<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON APRIL 10, 2000
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
<TABLE>
<S> <C>
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
WESTFIELD AMERICA, INC.
----------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
</TABLE>
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
[LOGO]
April 10, 2000
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend our
Annual Meeting of Shareholders to be held at 11:30 a.m. on Monday, May 8, 2000
at The Peninsula, 700 Fifth Avenue, New York, New York.
We have enclosed with this letter a notice of meeting, proxy statement,
proxy card and return envelope. We have also enclosed your 1999 Annual Report.
Your vote is important. Whether or not you plan to attend, please date and
sign the enclosed proxy card and return it in the envelope provided. If you plan
to attend the meeting, you may vote in person.
I look forward to your participation.
Sincerely,
/s/ Frank P. Lowy
Frank P. Lowy AC
CHAIRMAN OF THE BOARD
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF
WESTFIELD AMERICA, INC.
The Annual Meeting of Shareholders of WESTFIELD AMERICA, INC. will be held
on Monday, May 8, 2000, at The Peninsula, 700 Fifth Avenue, New York, New York
at 11:30 a.m., to consider and take action on the following:
1. To elect three directors;
2. To approve the issuance of Westfield America's common stock upon
conversion of Westfield America's Series E Preferred Shares if then
held by a substantial security holder of Westfield America or other
restricted security holder under the New York Stock Exchange rules;
3. To approve the issuance of a warrant to purchase Westfield America's
common stock to a substantial security holder of Westfield America or
other restricted security holder under the New York Stock Exchange
rules;
4. To ratify the appointment of Ernst & Young LLP as Westfield America's
independent auditors for the 2000 fiscal year; and
5. To transact any other business that may properly be brought before
the Annual Meeting.
Holders of record of Westfield America's common stock are entitled to vote
on all of the proposals. Holders of record of Westfield America's Series C
Preferred Shares, Series C-1 Preferred Shares and Series C-2 Preferred Shares
are entitled to vote on Proposals 2 and 3. Only holders of record at the close
of business on March 22, 2000, will be entitled to vote at the annual meeting or
any adjournment of the annual meeting.
Whether or not you plan to attend the annual meeting, please date, sign and
complete the enclosed proxy and return it promptly in the envelope provided. It
is important that your shares be represented at the annual meeting, and your
promptness will assist us to prepare for the annual meeting and to avoid the
cost of a follow-up mailing. If you receive more than one proxy card because you
own shares registered in different names or at different addresses, each proxy
card should be completed and returned.
By Order of the Board of Directors
/s/ Irv Hepner
Irv Hepner
SECRETARY
Dated: April 10, 2000
<PAGE>
WESTFIELD AMERICA, INC.
11601 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90025
------------------------
PROXY STATEMENT
---------------------
GENERAL INFORMATION
ANNUAL MEETING
The annual meeting will be held on May 8, 2000 at 11:30 a.m. at The
Peninsula, 700 Fifth Avenue, New York, New York.
RECORD DATE
The record date is March 22, 2000. If you were a shareholder at that time,
you may vote at the annual meeting. Holders of record of shares of Westfield
America's common stock, par value $.01 per share (the "Common Shares") are
entitled to vote on all of the proposals. Holders of record of shares of
Westfield America's Series C Cumulative Convertible Redeemable Preferred Stock
(the "Series C Preferred Shares"), Series C-1 Cumulative Convertible Redeemable
Preferred Stock (the "Series C-1 Preferred Shares") and Series C-2 Cumulative
Convertible Redeemable Preferred Stock (the "Series C-2 Preferred Shares") are
entitled to vote on Proposals 2 and 3. At the close of business on March 22,
2000 Westfield America had:
- 73,346,541 Common Shares issued and outstanding, each entitled to one
vote;
- 416,667 Series C Preferred Shares issued and outstanding, each entitled to
ten votes with respect to Proposals 2 and 3 (voting as a single class with
the Common Shares);
- 138,889 Series C-1 Preferred Shares issued and outstanding, each entitled
to ten votes with respect to Proposals 2 and 3 (voting as a single class
with the Common Shares); and
- 138,889 Series C-2 Preferred Shares issued and outstanding, each entitled
to ten votes with respect to Proposals 2 and 3 (voting as a single class
with the Common Shares).
FIRST MAILING DATE
This Proxy Statement, the Notice of Annual Meeting of Shareholders and the
accompanying proxy card are being mailed to shareholders on or about April 10,
2000.
PROXY SOLICITATION
This proxy is being solicited by Westfield America's board of directors.
Westfield America pays for the cost of soliciting the proxies. In addition to
soliciting proxies by mail, directors and officers of Westfield America may
solicit proxies by telephone or otherwise. Westfield America reimburses
brokerage firms and others for their expenses in sending proxies and proxy
materials to shareholders.
QUORUM REQUIREMENT
A quorum of shareholders is necessary to have a valid meeting. The presence,
in person or by proxy, of a majority of the shares entitled to vote at the
annual meeting will constitute a quorum for the annual
1
<PAGE>
meeting. Abstentions and broker non-votes are counted as present for
establishing a quorum. A broker non-vote occurs when a broker votes on some
matters on the proxy card but not on others because the broker does not have the
authority to do so.
INFORMATION ABOUT VOTING
You can vote on matters presented at the annual meeting either by returning
a completed proxy to Westfield America or by voting in person at the annual
meeting. All proxies will be voted in accordance with the instructions
specified. If you return your proxy, but do not indicate how you wish to vote
regarding a proposal, the persons named as proxies on the accompanying proxy
card will vote:
- FOR the election of the three directors;
- FOR the issuance of Common Shares upon conversion of Westfield America's
Series E Cumulative Convertible Redeemable Preferred Stock (the "Series E
Preferred Shares") if then held by a substantial security holder of
Westfield America or other restricted holder under the New York Stock
Exchange rules;
- FOR the issuance of a warrant to purchase Common Shares to a substantial
security holder of Westfield America or other restricted holder under the
New York Stock Exchange rules;
- FOR the appointment of Ernst & Young LLP as Westfield America's
independent auditors for the 2000 fiscal year.
Management does not know of any other matters to be presented for action at the
annual meeting. However, if any other matter properly comes before the annual
meeting, the proxies will vote on the matter in their discretion.
REVOKING YOUR PROXY
You can revoke your proxy before it is voted at the meeting by sending a
signed revocation letter or a new proxy, dated later than the first proxy, to
Irv Hepner, Westfield America's Secretary. You can also revoke your proxy at the
annual meeting, if you attend the annual meeting and ask that it be revoked.
INFORMATION ABOUT WESTFIELD AMERICA, INC.
The principal executive offices of Westfield America, Inc. are located at
11601 Wilshire Boulevard, Los Angeles, California 90025 (telephone--(310)
478-4456).
2
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
BOARD STRUCTURE
Westfield America currently has nine directors. The nine directors are
divided into three classes.
THE ELECTION
The three directors whose regular terms of office expire at the 2000 annual
meeting have been nominated for reelection to Westfield America's board of
directors to hold office until 2003. Information about these directors is given
below. If elected, each director would serve a term of three years and until his
successor is elected and qualified. The other directors are not up for election
this year and are expected to continue in office for the remainder of their
terms.
You may specify on your proxy card whether your shares should be voted for
all, some, or none of the nominees for director. To be elected, a nominee must
receive the affirmative vote of a majority of the Common Shares cast for the
nominee, provided that all shares cast for the nominee represent a majority of
the Common Shares entitled to vote for the nominee. Abstentions will effectively
count as a vote AGAINST the nominees listed below.
The board of directors has no reason to believe that any of the listed
nominees will not serve if elected. If, however, any nominee cannot or will not
serve as a director, the persons named on your proxy card may vote for a
substitute nominee designated by the board of directors unless you withhold
authority for them to vote for a substitute.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
EACH OF THE NOMINEES LISTED BELOW
NOMINEES FOR ELECTION AS DIRECTORS TO HOLD OFFICE
UNTIL THE 2003 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- -------- --------------------------------------------------------
<S> <C> <C>
Frank P. Lowy, AC...................... 69 Frank P. Lowy was appointed a director of Westfield
America in 1994 and has been Chairman of Westfield
America since 1994. He is Chairman of the board of
directors and co-founder of Westfield Holdings. He is a
Member of the Board of the Reserve Bank of Australia and
a director of the Daily Mail and General Trust plc
(U.K.). Frank P Lowy is the father of David H. Lowy and
Peter S. Lowy, both directors of Westfield America.
Francis T. Vincent, Jr................. 61 Francis T. Vincent, Jr. was appointed a director of
Westfield America in May 1997. Mr. Vincent served as the
eighth Commissioner of Major League Baseball from
September 13, 1989 to September 7, 1992. Since 1992,
Mr. Vincent has served on a variety of corporate boards.
Prior to 1989, Mr. Vincent was President and Chief
Executive Officer of Columbia Pictures
Industries, Inc., Chairman and Chief Executive Officer
of Coca-Cola Company Entertainment Business Sector and
Executive Vice President of the Coca-Cola Company.
Mr. Vincent also served as Associate Director of the
Division of Corporation Finance of the U.S. Securities
and Exchange Commission. Mr. Vincent received his law
degree from Yale Law School in 1963 and is a member of
the Bar in New York, Connecticut and the District of
Columbia. Mr. Vincent is a member of the boards of
directors of Time Warner, Inc. and Oakwood Homes
Corporation.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- -------- --------------------------------------------------------
<S> <C> <C>
Larry A. Silverstein................... 68 Larry A. Silverstein was appointed a director of
Westfield America in May 1997. Since 1979,
Mr. Silverstein has been President of Silverstein
Properties, Inc., a Manhattan-based real estate
investment and development firm which owns interests in
and operates over 10 million square feet of office
space. Mr. Silverstein is a member of the New York Bar,
and a Governor of the Real Estate Board of New York,
having served as its Chairman. He is a trustee of New
York University and is the founder and Chairman Emeritus
of the New York University Real Estate Institute. He is
Chairman of the Realty Foundation, Vice Chairman of the
South Street Seaport Museum, and a board member of the
Museum of Jewish Heritage.
</TABLE>
The names of the remaining directors of Westfield America whose terms of
office will continue after the 2000 annual meeting and certain information about
them, are set forth below.
DIRECTORS WHOSE TERMS OF OFFICE
WILL EXPIRE AT THE 2002 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- -------- --------------------------------------------------------
<S> <C> <C>
David H. Lowy.......................... 45 David H. Lowy was appointed a director of Westfield
America in 1996. Mr. Lowy joined Westfield Holdings
Limited in 1977 and has served as a Managing Director of
Westfield Holdings since 1987 and as a director of
Westfield Holdings since 1982. He worked for Westfield
Holdings in the United States from 1977 to 1981. He
holds a Bachelor of Commerce degree from the University
of New South Wales. He is a member of the Presidents
Council of the New Children's Hospital, Westmead and a
Founding Governor of the Australian Naval Aviation
Museum. David H. Lowy is a son of Frank P. Lowy,
Chairman of Westfield America and a brother of Peter S.
Lowy, a director of Westfield America.
Herman Huizinga........................ 66 Herman Huizinga was appointed a director of Westfield
America in 1997. Between 1986 and 1997, he was a member
of the Executive Board of ING Group, a major
international banking and insurance group headquartered
in the Netherlands. He served on many boards of
subsidiaries of ING, including as Executive Director of
Mercantile Mutual (Group) Australia from 1982 to 1986.
