Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 25, 2000
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CBL & Associates Properties, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-12494 62-1545718
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (423) 855-0001
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On September 25, 2000, the Registrant announced that it had entered into a
definitive Master Contribution Agreement (the "Agreement") with an affiliate of
The Richard E. Jacobs Group, Inc. ("Jacobs"), pursuant to which the Registrant
will acquire a portfolio of 21 regional malls and two associated centers for a
purchase price of approximately $1.2 billion. The purchase price includes
approximately $106 million in cash, the assumption of approximately $733.8
million in primarily fixed rate non-recourse debt at an average interest rate of
8.25% and the issuance of 11.932 million SCUs (special common units) of the
Registrant's operating partnership. Closing of the transaction, which is subject
to CBL stockholder approval and the obtaining of certain Jacobs partner and
lender consents, is expected to occur in the first quarter of 2001.
In addition, under the Agreement, the Registrant agreed to seek stockholder
approval of an amendment to its certificate of incorporation to modify the
ownership limits with respect to ownership of CBL shares by the Lebovitz and
Jacobs families. This stockholder approval, however, is not a condition of
closing.
A copy of the Registrant's press release announcing the transaction on
September 25, 2000 and a transcript of the Registrant's conference call relating
to the transaction held on September 26, 2000 are filed herewith as Exhibits
99.1 and 99.2, respectively, and are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
The following exhibits are filed as part of this report:
99.1 Press Release of the Registrant, dated September 25, 2000.
99.2 Transcript of the Registrant's Conference Call, held
September 26, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
By: /s/ John N. Foy
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John N. Foy
Vice Chairman, Chief Financial
Officer and Treasurer
Dated: September 26, 2000
Exhibit Index
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Exhibit No. Description
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99.1 Press Release of the Registrant, dated September 25, 2000.
99.2 Transcript of the Registrant's Conference Call, held
September 26, 2000.