<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
WESTFIELD AMERICA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
March 27, 1998
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend our
Annual Meeting of Shareholders to be held at 2:00 p.m. on Thursday April 30,
1998, at the Century Plaza Hotel (the Tower entrance), 2055 Avenue of the Stars,
Los Angeles, California.
We have enclosed with this letter a notice of meeting, proxy statement,
proxy card and return envelope. We have also enclosed your 1997 Annual Report.
Your vote is important. Whether or not you plan to attend, please date and
sign the enclosed proxy card and return it to the Company in the envelope
provided. If you plan to attend the meeting, you may vote in person.
I look forward to your participation.
Sincerely,
[SIG]
Frank P. Lowy
CHAIRMAN OF THE BOARD
<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of
WESTFIELD AMERICA, INC.
The Annual Meeting of Shareholders of WESTFIELD AMERICA, INC. will be held
on Thursday, April 30, 1998, at the Century Plaza Hotel (the Tower entrance),
2055 Avenue of the Stars, Los Angeles, California, at 2:00 p.m., to consider and
take action on the following:
1. To elect three directors;
2. To ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the 1998 fiscal year; and
3. To transact any other business that may properly be brought
before the Annual Meeting.
Only holders of record of the Company's Common Shares at the close of
business on March 16, 1998, will be entitled to vote at the Annual Meeting or
any adjournment of the Annual Meeting.
Whether or not you plan to attend the meeting, please date, sign and
complete the enclosed proxy and return it promptly in the envelope provided.
By Order of the Board of Directors
[SIG]
IRV HEPNER
SECRETARY
Dated: March 27, 1998
<PAGE>
WESTFIELD AMERICA, INC.
11601 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90025
------------------------
PROXY STATEMENT
---------------------
GENERAL INFORMATION
ANNUAL MEETING
The Annual Meeting will be on April 30, 1998 at 2:00 p.m. at the Century
Plaza Hotel (the Tower entrance), 2055 Avenue of the Stars, Los Angeles,
California.
RECORD DATE
The record date is March 16, 1998. If you were a shareholder at that time,
you may vote at the Annual Meeting. Only holders of Common Stock are entitled to
vote and each share is entitled to one vote. On March 16, 1998 we had 73,329,535
shares of our Common Stock outstanding.
FIRST MAILING DATE
This Proxy Statement, the Notice of Annual Meeting and the accompanying
proxy card are being mailed to shareholders on or about March 27, 1998.
PROXY SOLICITATION
This proxy is being solicited by the Board of Directors. The Company pays
for the cost of soliciting the proxies. In addition to soliciting proxies by
mail, directors and officers of the Company may solicit proxies by telephone or
otherwise. The Company reimburses brokerage firms and others for their expenses
in sending proxies and proxy materials to shareholders.
QUORUM REQUIREMENT
A quorum of shareholders is necessary to have a valid meeting. The presence,
in person or by proxy, of a majority of the shares entitled to vote at the
Annual Meeting will constitute a quorum for the Annual Meeting. Abstentions and
broker non-votes are counted as present for establishing a quorum. A broker
non-vote occurs when a broker votes on some matter on the proxy card but not on
others because the broker does not have the authority to do so.
INFORMATION ABOUT VOTING
Shareholders can vote on matters presented at the Annual Meeting either by
returning a completed proxy to the Company or by voting in person at the Annual
Meeting. All proxies will be voted in accordance with the instructions
specified. If you return your proxy, but do not indicate how you wish to vote
regarding a proposal, the persons named as proxies on the accompanying proxy
card will vote FOR the election of the three directors and FOR the appointment
of Ernst & Young LLP as the Company's independent auditors for the 1998 fiscal
year. Management does not know of any other matters to be presented for action
at the Annual Meeting. However, if any other matter properly comes before this
Annual Meeting, the proxies will vote on such matter in their discretion.
<PAGE>
REVOKING YOUR PROXY
You can revoke your proxy before it is voted at the meeting by sending a
signed revocation letter or a new proxy, dated later than the first proxy, to
Irv Hepner, our Secretary. You can also revoke your proxy at the Annual Meeting,
if you attend the Annual Meeting and ask that it be revoked.
INFORMATION ABOUT THE COMPANY
The principal executive offices of the Company are located at 11601 Wilshire
Boulevard, Los Angeles, California 90025 (telephone -- (310) 478-4456).
ELECTION OF DIRECTORS
(PROPOSAL 1)
BOARD STRUCTURE
The Corporation currently has ten directors. The ten directors are divided
into three classes.
THE ELECTION
Three directors whose regular terms of office expire at the 1998 Annual
Meeting have been nominated for reelection to the board to hold office until
2001. Information about these directors is given below. If elected, each
director would serve a term of three years and until his successor is elected
and qualified. Other directors are not up for election this year and will
continue in office for the remainder of their terms.
You may specify on your proxy card whether your shares should be voted for
all, some, or none of the nominees for director. A director must receive a
plurality of the votes cast at the Annual Meeting to be elected. Abstentions and
broker non-votes have no effect on the election of directors. If you sign, date
and return your proxy, but do not specify a choice, the persons named on your
proxy card will vote FOR the nominees listed below.
The Board of Directors has no reason to believe that any of the listed
nominees will not serve if elected. If, however, any nominee cannot or will not
serve as a director, the persons named on your proxy card may vote for a
substitute nominee designated by the Board of Directors unless you withhold
authority for them to vote for a substitute.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
EACH OF THE NOMINEES LISTED BELOW.
