<PAGE>
EXHIBIT 10.1
THE COMMON STOCK OR OTHER SECURITIES RECEIVABLE UPON EXERCISE HEREOF ARE SUBJECT
TO THE OWNERSHIP LIMITATIONS SET FORTH IN THE ISSUER'S RESTATED ARTICLES OF
INCORPORATION.
THIS WARRANT AND THE COMMON STOCK OR OTHER SECURITIES RECEIVABLE UPON EXERCISE
HEREOF MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED
OF UNLESS (A) (i) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
(ii) THE HOLDER HEREOF SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL,
WHICH OPINION AND COUNSEL SHALL BE SATISFACTORY TO THE ISSUER, TO THE EFFECT
THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT, (iii) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION, SATISFACTORY TO COUNSEL FOR THE ISSUER, SHALL HAVE BEEN OBTAINED
WITH RESPECT TO SUCH DISPOSITION, OR (iv) THE WARRANT OR COMMON STOCK IS BEING
EXERCISED BY (OR TRANSFERRED TO) AN AFFILIATE OF THE ISSUER, AND (B) SUCH
DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION THEREFROM.
No. 1 New York, New York
June 1, 2000
WESTFIELD AMERICA, INC.
COMMON STOCK PURCHASE WARRANT
WESTFIELD AMERICA, INC., a Missouri corporation (the
"COMPANY), hereby certifies that, for value received, WESTFIELD AMERICA
MANAGEMENT LIMITED, ACN 072 780 619 ("WAML"), in its capacity as the
Responsible Entity of Westfield America Trust ("WAT"), a public unit trust
constituted under the laws of Australia pursuant to the Westfield America
Trust Deed, dated March 28, 1996, as amended, is entitled, subject to the
terms and conditions set forth below, (a) to purchase from the Company
2,840,000 duly authorized, validly issued, fully paid and nonassessable
shares of common stock, par
<PAGE>
value $.01 per share, of the Company, (the "COMMON STOCK") at a purchase price
per share of $19.42 (as adjusted from time to time, the "EXERCISE PRICE"), and
(b) to exercise the other rights set forth herein. The number and character of
such shares of Common Stock and the Exercise Price are subject to adjustment as
provided herein.
1. EXERCISE OF WARRANT. This Warrant may be exercised at
any time and from time to time on or after the date hereof and prior to June 1,
2025 (the "EXPIRATION DATE") by the holder hereof, in whole or in part, on any
business day by:
(a) the presentation of this Warrant, together with a
duly executed copy of the Exercise Form attached hereto as Exhibit A
and the other documentation set forth therein, to the Secretary of the
Company at its principal offices, upon which presentation the Secretary
of the Company shall make appropriate notations in the stock transfer
records (and other records, as appropriate) of the Company indicating
the number of shares of Common Stock issued pursuant to such exercise
and the number of shares of Common Stock, if any, into which the
Warrant thereafter shall remain exercisable; and
(b) the payment, by wire transfer of immediately
available funds or certified or official bank check payable to the
order of the Company of an amount equal to the amount obtained by
multiplying (i) the number of shares of Common Stock designated in such
Exercise Form by (ii) the Exercise Price.
This Warrant shall expire on the Expiration Date.
2. CERTIFICATES FOR SHARES OF COMMON STOCK. As soon as
practicable after the proper exercise of this Warrant in whole or in part, and
in any event within 30 days thereafter, the Company will cause to be issued in
the name of and delivered to the holder hereof or, at such holder's direction,
to a custodian or nominee appointed by such holder:
(a) a certificate or certificates for the number of duly
authorized, validly issued, fully paid and non-assessable shares of
Common Stock to which the holder hereof shall be entitled upon such
exercise;
(b) in case such exercise is in part only, a new Warrant
of like tenor, calling on its face for the number of shares of Common
Stock equal to the number of such shares called for on the face of this
Warrant minus the
2
<PAGE>
number of such shares designated by the holder hereof upon such
exercise as provided in Section 1 hereof.