He serves on the boards of Eye Hospital Rotterdam
(Chairman 1987-1997) and Industrial Tunnel Methodology
(ITM) in Rotterdam. He has served on a variety of boards
in the Netherlands, including Club Rotterdam (Chairman
1995-1997), "Mandeville" (Erasmus University Award
Committee, Chairman 1996-1997) and Rotterdam
Philharmonic Orchestra.
Bernard Marcus......................... 70 Bernard Marcus was appointed a director of Westfield
America in September 1997. He is a co-founder of The
Home Depot, Inc., and is currently its Chairman of the
board of directors and has been for over 10 years. He is
also a member of the boards of directors of National
Services Industries, Inc. and DBT Online.
</TABLE>
4
<PAGE>
DIRECTORS WHOSE TERMS OF OFFICE
WILL EXPIRE AT THE 2001 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- -------- --------------------------------------------------------
<S> <C> <C>
Roy L. Furman.......................... 60 Roy L. Furman was appointed a director of Westfield
America in 1996. Since July 1999, Mr. Furman has served
as Vice Chairman of ING Barings, a securities brokerage
firm. Mr. Furman was Chairman and Chief Executive
Officer of Livent Inc. from April 1998 until June 1999.
In 1973, Mr. Furman co-founded Furman Selz, an
investment banking firm, for which he served at various
times as Chief Executive Officer, President and Vice
Chairman until April 1998. Mr. Furman currently serves
as a Vice Chairman of Lincoln Center for the Performing
Arts, Chairman Emeritus of The Film Society of Lincoln
Center, Vice President of the New York City Opera and is
a member of the board of the Broadway Television
Network. Mr. Furman is a graduate of Brooklyn College
and Harvard Law School.
Frederick G. Hilmer, AO................ 55 Frederick G. Hilmer was appointed a director of
Westfield America in 1996. Mr. Hilmer holds a degree in
Law from the University of Sydney, a Master in Law from
the University of Pennsylvania and an MBA from the
Wharton School of Finance. In November 1998, he was
appointed Chief Executive Officer of John Fairfax
Holdings Limited. He is Deputy Chairman of Westfield
Holdings Limited. Between 1989 and 1998, he was
Professor of Management at the Australian Graduate
School of Management in the University of New South
Wales. He has served as deputy chairman and director of
a number of major Australian companies. Prior to 1989 he
spent 19 years with McKinsey & Company.
Peter S. Lowy.......................... 41 Peter S. Lowy was appointed a director of Westfield
America in 1994. Mr. Lowy was an Executive Vice
President of Westfield America from 1994 until
March 1997 and is currently a Co-President of Westfield
America. He has been responsible for Westfield Holdings'
U.S. operations since 1990 after nearly a decade with
Westfield Holdings and its affiliates in Sydney. He was
appointed a director of Westfield Holdings in 1987 and a
Managing Director in 1997. Prior to joining Westfield
Holdings, he worked in investment banking in New York
and London. He holds a Bachelor of Commerce degree from
the University of New South Wales. Peter S. Lowy is a
son of Frank P. Lowy, Chairman of Westfield America and
a brother of David H. Lowy, a director of Westfield
America.
</TABLE>
BOARD MEETINGS AND COMMITTEES
Westfield America's board of directors met four times and took action by
unanimous written consent nine times in 1999. All directors attended 75% or more
of the meetings of the board of directors and each committee on which they
served.
THE AUDIT COMMITTEE
The Audit Committee of Westfield America's board of directors makes
recommendations concerning the engagement of independent public accountants,
reviews with the independent public accountants the plans and results of the
audit engagement, approves professional services provided by the independent
public accountants, reviews the independence of the independent public
accountants, considers the range
5
<PAGE>
of audit and non-audit fees and reviews the adequacy of Westfield America's
internal accounting controls. The current members of the Audit Committee are
Herman Huizinga, Francis T. Vincent, Jr. and Roy L. Furman. The Audit Committee
met three times and took action by unanimous written consent once in 1999.
THE NOMINATING COMMITTEE
The Nominating Committee makes recommendations to Westfield America's board
of directors for the election of directors of Westfield America. The current
members of the Nominating Committee are Frank P. Lowy, Roy L. Furman and Larry
A. Silverstein. The Nominating Committee took action by unanimous written
consent once in 1999. The Nominating Committee will consider nominees
recommended by shareholders. Recommendations should be submitted to the
Secretary of Westfield America.
THE EXECUTIVE COMMITTEE
The Executive Committee has all powers to act on behalf of Westfield
America's board of directors on all matters that may properly be considered by
the board of directors except for such matters as are required to be approved by
the independent directors or except as prohibited by law or by Westfield
America's By-Laws. The current members of the Executive Committee are Peter S.
Lowy, David H. Lowy and Francis T. Vincent, Jr. The Executive Committee took
action by unanimous written consent seven times in 1999.
NO COMPENSATION COMMITTEE
Subsidiaries of Westfield Holdings provide management, advisory and
development services to Westfield America. Westfield America has no employees.
Westfield America's board of directors, therefore, does not have a compensation
committee or other committee performing a similar function.
COMPENSATION OF DIRECTORS
Directors who are not officers of Westfield America or employees of
Westfield Holdings receive from Westfield America an annual fee of $40,000,
payable one-half in cash and one-half in Common Shares, and reimbursement of
expenses incurred in attending meetings and as a result of other work performed
for Westfield America.
LEGAL PROCEEDINGS
Roy L. Furman was appointed a director of Westfield America in 1996. From
April 1998 until June 1999, Mr. Furman was Chairman and Chief-Executive Officer
of Livent Inc., a company that specializes in theatrical productions. On
November 18, 1998, Livent and its United States-based subsidiaries filed
voluntary petitions for relief under Chapter 11 of title 11 of the United States
Code. On November 19, 1998, Livent filed a proceeding under the Creditor's
Companies Adjustment Act of Canada. In August 1998, Livent's management,
including Mr. Furman, discovered certain accounting irregularities which
prompted its board of directors to initiate an internal investigation. The
investigation overseen by the audit committee uncovered possible widespread
fraud perpetrated by certain former members of Livent's senior management.
6
<PAGE>
EXECUTIVE OFFICERS
Set forth below is the name and business experience of each of the executive
officers of Westfield America as of March 22, 2000, to the extent not provided
above.
<TABLE>
<CAPTION>
NAME AGE POSITION AND BACKGROUND
- ---- -------- ------------------------------------------------
<S> <C> <C>
Richard E. Green............................. 57 Richard E. Green was appointed Co-President of
Westfield America in May 1997. Mr. Green was
President of Westfield America from 1994 until
May 1997, and is currently a Co-President of
Westfield America. From 1980 to 1988 and from
1993 to the present he has held the position of
President of Westfield Holdings' U.S.
operations. From 1993 to the present, Mr. Green
has been President of Westfield
Corporation, Inc. From 1968 to 1980 he was
employed by Westfield America, which was then
owned by the May Company, and attained the title
of Executive Vice President. He is a Past
Trustee of the International Council of Shopping
Centers. Mr. Green holds a Bachelor of
Accounting and Finance from San Jose State
University.
Roger D. Burghdorf........................... 52 Roger D. Burghdorf was appointed a Senior
Executive Vice President of Leasing and Center
Management of Westfield America in 1996 and
became an Executive Vice President of Westfield
America in 1997. From 1989 to 1994,
Mr. Burghdorf was Executive Vice President and
Director of Leasing at Westfield America. He is
responsible for all leasing and management
services for Westfield America's shopping
centers throughout the United States.
Randall J. Smith............................. 50 Randall Smith has served as an Executive Vice
President of Westfield America since 1997. With
over 20 years of experience in the field,
Mr. Smith was Vice President at Westfield
America for nine years, before joining Westfield
Holdings in 1994. Mr. Smith has a Bachelor of
Arts in art and architecture and a Master in
Business Administration in Marketing from Miami
University.
Mark A. Stefanek............................. 45 Mark Stefanek was appointed Senior Vice
President and Chief Financial Officer of
Westfield America in 1995 and became Chief
Financial Officer and Treasurer in 1997. He
holds a Bachelor of Business Administra-
tion-Accounting from the University of Notre
Dame, is a certified public accountant and spent
the first seven years of his career at Arthur
Andersen. From 1985 to 1991 he was Chief
Financial Officer of Western Development
Corporation and for the three previous years he
was with Cadillac Fairview Urban Develop-
ment, Inc. From 1991 to 1994 he served as Vice
President, Finance and Administration for Disney
Development Company.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
NAME AGE POSITION AND BACKGROUND
- ---- -------- ------------------------------------------------
<S> <C> <C>
Dimitri Vazelakis............................ 46 Dimitri Vazelakis became Senior Executive Vice
President of Westfield America in 1995. In 1997,
Mr. Vazelakis was appointed Executive Vice
President of Westfield America. He holds a
Bachelor of Science in Civil Engineering and a
Masters in Business Administration and Finance
from New South Wales Institute of Technology.
Mr. Vazelakis joined Westfield Holdings in 1972,
came to Westfield Holdings' U.S. operations in
1986 and in 1989 he began heading activities in
development, design and construction. Between
1979 and 1986, he worked with Westfield Holdings
in Australia, attaining the position of Deputy
General Manager of Design and Construction.
Mr. Vazelakis is a member of the board of
directors of Marks Vazelakis, Inc.
Irv Hepner................................... 49 Irv Hepner was appointed Secretary of Westfield
America in 1997. He holds a Bachelor of Arts
degree in architecture from Yale College and a
Juris Doctor from Benjamin N. Cardozo School of
Law. From 1994 until his appointment as
Secretary of Westfield America, Mr. Hepner was a
partner in the firm of Loeb & Loeb LLP in New
York City. Prior to that, from 1983 to 1993, he
was first an associate and then a partner with
the firm of Mayer, Brown & Platt in New York
City, and was previously associated with Willkie
Farr & Gallagher from 1982 to 1983 and
Debevoise & Plimpton from 1979 to 1982.
</TABLE>
EXECUTIVE COMPENSATION
Westfield America has no employees and none of the executive officers named
above receives any compensation for services rendered to Westfield America.
Westfield America does not have any retirement, incentive, bonus, stock based or
other employee benefit plans. All of Westfield America's executive officers are
compensated by Westfield Holdings or its subsidiaries.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Frank P. Lowy, Chairman of Westfield America and Chairman of Westfield
Holdings serves on the Compensation Committee of Westfield Holdings.
