<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 23, 1999
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WESTFIELD AMERICA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Missouri 1-12923 43-0758627
(State or Other Jurisdiction Commission file number (IRS 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
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
This current report on Form 8-K/A is being filed by Westfield America,
Inc. (the "Company") to update and amend the previous 8-K filed July 8, 1999.
On June 23, 1999, Westfield America, Inc. (the "Company") announced the
formation of a joint venture, Valley Fair UTC LLC, a limited liability
company ("Joint Venture"), with J.P. Morgan Investment Management, Inc. for
two of its malls, Westfield Shoppingtown Valley Fair, in San Jose, CA
("Valley Fair"), and Westfield Shoppingtown UTC (formerly known as University
Towne Centre), in La Jolla, CA ("UTC"). In conjunction with the formation of
the Joint Venture, the Company received $157 million (including assumption of
$50 million of secured debt by the Joint Venture) for a 50% interest in
Valley Fair and $91 million (including assumption of approximately $40
million of secured debt by the Joint Venture) for a 50% interest in UTC. The
proceeds from the sale of 50% interests in Valley Fair and UTC were used to
reduce borrowings on the Company's secured and unsecured corporate credit
facilities.
On June 2, 1999, the Company sold Westfield Shoppingtown Cerritos
("Cerritos") to The Macerich Company for $188 million and paid-off the
related secured debt of $95 million. The net proceeds from the sale of
Cerritos together with borrowings on the Company's unsecured credit facility
were used to acquire the 50% interest in Valley Fair that it did not
previously own from The Rouse Company for $157 million (including the
assumption of $50 million of secured debt).
Valley Fair is a super regional shopping center with approximately 1.1
million square feet of gross leasable area. It has 158 specialty stores and
three anchors: two Macy's stores and Nordstrom.
UTC is a super regional shopping center with 1.0 million square feet of
gross leasable area. It has 162 specialty stores and four anchors: Macy's,
Nordstrom, Robinsons-May and Sears.
Cerritos is a super regional shopping center with 1.3 million square
feet of gross leaseable area. It has 168 specialty stores and five anchors:
Macy's, Nordstrom, Robinsons-May, Mervyn's and Sears.
1
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma financial Information
<TABLE>
<CAPTION>
Page Reference
Form 8-K/A
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<S> <C>
1. Pro Forma Condensed Consolidated Balance Sheet as of
March 31, 1999 (unaudited) P-1
2. Pro Forma Consolidated Statement of Income for
the three months ended March 31, 1999 P-3
3. Pro Forma Consolidated Statement of Income for
the year ended December 31, 1998 P-6
</TABLE>
(c) Exhibits.
None
2
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1999
(UNAUDITED)
The unaudited Pro Forma Condensed Consolidated Balance Sheet is
presented as if the following transactions had been completed as of March 31,
1999.
- Westfield Shoppingtown Cerritos is sold to The Macerich Company for
$188 million and the related secured debt totaling $95 million is
paid-off,
- The Company utilizes net proceeds from the sale of Westfield
Shoppingtown Cerritos totaling approximately $93 million plus
additional borrowings totaling approximately $14 million to acquire
the 50% interest in Westfield Shoppingtown Valley Fair that it did
not previously own from The Rouse Company for $157 million (including
the assumption of $50 million of secured debt),
- The Company receives $157 million (including assumption of $50
million of secured debt by the Joint Venture) for a 50% interest in
Westfield Shoppingtown Valley Fair,
- The Company receives $91 million (including assumption of
approximately $40 million of secured debt by the Joint Venture) for a
50% interest in Westfield Shoppingtown UTC, and
- The Company utilizes net proceeds received from the Joint Venture
totaling approximately $158 to pay off its $100 million secured
credit facility and use the remaining proceeds to reduce borrowings
on its unsecured credit facility.
The unaudited Pro Forma Condensed Consolidated Balance Sheet should be read
in conjunction with the Consolidated Financial Statements of Westfield
America, Inc. and Subsidiaries included in the Company's Annual report on
Form 10-K for the fiscal year ended December 31, 1998 and Quarterly Report on
Form 10-Q for the calendar quarter ended March 31, 1999. In the Company's
opinion, all adjustments necessary to reflect the effects of the purchase of
a 50% interest in Westfield Shoppingtown Valley Fair and the sale of
Westfield Shoppingtown Cerritos and 50% interests in Westfield Shoppingtown
Valley Fair and UTC 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 March 31, 1999 nor does it purport to present the future
financial position of the Company.
