SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
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 $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.
Orrick, Herrington & Orrick, Herrington & Schneidman, Esq.
Sutcliffe LLP Sutcliffe LLP Michael L. Hermsen, Esq.
Old Federal Reserve Bank 666 Fifth Avenue Mayer, Brown & Platt
Bank Building New York, New York 10103 190 South Lasalle Street
400 Sansome Street Telephone: (212) 506-5000 Chicago, Illinois 60603
San Francisco, Telephone: (312)782-0600
California 94111
Telephone: (415)
392-1122
Calculation of Filing
Transaction Valuation* Fee 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: / /
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AMENDMENT NO. 1 TO TENDER OFFER STATEMENT
This Amendment No. 1 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 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 (which, as amended or supplemented from time to time, together
constitute the "Offer"). Capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to them in the Offer to Purchase.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following exhibit:
(a) (11) Text of RREEF's Web Page content posted on November 6,
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.
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 6, 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 6, 2001
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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 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.*
(a)(11) Text of RREEF's Web Page content posted on
November 6, 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, 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 unites 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.
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Exhibit 99. (a)(11)
"News" for RREEF Web Page
CalWest SEALS $2.1 BILLION INDUSTRIAL
REAL ESTATE ACQUISITION
RREEF is pleased to announce that CalWest Industrial Properties, LLC (CalWest),
a joint venture between RREEF and California Public Employees' Retirement System
(CalPERS) has entered into a definitive merger agreement to acquire all of the
outstanding common shares of Cabot Industrial Trust for $24 per share. The total
value of the all-cash transaction, including Cabot's debt and preferred
securities, is approximately $2.1 billion.
CalWest has commenced an all-cash tender offer and expects to close the
transaction in December 2001. The transaction will add 360 industrial properties
to CalWest's real estate portfolio.
CalWest will assume ownership of more than 41 million square feet of warehouse,
distribution and workspace in 19 major metropolitan areas across the nation. The
properties span the U.S. map from Seattle to New York, including California
cities such as Los Angeles, San Francisco, San Diego, and San Jose. The cities
are expected to have the strongest long-term prospects, based on employment and
distributions trends. RREEF will be responsible for property and portfolio
management.
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