RECITALSInvestors Agreement • March 5th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings
February 14, 2001 Valley Fair University Towne Member LLC c/o J.P. Morgan Investment Management Inc. 522 Fifth Avenue New York, New York 10036 Re: PUT OPTION AGREEMENT -------------------- Ladies and Gentlemen: Reference is made to (A) the Put Option...Put Option Agreement • March 5th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings • New York
EXHIBIT 99(d)(4) INDEMNIFICATION AND TAX CONTEST AGREEMENT INDEMNIFICATION AND TAX CONTEST AGREEMENT (the "Agreement") dated as of February 14, 2001 between Westfield America Management Limited ("WAML") (ACN 072 780 619) as responsible entity of the...Indemnification Agreement • March 5th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings • New York
Westfield Holdings Limited The Directors ACN 001 671 496 Security Capital Preferred Growth Level 24 Westfield Towers Incorporated 100 William Street 11 South LaSalle Street, 2nd Floor Sydney NSW 2011 Australia Chicago, Illinois 60603 GPO Box 4004...Preferred Stock Transaction Agreement • March 5th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings
EXHIBIT 99(d)(3) PREFERRED STOCK TRANSACTION AGREEMENT This PREFERRED STOCK TRANSACTION AGREEMENT (this "AGREEMENT") is made as of the 14th day of February, 2001 by and between Westfield America Management Limited (ACN 072 780 619) ("WAML"), a...Preferred Stock Transaction Agreement • March 5th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings • New York
March 5, 2001 Dear Shareholder: We are writing to inform you that, on February 14, 2001, Westfield America, Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with Westfield America Management Limited (the "Purchaser"), in its...Merger Agreement • March 5th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings
We are writing to inform you that, on February 14, 2001, Westfield America, Inc. entered into an Agreement and Plan of Merger (the "Merger Agreement") with Westfield America Management Limited (the "Purchaser"), in its capacity as responsible entity and trustee of Westfield America Trust. Pursuant to the Merger Agreement, the Purchaser has today commenced a cash tender offer for all of the outstanding shares of Westfield America common stock not owned by the Purchaser and certain of its affiliates, at a price of $16.25 per share, to the seller in cash, subject to the terms and conditions of the Offer to Purchase accompanying this letter. The Merger Agreement provides that, following the tender offer, a newly formed subsidiary of the Purchaser will merge with Westfield America and any remaining shares of Westfield America's common stock (other than those owned by the Purchaser and certain of its affiliates and shareholders who exercise appraisal rights under Missouri law) will be conver
MARK A. STEFANEK CHIEF FINANCIAL OFFICER 11601 WILSHIRE BOULEVARD 12TH FLOOR LOS ANGELES, CALIFORNIA 90025 TELEPHONE: (310) 478-4456 ------------------------Solicitation/Recommendation Statement • March 5th, 2001 • Westfield America Management LTD • Operators of nonresidential buildings
