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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 25, 1998
WESTFIELD AMERICA, INC.
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(Exact Name of registrant as specified in its charter)
Missouri 1-12923 43-0758627
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(State of Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
11601 Wilshire Boulevard, 12th Floor, Los Angeles, California 90025
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 445-2427
No Change
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(Former name or former address, if changed since last report)
This Current Report consists of 4 pages.
The Exhibit Index is located at page 4.
Page 1 of 4 pages
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ITEM 5. OTHER EVENTS.
Westfield America, Inc., a Missouri corporation (the "Company")
proposes to sell $200 million of convertible preferred stock. Security Capital
Preferred Growth Incorporated is expected to purchase $75,000,000 of Series C
Cumulative Convertible Redeemable Preferred Stock. Westfield America Trust, an
Australian public property trust, is expected to purchase $75,000,000 of Series
D Cumulative Convertible Redeemable Preferred Stock (the "Series D Preferred
Stock) and Westfield Holdings Limited, an Australian public company, is expected
to purchase $50,000,000 of Series D Preferred Stock. The preferred stock held by
Westfield Holdings Limited and Westfield America Trust will not be convertible
into common stock until approval of the Company's shareholders is obtained. The
sales are expected to close within sixty days and are subject to a number of
conditions precedent. The net proceeds of the issuance and sale of the
convertible preferred stock will be used to fund, in part, the previously
announced proposed acquisition by the Company of interests in shopping centers
from TrizecHahn Centers Inc. The preferred stock and the underlying common
stock have not been registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The Company files the following exhibit as part of this Current Report:
Exhibit 99. Copy of the Press Release, dated June 25, 1998, issued by
the Company, publicly announcing the activities reported
therein.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTFIELD AMERICA, INC.
Date: June 26, 1998 By: /s/ Irv Hepner
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Irv Hepner
Secretary
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INDEX TO EXHIBIT
Exhibit
Number Description of Exhibit
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Exhibit 99. Copy of the Press Release, dated June 25, 1998, issued by
the Company, publicly announcing the actions reported
therein.
4
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Exhibit 99
[LOGO OF WESTFIELD AMERICA, INC.]
FOR IMMEDIATE RELEASE
JUNE 25, 1998
FOR MORE INFORMATION,
PLEASE CONTACT:
RANDALL J. SMITH, (310) 445-6822
EMAIL: INFO@WESTFIELD AMERICA.COM
WESTFIELD AMERICA, INC. RAISES $200 MILLION
Los Angeles, CA., June 25, 1998, Westfield America, Inc. (NYSE:WEA) will raise
$200 million in equity as part of the funding of the previously announced
acquisition of the Hahn shopping center portfolio from TrizecHahn (NYSE:TZH)
through the issue of convertible preference shares.
These shares will be convertible into common stock at the equivalent of $18.00
per share and will have a coupon equal to the common dividends or 8.5%,
whichever is higher, and will be issued to:
o Security Capital Preferred Growth Incorporated: $75 million;
o Westfield America Trust: $75 million; and
o Westfield Holdings Limited: $50 million.
The preferred stock held by Westfield Holdings and Westfield America Trust will
not be convertible into common stock until approval of Westfield America's
shareholders.
Westfield America, Inc. announced in April that it is in the process of
acquiring up to 13 centers on the West Coast for an allocated purchase price of
up to $1.44 billion (including the assumption of debt). This purchase price has
been reduced by $48 million as a result of the prior right of first refusal on
The Village of Corte Madera in California having been exercised by TrizecHahn's
current
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joint venture partner. The final price to be paid will depend upon the
interests ultimately conveyed at closing.
Westfield America, Inc. will finance the remainder of the purchase price through
$400 million of capital that has been previously announced and permanent
mortgage financing.
The first closing of the acquisition is expected to occur on July 31, 1998 to
include five or six of the 12 regional shopping centers. Subsequent closings
will follow with the final one currently scheduled to occur in November, 1998.
The investment in the convertible preference issue by Westfield America Trust
and Westfield Holdings is subject to the approval of unitholders and
shareholders respectively. Meetings of Westfield America Trust and Westfield
Holdings will be held in the coming weeks to seek these approvals. The capital
raising is anticipated to close on or about July 31, 1998. Security Capital
Preferred Growth's investment is contingent upon those approvals being obtained.
The convertible preference shares and the common stock into which they convert
have not been registered under the Securities Act of 1933 as amended and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
Westfield America, Inc. (NYSE:WEA), a real estate investment trust, is one of
the nation's leading owners of regional shopping centers. With the Hahn
acquisition, the company will have interests in 37 major shopping centers in the
states of California, Colorado, Connecticut, Maryland, Missouri, New York and
Washington. Twenty of these centers are located in California, 8 in San Diego,
8 in Los Angeles and 4 in Northern California.
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