<PAGE>
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)
April 6, 1998
WESTFIELD AMERICA, INC.
(Exact Name of registrant as specified in its charter)
Missouri 1-12923 43-0758627
- ---------------------------- ------------- ---------------------
(State or 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) 478-4456
No Change
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(Former name or former address, if changed since last report)
This Current Report consists of 8 pages. The
Exhibit Index is located at page 8.
Page 1 of 8 pages
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Item 5. Other Events
A. TrizecHahn Acquisition
On April 6, 1998, Westfield America, Inc., a Missouri corporation
("WEA"), announced that it had entered into an agreement for the acquisition of
interests in up to 13 properties (the "Hahn Portfolio") from TrizecHahn Centers,
Inc. ("Hahn") for a maximum purchase price of $1.44 billion. The total
acquisition cost, after allowing for legal and other professional fees, and
various transaction costs, is expected to be approximately $1.5 billion. The
final price is dependent on the interests ultimately acquired since certain of
the properties are owned by joint ventures and are subject to partnership
rights, such as rights of first refusal. Settlement of the purchase is scheduled
to occur in stages between August and December of 1988.
WEA has arranged loan facilities to fund the acquisition of the Hahn
Portfolio and is currently developing a plan for obtaining long term funding of
the acquisition.
As a result of this acquisition the WEA portfolio is expected to
increase from 25 to 37 centers. These can be categorized by type of property and
geographically as follows:
<TABLE>
<CAPTION>
WEA HAHN TOTAL WEA HAHN TOTAL
--- ---- ----- --- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Super Regionals...... 16* 11* 26 West................. 10* 13* 22
Regionals............ 6 2 8 Midwest.............. 7 - 7
Power Centers........ 3 - 3 East................. 8 - 8
---- ---- ----- ---- ----- ----
25 13 37 25 13 37
---- ---- ----- ---- ----- ----
</TABLE>
*Partnership interests in North County Fair (WEA -45% and Hahn - 55%) are
included in each portfolio.
Portfolio Summary
o Department Stores - As a result of the acquisition of the Hahn
Portfolio the combined portfolio owned by WEA will comprise
119 major department stores thus making WEA the largest
landlord of both The May Department Stores Company and
Nordstrom.
2
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<TABLE>
<CAPTION>
CURRENT HAHN
WEA* PORTFOLIO* COMBINED
----------------------- ----------------------- ----------------------
<S> <C> <C> <C>
Federated (Macy's/Bon Marche)......... 7 14 20
Nordstrom............................. 5 7 11
May................................... 23 7 28
JC Penney............................. 18 6 23
Sears................................. 13 6 18
Dillard's............................. 4 0 4
Mervyn's.............................. 3 5 8
Montgomery Ward....................... 6 1 7
----------------------- ----------------------- ----------------------
79 46 119
</TABLE>
* Includes department stores located at North County Fair.
o Mall Stores - The number of Mall Stores as a result of the
acquisition will increase from 2,988 to 4,631 which will
represent an increase of approximately 55% from 9 million
square feet to 14 million square foot of gross leasable area.
o Lease Expirations - As of December 31, 1997 the WEA and Hahn
portfolios had very similar average rents at $28.11 per
square foot and $27.50 per square foot, respectively. In the
next three years, 21.6% of the Hahn Portfolio leases expire,
providing WEA an opportunity to increase rents. Expiring
tenant's rents in the Hahn Portfolio average $25.00 for 1998
and $30.00 for 1999 and $31.00 for 2000. New leases for the
Hahn Portfolio are averaging $31.30 for 1998.
o Sales per square foot - As of December 31, 1997 sales per
square foot for the Hahn Portfolio were $358 per square foot
in comparison to WEA's existing portfolio at $310 per square
foot.
o Occupancy and Occupancy Costs - Significant income upside is
expected from the acquisition of the Hahn Portfolio as the
occupancy level of the Hahn Portfolio was 88% compared to 93%
for the existing WEA portfolio, as of December 31, 1997. As
of December 31, 1997 occupancy costs, defined as total of
rent and other charges expressed as a percentage of sales
for the Hahn Portfolio were 11.3%, which is well below the
average for the existing WEA portfolio at 13%, again
indicating the potential upside in rents.
