-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HhpjtjpChx67pjO/R9AOWa6bi96TXM8mRqzwLEYivtrsnU05rJwG/C4l74uNptWu lmPns+7ViUxnmIa3JcZPXA== 0000931763-01-502273.txt : 20020411 0000931763-01-502273.hdr.sgml : 20020411 ACCESSION NUMBER: 0000931763-01-502273 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011121 GROUP MEMBERS: ROOSTER ACQUISITION CORPORATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALWEST INDUSTRIAL PROPERTIES LLC CENTRAL INDEX KEY: 0001161627 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 913295774 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 101CALIFORNIA STREET 26TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 91111-5853 BUSINESS PHONE: 4157813300 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CABOT INDUSTRIAL TRUST CENTRAL INDEX KEY: 0001047696 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043397866 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53713 FILM NUMBER: 1797238 BUSINESS ADDRESS: STREET 1: TWO CENTER PLAZA STREET 2: SUITE 200 CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6177230900 MAIL ADDRESS: STREET 1: TWO CENTER PLAZA SUITE 200 STREET 2: TWO CENTER PLAZA SUITE 200 CITY: BOSTON STATE: MA ZIP: 02108 SC TO-T/A 1 dsctota.txt SCHEDULE TO-T AMENDMENT #2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- 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)) --------------------------------------- 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) ------------------------------ 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) ------------------------------ 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. EX-99.(A)(12) 3 dex99a12.txt LETTER TO UNITHOLDERS 1 Exhibit 99.(a)(12) November 8, 2001 Dear Limited Partner: As you are aware, on October 28, 2001, Cabot Industrial Trust (the "Company") entered into an agreement and plan of merger with CalWest Industrial Properties, LLC ("CalWest"), Rooster Acquisition Corp. ("Rooster Acquisition Corp.") and Cabot Industrial Properties, L.P. (the "Partnership"), providing for the acquisition of all of the outstanding shares of beneficial interest of the Company (the "Common Shares") not already owned by Rooster Acquisition Corp. and its affiliates pursuant to a tender offer (the "Offer"). As you are also aware, you have executed a Shareholder Agreement, pursuant to which you have agreed to convert your units of limited partnership interest in the Partnership (the "Units") into Common Shares, on a one-for-one basis pursuant to the Partnership's limited partnership agreement, and tender those Common Shares into the Offer and receive an amount in cash equal to $24.00 per Common Share. We have enclosed the Offer to Purchase dated November 5, 2001, the Schedule 14D-9 filed by the Company, the Notice of Guaranteed Delivery, the Letter of Transmittal and the Instructions for completing the Form W-9, all of which have been delivered to the Company's shareholders in connection with the Offer. Additionally, a Notice of Conversion of Units is enclosed. In the event that less than all of the holders of Units convert their Units into Common Shares prior to the closing of the Offer, the Company, the Partnership, CalWest and Rooster Acquisition have agreed to take all actions necessary to effect a merger of a wholly owned subsidiary of CalWest or Rooster Acquisition Corp. with and into the Partnership, with the Partnership as the surviving entity. Pursuant to such a merger, the holders of Units would receive an amount in cash equal to $24.00 per Unit. Additionally, CalWest and Rooster Acquisition Corp. have entered into Shareholder Agreements with each of Ferdinand Colloredo-Mansfeld and Robert Paterson and certain of their affiliates, which allow CalWest or Rooster Acquisition Corp. to acquire such parties' Units. Upon such acquisition, CalWest or Rooster Acquisition Corp. would own at least majority of the then outstanding Units and would amend the Partnership's agreement of limited partnership to provide that the a merger of the Partnership with or into another entity would not cause a liquidation, dissolution or winding-up of the Partnership. This paragraph shall serve as notice to you of any such merger required to be provided to each limited partner pursuant to Section 8.7 of the Partnership's agreement of limited partnership. We have established a procedure with EquiServe, the transfer agent for the Common Shares ("EquiServe"), and Computershare Trust Company of New York, which is acting as the depositary for all of the Common Shares tendered in the Offer, whereby your Units will be converted and the resulting Common Shares will be tendered immediately prior to the close of the Offer by Rooster Acquisition Corp. This means that your Units will not be converted unless the Offer is going to close. The Company will hold your documents in escrow until immediately prior to the close of the Offer, and if the Offer is going to close, will authorize the conversion of your specified Units into Common Shares and the tender of your Common Shares into the Offer. Conversion of Units into Common Shares In order to convert your Units you must sign