8
<PAGE>
PERFORMANCE COMPARISON
STOCK PRICE PERFORMANCE GRAPH
The following graph shows the yearly percentage change in cumulative total
shareholder return on Westfield America's Common Shares from May 16, 1997, the
date on which the Common Shares began trading on the New York Stock Exchange
through December 31, 1999. The graph also shows the cumulative total return of
the Standard & Poor's 500 Composite Index and the NAREIT Equity Retail Return
Index during that period. The graph assumes $100 was invested on May 16, 1997 in
each of Westfield America's Common Shares and the Standard & Poor's 500
Composite Index and on May 30, 1997 in the NAREIT Equity Retail Return Index
(that Index not being available until May 30, 1997) and assumes the reinvestment
of all dividends. Westfield America has selected the NAREIT Equity Retail Return
Index because it believes that it offers shareholders the best basis for
assessing total shareholder return on the Common Shares and comparing it to the
results of comparable retail real estate investment trusts. The comparisons in
this table are required by the Securities and Exchange Commission and are not
intended to forecast or be indicative of possible future performance of
Westfield America's Common Shares.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
WESTFIELD AMERICA S&P 500 NAREIT EQUITY RETAIL INDEX
<S> <C> <C> <C> <C>
16-May-97 (1) $100.00 $100.00 $100.00
31-Dec-97 $117.18 $116.81 $114.78
31-Dec-98 $128.69 $149.91 $109.10
31-Dec-99 $102.67 $181.22 $96.26
</TABLE>
(1) May 30, 1997 for the NAREIT Equity Retail Return Index
9
<PAGE>
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table lists the beneficial ownership of Westfield America's
Common Shares as of March 22, 2000 for Westfield America's directors, executive
officers and holders of more than 5% of Westfield America's outstanding Common
Shares. "Beneficial Ownership" includes shares a director, officer or 5%
shareholder has the power to vote or transfer and stock options and warrants
that are exercisable currently or within 60 days. Unless otherwise indicated,
the business address of each beneficial owner is c/o Westfield America, Inc.,
11601 Wilshire Boulevard, Los Angeles, California 90025.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF OUTSTANDING
COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED OWNED
- ---------------- ------------- -------------
<S> <C> <C>
Westfield America Trust..................................... 56,405,618(1) 64.7%(1)
c/o Perpetual Trustee Company Limited
The National Manager
Property Trusts
Perpetual Trustees of Australia Limited
Level 7
1 Castlereagh Street
Sydney, Australia
Westfield Holdings Limited; Westfield American Investments
Pty. Limited; Westfield America Management Limited
c/o Westfield Holdings Limited
Level 24 Westfield Towers
100 William Street
Sydney, NSW 2011
Australia
and
Westfield Corporation, Inc.................................. 73,253,470(2)(3) 81.4%(2)(3)
Cordera Holdings Pty. Limited; PM Capital Absolute
Performance Fund; Frank P. Lowy; David H. Lowy; Steven M.
Lowy
c/o Westfield Holdings Limited
Level 24 Westfield Towers
100 William Street
Sydney, NSW 2011
Australia
and
Peter S. Lowy............................................... 73,928,270(3) 82.1%(3)
Security Capital Preferred Growth Incorporated.............. 6,944,450(4) 8.6%
11 South LaSalle Street, 2(nd) Floor
Chicago, Illinois 60603
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF OUTSTANDING
COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OWNED OWNED
- ---------------- ------------- -------------
<S> <C> <C>
Roy L. Furman............................................... 62,396 *
Frederick G. Hilmer......................................... 18,396 *
Bernard Marcus.............................................. 12,630 *
Larry A. Silverstein........................................ 14,396(5) *
Francis T. Vincent, Jr...................................... 52,396 *
Richard E. Green............................................ 252,000 *
Herman Huizinga............................................. 4,636 *
Randall J. Smith............................................ 7,000 *
Mark A. Stefanek............................................ 29,295 *
Roger D. Burghdorf.......................................... 200 *
Dimitri Vazelakis........................................... 2,500 *
Irv Hepner.................................................. 3,900 *
All directors and executive officers as a group (16 74,388,015(3) 82.6%(3)
persons)..................................................
</TABLE>
- ------------------------
* Less than 1%.
(1) A report on Schedule 13D, dated May 30, 1997, as amended, disclosed that
this figure includes 8,335,648 shares issuable upon exercise of outstanding
warrants to purchase Common Shares, 416,667 shares of Series D Cumulative
Convertible Redeemable Preferred Stock (the "Series D Preferred Shares") and
138,889 shares of Series D-1 Cumulative Convertible Redeemable Preferred
Stock (the "Series D-1 Preferred Shares"). All of the Common Shares;
warrants; Series D Preferred Shares and Series D-1 Preferred Shares are held
by Perpetual Trustee Company Limited as Custodian of the assets of Westfield
America Trust (the "Custodian"), an Australian public property trust.
Westfield America Trust is a "single responsible entity" trust. Westfield
America Management Limited, a subsidiary of Westfield Holdings, is the
Responsible Entity of Westfield America Trust and directs the vote, in its
absolute discretion, of all Common Shares held by the Custodian for the
benefit of the Westfield America Trust. Accordingly, Westfield America
Management has the power to direct the vote, in its absolute discretion, of
42,514,410 Common Shares (50,850,058 Common Shares assuming exercise of the
outstanding warrants and 56,405,618 Common Shares assuming conversion of
Series D Preferred Shares and Series D-1 Preferred Shares held by Westfield
America Trust (each Series D Preferred Share and Series D-1 Preferred Share
is currently convertible into ten Common Shares)). If Proposal 2 is
approved, as described below, Westfield America Trust will beneficially own
61,183,398 Common Shares, or 66.5% of the outstanding Common Shares, and
Westfield America Management will have the power, in its absolute
discretion, to direct the vote of all of such Common Shares. If Proposal 3
is approved, as described below, Westfield America Trust will beneficially
own 64,023,398 Common Shares, or 67.5% of the outstanding Common Shares, and
Westfield America Management will have the power, in its absolute
discretion, to direct the vote of all of such Common Shares. The Custodian
disclaims beneficial ownership of such shares. References to beneficial
ownership are made herein solely with respect to U.S. securities laws and
are not intended to refer or apply in any respect to Australian legal
matters.
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(2) A report on Schedule 13D, dated May 30, 1997, as amended, disclosed that
this figure includes 16,847,852 of the Common Shares are held by
wholly-owned subsidiaries of Westfield Holdings. This figure includes
277,778 Series D Preferred Shares held by Westfield American Investments, a
wholly-owned subsidiary of Westfield Holdings. The balance represents Common
Shares held in the name of the Custodian for the benefit of Westfield
America Trust. Solely for purposes of U.S. securities laws, Westfield
Holdings may be deemed to have beneficial ownership of the shares owned by
the Custodian because its subsidiary, Westfield America Management, is the
Responsible Entity of Westfield America Trust. As described in footnote
(1) above, Westfield America Management has the power, in its absolute
discretion, to direct the vote of all Common Shares held by the Custodian
for the benefit of Westfield America Trust. Westfield America Management has
no pecuniary interest in such shares although Westfield Holdings has a
pecuniary interest in 22.2% of the shares held by Westfield America Trust
because it owns units of Westfield America Trust. If Proposal 2 is approved,
as described below, Westfield Holdings will beneficially own 78,031,250
Common Shares, or 82.3% of the outstanding Common Shares and Westfield
America Management will have the power, in its absolute discretion, to
direct the vote of 61,183,398 Common Shares held by the Custodian for the
benefit of Westfield America Trust, if the outstanding warrants are
exercised and the Series D, D-1 and E Preferred Shares are converted to
Common Shares. If Proposal 3 is approved, as described below, Westfield
Holdings will beneficially own 80,871,250 Common Shares or 82.8% of the
outstanding Common Shares and Westfield America Management will have the
power, in its absolute discretion, to direct the vote of 64,023,398 Common
Shares held by the Custodian for the benefit of Westfield America Trust, if
the outstanding warrants and the 2000 Warrant are exercised and the
Series D, D-1 and E Preferred Shares are converted to Common Shares.
References to beneficial ownership are made herein solely with respect to
U.S. securities laws and are not intended to refer or apply in any respect
to Australian legal matters.
(3) Cordera Holding Pty. Limited and Frank, David, Steven and Peter Lowy may be
deemed to beneficially own 32.16% of the outstanding ordinary shares of
Westfield Holdings and, as such, Frank, David, Steven and Peter Lowy may be
deemed solely for purposes of U.S. securities laws to beneficially own the
73,928,270 Common Shares indicated as owned and deemed beneficially owned by
Westfield Holdings as set forth in footnote (2) above. If Proposal 2 is
approved, as described below, Frank, David, Steven and Peter Lowy may be
deemed solely for purposes of U.S. securities laws to beneficially own
78,706,050 Common Shares or 83.0% of the outstanding Common Shares. If
Proposal 3 is approved, as described below, Frank, David, Steven and Peter
Lowy may be deemed solely for purposes of United States securities laws to
beneficially own 81,546,050 Common Shares or 83.5% of the outstanding Common
Shares. Frank, David, Steven and Peter Lowy disclaim beneficial ownership of
such securities. References to beneficial ownership are made herein solely
with respect to U.S. securities laws and are not intended to refer or apply
in any respect to Australian legal matters. See "Directors."
(4) Pursuant to the Schedule 13G filed on February 12, 1999 with the Securities
and Exchange Commission, 4,166,670 shares, 1,388,890 shares and 1,388,890
shares represent Common Shares that are issuable by Westfield America upon
the conversion of 416,667 Series C Preferred Shares, 138,889 Series C-1
Preferred Shares and 138,889 Series C-2 Preferred Shares, respectively. Each
Series C Preferred Share, Series C-1 Preferred Share and Series C-2
Preferred Share is currently convertible into 10 Common Shares.
(5) 12,000 of the Common Shares are owned by Mr. Silverstein's wife. Mr.
Silverstein disclaims beneficial ownership of such Common Shares.
Except as set forth above, no director or executive officer of Westfield
America owns Common Shares.
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH WESTFIELD HOLDINGS LIMITED
ADVISORY, MANAGEMENT AND DEVELOPMENT SERVICES TO WESTFIELD AMERICA, INC.
Westfield America has no employees and relies on subsidiaries of Westfield
Holdings for the management of Westfield America and its properties. These
services are provided under a series of agreements between Westfield America and
subsidiaries of Westfield Holdings.
Westfield America's board of directors monitors the performance under the
advisory, management and development agreements with Westfield Holdings. These
financial arrangements and any other transactions in which Westfield Holdings
has a material interest must be approved by the independent directors and, in
certain instances, the Custodian. Independent directors are those members of
Westfield America's board of directors who:
- are not, and have not for the last 12 months been, directors, officers or
employees of Westfield Holdings or Westfield America Trust;
- are not affiliates of Westfield Holdings or Westfield America Trust or
officers or employees of such affiliates;
- are not members of the immediate family of any natural person described in
the two clauses immediately above; and
- are free from any relationship that would interfere with the exercise of
independent judgment as a director.
The independent directors may seek the advice of independent experts in carrying
out their duties. The agreements were negotiated by Westfield America and
Westfield Holdings. Westfield America believes that, although these agreements
were negotiated between associated parties, they reflect market terms.
WESTFIELD U.S. ADVISORY, L.P. AND THE ADVISORY AGREEMENT
SERVICES PROVIDED
Westfield U.S. Advisory, L.P., a Delaware limited partnership wholly-owned
by Westfield Corporation, Inc., a wholly-owned subsidiary of Westfield Holdings,
provides a variety of asset management and investment services for Westfield
America.
THE ADVISORY FEE
Under an advisory agreement, dated as of July 1, 1996, as amended in
May 1997 at the time of Westfield America's initial public offering, Westfield
U.S. Advisory, L.P. receives an annual fee equal to the lesser of 25% of "Funds
from Operations" in excess of the "Advisory F.F.O. Amount" and 0.55% of the "Net
Equity Value" of Westfield America's assets.
As of today, the "Advisory F.F.O. Amount" is $152.8 million. The "Advisory
F.F.O. Amount" is increased whenever Westfield America issues additional equity
by adding the "F.F.O. Adjustment Factor" to the then applicable Advisory F.F.O.
