interest at an effective
rate of 7.7%, $1,182 principal and interest payable monthly, due in 2000................ 144,959
Collateralized non-recourse note payable to a bank, interest only at LIBOR + 1% (6.5% at
December 31, 1996) payable quarterly, due in 2001....................................... 73,350 --
Collateralized non-recourse note payable to a bank, interest only at LIBOR + 1% (6.5% at
December 31, 1996) payable quarterly, due in 2001....................................... 73,450 --
</TABLE>

F-21
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

7. NOTES PAYABLE AND LINES OF CREDIT: (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1996 1995
---------- ----------
<S> <C> <C>
Collateralized non-recourse construction loan payable to a bank with a maximum commitment
of $48,000, interest only payable monthly at LIBOR + 1.75% ($2,050 at 7.44% and $13,853
at 7.32% December 31, 1996) with borrowings totaling $22,073 fixed at 7.5% through
maturity, due in 1997 with an option to extend to 2000.................................. 37,976 --
Line of credit with a total commitment of $30,000 collateralized by a shopping center
property. Interest only payable monthly at prime or a LIBOR based rate. This line of
credit was repaid in 1996 and replaced with a $100 million line of credit from a bank as
previously disclosed.................................................................... -- 1,000
Collateralized non-recourse note, interest only payable monthly at the lower of prime + 1%
or 12% (9.5% at December 31, 1995), repaid in 1996...................................... -- 1,500
Collateralized note, principal of $3,000 plus accrued interest at prime due quarterly,
repaid in 1996.......................................................................... -- 6,000
---------- ----------
$ 770,625 $ 426,781
---------- ----------
---------- ----------
</TABLE>

Interest costs capitalized for the years ended December 31, 1996 and 1995
were $1,503 and $52, respectively. There was no capitalized interest in 1994.

Senior collateralized non-recourse notes totaling $77,005 and $79,281 at
December 31, 1996 and 1995, respectively, are collateralized by the related
direct financing leases receivable from The May Company.

The unsecured portion of the Company's line of credit, initially totaling
$50,000 is for general corporate purposes.

The annual maturities of notes payable as of December 31, 1996 are as
follows:

<TABLE>
<S> <C>
1997.............................................................. $ 6,539
1998.............................................................. 12,022
1999.............................................................. 194,542
2000.............................................................. 172,633
2001.............................................................. 321,842
Thereafter........................................................ 63,047
---------
$ 770,625
---------
---------
</TABLE>

Certain note payable agreements above provide restrictive covenants relating
to the maintenance of specified financial performance ratios such as minimum net
worth, debt service coverage ratio, loan to value, ownership percentages and
restrictions on dividend payments. As of December 31, 1996, the Company was in
compliance with these covenants.

F-22
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

8. INTEREST RATE SWAP CONTRACTS:

At December 31, 1996, the Company had two swap agreements to hedge two notes
payable with an aggregate principal balance of $146,800 which mature in 2001.
Interest rate swaps are contractual agreements between the Company and third
parties to exchange fixed and floating interest payments periodically without
the exchange of the underlying principal amounts (notional amounts). Under one
of the swap agreements, which has a notional amount of $125,000, the Company is
credited interest at LIBOR and incurs interest at a fixed rate of 5.75%. Under
the second swap agreement, which has a notional amount of $11,400, the Company
is credited interest at LIBOR and incurs interest at a fixed rate of 6.23%. Both
swap agreements expire in 2000. The Company has an unrealized gain of $1,360
related to these swaps at December 31, 1996.

On November 27, 1996 and November 29, 1996, the Company completed structured
deferred interest rates swaps totaling $90 million notional amount, where the
Company will receive LIBOR and pay 6.125% for three years beginning February 11,
1999. Additionally, the counterparty received an option to extend the swaps for
an additional two years exercisable on November 12, 1997.

9. CAPITAL STOCK:

In conjunction with the acquisition of CMP at February 11, 1994, the Company
authorized 269,411,949 shares of $0.01 par value common stock of which
44,901,991 shares were issued. During 1995, CMP issued an additional 206,549
shares of common stock in conjunction with the recontribution of 10% of the July
1995 and October 1995 distribution, respectively. Additionally during 1995, the
Company authorized 200 shares of 7% non-cumulative, non-participating,
non-voting preferred stock with a par value of $1.00 of which 105 shares were
issued. During the six months ended June 30, 1996, the Company issued an
additional 179,608 shares of common stock in conjunction with the recontribution
of 10% and 5% of the December 1995 and March 1996 distributions, respectively.

In July 1996, the Company's Articles of Incorporation were amended. The
total number of shares of all classes of stock that the Company is authorized to
issue is 435,012,800.

In conjunction with the Recapitalization in July 1996, the Company's stock
split 8,980.3983 shares to one. In addition, Westfield America Trust ("WAT"), a
newly formed publicly traded Australian trust in which WHL has an ownership
interest, acquired 19,631,543 shares of Class B-1 common stock and a warrant to
purchase up to 6,246,096 shares of Class B-1 common stock. The Company received
$314,304, 940,000 WAT Special Options and 2,498,440 WAT Ordinary Options for the
issuance of this stock and warrants issued by the Company. In connection with
the sale of common and preferred stock, CMP designated the purchasers of such
stock to be the recipients of WAT Ordinary and Special Options, respectively.

The Company received additional proceeds totaling $26,101 from the sale of
1,623,985 shares of Class B-2 common stock, 6,300 shares of Class B-3 common
stock and 2,498,440 WAT Ordinary Options. The Company also received $94,000 upon
the sale of 940,000 shares of Series A Preferred Stock and sale of 940,000 WAT
special options.

The Company used a portion of the proceeds raised from the issuance of
common and preferred stock to repurchase 5,434,104 shares from GGP and 8,182,386
shares from Goldman for a total purchase price of $218,000. The cost associated
with the Recapitalization of the Company and issuance of new capital stock was
$29,000.