the enclosed Notice of Conversion and deliver such notice with your Unit Certificate to the Company. Your name, address and number of Units have been filled in on the Notice of Conversion; however, if you intend to have the Common Shares that will be issued upon the conversion of your Units issued in the name of another person or entity you must complete the remainder of the Notice of Conversion. Upon receipt of a Notice of Conversion, the Company will instruct its transfer agent to issue a certificate or certificates representing such Common Shares. A signature guarantee set forth on the Notice of Conversion will only be required if the Common Shares are to be issued in the name of a party other than the record holder of such Units. Tender of Common Shares Upon conversion of your Units into Common Shares, the Company will instruct EquiServe to tender such Common Shares and deposit such Common Shares with Computer Share Trust Company of New York. You are required to complete and sign the following documents in connection with a tender of any Common Shares you receive upon conversion of your Units. a. Notice of Guaranteed Delivery. You must complete and deliver the enclosed Notice of Guaranteed Delivery to the Company which will forward your materials to Computershare Trust Company of New York as directed on the Notice of Guaranteed Delivery. Your name, address and the number of Common Shares to be tendered have been included on page 2 of the Notice of Guaranteed Delivery. Please sign and date the Notice of Guaranteed Delivery, as indicated on page 2, and include your phone number. b. Letter of Transmittal. In addition to the Notice of Guaranteed Delivery, you must complete and deliver the enclosed Letter of Transmittal to the Company which will deliver your materials to Computershare Trust Company of New York as directed on the Letter of Transmittal. Your name, address and the number of Common Shares to be tendered have been included on the front page of the Letter of Transmittal. Please sign and date the Letter of Transmittal as indicated on the top of page 6. If you intend to have the payment for the Common Shares delivered to a person, entity or address other than the person, entity or address set forth on the front page of the Letter of Transmittal, you must complete the Special Payment Instructions or Special Delivery Instructions set forth on page 5 of the Letter of Transmittal. Finally, you must complete the information on the Form W-9, included following page 11, and sign and date that form. The relevant documents will be sent to EquiServe and the Common Shares issued to you upon the conversion of your Units will be transmitted to Computershare Trust Company of New York for participation in the Offer. In addition, all documentation that you send to the Company in order to tender your Common Shares will be sent to Computershare Trust Company by the Company. Following the closing of the Offer, a check will be sent to you at the address set forth on the Letter of Transmittal. If the Offer does not close, your Units will not be converted and will be returned to you by the Company. You may recognize gain upon the conversion of your units and the tendering of the Common Shares issued to you after conversion. You should consult your tax advisor regarding the specific tax consequences to you of the conversion of your Units and the tendering of Common Shares. If you separately own Common Shares which you intend to tender, please submit a separate Letter of Transmittal directly to the depositary for those shares pursuant to the instructions set forth in the Offer to Purchase. Send the documents listed below to Cabot Industrial Trust, Two Center Plaza, Suite 200, Boston, Massachusetts 02109, Attention: Neil Waisnor. A prepaid Federal Express envelope is enclosed in which you may return the documents. 1. An executed Escrow Instruction Letter and Letter of Direction, a form of which is attached; 2. An executed Notice of Conversion along with your Unit Certificate for the Units to be converted; 3. An executed Notice of Guaranteed Delivery; and 4. An executed Letter of Transmittal. THE DOCUMENTS MUST BE RECEIVED IN ESCROW BY THE COMPANY ON OR BEFORE NOVEMBER 29, 2001. Should you have any questions regarding the enclosed materials, you may contact either Neil Waisnor at (617) 723-4091 or David Malinger at (312) 701- 8662. Sincerely, Robert E. Patterson President Cabot Industrial Trust EX-99.(A)(13) 4 dex99a13.txt LETTER TO UNITHOLDERS 2 Exhibit 99.