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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CABOT INDUSTRIAL TRUST
(Name of Subject Company (Issuer))
CALWEST INDUSTRIAL PROPERTIES, LLC
ROOSTER ACQUISITION CORP.
(Names of Filing Persons (Offerors))
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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 Person)
-----------------
COPIES TO:
Richard V. Smith, Esq. Elaine F. Stein, Esq. Edward J. Schneidman, Esq.
Orrick, Herrington & Orrick, Herrington & Michael L. Hermsen, Esq.
Sutcliffe LLP Sutcliffe LLP Mayer, Brown & Platt
Old Federal Reserve Bank 666 Fifth Avenue 190 South Lasalle Street
Building New York, New York 10103 Chicago, Illinois 60603
400 Sansome Street Telephone: (212) 506-5000 Telephone: (312) 782-0600
San Francisco, California
94111
Telephone: (415) 392-1122
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$1,185,871,032 $237,175
(footnote on following page)
[_]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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[_]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: [_]
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(footnote from previous page)
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* 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.
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CalWest Industrial Properties, LLC ("CalWest"), a California limited
liability company, and Rooster Acquisition Corp., a Maryland corporation and
wholly owned subsidiary of CalWest, are filing this tender offer statement on
Schedule TO. 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 $.01 per share (the "Common Shares"),
of Cabot Industrial Trust ("Cabot"), a Maryland real estate investment trust,
at a price per Common Share of $24 net to the selling shareholder in cash,
subject to reduction only for any federal backup withholding or stock transfer
taxes payable by such selling shareholder. The purchase by Rooster Acquisition
Corp. of the Common Shares includes the associated preferred share purchase
rights (the "Rights") issued pursuant to a 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.), as Rights Agent.
The third-party tender offer described above is made upon the terms and
subject to the conditions set forth in the Offer to Purchase of Rooster
Acquisition Corp., dated November 5, 2001 (the "Offer to Purchase"), and in the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). The information set
forth in the Offer to Purchase and the related Letter of Transmittal is
incorporated herein by reference with respect to Items 1-11 of this Schedule
TO. The information set forth in (i) the Confidentiality Agreement, dated May
23, 2001, between Cabot and RREEF America L.L.C., ("RREEF"), a Delaware limited
liability company and manager of CalWest, a copy of which is attached hereto as
Exhibit (d)(1), (ii) the Letter Agreement, dated September 5, 2001 among Cabot,
Cabot Industrial Properties, L.P., a Delaware limited partnership and majority
owned subsidiary of Cabot of which Cabot is the sole general partner ("Cabot
LP"), and RREEF, a copy of which is attached hereto as Exhibit (d)(2), (iii)
the Agreement and Plan of Merger, dated as of October 28, 2001, by and among
CalWest, Rooster Acquisition Corp., Cabot and Cabot LP, a copy of which is
attached hereto as Exhibit (d)(3), (iv) the form of Shareholder Agreements,
each dated as of October 28, 2001, by and among CalWest, Rooster Acquisition
Corp., Cabot, Cabot LP and certain holders of Common Shares, a copy of which is
attached hereto as Exhibit (d)(4), (v) the form of Unitholder Agreements, 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, a copy of which is attached hereto as Exhibit (d)(5),
(vi) the form of Shareholder Agreements, 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 Patterson
and certain of his affiliates, a copy of which is attached hereto as Exhibit
(d)(6), and (vii) the Option Agreement, dated as of October 28, 2001, between
Cabot and CalWest, a copy of which is attached hereto as Exhibit (d)(7), is
incorporated herein by reference with respect to Items 5 and 11 of this
Schedule TO. The information set forth in the Commitment Letter, dated October
26, 2001, between Goldman Sachs Mortgage Company and CalWest, a copy of which
is attached hereto as Exhibit (b)(1), is incorporated herein by reference with
respect to Item 7 of this Schedule TO.
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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 to all 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.
(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, by and 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 Agreements, each dated as of October 28, 2001, by and among CalWest,
Rooster Acquisition Corp., Cabot, Cabot LP and certain common shareholders.
(d)(5) Form of Unitholder Agreements, 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 Agreements, 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, between Cabot and CalWest.
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not Applicable.
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SIGNATURE
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 5, 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 5, 2001
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EXHIBIT INDEX
Exhibit
No 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 to all it 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.
(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 shareholders.
(d)(5) Form of Unitholder Agreements, 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 Agreements, 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, between Cabot and CalWest.
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) None.
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