F-23
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

9. CAPITAL STOCK: (CONTINUED)
At December 31, 1996, the total number of shares outstanding were as
follows:

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES SHARES
AUTHORIZED ISSUED
------------- ------------
<S> <C> <C>
Class A common stock, $.01 par value............................. 25,000,000 8,151,155
Class B-1 common stock, $.01 par value........................... 100,000,000 31,342,970
Class B-2 common stock, $.01 par value........................... 100,000,000 13,429,110
Class B-3 common stock, $.01 par value........................... 6,300 6,300
Excess common stock, $.01 par value.............................. 200,006,300 --
Non-voting senior preferred stock, $1.00 par value............... 200 105
Preferred stock, $1.00 par value of which 940,000 shares shall be
designated Series A cumulative redeemable preferred stock...... 5,000,000 940,000
Excess preferred stock, $1.00 par value.......................... 5,000,000 --
------------- ------------
Total number of shares authorized, issued and outstanding.... 435,012,800 53,869,640
------------- ------------
------------- ------------
</TABLE>

SENIOR PREFERRED SHARES:

The holders of non-voting senior preferred stock shall be entitled to
receive, when declared, cash dividends at an annual rate of $35 per share, and
no more, payable quarterly. No dividend shall be paid on any Preferred or Common
Shares unless the full dividend has been paid on the Senior Preferred Shares.
The Company has an option to redeem the Senior Preferred Shares anytime after
February 20, 1999 at a redemption price of $550 per share, which is equal to the
liquidation preference.

SERIES A PREFERRED SHARES:

The holders of Series A Preferred Shares shall be entitled to receive, when
declared, cumulative cash dividends equal to the greater of $8.50 per annum or
an amount currently equal to 6.2461 times the dollar amount declared on common
shares. Series A Preferred Shareholders are entitled to dividends before
dividends are distributed to common shareholders. The holders of Series A
Preferred Shares have no voting rights unless a dividend is not declared for
four quarters, at which time the holders of Series A Preferred Shares may elect
a Director to be added to the Board of Directors. The Company has an option to
redeem the Series A Preferred Shares anytime after July 1, 2003 at a redemption
price of $100 per share.

COMMON SHARES:

The holders of Common Shares have voting rights and are entitled to receive
dividends declared after payment of dividends on preferred shares.

F-24
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

10. SUPPLEMENTAL CASH FLOW INFORMATION:

<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
FEBRUARY 12, JANUARY 1, 1994
YEAR ENDED YEAR ENDED 1994 THROUGH THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, FEBRUARY 11,
1996 1995 1994 1994
------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C>
CASH PAID DURING THE PERIOD FOR:
Interest (net of amount capitalized).................. $ 42,378 $ 27,444 $ 21,731 $ 307
------------ ------------ ------------ -----
------------ ------------ ------------ -----
Income taxes.......................................... $ 60 $ 73 $ 1,684 $ --
------------ ------------ ------------ -----
------------ ------------ ------------ -----
</TABLE>

NON CASH INVESTING AND FINANCING INFORMATION:

Mission Valley Partnership was accounted for under the equity method in 1995
and has been consolidated in 1996. The condensed assets and liabilities of the
partnership were as follows:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
Net investment in real estate.................................... $ 34,992 $ 24,612
Cash and Cash Equivalents........................................ 2,824 2,389
Accounts and notes receivable.................................... 1,407 891
Deferred expenses and other assets............................... 979 1,201
Notes payable.................................................... (37,976) (28,988)
Accounts payable................................................. (2,172) (798)
------------ ------------
Minority/other partners' interest................................ $ 54 $ (693)
------------ ------------
------------ ------------
</TABLE>

The Mission Valley Partnerships condensed consolidated statements of income
were as follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995
------------ ------------
<S> <C> <C>
Total Revenue.................................................... $ 13,198 $ 11,117
Total Expenses................................................... 8,179 7,102
------------ ------------
Operating Income............................................... 5,019 4,015
Interest Expense................................................. (1,945) (2,226)
Other Income..................................................... 76 185
------------ ------------
Income before minority/other partners' interest................ 3,150 1,974
Minority/other partners' interest in earnings.................... (1,063) (1,277)
------------ ------------
Net income..................................................... $ 2,087 $ 697
------------ ------------
------------ ------------
</TABLE>

During 1996, construction in process totaling $4,529 was placed into
service.

During 1995, the Company increased its ownership interest in the Mission
Valley Partnership from 50% to 75.8%. In consideration, the Company paid $2,000
in cash and provided the partner selling its interest with a note for the
remaining purchase price totaling $9,000.

F-25
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

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

10. SUPPLEMENTAL CASH FLOW INFORMATION: (CONTINUED)
During 1995, the Company purchased a building previously owned by one of the
Company's major tenants. In consideration, the Company paid $528 in cash and
provided the seller with a note for the remaining purchase price totaling
$1,500.

Included in accounts payable and accrued liabilities at December 31, 1995
are cash overdrafts totaling $2,263.

The cost of GWG's acquisition of the Company on February 11, 1994 was
accounted for as a purchase. Accordingly, the cost of the acquisition was
allocated to the assets acquired and liabilities assumed based upon respective
fair values as follows:

<TABLE>
<CAPTION>
Net property and equipment................................................ $ (10,498)
<S> <C>
Investments in unconsolidated real estate partnerships.................... (6,818)
Direct financing leases receivable........................................ 13,484
Accounts and notes receivable............................................. (2,465)
Deferred expenses and other assets........................................ (7,715)
Accounts payable and accrued expenses..................................... (6,863)
Deferred income taxes..................................................... 195,501
---------
Adjustment to reflect cost allocated to GWG's investment in CenterMark
Properties, Inc....................................................... $ 174,626
---------
---------
</TABLE>

Shortly before GWG's acquisition of the Company on February 11, 1994, the
Company dividended its 50% interest in Ballston Common Mall to Prudential. The
assets and liabilities that were dividended consisted of the following:

<TABLE>
<CAPTION>
Net investment in real estate.............................................. $ (3,037)
<S> <C>
Investment in unconsolidated real estate partnerships...................... (3,408)
Accounts payable and accrued expenses...................................... 1,557
---------
Distribution of partnership interest to Prudential......................... $ (4,888)
---------
---------
</TABLE>

F-26
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

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

11. INCOME TAXES:

As discussed in Note 2, the Company elected REIT status for income tax
purposes effective February 12, 1994 and, accordingly, is exempt from federal
income tax subsequent to that date. For periods prior to the REIT election, the
income tax provision consisted of the following:

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1994 THROUGH
FEBRUARY 11,
1994
-------------
<S> <C>
Current income taxes:
Federal...................................................................... $ 6,968
State and local.............................................................. 1,847
-------------
Total current income taxes................................................. 8,815
-------------
Deferred income taxes:
Federal...................................................................... (5,752)
State and local.............................................................. (1,580)
-------------
Total deferred income taxes................................................ (7,332)
Tax benefit due to dividend of partnership investment.......................... (1,480)
-------------
$ 3
-------------
-------------
</TABLE>

In 1994, total current income taxes includes $6,965 in federal and $1,551 in
state income taxes relating to the Ballston Common Mall partnership interest
dividended to Prudential as discussed in Note 10.

