-----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, Eo8KmL8JjOpEcLpknEPuiNA4nPSwbXPAm40B0FsxdaZbSRV57sLwP737n23iCmeV vHzibHn5apnoKUU8pi4XPw== 0000891836-99-000197.txt : 19990318 0000891836-99-000197.hdr.sgml : 19990318 ACCESSION NUMBER: 0000891836-99-000197 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990317 GROUP MEMBERS: GOLDMAN SACHS GROUP LP GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: W.H. ADVISORS, L.P. V GROUP MEMBERS: WHCF REAL ESTATE LIMITED PARTNERSHIP GROUP MEMBERS: WHITEHALL STREET REAL ESTATE LTD PARTNERSHIP V SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADILLAC FAIRVIEW CORP CENTRAL INDEX KEY: 0001045214 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52977 FILM NUMBER: 99567117 BUSINESS ADDRESS: STREET 1: 20 QUEEN ST WEST CITY: TORONTO ONTARIO M5H STATE: A6 BUSINESS PHONE: 4165988200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP LP CENTRAL INDEX KEY: 0000904571 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133501777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Cadillac Fairview Corporation ----------------------------- (Name of Issuer) Common Shares ------------- (Title of Class of Securities) 126929207 --------- (CUSIP Number) David J. Greenwald, Esq. Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 (212) 902-1000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 12, 1999 ---------------- (Date of Event which Requires Filing of this Statement) If a 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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 (however, see the Notes). - -------------------- --------------------- CUSIP NO. 126929207 PAGE 2 OF 20 PAGES - -------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Goldman, Sachs & Co. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO/AF/WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [X ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 15,723,718 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 15,723,718 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,723,718 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON BD-PN-IA - -------------------------------------------------------------------------------- - -------------------- --------------------- CUSIP NO. 126929207 PAGE 3 OF 20 PAGES - -------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Goldman Sachs Group, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO/AF - -------------------------------------------------------------------------------- 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 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 15,723,718 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 15,723,718 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,723,718 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC-PN - -------------------------------------------------------------------------------- - -------------------- --------------------- CUSIP NO. 126929207 PAGE 4 OF 20 PAGES - -------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WHCF Real Estate Limited Partnership - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 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 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 15,458,520 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 15,458,520 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,458,520 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - -------------------- --------------------- CUSIP NO. 126929207 PAGE 5 OF 20 PAGES - -------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Whitehall Street Real Estate Limited Partnership V - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 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 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 15,458,520 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 15,458,520 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,458,520 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - -------------------- --------------------- CUSIP NO. 126929207 PAGE 6 OF 20 PAGES - -------------------- --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON W.H. Advisors, L.P. V - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 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 0 SHARES ---------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 15,458,520 EACH ---------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------------------------- 10. SHARED DISPOSITIVE POWER 15,458,520 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,458,520 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- CUSIP NO. 126929207 PAGE 7 OF 20 PAGES Item 1. Security and Issuer. This statement relates to the Common Shares (the "Shares") of Cadillac Fairview Corporation (the "Issuer"). The address of Issuer's principal executive offices is 20 Queen Street West, 5th Floor, Toronto, Ontario M5H 3R4. Item 2. Identity and Background This statement is being filed by Goldman, Sachs & Co. ("GS&Co."), The Goldman Sachs Group, L.P. ("GS Group"), WHCF Real Estate Limited Partnership ("WHCF"), Whitehall Street Real Estate Limited Partnership V ("Whitehall V") and WH Advisors, L.P. V ("WH Advisors" and, together with GS&Co., GS Group, WHCF and Whitehall V, the "Filing Persons").* The business address of each Filing Person is 85 Broad Street, New York, New York 10004. WHCF is a Delaware limited partnership that was formed for the purpose of investing in securities of the Issuer. Whitehall V, the 93.5% general partner of WHCF, is a Delaware limited partnership that was formed for the purpose of investing in debt and equity interests in real estate assets and businesses. WH Advisors, a Delaware limited partnership, acts as the sole general partner of Whitehall V. GS&Co., a New York limited partnership, is an investment banking firm and a member of the New York Stock Exchange, Inc. and other national exchanges. GS Group, one of the general partners of GS&Co., owns a 99% interest in GS&Co. GS&Co. is the investment manager for Whitehall V. GS Group is a Delaware limited partnership and holding partnership that (directly or indirectly through subsidiaries or affiliated companies or both) is a leading investment banking organization. The other general partner of GS&Co. is The Goldman, Sachs & Co. L.L.C. ("GS L.L.C."), which is wholly-owned by GS Group and The Goldman Sachs Corporation, a Delaware corporation ("GS Corp."). GS Corp. is the sole general partner of GS Group. The name, residence or business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of (i) each director of GS Corp. and GS L.L.C. are set forth on Schedule I hereto and are incorporated herein by reference and (ii) each director and executive officer of WH Advisors, Inc. V, the sole general partner of - ------------- *Neither the present filing nor anything contained herein shall be construed as an admission that any Filing Person constitutes a "person" for any purpose other than Section 13(d) of the Securities Exchange Act of 1934. CUSIP NO. 126929207 PAGE 8 OF 20 PAGES WH Advisors, are set forth on Schedule II hereto and are incorporated herein by reference. None of the Filing Persons, or to the best knowledge and belief of the Filing Persons, any of the individuals listed in Schedule I or Schedule II has, during the past five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or, except as set forth in Schedule III to this Schedule 13D, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. This Item 2 is qualified in its entirety by reference to Schedule I, Schedule II and Schedule III which are attached hereto and incorporated into this Item by reference. Item 3. Source and Amount of Funds or Other Consideration. As a result of the July 31, 1995 reorganization of the Issuer, debt held in the Issuer's predecessor ("Old Debt") by WHCF was converted into 14,789,183 Shares and currently exercisable warrants ("Reorganization Warrants") to purchase an additional 669,337 Shares, all of which are directly and beneficially owned by WHCF. As a result of the 1995 reorganization of the Issuer, Old Debt held by GS&Co. was converted into 183,423 Shares and Reorganization Warrants to purchase an additional 62,000 Shares, all of which are directly owned beneficially by GS&Co. In addition, as of March 15, 1999, GS Group and GS&Co. may be deemed to beneficially own 19,775 Shares held in client accounts with respect to which GS&Co. or employees of GS&Co. have voting or investment discretion, or both ("Managed Accounts"). GS&Co. purchased these Shares in the ordinary course of its business on behalf of the Managed Accounts. GS&Co. and GS Group each disclaims beneficial ownership of Shares held in Managed Accounts. The funds used by WHCF to purchase the Old Debt were obtained from capital contributions from WHCF's partners. The funds used by GS&Co. to purchase the Old Debt came from its working capital. The funds for purchases for Managed Accounts came from client funds. None of the persons listed on Schedule I or Schedule II hereto has contributed any funds or other consideration towards the purchase of the securities of the Issuer, except insofar as they may have partnership interests in any of the Filing Persons (or investment partnerships that have CUSIP NO. 126929207 PAGE 9 OF 20 PAGES invested therein) and have made capital contributions to any of the Filing Persons (or investment partnerships that have invested therein), as the case may be. Item 4. Purpose of Transaction. The Filing Persons acquired and continue to hold the Shares reported herein for investment purposes. WHCF has entered into a Shareholders' Agreement among WHCF, Blackstone (defined below) and the Ontario Teachers' Pension Plan Board ("OTPPB", and collectively with WHCF and Blackstone, the "Investors"), dated as of July 31, 1995 and as amended on August 26, 1997 (the "Shareholders' Agreement"). "Blackstone" refers to the following entities: BRE/CF Equity Acquisition L.P., Blackstone Real Estate Partners II L.P., Blackstone Real Estate Partners IV L.P., Blackstone RE Capital Partners II L.P. and Blackstone CF Equity Acquisition