NOMINEES FOR ELECTION AS DIRECTORS TO
HOLD OFFICE UNTIL THE 2001 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- --------------------------------- --- -----------------------------------------------------------------
<S> <C> <C>
Roy L. Furman 58 Roy L. Furman was appointed director of the Company in 1996. Mr.
Furman is Vice Chairman of Furman Selz, 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. Mr. Furman currently serves as a Vice Chairman of
Lincoln Center for the Performing Arts, Chairman of The Film
Society of Lincoln Center, and Vice President of the New York
City Opera. Mr. Furman is a graduate of Brooklyn College and
Harvard Law School.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- --------------------------------- --- -----------------------------------------------------------------
<S> <C> <C>
Frederick G. Hilmer, AO 53 Frederick G. Hilmer was appointed director of the Company in
1996. Professor Hilmer 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.
He is Deputy Chairman and director of Westfield Holdings Limited,
Deputy Chairman and director of Fosters Brewing Group, Chairman
and director of Pacific Power and Chairman of the Advisory Board
of Fujitsu Australia Ltd. Mr. Hilmer is also a director of
Coca-Cola Amatil Limited, Port Jackson Partners Limited and M.A.
Services Pty Ltd.
Peter S. Lowy 39 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 Limited's
U.S. operations since 1990 after nearly a decade with Westfield
Holdings and its affiliates in Sydney. He was appointed a
director of Westfield Holdings Limited in 1987 and a managing
director in 1997. 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 New South Wales. Peter
S. Lowy is a son of Frank P. Lowy, Chairman of the Company, and a
brother of David H. Lowy, a director of the Company.
</TABLE>
The names of the remaining directors of the Company, whose terms of office
will continue after the 1998 Annual Meeting and certain information about them,
are set forth below.
DIRECTORS WHOSE TERMS OF OFFICE
WILL EXPIRE AT THE 2000 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- --------------------------------- --- -----------------------------------------------------------------
<S> <C> <C>
Frank P. Lowy, AO 67 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, 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.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- --------------------------------- --- -----------------------------------------------------------------
<S> <C> <C>
Francis T. Vincent, Jr. 59 Francis T. Vincent, Jr. was appointed a director of the Company
in May 1997. Mr. Vincent served as the eighth Commissioner of
Major League Baseball from September 13, 1989 to September 7,
1992. Prior to 1989, Mr. Vincent was President and Chief
Executive Officer of Columbia Pictures Industries, Inc., Chairman
and Chief Executive Officer of Coca Cola Company Entertainment
Business Sector and Executive Vice President of the Coca-Cola
Company. Mr. Vincent also served as Associate Director of the
Division of Corporation Finance of the U.S. Securities and
Exchange Commission. Mr. Vincent received his law degree from
Yale Law School in 1963 and is a member of the Bar in New York,
Connecticut and the District of Columbia. Mr. Vincent is a member
of the boards of directors of Time Warner, Inc., General Cigar
Holdings and Oakwood Homes Corporation.
Larry A. Silverstein 66 Larry A. Silverstein was appointed a director of the Company in
May 1997. Mr. Silverstein is President of Silverstein Properties,
Inc., a Manhattan-based real estate investment and development
firm which owns interests in and operates over 10 million square
feet of office space. Mr. Silverstein is a member of the New York
Bar, and Governor of the Real Estate Board of New York, having
served as its Chairman. He is a trustee of New York University
and is the founder and Chairman Emeritus of the New York
University Real Estate Institute. He is Chairman of the Realty
Foundation, Vice Chairman of the South Street Seaport Museum, and
board member of the Museum of Jewish Heritage.
</TABLE>
DIRECTORS WHOSE TERMS OF OFFICE
WILL EXPIRE AT THE 1999 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- --------------------------------- --- -----------------------------------------------------------------
<S> <C> <C>
David H. Lowy 43 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 New South Wales. He is a member of the Business Council of
Australia, a member of the Royal Alexandra Children's Hospital
Fund Executive Committee and a Founding Governor and director of
Air Services Australia Limited and the Australian Naval Aviation
Museum. David H. Lowy is a son of Frank P. Lowy and a brother of
Peter S. Lowy.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- --------------------------------- --- -----------------------------------------------------------------
<S> <C> <C>
George Weissman 78 George Weissman was appointed a director of the Company in May
1997. Mr. Weissman served as Chairman and Chief Executive Officer
of Philip Morris Companies Inc. from November 1978 until his
retirement in July 1984. From March 1984 to 1994, he was a member
of the board of directors of Paramount Communications, Inc. From
1973 to 1994, he was on the board of directors of Avnet, Inc. He
also served on the board of directors of Chemical Bank from 1978
to 1990. Mr. Weissman was formerly a member of the Council of the
Brookings Institute, the Board of Trustees of the Committee for
Economic Development (CED), and The Business Roundtable. From
1980 to 1987, Mr. Weissman was a director of the New York Chamber
of Commerce and Industry, and a member of the Policy Committee of
the New York City Partnership. From 1986 to 1994, Mr. Weissman
served as Chairman of the board of directors of Lincoln Center
for the Performing Arts, Inc. From 1979 to 1990, he served as a
trustee of the Whitney Museum of American Art.