(a)(13) November 8, 2001 Dear Limited Partner: As you are aware, on October 28, 2001, Cabot Industrial Trust (the "Company") entered into an agreement and plan of merger with CalWest Industrial Properties, LLC ("CalWest"), Rooster Acquisition Corp. ("Rooster Acquisition Corp.") and Cabot Industrial Properties, L.P. (the "Partnership"), providing for the acquisition of all of the outstanding shares of beneficial interest of the Company (the "Common Shares") not already owned by Rooster Acquisition Corp. and its affiliates pursuant to a tender offer (the "Offer"). As you are also aware, you have executed a Unitholder Agreement, pursuant to which you have agreed to convert your units of limited partnership interest in the Partnership (the "Units") into Common Shares, on a one-for-one basis pursuant to the Partnership's limited partnership agreement, and tender those Common Shares into the Offer and receive an amount in cash equal to $24.00 per Common Share. We have enclosed the Offer to Purchase dated November 5, 2001, the Schedule 14D-9 filed by the Company, the Notice of Guaranteed Delivery, the Letter of Transmittal and the Instructions for completing the Form W-9, all of which have been delivered to the Company's shareholders in connection with the Offer. Additionally, a Notice of Conversion of Units is enclosed. In the event that less than all of the holders of Units convert their Units into Common Shares prior to the closing of the Offer, the Company, the Partnership, CalWest and Rooster Acquisition have agreed to take all actions necessary to effect a merger of a wholly owned subsidiary of CalWest or Rooster Acquisition Corp. with and into the Partnership, with the Partnership as the surviving entity. Pursuant to such a merger, the holders of Units would receive an amount in cash equal to $24.00 per Unit. Additionally, CalWest and Rooster Acquisition Corp. have entered into Shareholder Agreements with each of Ferdinand Colloredo-Mansfeld and Robert Paterson and certain of their affiliates, which allow CalWest or Rooster Acquisition Corp. to acquire such parties' Units. Upon such acquisition, CalWest or Rooster Acquisition Corp. would own at least majority of the then outstanding Units and would amend the Partnership's agreement of limited partnership to provide that the a merger of the Partnership with or into another entity would not cause a liquidation, dissolution or winding-up of the Partnership. This paragraph shall serve as notice to you of any such merger required to be provided to each limited partner pursuant to Section 8.7 of the Partnership's agreement of limited partnership. We have established a procedure with EquiServe, the transfer agent for the Common Shares ("EquiServe"), and Computershare Trust Company of New York, which is acting as the depositary for all of the Common Shares tendered in the Offer, whereby your Units will be converted and the resulting Common Shares will be tendered immediately prior to the close of the Offer by Rooster Acquisition Corp. This means that your Units will not be converted unless the Offer is going to close. The Company will hold your documents in escrow until immediately prior to the close of the Offer, and if the Offer is going to close, will authorize the conversion of your specified Units into Common Shares and the tender of your Common Shares into the Offer. Conversion of Units into Common Shares In order to convert your Units you must sign the enclosed Notice of Conversion and deliver such notice with your Unit Certificate to the Company. Your name, address and number of Units have been filled in on the Notice of Conversion; however, if you intend to have the Common Shares that will be issued upon the conversion of your Units issued in the name of another person or entity you must complete the remainder of the Notice of Conversion. Upon receipt of a Notice of Conversion, the Company will instruct its transfer agent to issue a certificate or certificates representing such Common Shares. A signature guarantee set forth on the Notice of Conversion will only be required if the Common Shares are to be issued in the name of a party other than the record holder of such Units. Tender of Common Shares Upon conversion of your Units into Common Shares, the Company will instruct EquiServe to tender such Common Shares and deposit such Common Shares with Computer Share Trust Company of New York. You are required to complete and sign the following documents in connection with a tender of any Common Shares you receive upon conversion of your Units. a. Notice of Guaranteed Delivery. You must complete and deliver the enclosed Notice of Guaranteed Delivery to the Company which will forward your materials to Computershare Trust Company of New York as directed on the Notice of Guaranteed Delivery. Your name, address and the number of Common Shares to be tendered have been included on page 2 of the Notice of Guaranteed Delivery. Please sign and date the Notice of Guaranteed Delivery, as indicated on page 2, and include your phone number. b. Letter of Transmittal. In addition to the Notice of Guaranteed Delivery, you must complete and deliver the enclosed Letter of Transmittal to the Company which will deliver your materials to Computershare Trust Company of New York as directed on the Letter of Transmittal. Your name, address and the number of Common Shares to be tendered have been included on the front page of the Letter of Transmittal. Please sign and date the Letter of Transmittal as indicated on the top of page 6. If you intend to have the payment for the Common Shares delivered to a person, entity or address other than the person, entity or address set forth on the front page of the Letter of Transmittal, you must complete the Special Payment Instructions