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.
(Name of Filing Person (Offeror))
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COMMON SHARES OF BENEFICIAL INTEREST,
PAR VALUE $.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
Senior Vice President
RREEF America, LLC
101 California Street, 26th floor
San Francisco, California 94111
Telephone: (415) 781-3300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and
Communications on Behalf of Filing Person)
------------------------------
COPIES TO:
Richard V. Smith, Esq. Edward J.
Schneidman, Esq.
Orrick, Herrington & Mayer, Brown &
Sutcliffe LLP Platt
Old Federal Reserve 190 South Lasalle
Bank Building Street
400 Sansome Street Chicago, Illinois 60603
San Francisco, Telephone: (312)
California 94111 782-0600
Telephone: (415) 392-1122
/X/ 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: / /
Item 12 EXHIBITS
(a) (1) (A) Internal Memo from RREEF Amercia, LLC to all its
employees dated October 29, 2001.
EXHIBIT INDEX
(a) (1) (A) Internal Memo from RREEF Amercia, LLC to all its
employees dated October 29, 2001.
Exhibit (a) (1) (A)
To:
cc:
Subject: Breaking News
All Employees
FROM: Chuck Leitner
DATE: October 29, 2001
RE: Cabot Industrial Trust Acquisition
Early this morning a major transaction was announced between RREEF, on behalf of
CalWest, and Cabot Industrial Trust in Boston. The executed merger agreement
provides for CalWest to acquire through a tender offer all of the outstanding
common shares of Cabot, a publicly traded real estate investment trust. If it is
successful, the tender offer is expected to close in mid-December.
The acquisition involves over 41 million square feet of industrial property and
4.5 million square feet of development opportunities in 400 properties located
throughout the major US markets. The transaction has a total value of
approximately $2.1 billion. Cabot has an extensive management organization,
primarily based in Boston, and we will be working with them over the next
several weeks to integrate many of the people into our organization.
This transaction has been a monumental task and has been in progress for several
months with the extremely burdensome requirement of maintaining strict
confidentiality every step of the way. Our success to date has been the result
of a classic RREEF team effort involving Acquisitions, Capital Markets,
Portfolio Management, Client Relations, Property Management (including nearly
every district office), Research, Risk Management, Engineering, Finance,
Accounting, IT, Communications, Human Capital and Legal. The continued effort of
all of these departments will be required not only during the next several weeks
to close this transaction but, over the next several months to assure a
successful transition of this portfolio.
The leadership team for this transaction including Tim Keith (Acquisition lead),
Chris Hughes (Capital Markets lead), Andy Harper (Financial Analyst lead),
Warren Otto (Portfolio Management/ CalWest lead), Steve Steppe (Client
Relationslead), Michael McGowan (Research lead) and Mary Godlewski
(Administrative lead) would like to thank everyone involved for your
professionalism, talents and efforts in positioning RREEF for such an exciting
and significant piece of business. The strength and depth of this company
strikes again! Give yourselves a pat on the back today Team RREEF, you deserve
it.
This is a very public transaction and we expect numerous inquiries. It is very
important that all inquiries be responded to with no comment and referred to
either me in New York or Cindy Talmadge in Chicago.