Amount. The "F.F.O. Adjustment Factor" is 103% (or 100% in the case of Common
Shares issued under any dividend reinvestment plan) multiplied by:
- a fraction the numerator of which is the aggregate "Funds From Operations"
of Westfield America for each of the four full calendar quarters
immediately preceding the date of the issuance and the denominator of
which is the aggregate number of Common Shares (on a fully diluted basis)
of Westfield America outstanding immediately prior to the date of the
issuance, multiplied by
- the number of additional Common Shares issued (on a fully diluted basis).
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"Funds From Operations" means net income (or loss) (computed in accordance with
Generally Accepted Accounting Principles), excluding gains (or losses) from debt
restructuring and sales of property, plus real estate related depreciation and
amortization and after adjustments for unconsolidated partnerships and joint
ventures.
The advisory fee is payable quarterly on the last business day of each
calendar quarter based on the annual budget for Funds From Operations for
Westfield America and is subject to year end adjustment based on actual Funds
From Operations for the year. "Net Equity Value" is based on shareholders'
equity as reflected in Westfield America's most recent quarterly financial
statements, as adjusted to reflect the most recent appraised value of Westfield
America's properties (which appraisals are performed on a rolling three-year
basis).
Westfield America paid an advisory fee of $9.8 million for the fiscal year
ended December 31, 1999.
TERM AND TERMINATION
The advisory agreement has an initial term of three years ending May 21,
2000 followed by automatic one-year renewals. After the initial three-year term,
the performance of Westfield U.S. Advisory, L.P. will be reviewed annually. The
advisory agreement may be terminated annually if the Custodian (so long as
Westfield America Trust owns at least 10% of the outstanding capital stock of
Westfield America) and at least 75% of the independent directors agree that the
performance of Westfield U.S. Advisory, L.P. is unsatisfactory and materially
detrimental to Westfield America or that the compensation payable to Westfield
U.S. Advisory, L.P. is not fair. Westfield U.S. Advisory, L.P., however, can
prevent a compensation termination by accepting a mutually acceptable reduction
of its fees. In addition, the advisory agreement may be terminated at any time,
for cause, which is defined as fraud, misappropriation of funds or willful
violation of the advisory agreement or if an event of default has occurred and
is continuing under the Garden State Plaza loan (as described below).
Westfield U.S. Advisory, L.P. can terminate the advisory agreement, if it
notifies Westfield America that advisory services shall cease to be one of the
major business undertakings of Westfield Holdings in the United States, except
that the advisory agreement will continue for a period of 180 days thereafter so
long as Westfield America is reasonably satisfied with Westfield U.S. Advisory,
L.P.'s ability to provide the required services during such period.
OFFICERS
The principal executive officers of the general partner of Westfield U.S.
Advisory, L.P. are Richard E. Green and Peter S. Lowy, the Co-Presidents of
Westfield America.
WESTFIELD CORPORATION AND THE MANAGEMENT AGREEMENTS
SERVICES PROVIDED
Westfield Corporation manages all of Westfield America's shopping centers.
MANAGEMENT FEES
For each of the wholly-owned shopping centers, Westfield Corporation
receives a property management fee from Westfield America equal to 5% of all
minimum, fixed and percentage rents received by Westfield America with respect
to the wholly-owned shopping centers, a lease preparation fee of $819 per
executed lease, and a tenant plan review fee of $1,092 per executed lease. For
the properties not wholly-owned by Westfield America, the fees payable to
Westfield Corporation are based on the terms of joint venture agreements between
Westfield America and its joint venture partners, but Westfield America's share
is subject to adjustment so that the aggregate fees payable by Westfield America
with respect to the joint venture properties are the same as are payable with
respect to the wholly-owned shopping centers.
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<PAGE>
Fees incurred for the year ended December 31, 1999 to Westfield Corporation
under these agreements totaled $10.2 million. In addition to the management
fees, Westfield Corporation was reimbursed for recoverable operating costs,
including mall related payroll costs, totaling $21.3 million for the year ended
December 31, 1999.
TERM AND TERMINATION
Each management agreement has an initial three-year term, ending May 21,
2000, followed by automatic one-year renewals. After the initial three-year
term, Westfield Corporation's performance will be reviewed annually. The
management agreements may be terminated annually, if the Custodian (so long as
Westfield America Trust owns at least 10% of the outstanding capital stock of
Westfield America) and at least 75% of the independent directors agree that
Westfield Corporation's performance is unsatisfactory and materially detrimental
to Westfield America or that the compensation paid to Westfield Corporation is
not fair. Westfield Corporation, however, can prevent a compensation termination
by accepting a mutually acceptable reduction of its fees. In addition, each of
the management agreements may be terminated at any time for cause, which is
defined as fraud, misappropriation of funds or willful violation of the
respective management agreements or if an event of default has occurred and is
continuing under the Garden State Plaza loan (as described below).
Westfield America has also agreed that so long as Westfield Corporation is
managing the centers under the management agreements, Westfield Corporation will
manage all wholly-owned properties acquired by Westfield America in the future
and that Westfield America will use its reasonable efforts to have Westfield
Corporation appointed as the manager with respect to any future joint venture
properties controlled by Westfield America.
Westfield Corporation can terminate the management agreements if it notifies
Westfield America that management of regional shopping centers shall cease to be
one of the principal business undertakings of Westfield Holdings in the United
States, except that the management agreements will continue for a period of
180 days thereafter so long as Westfield America is reasonably satisfied with
Westfield Corporation's ability to provide the required services during such
period.
OFFICERS
The principal executive officers of Westfield Corporation are Richard E.
Green and Peter S. Lowy, the Co-Presidents of Westfield America.
WESTFIELD CORPORATION AND THE DEVELOPMENT AGREEMENT
SERVICES PROVIDED
Westfield Corporation has entered into a master development framework
agreement with Westfield America under which Westfield America granted Westfield
Corporation the exclusive right to carry out expansion, redevelopment and
related work on Westfield America's wholly-owned shopping centers and agreed to
attempt to have Westfield Corporation to be hired to carry out similar
activities for the jointly owned shopping centers.
DEVELOPMENT FEES
Under the master development framework agreement, dated July 1, 1996,
Westfield Corporation is reimbursed for pre-development costs, subject to the
work being performed in accordance with an annual plan or redevelopment budget
previously approved by Westfield America's board of directors. If Westfield
America in its sole discretion (based on feasibility and other appropriate
studies) decides to proceed with a
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<PAGE>
particular development, Westfield Corporation provides the necessary development
services pursuant to a separate development agreement to be entered into by the
parties. Westfield Corporation provides:
- development services for a fixed fee equal to 5% of the final gross
project price;
- architectural, design and engineering services for a fixed fee equal to
10% of the construction costs; and
- other related services in consideration of agreed fees.
The construction portion of the development project is performed on a fixed
price basis. The master development framework agreement provides that Westfield
America may engage an independent representative to advise Westfield America
with respect to the proposed fixed price and the construction schedule. If
Westfield America desires to engage such an independent representative,
Westfield America must consult with Westfield Holdings in good faith as to the
selection of the independent representative. If Westfield America and Westfield
Corporation cannot agree as to the fixed price or the construction schedule for
the project, and the parties' respective independent representatives cannot
negotiate a resolution, an independent expert will determine the appropriate
price and construction schedule. Westfield Corporation may then either accept
the independent expert's proposal or agree to perform the work on a "cost plus"
basis.
Westfield America has no obligation to proceed with any development project.
The decision to proceed with a development project and the fixed price and
construction schedule with respect to such a project requires the approval of at
least 75% of the independent directors. Reimbursements and fees incurred for the
year ended December 31, 1999 to Westfield Corporation under these agreements
totaled $93.1 million.
TERM AND TERMINATION
The master development framework agreement may be terminated by Westfield
America by agreement of at least 75% of the independent directors and the
Custodian (so long as Westfield America Trust owns at least 10% of the
outstanding capital stock of Westfield America) if the advisory agreement and
the management agreements have been terminated in accordance with their terms.
In such event, Westfield Corporation and Westfield America will remain bound by
the master development framework agreement for the remaining term with respect
to any development projects for which Westfield Corporation has commenced to
provide substantial predevelopment services to Westfield America. In addition,
the master development framework agreement or any individual development
agreement may be terminated at any time for cause, which is defined as fraud,
misappropriation of funds or willful violation of the master development
framework agreement or the individual development agreement or if an event of
default has occurred and is continuing under the Garden State Plaza Loan (as
described below).
Westfield Corporation can terminate the master development framework
agreement if it notifies Westfield America that property development services
shall cease to be one of the principal business undertakings of Westfield
Holdings in the United States, except that the master development framework
agreement will continue for a period of 180 days thereafter so long as Westfield
America is reasonably satisfied with Westfield Corporation's ability to provide
the required services during such period and except that any such termination
shall not affect any individual development agreement previously entered into by
Westfield Corporation and Westfield America.
OFFICERS
The principal executive officers of Westfield Corporation are Richard E.
Green and Peter S. Lowy, the Co-Presidents of Westfield America.
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<PAGE>
MANAGEMENT OF WESTFIELD AMERICA, INC.
All of the officers of Westfield America are employed by Westfield Holdings
and receive compensation and fringe benefits from Westfield Holdings and not
from Westfield America. Several of the officers serve as directors of Westfield
Holdings and its subsidiaries and certain of the officers and associates
beneficially own shares of Westfield Holdings and units of Westfield America
Trust. See "Securities Beneficially Owned by Principal Shareholders and
Management." As a result of such employment and interests, the officers of
Westfield America receive an indirect benefit from the advisory, management and
development arrangements described above.
THE GARDEN STATE PLAZA OPTION AND RELATED MATTERS
Garden State Plaza is a super-regional mall located in Paramus, New Jersey.
The center is currently owned by a partnership in which affiliates of Westfield
Holdings own a 50% interest (including the interest of the managing general
partner), with the remaining 50% owned by affiliates of Rodamco North America
N.V., a Netherlands corporation unaffiliated with Westfield America. Garden
State Plaza has a gross leaseable area of approximately two million square feet,
and is anchored by five department stores: Macy's, Nordstrom, JC Penney, Neiman
Marcus and Lord & Taylor. The center is generally regarded as one of the most
successful shopping centers on the East Coast, with specialty store sales of
approximately $500 per square foot in 1999 (Westfield America's portfolio
averaged $344 per square foot in specialty store sales during the same period).
THE GARDEN STATE PLAZA LOAN
In May 1997, Westfield America acquired a substantial economic interest in
the revenues to be received from Garden State Plaza by making a $145 million
participating secured loan (the "Garden State Plaza Loan") to the subsidiaries
of Westfield Holdings that own the indirect 50% interest in Garden State Plaza.
The Garden State Plaza Loan is non-recourse, bears interest at a fixed annual
rate of 8.5% per annum, and is secured by a pledge of Westfield Holdings' 50%
partnership interest in the limited partnership that owns Garden State Plaza.
Westfield America also receives participating interest based on 80% of the
borrowers' share of the adjusted cash flow from Garden State Plaza (after
payment of the fixed interest and after calculating Westfield Holdings' share of
cash flow from Garden State Plaza as if the mortgage loan encumbering the
property had a fixed interest rate of 7.25% per annum), subject to an aggregate
limit for fixed interest and participating interest in an amount equal to 11%
per annum. The Garden State Plaza Loan will mature on May 21, 2007, may be
prepaid with a yield maintenance premium (based on the payment of the maximum
amount of participating interest) after the expiration of the Garden State Plaza
Option (described below) and may not otherwise be prepaid for five years. If an
event of default occurs under the Garden State Plaza Loan, Westfield America
will be entitled to a yield maintenance premium (based on the payment of the
maximum amount of participating interest) and will have the right to terminate
the management agreements, the advisory agreement and the master development
framework agreement. Westfield America received $15,950,000 in interest from the
Garden State Plaza Loan for the year ended December 31, 1999.