3. RESERVATION OF SHARES OF COMMON STOCK. The Company
covenants that it will at all times prior to the expiration of this Warrant keep
available such number of authorized shares of its Common Stock issuable upon
exercise of the Warrant, which will be sufficient to permit the exercise of the
Warrant for the full number of shares of Common Stock into which the Warrant is
exercisable during the exercise period specified herein. The Company further
covenants that such shares of Common Stock, when issued pursuant to the exercise
of this Warrant, will be duly and validly issued, fully paid and nonassessable.
4. ADJUSTMENT OF NUMBER OF SHARES OF COMMON STOCK. The
number and kind of securities purchasable upon exercise of the Warrant shall be
subject to adjustment from time to time as follows:
(a) SUBDIVISIONS, COMBINATIONS AND OTHER ISSUANCES. If
the Company shall at any time prior to the Expiration Date subdivide
its Common Stock by stock split or otherwise, or combine its capital
stock by reverse stock split or otherwise, or issue additional
securities as a dividend with respect to any shares of its Common
Stock, as the case may be, the number of shares of Common Stock
issuable on the exercise of this Warrant shall forthwith be
proportionately increased and the Exercise Price shall be
proportionately decreased in the case of a subdivision or stock
dividend, and the number of shares of Common Stock issuable on the
exercise of this Warrant shall forthwith be proportionately decreased
and the Exercise Price shall be proportionately increased in the case
of a combination. Any adjustment under this Section 4(a) shall become
effective at the close of business on the date the subdivision or
combination becomes effective, or as of the record date of such
dividend, or in the event that no record date is fixed, upon the
payment of such dividend.
(b) RECONSTRUCTION. If, prior to the Expiration Date, the
Company effects a capital reconstruction (other than a subdivision,
combination or stock dividend covered by paragraph (a) above), merger,
in which it is the surviving entity, consolidation, in which it is the
surviving entity, or any return of capital or other capital
distribution, except for periodic distributions made PRO RATA among the
shareholders of a class of stock or units which are not in redemption
of any shares of Common Stock, or any similar capital
3
<PAGE>
transaction that would affect the capital structure of the Company,
excluding any payment of an ordinary cash dividend in respect of the
operations of the Company, then in such event (i) the number of shares
of Common Stock issuable upon exercise hereof, (ii) the Exercise Price,
or (iii) some or all of such factors, will be adjusted, as appropriate,
in a manner (x) approved by the Company and the holder hereof and (y)
which is fair and equitable to the holder hereof and the holders of
Common Stock.
(c) MERGERS, ETC. If, prior to the Expiration Date, the
Company shall be merged or consolidated into a new entity or if the
Company shall transfer all or substantially all of its assets to
another entity, then upon a subsequent exercise of this Warrant, the
holder hereof shall be entitled to receive securities in the new
transferee entity equal to what the holder hereof would have received
had it exercised this Warrant, owned shares of Common Stock immediately
prior to such transaction and participated in such transaction.
(d) NOTICE OF ADJUSTMENT. When any adjustment is required
to be made in the number or kind of shares purchasable upon exercise of
this Warrant, the Company promptly shall notify the holder of this
Warrant of such event and of the number of shares and the type of
securities or property thereafter purchasable upon exercise of this
Warrant.
(e) DISPUTES. If a dispute arises between the Company and
the holder hereof in relation to an adjustment to: (i) the number of
shares of Common Stock issuable upon exercise hereof, (ii) the Exercise
Price, or (iii) some or all of such factors, to be made pursuant to
this Section 4, either party is entitled to refer the dispute (but no
other dispute hereunder) to an Expert. "EXPERT" means an independent,
international investment banking firm agreed to by the Company and the
holder hereof, or (in default of agreement), an independent,
international investment banking firm nominated (at the request of any
party) by the President of the Australian Institute of Chartered
Accountants. The Expert must: (1) resolve the dispute in a timely
manner as an expert and not as an arbitrator, and (2) determine the
party or parties responsible for paying the costs of the Expert having
regard to his findings concerning resolution of the dispute, provided
that the holder hereof will not bear any expense in excess of its PRO
RATA interest in the Company, determined after any adjustment in
accordance with this Section 4.
