UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 15
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CENTER TRUST, INC.
(formerly, Center Trust Retail Properties, Inc.;
formerly Alexander Haagen Properties, Inc.)
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
40443E100
(CUSIP Number)
Marjorie L. Reifenberg, Esq.
Lazard Freres Real Estate Investors L.L.C.
30 Rockefeller Plaza
New York, NY 10020
(212) 632-6000
with a copy to:
Lance C. Balk, Esq.
Kirkland & Ellis
Citigroup Center
153 East 53rd Street
New York, New York 10022
(212) 446-4950
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 5, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 40443E100 Page 2 of 9 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Prometheus Western Retail, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,261,006
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,405,660
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,261,006
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 13,405,660
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.18%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 40443E100 Page 3 of 9 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Prometheus Western Retail Trust
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF,OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,261,006
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,405,660
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,261,006
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 13,405,660
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.18%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 40443E100 Page 4 of 9 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LF Strategic Realty Investors L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF,OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,261,006
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,405,660
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,261,006
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 13,405,660
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.18%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN (limited partnership)
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 40443E100 Page 5 of 9 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lazard Freres Real Estate Investors L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF,OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,261,006
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,405,660
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,261,006
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 13,405,660
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.18%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
SCHEDULE 13D
CUSIP No. 40443E100 Page 6 of 9 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lazard Freres & Co. LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF,OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,261,006
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 13,405,660
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,261,006
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 13,405,660
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,666,666
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.18%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
This Amendment No. 15 to Schedule 13D is filed by Prometheus
Western Retail, LLC, a Delaware limited liability company ("Prometheus"),
Prometheus Western Retail Trust, a Maryland real estate investment trust
("Trust"), LF Strategic Realty Investors L.P., a Delaware limited partnership
("LF Realty"), Lazard Freres Real Estate Investors L.L.C., a New York
limited liability company ("LFREI"), and Lazard Freres & Co. LLC, a New
York limited liability company ("Lazard", and together with Prometheus, Trust,
LF Realty, and LFREI, the "Reporting Persons"). Capitalized terms used herein
but not defined shall have the meaning ascribed thereto in the Schedule 13D
dated June 10, 1997, as amended, filed by Prometheus and LF Realty (as amended,
the "Initial Schedule 13D"). This Amendment No. 15 to Schedule 13D hereby amends
and supplements the Initial Schedule 13D. All items not described herein remain
as previously reported in the Initial Schedule 13D.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety as
follows:
(a) This Statement is filed by (i) Prometheus, a Delaware
limited liability company, (ii) Trust, a Maryland real estate investment trust,
(iii) LF Realty, a Delaware limited partnership, (iv) LFREI, a New York limited
liability company, and (v) Lazard, a New York limited liability company.
(b) The principal business addresses of Prometheus, Trust, LF
Realty and LFREI is c/o Lazard Freres Real Estate Investors L.L.C., 30
Rockefeller Plaza, New York, New York 10020. The principal business address of
Lazard is 30 Rockefeller Plaza, New York, New York 10020.
(c) and (f) Prometheus was formed to acquire and hold the
Common Stock of the Issuer that was issued pursuant to the Stock Purchase
Agreement, dated as of June 1, 1997 by and between the Issuer, Prometheus and LF
Realty. Trust was formed by LF Realty on July 18, 1997 as a Maryland real estate
investment trust to invest in and to acquire, hold, manage, administer, control
and dispose of real property and related assets. Trust is the sole member of
Prometheus. The name, business address, citizenship and principal occupation or
employment of each of the executive officers and trustees of Trust are set forth
in Schedule 1 hereto which is incorporated by reference herein.
LF Realty is the sole common stockholder of Trust and is an
investment partnership formed to invest in companies owning and/or operating
real estate assets. LFREI is the general partner of LF Realty. LFREI's
activities consist principally of acting as general partner of several real
estate investment partnerships that are affiliated with Lazard. LFREI's
investment decisions must be approved by its investment committee. The name,
business address, principal occupation or employment and citizenship of each of
the executive officers of LFREI and each of the members of the Investment
Committee of LFREI are set forth in Schedule 2 which is incorporated by
reference herein. LFREI disclaims any beneficial ownership it may be deemed to
have of any of the shares of Common Stock.