THE GARDEN STATE PLAZA OPTION
In July 1996, Westfield America acquired from Westfield Holdings an option
to acquire at fair market value the stock of Westland Realty, Inc., the holder
(through two subsidiary corporations) of a 50% partnership interest in Garden
State Plaza.
The Garden State Plaza option was to be exercisable following the completion
of an independent valuation of the property to determine its fair market value.
If exercised, the purchase price under the Garden State Plaza option was to be
50% of the fair market valuation, subject to adjustment for the mortgage debt of
Garden State Plaza, the Garden State Plaza Loan (as described below) and the
amount
17
<PAGE>
by which current assets of the partnership exceeded its current liabilities. If
the net purchase price exceeded $55 million, the exercise of the Garden State
Plaza option required the affirmative vote of a majority of the holders of
Common Shares voting at a meeting on that issue, other than Westfield Holdings
and its affiliates (including Westfield America Trust) and interests associated
with the Lowy family. The purchase price was to be payable by the delivery of
Common Shares, valued at the average of the closing sale price for the Common
Shares on the 20 trading days prior to the option exercise date.
Westfield America's board of directors believes that the acquisition of
Westfield Holdings' interest in Garden State Plaza is in the long-term best
interests of Westfield America and should be effected. However, the board
concluded that exercise of the Garden State Plaza Option under current
circumstances would not be in the best interests of Westfield America. Westfield
Holdings and Westfield America have negotiated an agreement in principle,
subject to necessary approvals, as to an alternative means (the "New Garden
State Acquisition Plan"), described in greater detail below, for the acquisition
by Westfield America of the Westfield Holdings interest in Garden State Plaza.
Westfield America's board of directors has unanimously approved the acquisition
of Westfield Holdings' interest in Garden State Plaza under the terms of the New
Garden State Acquisition Plan.
NEW GARDEN STATE ACQUISITION PLAN
Under the New Garden State Acquisition Plan, Westfield America will acquire
Westfield Holdings' interest in Garden State Plaza through Westfield America's
operating partnership, in exchange for the issuance of Series F Partnership
Units (described below). Following the acquisition, Garden State Plaza will
continue to be managed under the terms of a management agreement between the
Garden State Plaza partnership and an affiliate of Westfield Holdings. The
management agreement is on terms substantially similar to those of Westfield
America's existing management agreements with affiliates of Westfield Holdings.
Westfield America will also grant to a subsidiary of Westfield Holdings a right
(subject to limitations) to require Westfield America to purchase the stock of
Westland Realty, Inc., which is the owner of all of the stock of two
subsidiaries that currently are the holders of the 50% interest in the
partnership that owns Garden State Plaza. The acquisition transaction and the
put right are discussed in greater detail below.
Based on an independent valuation, Westfield America and Westfield Holdings
have agreed that the net value of a 50% interest in Garden State Plaza is
$52,483,000, after taking into account the Garden State Plaza Loan, capital
obligations of the Garden State Plaza partnership and the mortgage loan
encumbering Garden State Plaza, with the mortgage loan being "marked to market"
by reference to interest rates prevailing on February 29, 2000.
ISSUANCE OF SERIES F PARTNERSHIP UNITS BY THE OPERATING PARTNERSHIP
Instead of issuing Common Shares, the New Garden State Acquisition Plan
permits Westfield America to acquire the interest in Garden State Plaza through
Westfield America's operating partnership (the "Operating Partnership"), in
exchange for the issuance of 52,483 Series F Partnership Cumulative Preferred
Units in the Operating Partnership (the "Series F Partnership Units"). The
Operating Partnership is the partnership through which Westfield America owns
substantially all of its assets. As of March 22, 2000, Westfield America had a
97.8% capital interest in the Operating Partnership, with unaffiliated interests
owning the remaining 2.2% capital interest. Each Series F Partnership Unit will
have a liquidation preference of $1,000 and will be entitled to annual
distributions equal to the greater of $85.00 and 51.4933 (calculated using a
Common Share value of $19.42, and subject to adjustment for stock splits and
other similar matters) multiplied by the dividend paid in the same period on a
Common Share. The Series F Partnership Units will be entitled to the payment of
quarterly distributions before distributions are made to the holders of any
other interests in the Operating Partnership, including Westfield America, and
on a PARI PASSU basis with other preferred interests in the Operating
Partnership that are not explicitly made junior in right of distribution to the
Series F Partnership Units.
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<PAGE>
The holders of the Series F Partnership Units will have the right at any
time after the first anniversary of the issuance of the Series F Partnership
Units to cause the Operating Partnership to redeem each Series F Partnership
Unit for $1,000 in cash, plus any accrued and unpaid distributions, subject to
Westfield America's right to acquire the redeemed Series F Partnership Units for
an equivalent number of Series F Preferred Shares of Westfield America (the
terms of which are similar to the Series F Partnership Units and are described
below). In addition, the Series F Partnership Units will be redeemable at the
option of the Operating Partnership at any time after the twentieth anniversary
of the issuance of the Series F Partnership Units for $1,000 in cash, plus any
accrued and unpaid distributions. In the event of a liquidation, dissolution or
winding up of the Operating Partnership, each Series F Partnership Unit will
carry a right to participate in the capital of the Operating Partnership in the
amount of $1,000, plus all accrued and unpaid distributions. Any rights of the
holders of Series F Partnership Units upon liquidation, dissolution or winding
up of the Operating Partnership will rank senior to the holders of any common
partnership units, common investor unit rights or any other units in the
Operating Partnership that by their terms rank junior to the Series F
Partnership Units. Finally, the Series F Partnership Units will have only those
voting and consent rights granted to other holders of units in the Operating
Partnership, such as voting rights in respect of proposals for any material
adverse amendment of the rights attached to the Series F Partnership Units. The
Series F Partnership Units will not have any rights to vote at any of Westfield
America's meetings of shareholders.
POSSIBLE ISSUANCE OF SERIES F PREFERRED SHARES
In order to provide for the possible redemption of the Series F Partnership
Units, Westfield America's board of directors has authorized for possible future
issuance Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred
Shares"). Each share of Series F Preferred Shares will have a liquidation
preference of $1,000 and will be entitled to annual dividends equal to the
greater of $85.00 and 51.4933 (subject to adjustment for stock splits and other
similar matters) multiplied by the dividend paid in the same period on a Common
Share. The Series F Preferred Shares will be entitled to the payment of
quarterly dividends on a PARI PASSU basis with all other series of preferred
stock of Westfield America that are not explicitly made junior in right of
payment and before dividends are paid to the holders of Common Shares. The
Series F Preferred Shares will have the right to vote with the Common Shares,
with each Series F Preferred Share being entitled to 51.4933 votes (subject to
adjustment). The Series F Preferred Shares may be redeemed by Westfield America
at any time after the twentieth anniversary of the issuance of the Series F
Preferred Shares being redeemed, at a redemption price of $1,000 per share
together with all accrued and unpaid dividends through the date of redemption.
In the event of a liquidation, dissolution or winding up of Westfield America,
each Series F Preferred Share will carry a right to participate in the capital
of Westfield America in the amount of $1,000, plus all accrued and unpaid
distributions. Any rights of the holders of Series F Preferred Shares upon
liquidation, dissolution or winding up of Westfield America will rank senior to
the holders of Common Shares, but behind all creditors of Westfield America and
PARI PASSU with the holders of other equity securities in Westfield America
(unless the terms of those equity securities provide otherwise).
THE WESTFIELD CAPITAL PUT RIGHT
Westfield America has agreed to issue to Westfield Capital Corporation
Finance Pty. Limited, a subsidiary of Westfield Holdings, a put agreement under
which Westfield Capital will have the right to require Westfield America to
purchase the stock of Westland Realty Inc., which is the owner of all of the
stock of two subsidiaries that currently are the holders of the 50% interest in
the partnership that owns Garden State Plaza. The purchase price to be received
by Westfield Capital upon the exercise of the put right is 98% of the fair
market value of Westland Realty, with the purchase price to be paid in Series F
Preferred Shares. At the time the right is exercised, both the value of Westland
Realty and the value of the Series F Preferred Shares will be established by
independent valuation. The put right will be exercisable at any time after the
second anniversary and up to the tenth anniversary of its issuance, and cannot
be
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exercised if there are any assets of Westland Realty that, in the opinion of
Westfield America, could cause Westland Realty to fail to qualify as a real
estate investment trust. In connection with certain assets of Westland Realty
that Westfield America may elect not to retain, Westfield America will be
entitled to a reduction in the consideration to be paid equal to the anticipated
costs of disposition of the assets (including tax liabilities). If the put right
is exercised, to the extent that the assets of Westland Realty include Series F
Partnership Units, the effect to Westfield America will be the exchange of 98
Series F Preferred Shares for each 100 Series F Partnership Units then held by
Westland Realty. No more than 55,000 Series F Preferred Shares may be issued in
respect of the put right unless approved by a majority of the shareholders of
Westfield America voting at a meeting (other than Westfield Holdings and its
affiliates and interests associated with the Lowy family).
REGISTRATION RIGHTS AGREEMENT
Pursuant to a registration rights agreement, after May 21, 2000, Westfield
Holdings and its subsidiaries will have demand registration rights that would
require Westfield America to promptly effect the registration of the Westfield
America Common Shares held by them prior to Westfield America's initial public
offering. Westfield Holdings currently has demand registration rights for its
other Common Shares. In addition, Westfield America has agreed that, upon the
request of Westfield Holdings, it will use its reasonable efforts to have a
shelf registration statement filed after May 21, 2000 (after May 21, 1998 for
any Common Shares acquired after Westfield America's initial public offering)
and declared and kept continuously effective. In addition, if Westfield America
proposes to register any of its Common Shares, either for its own account or for
the account of other shareholders, Westfield America is required, with certain
exceptions, to provide the parties to the registration rights agreement with
notice of the registration and to include in such registration all of the Common
Shares requested to be included by such persons.
TRANSACTIONS WITH WESTFIELD AMERICA TRUST
Westfield America Trust is an Australian public property trust which was
established pursuant to a Trust Deed, dated March 28, 1996, as amended, to
acquire a majority interest in Westfield America. Westfield America Trust is
managed by Westfield America Management Limited, a wholly-owned subsidiary of
Westfield Holdings. Units of Westfield America Trust are traded on the
Australian Stock Exchange.
Pursuant to the Managed Investments Act enacted by the Australian
legislature, Westfield America Trust will eliminate its bifurcated
trustee/manager structure and appointed a single entity responsible for all
aspects of Westfield America Trust. Westfield America Management is the
Responsible Entity of Westfield America Trust. Perpetual Trustee Company
Limited, the former trustee of Westfield America Trust, continues to act as
custodian of the assets of Westfield America Trust. Although under the Trust
Deed, Westfield America Management has the power to cause Westfield America
Trust to make other investments, Westfield America Trust has informed Westfield
America that it presently intends only to invest in Westfield America. As of
April 3, 2000, Westfield America Management directs the vote of the Common
Shares held by Westfield America Trust in its absolute discretion.