Herman Huizinga 64 Herman Huizinga was appointed a director of the Company in May
1997. Mr. Huizinga, until recently, was a member of the Executive
Board of ING Group, the major international banking and insurance
group, headquartered in the Netherlands. He is a former executive
director of Mercantile Mutual (Group) of Australia (a subsidiary
of ING). He serves on the boards of Eye Hospital Rotterdam
(chairman 1987-1997), "Mandeville" (Erasmus University Award
Committee, chairman 1996-1997), Club Rotterdam (chairman
1995-1996), and Industrial Tunnel Methodology in Rotterdam.
Bernard Marcus 68 Bernard Marcus was appointed a director of the Company in Septem-
ber 1997. He has been Chairman of the board of directors of Home
Depot, Inc. for over 10 years. He is also a member of the board
of directors of National Services Industries, Inc., the New York
Stock Exchange and DBT Online.
</TABLE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors met five times and took action by unanimous written
consent seven times in 1997. All directors attended 75% or more of the meetings
of the Board of Directors and each committee on which they served.
THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors 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. The current members of the Audit Committee are
Messrs. Herman Huizinga, Francis T. Vincent, Jr. and George Weissman. The Audit
Committee met once in 1997.
THE NOMINATING COMMITTEE
The Nominating Committee makes recommendations to the Board for the election
of directors of the Company. The current members of the Nominating Committee are
Messrs. Frank P. Lowy, Roy L. Furman and Larry A. Silverstein. The Nominating
Committee took action by unanimous written consent once in
5
<PAGE>
1997. The Nominating Committee will consider nominees recommended by
shareholders. Recommendations should be submitted to the Secretary of the
Company.
THE EXECUTIVE COMMITTEE
The Executive Committee has all powers to act on behalf of the Board on all
matters that may properly be considered by the Board except for such matters as
are required to be approved by the independent directors or except as prohibited
by the Company's By-Laws. The current members of the Executive Committee are
Messrs. Peter S. Lowy, David H. Lowy and Francis T. Vincent, Jr. The Executive
Committee met twice and took action by unanimous written consent twice in 1997.
NO COMPENSATION COMMITTEE
Subsidiaries of Westfield Holdings Limited (the "Manager") provide
management, advisory and development services to the Company. The Company has no
employees. The Board of Directors, therefore, does not have a compensation
committee or other committee performing a similar function.
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company or employees of the Manager
receive from the Company an annual fee of $40,000, payable one-half in cash and
one-half in Common Stock and reimbursement of expenses incurred in attending
meetings and as a result of other work performed for the Company.
EXECUTIVE OFFICERS
Set forth below is the name and business experience of each of the executive
officers of the Company as of March 16, 1998, to the extent not provided above.
<TABLE>
<CAPTION>
NAME AGE POSITION AND BACKGROUND
- --------------------------------- --- -----------------------------------------------------------------
<S> <C> <C>
Richard E. Green 55 Richard E. Green was appointed an associate director of the
Company in May 1997 and has been a President of the Company since
1994. From 1980 to 1988 and from 1993 to the present he has held
the position of President of Westfield Holdings Limited's U.S.
operations. In the period from 1980 to 1993, he served as
President of Westland Properties, Inc. which the Company acquired
in July 1996. From 1968 to 1980 he was employed by the Company
which was then owned by the May Company, and obtained the title
of Executive Vice President. He is a Past Trustee of the
International Council of Shopping Centers. Mr. Green holds a
Bachelor of Accounting and Finance from San Jose State
University.
Roger D. Burghdorf 50 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, Mr. Burghdorf was,
for five years, the director of leasing at the Company. He is
responsible for all leasing and management services for the
Company's centers throughout the United States.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
NAME AGE POSITION AND BACKGROUND
- --------------------------------- --- -----------------------------------------------------------------
<S> <C> <C>
Randall J. Smith 48 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., the Company's predecessor, 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 International Council of Shopping Center's Research
Advisory Task Force.
Mark A. Stefanek 43 Mark Stefanek was appointed Treasurer of the Company in 1994 and
became Chief Financial Officer in 1997. 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 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.
From 1991 to 1994 he served as Vice President, Finance and
Administration for Disney Development Company.
Dimitri Vazelakis 45 Dimitri Vazelakis has been an Executive Vice President of the
Company since 1994. He holds a Bachelor of Science in Civil
Engineering and a Masters in Business Administration and Finance
from New South Wales Institute of Technology. Mr. 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, attaining the position of Deputy General Manager of
Design and Construction.
Irv Hepner 47 Irv Hepner was appointed Secretary of the Company in 1997 and
designated an executive officer of the Company in 1998. He holds
a Bachelor of Arts degree in architecture from Yale College and a
Juris Doctor from Benjamin N. Cardozo School of Law. From 1994
until his appointment as Secretary of the Company, Mr. Hepner was
a partner in the firm of Loeb & Loeb LLP in New York City. Prior
to that, from 1984 to 1994, he was first an associate and then a
partner with the firm of Mayer, Brown & Platt in New York City,
and was previously associated with Willkie Farr & Gallagher from
1982 to 1984 and Debevoise & Plimpton from 1979 to 1982.
</TABLE>
EXECUTIVE COMPENSATION
The Company has no employees and none of the executive officers named above
receives any compensation for services rendered to the Company. The Company does
not have any retirement, incentive, bonus, stock based or other employee benefit
plans. All of the Company's executive officers are compensated by the Manager or
its subsidiaries.