L.P. A copy of the Shareholders' Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. The Filing Persons disclaim that WHCF, Blackstone and OTPPB constitute a "group" for purposes of the U.S. securities laws. However, this Schedule 13D is being filed in response to the purchase of Shares by OTPPB in the preceding 12 months in excess of two per centum of the total outstanding Shares. Pursuant to the Shareholders' Agreement, the Investors have agreed to vote their Shares to elect a board of directors consisting of 13 directors, three directors to be nominated by WHCF, two directors to be nominated by OTPPB and one director to be nominated by Blackstone. The right to nominate individuals to the Issuer's board of directors is dependent on the parties maintaining certain levels of Share ownership. WHCF is entitled to nominate three directors so long as it continues to hold at least 15% of the Shares, two directors so long as it continues to hold at least 10% of the Shares and one director so long as it holds at least 3% of the Shares. If Blackstone ceases to have a nominee on the Issuer's board of directors and if at such time OTPPB holds at least as many Shares as WHCF, then OTPPB is entitled to increase the number of directors which it is otherwise entitled to nominate by one. WHCF's current nominees to the Issuer's board of directors are Daniel Neidich, Ralph Rosenberg and John P. Curtin. Mr. Neidich and Mr. Rosenberg are Managing Directors of GS&Co. Mr. Curtin is Chairman of Goldman Sachs Canada Inc. The Shareholders' Agreement provides that if a vacancy in the Issuer's board of directors arises, and the vacating director was a nominee of one of the Investors, the Investor who nominated such vacating director is entitled to nominate an individual to be appointed by the board of directors as a director to replace such vacating director. The Shareholders' Agreement does not restrict a party's ability to sell, assign, transfer or otherwise dispose of its interest in the Shares, and third party transferees may, CUSIP NO. 126929207 PAGE 10 OF 20 PAGES but are not required to, become parties to the Shareholders' Agreement. The Shareholders' Agreement continues in force until the earliest of (i) the date upon which none of the Investors owns 5% or more of the then outstanding Shares; (ii) the date upon which the agreement is terminated in writing among each party who is at such time a holder of not less than 7% of the then outstanding Shares; (iii) the fifth anniversary of the date of the agreement; and (iv) the date upon which the agreement is terminated in writing by each of the parties thereto. WHCF has entered into a letter agreement among the Issuer, the Investors and TCW Asset Management Company as agent and on behalf of certain funds and accounts, dated as of March 3, 1999, (the "Letter Agreement"). A copy of the Letter Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference. Under the terms of the Letter Agreement, each of the parties thereto agrees with each other party thereto and the Issuer that during the term of the Letter Agreement, without the prior written consent of each other party thereto, including the Issuer, no party thereto will (i) acquire or sell directly or indirectly any interest in any Shares other than in the ordinary course of a broker-dealer and, in the case of WHCF, other than certain asset management business of GS Group; (ii) join any group of persons "acting jointly or in concert" with respect to a purchase of Shares, other than any group that may be deemed to exist among the parties thereto by virtue of the Letter Agreement or the Shareholders' Agreement;(iii) arrange or participate in any financing for the purchase of any Shares other than in the ordinary course of a broker-dealer and, in the case of WHCF, other than certain asset management business of GS Group; (iv) solicit the security holders of the Issuer other than in the ordinary course of a broker-dealer and, in the case of WHCF, other than certain asset management business of GS Group; (v) enter into any new agreement regarding the holding, voting or disposition of Shares; or (vi) solicit or enter into any negotiation with any other person with respect to any merger, amalgamation or other business combination with or involving the Issuer or any tender offer, takeover bid or exchange offer for securities of the Issuer, or disclose an intent to take such an action, or assist any other person in taking such an action. The Letter Agreement continues in force until the earliest of (i) the 30th day following the date thereof; (ii) the 7th day following receipt by each of the parties thereto of notice from any party thereto terminating such party's obligations thereunder; and (iii) the effective date of any shareholder rights plan agreement involving the Issuer. The foregoing descriptions in this Statement of the Shareholders' Agreement and the Letter Agreement are CUSIP NO. 126929207 PAGE 11 OF 20 PAGES qualified in their entirety by reference to the Shareholders' Agreement and the Letter Agreement, copies of which are filed as Exhibits 1 and 2 hereto, respectively, and are incorporated herein by reference. Except as described in this Item 4 and below in Item 6, none of the Filing Persons or, to the knowledge of each of the Filing Persons, any of the persons listed on Schedules I or II hereto is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer. Except as set forth in this Item 4, WHCF has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Each of the Filing Persons expects to evaluate on an ongoing basis the Issuer's financial condition, business, operations and prospects, the market price of the Shares, conditions in the securities markets generally, general economic and industry conditions and other factors. Accordingly, each Filing Person reserves the right to change its plans and intentions at any time, as it deems appropriate. In particular, the Filing Persons may purchase additional Shares or may sell Shares from time to time in public or private transactions and/or may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in, or to obtain greater exposure to, the Shares or other securities. Any such transactions may be effected at any time or from time to time, subject to any applicable limitations imposed on the sale of any of their Shares by the Securities Act of 1933, as amended. To the knowledge of each Filing Person, each of the persons listed on Schedules I and II hereto may make the same evaluation. Item 5. Interest in Securities of the Issuer. (a) As of March 15, 1999, WHCF beneficially owns, and its general partner, Whitehall V may be deemed to beneficially own, and the general partner of Whitehall V, WH Advisors, may be deemed to beneficially own, 15,458,520 Shares through WHCF's direct ownership of 14,789,183 Shares and Reorganization Warrants exercisable for 669,337 additional Shares. Pursuant to information provided by the Issuer, 77,371,893 Shares and warrants to purchase 5,457,794 Shares were outstanding as of January 31, 1999. Based on such information, the Shares and Reorganization Warrants beneficially owned by WHCF, Whitehall V and WH Advisors as of the close of business on March 15, 1999 represent approximately 19.8% of the Shares reported to be outstanding as of January 31, 1999 (as calculated in accordance with Rule 13d-3(d)(1)). Assuming the exercise of all outstanding warrants of the Issuer, the Shares and Reorganization Warrants beneficially owned by WHCF, Whitehall V and WH CUSIP NO. 126929207 PAGE 12 OF 20 PAGES Advisors as of the close of business on March 15, 1999 represent approximately 18.7% of the Shares. As of March 15, 1999, GS&Co. and GS Group beneficially own 15,723,718 Shares including (i) 15,458,520 Shares beneficially owned by WHCF as described above, (ii) 245,423 Shares beneficially owned by GS&Co. through GS&Co.'s direct ownership of 183,423 Shares and Reorganization Warrants exercisable for 62,000 additional Shares, and (iii) 19,775 Shares held in Managed Accounts. Based on information provided by the Issuer, the Shares and Reorganization Warrants beneficially owned by GS&Co. and GS Group as of the close of business on March 15, 1999 represent approximately 20.1% of the Shares reported to be outstanding as of January 31, 1999 (as calculated in accordance with Rule 13d-3(d)(1)). Assuming the exercise of all outstanding warrants of the Issuer, the Shares and Reorganization Warrants beneficially owned by GS&Co. and GS Group as of the close of business on March 15, 1999 represent approximately 19.0% of the Shares. GS&Co. and GS Group each disclaims beneficial ownership of Shares held in Managed Accounts. None of the Filing Persons or, to the knowledge of the Filing Persons, the persons listed on Schedules I or II hereto, beneficially owns any Shares other than as set forth herein. (b) Each Filing Person shares the power to vote or direct the vote and to dispose or to direct the disposition of Shares beneficially owned by such Filing Person as indicated on the attached cover pages. (c) Schedule IV sets forth transactions in the Shares which have been effected during the period from November 13, 1998 through March 15, 1999, all of which were effected in the ordinary course of business on behalf of Managed Accounts. The transactions in the Shares, described in Schedule IV, were effected by GS&Co. on the New York Stock Exchange. Except as set forth on Schedule IV, no transactions in the Shares were effected by the Filing Persons, or, to the knowledge of any of the Filing Persons, any of the persons listed on Schedule I or Schedule II hereto, during the period from November 13, 1998 through March 15, 1999. (d) Except for clients of GS&Co. who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares held in accounts with respect to which GS&Co. or employees of GS&Co. have voting or investment discretion, or both, no other person is known by any Filing Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares beneficially owned by any Filing Person. CUSIP NO. 126929207 PAGE 13 OF 20 PAGES (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as described in Item 4 and below, the Filing Persons have no contract, arrangement, understanding or relationship with any other person regarding the Shares, including but not limited to transfer or voting of any of such Shares, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. On May 10, 1995, an affiliate of GS Group entered into a swap arrangement, as amended, with The Toronto-Dominion Bank ("Toronto-Dominion") under which Toronto-Dominion receives from such affiliate upon quarterly settlement a cash payment of an amount based on a floating rate of interest on a nominal amount in return for a payment to such affiliate in cash, of an amount equal to all dividends and any appreciation in the price of 5,255,004 Shares and 238,123 warrants exercisable for the purchase of Shares. Such affiliate's obligations under the swap arrangement are guaranteed by GS Group. Item 7. Materials to be Filed as Exhibits. 