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.