7
<PAGE>
PERFORMANCE COMPARISON
STOCK PRICE PERFORMANCE GRAPH
The following graph shows the monthly percentage change in cumulative total
shareholder return on the Company's Common Stock from May 16, 1997, the date on
which the Common Stock began trading on the New York Stock Exchange, through
December 31, 1997. The graph also shows the cumulative total return of the
Standard & Poor's 500 Composite Index and the NAREIT Equity Retail Return Index
during that period. The graph assumes $100 was invested on May 16, 1997 in each
of the Company's Common Stock and the Standard & Poor's 500 Composite Index and
on May 30, 1997 in the NAREIT Equity Retail Return Index (that Index not being
available for May 16, 1997) and assumes the reinvestment of all dividends. The
Company has selected the NAREIT Equity Retail Return Index because it believes
that it offers shareholders the best basis for assessing total shareholder
return on the Common Stock and comparing it to the results of comparable retail
real estate investment trusts. The comparisons in this table are required by the
Securities and Exchange Commission and are not intended to forecast or be
indicative of possible future performance of the Company's Common Stock.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
WESTFIELD AMERICA NAREIT EQUITY RETAIL INDEX S&P 500
<S> <C> <C> <C>
16-May-97 $100.00 $100.00
30-May-97 101.67 103.55 100.84
30-Jun-97 112.50 107.91 105.36
31-Jul-97 113.99 109.73 113.74
29-Aug-97 112.73 109.08 107.37
30-Sep-97 114.19 114.33 113.25
31-Oct-97 116.76 112.99 109.47
28-Nov-97 114.62 114.85 114.53
31-Dec-97 119.13 117.63 116.50
</TABLE>
8
<PAGE>
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table lists the common share ownership as of March 19, 1998
for our directors, executive officers and holders of more than 5% of the
Company's outstanding common shares. "Beneficial Ownership" includes shares a
director or officer has the power to vote or transfer and stock options and
warrants that are exercisable currently or within 60 days.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF ALL
OF COMMON STOCK SHARES OF COMMON
BENEFICIALLY STOCK BENEFICIALLY
NAME AND ADDRESS OWNED OWNED
- ----------------------------------------------------------------- ----------------- -------------------
<S> <C> <C>
Perpetual Trustee 49,453,758(1)
Company Limited,
as Trustee for Westfield America Trust......................... 60.6%(1)
The National Manager
Property Trusts
Perpetual Trustees of Australia Limited
Level 7
1 Castlereagh Street
Sydney, Australia
Westfield Holdings Limited; Westfield American Pty Limited;
Westfield America Management Limited
c/o Westfield Holdings Limited
Level 24 Westfield Towers
100 William Street
Sydney, NSW 2011
Australia
and
Westfield Corporation, Inc.,..................................... 62,811,430(2 (3) 76.9%(2)(3)
11601 Wilshire Boulevard,
Los Angeles, California, 90025;
Cordera Holding Pty. Limited; Frank P. Lowy; David H. Lowy,
Steven M. Lowy
c/o Westfield Holdings Limited
Level 24 Westfield Towers
100 William Street
Sydney, NSW 2011
Australia
and
Peter S. Lowy.................................................... 63,411,430(3) 77.6%(3)
c/o Westfield America, Inc.
11601 Wilshire Boulevard
Los Angeles, CA 90025
Roy L. Furman.................................................... 30,000 *
Frederick G. Hilmer.............................................. 16,000 *
Bernard Marcus................................................... 10,000 *
Larry A. Silverstein............................................. 12,000(4) *
Francis T. Vincent, Jr........................................... 10,000 *
George Weissman.................................................. 10,000 *
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF ALL
OF COMMON STOCK SHARES OF COMMON
BENEFICIALLY STOCK BENEFICIALLY
NAME AND ADDRESS OWNED OWNED
- ----------------------------------------------------------------- ----------------- -------------------
<S> <C> <C>
Richard E. Green................................................. 150,000 *
Herman Huizinga.................................................. 2,240 *
Randall J. Smith................................................. 3,000 *
Mark A. Stefanek................................................. 20,000 *
Roger D. Burghdorf............................................... -- *
Dimitri Vazelakis................................................ 2,500 *
Irv Hepner....................................................... 1,000 *
All directors and executive officers as a group (15 persons)..... 63,678,170(3) 77.9%(3)
</TABLE>
- ------------------------
* Less than 1%.
(1) A report on Schedule 13D, dated May 30, 1997, disclosed that this figure
includes 8,335,648 shares issuable upon exercise of outstanding warrants to
purchase Common Stock. All of the shares and warrants are held by Perpetual
Trust Company Limited as Trustee of Westfield America Trust, an Australian
public property trust. Except with respect to the election of directors, the
Trustee has the power to vote 17,734,214.5 (21,902,038.5 assuming exercise
of the outstanding warrants) of such shares in its absolute discretion.
Westfield America Management Limited, a subsidiary of the Manager and
manager of Westfield America Trust, directs the vote of the remaining shares
held by the Trustee. The Trustee may only vote its shares of Common Stock
for the election of directors as approved by the holders of units of
Westfield America Trust. The 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.