Included in accounts payable and accrued liabilities is a deferred income
tax liability of $1,479 and $1,457 at December 31, 1996 and 1995, respectively,
relating to installment notes receivable for property sales prior to February
12, 1994.

12. RELATED PARTIES:

As discussed in Note 1, the Company acquired the Acquired Properties in
conjunction with the Company's Recapitalization. Accordingly, the cost of this
acquisition was allocated to the assets acquired and liabilities assumed based
upon their respective fair values as follows:

<TABLE>
<S> <C>
Net property and equipment...................................... $ 459,707
Cash and cash equivalents....................................... 9,616
Accounts and notes receivable................................... 3,761
Deferred expenses and other assets.............................. 1,915
Notes payable................................................... (388,609)
Accounts payable and accrued expenses........................... (13,980)
----------
Total purchase price............................................ $ 72,410
----------
----------
</TABLE>

F-27
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

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

12. RELATED PARTIES: (CONTINUED)
The operations of the Company include the Acquired Properties from the date
of purchase, July 1, 1996. If the Acquired Properties were acquired on January
1, 1995, the Condensed Consolidated Statements of Income would have been as
follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1996 1995
(UNAUDITED) (UNAUDITED)
------------ ------------
<S> <C> <C>
Total revenues................................................... $ 183,352 $ 164,511
Total operating expenses......................................... 64,496 58,812
Depreciation expense............................................. 43,131 39,060
------------ ------------
Operating income............................................... 75,725 66,639
Interest expense, net............................................ (52,479) (52,306)
Other income..................................................... 3,839 4,148
------------ ------------
Income before minority interest................................ 27,085 18,481

Minority interest................................................ (1,063) --
------------ ------------
Net income....................................................... $ 26,022 $ 18,481
------------ ------------
------------ ------------
Net income per common share...................................... $ 0.44 $ 0.41
------------ ------------
------------ ------------
</TABLE>

CenterMark Management Company, an entity wholly owned by WHL, entered into
an agreement with CMP to manage the properties in CMP's portfolio beginning
January 1, 1995. Property management fees totaling $3,495 and $1,828, net of
capitalized leasing fees of $1,667 and $1,219 were expensed by CMP for the years
ended December 31, 1996 and 1995 respectively. Included in accounts payable and
accrued expenses at December 31, 1996 and 1995, are management fees payable to
CMC totaling $711 and $0, respectively.

In addition to the management fees, CMC is reimbursed for corporate overhead
and mall related payroll costs. Reimbursements to CMC of recoverable property
operating costs for the years ended December 31, 1996 and 1995 totaled $8,409
and $6,598, respectively.

The Company entered into a Master Development Framework Agreement with WCI,
a wholly owned subsidiary of WHL, whereby the Company granted WCI the exclusive
right to carry out expansion, redevelopment and related works on CMP wholly
owned shopping centers and to endeavor to have WCI be appointed by the relevant
partner to carry out similar activities for jointly owned real estate
partnerships. During 1996 and 1995, the Company reimbursed WCI $21,535 and
$4,373, respectively, for expansion, redevelopment and related work.

In conjunction with the Recapitalization on July 1, 1996, the Company
engaged Westfield U.S. Advisory L.P. ("Advisor"), a wholly owned subsidiary of
WHL, to provide information, advise and assist the Company and undertake certain
duties and responsibilities on behalf of, and subject to, supervision of the
Company. The advisor is entitled to an annual fee of .55% of the net fair market
value of the Company. The Advisor has agreed to forego the entitlement of its
service fee for the period from its inception on July 1, 1996 to December 31,
1997. The service fee waived for the six months ended December 31, 1996 was
approximately $2.6 million.

F-28
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

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

12. RELATED PARTIES: (CONTINUED)
In conjunction with the Recapitalization on July 1, 1996, the Company
obtained an option to acquire all of the outstanding common stock of Westland
Realty, Inc. ("WRI"). WRI, a wholly owned subsidiary of WHL, holds a 50%
indirect general partnership interest in Westland Garden State Plaza L.P., an
owner and operator of a super-regional shopping center located in Paramus, New
Jersey. The terms of the option allow CMP to purchase the WRI stock at a price
equal to 50% of the market value of Garden State Plaza net of any mortgage debt
provided that the Company exercises its option within 120 days of the valuation
date. The valuation will be performed upon completion of the expansion of Garden
State Plaza and stabilization of its rents.

13. FINANCIAL INSTRUMENTS:

The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of Statements of
Financial Accounting Standards No. 107, DISCLOSURES ABOUT FAIR VALUE OF
FINANCIAL INSTRUMENTS. The estimated fair value amounts have been determined by
the Company, using available market information and appropriate valuation
methodologies. However, considerable judgment is necessarily required in
interpreting market data to develop the estimates of fair value. Accordingly,
the estimates presented herein are not necessarily indicative of the amounts
that the Company could realize in a current market exchange. The use of
different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.

The fair value estimates presented herein are based on pertinent information
available to management as of December 31, 1996. Although management is not
aware of any factors that would significantly affect the estimated fair value
amounts, such amounts have not been comprehensively revalued for purpose of
these consolidated financial statements since that date, and current estimates
of fair value may differ significantly from the amounts presented herein.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------
CARRYING ESTIMATED
AMOUNT FAIR VALUE
--------- ----------
<S> <C> <C>
Assets:
Direct financing leases receivable....................................................... $ 92,351 $ 80,689
Accounts and notes receivable............................................................ 19,716 18,180
Liabilities:
Notes payable............................................................................ 770,625 718,914
Accounts payable and accrued expenses.................................................... 33,380 33,380
Off-balance sheet financial instruments--
Letters of credit........................................................................ 3,337 3,337
</TABLE>

RESTRICTED CASH, ACCOUNTS AND NOTES RECEIVABLE, AND ACCOUNTS PAYABLE AND ACCRUED
EXPENSES:

The carrying amounts of these items are a reasonable estimate of their fair
value, except for certain notes receivable which are discounted at current rates
for similar terms.