Lazard is the managing member of LFREI. Lazard's activities
consist principally of financial advisory services. On a day-to-day basis,
Lazard is run by a management committee. The name, business address, principal
occupation or employment, and citizenship of each of the members of the
management committee of Lazard are set forth in Schedule 3 which is incorporated
by reference herein. Lazard disclaims any beneficial ownership it may be deemed
to have of any of the shares of Common Stock.
Lazard is wholly owned by Lazard LLC, a Delaware limited
liability company ("LLLC"), and therefore LLLC may be viewed as controlling
Lazard. LLLC is a holding company. The Head of Lazard controls LLLC subject to
the approval of certain significant matters by the Lazard Board of LLLC. The
name, business address, principal occupation or employment and citizenship of
each of the members of the Lazard Board of LLLC are set forth in Schedule 4
hereto which is incorporated by reference herein. The principal business office
of LLLC is 3711 Kennett Pike, Suite 120, P.O. Box 4649, Greenville, Delaware
19807-4649. Lazard, on behalf of LLLC, disclaims any beneficial ownership LLLC
may be deemed to have of any of the shares of Common Stock.
(d) and (e). During the last five years, to the best knowledge
of the Reporting Persons, none of the persons listed on Schedules 1 through 4 of
this Amendment No. 15 to Schedule 13D: (i) has been convicted in a
7
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
(ii) has been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction, and is or was, as a result of such proceeding,
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
Item 4. Purpose of Transaction
On November 5, 2002, the Issuer, Pan Pacific Retail
Properties, Inc. ("Pan Pacific") and MB Acquisition, Inc. ("Merger Sub") entered
into an Agreement and Plan of Merger (the "Merger Agreement") providing for (i)
the merger of Merger Sub with and into the Issuer (the "Merger"), whereupon the
existence of Merger Sub will cease and the Issuer will continue as the surviving
corporation (the "Surviving Corporation") and be a wholly-owned subsidiary of
Pan Pacific.
At the effective time of the Merger (the "Effective Time"), by
virtue of the Merger and without any action on the part of any holder of any
shares of the Common Stock, or common stock of Merger Sub:
- each issued and outstanding share of Common Stock (other than
shares to be canceled) shall be converted into the right to
receive 0.218 shares of Pan Pacific's common stock, $.01 par
value per share ("Pan Pacific Stock");
- each share of Common Stock that is owned by any subsidiary of
the Issuer or by Pan Pacific or any subsidiary of Pan Pacific
shall be canceled and retired without any conversion thereof
and no payment shall be made with respect thereto; and
- each issued and outstanding share of common stock of Merger
Sub shall be converted into and exchanged for one validly
issued, fully paid and nonassessable share of common stock of
the Surviving Corporation.
If a stock split, stock dividend or any similar event affects
the Common Stock or the Pan Pacific Stock before the Effective Time, the
exchange ratio of 0.218 shares of Pan Pacific Stock per share of Common Stock
will be adjusted to reflect the effect of such event.
Because the approval of the Issuer's stockholders holding
two-thirds of the issued and outstanding Common Stock is required by applicable
law in order to consummate the Merger, the Issuer will submit the Merger
Agreement to its stockholders for approval.
The obligations of the parties to the Merger Agreement to
effect the Merger are subject to certain conditions, and prior to the Effective
Time, the Issuer or Pan Pacific may terminate the Merger Agreement under certain
circumstances, in each case as set forth in the Merger Agreement. Certain
conditions to the Merger may not be waived by the Issuer, Pan Pacific or Merger
Sub without the written consent of the L Entities (defined below).
In connection with the Merger, it is expected that the
Issuer's Common Stock will cease to be quoted on the New York Stock Exchange and
will become eligible for termination of registration under the Securities
Exchange Act of 1934, as amended.