1. Shareholders' Agreement dated as of July 31, 1995, as amended on August 26, 1997. 2. Letter Agreement, dated as of March 3, 1999. 3. Joint Filing Agreement CUSIP NO. 126929207 PAGE 14 OF 20 PAGES SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. March 17, 1999 GOLDMAN, SACHS & CO. THE GOLDMAN SACHS GROUP, L.P. By: /S/ Hans L. Reich By: /S/ Hans L. Reich ------------------------ ---------------------------- Name: Hans L. Reich Name: Hans L. Reich Title: Attorney-in-fact Title: Attorney-in-fact WHCF REAL ESTATE LIMITED WH ADVISORS, L.P. V PARTNERSHIP By: /S/ Hans L. Reich By: /S/ Hans L. Reich ------------------------ ---------------------------- Name: Hans L. Reich Name: Hans L. Reich Title: Attorney-in-fact Title: Attorney-in-fact WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP V By: /S/ Hans L. Reich ----------------------- Name: Hans L. Reich Title: Attorney-in-fact CUSIP NO. 126929207 PAGE 15 OF 20 PAGES SCHEDULE I ---------- The name of each director of The Goldman Sachs Corporation and The Goldman, Sachs & Co. L.L.C. is set forth below. The business address of each person listed below except John L. Thornton is 85 Broad Street, New York, NY 10004. The business address of John L. Thornton is 133 Fleet Street, London EC4A 2BB, England. Each person is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is as a managing director of Goldman, Sachs & Co. or another Goldman Sachs operating entity. Jon Z. Corzine Henry M. Paulson, Jr. Robert J. Hurst John A. Thain John L. Thornton CUSIP NO. 126929207 PAGE 16 OF 20 PAGES SCHEDULE II ----------- The name, position and present principal occupation of each director and executive officer of WH Advisors, Inc. V, the sole general partner of WH Advisors, L.P. V, which is the sole general partner of Whitehall Street Real Estate Limited Partnership V, are set forth below. The business address of all the executive officers and directors listed below except G. Douglas Gunn, Todd A. Williams, Angie D. Madison, Elizabeth A. O'Brien, Simon T. Blaxland and Nikunj N. Shah is 85 Broad Street, New York, New York 10004. The business address of G. Douglas Gunn, Todd A. Williams and Angie D. Madison is 100 Crescent Court, Suite 1000, Dallas, TX 75201. The business address of Simon T. Blaxland and Nikunj N. Shah is 133 Fleet Street, London EC4A 2BB, England. The business address of Elizabeth A. O'Brien is 3 Garden Road, Central, Hong Kong. Except for Brahm S. Cramer, who is a Canadian citizen, Simon T. Blaxland, who is a British citizen, Nikunj N. Shah, who is a Tanzanian citizen and Zubin P. Irani, who is an Indian citizen, all executive officers and directors listed below are United States citizens. Present Principal Name Position Occupation - ---- -------- -------------------- Rothenberg, Stuart M. Director/Vice Managing Director of President Goldman, Sachs & Co. Neidich, Daniel M. President Managing Director of Goldman, Sachs & Co. O'Brien, Elizabeth A. Vice President/ Vice President of Assistant Goldman Sachs (Asia) Secretary L.L.C. Weil, David M. Vice President Managing Director of Goldman, Sachs & Co. Rosenberg, Ralph F. Vice President/ Managing Director of Assistant Goldman, Sachs & Co. Secretary Williams, Todd A. Vice President/ Managing Director of Assistant Goldman, Sachs & Co. Secretary/ Assistant Treasurer CUSIP NO. 126929207 PAGE 17 OF 20 PAGES Naughton, Kevin D. Vice President/ Vice President of Secretary/ Goldman, Sachs & Co. Treasurer Siskind, Edward M. Vice President/ Managing Director of Assistant Goldman, Sachs & Co. Treasurer Klingher, Michael K. Vice President Managing Director of Goldman, Sachs & Co. Gunn, G. Douglas Vice President/ Vice President of Assistant Goldman, Sachs & Co. Secretary Lahey, Brian J. Vice President/ Vice President of Assistant Goldman, Sachs & Co. Treasurer Kava, Alan S. Vice President Vice President of Goldman, Sachs & Co. Feldman, Steven M. Vice President Managing Director of Goldman, Sachs & Co. Madison, Angie D. Vice President/ Vice President of Assistant Goldman, Sachs & Co. Secretary Weiss, Mitchell S. Assistant Vice President of Treasurer Goldman, Sachs & Co. Cramer, Brahm S. Vice President/ Vice President of Assistant Goldman, Sachs & Co. Secretary Lauer, Kate Vice President/ Vice President of Assistant Goldman, Sachs & Co. Secretary Mortelliti, Josephine Vice President Vice President of Goldman, Sachs & Co. Sack, Susan L. Vice President Vice President of Goldman, Sachs & Co. Blaxland, Simon T. Vice President Vice President of Goldman Sachs International Shah, Nikunj N. Vice President Vice President of Goldman Sachs International Burban, Elizabeth M. Vice President/ Vice President of Assistant Goldman, Sachs & Co. Secretary Bernstein, Ronald L. Assistant Vice Associate of President/ Goldman, Sachs & Co. Assistant Secretary CUSIP NO. 126929207 PAGE 18 OF 20 PAGES Irani, Zubin P. Assistant Vice Associate of President/ Goldman, Sachs & Co. Assistant Secretary CUSIP NO. 126929207 PAGE 19 OF 20 PAGES SCHEDULE III ------------ In Securities and Exchange Commission Administrative Proceeding File No. 3-8282 In the Matter of Goldman, Sachs & Co., Goldman, Sachs & Co., (the "Firm"), without admitting or denying any of the SEC's allegations, settled administrative proceedings involving alleged books and records and supervisory violations relating to eleven trades of U.S. Treasury securities in the secondary markets in 1985 and 1986. The SEC alleged that the Firm had failed to maintain certain records required pursuant to Section 17(a) of the Exchange Act and had also failed to supervise activities relating to the aforementioned trades in violation of Section 15(b)(4)(E) of the Exchange Act. The Firm was ordered to cease and desist from committing or causing any violation of the aforementioned sections of the Exchange Act, pay a civil money penalty to the SEC in the amount of $250,000 and establish policies and procedures reasonably designed to assure compliance with Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder. CUSIP NO. 126929207 PAGE 20 OF 20 PAGES SCHEDULE IV ----------- Cadillac Fairview Corporation Cusip No. 126929207 Purchases Sales Price Trade Date Settlement Date - -------------------------------------------------------------------------------- 500 18.875 20-Nov-98 25-Nov-98 1,000 18.875 23-Nov-98 27-Nov-98 500 16.9375 8-Dec-98 11-Dec-98 1,000 18.0625 28-Dec-98 31-Dec-98 500 17.9375 16-Feb-99 19-Feb-99 750 17.0625 8-Mar-99 11-Mar-99 EX-1 2 SHAREHOLDERS' AGREEMENT EXHIBIT 1 SHAREHOLDERS' AGREEMENT MEMORANDUM OF AGREEMENT made as of the 31st day of July, 1995. A M O N G: BRE/CF EQUITY ACQUISITION L.P., BLACKSTONE REAL ESTATE PARTNERS II L.P., BLACKSTONE REAL ESTATE PARTNERS IV L.P., and BLACKSTONE RE CAPITAL PARTNERS II L.P., limited partnerships constituted under the laws of the State of Delaware, and BLACKSTONE CF EQUITY ACQUISITION L.P., a limited partnership constituted under the laws of the Cayman Islands, (collectively hereinafter referred to as "Blackstone"), OF THE FIRST PART, - and - ONTARIO TEACHERS' PENSION PLAN BOARD, a corporation continued under the Teachers' Pension Act (Ontario), (hereinafter referred to as "Teachers"), OF THE SECOND PART, - and - WHCF REAL ESTATE LIMITED PARTNERSHIP, a limited partnership constituted under the laws of the State of Delaware (hereinafter referred to as "Whitehall"), OF THE THIRD PART. WHEREAS the authorized capital of the Corporation (as defined below) consists of an unlimited number of Common Shares; AND WHEREAS, immediately following the implementation of the Cadillac Fairview Plan (as defined below), the issued capital of the Corporation will consist of 61,458,495 Common Shares; AND WHEREAS Blackstone, Teachers and Whitehall upon the implementation of the Cadillac Fairview Plan, will be the registered and beneficial owners of Common Shares as set out beside their respective names on the signature pages hereof and, in the case of Blackstone, additional Common Shares to be acquired in respect of debt held by it; AND WHEREAS in accordance with the Cadillac Fairview Plan the parties wish to establish their respective rights and obligations in respect of the composition of the Board of Directors and certain other matters on the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties contained herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), it is hereby agreed as follows: ARTICLE I INTERPRETATION 1.1 Definitions Where used in this Agreement and the recitals hereto, unless there is something in the context or the subject matter inconsistent therewith, the following terms shall have the following meanings, respectively: (a) "Act" means the Business Corporations Act (Ontario), as amended from time to time; (b) "Affiliate" of a Person means another Person which directly or indirectly controls, is controlled by or is under common control with, such Person; and, in the case of limited partnerships, if the general partner of a limited partnership is the same as, is controlled by or is under common control with the general partner of another limited partnership, the limited partnerships shall be deemed to be Affiliates; (c) "Board of Directors" means the board of directors of the