4
<PAGE>
5. NO FRACTIONAL SHARES OR SCRIP. No fractional shares
or scrip representing fractional shares shall be issued upon the exercise of
this Warrant, but in lieu of such fractional shares the Company shall make a
cash payment therefor on the basis of the exercise price then in effect with
respect to this Warrant.
6. RESTRICTIONS ON TRANSFER AND EXERCISABILITY.
(a) The shares of Common Stock or other securities
receivable upon exercise hereof are subject to the ownership
limitations set forth in the Company's Restated Articles of
Incorporation.
(b) This Warrant and the Common Stock issuable upon
exercise hereof may be transferred, sold, pledged, hypothecated or
otherwise disposed of, and this Warrant may not be exercised, if
(i)(A) such disposition or exercise is pursuant to an effective
registration statement under the Securities Act, of 1933, as amended
(the "Securities Act") (B) the holder hereof shall have delivered to
the Company an opinion of counsel, which opinion and counsel shall be
satisfactory to the Company, to the effect that such disposition or
exercise is exempt from the provisions of Section 5 of the Securities
Act, (C) a no-action letter from the Securities and Exchange
Commission, satisfactory to counsel for the Company, shall have been
obtained with respect to such disposition or exercise, or (D) the
Warrant or Common Stock is being exercised by (or transferred to) an
affiliate of the Company and (ii) such disposition or exercise is
pursuant to registration under any applicable state securities laws or
an exemption therefrom.
(c) Any transfer, sale, pledge, hypothecation or other
disposal of this Warrant that is made in accordance with Section 6(b)
shall be in whole and not in part.
(d) Each Warrant certificate shall bear the legend set
forth on the first page of this certificate.
(e) Any certificates representing Common Stock issued
upon exercise hereof shall bear the following legends:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE
TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF ONLY IF (A) (i) SUCH DISPOSITION IS
5
<PAGE>
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); (ii) THE HOLDER HEREOF
SHALL HAVE DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION
AND COUNSEL SHALL BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT
SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT; (iii) A NO-ACTION LETTER FROM THE SECURITIES AND
EXCHANGE COMMISSION, SATISFACTORY TO COUNSEL FOR THE ISSUER, SHALL HAVE
BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION; OR (iv) THE SECURITIES
ARE BEING TRANSFERRED TO AN AFFILIATE OF THE ISSUER. AND (B) SUCH
DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE
SECURITIES LAWS OR IN EXEMPTION THEREFROM.
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE
ISSUER'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST
UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NO
INDIVIDUAL MAY BENEFICIALLY OWN COMMON SHARES IN EXCESS OF THE THEN
APPLICABLE OWNERSHIP LIMIT WITH RESPECT TO COMMON SHARES, WHICH MAY
DECREASE OR INCREASE FROM TIME TO TIME, UNLESS SUCH INDIVIDUAL IS AN
EXISTING HOLDER. ANY INDIVIDUAL WHO ATTEMPTS TO BENEFICIALLY OWN
SHARES IN EXCESS OF THE ABOVE LIMITATION MUST IMMEDIATELY NOTIFY THE
COMPANY. ALL TERMS USED IN THIS LEGEND WITHOUT DEFINITION HAVE THE
MEANINGS DEFINED IN THE ISSUER'S RESTATED ARTICLES OF INCORPORATION,
AS THE SAME MAY BE FURTHER AMENDED FROM TIME TO TIME, A COPY OF WHICH,
INCLUDING THE RESTRICTIONS ON OWNERSHIP AND TRANSFER, WILL BE SENT
WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. IF THE
RESTRICTIONS ON OWNERSHIP AND TRANSFER ARE VIOLATED, THE COMMON SHARES
REPRESENTED HEREBY WILL BE AUTOMATICALLY EXCHANGED FOR EXCESS SHARES
AND WILL BE DEEMED TRANSFERRED TO A SPECIAL TRUST AS PROVIDED IN THE
RESTATED ARTICLES OF INCORPORATION.