Concurrently with the execution and delivery of the Merger
Agreement, Pan Pacific, Prometheus, Trust, LF Realty, and LFREI (Prometheus,
Trust, LF Realty and LFREI are collectively referred to herein as the "L
Entities") have entered into a Stockholders Voting Agreement (the "Voting
Agreement"), whereby the L Entities have agreed on the terms and subject to the
conditions therein, to vote 13,405,660 shares of Common Stock (the "Subject
Shares"), among other things, in favor of the Merger and against any third-party
acquisition proposal involving the Issuer. Pursuant to the Voting Agreement, the
L Entities have also granted to Stuart A. Tanz, Chairman, President and Chief
Executive Officer of Pan Pacific, and Joseph B. Tyson, Executive Vice President
and Chief Financial Officer of Pan Pacific, an irrevocable proxy and power of
attorney to vote the Subject Shares in favor of the Merger during the term of
the Voting Agreement. The L Entities have no commitment to vote for or against
the Merger any shares of Common Stock beneficially owned by any of them, other
than the Subject Shares.
8
The Voting Agreement also provides that in certain
circumstances, each of the L Entities shall not, except as contemplated by the
terms of the Voting Agreement: (i) sell, transfer, pledge, encumber, assign or
otherwise dispose of any Subject Shares, except to another L Entity that agrees
to be bound by Prometheus's obligations under the Voting Agreement, or (ii)
solicit, initiate, conduct or continue any discussions with any third party
concerning an acquisition of the Issuer.
The Voting Agreement terminates immediately upon the earlier
of: (a) mutual consent of Pan Pacific and each of the L Entities, (b) the date
upon which the Merger Agreement is terminated in accordance with its terms, (c)
the Effective Time, or (d) April 30, 2002.
As an inducement for the L Entities to enter into the Voting
Agreement, concurrently with the execution of the Merger Agreement Pan Pacific
has entered into a Stockholders' Rights Agreement (the "Rights Agreement") with
the L Entities. Pursuant to the Rights Agreement, Pan Pacific has agreed to file
a shelf registration statement providing for the registration for resale under
the Securities Act of 1933, as amended (the "Securities Act"), of the shares of
Pan Pacific Stock issued to the L Entities in connection with the Merger. Pan
Pacific has agreed to use all reasonable efforts to cause the registration
statement to be effective before the Effective Time. The registration statement
must be continuously effective until the earliest of (x) the first day after the
first anniversary of the Effective Time upon which the L Entities and their
subsidiaries own less than one million of the shares of Pan Pacific Stock issued
to them in the Merger, (y) the third anniversary of the Effective Time, and (z)
the sale of all of the securities included in the registration statement to
persons unaffiliated with the L Entities.
The Rights Agreement also provides that the L Entities and
their subsidiaries may request up to two underwritten offerings of at least one
million shares of Pan Pacific Stock, to be conducted with the assistance of Pan
Pacific. The L Entities and their subsidiaries may also request that Pan Pacific
include their shares of Pan Pacific Stock in any underwritten offerings of Pan
Pacific Stock. The Rights Agreement also provides that the L Entities and their
subsidiaries are entitled to certain information rights so long as they continue
to hold 25% of the Pan Pacific Stock they received in the Merger.
The preceding summaries of certain provisions of the Merger
Agreement, the Voting Agreement and the Rights Agreement are not intended to be
complete and are qualified in their entirety by reference to the full text of
such agreements, copies of which are attached hereto as Exhibits 1, 2 and 3,
respectively, and are incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As described in Item 4, on November 5, 2002, the L entities
entered into the Voting Agreement and the Rights Agreement, copies of which are
attached as Exhibits hereto and are incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits
Exhibit 1 -- Agreement and Plan of Merger, dated as of
November 5, 2002, by and among Pan Pacific
Retail Properties, Inc., Center Trust, Inc.
and MB Acquisition, Inc.