Corporation; (d) "Business Day" shall mean a day on which banks are required to be open for business in Toronto, Ontario and New York, New York but does not include a Saturday, Sunday or statutory holiday in Toronto, Ontario; 2 (e) "Cadillac Fairview Plan" means the amended and restated plan of compromise and arrangement under the Companies' Creditors Arrangement Act (Canada) and the Act of Cadillac Fairview Inc. and the other companies named therein, as filed in the Ontario Court of Justice (General Division) February 8, 1995, as amended March 20, 1995, April 18, 1995, April 20, 1995, June 28, 1995 and July 20, 1995 as sanctioned by the Ontario Court of Justice (General Division) by order dated May 17, 1995 and as amended thereafter in accordance with its terms; (f) "Common Shares" means common shares in the capital of the Corporation; (g) "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and "controlling" and "controlled" shall have meanings correlative thereto; and, in the case of a limited partnership, it shall be deemed to be controlled by its general partner; (h) "Corporation" means Cadillac Fairview Corporation, a corporation incorporated under the laws of the Province of Ontario or any successor thereof; (i) "First Elected Term" has the meaning ascribed thereto in section 3.4; (j) "First Meeting" means the first meeting or written resolution of shareholders of the Corporation at or pursuant to which directors are elected to the Board of Directors as provided for in section 3.1 to replace the first directors of the Corporation or, if the Board of Directors provided for in section 3.1 is constituted by filling vacancies resulting from the resignation of each of the first directors and the appointment in their place of directors in accordance with section 3.1, the meeting or written resolution of directors at or pursuant to which such directors are appointed to replace the first directors; (k) "Independent Director" means an individual nominated for election to the Board of Directors pursuant to section 3.1(e) or appointed to fill a vacancy in the Board of Directors pursuant to section 3.2, provided that such individual is not disqualified from acting under applicable law and is qualified under the Corporation's by-laws and is acceptable to Blackstone, Teachers and Whitehall, each acting reasonably, and is: (A) qualified by skill, knowledge and experience to serve as a director of a real estate company; and (B) free from any: 3 (i) material personal direct or indirect ownership interest in; and (ii) direct or indirect business or other relationship (including, without limitation, any employment relationship, but excluding any business dealings which are not material or which occurred more than three years before) with; any of: (1) the Corporation; (2) any shareholder of the Corporation holding more than (x) 1% of the Common Shares or (y) if each of Blackstone, Teachers and Whitehall consents in writing, 3% of the Common Shares (and any such interest or relationship shall be fully disclosed in writing to each of the Corporation, Teachers, Blackstone and Whitehall at the time of the nomination of any such nominee); or (3) any Affiliate or associate (as defined in the Act) of the Corporation or of any shareholder referred to in clause (2) above; (l) "National Exchange" means a national securities exchange (which may include NASDAQ) in Canada or the United States; (m) "Person" includes an individual, a firm, a corporation, a syndicate, a partnership, a limited partnership, a trust, an association, a joint venture, an incorporated organization, a government, a governmental authority or any other entity; (n) "Public Offering" means the offering or sale of Common Shares of the Corporation pursuant to a prospectus in Canada or a registration statement effective under the United States Securities Act of 1933, as amended, in the United States or the listing of Common Shares on a National Exchange; (o) "Shareholders" means, collectively, Blackstone, Teachers, Whitehall and any other Person who shall acquire an interest in the Common Shares currently held by a Shareholder and who agrees in writing or is deemed hereunder to be bound by the terms and conditions of this Agreement pursuant to section 4.2 or 4.3 so long as such Person continues to have an interest in Common Shares; and "Shareholder" means any one of the Shareholders for the time being; 4 (p) "Subordinated Debt Steering Committee" means the steering committee representing, in connection with the Cadillac Fairview Plan, the holders of the debentures designated as "Series A Subordinated Debentures Due 2012" and as "Series B Subordinated Debentures Due 2012", issued by Cadillac Fairview Inc. pursuant to a trust indenture dated October 31,1987 between Cadillac Fairview Inc. and The Royal Trust Company and maturing October 31, 2012; and (q) "Syndicated Creditors" means those Syndicated Creditors (as such term is defined in the Cadillac Fairview Plan) who did not have claims against Cadillac Fairview Inc. or the other companies named in the Cadillac Fairview Plan in other creditor classes and who will receive Common Shares of the Corporation in respect of their syndicated debt claims under the Cadillac Fairview Plan (other than Blackstone, Teachers and Whitehall). 1.2 Gender/Numbers Words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders. 1.3 Headings The Article and section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. 1.4 Proper Law This Agreement and all documents ancillary hereto shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably agrees to attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario with respect to this Agreement. 1.5 Business Days If any act is required hereunder to be done, any notice is required hereunder to be given or any period of time is to expire hereunder on any day that is not a Business Day, such act shall be required to be done or notice shall be required to be given or time shall expire on the next succeeding Business Day. 5 1.6 Reclassification of Shares The provisions of this Agreement shall apply, mutatis mutandis, to any shares or securities of any nature into which the Common Shares or any of them may be converted, exchanged, reclassified, redivided, redesignated, subdivided or consolidated, to any shares or securities of any nature that are received by a Shareholder as a stock dividend or distribution payable in shares, securities, warrants, rights or options of any nature of the Corporation, to any shares, securities, warrants, rights or options of any nature of the Corporation or any successor, continuing company or corporation of the Corporation that may be received by a Shareholder on a reorganization, amalgamation, arrangement, consolidation or merger, statutory or otherwise, and to any shares, securities, warrants, rights or options hereafter issued or allotted by the Corporation to a Shareholder, all of which shares, securities, warrants, rights or options shall be deemed to be Common Shares for all purposes of this Agreement. 1.7 Blackstone to Act as a Single Person Each of BRE/CF Equity Acquisition L.P., Blackstone Real Estate Partners II L.P., Blackstone Real Estate Partners IV L.P., Blackstone RE Capital Partners II L.P. and Blackstone CF Equity Acquisition L.P. hereby acknowledges that they are under common control. Each of them hereby appoints BREA as its sole and exclusive agent, attorney and representative for all matters relating to or arising under this Agreement and agrees that BREA may act on its behalf in respect of all matters arising hereunder and that all other parties hereto and the Corporation shall be entitled to rely on all acts, matters, documents, proxies, agreements and instruments of BREA as conclusively binding on each of the entities constituting Blackstone with respect thereto. Blackstone may appoint a successor agent to replace BREA by written notice to the other parties. BREA hereby agrees to act as agent for and on behalf of each of the entities constituting Blackstone. ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Representations and Warranties Each party hereto hereby represents and warrants to each of the other parties as follows and acknowledges that such other parties are relying upon such representations and warranties in connection with the entering into of this Agreement: (a) the party has all necessary power and authority to enter into this Agreement and perform its obligations hereunder; 6 (b) all necessary action has been taken by the party to authorize the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder, and this Agreement has been duly executed and delivered by the party and constitutes a legal, valid and binding obligation of the party, enforceable against it in accordance with its terms; and (c) neither the execution and delivery of this Agreement by the party nor the performance by it of its obligations hereunder will conflict with or result in the violation of any of the terms and provisions of the constating documents or by-laws of the party or of any agreement, obligation, contract, commitment, law or regulation to which it is a party or by which it is bound. ARTICLE III BOARD OF DIRECTORS OF THE CORPORATION 3.1 Nomination of Directors At all times while this Agreement is in effect, the Shareholders shall vote their Common Shares and use their reasonable efforts to cause the following to occur: (a) the Board of Directors shall consist of nine (9) directors; (b) subject to sections 3.4 and 3.5, for so long as Whitehall is a Shareholder, Whitehall shall be entitled to nominate for election to the Board of Directors from time to time three (3) directors (who need not be "resident Canadians" within the meaning of the Act); (c) subject to sections 3.4 and 3.5, for so long as Teachers is a Shareholder, Teachers shall be entitled to nominate for election to the Board of Directors from time to time two (2) directors; (d) subject to sections 3.4 and 3.5, for so long as Blackstone is a Shareholder, Blackstone shall be entitled to nominate for election to the Board of Directors from time to time one (1) director (who need not be a "resident Canadian" within the meaning of the Act); (e) at the First Meeting, the Subordinated Debt Steering Committee and the Syndicated Creditors shall each be entitled to nominate for election to the Board of Directors one (1) director, who shall in each case be an Independent Director. The Shareholders shall be entitled to rely on Bruce Karsh and The Toronto-Dominion Bank to identify the Independent Directors nominated by the Subordinated Debt Steering Committee and the Syndicated Creditors, respectively. The parties agree to the appointment of Russell S. Bernard and Robert E. Bellamy as Independent Directors; 7 (f) the chief executive officer of the Corporation from time to time shall be nominated by the Board of Directors and elected a director of the Corporation (and, for greater certainty, shall not be one of the nominees referred to in sections 3.1(b), (c), (d) or (e) above); and (g) subject to applicable law, any director designated hereunder, shall be removed from the Board of Directors, whether or not for cause, at the written request of the Person or Persons who previously designated such director; and (h) subject to applicable law, the parties will not vote their Common Shares to remove any director appointed pursuant to this Agreement except for cause. 