3
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o Development Potential Hahn Portfolio - While it is still very
early in the planning stages, WEA believes there is
development potential of around $400 to $500 million in the
Hahn Portfolio.
Investors should note that one or more of the properties in the Hahn
Portfolio ultimately may not be acquired by WEA as there are various partnership
arrangements in place with respect to some of the properties which could result
in the property interest being acquired by the partner. If this were to occur
there would be a proportionate reduction in the overall purchase price.
B. Stock Subscription
WEA announced on May 3, 1998 that Westfield America Trust, an
Australian public property trust and a 50.8% shareholder in WEA, has entered
into an underwriting agreement to raise approximately $300 (U.S.) million in
Australia. Westfield America Trust intends to use the proceeds of the
underwriting to subscribe for WEA stock in 3 equal installments at a 5%
discount to the then prevailing market price of the stock at June 2001, 2002
and 2003. WEA intends to issue the stock to Westfield America Trust subject
to market conditions at the time. The Westfield America Trust raising of
capital has been underwritten and is subject to customary conditions. The
stock has not been, and will not be, 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.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Current Report includes, and future public filings and oral and
written statements by WEA and its management may include, statements (other
than the financial statements and other statements of historical fact) that
are subject to risks and uncertainties. Forward-looking statements include
the information concerning the possible acquisition of the Hahn Portfolio,
possible future results of operations, earnings, and other capital resources
of WEA (including with respect to increased revenues and rental rates and
market trends and information concerning a possible subscription by the
Westfield America Trust. Statements preceded by, followed by or that include
the words "believes," "expects," "anticipates," "intends," "plans,"
estimates" or similar expressions indicate forward looking statements.
Forward looking statements are made based on management's current
expectations and belief concerning future developments and their potential
effects on
4
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WEA. There can be no assurance that future developments will be in accordance
with management's expectations or that the effect of future developments on WEA
will be those anticipated by management. Many of the factors that will determine
these results are beyond WEA's ability to control or predict.
While WEA periodically reassesses material trends and uncertainties
affecting the operations and financial condition, WEA does not intend to review
or revise any particular forward-looking statement referenced in this Current
Report in light of future events, even if new information, future events or
other circumstances have made them incorrect or misleading.
The information referred to above and in WEA's other Security and
Exchange Commission filings should be considered by investors when reviewing any
forward- looking statements contained in this report, in any documents
incorporated herein by reference, in any of WEA's public filings or press
releases or in any oral statements made by WEA or any of its officers or any
other persons acting on its behalf. For those statements, WEA intends to avail
itself for the protection of the safe harbor from liability with respect to
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.
5
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Item 7. Financial Statements and Exhibits
WEA files the following exhibits as part of this Current Report:
Exhibit 99.1. Copy of the Press Release, dated April 6, 1998,
issued by WEA, publicly announcing the actions
reported therein.
Exhibit 99.2. Copy of the Press Release, dated May 3, 1998,
issued by WEA, publicly announcing the actions
reported therein.
6
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SIGNATURES
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.
By: /s/ Irv Hepner
Name: Irv Hepner
Title: Secretary
Date: May 5, 1998
7
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
Exhibit 99.1. Copy of the Press Release, dated April 6, 1998, issued by
WEA, publicly the actions reported therein.
Exhibit 99.2. Copy of the Press Release, dated May 3, 1998, issued by WEA,
publicly announcing actions reported therein.
</TABLE>
8
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Exhibit 99.1
FOR IMMEDIATE RELEASE FINAL
April 6, 1998
FOR MORE INFORMATION,
PLEASE CONTACT:
RANDALL J. SMITH, (310) 445-6822
WEBSITE: www.westfieldamerica.com
WESTFIELD AMERICA, INC. AND THE ROUSE COMPANY
ACQUIRE THE HAHN PORTFOLIO OF SHOPPING CENTERS
FOR $2.55 BILLION
Los Angeles, CA, April 6, 1998 - Westfield America, Inc. (NYSE: WEA) together
with The Rouse Company (NYSE: RSE) announced today that they signed a definitive
agreement to acquire The Hahn Portfolio of shopping centers from TrizecHahn
(NYSE: TZH).
