UNITED STATES
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): June 1, 2005
CPG PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
33-98136 22-3258100
(Commission File Number) (I.R.S. Employer Identification No.)
105 Eisenhower Parkway, Roseland, New Jersey 07068
(973) 228-6111
(Address of principal executive offices and telephone number)
Not Applicable
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On June 1, 2005, CPG Partners, L.P. (the "Company"), entered into a Tenth
Supplemental Indenture (the "Tenth Supplemental Indenture") with CPG Holdings,
LLC and U.S. Bank National Association, as Trustee.
The Tenth Supplemental Indenture supplements the Indenture, dated as of January
23, 1996, among the Company, as Issuer, Chelsea Property Group, Inc. (formerly
known as Chelsea GCA Realty, Inc.) ("Chelsea"), as Guarantor, and U.S. Bank
National Association (successor to State Street Bank and Trust Company), as
Trustee, as amended by the First through Ninth Indentures (the "Indenture").
The shareholders of Chelsea agreed on June 1, 2005 to liquidate Chelsea pursuant
to a Plan of Liquidation and to distribute substantially all of Chelsea's assets
to CPG Holdings, LLC, the largest shareholder of Chelsea. The Tenth Supplemental
Indenture evidences the succession of CPG Holdings, LLC to Chelsea as Guarantor
under the Indenture. Pursuant to the Tenth Supplemental Indenture, CPG Holdings,
LLC agrees to assume all of the rights and obligations of the Guarantor under
the Indenture.
The foregoing description of the Tenth Supplemental Indenture does not purport
to be complete and is qualified in its entirety by reference to the Tenth
Supplemental Indenture which is filed as Exhibit 4.1 hereto.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following exhibit is being filed with this Current Report on Form 8-K:
4.1 Tenth Supplemental Indenture, dated as of June 1, 2005, between
CPG Partners L.P., CPG Holdings, LLC and U.S. Bank National
Association, as Trustee.
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SIGNATURES
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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.
Dated: June 2, 2005
CPG PARTNERS, L.P.
By: Chelsea Property Group, Inc., its
General Partner
By: /s/ Michael J. Clarke
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Name: Michael J. Clarke
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
4.1 Tenth Supplemental Indenture, dated as of June 1, 2005,
between CPG Partners L.P., CPG Holdings, LLC and U.S. Bank
National Association, as Trustee.