UNITED STATES
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): August 18, 1999
WESTFIELD AMERICA, INC.
_________________________________________
(Exact name of registrant as specified in its charter)
MISSOURI 1-12923 43-0758627
_______________________ __________________ ______________
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification
Number)
11601 WILSHIRE BOULEVARD
12TH FLOOR
LOS ANGELES, CALIFORNIA 90025
(Address of principal executive offices)
Registrant's telephone number, including area code: 310/445-2427
NO CHANGE
(Former name or former address, if changed since last report)
ITEM 5. Other Events.
On August 18, 1999, we announced the issuance 477,778 shares of
Series E cumulative convertible redeemable preferred stock, par value $1.00
per share and liquidation value $180 per share (the "Series E Preferred
Shares"), to Westfield America Trust ("WAT"), our largest shareholder, in
exchange for gross proceeds of $86,000,040. The Series E Preferred Shares
are not convertible into our common stock, unless: (i) the conversion is
approved by our shareholders, which consent we will seek to obtain at our
next annual meeting or (ii) the holder of the Series E Preferred Shares is
an individual to whom we may issue our common stock without shareholder
approval. Subject to the foregoing, the Series E Preferred Shares are
convertible into our common stock. Each Series E Preferred Share is
currently convertible into 10 shares of our common stock, subject to
adjustment. All of the Series E Preferred Shares were offered and sold to
WAT pursuant to the exemption from the registration requirements of the
Act, provided by Section 4(2) of the Act.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description of Exhibit
99.1 Copy of our Press Release, dated August 18, 1999, publicly
announcing the activities reported therein.
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: August 26, 1999 By: /s/ Irv Hepner
----------------------
Irv Hepner
Secretary
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
99.1 Copy of our Press Release, dated August 18, 1999, publicly
announcing the activities reported therein.
EXHIBIT 99.1
[Logo of Westfield America, Inc.]
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION CONTACT:
PAT HEALEY, 310-445-2407
WESTFIELD AMERICA, INC. (NYSE:WEA)
TO RAISE $86 MILLION
LOS ANGELES, CA, AUGUST 18, 1999 -- Westfield America, Inc. announced today
it has issued $86 million in convertible preferred stock in a private
placement.
The preferred stock is convertible into common stock at the equivalent of
$18.00 per share and has a coupon equal to the greater of 8.5% or the
dividend on Westfield America's common stock. All shares of the preferred
stock have been sold to Westfield America Trust, an affiliate of Westfield
America, but may not be convertible into common stock until approved by
Westfield America, Inc.'s shareholders.
Of the $86 million raised, $82 million of the proceeds have been used to
acquire the super-regional shopping mall, Palm Desert Town Center in Palm
Desert, California from The TrizecHahn Corporation.
The preferred stock and the common stock into which it may be converted
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
acquisition of Palm Desert Town Center, the company owns interests in 38
major shopping centers, branded Westfield Shoppingtowns. Westfield
Shoppingtowns are home to more than 4,700 speciality stores, serve 10% of
the U.S. population and comprise 35.5 million square feet of leasable space
in California, Colorado, Connecticut, Maryland, Missouri, New York, North
Carolina and Washington. For more information, visit the website at
www.westfieldamerica.com.