Exhibit 2 -- Stockholders Voting Agreement, dated as of
November 5, 2002, by and among Pan Pacific
Retail Properties, Inc., Prometheus Western
Retail, LLC, Prometheus Western Retail
Trust, LF Strategic Realty Investors L.P.
and Lazard Freres Real Estate Investors
L.L.C.
Exhibit 3 -- Stockholders' Rights Agreement, dated as of
November 5, 2002, by and among Pan Pacific
Retail Properties, Inc., Prometheus Western
Retail, LLC, Prometheus Western Retail
Trust, LF Strategic Realty Investors L.P.
and Lazard Freres Real Estate Investors
L.L.C.
9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November 6, 2002
PROMETHEUS WESTERN RETAIL, LLC
By: Prometheus Western Retail Trust,
its sole member
By: /s/ Mark S. Ticotin
---------------------------------
Name: Mark S. Ticotin
Title: Vice President
PROMETHEUS WESTERN RETAIL TRUST
By: /s/ Mark S. Ticotin
---------------------------------
Name: Mark S. Ticotin
Title: Vice President
LF STRATEGIC REALTY INVESTORS L.P.
By: Lazard Freres Real Estate
Investors L.L.C.,
as general partner
By: /s/ Mark S. Ticotin
---------------------------------
Name: Mark S. Ticotin
Title: Managing Principal
LAZARD FRERES REAL ESTATE INVESTORS
L.L.C.
By: /s/ Mark S. Ticotin
---------------------------------
Name: Mark S. Ticotin
Title: Managing Principal
LAZARD FRERES & CO. LLC
By: /s/ Scott D. Hoffman
---------------------------------
Name: Scott D. Hoffman
Title: Managing Director
SCHEDULE 1
EXECUTIVE OFFICERS AND TRUSTEES OF PROMETHEUS WESTERN RETAIL TRUST
The following is a list of the executive officers and the
trustees of Prometheus Western Retail Trust ("Trust"), setting forth the present
and principal occupation for each such person and the corporation or other
organization in which such employment is conducted. The business address of each
such person is 30 Rockefeller Plaza, New York, NY 10020 and each person is a
citizen of the United States.
EXECUTIVE OFFICERS OF TRUST
Name Title Principal Occupation
---- ----- --------------------
Matthew J. Lustig President of Trust Managing Principal of Lazard Freres Real Estate
Investors L.L.C. ("LFREI") and Managing Director of
Lazard Freres & Co. LLC
John A. Moore Vice President and Chief Managing Principal and Chief Financial Officer of LFREI
Financial Officer of Trust
Mark S. Ticotin Vice President of Trust Managing Principal of LFREI
Marjorie L. Reifenberg Secretary of Trust Principal and General Counsel of LFREI
Henry C. Herms Treasurer of Trust Controller of LFREI
TRUSTEES OF TRUST
Name Principal Occupation
---- --------------------
Matthew J. Lustig Managing Principal of LFREI and Managing Director of Lazard Freres &
Co. LLC
John A. Moore Managing Principal and Chief Financial Officer of LFREI
Mark S. Ticotin Managing Principal of LFREI
SCHEDULE 2
EXECUTIVE OFFICERS AND MEMBERS OF THE INVESTMENT COMMITTEE
OF LAZARD FRERES REAL ESTATE INVESTORS L.L.C.
The following is a list of the executive officers and of the
members of the investment committee of Lazard Freres Real Estate Investors
L.L.C. ("LFREI"), setting forth the present and principal occupation and
citizenship for each such person and the corporation or other organization in
which such employment is conducted. The business address of each such person is
30 Rockefeller Plaza, New York, NY 10020. Except as otherwise indicated, each
such person is a citizen of the United States.
