IMPORTANT INFORMATION FOR FORMER NEW PLAN
SECURITYHOLDERS
As you may be aware, on Friday, April 20, 2007, Centro
Properties Group ("Centro"), an Australia-based retail
investment organization specializing in the ownership,
management and development of retail shopping centers, completed
its acquisition of New Plan by merging New Plan into an
affiliate of Centro, with New Plan surviving.
Common Stockholders
If you were a holder of shares of New Plan common stock,
$.01 par value per share (the "Common Stock") immediately prior
to the effective time of Friday's merger, your shares of Common
Stock have been automatically converted into, and canceled in
exchange for, the right to receive
$33.15 per share in cash,
without interest and less any applicable withholding taxes.
·
If you hold physical Common Stock
certificates, you will be receiving in the next few days from
Computershare Trust Company, the paying agent for the merger and
our transfer agent, a Letter of Transmittal and instructions
that will let you know where to send your share certificates in
exchange for the applicable cash payment.
You MUST send
your share certificates to Computershare, together with the
letter of transmittal, completed and executed as specified in
the instructions, before you can receive the applicable cash
payment.
·
If you hold your shares of Common
Stock through a broker or other nominee, please contact your
broker or other nominee for further instructions.
You also may contact Computershare directly at
(877) 282-1168 with any questions.
Preferred Stockholders
In connection with Friday's merger, each outstanding
share of New Plan's 7.80% Series D Cumulative Voting Step-Up
Premium Rate Preferred Stock, $.01 par value per share (the "Series D Preferred Stock"), and each outstanding share of New
Plan's 7.625% Series E Cumulative Redeemable Preferred Stock,
$.01 par value per share (the "Series E Preferred Stock"),
remained outstanding as a share of preferred stock of the
surviving New Plan.
Following the closing of Friday's merger, the surviving
New Plan was liquidated into (and all of the surviving New
Plan's assets were transferred to and all of its liabilities
were assumed by) another Centro affiliate—Super IntermediateCo
LLC, a Maryland limited liability company ("Parent")—and holders
of the Series D Preferred Stock and the Series E Preferred Stock
will receive cash liquidating distributions in accordance with
their terms.
If you were a holder of depositary shares of Series D
Preferred Stock or Series E Preferred Stock immediately prior to
the effective time of Friday's liquidation, your depositary
shares have been automatically converted into, and canceled in
exchange for, the right to receive cash in the amount set forth
below:
Series D Preferred Stock:
$50.21667 per depositary share
Series E Preferred Stock:
$25.12179 per depositary share
·
If you hold physical depositary
share certificates, you will be receiving in the next few days
from Computershare a check in the amount of your cash payment.
In the next few
days, Computershare also will provide you with instructions as
to where to send your depositary share certificates.
You DO NOT have to send your depositary share
certificates to Computershare before you can receive the
applicable cash payment.
·
If you hold your depositary
shares through a broker or other nominee, please contact your
broker or other nominee regarding the status of your cash
payment.
You also may contact Computershare directly at
(877) 282-1168 with any questions.
Holders of New Plan Notes
In connection with Friday's liquidation of the surviving
New Plan into Parent, Parent has assumed the obligations of New
Plan on all of its outstanding series of senior notes:
(i) 3.70% Convertible Senior Notes due 2026, (ii) 3.75%
Convertible Senior Notes due 2023, (iii) 4.50% Senior Notes due
2011, (iv) 5.30% Senior Notes due 2015, (v) 5.250% Senior Notes
due 2015, (vi) 5.125% Senior Notes due 2012, (vii) 7.40% Senior
Notes due 2009, (viii) 5.50% Senior Notes due 2013, (ix) 7.50%
Senior Notes due 2029, (x) 6.90% Senior Notes due 2028,
(xi) 7.68% Senior Notes due 2026, (xii) 7.65% Senior Notes due
2026, (xiii) 7.97% Senior Notes due 2026 and (xiv) 7.35% Senior
Notes due 2007.
Convertible
Notes: If
you are a holder of the 3.70% Convertible Senior Notes due 2026
or the 3.75% Convertible Senior Notes due 2023, your outstanding
notes are convertible into the following cash amounts per $1,000
principal amount of notes for the time periods set forth below,
subject in each case to the terms and conditions of the
applicable indenture governing the notes:
3.70% Convertible Senior Notes due 2026
$1,114.65 per $1,000 principal
amount up to and including June 4, 2007
$1,012.75 per $1,000 principal amount after June 4, 2007
Convertible at any time until
maturity (subject to Sections 2.11(d) and (e) of the indenture)
3.75% Convertible Senior Notes due 2023
$1,326.00 per $1,000 principal
amount
Convertible up to and including
June 30, 2007**
** Holders of 3.75%
notes can surrender their notes for conversion up to and
including July 2, 2007 because June 30, 2007 is a legal holiday.
If you wish to convert your notes, please follow the
instructions in the indenture governing your notes.
In addition, if you are a holder of the 3.70% Convertible
Senior Notes due 2026 you will be receiving from Parent, in
accordance with the indenture, information about an offer to
repurchase your notes for cash at a price equal to 100% of the
principal amount thereof plus accrued and unpaid interest.
You also may contact Lori Buckles of U.S. Bank,
National Association, the notes trustee,
at (651) 495-3520.
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