3.2 Filling of Vacancies (a) If a vacancy in the Board of Directors arises, and the vacating director was a nominee of one of the Shareholders referred to in sections 3.1(b), (c) or (d), the Shareholder who nominated such vacating director shall be entitled to nominate an individual to be appointed by the Board of Directors as a director to replace such vacating director, subject to and in accordance with the provisions of section 3.1. (b) If a vacancy in the Board of Directors arises, and the vacating director was an Independent Director appointed pursuant to section 3.1(e) or a successor thereof, the Board of Directors shall appoint a director to replace such vacating director, who shall be an Independent Director. Notwithstanding the preceding sentence if, during the First Elected Term, there is a vacancy created by the resignation of an Independent Director, such resigning director may nominate an Independent Director or, in the event of the death or disability of an Independent Director, the other Independent Director may nominate an Independent Director and, in either such case, such nominee shall be appointed to till the vacancy if he or she is acceptable to each of Whitehall, Blackstone and Teachers, acting reasonably. (c) The parties agree to use their reasonable efforts (including by exercising voting rights) to cause any such vacancy to be filled in accordance with this section 3.2 as soon as practicable after it arises and to use their reasonable efforts to cause any director nominated by them to vote to fill the vacancies in such manner, provided that nothing herein shall in any way be interpreted to cause any director to fail to fulfill his fiduciary duties to the Corporation. 8 3.3 Initial Nominees The initial nominees of Blackstone, Teachers and Whitehall shall be: Name Nominee of ---- ---------- Thomas Saylak Blackstone Morton Gross Teachers Brian Muzyk Teachers Daniel Neidich Whitehall Ralph Rosenberg Whitehall John P. Curtin Whitehall 3.4 First Elected Term (a) As soon as possible after the execution of this Agreement, the First Meeting shall be held at which directors of the Corporation shall be elected in accordance with the provisions of section 3.1. The directors to be elected at the First Meeting shall be elected for a term (the "First Elected Term") expiring on July 31, 1998. (b) If the Corporation proposes to effect a Public Offering prior to July 31, 1998 and if the underwriters, in good faith, advise the Corporation and the Shareholders that the then current composition of the Board of Directors will likely have a material adverse effect on the pricing or number of the Common Shares to be sold pursuant to the Public Offering, then the Shareholders will consider, in good faith, altering the composition of the Board of Directors and modifying the terms of this Agreement in a manner consistent with the recommendations of the underwriters as well as the intent of this Agreement. The implementation will be conditional upon completion of the Public Offering. Nothing in this paragraph 3.4(b) shall impose any obligations or liabilities on the parties or shall result in any fiduciary duties being imposed or implied; this paragraph is intended merely to reflect an understanding that the parties will consider the implications of this Agreement on the likely success of an underwriting. (c) Following the expiry of the First Elected Term, directors of the Corporation shall be elected in accordance with the provisions of section 3.1 to hold office until the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed. 3.5 Reduction of Nomination Rights (a) If prior to July 31, 1998, any of Whitehall, Teachers or Blackstone, together with its Affiliates, ceases to hold at least 3% of the Common Shares outstanding as of the date hereof, then it shall cease to be entitled to nominate any directors. 9 (b) If, after July 31, 1998, any of Whitehall, Teachers or Blackstone ceases to hold the percentage of Common Shares referred to below, then its rights to nominate directors pursuant to section 3.1 of to fill vacancies pursuant to section 3.2 shall be modified as follows: (i) if Whitehall together with its Affiliates continues to hold at least 15% of the Common Shares outstanding as of the date hereof, then it shall continue to be entitled to nominate three (3) directors; (ii) if either of Whitehall or Teachers together with their respective Affiliates continues to hold at least 10% of the Common Shares outstanding as of the date hereof, then, subject to clause (i) in the case of Whitehall, it shall continue to be entitled to nominate two (2) directors; (iii) if any Shareholder together with its Affiliates continues to hold at least 3% of the Common Shares outstanding as of the date hereof, then subject to clauses (i) and (ii) in the case of Whitehall or Teachers, it shall continue to be entitled to nominate one (1) director; and (iv) if any Shareholder together with its Affiliates shall cease to hold at least 3% of the Common Shares outstanding as of the date hereof, then it shall cease to be entitled to nominate any directors. (c) If any Shareholder ceases to be entitled to nominate that number of directors which it has nominated to the Board of Directors and who continue to act as directors, then, at the request of any of Blackstone, Teachers or Whitehall, such Shareholder shall cause one or more of its nominees to resign from the Board of Directors so that the number of remaining nominees is equal to its entitlement. If a Shareholder fails to cause such resignation within 21 days of such request, then the Shareholders shall vote their Common Shares to cause the removal of such nominee or nominees. Subject to paragraph 3.5(d), any vacancy created by the resignation or removal of a director pursuant to this section 3.5 shall be filled with an Independent Director nominated by the Board of Directors. (d) If Blackstone ceases to have a nominee on the Board of Directors as a result of the provisions in paragraphs 3.5(a) or 3.5(b)(iv) and if at such time Teachers and its Affiliates hold at least as many Common Shares as Whitehall and its Affiliates, then Teachers shall be entitled to increase the number of directors which it is otherwise entitled to nominate by one (1). (e) The provisions of this section 3.5 shall override any provisions of sections 3.1, 3.2 and 3.6 to the contrary. 10 3.6 Exercise of Votes Each of the Shareholders agrees that it will at all times during the term of this Agreement: (i) exercise any and all voting rights attaching to the Common Shares owned by it and to otherwise exercise its influence and to do or cause to be done all such other acts, matters and things as may from time to time be necessary or conducive to the carrying out of the terms and intent of this Agreement, including, without limitation but subject to section 3.5, voting for the election to the Board of Directors of the nominees nominated in accordance with section 3.1 and for the terms specified in section 3.4; (ii) take no action (including by nominating any person that would prevent the election of non-resident Canadians as contemplated by sections 3.1(b) and (d)) which would constitute a contravention of any of the terms and provisions hereof; and (iii) take no action during the First Elected Term to change the articles or by-laws of the Corporation in a manner which would result in the Corporation no longer being required to nominate and elect two Independent Directors. ARTICLE IV TRANSFERS OF COMMON SHARES 4.1 No Restrictions Subject to sections 4.2 and 4.3, nothing in this Agreement shall restrict a Shareholder in its ability to sell, assign, transfer or otherwise dispose of its interest in any Common Shares; provided that this in no way limits any Shareholder's obligations under applicable securities law. 4.2 Affiliate Transferees Bound As a condition to any sale, assignment, transfer or other disposition by a Shareholder of its interest in any Common Shares to an Affiliate (the "Affiliate Transferee"), the Affiliate Transferee shall agree in writing to be bound, and shall be deemed to be bound, by the terms and conditions of this Agreement. In the event that a Shareholder who has a right to nominate directors pursuant to section 3.1 transfers all of its interest in the Common Shares held by it to an Affiliate Transferee, the Affiliate Transferee shall thereafter be deemed to have such right to nominate directors pursuant to section 3.1 and shall be entitled to exercise such right as if such right were originally granted to the Affiliate Transferee hereunder. 