(2) 13,357,672 of the shares of Common Stock are held by wholly-owned
subsidiaries of Westfield Holdings. The balance represents shares of Common
Stock held in the name of the Trustee of Westfield America Trust. Solely for
purposes of U.S. securities laws, the Manager may be deemed to have
beneficial ownership of the shares owned by the Trustee because a subsidiary
of the Manager manages Westfield America Trust. The manager of Westfield
America Trust has the power to direct the vote of 23,383,214.5 (27,551,719.5
assuming exercise of the outstanding warrants held by Westfield America
Trust), other than for the election of directors. The manager of Westfield
America Trust has no pecuniary interest in such shares although the Manager
has a pecuniary interest in 26.2% of the shares held by Westfield America
Trust because it owns units of Westfield America Trust. The manager of
Westfield America Trust and the Trustee of Westfield America Trust share the
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.
(3) Cordera Holding Pty. Limited and Messrs. Frank, David, Steven and Peter Lowy
may be deemed to beneficially own approximately 44% of the outstanding
ordinary shares of the Manager and, as such, Messrs. Frank, David, Steven
and Peter Lowy may be deemed solely for purposes of U.S. securities laws to
beneficially own the 62,811,430 shares of Common Stock indicated as owned
and deemed beneficially owned by the Manager as set forth in footnote (2)
above. Messrs. Frank, David, Steven and Peter Lowy disclaim beneficial
ownership of such securities. 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 "Directors."
10
<PAGE>
(4) Shares are owned by Mr. Silverstein's wife. Mr. Silverstein disclaims
beneficial ownership of such shares.
Except as set forth above, no director or executive officer of the Company
beneficially owns shares of Common Stock.
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CERTAIN TRANSACTIONS
TRANSACTIONS WITH WESTFIELD HOLDINGS
ADVISORY, MANAGEMENT AND DEVELOPMENT SERVICES TO THE COMPANY
The Company has no employees and relies on Westfield Holdings (the
"Manager") for the management of the Company and its properties. These services
are provided under a series of agreements between the Company and subsidiaries
of the Manager.
The Board of Directors monitors the performance under the advisory,
management and development agreements with the Manager. These financial
arrangements and any other transactions in which the Manager has a material
interest must be approved by the Independent Directors and, in certain
instances, the Trustee of Westfield America Trust. Independent Directors are
those members of the Board of Directors who (I) are not, and have not for the
last 12 months been, directors, officers or employees of the Manager or
Westfield America Trust, (II) are not affiliates of the Manager or Westfield
America Trust or officers or employees of such affiliates, (III) are not members
of the immediate family of any natural person described in clause (i) or (ii)
above and (IV) are free from any relationship that would interfere with the
exercise of independent judgment as a director. The Independent Directors may
seek the advice of independent experts in carrying out their duties. The
agreements were negotiated by the Company and the Manager. The Company believes
that, although these agreements were negotiated between associated parties, they
reflect market terms.
THE ADVISOR AND THE ADVISORY AGREEMENT
SERVICES PROVIDED
Westfield U.S. Advisory, L.P. (the "Advisor"), a Delaware limited
partnership wholly owned by Westfield Corporation, Inc., a subsidiary of the
Manager, provides a variety of asset management and investment services for the
Company.
THE ADVISORY FEE
Under an advisory agreement, dated as of July 1, 1996, as amended in May
1997 at the time of the Company's initial public offering, the Advisor receives
an annual fee equal to the lesser of 25% of Funds from Operation in excess of
the Advisory F.F.O. Amount and 0.55% of the "Net Equity Value" of the Company's
assets.
As of today, the "Advisory F.F.O. Amount" is $114.7 million. The "Advisory
F.F.O. Amount" will be increased whenever the Company issues additional Common
Stock (the "New Issuance"), by adding the "F.F.O. Adjustment Factor" to the then
applicable Advisory F.F.O. Amount. The "F.F.O. Adjustment Factor" is 103% (or
100% in the case of Common Stock issued under any dividend reinvestment plan)
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 Generally Accepted Accounting Principles) 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 during the applicable four full calendar quarter
period.
The advisory fee is payable quarterly on the last business day of each
calendar quarter based on the annual budget for Funds from Operations for the
Company and is subject to year end adjustment based on actual Funds From
Operations for the year. "Net Equity Value" will be based on shareholders'
equity as reflected in the Company's most recent quarterly financial statements,
as adjusted to reflect the most
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recent appraised value of the Company's properties (which appraisals are
performed on a rolling three-year basis).
The advisory fee was not payable for periods through December 31, 1997.
TERM AND TERMINATION
The Advisory Agreement has an initial term of three years ending May 21,
2000 with automatic one-year renewals. After the initial three-year term, the
Advisor's performance will be reviewed annually. The Advisory Agreement may be
terminated annually if the Trustee of Westfield America Trust (so long as
Westfield America Trust owns at least 10% of the outstanding capital stock of
the Company) and at least 75% of the Independent Directors agree that the
Advisor's performance is unsatisfactory and materially detrimental to the
Company or that the compensation payable to the Advisor is not fair. The
Advisor, however, can prevent a compensation 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 or if an event of
default has occurred and is continuing under the Garden State Plaza Loan (as
described below).
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 the Manager 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.
OFFICERS
The principal executive officers of the general partner of the Advisor are
Richard E. Green and Peter S. Lowy, the Co-Presidents of the Company.
THE CENTER MANAGER AND THE MANAGEMENT AGREEMENTS
SERVICES PROVIDED
Westfield Management Company (the "Center Manager"), a Delaware partnership
wholly owned by the Manager, manages the Company's centers (other than North
County Fair).
