SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
CABOT INDUSTRIAL TRUST
(Name of Subject Company (Issuer))
CALWEST INDUSTRIAL PROPERTIES, LLC (Offeror)
ROOSTER ACQUISITION CORP. (Offeror)
(Names of Filing Persons (Identifying
Status as Offeror, Issuer or Other Person))
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COMMON SHARES OF BENEFICIAL INTEREST,
PAR VALUE $0.01 PER SHARE
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
127072106
(CUSIP Number of Class of Securities)
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Charles B. Leitner, III
Principal
RREEF America L.L.C.
320 Park Avenue
New York, New York 10022-6815
Telephone: (212) 688-3900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
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COPIES TO:
Richard V. Smith, Esq. Elaine F. Stein, Esq. Edward J. Schneidman, Esq.
Orrick, Herrington & Sutcliffe LLP Orrick, Herrington & Sutcliffe LLP Michael L. Hermsen, Esq.
Old Federal Reserve Bank Building 666 Fifth Avenue Mayer, Brown & Platt
400 Sansome Street New York, New York 10103 190 South Lasalle Street
San Francisco, California 94111 Telephone: (212) 506-5000 Chicago, Illinois 60603
Telephone: (415) 392-1122 Telephone: (312) 782-0600
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$1,185,871,032 $237,175
(footnote on following page)
(footnote from previous page)
- ---------------
* Estimated for purposes of calculating the amount of filing fee only. This
calculation assumes (i) the exercise of each outstanding option (including
dividend equivalent units) to purchase common shares of beneficial interest of
Cabot Industrial Trust, par value $.01 per share, and common units of limited
partnership interest of Cabot Industrial Properties, L.P., (ii) the conversion
of all outstanding common limited partnership interests of Cabot Industrial
Properties, L.P. into common shares of Cabot Industrial Trust and (iii) the
purchase of all Cabot Industrial Trust's outstanding common shares of
beneficial interest (including the associated preferred share purchase rights)
at a price per share of $24 in cash. As of November 2, 2001, there were issued
and outstanding (i) 41,251,871 common shares of beneficial interest of Cabot
Industrial Trust, par value $.01 per share, (ii) 2,426,255 common limited
partnership units of Cabot Industrial Properties, L.P., excluding those units
held by Cabot Industrial Trust, and (iii) 5,733,167 options (including
dividend equivalent units) to purchase common shares of beneficial interest of
Cabot Industrial Trust and common units of limited partnership interests of
Cabot Industrial Properties, L.P. The amount of the filing fee, calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended,
equals 1/50 of one percent of the transaction valuation.
/X/ Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $237,175
Form or Registration No.: Schedule TO (File No. 005-53713)
Filing Party: CalWest Industrial Properties, LLC and Rooster Acquisition Corp.
Date Filed: November 5, 2001
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
AMENDMENT NO. 2 TO TENDER OFFER STATEMENT
This Amendment No. 2 to the Tender Offer Statement on Schedule TO ("Schedule
TO") is filed by CalWest Industrial Properties, LLC, a California limited
liability company ("CalWest"), and Rooster Acquisition Corp., a Maryland
corporation and wholly owned subsidiary of CalWest. This Schedule TO relates to
the third-party tender offer by Rooster Acquisition Corp. to purchase all of the
issued and outstanding common shares of beneficial interest, par value $0.01 per
share (the "Common Shares"), of Cabot Industrial Trust ("Cabot"), a Maryland
real estate investment trust (including the associated preferred share purchase
rights issued pursuant to the Rights Agreement dated as of June 11, 1998, as
amended and restated as of September 10, 1998, and as further amended on October
28, 2001 between Cabot and EquiServe Limited Partnership (as successor to
BankBoston, N.A.)), at a price of $24.00 per Common Share, net to the selling
shareholder in cash, without interest, subject to reduction only for any federal
backup withholding or stock transfer taxes payable by such selling shareholder,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated November 5, 2001 (the "Offer to Purchase"), and in the related Letter of
Transmittal. Capitalized terms used herein and not otherwise defined shall have
the meaning ascribed to them in the Offer to Purchase and the Schedule TO.
ITEMS 1 THROUGH 9 AND 11.
Items 1 though 9 and 11 of the Schedule TO, which incorporate by reference
the information contained in the Offer to Purchase, are hereby amended and
supplemented as follows:
(1) The fifth paragraph of Section 1 of the Offer to Purchase (entitled
"Terms of the Offer; Expiration Date") is hereby amended by inserting the
following sentence at the end thereof:
"Pursuant to Rule 14d-11 under the Exchange Act, any such subsequent
offering period may not be held open longer than twenty business days
following our acceptance for payment of Common Shares in the Offer."
(2) The first paragraph of Section 14 of the Offer to Purchase (entitled
"Conditions to the Offer") is hereby amended by inserting the following
immediately prior to the semi-colon at the end thereof:
"(all conditions, other than those involving receipt of necessary
governmental approvals, will be satisfied or waived on or before the
expiration of the Offer)"
ITEM 12 EXHIBITS
(a)(1) Offer to Purchase dated November 5, 2001.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Text of joint press release issued by Cabot and CalWest dated October 29,
2001.*
(a)(7) Text of internal memo from RREEF America L.L.C. to all of its employees
dated October 29, 2001.*
(a)(8) Text of press release issued by CalPERS dated October 30, 2001.*
(a)(9) Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.*
(a)(10) Summary advertisement.*
(a)(11) Text of RREEF's Web Page content posted on November 6, 2001.*
(a)(12) Form of Cabot Industrial Trust letter to holders of common units of limited
partnership interests in Cabot LP that executed a Shareholder Agreement,
each dated November 8, 2001.