or Special Delivery Instructions set forth on page 5 of the Letter of Transmittal. Finally, you must complete the information on the Form W-9, included following page 11, and sign and date that form. The relevant documents will be sent to EquiServe and the Common Shares issued to you upon the conversion of your Units will be transmitted to Computershare Trust Company of New York for participation in the Offer. In addition, all documentation that you send to the Company in order to tender your Common Shares will be sent to Computershare Trust Company by the Company. Following the closing of the Offer, a check will be sent to you at the address set forth on the Letter of Transmittal. If the Offer does not close, your Units will not be converted and will be returned to you by the Company. You may recognize gain upon the conversion of your units and the tendering of the Common Shares issued to you after conversion. You should consult your tax advisor regarding the specific tax consequences to you of the conversion of your Units and the tendering of Common Shares. If you separately own Common Shares which you intend to tender, please submit a separate Letter of Transmittal directly to the depositary for those shares pursuant to the instructions set forth in the Offer to Purchase. Send the documents listed below to Cabot Industrial Trust, Two Center Plaza, Suite 200, Boston, Massachusetts 02109, Attention: Neil Waisnor. A prepaid Federal Express envelope is enclosed in which you may return the documents. 1. An executed Escrow Instruction Letter and Letter of Direction, a form of which is attached; 2. An executed Notice of Conversion along with your Unit Certificate for the Units to be converted; 3. An executed Notice of Guaranteed Delivery; and 4. An executed Letter of Transmittal. THE DOCUMENTS MUST BE RECEIVED IN ESCROW BY THE COMPANY ON OR BEFORE NOVEMBER 29, 2001. Should you have any questions regarding the enclosed materials, you may contact either Neil Waisnor at (617) 723-4091 or David Malinger at (312) 701- 8662. Sincerely, Robert E. Patterson President Cabot Industrial Trust EX-99.(A)(14) 5 dex99a14.txt LETTER TO UNITHOLDERS 3 Exhibit 99.(a)(14) November 8, 2001 - Dear Limited Partner: As you are aware, on October 28, 2001, Cabot Industrial Trust (the "Company") entered into an agreement and plan of merger with CalWest Industrial Properties, LLC ("CalWest"), Rooster Acquisition Corp. ("Rooster Acquisition Corp.") and Cabot Industrial Properties, L.P. (the "Partnership"), providing for the acquisition of all of the outstanding shares of beneficial interest of the Company (the "Common Shares") not already owned by Rooster Acquisition Corp. and its affiliates pursuant to a tender offer (the "Offer"). As a holder of units of limited partnership interest in the Partnership (the "Units"), you may convert your Units into Common Shares, on a one-for-one basis pursuant to the Partnership's limited partnership agreement, and participate in the Offer by Rooster Acquisition Corp. and receive an amount in cash equal to $24.00 per Common Share. We have enclosed the Offer to Purchase dated November 5, 2001, the Schedule 14D-9 filed by the Company, the Notice of Guaranteed Delivery, the Letter of Transmittal and the Instructions for completing the Form W-9, all of which have been delivered to the Company's shareholders in connection with the Offer. Additionally, a Notice of Conversion of Units is enclosed. In the event that less than all of the holders of Units convert their Units into Common Shares prior to the closing of the Offer, the Company, the Partnership, CalWest and Rooster Acquisition have agreed to take all actions necessary to effect a merger of a wholly owned subsidiary of CalWest or Rooster Acquisition Corp. with and into the Partnership, with the Partnership as the surviving entity. Pursuant to such a merger, the holders of Units would receive an amount in cash equal to $24.00 per Unit. Additionally, CalWest and Rooster Acquisition Corp. have entered into Shareholder Agreements with each of Ferdinand Colloredo-Mansfeld and Robert Paterson and certain of their affiliates, which allow CalWest or Rooster Acquisition Corp. to acquire such parties' Units. Upon such acquisition, CalWest or Rooster Acquisition Corp. would own at least majority of the then outstanding Units and would amend the Partnership's agreement of limited partnership to provide that the a merger of the Partnership with or into another entity would not cause a liquidation, dissolution or winding-up of the Partnership. This paragraph shall serve as notice to you of any such merger required to be provided to each limited partner pursuant to Section 8.7 of the Partnership's agreement of limited partnership. We have established a procedure with EquiServe, the transfer agent for the Common Shares ("EquiServe"), and Computershare Trust Company of New York, which is acting as the depositary for all of the Common Shares tendered in the Offer, whereby your Units will be converted, if you so elect, and the resulting Common Shares will be tendered immediately prior to the close of the Offer by Rooster Acquisition