F-29
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

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

13. FINANCIAL INSTRUMENTS: (CONTINUED)
DIRECT FINANCING LEASES RECEIVABLE:

The fair value of these lease receivables are based upon the discounted
future cash flows at current market rates for leases with similar terms.

NOTES PAYABLE:

The fair value of notes payable are based upon current market rates for
loans with similar terms.

LETTERS OF CREDIT:

The fair value of letters of credit is based on fees currently charged for
similar agreements or on the estimated cost to terminate them or otherwise
settle the obligations with the counterparts at the reporting date.

14. COMMITMENTS AND CONTINGENCIES:

COMMITMENTS:

The Company is currently involved in several development projects and had
outstanding commitments with contractors totaling approximately $35,829 at
December 31, 1996.

The Redevelopment Agency of the City of West Covina (the "Agency") issued
$45,000 of special tax assessment municipal bonds ("Original Bonds") on March 1,
1990, to finance land acquisition for expansion of the shopping center and
additional site improvements. During 1996, the agency refinanced the Original
Bonds by issuing certain serial and term bonds with a total face amount of
$51,220 ("New Bonds"), proceeds of which were used to redeem the Original Bonds.
Special taxes levied against the property, together with incremental property
tax, incremental sales tax, and park and ride revenues will be used to pay the
principal and interest on the bonds and the administrative expense of the
Agency. Principal and interest payments began in 1996 and continue to 2022 in
graduating amounts ranging from $2,030 to $5,289. CMP has the contingent
obligation to satisfy any shortfall in annual debt service requirements after
tenant recoveries.

The Company is subject to the risks inherent in the ownership and operation
of commercial real estate. These include, among others, the risks normally
associated with changes in the general economic climate, trends in the retail
industry, including creditworthiness of tenants, competition for tenants,
changes in tax laws, interest rate levels, the availability of financing, and
potential liability under environmental and other laws.

Substantially all of the properties have been subjected to Phase I
environmental reviews. Such reviews have not revealed, nor is management aware
of, any probable or reasonably possible environmental costs that management
believes would be material to the consolidated financial statements.

LITIGATION:

During early 1994, the Company reached an agreement to settle certain
litigation for $950. CMP currently is neither subject to any other material
litigation nor, to management's knowledge, is any

F-30
<PAGE>
CENTERMARK PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(IN THOUSANDS)

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

14. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
material litigation currently threatened against CMP other than routine
litigation and administrative proceedings arising in the ordinary course of
business. Based on consultation with counsel, management believes that these
items will not have a material adverse impact on the Company's consolidated
financial position or results of operations.

15. SUBSEQUENT EVENTS:

The Company paid a distribution of $22,440 to its shareholders on January
30, 1997.

On January 2, 1997, the Company sold 8,151 common shares to WAT. The Company
used proceeds totaling $130,500 to purchase the remaining common stock held by
GGP Limited Partnership.

F-31
<PAGE>
SCHEDULE III

CENTERMARK PROPERTIES, INC.
REAL ESTATE INVESTMENT AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
BUILDINGS & ACCUMULATED
PROPERTY LAND IMPROVEMENTS TOTAL DEPRECIATION ENCUMBRANCES
- -------------------------------------------------- ---------- ------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Eagle Rock........................................ $ 3,624 $ 12,646 $ 16,270 $ 2,446 --
Eastland.......................................... 16,609 3,375 19,984 627 $ 4,885
Enfield........................................... 8,468 21,050 29,518 3,767 --
La Jolla.......................................... 2,558 2,458 5,016 218 --
Mid Rivers........................................ 10,816 47,732 58,548 7,947 53,205
Mission Valley.................................... 1,007 63,237 64,244 23,283 37,976
Montgomery........................................ 32,420 163,740 196,160 24,572 121,515
Plaza Bonita...................................... 22,994 79,732 102,726 13,951 59,030
South County...................................... 13,259 34,832 48,091 6,514 28,735
West County....................................... 6,506 22,632 29,138 4,215 16,750
West Covina....................................... 18,922 82,326 101,248 10,910 60,615
West Park......................................... 2,633 23,583 26,216 4,482 14,150
Westland.......................................... 5,162 13,101 18,263 2,053 --
Trumbull.......................................... 16,405 161,814 178,219 2,235 144,959
South Shore....................................... 29,071 112,111 141,182 1,402 73,350
Connecticut Post.................................. 6,356 130,855 137,211 1,638 73,450
---------- ------------- ------------ ------------ -------------
$ 196,810 $ 975,224 $ 1,172,034 $ 110,260 $ 688,620
---------- ------------- ------------ ------------ -------------
---------- ------------- ------------ ------------ -------------

<CAPTION>
DEPRECIABLE
PROPERTY DATE OF COMPLETION LIFE
- -------------------------------------------------- --------------------- -------------
<S> <C> <C>
Eagle Rock........................................ 1973 3-31.5 yrs
Eastland.......................................... under constr./1957 3-30 yrs.
Enfield........................................... 1987/1971 3-31.5 yrs.
La Jolla.......................................... 1981 15-31.5 yrs.
Mid Rivers........................................ 1996/1987 3-22 yrs.
Mission Valley.................................... 1997/1961 3-50 yrs.
Montgomery........................................ 1991/1962 3-20 yrs.
Plaza Bonita...................................... 1981 3-39 yrs.
South County...................................... 1979/1963 3-39 yrs.
West County....................................... 1985/1969 3-22 yrs.
West Covina....................................... 1993/1975 3-22 yrs.
West Park......................................... 1984/1981 3-50 yrs.
Westland.......................................... 1994/1960 3-50 yrs.
Trumbull.......................................... 1992/1964 3-40 yrs.
South Shore....................................... under constr./1963 3-40 yrs.
Connecticut Post.................................. 1991/1960 3-40 yrs.
</TABLE>

F-32
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

To the Board of Directors
of CenterMark Properties, Inc.

We have audited the accompanying combined statements of revenues and certain
expenses of the Acquired Properties (as defined in Note 1) for the years ended
June 30, 1996, 1995 and 1994. The above mentioned combined statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the above mentioned combined statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the above mentioned combined statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the above mentioned combined
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
above mentioned combined statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

The accompanying combined statement of revenues and certain expenses was
prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission for inclusion in the registration statement
on Form S-11 of CenterMark Properties, Inc. Material amounts (described in the
Notes to the combined statement of revenues and certain expenses) that would not
be comparable to those resulting from the proposed future operations of the
Acquired Properties are excluded, and the above mentioned combined statements
are not intended to be a complete presentation of the revenues and expenses of
the properties.