(a)(13) Form of Cabot Industrial Trust letter to holders of common units of limited
partnership interests in Cabot LP that executed a Unitholder Agreement, each
dated November 8, 2001.
(a)(14) Form of Cabot Industrial Trust letter to holders of common units of limited
partnership interests in Cabot LP that did not execute a Shareholder
Agreement or Unitholder Agreement, each dated November 8, 2001.
(b)(1) Commitment Letter, dated October 26, 2001, between Goldman Sachs Mortgage
Company and CalWest.*
(c) Not applicable.
(d)(1) Confidentiality Agreement, dated May 23, 2001, between Cabot and RREEF.*
(d)(2) Letter Agreement, dated September 5, 2001, among Cabot, Cabot LP and RREEF.*
(d)(3) Agreement and Plan of Merger, dated as of October 28, 2001, by and among
CalWest, Rooster Acquisition Corp., Cabot and Cabot, LP. The filing persons
agree to furnish supplementally a copy of any omitted schedule to the
Securities and Exchange Commission upon request.*
(d)(4) Form of Shareholder Agreement, each dated as of October 28, 2001, by and among
CalWest, Rooster Acquisition Corp., Cabot, Cabot LP and certain common share
holders. *
(d)(5) Form of Unitholder Agreement, each dated as of October 28, 2001, by and
among CalWest, Rooster Acquisition Corp., Cabot, Cabot LP and certain
holders of common units of limited partnership interests in Cabot LP.*
(d)(6) Form of Shareholder Agreement, each dated as of October 28, 2001, by and
among CalWest, Rooster Acquisition Corp., Cabot, Cabot LP and each of
Ferdinand Colloredo-Mansfeld and certain of his affiliates and Robert E.
Patterson and certain of his affiliates.*
(d)(7) Option Agreement, dated as of October 28, 2001, by and among Cabot and
CalWest.*
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) None.
_____________________________
* Previously filed.
2
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
CALWEST INDUSTRIAL PROPERTIES, LLC,
a California limited liability company
By: RREEF America L.L.C., its Manager
By: /s/ CHARLES B. LEITNER, III
----------------------------
Charles B. Leitner, III
Senior Vice President
Dated: November 20, 2001
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
ROOSTER ACQUISITION CORP.
By: /s/ CHARLES B. LEITNER, III
----------------------------
Charles B. Leitner, III
President
Dated: November 20, 2001
EXHIBIT INDEX
DESCRIPTION
(a)(1) Offer to Purchase dated November 5, 2001.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Text of joint press release issued by Cabot and CalWest dated October 29,
2001.*
(a)(7) Text of internal memo from RREEF America L.L.C. to all of its employees
dated October 29, 2001.*
(a)(8) Text of press release issued by CalPERS dated October 30, 2001.*
(a)(9) Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.*
(a)(10) Summary advertisement.*
(a)(11) Text of RREEF's Web Page content posted on November 6, 2001.*
(a)(12) Form of Cabot Industrial Trust letter to holders of common units of limited
partnership interests in Cabot LP that executed a Shareholder Agreement,
each dated November 8, 2001.
(a)(13) Form of Cabot Industrial Trust letter to holders of common units of limited
partnership interests in Cabot LP that executed a Unitholder Agreement, each
dated November 8, 2001.
(a)(14) Form of Cabot Industrial Trust letter to holders of common units of limited
partnership interests in Cabot LP that did not execute a Shareholder
Agreement or Unitholder Agreement, each dated November 8, 2001.
(b)(1) Commitment Letter, dated October 26, 2001, between Goldman Sachs Mortgage
Company and CalWest.*
(c) Not applicable.
(d)(1) Confidentiality Agreement, dated May 23, 2001, between Cabot and RREEF.*
(d)(2) Letter Agreement, dated September 5, 2001, among Cabot, Cabot LP and RREEF.*
(d)(3) Agreement and Plan of Merger, dated as of October 28, 2001, by and among
CalWest, Rooster Acquisition Corp., Cabot and Cabot, LP. The filing persons
agree to furnish supplementally a copy of any omitted schedule to the
Securities and Exchange Commission upon request.*
(d)(4) Form of Shareholder Agreement, each dated as of October 28, 2001, by and among
CalWest, Rooster Acquisition Corp., Cabot, Cabot LP and certain common share
holders. *
(d)(5) Form of Unitholder Agreement, each dated as of October 28, 2001, by and
among CalWest, Rooster Acquisition Corp., Cabot, Cabot LP and certain
holders of common units of limited partnership interests in Cabot LP.*
(d)(6) Form of Shareholder Agreement, each dated as of October 28, 2001, by and
among CalWest, Rooster Acquisition Corp., Cabot, Cabot LP and each of
Ferdinand Colloredo-Mansfeld and certain of his affiliates and Robert E.
Patterson and certain of his affiliates.*
(d)(7) Option Agreement, dated as of October 28, 2001, by and among Cabot and
CalWest.*
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) None.
_____________________________
* Previously filed.