In May 1998, Westfield America entered into a stock subscription agreement
with Westfield America Trust. Westfield America has the right to sell, and
Westfield America Trust has the obligation to purchase, $A465 million in
aggregate ($US 303,877,000 as of December 31, 1999) of Westfield America's
Common Shares in equal amounts in June 2001, 2002 and 2003.
On August 16, 1999, Westfield America issued in a private placement 477,778
Series E Preferred Shares to Westfield America Trust in exchange for gross
proceeds of $86,000,040. The Series E Certificate of Designation allows
conversion by Westfield America Trust at any time (subject to the shareholder
approval that is being described in this Proxy Statement), of each Series E
Preferred Share into 10 Common Shares, subject to adjustment as described in
EXHIBIT A to this Proxy Statement.
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At March 22, 2000, Westfield Holdings owned an approximately 22.2% equity
interest in Westfield America Trust on a fully diluted basis.
THE 2000 WARRANT
Westfield America has agreed in principle, subject to the approval of the
holders of Common Shares, to issue a warrant (the "2000 Warrant") to Westfield
America Trust for the purchase of Common Shares. The consideration to be paid
for the 2000 Warrant is $1.86 million, which amount was calculated by an
independent valuation firm. Under the terms of the 2000 Warrant, the holder will
be entitled to purchase 2,840,000 Common Shares, adjusted for stock splits and
other similar matters, at a price of $19.42 per Common Share. The 2000 Warrant
may be exercised at any time from the date of issuance of the 2000 Warrant until
the twenty-fifth anniversary of the date of issuance.
At a meeting of the members of Westfield America Trust to be held on May 4,
2000, approval will be sought for the purchase by Westfield America Trust of the
2000 Warrant. If that approval is not obtained, the 2000 Warrant will not be
issued.
APPROVAL OF THE ISSUANCE OF COMMON SHARES UPON
CONVERSION OF WESTFIELD AMERICA'S SERIES E PREFERRED SHARES
IF THEN HELD BY A SUBSTANTIAL SECURITY HOLDER OF
WESTFIELD AMERICA OR OTHER RESTRICTED HOLDER UNDER
THE NEW YORK STOCK EXCHANGE RULES
(PROPOSAL 2)
On August 16, 1999, Westfield America issued, pursuant to a private
placement, 477,778 Series E Preferred Shares, par value $1.00 per share and
liquidation value $180 per share, to Westfield America Trust, Westfield
America's largest shareholder and an affiliate of Westfield America, in exchange
for gross proceeds of $86,000,040. The proceeds of the sale were used in part to
fund the acquisition of Palm Desert Town Center in Palm Desert, California from
The TrizecHahn Corporation.
A description of the Series E Preferred Shares is attached to this Proxy
Statement as EXHIBIT A.
Pursuant to Rule 312 of the New York Stock Exchange, shareholder approval is
required before the Series E Preferred Shares are convertible by Westfield
America Trust into Common Shares because Westfield America Trust could be
considered a "substantial security holder" of Westfield America. Rule 312 of the
New York Stock Exchange requires shareholder approval prior to the Series E
Preferred Shares being convertible into Common Shares when Series E Preferred
Shares are held by a director, officer or substantial security holder of
Westfield America (a "Related Party"), a subsidiary, affiliate or other
closely-related person of a Related Party or any company or entity in which a
Related Party has a substantial direct or indirect interest. A person owning an
interest consisting of at least either 5% of the number of shares of common
stock or 5% of the voting power outstanding of a company or entity is considered
a "substantial security holder."
If Proposal 2 is approved by the shareholders, the convertibility of the
Series E Preferred Shares would no longer be subject to shareholder approval
under Rule 312 of the New York Stock Exchange rules.
Westfield America's Certificate of Designation setting forth "Resolution of
the Board of Directors of Westfield America, Inc. Designating Series E Preferred
Shares and Fixing Preferences and Rights Thereof" (the "Series E Certificate of
Designation") provides that, if the holders of Common Shares as a whole reject
this proposal, then from and after August 16, 2001, the Series E Preferred
Shares are redeemable, at the option of the holder, for cash at a price equal to
10 times the current market price of the Common Shares, plus all accumulated,
accrued and unpaid dividends, whether or not declared, if any, to the date of
repurchase or the date payment is made available. In addition, the Series E
Certificate of Designation provides that the Series E Preferred Shares will be
convertible into Common Shares upon the
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transfer of the Series E Preferred Shares to a person to whom Westfield America
is permitted to issue Common Shares without shareholder approval, in accordance
with the rules of the New York Stock Exchange.
The affirmative vote of a majority of the following is required for approval
of this Proposal:
- the Common Shares and Series C Preferred Shares cast, provided that all
shares cast represent a majority of the Common Shares and Series C
Preferred Shares entitled to vote on Proposal 2;
- the Common Shares and Series C-1 Preferred Shares cast, provided that all
shares cast represent a majority of the Common Shares and Series C-1
Preferred Shares entitled to vote on Proposal 2; and
- the Common Shares and Series C-2 Preferred Shares cast, provided that all
shares cast represent a majority of the Common Shares and Series C-2
Preferred Shares entitled to vote on Proposal 2,
Abstentions and broker non-votes will effectively count as a vote AGAINST
this Proposal.
For purposes of voting with respect to this Proposal, each Series C
Preferred Share, Series C-1 Preferred Share and Series C-2 Preferred Share will
equal ten Common Shares (the number of shares that each Series C Preferred
Share, Series C-1 Preferred Share and Series C-2 Preferred Share is convertible
into).
The purpose of Proposal 2 is to facilitate the listing of the Common Shares,
into which the Series E Preferred Shares are convertible, on the New York Stock
Exchange and to prevent the redemption of the Series E Preferred Shares, at the
option of the holder, from occurring on or after August 16, 2001 (as described
above). If Proposal 2 is approved, the Series E Preferred Shares would be
convertible into Common Shares, and upon conversion would permit the holders
thereof to vote on all matters on which the holders of Common Shares are
entitled to vote. Consequently, upon the occurrence of the conversion, the
voting rights of the current holders of Common Shares would be diluted.
As of March 22, 2000, there were 477,778 Series E Preferred Shares
outstanding.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR THE ISSUANCE OF COMMON SHARES UPON
THE CONVERSION OF SERIES E PREFERRED SHARES
IF THEN HELD BY A SUBSTANTIAL SECURITY HOLDER OF
WESTFIELD AMERICA OR OTHER RESTRICTED HOLDER UNDER
THE NEW YORK STOCK EXCHANGE RULES
APPROVAL OF THE ISSUANCE OF A WARRANT TO PURCHASE COMMON SHARES
TO AN AFFILIATE OF WESTFIELD AMERICA
(PROPOSAL 3)
Westfield America would like to issue the 2000 Warrant to Westfield America
Trust. The 2000 Warrant would give Westfield America Trust the right to purchase
2,840,000 Common Shares, as adjusted for stock splits, capital reconstructions
or other similar matters, at an exercise price of $19.42 per Common Share.
Westfield America proposes, subject to shareholder approval (as described
below), to sell the 2000 Warrant to Westfield America Trust for a purchase price
of $1,860,000. The proceeds of the sale of the 2000 Warrant and any resultant
exercises would be used for general business purposes. The 2000 Warrant would be
exercisable from and after the date of issuance up until the twenty-fifth
anniversary of the date of issuance.
Pursuant to Rule 312 of the New York Stock Exchange, shareholder approval is
required before the 2000 Warrant is issued to Westfield America Trust because
Westfield America Trust could be considered a
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"substantial security holder" of Westfield America. Rule 312 of the New York
Stock Exchange requires shareholder approval prior to the issuance of the 2000
Warrant to a director, officer or substantial security holder of Westfield
America (a "Related Party"), a subsidiary, affiliate or other closely-related
person of a Related Party or any company or entity in which a Related Party has
a substantial direct or indirect interest. A person owning an interest
consisting of at least either 5% of the number of shares of common stock or 5%
of the voting power outstanding of a company or entity is considered a
"substantial security holder."
If Proposal 3 is approved by the shareholders, the purchase of Common Shares
upon exercise of the 2000 Warrant would not be subject to shareholder approval.
The affirmative vote of a majority of:
- the Common Shares and Series C Preferred Shares cast, provided that all
shares cast represent a majority of the Common Shares and Series C
Preferred Shares entitled to vote on Proposal 3;
- the Common Shares and Series C-1 Preferred Shares cast, provided that all
shares cast represent a majority of the Common Shares and Series C-1
Preferred Shares entitled to vote on Proposal 3; and
- the Common Shares and Series C-2 Preferred Shares cast, provided that all
shares cast represent a majority of the Common Shares and Series C-2
Preferred Shares entitled to vote on Proposal 3,
is required for approval of this Proposal. Abstentions and broker non-votes will
effectively count as a vote AGAINST this proposal.
For purposes of voting with respect to this Proposal, each Series C
Preferred Share, Series C-1 Preferred Share and Series C-2 Preferred Share will
equal ten Common Shares (the number of shares that each share of Series C
Preferred Share, Series C-1 Preferred Share and Series C-2 Preferred Share is
convertible into).
The purpose of Proposal 3 is to facilitate the sale of the 2000 Warrant to
purchase 2,840,000 Common Shares, as may be adjusted for stock splits, capital
reconstructions or similar matters, the proceeds from the sale of the 2000
Warrant and any exercise thereof may be used by Westfield America for general
business purposes. The effect of shareholder approval of Proposal 3 would be
that Westfield America would have the ability to raise up to $55,152,800 in
additional capital and additional Common Shares will be issued and would permit
the holders thereof to vote on all matters on which the current holders of
Common Shares are entitled to vote. Consequently, the voting rights of the
current holders of Common Shares would be diluted.
As of March 22, 2000, Westfield America Trust has two currently outstanding
warrants to purchase Common Shares. One warrant entitles Westfield America Trust
to purchase up to 6,246,096 Common Shares from time to time prior to July 1,
2016 for $16.01 per share in cash, as adjusted for stock splits, capital
reconstructions or other similar matters. The other warrant entitles Westfield
America Trust to purchase up to 2,089,552 Common Shares from time to time prior
to May 21, 2017 for $15.00 per share in cash, as adjusted for stock splits,
capital reconstructions or other similar matters.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ISSUANCE OF THE 2000 WARRANT TO PURCHASE
COMMON SHARES TO AN AFFILIATE OF WESTFIELD AMERICA
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APPROVAL AND RATIFICATION OF INDEPENDENT AUDITORS
(PROPOSAL 4)
The board of directors of Westfield America has selected Ernst & Young LLP
as Westfield America's independent auditors for the fiscal year ending
December 31, 2000. Ernst & Young LLP have audited Westfield America's financial
statements since 1996. Representatives of Ernst & Young LLP are expected to be
present at the meeting and will be afforded the opportunity to make a statement
if they desire to do so, and such representatives are expected to be available
to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE APPROVAL AND RATIFICATION OF THE APPOINTMENT
OF ERNST & YOUNG LLP AS WESTFIELD AMERICA'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
OTHER BUSINESS
As of the date of this Proxy Statement, Westfield America knows of no
business that will be presented for consideration at the annual meeting other
than that which has been referred to above. As to other business, if any, that
may come before the annual meeting, it is intended that proxies in the enclosed
form will be voted in accordance with the judgment of the proxy holder.