MANAGEMENT FEES
For each of the wholly owned centers, the Center Manager receives a property
management fee from the Company equal to 5% of all minimum, fixed and percentage
rents received by the Company with respect to the wholly owned centers, a lease
preparation fee of $750 per executed lease, and a tenant plan review fee of
$1,000 per executed lease. For the properties not wholly owned by the Company,
the fees payable to the Center Manager are based on the terms of joint venture
agreements between the Company and its joint venture partners, but the Company's
share thereof is 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 incurred for the year ended December 31, 1997 to
the Center Manager under these agreements totaled $7.1 million. In addition to
the management fees, the Center Manager was reimbursed for recoverable operating
costs, including mall related payroll costs totaling $14.4 million.
TERM AND TERMINATION
Each Management Agreement has an initial three-year term, ending May 21,
2000, followed by automatic one-year renewals. After the initial three-year
term, the Center Manager's performance will be reviewed annually. The Management
Agreements may be terminated annually, if the Trustee of Westfield
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America Trust (so long as Westfield America Trust owns at least 10% of the
outstanding capital stock of the Company) and at least 75% of the Independent
Directors agree that the Center Manager's performance is unsatisfactory and
materially detrimental to the Company or that the compensation paid to the
Center Manager is not fair. The Center Manager, however, can prevent a
compensation 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 or if an event of default has
occurred and is continuing under the Garden State Plaza Loan (as described
below).
In a separate letter agreement, the Company and Center Manager also agreed
that so long as the Center Manager is managing the centers under the Management
Agreements, the Center Manager will manage all wholly owned properties acquired
by the Company in the future and that the Company will use its reasonable
efforts to have the Center Manager appointed as the manager with respect to any
future joint venture properties controlled by the Company.
The Center Manager can terminate the Management Agreements if the Center
Manager notifies the Company that management of regional shopping centers shall
cease to be one of the principal business undertakings of the Manager 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
Center Manager's ability to provide the required services during such period.
OFFICERS
The principal executive officers of the general partner of the Center
Manager are Richard E. Green and Peter S. Lowy, the Co-Presidents of the
Company.
THE DEVELOPER AND THE DEVELOPMENT AGREEMENT
SERVICES PROVIDED
Westfield Corporation, Inc. (the "Developer"), a Delaware corporation wholly
owned by the Manager, has entered into a Master Development Framework Agreement
with the Company, whereby the Company granted the Developer the exclusive right
to carry out expansion, redevelopment and related works on the Company's wholly
owned centers and agreed to attempt to have the Developer be hired to carry out
similar activities for the jointly owned centers.
DEVELOPMENT FEES
Under the Master Development Framework Agreement, dated July 1, 1996, the
Developer is reimbursed for pre-development 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 may engage an
independent representative to advise the Company with respect to the proposed
fixed price and the construction schedule. If the Company desires to engage such
an independent representative, the Company shall consult with the Manager in
good faith as to the selection of the independent representative. 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
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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
and construction schedule with respect thereto requires the approval of at least
75% of the Independent Directors. Reimbursements and fees incurred for the year
ended December 31, 1997 to the Developer under these agreements totaled $46.9
million.
TERM AND TERMINATION
The Master Development Framework Agreement may be terminated by the Company
by agreement of at least 75% of the Independent Directors and the Trustee of
Westfield America Trust (so long as Westfield America Trust owns at least 10% of
the outstanding capital stock of the Company) 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 or any individual development 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 or the
individual development agreement or if an event of default has occurred and is
continuing under the Garden State Plaza Loan (as described below).
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 the Manager 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
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 individual development agreement previously entered into by the
Developer and the Company.
OFFICERS
The principal executive officers of the Developer are Richard E. Green and
Peter S. Lowy, the Co-Presidents of the Company.
MANAGEMENT OF THE COMPANY
All of the officers of the Company are employed by the Manager and receive
compensation and fringe benefits from the Manager and not from the Company.
Several of the officers serve as directors of the Manager and certain of such
officers and associates beneficially own shares of the Manager and units of
Westfield America Trust. See "Securities Beneficially Owned by Principal
Shareholders and Management." 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.
GARDEN STATE PLAZA OPTION
In July 1996, the Company acquired from the Manager an option to acquire at
fair market value the stock of Westland Realty, Inc., the holder of an indirect
50% interest in Garden State Plaza located in Paramus, New Jersey.
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 earliest to occur
of (X) any time after completion and stabilization of the current
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expansion of the property, defined to mean the leasing of 95% of the mall gross
leasable area for the expansion, (Y) any time after the date which is 18 months
after completion of the current expansion of the property and (Z) no later than
January 3, 2000. The valuation is to be performed by an independent appraiser
approved by the Company and the Manager 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 (as described below) 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.
The Company believes that the conditions to the exercise of the Garden State
Plaza Option will first be satisfied in the summer of 1999 based on the right to
exercise 18 months after substantial completion; however, the option may first
be exercised at an earlier date if the property is 95% leased. The Board of
Directors (including at least 75% of the Independent Directors) will determine
whether the exercise of the Garden State Option is in the best interests of the
Company. If the purchase price exceeds $55 million (net of the $145 million
Garden State Plaza Loan described below), the exercise of the Garden State Plaza
Option will be subject to an affirmative vote of a majority of the holders of
Common Stock voting at a meeting on such issue other than Westfield Holdings and
its affiliates (including Westfield America Trust) and interests associated with
the Lowy family. The purchase price shall be payable by the delivery of shares
of Common Stock, valued at the average of the closing sale price for the Common
Stock on the 20 trading days prior to the date the option is exercised.