In our opinion, the above mentioned combined statements referred to above
present fairly, in all material respects, the revenues and certain expenses for
the years ended June 30, 1996, 1995 and 1994 in conformity with generally
accepted accounting principles.

BDO Seidman, LLP

Los Angeles, California
February 7, 1997

F-33
<PAGE>
THE ACQUIRED PROPERTIES

COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES

FOR THE YEARS ENDED JUNE 30, 1996, 1995 AND 1994
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR YEAR YEAR
ENDED ENDED ENDED
JUNE 30, JUNE 30, JUNE 30,
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
REVENUES:
Minimum rents.................................................................. $ 34,914 $ 34,741 $ 33,258
Tenant recoveries.............................................................. 17,231 16,922 16,128
Percentage Rents............................................................... 1,498 1,717 1,961
--------- --------- ---------
Total revenue................................................................ 53,643 53,380 51,347
--------- --------- ---------
OPERATING EXPENSES
Operating...................................................................... 20,031 20,021 18,551
Management fees................................................................ 1,325 1,337 1,335
--------- --------- ---------
Total operating expenses..................................................... 21,356 21,358 19,886
--------- --------- ---------
OPERATING INCOME $ 32,287 $ 32,022 $ 31,461
--------- --------- ---------
--------- --------- ---------
</TABLE>

F-34
<PAGE>
THE ACQUIRED PROPERTIES

NOTES TO THE COMBINED STATEMENTS OF REVENUES

AND CERTAIN EXPENSES
(IN THOUSANDS)

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

1. ORGANIZATION AND BASIS OF PRESENTATION:

The accompanying combined statements of revenues and certain expenses
include the accounts of regional shopping centers which CenterMark Properties,
Inc. ("CMP") acquired from affiliates on July 1, 1996 in conjunction with its
recapitalization. These regional shopping centers ("Acquired Properties") are as
follows:

Connecticut Post Mall--Milford Connecticut

South Shore Mall--Bay Shore, New York

Trumbull Shopping Park--Trumbull, Connecticut

The accounts of the Acquired Properties have been presented on a combined
historical cost basis in the hands of the sellers. No adjustments have been
reflected in the combined financial statements to give effect to the purchase by
CMP of the properties, listed above.

The combined financial statements include only the accounts and activity of
the Acquired Properties and do not include other accounts or operations of the
sellers, primarily expenses that are not comparable to the expenses expected to
be incurred by CMP in the proposed future operations of the Acquired Properties.
Expenses exclude interest, income taxes and depreciation and amortization.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

REVENUE RECOGNITION:

Shopping center space is generally leased to specialty retail tenants under
leases which are accounted for as operating leases. Minimum rent revenues are
recognized on an accrual basis over the respective lease term, which
approximates the straight-line basis. Percentage rents are recognized on an
accrual basis as earned. Recoveries from tenants, which include an
administrative fee, are recognized as income in the period the applicable costs
are accrued.

BAD DEBTS:

The sellers periodically evaluated amounts billed to tenants and accrued
recoveries from tenants and adjusted the allowance for doubtful accounts to
reflect the amounts estimated to be uncollectible. Amounts determined to be
uncollectible are included in operating expenses.

LEASE TERMINATIONS:

Lump sum payments received from tenants to terminate their lease are
deferred and amortized as minimum rental revenue over the remaining life of the
lease unless the space is re-leased to a new tenant, at which time the remaining
deferred income is recognized.

USE OF ESTIMATES:

The preparation of the combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that effect the reported amounts of revenue and certain expenses
during the reporting periods. Actual results could differ from those estimates.

F-35
<PAGE>
THE ACQUIRED PROPERTIES

NOTES TO THE COMBINED STATEMENTS OF REVENUES (CONTINUED)

AND CERTAIN EXPENSES
(IN THOUSANDS)

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

3. PROPERTY RENTALS:

Future Minimum rental revenues under non cancelable leases as of June 30,
1996 are as follows:

<TABLE>
<S> <C>
1997...................................................... $ 29,805
1998...................................................... 28,662
1999...................................................... 27,609
2000...................................................... 26,794
2001...................................................... 24,717
Thereafter................................................ 103,576
---------
$ 241,163
---------
---------
</TABLE>

These amounts do not include percentage rentals that may be received under
certain leases on the basis of tenant sales in excess of stipulated minimums.

4. TRANSACTIONS WITH RELATED PARTIES:

CenterMark Management Company ("CMC"), an affiliate, provides management,
leasing and development services for the Acquired Properties. CMC received a
management fee of 5% of gross receipts (as defined) for the years ended June 30,
1996, 1995 and 1994. CMC is a wholly owned subsidiary of Westfield Corporation,
Inc. ("WCI") which has a 3.85% direct ownership interest in the Company. WCI is
a wholly owned subsidiary of a company who has a direct and indirect ownership
interest in the Company.

F-36
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SHARES IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.

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

SUMMARY
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary............................. 4
Risk Factors................................... 21
The Company.................................... 34
Use of Proceeds................................ 41
Capitalization................................. 42
Dilution....................................... 43
Distributions.................................. 44
Selected Financial Data........................ 45
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 47
Business and Properties........................ 56
Policies and Objectives with Respect to Certain
Activities.................................... 78
Management..................................... 83
Advisory, Management and Development Services
to the Company................................ 87
Certain Transactions........................... 90
Principal Shareholders......................... 94
Description of Capital Stock................... 95
Certain Provisions of the Company's Articles of
Incorporation and By-Laws and of Missouri
Law........................................... 100
Shares Available for Future Sale............... 104
Federal Income Tax Considerations.............. 105
ERISA Considerations........................... 117
Underwriting................................... 119
Experts........................................ 120
Legal Matters.................................. 120
Additional Information......................... 120
Glossary....................................... G-1
Index to Financial Statements.................. F-1
</TABLE>

UNTIL (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE SHARES OFFERED HEREBY, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

CENTERMARK PROPERTIES, INC.

COMMON STOCK

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

PROSPECTUS

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

MERRILL LYNCH & CO.

FURMAN SELZ

, 1997

ITEM 30. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the Shares being registered. All of the amounts shown are estimates except
for the SEC registration fee, the NASD filing fee and the NYSE listing fee.