P-1
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
HISTORICAL(a) ADJUSTMENTS CONSOLIDATED
------------ ----------- ------------
ASSETS
<S> <C> <C> <C>
ASSETS:
Net investment in real estate......................................... $3,699,565 $(317,411)(b) $3,382,154
Cash and cash equivalents............................................. 27,568 (11)(c) 27,557
Restricted cash....................................................... 16,418 - 16,418
Accounts receivable, net.............................................. 44,034 (1,163)(c) 42,871
Deferred expenses and other assets, net............................... 32,684 (514)(c) 32,170
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Total assets........................................................ $3,820,269 $(319,099) $3,501,170
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LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Notes payable and revolving credit facility........................... $2,665,120 $(319,047)(d) $2,346,073
Accounts payable and accrued expenses................................. 88,376 (2,452)(c) 85,924
Distribution payable.................................................. 36,071 - 36,071
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Total liabilities................................................... 2,789,567 (321,499) 2,468,068
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Minority interest..................................................... 36,065 - 36,065
Series C and D preferred stock........................................ 275,000 - 275,000
Common stock.......................................................... 731 - 731
Series A and B preferred stock........................................ 121,000 - 121,000
Additional paid-in capital............................................ 597,906 2,400 (e) 600,306
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Total shareholder's equity.......................................... 719,637 2,400 722,037
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Total liabilities and shareholders' equity............................ $3,820,269 $(319,099) $3,501,170
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</TABLE>
(a) Reflects Westfield America, Inc. and Subsidiaries unaudited condensed
consolidated balance sheet at March 31, 1999.
(b) Decrease reflects the sale of 100% of Westfield Shoppingtown Cerritos,
sale of 50% of Westfield Shoppingtown UTC and reflects Westfield
Shoppingtown UTC as an unconsolidated investment in real estate which
was consolidated at March 31, 1999.
(c) Reflects Westfield Shoppingtown UTC as an unconsolidated investment in real
estate which was consolidated at March 31, 1999.
(d) Decrease reflects:
<TABLE>
<S> <C>
De-consolidation of Westfield Shoppingtown UTC $ (80,644)
Repayment of Westfield Shoppingtown Cerritos Debt (95,000)
Repayment of unsecured corporate credit facility (143,403)
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$ (319,047)
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----------
</TABLE>
(e) Reflects the gain on the sale of Westfield Shoppingtown Cerritos.
P-2
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
The unaudited Pro Forma Consolidated Statement of Income is presented as if
the following transactions had been completed as of January 1, 1999.
- Westfield Shoppingtown Cerritos is sold to The Macerich Company for
$188 million and the related secured debt totaling $95 million is
paid-off,
- The Company utilizes net proceeds from the sale of Westfield
Shoppingtown Cerritos totaling approximately $93 million plus
additional borrowings totaling approximately $14 million to
acquire the 50% interest in Westfield Shoppingtown Valley Fair
that it did not previously own from The Rouse Company for $157
million (including the assumption of $50 million of secured debt),
- The Company receives $157 million (including assumption of $50
million of secured debt by the joint venture) for a 50% interest in
Westfield Shoppingtown Valley Fair,
- The Company receives $91 million (including assumption of
approximately $40 million of secured debt by the joint venture) for a
50% interest in Westfield Shoppingtown UTC, and
- The Company utilizes net proceeds received from the joint venture
totaling approximately $158 million to pay off its $100 million
secured credit facility and use the remaining proceeds to reduce
borrowings on its unsecured credit facility.
The unaudited Pro Forma Consolidated Statement of Income should be read in
conjunction with the Consolidated Financial Statements of Westfield America,
Inc. and Subsidiaries included in the Company's Annual report on Form 10-K
for the fiscal year ended December 31, 1998 and the Quarterly Report on Form
10-Q for the calendar quarter ended March 31, 1999. In the Company's opinion,
all adjustments necessary to reflect the effects of the purchase of a 50%
interest in Westfield Shoppingtown Valley Fair and the sale of Westfield
Shoppingtown Cerritos and 50% interests in Westfield Shoppingtown Valley Fair
and Westfield Shoppingtown UTC have been made.
The unaudited Pro Forma Consolidated Statement of Income is not
necessarily indicative of what the actual results of operations of the
Company would have been assuming the transactions above had been consummated
as of the beginning of the year presented, nor do they purport to present the
future operations of the Company.