THE GARDEN STATE PLAZA LOAN
In May 1997, the Company acquired a substantial economic interest in the
revenues to be received from Garden State Plaza by making a $145 million
participating secured loan to the subsidiaries of the Manager which own the
indirect 50% interest in Garden State Plaza. This non-recourse loan bears
interest at a fixed annual rate of 8.5% per annum, and is secured by a pledge of
the Manger's 50% partnership interest in the limited partnership which owns
Garden State Plaza. The Company also receives participating interest based on
80% of the borrowers' share of the adjusted cash flow (after payment of the
fixed interest and after calculating the Manager's share of cash flow from
Garden State Plaza as if the mortgage loan encumbering such property had a fixed
interest rate of 7.25% per annum) 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 on May 21, 2007, may be prepaid with a
yield maintenance premium (based on the payment of the maximum amount of
participating interest) after the expiration of the Garden State Plaza Option in
connection with the sale of Garden State Plaza (or Westfield Holdings' interest
therein) to an unaffiliated third party and may not otherwise be prepaid for
five years. If an event of default shall occur under the Garden State Plaza
Loan, the Company will be entitled to a yield maintenance premium (based on the
payment of the maximum amount of participating interest) and will have the right
to terminate the Management Agreements, the Advisory Agreement and the Master
Development Framework Agreement. In May 1997, the board of directors of the
Manager represented that it will not prepay the Garden State Plaza Loan for
seven years except under the circumstances described above and with the required
yield maintenance premium. The Company received $8.3 million in interest from
the Garden State Plaza Loan for the year ended December 31, 1997.
The other 50% interest in Garden State Plaza is owned by affiliates of
Rodamco North America B.V., a Netherlands corporation.
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WESTFIELD HOLDINGS WARRANTS
In May 1997, the Company purchased from the Manager, for $15.3 million,
non-transferable warrants to acquire 49 million ordinary shares of Westfield
Holdings Limited, which would as of today equal approximately 9% of the ordinary
shares of the Manager outstanding after the exercise of the options. These
warrants expire in May 2001 but will be extended to May 2003 if Australian law
is changed to permit such longer term. These warrants may be exercised in whole
or in part after May 21, 2000. Each of the warrants has an exercise price equal
to Aus $4.67 and, subject to certain anti-dilution adjustments, will entitle the
Company to receive one ordinary share of the Manager. In addition, the Company
has the right to exercise the option for no cash payment, in which event the
Company would be entitled to receive, at the option of the Manager, either the
number of ordinary shares of Westfield Holdings Limited equal in value to, or
cash in an amount equal to, the amount by which the market price of the ordinary
shares of the Westfield Holdings Limited exceeds on that date the exercise price
of such warrants. For these purposes, the market price of an ordinary share of
Westfield Holdings Limited will be equal to the weighted average of the sale
prices of such shares on the Australian Stock Exchange for the 20 business days
immediately preceding the exercise date. On March 16, 1998 the closing sale
price on the Australian Stock Exchange of the Westfield Holdings Limited
ordinary shares was Aus.$7.40.
The terms of the warrants were negotiated between associated parties and
there can be no assurance that either the price or the terms of the warrants are
fair.
REGISTRATION RIGHTS AGREEMENT
Pursuant to a registration rights agreement, after May 21, 2000, the Manager
will have demand registration rights that would require the Company to promptly
effect the registration of their shares held prior to the Company's initial
public offering. The Manager currently has demand registration rights for its
other shares of Common Stock. In addition, the Company has agreed that, upon the
request of the Manager, it will use its reasonable efforts to have a shelf
registration statement filed after May 21, 2000 (after May 21, 1998 for any
shares not held prior to consummation of the Company's initial public offering)
and declared and kept continuously effective, pursuant to which the Manager 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.
TRANSACTIONS WITH WESTFIELD AMERICA TRUST
Westfield America Trust is an Australian public property trust which was
established pursuant to a Trust Deed, dated March 28, 1996, as amended, to
acquire a majority interest in the Company. Westfield America Trust is managed
by Westfield America Management Limited, a wholly-owned subsidiary of the
Manager. Units of Westfield America Trust are traded on the Australian Stock
Exchange.
The trustee of Westfield America Trust 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. Although under the Trust Deed, the Trustee and the manager of Westfield
America Trust have the power to make other investments, Westfield America Trust
has informed the Company that it presently intends only to invest in the
Company.
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<PAGE>
The Trustee generally votes the shares of Common Stock held by Westfield
America Trust, as directed by the manager of Westfield America Trust, with
certain exceptions. As long as the Manager owns shares of Common Stock and
Westfield America Trust and the Manager together hold more than 50% of the
Common Stock of the Company, the Trustee has the power to vote in its absolute
discretion the number of shares of Common Stock held by Westfield America Trust
equal to the difference between the number of shares of Common Stock held by
Westfield America Trust and the Manager and 50% of the shares of Common Stock.
Any additional shares held by Westfield America Trust will be voted by the
Trustee as directed by the manager of Westfield America Trust.