SHAREHOLDER PROPOSALS
Any proposal of a shareholder intended to be presented at Westfield
America's 2001 Annual Meeting of Shareholders must be received by the Secretary
of Westfield America by December 12, 2000 for inclusion in the notice of meeting
and proxy statement relating to Westfield America's 2001 Annual Meeting of
Shareholders. The proposal must comply in all respects with the rules and
regulations of the Securities and Exchange Commission and the By-Laws of
Westfield America.
Pursuant to Westfield America's By-Laws, as amended, shareholder proposals
submitted to Westfield America for consideration at Westfield America's 2001
Annual Meeting of Shareholders outside the processes of Rule 14a-8 (i.e., the
procedures for placing a shareholder's proposal in Westfield America's proxy
materials) will be considered untimely if received by Westfield America before
January 9, 2001 or after February 8, 2001. Accordingly, the proxy with respect
to Westfield America's 2001 Annual Meeting of Shareholders will confer
discretionary authority to vote on any shareholder proposals received by
Westfield America after January 9, 2001.
ANNUAL REPORT
A copy of Westfield America's Annual Report for the fiscal year ended
December 31, 1999, including financial statements audited by Ernst & Young LLP
independent accountants, and their report thereon dated January 26, 2000,
accompanies this Proxy Statement. IN ADDITION, A COPY OF WESTFIELD AMERICA'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999, WILL BE SENT TO
ANY SHAREHOLDER, WITHOUT CHARGE, UPON WRITTEN REQUEST TO IRV HEPNER, SECRETARY,
WESTFIELD AMERICA, INC., 11601 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA
90025.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of reports filed by Westfield America's directors,
executive officers and beneficial holders of 10% or more of Westfield America's
outstanding shares: (i) Westfield America Trust, Westfield Holdings, Frank P.
Lowy, David H. Lowy, Peter S. Lowy, Steven M. Lowy and Cordera Holdings Pty.
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Limited failed to report on a timely basis two purchases by Westfield America
Trust of warrants to buy Common Shares, (ii) Westfield Holdings did not timely
join in the filing on Form 3 by Westfield America Trust or in the joint filing
on Form 3 by Frank P. Lowy, David H. Lowy, Peter S. Lowy, Steven M. Lowy and
Cordera Holdings Pty. Limited with respect to Westfield America Trust's initial
filing on Form 3, (iii) Westfield America Trust, Westfield Holdings, Frank P.
Lowy, David H. Lowy, Peter S. Lowy, Steven M. Lowy and Cordera Holdings Pty.
Limited filed one late report on Form 4 with respect to 8 purchases by Westfield
America Trust of Common Shares, one purchase by Westfield America Trust of
Series D Preferred Shares, one purchase by Westfield America Trust of
Series D-1 Preferred Shares and one purchase by Westfield America Trust of
Series E Preferred Shares, (iv) Westfield America Trust, Westfield Holdings,
Frank P. Lowy, David H. Lowy, Peter S. Lowy, Steven M. Lowy and Cordera Holdings
Pty. Limited filed one late report on Form 4 with respect to 13 purchases by
Westfield America Trust of Common Shares (v) Westfield Holdings did not timely
join in the filing by Westfield American Investments with respect to 6 reports
on Form 4 reporting 39 purchases by Westfield American Investments of Common
Shares, (vi) Frank P. Lowy, David H. Lowy, Peter S. Lowy, Steven M. Lowy and
Cordera Holdings Pty. Limited did not timely join in the filing by Westfield
American Investments with respect to 9 reports on Form 4 reporting 57 purchases
by Westfield American Investments of Common Shares, (vii) Westfield American
Investments, Westfield Holdings, Frank P. Lowy, David H. Lowy, Peter S. Lowy,
Steven M. Lowy and Cordera Holdings Pty. Limited filed one late report with
respect to one purchase by Westfield American Investments of Series D Preferred
Shares, (viii) Frank P. Lowy, David H. Lowy, Peter S. Lowy, Steven M. Lowy and
Cordera Holdings Pty. Limited filed one late report on Form 4 with respect to 8
purchases by the PM Capital Absolute Performance Fund of Common Shares, (ix)
Frank P. Lowy, David H. Lowy, Peter S. Lowy, Steven M. Lowy and Cordera Holdings
Pty. Limited filed one late report on Form 4 with respect to 3 purchases by the
PM Capital Absolute Performance Fund Limited of Common Shares and (x) Irv Hepner
failed to report on a timely basis on Form 3 one purchase by him of Common
Shares.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Westfield America's General Form of Annual Report on Form 10-K (the
"Form 10-K") for the fiscal year ended December 31, 1999 was filed with the
Securities and Exchange Commission of March 30, 2000. The following portions of
the Form 10-K are incorporated in this Proxy Statement by reference:
- Report of Independent Auditors
- Consolidated Balance Sheets
- Consolidated Statements of Income
- Consolidated Statements of Changes in Shareholder's Equity
- Consolidated Statements of Cash Flows
- Notes to Consolidated Financial Statements
- Management's Discussion and Analysis of Financial Condition and Results of
Operations
- Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
- Quantitative and Qualitative Disclosure about Market Risk
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Proxy Statement includes statements (other than the consolidated
financial statements incorporated herein by reference and other statements of
historical fact) that are subject to risks and uncertainties. Forward-looking
statements include the information set forth and in the Annual Report in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Quantitative and
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Qualitative Disclosure about Market Risk," which are incorporated herein by
reference, and statements preceded by, followed by or that include the words
"believes," "expects," "may," "will," "anticipates," "intends," "plans,"
"estimates," "proposes," "scheduled," or other similar expressions.
Forward-looking statements are made based on management's current
expectations and belief concerning future developments and their potential
effects on Westfield America. There can be no assurance that future developments
will be in accordance with management's expectations or that the effect of
future developments on Westfield America will be those anticipated by
management. Many of the factors that will determine these results are beyond
Westfield America's ability to control or predict.
While Westfield America periodically reassesses material trends and
uncertainties affecting the operations and financial condition in connection
with its preparation of Management's Discussion and Analysis of Results of
Operations and Financial Condition contained in its quarterly and annual
reports, Westfield America does not intend to review or revise any particular
forward-looking statement referenced in this Proxy Statement 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 should be considered by investors when
reviewing any forward-looking statements contained in this Proxy Statement, in
any materials incorporated herein by reference, in any of Westfield America's
public filings or press releases or in any oral statements made by Westfield
America or any of its officers or any other persons acting on its behalf. For
those statements, Westfield America intends to avail itself of the protection of
the safe harbor from liability with respect to forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
By Order of the Board of Directors
/s/ Irv Hepner
Irv Hepner
SECRETARY
Dated: April 10, 2000
Los Angeles, California
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EXHIBIT A
DESCRIPTION OF SERIES E PREFERRED SHARES
The holders of Series E Preferred Shares are entitled to receive, when and
as declared by Westfield America's board of directors, cumulative dividends per
share equal to the greater of:
- $15.30 per year; and
- an amount currently equal to 10.0 times the dividend declared on Common
Shares for such period, adjusted for events that affect the conversion
rate as described below, if such funds are legally available.
In addition, if Westfield America does not have earnings 40% greater than
its consolidated fixed charges (as defined the Series E Certificate of
Designation), Westfield America must pay a dividend 20% greater than that
Westfield America would normally be required to pay. Holders of Series E
Preferred Shares are entitled to dividends before Westfield America can
distribute dividends to holders of Common Shares.
Upon Westfield America's liquidation, dissolution or winding up, the holders
of Series E Preferred Shares are entitled to be paid in full an amount equal to
the sum of $180.00 per share and all accrued and unpaid dividends through the
date of liquidation.
From August 16, 2009 on, Westfield America may, at its option, redeem, in
whole, or in part, the outstanding Series E Preferred Shares at a redemption
price equal to the sum of $180.00 per share and all accrued and unpaid dividends
through the call date specified in the notice to holders regarding the
redemption.
If there is a change in control of Westfield America, the holders of the
Series E Preferred Shares can require Westfield America, if Westfield America
has funds legally available to do so, to redeem their Series E Preferred Shares
at a cost of $189.00, plus accrued and unpaid dividends, if any, to the date
that Westfield America repurchases the shares. For purposes of the Series E
Preferred Shares, a change in control of Westfield America may occur in several
circumstances, including upon the first acquisition, directly or indirectly, by
any individual or entity or group (as such term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") of
beneficial ownership (as defined in Rule 13d-3 under the Exchange Act, except
that such individual or entity shall be deemed to have beneficial ownership of
all shares that any such individual or entity has the right to acquire, whether
such right is exercisable immediately or only after passage of time) of more
than 25% of Westfield America's or Westfield America Trust's outstanding equity
securities with voting power, under ordinary circumstances, to elect directors
of Westfield America.
Also, Westfield America has agreed that so long as Westfield America Trust
holds any of the Series E Preferred Shares, if Westfield America fails to
continue to be taxed as a REIT, Westfield America Trust will have the right to
require Westfield America, if Westfield America has funds legally available to
do so, to repurchase any or all of the Series E Preferred Shares held by
Westfield America Trust at a repurchase price of $207.00 per share, payable in
cash plus accrued and unpaid dividends whether or not declared, if any, to the
date of repurchase or the date payment is made available.
In addition, after August 16, 2009, the holders of the Series E Preferred
Shares have the right to require Westfield America to redeem their Series E
Preferred Shares either for cash or for Common Shares, at the option of
Westfield America, as long as the current market price of the Common Shares is
less than $18.00, adjusted for events that affect the conversion rate as
described below.
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The holders of Series E Preferred Shares do not have any voting rights,
other than as required by law, except:
- a majority of the holders of the Series E Preferred Shares, voting
together as a class, must approve any amendment, alteration or repeal of
Westfield America's Articles of Incorporation, or the Series E Certificate
of Designation, that materially and adversely affects their voting powers,
rights or preferences, with the exception that the holders of the
Series E Preferred Shares will not be entitled to vote on such a matter if
Westfield America redeems the Series E Preferred Shares before any
amendment, alteration or repeal is to take effect; and
- a majority of the holders of the Series E Preferred Shares, voting
together as a class, must approve any merger or consolidation if Westfield
America does not survive such merger or consolidation and the holders of
the Series E Preferred Shares do not receive shares of the surviving
corporation with substantially similar rights, preferences and powers in
the surviving corporation as their Series E Preferred Shares, with the
exception that the holders of Series E Preferred Shares will not be
entitled to vote on such a matter if Westfield America redeems the
Series E Preferred Shares prior to such a merger or consolidation.
The Series E Certificate of Designation allows conversion by Westfield
America Trust at any time (subject to shareholder approval as described below),
of each Series E Preferred Share into 10 Common Shares, as applicable, subject
to adjustment in certain events, generally including:
- the issuance of Common Shares as a dividend or a distribution on the
Common Shares;
- some subdivisions and combinations of Westfield America's Common Shares;
- the issuance of any shares of stock by reclassification of Westfield
America's Common Shares;
- the issuance to all holders of Westfield America's Common Shares of some
rights, options or warrants entitling them to subscribe for or purchase
Common Shares at a price per share less than 95% (100% if a stand-by
underwriter is used and charges Westfield America a commission) of the
fair market value per Common Share on the record date for determination of
shareholders entitled to receive such rights, options or warrants;
- the distribution to all holders of Westfield America's Common Shares of
any of Westfield America's securities (other than Common Shares) or
evidence of Westfield America's indebtedness or assets (excluding
cumulative cash dividends or distributions paid on the Common Shares after
December 31, 1997 which are not in excess of a specified amount); and
- payment to holders of Common Shares in connection with a tender or
exchange offer by Westfield America or any of Westfield America's
subsidiaries or controlled affiliates (which does not include open market
repurchases by Westfield America) for all or any portion of the Common
Shares, which payment has a fair market value per Common Share (as
determined in good faith by Westfield America's board of directors) that
exceeds the current market price per Common Share on the trading day next
succeeding the last date on which tenders or exchanges may be made in
accordance with such tender or exchange offer.