The purchase price is valued at a maximum of $2.55 billion. The portfolio being
acquired consists of interests in 20 shopping centers with 19 million square
feet of gross leasable area, located in eight states.
The joint bid by Westfield America and Rouse was structured on geographic lines
to provide a strategic fit with their respective portfolios. Westfield America
is acquiring the 13 shopping centers located on the West Coast for an allocated
purchase price of up to $1.44 billion (including the assumption of debt). The
final price will be dependent upon the interests ultimately conveyed at closing.
There are 4 centers in San Diego, CA; 3 in Los Angeles, CA; 5 in Northern
California; and one in Washington State, for a total of 12.5 million square feet
of gross leasable area. The 13 centers have specialty store sales productivity
of $358 per square foot, well in excess of industry averages, and at year end
1997 had occupancy of 88%.
After the acquisition, Westfield America will have a total of 37 centers with
34.2 million square feet of gross leasable area. Twenty of these centers are
located in California, 8 in San Diego, 7 in Los Angeles and 5 in Northern
California - giving Westfield a substantial presence in these three major
markets. Westfield's portfolio strategy of clustering regional shopping centers
in major metropolitan areas, to obtain market penetration, is substantially
advanced by this purchase. Upon
<PAGE>
completion of the transaction, Westfield America will have six multi-center
markets in St. Louis, MO; Washington, D.C.; Connecticut; San Diego, Los Angeles
and Northern California.
Frank Lowy, Chairman of Westfield America stated "We have a high regard for The
Rouse Company and are pleased that we were able to join with them for this
acquisition. We established a strong working relationship with the senior
executives of Rouse during this transaction and look forward to working with
them on future opportunities."
Peter Lowy, President of Westfield America, Inc. stated, "This transaction
provides Westfield America with an enhanced strategic position in California and
the portfolio offers us numerous marketing, leasing, expansion and growth
opportunities."
The transaction will be completed in stages, beginning in August/September and
finishing by the end of the year.
Westfield America, Inc. (NYSE: WEA), a real estate investment trust, is one of
the nation's leading owners of regional retail centers. With this acquisition,
the company will own 37 major shopping centers in 14 metropolitan areas in the
states of California, Colorado, Connecticut, Maryland, Missouri, New York, and
Washington.
<PAGE>
Attachment
Westfield America, Inc. Portfolio
Note: The 13 centers acquired from TrizecHahn are in bold.
<TABLE>
<CAPTION>
TOTAL MALL
GLA
----------
PROPERTY CITY & STATE (000's) DEPARTMENT STORES
-------- ------------ -----------------
<S> <C> <C> <C>
WEST
San Diego, California
HORTON PLAZA SAN DIEGO, CA 800 NORDSTROM, MACY'S, MERVYN'S
PARKWAY PLAZA SAN DIEGO, CA 1,030 ROBINSON'S-MAY, SEARS, JCPENNEY,
MERVYN'S
UNIVERSITY TOWNE CENTER SAN DIEGO, CA 1,030 NORDSTROM, MACY'S, ROBINSON'S-MAY,
SEARS
North County Fair San Diego, CA 1,260 Nordstrom, Macy's, Robinson's-May
(2 stores), Sears, JCPenney
Mission Valley Center San Diego, CA 1,370 Robinson's-May, Montgomery Ward,
Macy's Home & Furniture
Plaza Bonita San Diego, CA 820 Robinson's-May, JCPenney,
Montgomery Ward, Mervyn's
Plaza Camino Real San Diego, CA 1,150 Robinson's-May, JCPenney, Macy's,
Sears, Macy's Mens & Home
Mission Valley West San Diego, CA 210 Power center opening Fall 1998
Los Angeles, California
SANTA ANITA FASHION PARK LOS ANGELES, CA 1,100 NORDSTROM, MACY'S, ROBINSON'S-MAY,