6
<PAGE>
THIS SECURITY IS ISSUED PURSUANT TO AND IS SUBJECT TO THE TERMS AND
CONDITIONS OF THE ISSUER'S RESTATED ARTICLES OF INCORPORATION, AS
AMENDED, LIMITING THE NUMBER OF HOLDERS OF RECORD OF THE ISSUER'S
COMMON STOCK.
7. SUCCESSORS AND ASSIGNS. The terms and provisions of
this Warrant shall inure to the benefit of, and be binding upon, the Company and
the holder hereof and their respective successors and assigns.
8. AMENDMENTS. This Warrant may not be supplemented,
amended or otherwise modified without the prior written consent of the Company
and the holder hereof. Any such amendment shall be binding upon each subsequent
holder of this Warrant.
9. GOVERNING LAW. This Warrant shall be governed by the
laws of the State of New York as applied to agreements among New York residents
made and to be performed entirely within the State of New York.
WESTFIELD AMERICA, INC.,
a Missouri corporation
By: /s/ Irv Hepner
--------------------------------
Name: Irv Hepner
Title: Secretary
7
<PAGE>
EXHIBIT A
EXERCISE FORM
(To be executed upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the
right, represented by the attached Warrant, to purchase _________ shares of
Common Stock of Westfield America, Inc. (the "COMPANY", par value $.01 per share
("COMMON STOCK"), as provided for in the Warrant Certificate and herewith
tenders in payment for such shares of Common Stock payment of the purchase price
in full in the form of cash or a check payable to the order of the Company in
the amount of $_____, all in accordance with the terms of the Warrant
Certificate. The undersigned requests that a certificate for such shares of
Common Stock be registered in the name of ___________________________, whose
address is ________________________________________, and that such certificate
shall be delivered to _____________________________ at the following address:
_______________________________________________________________________
The undersigned hereby acknowledges and agrees:
(a) the undersigned has read the restrictions on exercise
and on transferability set forth in the Warrant Certificate and in the Company's
Restated Articles of Incorporation. The undersigned is acquiring the Common
Stock for its own account and not with a view to, or for sale in connection
with, any distribution thereof that would violate or require registration under
any U.S. federal or state securities or "Blue Sky" laws. The undersigned
understands that the Common Stock has not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT"), may be
offered or sold only in accordance with the Warrant Certificate and shall be
required to bear a legend as set forth in the Warrant Certificate and in the
Company's Restated Articles of Incorporation. The undersigned agrees, on its
own behalf and on behalf of any account(s) for which the undersigned is acting
as hereinafter stated, that if the undersigned should reoffer,
A-1
<PAGE>
resell, pledge or transfer any Common Stock, the undersigned will do so only in
accordance with the Warrant Certificate; and
(b) APPLICABLE PARAGRAPH TO BE INSERTED
NOTE 1: the following paragraph to be included in a notice of exercise by the
Responsible Entity of Westfield America Trust ("WAT EXERCISE"):
[The undersigned is the Responsible Entity of Westfield America Trust, an
Australian public unit trust].
and insert if desired:
[The undersigned directs that the shares of Common Stock referred to in this
Exercise Form are to be registered in the name of the following person, being a
[custodian/nominee] appointed by it to hold such assets.]
NOTE 2: the following paragraph to be included in a notice of exercise other
than a WAT Exercise:
[We are delivering herewith [a written opinion of a nationally recognized United
States counsel, which opinion and counsel shall be satisfactory to the Company,]
[a no-action letter from the Securities and Exchange Commission, satisfactory to
counsel to the Company] to the effect that the offer of the Common Stock to and
the purchase of the Common Stock by the undersigned is exempt from registration
under the Securities Act.]
Dated:____________________
WESTFIELD AMERICA
MANAGEMENT LIMITED
By: ------------------------------
Name:
Title:
A-2