P-3
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED INCOME STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
HISTORICAL (a) ADJUSTMENTS CONSOLIDATED
-------------- ------------- --------------
<S> <C> <C> <C>
REVENUES:
Minimum rents $84,653 $(6,497)(b) $78,156
Tenant recoveries 37,595 (3,135)(b) 34,460
Percentage rents 3,101 (338)(b) 2,763
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Total revenue 125,349 (9,970) 115,379
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EXPENSES:
Operating 38,806 (2,885)(b) 35,921
Management fees 2,478 (177)(b) 2,301
Advisory fee 1,627 (112)(e) 1,515
General and administrative 490 - 490
Depreciation and amortization 28,741 (2,520)(b) 26,221
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Total expenses 72,142 (5,694) 66,448
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OPERATING INCOME 53,207 (4,276) 48,931
INTEREST EXPENSE, net (49,144) 5,531(c) (43,613)
OTHER INCOME:
Equity in income of unconsolidated
real estate partnerships 1,056 354(b) 1,410
Gain on sale of investment - 2,400(d) 2,400
Interest and other income 4,466 - 4,466
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INCOME BEFORE MINORITY INTEREST: 9,585 4,009 13,594
Minority interest (584) - (584)
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NET INCOME $9,001 $4,009 $13,010
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------- ------- -------
Net income allocable to preferred shares $8,625 - $8,625
Net income allocable to common shares 376 $4,009 4,385
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$9,001 $4,009 $13,010
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EARNINGS PER SHARE:
Basic $0.00 $0.06 $0.06
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------- ------- -------
Diluted $0.00 $0.06 $0.06
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WEIGHTED AVERAGE NUMBER OF
COMMON SHARES:
Basic 73,338 73,338
------- -------
------- -------
Diluted 74,326 74,326
------- -------
------- -------
</TABLE>
P-4
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(UNAUDITED)
(a) Reflects Westfield America, Inc. and Subsidiaries unaudited historical
consolidated statement of income for the three months ended
March 31, 1999.
(b) Reflects the historical operations of Westfield Shoppingtown Cerritos
and Westfield Shoppingtown UTC as if 100% of Westfield Shoppingtown
Cerritos and 50% of Westfield Shoppingtown UTC were sold at the beginning
of the period presented and the remaining 50% interest of UTC is accounted
for under the equity method.
(c) Reflects the interest expense reduction from the sale of the Westfield
Shoppingtowns described in (b) above as well as the reduction in interest
expense related to the repayment of approximately $143 million of secured
and unsecured debt.
(d) Reflects the gain on sale of Westfield Shoppingtown Cerritos.
(e) Reflects decrease in advisory fees equal to 25% of the reduction in
funds from Operations, as defined, as a result of the transactions
described in notes (b) and (c) above.
(f) Note that although the Company held a 100% interest in Westfield
Shoppingtown Valley Fair from June 2, 1999 to June 23, 1999 its overall
impact is not considered material nor is it included in the Pro Forma
Statement of Income for the three months ended March 31, 1999.
P-5
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR
ENDED DECEMBER 31, 1998
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
The unaudited Pro Forma Consolidated Statement of Income is presented as
if the following transactions had been completed during the year ended
December 31, 1998.
- Westfield Shoppingtown Cerritos is sold to The Macerich Company on
the dates the Company acquired Westfield Shoppingtown Cerritos during
1998 from TrizecHahn Centers, Inc. ("TrizecHahn") and TrizecHahn's
joint venture partner (50% interest acquired on July 21, 1998 and
50% acquired on November 17, 1998) for an aggregate consideration of
$188 million and the related secured debt totaling $95 million is
paid off on November 17, 1998,
- The Company acquires the 50% interest in Westfield Shoppingtown
Valley Fair that it did not previously own from The Rouse Company for
$157 million (including the assumption of $50 million of secured
debt) on July 31, 1998 (the date when the Company first acquired a
50% interest in Westfield Shoppingtown Valley Fair from TrizecHahn).
The Company receives $157 million from the Joint Venture (including
assumption of $50 million of secured debt) for a 50% interest in
Westfield Shoppingtown Valley Fair on July 31, 1998,
- The Company receives $91 million (including assumption of approximately
$40 million of secured debt by the Joint Venture) from the Joint Venture
for a 50% interest in Westfield Shoppingtown UTC on July 31,1998 (the
date when the Company first acquired a 100% interest in Westfield
Shoppingtown UTC from TrizecHahn),
- The Company utilizes net proceeds received from the Joint Venture
totaling approximately $158 million to pay off its $100 million
secured credit facility and use the remaining proceeds to reduce
borrowings on its unsecured corporate credit facility on July 31, 1998.