<TABLE>
<S> <C>
SEC registration fee...................................... $ 139,394
NASD filing fee........................................... 30,500
NYSE filing fee........................................... *
Printing and engraving fees............................... *
Legal fees and expenses................................... *
Accounting fees and expenses.............................. *
Blue Sky fees and expense................................. *
Transfer agent and registrar.............................. *
Miscellaneous............................................. *
---------
Total................................................... $ *
---------
---------
</TABLE>

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

* To be filed by amendment

ITEM 31. SALES TO SPECIAL PARTIES.

On January 2, 1997, the Company sold 8,151,155 shares of Common Stock to the
WAT Trustee, for a purchase price of $16.01 per share.

ITEM 32. RECENT SALES OF UNREGISTERED SECURITIES.

On July 1, 1996, the Company sold 940,000 shares of Series A Preferred
Stock, together with 940,000 WAT special options, for $100 per share, to a Dutch
pension fund in an offering exempt from registration pursuant to Regulation S.
ABN AMRO Bank N.V. ("ABN AMRO") acted as underwriter, in a best efforts
underwriting. The Company paid ABN AMRO a selling commission of 3.5% of the
gross purchase price of securities sold and an underwriting commission of 1.5%
of the gross purchase price of the minimum amount (namely, 940,000 Series A
Preferred Shares and 940,000 WAT special options).

On July 1, 1996 the Company issued 6,300 Common Stock to a foreign
individual for a net cash consideration of $100,000, in an offering exempt from
registration pursuant to Regulation S. Concurrently, the Company sold 1,638,311
shares of Common Stock for $16.01 (or $15.87 net of a commission paid to the
purchaser) per share to a U.S. accredited investor as defined in Rule 501 of the
Securities Act. The sale was effected in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act.

On July 1, 1996 the Company issued to WAT, for $314.3 million and WAT's
agreement to issue certain options to purchase WAT units to certain shareholders
of the Company, 31,342,970 shares of Common Stock and a warrant to purchase up
to 6,246,096 shares of the Company's Common Stock at an exercise price of $16.01
per share, subject to adjustment in certain events. The sale was effected in a
private placement exempt from registration pursuant to Section 4(2) of the
Securities Act.

In January 1997, Westland Properties, Inc., a subsidiary of the Company,
issued 128 shares of preferred stock at $500 per share to individual accredited
investors in a private placement exempt from registration pursuant to Section
4(2) of the Securities Act.

On January 2, 1997, the Company sold 8,151,155 shares of Common Stock to
WAT, for a purchase price of $16.01 per share. The sale was effected as a
private placement exempt from registration pursuant to Section 4(2) of the
Securities Act.

II-1
<PAGE>
In the first half of 1996, the Company issued 179,608 shares Common Stock
(after giving effect to the 8980.3893-for-one stock split effected in June 1996)
to its existing shareholders in conjunction with a recontribution of $2,635,900
the December 1995 and March 1996 distributions. In 1995, the Company issued
206,549 shares of Common Stock (after giving effect to the 8980.3893-for-one
stock split effected in June 1996) to its existing stockholders in conjunction
with a recontribution of $3,169,600 of the July 1995 and October 1995
distributions. The sales were effected in private placements exempt from
registration pursuant to Section 4(2) of the Securities Act. In 1995, the
Company issued 105 shares of preferred stock at a purchase price of $500 per
share to individual accredited investors in a private placement exempt from
registration pursuant to Section 4(2) of the Securities Act.

ITEM 33. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company has obtained, and pays the cost of, directors' and officers'
liability insurance coverage in the amount of $5.0 million (subject to a
retention of "deductible" of $250,000). Directors' and officers' insurance
insures (i) the directors and officers of the Company from any claim arising out
of an alleged wrongful act by the directors and officers of the Company in their
respective capacities as directors and officers of the Company, and (ii) the
Company to the extent that the Company has indemnified the directors and
officers for such loss. The Registrant's Articles of Incorporation provide for
indemnification to the full extent permitted by Missouri law.

ITEM 34. TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED.

Not applicable.

ITEM 35. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Certain Unaudited Consolidated Pro Forma Financial Data

CenterMark Properties, Inc. Unaudited Pro Forma Condensed Consolidated
Balance sheet as of December 31, 1996 (included in the Prospectus as part of
this registration).

CenterMark Properties, Inc. Unaudited Pro Forma Condensed Consolidated
Statement of Income for the year ended December 31, 1996 (included in the
Prospectus as part of this registration).

(b) Financial Statements

CenterMark Properties, Inc. and Subsidiaries Consolidated Financial
Statements as of December 31, 1996 and for the year ended December 31, 1996
(included in the Prospectus as part of this registration).

CenterMark Properties, Inc. and Subsidiaries Consolidated Financial
Statements as of December 31, 1995 and 1994 and for the year ended December
31, 1995, the period February 12, 1994 through December 31, 1994 and the
period from January 1, 1994 through February 11, 1994 (included in the
Prospectus as part of this registration).

Acquired Properties Statements of Revenues and Certain Expenses for the
years ended June 30, 1996, 1995 and 1994 (included in the Prospectus as part
of this registration).

CenterMark Properties, Inc. and Subsidiaries
Schedule III Real Estate and Accumulated Depreciation

(d) Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<C> <S>
1.1* Form of Purchase Agreement among the Company and the Representatives
3.1* Form of Third Amended and Restated Articles of Incorporation of the Company
</TABLE>