JCPENNEY
LOS CERRITOS CENTER LOS ANGELES, CA 1,250 NORDSTROM, MACY'S, ROBINSON'S-MAY,
SEARS, MERVYN'S
FOX HILLS MALL LOS ANGELES, CA 890 MACY'S, ROBINSON'S-MAY, JCPENNEY
Eagle Rock Plaza Los Angeles, CA 470 Robinson's-May, Montgomery Ward
Eastland Center Los Angeles, CA 730 Mervyn's, Target
The Plaza at West Covina Los Angeles, CA 1,170 Robinson's-May, Macy's, JCPenney,
Sears
Topanga Plaza Los Angeles, CA 1,050 Robinson's-May, Sears, Nordstrom,
Montgomery Ward
Northern California
VALLEY FAIR SAN JOSE, CA 1,140 NORDSTROM, MACY'S (2 STORES)
OAKRIDGE MALL SAN JOSE, CA 800 MACY'S, SEARS, MONTGOMERY WARD
VILLAGE AT CORTE MADERA CORTE MADERA, CA 430 NORDSTROM, MACY'S
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOTAL MALL
GLA
----------
PROPERTY CITY & STATE (000's) DEPARTMENT STORES
-------- ------------ -----------------
<S> <C> <C> <C>
SOLANO MALL FAIRFIELD, CA 1,010 MACY'S, JCPENNEY, SEARS, MERVYN'S
Downtown Plaza Sacramento, CA 1,170 Macy's (2 stores)
Washington State
CAPITAL MALL OLYMPIA, WA 600 JCPENNEY, MERVYN''S, BON MARCHE,
LAMONTS
Vancouver Mall Vancouver, WA 870 JCPenney, Meier & Frank, Sears,
Mervyn's, Nordstrom
MIDWEST
St. Louis, Missouri
Mid Rivers Mall St. Louis, MO 930 Dillard's, Famous-Barr, Sears,
JCPenney
South County Center St. Louis, MO 750 Famous-Barr, JCPenney, Dillard's
West County Center St. Louis, MO 580 Famous-Barr, JCPenney
Northwest Plaza St. Louis, MO 1,690 Dillard's, Famous-Barr, JCPenney,
Sears
Crestwood Plaza St. Louis, MO 1,010 Dillard's, Famous-Barr, Sears
West Park Mall Cape Girardeau, 500 JCPenney, Famous-Barr, Venture
MO
Westland Towne Center Denver, CO 470 Sears, Super K-Mart
EAST
Connecticut
Connecticut Post Mall Milford, CT 830 Filene's, JCPenney, Caldor
Enfield Square Enfield, CT 680 Filene's, JCPenney, Sears
Meriden Square Meriden, CT 750 Sears, Filene's, JCPenney
Trumbull Shopping Park Trumbull, CT 1,190 Macy's, Filene's, JCPenney, Lord &
Taylor
Washington D.C./Maryland
Montgomery Mall Bethesda, MD 1,250 Nordstrom, JCPenney, Sears,
Hecht's
Annapolis Mall Annapolis, MD 990 Nordstrom, Hecht's, Montgomery
Ward, JCPenney
Wheaton Plaza Wheaton, MD 1,200 Hecht's, Montgomery Ward, JCPenney
South Shore Mall Bay Shore, NY 1,070 Macy's, JCPenney, Sears
TOTAL 34,240
</TABLE>
4
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Exhibit 99.2
For Immediate Release
May 3, 1998
For More Information,
Please Contact:
Randall J. Smith, (310) 445-6822
EMAIL: [email protected]
WEBSITE: www.westfieldamerica.com
Westfield America, Inc. (NYSE:WEA) Announces
Anticipated $300 Stock Issuance
Los Angeles, CA, May 3, 1998 -- Westfield America, Inc. (NYE:WEA) announced
today that Westfield America Trust (ASX:WFA), it's 50.8% shareholder, has
entered into an underwriting agreement to raise approximately U.S.$300 million
in Australia. Westfield America Trust intends to use the proceeds of the
underwriting to subscribe for Westfield America Stock in 3 equal installments at
a 5% discount to the prevailing market price of the stock at June 2001, 2002 and
2003. Westfield America intends to issue the stock to Westfield America Trust
subject to market conditions at the time.
The Westfield America Trust raising of capital has been underwritten and is
subject to customary conditions.
Westfield America, Inc., a real estate investment trust, completed its initial
public offering on May 21, 1997. Westfield is one of the nation's leading owners
of regional shopping centers, currently with interest in 25 major shopping
centers, encompassing 23.0 million square feet in the states of California,
Colorado, Connecticut, Maryland, Missouri, New York and Washington.
***