4.3 Third Party Transferees May Be Bound (a) A Shareholder (the "Transferor") may, subject to paragraph (b), but shall not be obliged to, require, as a condition to any sale, assignment, transfer or other disposition by it of its interest in any Common Shares to a third party (the "Third Party 11 Transferee"), that the Third Party Transferee agree in writing to be bound by the terms and conditions of this Agreement. Upon the execution by a Third Party Transferee of an agreement to be bound by the terms and conditions hereof, the Third Party Transferee shall be bound by this Agreement and shall be deemed to be a Shareholder for the purposes hereof; provided that, notwithstanding any other provision hereof, a Third Party Transferee of Common Shares from a Transferor who has a right to nominate directors pursuant to Article III shall not be entitled to such right as the transferee of such Common Shares unless the assignment of such right to the Third Party Transferee is specifically provided by the Transferor to the Third Party Transferee in writing and is consented to by each Shareholder who is at such time the holder of not less than 7% of the then outstanding Common Shares. (b) If any Transferee enters into an agreement with a Transferor pursuant to which the Transferee agrees to vote any or all of the Common Shares transferred to it in favour of the nominees of the Transferor to the Board of Directors, then the Transferor shall require the Third Party Transferee to agree in writing with or in favour of the remaining parties hereto to be bound by the terms and conditions of this Agreement, provided that the Transferee need only agree to be bound by this Agreement until July 31, 1998. ARTICLE V NO AMENDMENT TO ARTICLES OR BY-LAWS 5.1 No Amendments to Articles or By-laws The parties agree that unless and until a Public Offering is completed, they shall use their reasonable efforts to ensure that no amendment shall be made to the articles or by-laws of the Corporation that would impose any share transfer restrictions that would (if not removed) prevent listing of the Common Shares (or of any warrants to purchase Common Shares) on at least one National Exchange or that would otherwise be inconsistent with the provisions or intent of this Agreement. ARTICLE VI PRE-EMPTIVE RIGHT 6.1 Pre-emptive Right (a) If the Corporation proposes to issue any securities of the Corporation to any one or more of Blackstone, Whitehall or Teachers (any one or more of whom are referred to in this section as the "Purchaser") other than pursuant to a Public Offering, the Shareholders shall use their reasonable best efforts to make such securities available on a pro rata basis to Blackstone, Whitehall or Teachers, as the case may be, on the same terms and conditions. 12 (b) If the Corporation does not offer such securities to each of Blackstone, Whitehall and Teachers on a pro rata basis, then any Purchaser shall offer to sell a portion of any securities acquired by it to those of Blackstone, Whitehall or Teachers who have not had the opportunity to purchase their pro rata share of such securities from the Corporation (the "Offerees") so that after such sale each of the Offerees that wishes to acquire such securities shall have had the opportunity to purchase its pro rata share of the securities issued by the Corporation either directly from the Corporation or failing availability from the Corporation, from the Purchaser. Any offer to sell by a Purchaser shall be on the same terms and conditions as the Purchaser acquired such offered securities from the Corporation and shall be open for acceptance for at least 21 days, provided that if the offer is made at least 10 days before the securities are issued, then the offer will expire on the date of issuance thereof or such later date as may be specified by the Purchaser in the offer. The offer can be made prior to the issuance of the securities by the Corporation or, in any event, within 10 days thereafter. To the extent possible, the Purchaser shall sell, transfer and assign to any purchasing Offeree all of the rights associated with the securities so purchased including, without limitation, any registration rights associated with such securities. Notwithstanding anything contained herein, no party shall be obligated to sell any securities to any other party if such sale would result in a material tax liability to the seller or the Shareholders or impose any liability or obligation whatsoever on the seller; for the purposes of this paragraph, materiality shall be determined having regard for the fact that the seller of the securities will obtain no benefit whatsoever from the sale of the securities and is effecting such transaction solely as an accommodation to the other parties. (c) For the purposes of this section 6.1, the pro rata share of any party of any distribution will be determined by reference to the number of Common shares held by it and its Affiliates at the date of such offering. ARTICLE VII GENERAL 7.1 Term and Termination This Agreement shall come into force and effect as at and from the date hereof and shall continue in force until the earliest of: (a) the date upon which none of Blackstone, Teachers or Whitehall owns 5% or more of the then outstanding Common Shares of the Corporation; (b) the date upon which this Agreement is terminated by written agreement among each Shareholder who is at such time the holder of not less than 7% of the then outstanding Common Shares; 13 (c) the fifth anniversary of the date of this Agreement; and (d) the date upon which this Agreement is terminated by written agreement among each of the parties hereto. 7.2 Notice Any demand, notice or other document required or permitted to be given hereunder shall be in writing and shall be given by delivery or by telecopy to the respective parties as follows: (a) if to Blackstone: c/o BREA L.L.C. 118 North Bedford Rd., Suite 300 Mount Kisco, NY 10549 Attention: Thomas J. Saylak Telecopier: (914) 241-3786 (b) if to Teachers: Ontario Teachers' Pension Plan Board 5650 Yonge Street North York, Ontario M2M 4H5 Attention: Brian Muzyk Telecopier: (416) 730-5374 (c) if to Whitehall: WHCF Real Estate Limited Partnership c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Attention: Ralph Rosenberg Telecopier: (212) 902-3000 Any such demand, notice or other document, if delivered personally, shall be deemed to have been received by and given on the date of delivery (provided that such day is a Business Day and, if not on the next following Business Day) and, if sent by telecopier, shall be deemed to have been received by and given on the date sent (provided that it 14 is sent prior to 2:00 p.m. (local time of the recipient) on a Business Day and, if not, on the next following Business Day). Any party may at any time give notice to the other parties of any change of address in accordance with the foregoing provisions hereof. 7.3 Entire Agreement This Agreement sets forth the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions of the parties, whether oral or written, and there are no warranties, representations or other agreements between all of the parties hereto in connection with the subject matter hereof except as specifically set forth herein. 7.4 Amendment No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all of the parties hereto. Any amendment to paragraphs 3.1(e), 3.1(h), 3.2(b) or 3.6 (iii) shall not be effective unless approved in writing by the Independent Directors. 7.5 Waiver No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. 7.6 Benefit of the Agreement This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. No Shareholder shall assign the rights or benefits under this Agreement without the prior written consent of the other Shareholders except as specifically provided for herein. 7.7 Counterparts This Agreement may be executed in any number of counterparts by any one or more of the parties to be bound hereby. Each executed counterpart shall be deemed to be an original and such counterparts shall together constitute one and the same agreement. 7.8 Severability The invalidity or unenforceability of any provision or part of any provision of this Agreement shall not affect the validity or enforceability of any other provision or part thereof, and any such invalid or unenforceable provision or part thereof shall be deemed to be separate, severable and distinct, and no provision or part thereof shall be 15 deemed dependent upon any other provision or part thereof unless expressly provided for herein. 7.9 No Partnership Nothing contained in this Agreement shall be deemed in any way or for any purpose to constitute any party a partner or agent or legal representative of any other party in the conduct of any business or otherwise, or a member of a joint venture or joint enterprise with any other party, or to create any fiduciary relationship among them, except as provided in section 1.7. IN WITNESS WHEREOF the parties hereto have executed this Agreement. Number of Shares BRE/CF EQUITY ACQUISITION L.P. Held on the date hereof 4,455,689 by-------------------------------------- BLACKSTONE REAL ESTATE PARTNERS II L.P. 126,500 by-------------------------------------- BLACKSTONE REAL ESTATE PARTNERS IV L.P. 37,950 by-------------------------------------- BLACKSTONE RE CAPITAL PARTNERS II L.P. 23,909 by-------------------------------------- BLACKSTONE CF EQUITY ACQUISITION L.P. 1,605,952 by-------------------------------------- ONTARIO TEACHERS' PENSION PLAN BOARD 12,500,000 by-------------------------------------- WHCF REAL ESTATE LIMITED PARTNERSHIP by its General Partner, Whitehall Street Real Estate Limited Partnership V 13,735,471 by-------------------------------------- by its General Partner, WH Advisors, L.P. V by-------------------------------------- by its General Partner, WH Advisors, Inc. V by-------------------------------------- BREA L.L.C. hereby accepts its appointment as agent pursuant to section 1.7. BREA L.L.C. by-------------------------------------- AMENDMENT TO SHAREHOLDERS' AGREEMENT MEMORANDUM OF AGREEMENT made as of the 26th day of August, 1997. B E T W E E N: BRE/CF EQUITY ACQUISITION L.P., BLACKSTONE REAL ESTATE PARTNERS II L.P., BLACKSTONE REAL ESTATE PARTNERS IV L.P., and BLACKSTONE RE CAPITAL