Westfield America, Inc.
Ticker:WEA 11601 Wilshire Boulevard, 12th Floor
Exchange:New York Stock Exchange Los Angeles, CA 90025
Industry:Financial (SIC Code 6798)

Offering Information
Type of Shares:Common Shares Filing Date:3/4/97
U.S. Shares:15,300,000 Offer Date:5/15/97
Non-U.S. Shares:2,700,000 Filing Range:$16.00 - $17.50
Primary Shares:18,000,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$1.05
Offering Amount: $301,500,000 Selling:$0.58
Expenses: - Reallowance:$0.10
Shares Out After:79,265,183

Primary Underwriting Group
ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Dean Witter ReynoldsCo-manager (212) 392-3223
Furman Selz IncorporatedCo-manager (212) 309-8285

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Debevoise & Plimpton
Bank's Law Firm: Skadden, Arps, Slate, Meagher & Flom
Auditor: Ernst & Young

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$156.09Assets:$1,344.57
Net Income:$27.30Curr Assets:
EPS:Liabilities:$826.04
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$55.89Equity:$518.53
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a Real Estate Investment Trust, owning, operating, leasing, developing, redeveloping and acquiring super regional and regional shopping centers and power centers located primarily in major metropolitan areas in the United States. Since 1994, subsidiaries of Westfield Holdings Limited have provided management, development and advisory services to the company. As such, the company has no employees. The company owns interests in a portfolio of 13 super regional and six regional shopping centers, three power centers, 13 separate department store properties which are net leased under financing leases to The May Department Stores Company and are not located at the Centers, and certain other real estate investments. The Centers are located in seven states in three geographically diverse regions in the United States. The company is organized and operated as a REIT and expects to continue to be operated as a REIT for Federal income tax purposes. The Centers contain approximately 19.2 million square feet of Total GLA, including 74 Anchors and approximately 2,500 Mall Stores, of which approximately 1.3 million square feet are currently under redevelopment and approximately 3.2 million square feet are planned for redevelopment over the next five years.

Use of Proceeds
The proceeds from the proposed offering will be used for the Garden State Plaza Loan. purchase of the Westfield Holdings Warrants, repayment of debt, general corporate purposes including working capital and potential acquisitions.

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