BEVERLY CENTER ON WESTFIELD'S LIST.

Byline: Brent Hopkins Staff Writer

BEVERLY HILLS - Westfield America Inc., operator of Westfield Shoppingtowns Topanga, Promenade and Fashion Square, has its eye on the iconic Beverly Center.

The move to acquire the famous mall, which boasts upscale stores such as Bloomingdale's and Louis Vuitton and a prime spot at the corner of La Cienega and Beverly boulevards, has been quietly discussed for several months.

The Century City-based subsidiary of the Australian real estate investment trust joined Simon Property Group Inc. in a hostile takeover bid for owner Taubman Centers Inc. on Wednesday. The pair offered $20 per share for the Bloomfield Hills, Mich.-based Taubman, traded under the ticker symbol TCO and owner of 30 premium malls. The offer, $2 per share better than Simon's first offer in early December, amounts to $1.74 billion, with Westfield footing $522 million of the bill.

Analysts said the takeover has turned into a billion-dollar personality squabble, with the Taubman family - which owns only 1 percent of TCO's shares but controls enough of its board to block a sale to the rival Simon family - opposed to past offers. Bringing in Westfield, a competitor with less bad blood, may allow the new offer to go through.

``Adding Westfield to the bid is attractive because it makes it more palatable to Taubman,'' said Paul Morgan, a senior real estate analyst with San Francisco-based investment bank Thomas Weisel Partners. ``This isn't the first time Simon has joined with Westfield either. It allows them to carve up the portfolio.''

The two joined with The Rouse Co. last year to divide up the holdings of Rodamco North America, each adding to its asset base in different markets. With Westfield's strong Los Angeles presence, with a concentration of premium malls with the recently acquired Fashion Square and its Century City mall, the Beverly Center would likely be the prime acquisition.

``Westfield's strategy is to be clustered in various markets, which is different from everyone else,'' said Rich Moore, a REIT analyst for McDonald Investments, a Cleveland-based investment bank. ``Their belief, which is reasonable, if you can dominate the market, it makes all your assets more productive. You can focus on which tenants belong in each mall, rather than signing ones that don't make sense just to keep them out of your competitors' portfolios.''

The offer calls for shareholders to tender at least two-thirds, or 35 million shares, of TCO by Feb. 14. Simon included a sharply worded statement to TCO shareholders.

``We believe the public shareholders - who own 99 percent of TCO - should have the right to decide for themselves if they want $20 in cash for their shares,'' Chief Executive Officer David Simon wrote in the statement. ``Tendering shares costs nothing and is the only way for TCO's public shareholders to tell their Board of Directors they want $20 per share.''

Taubman responded with a request to shareholders to wait 10 business days until its board could meet to respond to the offer. Neither side would comment beyond their respective releases.

Though analysts agreed that the current offer could be appealing enough to sway shareholders and other board members, the Taubmans could quash the deal.

``Even if they're successful on the tender, which would be a victory in the court of public opinion,'' said Stuart Axelrod, a REIT analyst with broker Lehman Bros., ``it's still an uphill legal battle, since the family still has control.''

CAPTION(S):

map

Map:

Beverly Center