PARTNERS II L.P., limited partnerships constituted under the laws of the Stare of Delaware, and BLACKSTONE CF EQUITY ACQUISITION L.P., a limited partnership constituted under the laws of the Cayman Islands, (collectively hereinafter referred to as "Blackstone"), OF THE FIRST PART, - and - ONTARIO TEACHERS' PENSION PLAN BOARD, a corporation continued under the Teachers' Pension Act (Ontario), (hereinafter referred to as "Teachers"), OF THE SECOND PART, - and - WHCF REAL ESTATE LIMITED PARTNERSHIP, a limited partnership constituted under the laws of the State of Delaware, (hereinafter referred to as "Whitehall"), OF THE THIRD PART. WHEREAS the parties entered into a shareholders' agreement dated as of July 31, 1995 (the "Shareholders' Agreement") relating to Cadillac Fairview Corporation (the "Corporation") and their respective interests therein as shareholders; AND WHEREAS the Corporation is proposing to make a Public Offering of its Common Shares pursuant to a prospectus which will be filed with securities commissions in Canada and possibly with the Securities and Exchange Commission in the United States; AND WHEREAS the parties wish to amend the Shareholders' Agreement, which amendment will be effective upon the earlier of (i) the issuance of Common Shares of the Corporation to the public pursuant to the prospectus offering or (ii) immediately prior to a shareholders' meeting at which the amendments to the Corporation's articles and by-laws described in paragraph 2 hereof are to be considered; NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties contained herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), it is hereby agreed as follows: 1. INTERPRETATION. Where used herein, unless there is something in the context or the subject matter inconsistent therewith, the terms and words which are defined in the Shareholders' Agreement shall have the same meanings in this agreement. 2. AMENDMENT TO THE CORPORATION'S ARTICLES AND BY-LAWS. At any meeting called by the Board of Directors of the Corporation for such purpose, the parties shall vote their Common Shares in favour of amendments to the articles and by-laws of the Corporation which will provide for the following: (a) the Corporation shall have a minimum of seven and a maximum of 13 Directors; (b) an amendment to delete parts (1) and (2) of section 10 of the Corporation's articles; (c) an amendment to the Corporation's by-laws to delete paragraph 20 of By-law No. 1 and the definitions of "First Meeting", "Independent Director", "Nominators" and "Plan"; and (d) to amend By-law No. 1 of the Corporation to provide that directors shall be elected for a term of one year or until their successors are elected or appointed. The covenant in this section is intended to benefit the Corporation and may be specifically enforced by the Corporation. 2 3. INDEPENDENT DIRECTORS. Paragraph 3.1(e) of the Shareholders' Agreement shall be deleted and the following shall be substituted therefor: "(e) At the first meeting of shareholders after the date of this agreement, the Board of Directors shall be entitled to nominate not less than seven directors who are, in the opinion of the Board of Directors, independent of Blackstone, Teachers and Whitehall, and any Affiliate or associate thereof. Such directors may include Russel S. Bernard and Robert E. Bellamy and shall include Bruce Duncan." 4. VACANCIES. Paragraph 3.2(b) of the Shareholders' Agreement is deleted and the following is substituted therefor; "(b) if a vacancy in the Board of Directors arises and the vacating director was appointed pursuant to section 3.1(e) or any successor of such a director, the Board of Directors shall appoint a director to replace such vacating director." 5. DELETION OF PORTIONS OF SHAREHOLDERS' AGREEMENT. Sections 3.1(a), 3.4, 3.6(iii), 5.1 and 6.1 of the Shareholders' Agreement are hereby deleted. 6. BALANCE OF SHAREHOLDERS' AGREEMENT. In all other respects, the Shareholders' Agreement shall remain in full force and effect unamended. 7. COUNTERPARTS. This Agreement may be executed in counterpart and when each of the parties has executed and delivered a counterpart to the Corporation shall constitute a binding agreement. IN WITNESS WHEREOF the parties hereto have executed this amending agreement. BRE/CF EQUITY ACQUISITION L.P. by----------------------------------- BLACKSTONE REAL ESTATE PARTNERS II L.P. by----------------------------------- BLACKSTONE REAL ESTATE PARTNERS IV L.P. by----------------------------------- BLACKSTONE RE CAPITAL PARTNERS II L.P. by----------------------------------- BLACKSTONE CF EQUITY ACQUISITION L.P. by----------------------------------- ONTARIO TEACHERS' PENSION PLAN BOARD by----------------------------------- WHCF REAL ESTATE LIMITED PARTNERSHIP by its General Partner, Whitehall Street Real Estate Limited Partnership V by----------------------------------- by its General Partner, WH Advisors, L.P. V by----------------------------------- by its General Partner, WH Advisors, Inc. V by----------------------------------- Pursuant to section 7.4 of the Shareholders' Agreement, the undersigned, being the Independent Directors of the Corporation, hereby consent to the amendment of the Shareholders' Agreement in the manner described above and to the corresponding amendments to the Corporation's articles and by-laws. - ---------------------------- ---------------------------- Russel S. Bernard Robert E. Bellamy EX-2 3 LETTER AGREEMENT EXHIBIT 2 CADILLAC FAIRVIEW CORPORATION 20 QUEEN STREET WEST TORONTO, ONTARIO M5H 3R4 March 3, 1999 Ontario Teachers' Pension Plan Board WHCF Real Estate Limited Partnership BRE/CF Equity Acquisition L.P. Blackstone Real Estate Partners II L.P. Blackstone Real Estate Partners IV L.P. Blackstone RE Partners II L.P. Blackstone CF Equity Acquisition L.P. TCW Asset Management Company, as agent and on behalf of certain funds and accounts Dear Sirs: The purpose of this letter agreement is to document our mutual agreement respecting the matters set out herein, relating to Cadillac Fairview Corporation ("CF"). Each addressee hereof (a "Shareholder") hereby agrees with each other Shareholder and with CF as follows: 1. Each Shareholder hereby represents and warrants to each other Shareholder and to CF that such Shareholder, and/or one or more of its affiliates and associates, is a registered holder and/or a beneficial owner of securities of CF. 2. During the term of this letter agreement, without the prior written consent of each other party hereto including CF, no Shareholder, either directly or indirectly or together with or through one or more of its affiliates or associates or any one or more persons with whom it is "acting jointly or in concert", whether through its or their respective officers, directors, employees, advisors, representatives, or otherwise, will, in its capacity as a securityholder of CF: (a) acquire or sell, announce an intention to acquire or sell, offer or propose to acquire or sell, solicit an offer to acquire or sell or agree to acquire or sell, or enter into any agreement, arrangement or undertaking to acquire or sell, directly or indirectly, by purchase, gift or otherwise, any direct or indirect interest in any of the common shares of CF or any direct or indirect rights, warrants or options to acquire any common shares of CF (other than in the ordinary course of a broker-dealer and, in the case of WHCF Real Estate Limited Partnership, other than the asset management business of The Goldman Sachs Group, L.P. (except - 2 - for Whitehall Street Real Estate Limited Partnership V and its predecessors and successors which shall remain subject to the restrictions in this paragraph)); (b) form, encourage the formation of, join or in any way participate in any group of persons "acting jointly or in concert" with respect to a purchase of common shares of CF (other than any group that may be deemed to exist (i) among any or all of the parties to this agreement by virtue of this agreement or the shareholders' agreement dated July 31, 1995, as amended on August 26, 1997 among Ontario Teachers' Pension Plan Board, WHCF Real Estate Limited Partnership, BRE/CF Equity Acquisition L.P., Blackstone Real Estate Partners II L.P., Blackstone Real Estate Partners IV L.P., Blackstone RE Partners II L.P. and Blackstone CF Equity Acquisition L.P., or (ii) among any addressees of this letter and any of its affiliates); (c) arrange, or in any way participate, directly or indirectly, in any financing for the purchase of any common shares of CF (other than in the ordinary course of a broker-dealer and, in the case of WHCF Real Estate Limited Partnership, other than the asset management business of The Goldman Sachs Group, L.P. (except for Whitehall Street Real Estate Limited Partnership V and its predecessors and successors which shall remain subject to the restrictions in this paragraph); (d) solicit, make, or in any way participate in, directly or indirectly, any solicitation of proxies from the securityholders of CF (other than in the ordinary course of a broker-dealer and, in the case of WHCF Real Estate Limited Partnership, other than the asset management business of The Goldman Sachs Group, L.P. (except for Whitehall Street Real Estate Limited Partnership V and its predecessors and successors which shall remain subject to the restrictions in this paragraph), or call or seek to have called any meeting of the securityholders of CF; (e) enter into any new agreement, understanding or arrangement with any person with respect to the holding, voting or disposition of any common shares of CF; or (f) (1) solicit, propose, seek to effect, initiate, encourage or negotiate with any other person with respect to any merger, amalgamation, arrangement or other form of business combination transaction with or involving CF, or any restructuring, recapitalization or similar transaction with respect to or involving CF, (2) solicit, make or propose to negotiate with any other person with respect to, or announce an intention to make, any tender offer, takeover bid or exchange offer for any securities of