LFREI EXECUTIVE OFFICERS
------------------------
Robert C. Larson Chairman and Managing Principal of LFREI and Managing Director of Lazard
Freres & Co. LLC
Matthew J. Lustig Managing Principal of LFREI and Managing Director of Lazard Freres & Co. LLC
John A. Moore Managing Principal and Chief Financial Officer of LFREI
Mark S. Ticotin Managing Principal of LFREI
Gary Ickowicz Principal of LFREI
Marjorie L. Reifenberg Principal, General Counsel and Secretary of LFREI
Douglas N. Wells Principal of LFREI
(Citizen of Canada)
Andrew E. Zobler Principal of LFREI
Henry C. Herms Controller of LFREI
LFREI INVESTMENT COMMITTEE
Albert H. Garner Managing Director of Lazard Freres & Co. LLC
Steven J. Golub Managing Director of Lazard Freres & Co. LLC
Jonathan H. Kagan Managing Director of Lazard Freres & Co. LLC
Robert C. Larson Chairman and Managing Principal of LFREI and Managing Director of Lazard
Freres & Co. LLC
Matthew J. Lustig Managing Principal of LFREI and Managing Director of Lazard Freres & Co. LLC
James A. Paduano Managing Director of Lazard Freres & Co. LLC
Mark S. Ticotin Managing Principal of LFREI
Ali E. Wambold Managing Director of Lazard Freres & Co. LLC
SCHEDULE 3
MEMBERS OF THE MANAGEMENT COMMITTEE OF LAZARD FRERES & CO. LLC
Set forth below are the names of each of the members of the
management committee of Lazard Freres & Co. LLC. Except as otherwise indicated,
the principal occupation for each such person is managing director of Lazard
Freres & Co. LLC, the business address of each such person is 30 Rockefeller
Plaza, New York, New York 10020 and each person is a citizen of the United
States.
Principal Occupation
Name (if other than as indicated above)
---- ----------------------------------
Michael Castellano
Norman Eig Co-Chief Executive Officer of Lazard Asset Management and
Managing Director of Lazard Freres & Co. LLC
Steven J. Golub
Scott D. Hoffman
Kenneth M. Jacobs Deputy Chairman of Lazard and Managing Director and Head of House
of Lazard Freres & Co. LLC
Gary S. Shedlin
David L. Tashjian
Ali E. Wambold
Charles G. Ward, III President of Lazard
\ SCHEDULE 4
LAZARD BOARD OF LAZARD LLC
Set forth below are the members of the Lazard Board of Lazard
LLC, their business address, principal occupation and citizenship:
Principal Occupation
Name and Business Address Citizenship
---- -------------------- -----------
Marcus Agius Deputy Chairman of Lazard; and Chairman and United Kingdom
Managing Director of Lazard Brothers & Co.,
Limited
Lazard Brothers & Co., Limited
21 Moorfields
London EC2P 2HT
United Kingdom
Antoine Bernheim Investor France
Chairman of Assicurazioni Generali S.p.A.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Gerardo Braggiotti Deputy Chairman of Lazard; Managing Director Italy
of Lazard Freres S.A.S., Lazard Freres & Co.
LLC and Lazard Brothers & Co., Limited; Vice
Chairman of Lazard AB Stockholm and Lazard &
C. Srl; Member of Supervisory Board of
Lazard & Co. GmbH; and Chairman of Lazard
Asesores Financieras S.A.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Michel A. David-Weill Chairman of Lazard and Chairman of the France
Lazard Board of Lazard LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020, USA
Jean Guyot Investor France
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Kenneth M. Jacobs Deputy Chairman of Lazard; and Managing USA
Director and Head of House of Lazard Freres
& Co. LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020, USA
Principal Occupation
Name and Business Address Citizenship
---- -------------------- -----------
Alain Merieux President Directeur General (CEO) France
BioMerieux S.A. and BioMerieux Alliance
69280 Marcy L'Etoile
France
Bruno M. Roger Chairman and Head of House of Lazard Freres France
S.A.S.
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Patrick G.P. Sayer Chief Executive Officer of Eurazco France
Eurazco
3 rue Jacques Bingen
75017 Paris France
Francois Voss Managing Director of Lazard Freres S.A.S. France
Lazard Freres S.A.S.
121 Boulevard Haussmann
75382 Paris Cedex 08 France
Bruce Wasserstein Head of Lazard and Chairman of the Executive USA
Committee of Lazard Strategic Coordination
Company LLC
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020, USA