SC 13D/A 1 a2029074zsc13da.txt SCHEDULE 13-D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Urban Shopping Centers, Inc. (Name of Issuer) Common Stock, Par Value $.01 Per Share (Including the Associated Preferred Share Purchase Rights) (Title of Class of Securities) 917060 10 5 (CUSIP Number of Class of Securities) Gary A. Nickele JMB Realty Corporation 900 North Michigan Avenue Chicago, Illinois 60611 (312) 915-1977 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 31, 2000 (Date of Event which Requires Filing of this Statement) CUSIP NO. 917060 10 5 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Center Partners, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ / (b)/X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES 3,827,672 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,827,672 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,827,672 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.6%* 14 TYPE OF REPORTING PERSON PN * The percentage of the class is based on an estimate of the number of shares of Common Stock outstanding on October 31, 2000. CUSIP NO. 917060 10 5 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS UIDC Holdings, 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 ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 1,018,182 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,177,088 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,018,182 PERSON WITH 10 SHARED DISPOSITIVE POWER 2,177,088 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,195,270 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4%* 14 TYPE OF REPORTING PERSON PN * The percentage of the class is based on an estimate of the number of shares of Common Stock outstanding on October 31, 2000. CUSIP NO. 971060 10 5 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Urban-Water Tower Associates 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ / (b)/X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES 2,177,088 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,177,088 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,177,088 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%* 14 TYPE OF REPORTING PERSON PN * The percentage of the class is based on an estimate of the number of shares of Common Stock outstanding on October 31, 2000. CUSIP NO. 917060 10 5 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Water Tower Associates - I, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ / (b)/X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,177,088 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 2,177,088 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,177,088 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%* 14 TYPE OF REPORTING PERSON PN * The percentage of the class is based on an estimate of the number of shares of Common Stock outstanding on October 31, 2000. CUSIP NO. 971060 10 5 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Miami Associates, 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 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES 127,277 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 127,277 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,277 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%* 14 TYPE OF REPORTING PERSON PN * The percentage of the class is based on an estimate of the number of shares of Common Stock outstanding on October 31, 2000. CUSIP NO. 971060 10 5 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS JMB Investment Holdings-I, Inc. 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 ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 127,277 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 127,277 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,277 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6%* 14 TYPE OF REPORTING PERSON CO * The percentage of the class is based on an estimate of the number of shares of Common Stock outstanding on October 31, 2000. CUSIP NO. 917060 10 5 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Old Orchard Limited Partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ / (b)/X/ 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES 1,018,182 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,018,182 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,018,182 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%* 14 TYPE OF REPORTING PERSON PN * The percentage of the class is based on an estimate of the number of shares of Common Stock outstanding on October 31, 2000. CUSIP NO. 971060 10 5 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS JMB Realty Corporation 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 ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 7,150,219 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,150,219 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,219 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.7%* 14 TYPE OF REPORTING PERSON CO * The percentage of the class is based on an estimate of the number of shares of Common Stock outstanding on October 31, 2000. CUSIP NO. 917060 10 5 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 1975 Judd D. Malkin Life Insurance Trust 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 ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,150,219 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 7,150,219 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON OO CUSIP NO. 971060 10 5 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Neil G. Bluhm 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 ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,150,219 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 7,150,219 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON IN CUSIP NO. 971060 10 5 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Judd D. Malkin 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 ITEM 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D This Amendment No. 2 (this "Amendment") is being filed to a Schedule 13D dated October 14, 1993 and amended October 3, 2000 by Center Partners, Ltd., UIDC Holdings, L.P., Urban-Water Tower Associates, Miami Associates, L.P., JMB Investment Holdings-I, Inc., Old Orchard Limited Partnership, JMB Realty Corporation, JMB/Miami Investors L.P., JMB Properties Company, JMB RES Managers, Inc., the 1975 Judd D. Malkin Life Insurance Trust, Neil G. Bluhm and Judd D. Malkin. ITEM 1. SECURITY AND ISSUER Shares of Common Stock, par value $.01 per share, of Urban Shopping Centers, Inc. ("Urban"), 900 North Michigan Avenue, Suite 1500, Chicago, Illinois 60611, including the associated preferred share purchase rights. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended to eliminate JMB/Miami Investors L.P., JMB Properties Company and JMB RES Managers, Inc. as persons filing this Amendment. ITEM 4. PURPOSE OF TRANSACTION The persons filing this statement who directly own securities acquired the securities of Urban Shopping Centers, Inc. and Urban Shopping Centers, L.P. primarily for investment. See Item 5(c) for certain dispositions of beneficial ownership of Common Stock by the filing persons. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER THE FOLLOWING INFORMATION IS FROM AMENDMENT NO. 1 TO THE SCHEDULE 13D FILING IN OCTOBER OF 2000. IT SHOULD BE UPDATED TO THE PRESENT AND SHOULD INCLUDE ALL OF THE PERSONS WHO ARE NOW LISTED IN ITEM 2, EITHER IN THE INITIAL FILING ASSUMING THEY HAVE NOT BEEN DELETED BY THIS FILING OR THROUGH THE ADDITION OF NEW PERSONS IN THIS FILING. TO THE EXTENT THAT THIS INFORMATION HAS NOT CHANGED, IT CAN BE DELETED FROM THE AMENDMENT. (a) The following table sets forth the beneficial ownership of each person named in Item 2. The number of shares of Common Stock beneficially owned in total represents the number of shares of Common Stock the person beneficially owns in addition to the number of shares of Common Stock into which Units or shares of Unit Voting Stock beneficially owned by the person are exchangeable. The number of shares of Common Stock beneficially owned through rights to acquire represents the number of shares of Common Stock into which Units or shares of Unit Voting Stock beneficially owned by the person are exchangeable. The percentage of shares owned assumes, with respect to each person, that all shares of Unit Voting Stock and Units beneficially owned by the person are exchanged for shares of Common Stock and that none of the shares of Unit Voting Stock or Units held by other persons are exchanged for shares of Common Stock. The 1975 Judd D. Malkin Life Insurance Trust and Messrs. Neil G. Bluhm and Judd D. Malkin disclaim beneficial ownership of any securities of Urban Shopping Centers, Inc. or Urban Shopping Centers, L.P.