CF, (3) disclose an intent, purpose, plan or proposal with respect to CF, or any securities of CF, inconsistent with the provisions of this letter agreement, or (4) assist, participate in, facilitate, encourage or solicit any effort or attempt by any person to do or seek to do any of the foregoing. - 3 - For purposes of this letter agreement, it is a question of fact as to whether a person is acting jointly or in concert with another person and, without limiting the generality of the foregoing, the following shall be presumed to be acting jointly or in concert with a person (the "FIRST PERSON"): (i) every person who has any agreement, arrangement, commitment or understanding (whether formal or informal and whether or not in writing) with the First Person, any associate or affiliate of the First Person or any other person acting jointly or in concert with the First Person, for the purpose of acquiring or offering to acquire or selling or offering to sell any common shares of CF including, without limitation, any one or more of, or any combination of, a put, call, option, forward sale or purchase or other right or obligation relating to the sale or disposition of any common shares of CF, or any security, the value of which varies with the value of common shares of CF, to the First Person, any associate or affiliate of the First Person or any other person acting jointly or in concert with the First Person or any agreement, arrangement, commitment or understanding (whether formal or informal and whether or not in writing) pursuant to which all or substantially all of the economic or market risk underlying a common share of CF, directly or indirectly, is transferred to, or assumed by, the First Person, any associate or affiliate of the First Person or any other person acting jointly or in concert with the First Person; (ii) every person who has any agreement, arrangement, commitment or understanding (whether formal or informal and whether or not in writing) with the First Person, any associate or affiliate of the First Person or any other person acting jointly or in concert with the First Person, for the purpose or with the intention of exercising jointly or in concert with the First Person, any associate or affiliate of the First Person or any other person acting jointly or in concert with the First Person, any voting rights attaching to any securities of CF; and (iii) every associate or affiliate of the First Person. The provisions of this section 2 shall not serve to prohibit any Shareholder from providing professional services to any person (including without limitation CF) in the ordinary course of business, consistent with past practice, with respect to or involving CF or any securities or assets of CF, provided that the provision of such professional services to such person has been approved in advance by the Board of Directors of CF. 3. This letter agreement shall be effective immediately upon its execution by the parties hereto and shall terminate on the earliest of the following dates (the "Termination Date"): (a) 11:59 p.m. on April 6, 1999; - 4 - (b) the 7th day following receipt by each of the other parties hereto of notice from any party hereto terminating such party's obligations hereunder (which termination shall be effective as of the Termination Date); and (c) the effective date of any shareholder rights plan agreement involving CF. 4. Except as required by applicable law, none of the parties hereto shall make any public announcement or statement with respect to this letter agreement without the approval of the other parties hereto. Moreover, in any event, each party agrees to give prior notice to the other parties of any public announcement relating to this letter agreement, and agrees to consult with each other party prior to issuing each such public announcement. 5. All notices, requests, demands and other communications hereunder shall be deemed to have been duly given and made if in writing and if served by personal delivery upon the party for whom it is intended or, if sent by facsimile transmission, upon receipt of confirmation that such transmission has been received, to the party at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such party. The date of receipt of any such notice or other communication if delivered personally shall be deemed to be the date of delivery thereof, or if sent by facsimile transmission the date of such transmission if sent during normal business hours on a business day, failing which it shall be deemed to have been received on the next business day. If to Ontario Teachers' Pension Plan Board: 5650 Yonge Street Toronto, Ontario M2M 4H5 Attention: Brian Muzyk Telephone: (416) 730-5387 Fax: (416) 730-5018 If to WHCF Real Estate Limited Partnership: c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Attention: Ralph Rosenberg Telephone: (212) 902-1085 Fax: (212) 357-5505 - 5 - If to BRE/CF Equity Acquisition L.P., Blackstone Real Estate Partners II L.P., Blackstone Real Estate Partners IV L.P., Blackstone RE Partners II L.P. or Blackstone CF Equity Acquisition L.P.: c/o The Blackstone Group L.P. 345 Park Avenue, 31st Floor New York, New York 10154 Attention: Thomas J. Saylak Telephone: (212) 836-9895 Fax: (212) 754-8726 If to TCW Asset Management Company c/o Oaktree Capital Management, LLC 333 South Grand Avenue, 28th Floor Los Angeles, California 80071 Attention: Kenneth Liang Telephone: (213) 830-6422 Fax: (213) 830-8522 If to CF: 20 Queen Street West 5th Floor Toronto, Ontario M5H 3R4 Attention: Peter J. Barbetta Telephone: (416) 598-8445 Fax: (416) 598-8222 Any party may at any time change its address for service from time to time by giving notice to the other parties in accordance with this section 5. 6. If any term, provision, covenant or restriction of this letter agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this letter agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties shall negotiate in good faith to modify this letter agreement to preserve each party's anticipated benefits under this letter agreement. - 6 - 7. This letter agreement constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. 8. This letter agreement may be executed in any number of counterparts and by facsimile signature, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. 9. Each party hereto recognizes and acknowledges that a breach by it of its covenants or agreements contained in this letter agreement will cause the other parties hereto to sustain damages for which such parties may not have an adequate remedy at law for money damages and, therefore, each party hereto agrees that in the event of such a breach by it, the other parties hereto shall be entitled to the remedy of specific performance of such covenant or agreement and to injunctive and other equitable relief in addition to any other remedy to which they may be entitled at law or in equity. 10. Time shall be of the essence of this letter agreement. 11. This letter agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to the principles of conflicts of laws thereof, and all actions and proceedings arising out of or relating to this letter agreement shall be heard and determined exclusively in the courts of the Province of Ontario and the parties hereto hereby attorn to the jurisdiction of such courts. 12. This letter agreement may not be amended except by an instrument in writing signed by each of the parties hereto. -------------------------------- If the foregoing accurately reflects the terms and conditions of our mutual agreement, would you kindly indicate your acceptance hereof by signing, dating and returning to CF the enclosed duplicate originals of this letter agreement. Upon receipt of fully executed original copies from each party hereto, CF will deliver to each other party hereto an executed original copy of this letter agreement. Yours very truly, CADILLAC FAIRVIEW CORPORATION By: /s/ Peter J. Barbetta ------------------------------- By: /s/ Jon Hagan ------------------------------- - 7 - ----------------------------- Irrevocably accepted and agreed. ONTARIO TEACHERS' PENSION PLAN BOARD By: /s/ Brian Muzyk ------------------------------- BRE/CF EQUITY ACQUISITION L.P. BLACKSTONE RE PARTNERS II L.P. By: /s/ Thomas J. Saylak By: /s/ Thomas J. Saylak ------------------------------- ------------------------------- BLACKSTONE REAL ESTATE BLACKSTONE CF EQUITY PARTNERS II L.P. ACQUISITION L.P. By: /s/ Thomas J. Saylak By: /s/ Thomas J. Saylak ------------------------------- ------------------------------- BLACKSTONE REAL ESTATE PARTNERS IV L.P. By: /s/ Thomas J. Saylak ------------------------------- - 8 - WHCF REAL ESTATE LIMITED PARTNERSHIP BY ITS GENERAL PARTNER, WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP V By: /s/ Alan S. Kava ------------------------------- BY ITS GENERAL PARTNER, WH ADVISORS, L.P. V By: /s/ Alan S. Kava ------------------------------- BY ITS GENERAL PARTNER, WH ADVISORS INC V By: /s/ Alan S. Kava ------------------------------- TCW ASSET MANAGEMENT COMPANY AS AGENT AND ON BEHALF OF CERTAIN FUNDS AND ACCOUNTS By: /s/ Kenneth Liang ------------------------------- By: /s/ Marc Porosoff ------------------------------- EX-3 4 JOINT FILING AGREEMENT EXHIBIT 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Shares, no par value, of Cadillac Fairview Corporation, and further agree to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. March 17, 1999 GOLDMAN, SACHS & CO. THE GOLDMAN SACHS GROUP, L.P. By: /S/ Hans L. Reich By: /S/ Hans L. Reich ------------------------ ---------------------------- Name: Hans L. Reich Name: Hans L. Reich Title: Attorney-in-fact Title: Attorney-in-fact WHCF REAL ESTATE LIMITED WH ADVISORS, L.P. V PARTNERSHIP By: /S/ Hans L. Reich By: /S/ Hans L. Reich ------------------------ ---------------------------- Name: Hans L. Reich Name: Hans L. Reich Title: Attorney-in-fact Title: Attorney-in-fact WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP V By: /S/ Hans L. Reich ----------------------- Name: Hans L. Reich Title: Attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----