Under current Australian law, the Trustee must solicit approval of Westfield
America Trust unitholders before voting in the election of directors with
respect to shares of other corporations held by Westfield America Trust. For
this purpose, a general meeting of Westfield America Trust unitholders must be
convened with each Westfield America Trust unitholder having one vote for each
unit held. The 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 Trustee will call a meeting of Westfield America Trust
unitholders to obtain approval for voting for the election of the Company's
directors.
In May 1997, the Company issued to Westfield America Trust, for a sale price
of $2.6 million, a warrant entitling Westfield America Trust to purchase at any
time and from time to time, in whole or in part, 2,089,552 shares of Common
Stock at an exercise price of $15.00, per share, subject to adjustment in
certain events. The warrant will expire in May 2017. The Manager has a right of
first refusal if Westfield America Trust wishes to sell the warrant.
In January 1997, the Company sold to Westfield America Trust 8,151,155
shares of Common Stock for $130.5 million and repurchased the same number of
shares from an existing investor for the same amount.
The Manager owns an approximately 26.2% equity interest in Westfield America
Trust on a fully diluted basis.
APPROVAL AND RATIFICATION OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The Board of Directors of the Company has selected Ernst & Young as the
Company's independent auditors for the fiscal year ending December 31, 1998.
Ernst & Young have audited the Company's financial statements since 1996.
Representatives of Ernst & Young are expected to be present at the meeting and
will be afforded the opportunity to make a statement if they desire to do so,
and such representatives are expected to be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL AND RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.
OTHER BUSINESS
As of the date of this Proxy Statement, the Company knows of no business
that will be presented for consideration at the Annual Meeting other than that
which has been referred to above. As to other business, if any, that may come
before the Annual Meeting, it is intended that proxies in the enclosed form will
be voted in accordance with the judgment of the proxy holder.
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<PAGE>
SHAREHOLDER PROPOSALS
Any proposal of a shareholder intended to be presented at the Company's 1999
Annual Meeting of Shareholders must be received by the Secretary of the Company
by November 27, 1998, for inclusion in the notice of meeting and proxy statement
relating to the 1999 Annual Meeting.
ANNUAL REPORT
A copy of the Company's Annual Report for the fiscal year ended December 31,
1997, including financial statements audited by Ernst & Young, independent
accountants, and their report thereon dated January 19, 1998, accompanies this
Proxy Statement. IN ADDITION, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1997, WILL BE SENT TO ANY SHAREHOLDER, WITHOUT
CHARGE, UPON WRITTEN REQUEST TO IRV HEPNER, WESTFIELD AMERICA, INC., 11601
WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90025.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of reports filed by our directors, executive officers and
beneficial holders of 10% or more of our outstanding shares, all filings
required by Section 16(a) of the Securities and Exchange Act of 1934 were
timely, except that the following persons or entities filed a Form 3
approximately two weeks late:(I) Westfield Holdings Limited, (II) Westfield
America Management Limited, (III) Westfield Corporation, Inc., (IV) Westfield
American Investments Pty. Limited, (V) Frank P. Lowy, (VI) David H. Lowy, (VII)
Peter S. Lowy, (VIII) Steven Lowy, (IX) Cordera Holdings Pty. Limited, (X) Roy
L. Furman, (XI) Frederick G. Hilmer, (XII) Herman Huizinga, (XIII) Larry A.
Silverstein, (XIV) Francis T. Vincent, Jr., (XV) George Weissman, (XVI) Richard
E. Green, (XVII) Robert P. Bermingham, (XVIII) Roger D. Burgdorf, (XIX) Mark A.
Stefanek, (XX) Randall J. Smith, (XXI) Dimitri Vazelakis and (XXII) Perpetual
Trustee Company Limited. Herman Huizinga filed a Form 4 approximately four
months late.
By Order of the Board of Directors
[SIG]
Irv Hepner
SECRETARY
Dated: March 27, 1998
Los Angeles, California
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WESTFIELD AMERICA, INC.
Proxy for Annual Meeting of Shareholders April 30, 1998
The undersigned hereby appoints Peter S. Lowy, Richard E. Green, Mark A.
Stefanek and Irv Hepner as Proxies, each with the power to appoint his
substitute, and hereby authorizes them, to represent and vote, as designated
on the reverse, all shares of Common Stock of Westfield America, Inc. (the
"Company") held of record by the undersigned on March 16, 1998, at the Annual
Meeting of Shareholders to be held on April 30, 1998 or any adjournment
thereof.
(To Be Signed on Reverse Side.)
See Reverse
Side
<PAGE>
/X/ Please mark your votes as in this example
WITHHOLD
AUTHORITY
to vote for all
nominees listed
FOR below Nominees: Roy L. Furman,
1. ELECTION OF DIRECTORS / / / / Frederick G. Hilmer,
Peter S. Lowy
FOR all nominees listed (except
as marked to the contrary
below)
- -----------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to ratify the selection of / / / / / /
Ernst & Young LLP to serve as the
Company's independent accountants
for fiscal 1998.
3. In their discretion upon such other
business as may properly come before
the Annual Meeting or any postponement
or adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, THIS PROXY
WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE
VOTED FOR THE THREE NOMINEES FOR ELECTION, AND FOR PROPOSALS 2 AND 3.
SHAREHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN
THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED
STATES.
SIGNATURES Date:
------------------------------------------ ------------------
NOTE: Please sign exactly as name or names appear on stock certificate (as
indicated hereon)