Corp. This means that your Units will not be converted unless the Offer is going to close. The Company will hold your documents in escrow until immediately prior to the close of the Offer, and if the Offer is going to close, will authorize the conversion of your specified Units into Common Shares and the tender of your Common Shares into the Offer. Conversion of Units into Common Shares In order to convert your Units you must sign the enclosed Notice of Conversion and deliver such notice with your Unit Certificate to the Company. Your name, address and number of Units have been filled in on the Notice of Conversion; however, if you intend to have the Common Shares that will be issued upon the conversion of your Units issued in the name of another person or entity you must complete the remainder of the Notice of Conversion. Upon receipt of a Notice of Conversion, the Company will instruct its transfer agent to issue a certificate or certificates representing such Common Shares. A signature guarantee set forth on the Notice of Conversion will only be required if the Common Shares are to be issued in the name of a party other than the record holder of such Units. Tender of Common Shares In the event that you elect to convert your Units into Common Shares as set forth above and tender such Common Shares into the Offer, the Company will instruct EquiServe to tender such Common Shares and deposit such Common Shares with Computer Share Trust Company of New York. You are required to complete and sign the following documents in connection with a tender of any Common Shares you receive upon conversion of your Units. a. Notice of Guaranteed Delivery. You must complete and deliver the enclosed Notice of Guaranteed Delivery to the Company which will forward your materials to Computershare Trust Company of New York as directed on the Notice of Guaranteed Delivery. Your name, address and the number of Common Shares to be tendered, if you so elect, have been included on page 2 of the Notice of Guaranteed Delivery. Please sign and date the Notice of Guaranteed Delivery, as indicated on page 2, and include your phone number. b. Letter of Transmittal. In addition to the Notice of Guaranteed Delivery, you must complete and deliver the enclosed Letter of Transmittal to the Company which will deliver your materials to Computershare Trust Company of New York as directed on the Letter of Transmittal. Your name, address and the number of Common Shares to be tendered, if you so elect, have been included on the front page of the Letter of Transmittal. Please sign and date the Letter of Transmittal as indicated on the top of page 6. If you intend to have the payment for the Common Shares delivered to a person, entity or address other than the person, entity or address set forth on the front page of the Letter of Transmittal, you must complete the Special Payment Instructions or Special Delivery Instructions set forth on page 5 of the Letter of Transmittal. Finally, you must complete the information on the Form W-9, included following page 11, and sign and date that form. The relevant documents will be sent to EquiServe and the Common Shares issued to you upon the conversion of your Units will be transmitted to Computershare Trust Company of New York for participation in the Offer. In addition, all documentation that you send to the Company in order to tender your Common Shares will be sent to Computershare Trust Company by the Company. Following the closing of the Offer and assuming that you elect to convert your Units into Common Shares and tender such Common Shares into the Offer, a check will be sent to you at the address set forth on the Letter of Transmittal. If the Offer does not close, your Units will not be converted and will be returned to you by the Company. You may recognize gain upon the conversion of your units and the tendering of the Common Shares issued to you after conversion. You should consult your tax advisor regarding the specific tax consequences to you of the conversion of your Units and the tendering of Common Shares. If you separately own Common Shares which you intend to tender, please submit a separate Letter of Transmittal directly to the depositary for those shares pursuant to the instructions set forth in the Offer to Purchase. Send the documents listed below to Cabot Industrial Trust, Two Center Plaza, Suite 200, Boston, Massachusetts 02109, Attention: Neil Waisnor. A prepaid Federal Express envelope is enclosed in which you may return the documents. 1. An executed Escrow Instruction Letter and Letter of Direction, a form of which is attached; 2. An executed Notice of Conversion along with your Unit Certificate for the Units to be converted; 3. An executed Notice of Guaranteed Delivery; and 4. An executed Letter of Transmittal. THE DOCUMENTS MUST BE RECEIVED IN ESCROW BY THE COMPANY ON OR BEFORE NOVEMBER 29, 2001. Should you have any questions regarding the enclosed materials, you may contact either Neil Waisnor at (617) 723-4091 or David Malinger at (312) 701- 8662. Sincerely, Robert E. Patterson President Cabot Industrial Trust -----END PRIVACY-ENHANCED MESSAGE-----