II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------------------
<C> <S>
3.2* Form of Second Amended and Restated By-Laws of the Company
4.1* Specimen of Common Stock Certificate
5.1* Opinion of Debevoise & Plimpton as to legality of the Shares
5.2* Opinion of Bryan, Cave LLP, as to certain matters of Missouri law
8.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters
10.1* Form of Garden State Plaza Loan Agreement
10.2* Form of Westfield Holdings Warrant Purchase Agreement
10.3* Subscription Agreement and Plan of Reorganization, dated as of May 13, 1996, among the WAT Trustee,
the Manager and the Company
10.4* Warrant of the Company, dated July 1, 1996.
10.5* Special Option Deed, dated May 14, 1996, among WAM, the WAT Trustee and the Company
10.6* Deed of Variation, dated June 24, 1996, among WAM, the WAT Trustee and the Company
10.7* Form of Advisory Agreement, dated July 1, 1996, between the Company and Advisor, as amended
10.8* Form of Master Development Framework Agreement, dated July 1, 1996, between the Company and the
Developer, as amended
10.9* Form of Property Management Letter Agreement, dated July 1, 1996, between the Company and CMC, as
amended
10.10* Form of Management Agreement, dated July 1, 1996, between CenterMark Management Company ("CMC") and
each of the wholly-owned Centers, as amended
10.11* Form of Amended and Restated Assignments of Management Agreements, dated July 1, 1996, between the
Company and CMC, as amended
10.12* Form of Subcontract of Management Rights, dated July 1, 1996, between the Company and CMC, as amended
10.13* Form of Garden State Plaza Option Agreement, dated July 1, 1996, between the Company and Westfield
Capital Corporation Finance Pty Limited, as amended
10.14* License Agreement, dated July 1, 1996, between the Company and Westfield Corporation, Inc.
10.15* Stock Purchase Agreement, dated as of May 13, 1996, among Westland Park Avenue Corporation, Westland
Holding Company, Inc. and the Company
10.16* Registration Rights Agreement between the Company and Westfield Holdings Limited
10.17* Form of Agreement among the Company, Westfield Holdings, the WAT Trustee and WAM
21.1* List of Subsidiaries of the Company
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of BDO Seidman LLP
23.4* Consent of Debevoise & Plimpton (included in Exhibit 5.2)
23.5* Consent of Bryan Cave LLP (included in Exhibit 5.1)
23.6* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1)
24.1 Powers of Attorney
</TABLE>

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

* To be filed by amendment

ITEM 36. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

The Registrant undertakes to send to each shareholder at least on an annual
basis a detailed statement of any transactions with the Advisor or its
affiliates, and of fees, commissions, compensation and other benefits paid or
accrued to the Advisor or its affiliates for the fiscal year completed, showing
the amount paid or accrued to each recipient and the services performed.

II-3
<PAGE>
The Registrant undertakes to file during the offering period a sticker
supplement pursuant to Rule 424(c) under the Act describing each property not
identified in the Prospectus at such time as there arises a reasonable
probability of Investment in such property by the Registrant and to consolidate
all such stickers into a post-effective amendment filed at least once every
three months with the information contained in such amendment provided
simultaneously to the existing shareholders. Each sticker supplement will also
disclose all compensation and fees received by the Advisor or its affiliates in
connection with any such investment. The post-effective amendment shall include
audited financial statements meeting the requirements of Rule 3-14 of Regulation
S-X only for properties acquired during the distribution period.

The Registrant undertakes to file, after the end of the offering period, a
current report on Form 8-K containing the financial statements and any
additional information required by Rule 3-14 of Regulation S-X, to reflect each
commitment not previously disclosed in the Prospectus or a supplement thereto
involving the use of 10% or more (on a cumulative basis) of the net proceeds of
the Offering and to provide the information contained in such report to the
shareholders at least once each quarter after the end of the Offering period.
The Registrant undertakes to file the financial statements required by Form 10-K
for the first full fiscal year of operations and will provide the financial
information contained therein to the Shareholders. The Registrant undertakes to
file a final report on Form SR pursuant to Rule 463 of the Act.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described under Item 33
above, or otherwise (other than pursuant to insurance), the registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than pursuant to insurance or the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit, or
proceedings), is asserted by such director, officer, or controlling person in
connection with the securities registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
Submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The Registrant hereby undertakes to provide to the Underwriters, at the
closing specified in the Purchase Agreement, certificates in such denominations
and registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 4th day of
March, 1997.

CENTERMARK PROPERTIES, INC.

By: /s/ RICHARD E. GREEN
--------------------------------------------------------------------

Richard E. Green
Co-President

By: /s/ PETER S. LOWY
--------------------------------------------------------------------

Peter S. Lowy
Co-President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on March 4th,
1997 in the capacities indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------------

<C> <S>
/s/ FRANK P. LOWY*
- -------------------------------------------- Chairman of the Board
Frank P. Lowy

/s/ ROY L. FURMAN*
- -------------------------------------------- Director
Roy L. Furman

/s/ RICHARD E. GREEN
- -------------------------------------------- Director and Co-President
Richard E. Green (Principal Executive Officer)

/s/ FREDERICK H. HILMER*
- -------------------------------------------- Director
Frederick H. Hilmer

/s/ DAVID H. LOWY*
- -------------------------------------------- Director
David H. Lowy

/s/ PETER S. LOWY
- -------------------------------------------- Director and Co-President
Peter S. Lowy (Principal Executive Officer)

/s/ MARK A. STEFANEK Chief Financial
- -------------------------------------------- Officer and Treasurer
Mark A. Stefanek (Principal Financial and Accounting Officer)

*By: /s/ RICHARD E. GREEN
---------------------------------------
Richard E. Green
ATTORNEY-IN-FACT
</TABLE>

II-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ---------------------------------------------------------------------------------------------- -----
<C> <S> <C>
1.1* Form of Purchase Agreement among the Company and the Representatives
3.1* Form of Third Amended and Restated Articles of Incorporation of the Company
3.2* Form of Second Amended and Restated By-Laws of the Company
4.1* Specimen of Common Stock Certificate
5.1* Opinion of Debevoise & Plimpton as to legality of the Shares
5.2* Opinion of Bryan, Cave LLP, as to certain matters of Missouri law
8.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters
10.1* Form of Garden State Plaza Loan Agreement
10.2* Form of Westfield Holdings Warrant Purchase Agreement
10.3* Subscription Agreement and Plan of Reorganization, dated as of May 13, 1996, among the WAT
Trustee, the Manager and the Company
10.4* Warrant of the Company, dated July 1, 1996.
10.5* Special Option Deed, dated May 14, 1996, among WAM, the WAT Trustee and the Company
10.6* Deed of Variation, dated June 24, 1996, among WAM, the WAT Trustee and the Company
10.7* Form of Advisory Agreement, dated July 1, 1996, between the Company and Advisor, as amended
10.8* Form of Master Development Framework Agreement, dated July 1, 1996, between the Company and
the Developer, as amended
10.9* Form of Property Management Letter Agreement, dated July 1, 1996, between the Company and CMC,
as amended
10.10* Form of Management Agreement, dated July 1, 1996, between CenterMark Management Company
("CMC") and each of the wholly-owned Centers, as amended
10.11* Form of Amended and Restated Assignments of Management Agreements, dated July 1, 1996, between
the Company and CMC, as amended
10.12* Form of Subcontract of Management Rights, dated July 1, 1996, between the Company and CMC, as
amended
10.13* Form of Garden State Plaza Option Agreement, dated July 1, 1996, between the Company and
Westfield Capital Corporation Finance Pty Limited, as amended
10.14* License Agreement, dated July 1, 1996, between the Company and Westfield Corporation, Inc.
10.15* Stock Purchase Agreement, dated as of May 13, 1996, among Westland Park Avenue Corporation,
Westland Holding Company, Inc. and the Company
10.16* Registration Rights Agreement between the Company and Westfield Holdings Limited
10.17* Form of Agreement among the Company, Westfield Holdings, the WAT Trustee and WAM
21.1* List of Subsidiaries of the Company
23.1 Consent of Ernst & Young LLP..................................................................
23.2 Consent of Coopers & Lybrand LLP..............................................................
23.3 Consent of BDO Seidman LLP....................................................................
23.4* Consent of Debevoise & Plimpton (included in Exhibit 5.2)
23.5* Consent of Bryan Cave LLP (included in Exhibit 5.1)
23.6* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1)
24.1 Powers of Attorney............................................................................
</TABLE>