The unaudited Pro Forma Consolidated Statement of Income should be read in
conjunction with the Consolidated Financial Statements of Westfield America,
Inc. and Subsidiaries included in the Company's Annual report on Form 10-K
for the fiscal year ended December 31, 1998 and the Quarterly Report on Form
10-Q for the calendar quarter ended March 31, 1999. In the Company's opinion,
all adjustments necessary to reflect the effects of the purchase of a 50%
interest in Westfield Shoppingtown Valley Fair and the sale of Westfield
Shoppingtown Cerritos, Westfield Shoppingtown Valley Fair and Westfield
Shoppingtown UTC have been made.
The unaudited Pro Forma Consolidated Statement of Income are not necessarily
indicative of what the actual results of operations of the Company would have
been assuming the transactions above had been consummated during the year
presented, nor do they purport to present the future operations of the
Company.
P-6
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1998
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
HISTORICAL (a) ADJUSTMENTS CONSOLIDATED
-------------- ------------- --------------
<S> <C> <C> <C>
(Audited) (Unaudited)
REVENUES:
Minimum rents $226,089 $(7,192)(b) $218,897
Tenant recoveries 91,909 (3,167)(b) 88,742
Percentage rents 10,467 (253)(b) 10,214
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Total revenue 328,465 (10,612) 317,853
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EXPENSES:
Operating 97,359 (2,809)(b) 94,550
Management fees 6,264 (168)(b) 6,096
Advisory fee 6,140 (34)(e) 6,106
General and administrative 1,519 - 1,519
Depreciation and amortization 76,926 (2,167)(b) 74,759
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Total expenses 188,208 (5,178) 183,030
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OPERATING INCOME 140,257 (5,434) 134,823
INTEREST EXPENSE, net (106,852) 7,471(c) (99,381)
OTHER INCOME:
Equity in income of unconsolidated
real estate partnerships 5,949 (565)(b) 5,384
Gain on sale of investment 53,895 2,400 (d) 56,295
Interest and other income 17,196 - 17,196
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INCOME BEFORE MINORITY INTEREST: 110,445 3,872 114,317
Minority interest (4,257) - (4,257)
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NET INCOME $106,188 $ 3,872 $110,060
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-------- ------- --------
Net income allocable to preferred shares $17,619 $ 17,619
Net income allocable to common shares 88,569 $ 3,872 92,441
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$106,188 $ 3,872 $110,060
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-------- ------- --------
EARNINGS PER SHARE:
Basic $1.21 $0.05 $1.26
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-------- ------- --------
Diluted $1.20 $0.05 $1.25
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-------- ------- --------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES:
Basic 73,334 73,334
-------- --------
-------- --------
Diluted 73,901 73,901
-------- --------
-------- --------
</TABLE>
P-7
<PAGE>
WESTFIELD AMERICA, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
(UNAUDITED AND IN THOUSANDS)
(a) Reflects the Westfield America, Inc. and Subsidiaries audited historical
consolidated statement of income for the year ended December 31, 1998.
(b) Reflects the historical operations of Westfield Shoppingtown Cerritos
and Westfield Shoppingtown UTC as if the Company had never acquired
Westfield Shoppingtown Cerritos and 50% of Westfield Shoppingtown UTC
was sold on July 31, 1998 and the remaining 50% interest of UTC is
accounted for under the equity method. If the Company had held a 50%
interest in Westfield Shoppingtown UTC for all of 1998, its equity in
income would have increased approximately $717. If the Company had held
a 100% interest in Westfield Shoppingtown Cerritos for all of 1998, its
income would have increased approximately $5.4 million.
(c) Reflects the interest expense reduction from the sale of the Westfield
Shoppingtowns described in (b) above as well as the reduction in
interest expense related to the combined repayment of approximately
$143 million of secured and unsecured debt on July 31, and November 17,
1998.
(d) Reflects the gain on the sale of Westfield Shoppingtown Cerritos.
(e) Reflects the decrease in advisory fees equal to 25% of the reduction in
Funds from Operations, as defined, as a result of the transactions
described in notes (b) and (c) above.
(f) Note that although the Company held a 100% interest in Westfield
Shoppingtown Valley Fair from June 2, 1999 to June 23, 1999 its overall
impact is not considered material nor is it included in the Pro Forma
Statement of Income for the year ended December 31, 1998.
P-8
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
WESTFIELD AMERICA, INC.
Date: July 12, 1999 /s/ MARK A. STEFANEK
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Mark A. Stefanek
Chief Financial Officer and Treasurer