(b) The following table indicates, for each person listed in the above table, the number of shares of Common Stock beneficially owned as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to vote or to direct the disposition. The paragraphs following the table further explain the information in the table.

Center Partners, Ltd. owns 3,827,672 Units. Center Partners, Ltd. is a limited partnership, the sole general partner of which is JMB Realty Corporation. Urban-Water Tower Associates owns 2,177,088 Units. Urban-Water Tower Associates is a general partnership, the general partners of which are UIDC Holdings, L.P. and Water Tower Associates-I, L.P. JMB Realty Corporation is the sole general partner of UIDC Holdings, L.P. and the sole general partner of Water Tower Associates-I, L.P. Old Orchard Limited Partnership owns 1,018,182 Units. Old Orchard Limited Partnership is a limited partnership, the sole general partner of which is UIDC Holdings, L.P. Miami Associates, L.P. owns 127,277 Units. Miami Associates, L.P. is a limited partnership of which JMB Investment Holdings-I, Inc. is the general partner. The 1975 Judd D. Malkin Life Insurance Trust, the co-trustees of which are Judd D. Malkin, Stephen J. Malkin, Barry A. Malkin and Randy H. Steinberg, may be deemed to beneficially own and share voting and dispositive power with respect to the 7,150,219 shares of Common Stock beneficially owned by JMB Realty Corporation. The 1975 Judd D. Malkin Life Insurance Trust is a significant stockholder of JMB Realty Corporation. The 1975 Judd D. Malkin Life Insurance Trust disclaims beneficial ownership of the shares of Common Stock beneficially owned by JMB Realty Corporation. Mr. Bluhm may be deemed to beneficially own and to share voting and dispositive power with respect to the 7,150,219 shares of Common Stock beneficially owned by JMB Realty Corporation. Mr. Bluhm is a significant stockholder of JMB Realty Corporation. Mr. Bluhm disclaims beneficial ownership of the shares of Common Stock beneficially owned by JMB Realty Corporation. (c) On or prior to October 30, 2000 the following filing persons tender the listed number of (i) shares of Common Stock or (ii) shares of Common Stock into which Units were converted prior to the tender or (iii) shares of Unit Voting Stock:

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock, Unit Voting Stock or Units owned by the persons listed in the above tables. (e) The following persons have ceased to be 5% beneficial owner of the Common Stock of Urban Shopping Centers, Inc.: JMB/Miami Investors, L.P., JMB Properties Company and JMB RES Managers, Inc. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER TO THE EXTENT THAT THIS INFORMATION HAS NOT CHANGED, IT CAN BE DELETED FROM THIS AMENDMENT. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS No exhibits are being filed with this Amendment. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. This statement may be executed in multiple counterparts, each of which shall constitute an original. Dated: November 1, 2000 Center Partners, Ltd. By: JMB Realty Corporation General Partner By: /s/ Gary Nickele ------------------------------- Name: Gary Nickele Title: Executive Vice President UIDC Holdings, L.P. By: JMB Realty Corporation General Partner By: /s/ Gary Nickele ------------------------------- Name: Gary Nickele Title: Executive Vice President Urban-Water Tower Associates By: UIDC Holdings, L.P. General Partner By: JMB Realty Corporation General Partner By: /s/ Gary Nickele ------------------------- Name: Gary Nickele Title: Executive Vice President By: Water Tower Associates-I, L.P. General Partner By: JMB Realty Corporation General Partner By: /s/ Gary Nickele ------------------------- Name: Gary Nickele Title: Executive Vice President Miami Associates, L.P. By: JMB Investment Holdings-I, Inc. General Partner By: /s/ Gary Nickele ------------------------------- Name: Gary Nickele Title: Vice President JMB Investment Holdings-I, Inc. By: /s/ Gary Nickele ------------------------------- Name: Gary Nickele Title: Vice President Old Orchard Limited Partnership By: UIDC Holdings, L.P. General Partner By: JMB Realty Corporation General Partner By: /s/ Gary Nickele --------------------------- Name: Gary Nickele Title: Executive Vice President JMB/Miami Investors, L.P. By: JMB Investment Holdings-I, Inc. General Partner By: /s/ Gary Nickele ------------------------------- Name: Gary Nickele Title: Vice President JMB RES Managers, Inc. By: /s/ Gary Nickele ------------------------------- Name: Gary Nickele Title: Vice President JMB Properties Company By: JMB RES Managers, Inc. General Partner By: /s/ Gary Nickele ------------------------------- Name: Gary Nickele Title: Vice President JMB Realty Corporation By: /s/ Gary Nickele ------------------------------- Name: Gary Nickele Title: Executive Vice President 1975 Judd D. Malkin Life Insurance Trust By: /s/ Judd D. Malkin ------------------------------- Name: Judd D. Malkin Title: Trustee /s/ Neil G. Bluhm ------------------------------ Neil G. Bluhm /s/ Judd D. Malkin ------------------------------ Judd D. Malkin

URBAN SHOPPING CENTERS INC SC 13D/A