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

* To be filed by amendment

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 28, 1997, in the Registration Statement
(Form S-11 No. 333. ) and related Prospectus of CenterMark Properties, Inc.
for the registration of shares of its common stock.

Ernst & Young LLP
Los Angeles, California
March 4, 1997

<PAGE>
EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the inclusion in this Registration Statement on Form S-11
(File No. ) of our report dated February 13, 1996, except for information
as to earnings per share, dividends per share and average shares outstanding,
for which the date is March 3, 1997, on our audits of CenterMark Properties,
Inc. as of December 31, 1995 and for the year ended December 31, 1995 and the
periods from February 12, 1994 through December 31, 1994 and from January 1,
1994 through February 11, 1994, which financial statements are included in this
Registration Statement. We also consent to the reference to our firm under the
caption "Experts."

Coopers & Lybrand LLP
Los Angeles, California
March 4, 1997

<PAGE>
EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 7, 1997, in the Registration Statement
(Form S-11 No. 333. ) and related Prospectus of CenterMark Properties, Inc.
for the registration of shares of its common stock.

BDO Seidman LLP
Los Angeles, California
March 4, 1997

<PAGE>

POWER OF ATTORNEY

The undersigned, a director and officer of CenterMark Properties, Inc., a
Missouri corporation (the "Company"), does hereby constitute and appoint Peter
S. Lowy, Mark A. Stefanek and Richard E. Green, and each of them, as his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities, to execute and deliver in his name and on his behalf:

(a) one or more Registration Statements of the Company on Form S-11
or any other appropriate form proposed to be filed by the Company with the
Securities and Exchange Commission (the "SEC"), (including, without
limitation, Registration Statements filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, or any successor thereto (the
"Securities Act")), for the purpose of registering under the Securities
Act, up to 35 million shares of the Company's common stock, par value $.01
per share (the "Shares") or such additional number of Shares as shall be
approved by resolutions of the Board of Directors of the Company; and

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration Statements;

and any and all other documents and instruments in connection with the issuance
of the Shares which such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Company to comply with (a) the Securities
Act, the Securities Exchange Act of 1934, as amended, and the other federal
securities laws of the United States of America and the rules, regulations and
requirements of the SEC in respect of any thereof, (b) the securities or Blue
Sky laws of any state or other governmental subdivision of the United States of
America and (c) the securities or similar applicable laws of Canada, Australia
and any other foreign jurisdiction; and the undersigned does hereby ratify and
confirm as his own acts and deeds all that such attorneys-in-fact and agents,
and each of them, shall do or cause to be done by virtue hereof. Each one of
such attorneys-in-fact and agents shall have, and may exercise, all of the
powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of
attorney this 3rd day of March, 1997.

/s/ Frank P. Lowy
-----------------
Frank P. Lowy
Witness:

/s/ Diane Pocock
- ----------------
Diane Pocock
<PAGE>

POWER OF ATTORNEY

The undersigned, a director of CenterMark Properties, Inc., a Missouri
corporation (the "Company"), does hereby constitute and appoint Peter S. Lowy,
Mark A. Stefanek and Richard E. Green, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities, to execute and deliver in his name and on his behalf:

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration Statements;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of
attorney this 3rd day of March, 1997.

/s/ Roy L. Furman
-----------------
Roy L. Furman

Witness:

/s/ Karen Ollivieree
- -------------------------
Karen Ollivieree

<PAGE>

POWER OF ATTORNEY

The undersigned, a director and officer of CenterMark Properties, Inc., a
Missouri corporation (the "Company"), does hereby constitute and appoint Peter
S. Lowy and Mark A. Stefanek, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities, to execute and deliver in his name and on his behalf:

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration Statements;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of
attorney this 4th day of March, 1997.

/s/ Richard E. Green
--------------------
Richard E. Green

Witness:

/s/ Barry Mills
- ---------------
Barry Mills

<PAGE>

POWER OF ATTORNEY

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration Statements;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of
attorney this 3rd day of March, 1997.

/s/ Frederick G. Hilmer
-----------------------
Frederick G. Hilmer

Witness:

/s/ Michael Lyons
- -----------------
Michael Lyons

<PAGE>

POWER OF ATTORNEY

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration Statements;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of
attorney this 4 day of March, 1997.

/s/ David H. Lowy
-----------------
David H. Lowy

Witness:

/s/ Michael Lyons
- -------------------------
Michael Lyons

<PAGE>

POWER OF ATTORNEY

The undersigned, a director and officer of CenterMark Properties, Inc., a
Missouri corporation (the "Company"), does hereby constitute and appoint Mark
A. Stefanek and Richard E. Green, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities, to execute and deliver in his name and on his behalf:

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration Statements;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of
attorney this 4 day of March, 1997.

/s/ Peter S. Lowy
-----------------
Peter S. Lowy

Witness:

/s/ Barry Mills
- -------------------------
Barry Mills

<PAGE>

POWER OF ATTORNEY

The undersigned, an officer of CenterMark Properties, Inc., a Missouri
corporation (the "Company"), does hereby constitute and appoint Peter S. Lowy
and Richard E. Green, and each of them, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead in any and all capacities, to execute and deliver in
his name and on his behalf:

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments) to such Registration Statements;

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of
attorney this 4 day of March, 1997.

/s/ Mark A. Stefanek
--------------------
Mark A. Stefanek

Witness:

/s/ Lisa Bialkin
- -------------------------
Lisa Bialkin