0001068238-01-500282.txt : 20011031 0001068238-01-500282.hdr.sgml : 20011031 ACCESSION NUMBER: 0001068238-01-500282 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011029 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-C 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-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-53713 FILM NUMBER: 1769334 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-C 1 scheduletov2.txt SCHEDULE TO-C 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)) --------------------------------------- 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) ------------------------------ 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.