If any transaction shall occur, generally including:
- any merger or consolidation;
- statutory share exchange;
- self tender offer for 40% or more of Westfield America's Common Shares;
- sale of all or substantially all of Westfield America's assets; or
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- recapitalization of Westfield America's Common Shares (other than the
issuance of Common Shares as a dividend or a distribution on the Common
Shares, some subdivisions and combinations of Westfield America's Common
Shares or the issuance of any shares of stock by reclassification of
Westfield America's Common Shares) in which substantially all of the
Common Shares are converted into the right to receive different
securities, cash or other property,
then each Series E Preferred Share that is not redeemed or converted into the
right to receive different securities, cash or other property prior to such
transaction shall be convertible into the kind and amount of the different
securities, cash or other property that would have been receivable upon the
consummation of such transaction by a holder of that number of Common Shares
issuable upon conversion of such Series E Preferred Share immediately prior to
such transaction.
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APPENDIX A
WESTFIELD AMERICA, INC.
Proxy For Annual Meeting Of Shareholders May 8, 2000
The undersigned hereby appoints Peter S. Lowy, Richard E. Green,
Mark A. Stefanek and Irv Hepner as Proxies, each with the power to appoint
his substitute, and hereby authorizes them, to represent and vote, as
designated on the reverse, all shares of common stock, par value $.01 per
share, of Westfield America held of record by the undersigned on March 22,
2000, at the Annual Meeting of Shareholders to be held on May 8, 2000 or any
adjournment thereof.
(To be Signed on Reverse Side.)
A-1
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WESTFIELD AMERICA, INC.
PROXY SERVICES
P.O. BOX 9079
FARMINGDALE, NY 11735
THREE WAYS TO VOTE
VOTE BY PHONE: 1-800-690-6903
1. Read the accompanying Proxy Statement and this
proxy card.
2. Call toll free 1-800-690-6903.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple recorded instructions.
VOTE BY INTERNET: WWW.PROXYVOTE.COM.
1. Read the accompanying Proxy Statement and this
proxy card.
2. Go to website WWW.PROXYVOTE.COM.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple instructions.
VOTE BY MAIL
1. Mark, sign and date your proxy card.
2. Return it in the enclosed postage paid envelope.
YOUR VOTE IS IMPORTANT
Do not return this proxy card if you vote by telephone
or internet.
A-2
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
<TABLE>
<S><C>
VOTE ON DIRECTORS FOR WITHHOLD FOR ALL TO WITHHOLD AUTHORITY TO VOTE,
1. Proposal to elect Directors. The nominees for Director are: ALL ALL EXCEPT MARK "FOR ALL EXCEPT" AND
01) Frank P. Lowy, AC 02) Francis T. Vincent, Jr. WRITE THE NOMINEE'S NUMBER
03) Larry A. Silverstein / / / / / / ON THE LINE BELOW.
_____________________________
</TABLE>
VOTE ON PROPOSALS
2. Proposal to approve the issuance of Westfield America's common stock
upon conversion of Westfield America's Series E Preferred Shares if
then held by a substantial security holder of Westfield America or
other restricted security holder under the New York Stock Exchange
Rules.
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal to approve the issuance of a warrant to purchase Westfield
America's common stock to a substantial security holder of Westfield
America or other restricted security holder under the New York Stock
Exchange Rules.
/ / FOR / / AGAINST / / ABSTAIN
4. Proposal to ratify the appointment of Ernst & Young LLP to serve as
Westfield America's independent auditors for fiscal 2000.
/ / FOR / / AGAINST / / ABSTAIN
The undersigned hereby authorizes the proxies, in their discretion, to
vote on any other business as may properly come before the Annual
Meeting or any postponement or adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL
BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED
FOR THE THREE NOMINEES FOR ELECTION, AND FOR PROPOSALS 2, 3 and 4.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
NOTE: Please sign exactly as names appear on stock certificate (as indicated
hereon).
Signature
-----------------------------------------------------------------
Date
-----------------
Signature (Joint Owners)
---------------------------------------------------
Date
-----------------
A-3
<PAGE>
WESTFIELD AMERICA, INC.
Proxy For Annual Meeting Of Shareholders May 8, 2000
The undersigned hereby appoints Peter S. Lowy, Richard E. Green,
Mark A. Stefanek and Irv Hepner as Proxies, each with the power to appoint
his substitute, and hereby authorizes them, to represent and vote, as
designated on the reverse, all shares of Series C Cumulative Convertible
Redeemable Preferred Stock of Westfield America held of record by the
undersigned on March 22, 2000, at the Annual Meeting of Shareholders to be
held on May 8, 2000 or any adjournment thereof.
(To be Signed on Reverse Side.)
A-4
<PAGE>
WESTFIELD AMERICA, INC.
PROXY SERVICES
P.O. BOX 9079
FARMINGDALE, NY 11735
THREE WAYS TO VOTE
VOTE BY PHONE: 1-800-690-6903
1. Read the accompanying Proxy Statement and this
proxy card.
2. Call toll free 1-800-690-6903.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple recorded instructions.
VOTE BY INTERNET: WWW.PROXYVOTE.COM.
1. Read the accompanying Proxy Statement and this
proxy card.
2. Go to website WWW.PROXYVOTE.COM.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple instructions.
VOTE BY MAIL
1. Mark, sign and date your proxy card.
2. Return it in the enclosed postage paid envelope.
YOUR VOTE IS IMPORTANT
Do not return this proxy card if you vote by telephone
or internet.
A-5
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
SERIES C PREFERRED SHARES
2. Proposal to approve the issuance of Westfield America's common stock
upon conversion of Westfield America's Series E Preferred Shares if
then held by a substantial security holder of Westfield America or
other restricted security holder under the New York Stock Exchange
rules.
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal to approve the issuance of a warrant to purchase Westfield
America's common stock to a substantial security holder of Westfield
America or other restricted security holder under the New York Stock
Exchange Rules.
/ / FOR / / AGAINST / / ABSTAIN
The undersigned hereby authorizes the proxies, in their discretion, to
vote on any other business as may properly come before the Annual
Meeting or any postponement or adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL
BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED
FOR PROPOSALS 2 and 3.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
NOTE: Please sign exactly as names appear on stock certificate (as indicated
hereon).
Signature
-----------------------------------------------------------------
Date
-----------------
Signature (Joint Owners)
---------------------------------------------------
Date
-----------------
A-6
<PAGE>
WESTFIELD AMERICA, INC.
Proxy For Annual Meeting Of Shareholders May 8, 2000
The undersigned hereby appoints Peter S. Lowy, Richard E. Green,
Mark A. Stefanek and Irv Hepner as Proxies, each with the power to appoint
his substitute, and hereby authorizes them, to represent and vote, as
designated on the reverse, all shares of Series C-1 Cumulative Convertible
Redeemable Preferred Stock of Westfield America held of record by the
undersigned on March 22, 2000, at the Annual Meeting of Shareholders to be
held on May 8, 2000 or any adjournment thereof.
(To be Signed on Reverse Side.)
A-7
<PAGE>
WESTFIELD AMERICA, INC.
PROXY SERVICES
P.O. BOX 9079
FARMINGDALE, NY 11735
THREE WAYS TO VOTE
VOTE BY PHONE: 1-800-690-6903
1. Read the accompanying Proxy Statement and this
proxy card.
2. Call toll free 1-800-690-6903.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple recorded instructions.
VOTE BY INTERNET: WWW.PROXYVOTE.COM.
1. Read the accompanying Proxy Statement and this
proxy card.
2. Go to website WWW.PROXYVOTE.COM.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple instructions.
VOTE BY MAIL
1. Mark, sign and date your proxy card.
2. Return it in the enclosed postage paid envelope.
YOUR VOTE IS IMPORTANT
Do not return this proxy card if you vote by telephone
or internet.
A-8
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
SERIES C-1 PREFERRED SHARES
2. Proposal to approve the issuance of Westfield America's common stock
upon conversion of Westfield America's Series E Preferred Shares if
then held by a substantial security holder of Westfield America or
other restricted security holder under the New York Stock Exchange
rules.
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal to approve the issuance of a warrant to purchase Westfield
America's common stock to a substantial security holder of Westfield
America or other restricted security holder under the New York Stock
Exchange Rules.
/ / FOR / / AGAINST / / ABSTAIN
The undersigned hereby authorizes the proxies, in their discretion, to
vote on any other business as may properly come before the Annual
Meeting or any postponement or adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR
PROPOSALS 2 and 3.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
NOTE: Please sign exactly as names appear on stock certificate (as indicated
hereon).
Signature
-----------------------------------------------------------------
Date
-----------------
Signature (Joint Owners)
---------------------------------------------------
Date
-----------------
A-9
<PAGE>
WESTFIELD AMERICA, INC.
Proxy For Annual Meeting Of Shareholders May 8, 2000
The undersigned hereby appoints Peter S. Lowy, Richard E. Green,
Mark A. Stefanek and Irv Hepner as Proxies, each with the power to appoint
his substitute, and hereby authorizes them, to represent and vote, as
designated on the reverse, all shares of Series C-2 Cumulative Convertible
Redeemable Preferred Stock of Westfield America held of record by the
undersigned on March 22, 2000, at the Annual Meeting of Shareholders to be
held on May 8, 2000 or any adjournment thereof.
(To be Signed on Reverse Side.)
A-10
<PAGE>
WESTFIELD AMERICA, INC.
PROXY SERVICES
P.O. BOX 9079
FARMINGDALE, NY 11735
THREE WAYS TO VOTE
VOTE BY PHONE: 1-800-690-6903
1. Read the accompanying Proxy Statement and this
proxy card.
2. Call toll free 1-800-690-6903.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple recorded instructions.
VOTE BY INTERNET: WWW.PROXYVOTE.COM.
1. Read the accompanying Proxy Statement and this
proxy card.
2. Go to website WWW.PROXYVOTE.COM.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple instructions.
VOTE BY MAIL
1. Mark, sign and date your proxy card.
2. Return it in the enclosed postage paid envelope.
YOUR VOTE IS IMPORTANT
Do not return this proxy card if you vote by telephone
or internet.
A-11
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
SERIES C-2 PREFERRED SHARES
2. Proposal to approve the issuance of Westfield America's common stock
upon conversion of Westfield America's Series E Preferred Shares if
then held by a substantial security holder of Westfield America or
other restricted security holder under the New York Stock Exchange
rules.
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal to approve the issuance of a warrant to purchase Westfield
America's common stock to a substantial security holder of Westfield
America or other restricted security holder under the New York Stock
Exchange Rules.
/ / FOR / / AGAINST / / ABSTAIN
The undersigned hereby authorizes the proxies, in their discretion, to
vote on any other business as may properly come before the Annual
Meeting or any postponement or adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR
PROPOSALS 2 and 3.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
NOTE: Please sign exactly as names appear on stock certificate (as indicated
hereon).
Signature
-----------------------------------------------------------------
Date
-----------------
Signature (Joint Owners)
---------------------------------------------------
Date
-----------------
A-12
