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 AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 17, 2005
CBL & ASSOCIATES PROPERTIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12494 62-154718
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
Suite 500, 2030 Hamilton Place Blvd, Chattanooga, TN 37421
(Address of principal executive office, including zip code)
(423) 855-0001
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
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 (see General Instruction A.2. below):
[ ] 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
CBL & Associates Properties, Inc. ("CBL") announced on October 17, 2005,
that it had entered into definitive agreements to acquire three malls from
Copaken, White & Blitt and affiliates. CBL will purchase Oak Park Mall in
Overland Park (Kansas City), KS; Hickory Point Mall in Decatur, IL; and Eastland
Mall in Bloomington, IL, for a total consideration of approximately $516.9
million, including estimated closing costs. The transaction is expected to close
in November, subject to customary closing conditions.
CBL will fund the acquisition through $79.3 million of cash, the assumption
of approximately $386.0 million of new long-term, fixed-rate non-recourse
mortgage debt and the issuance of $51.7 million of Series K Special Common Units
("K-SCUs") of CBL & Associates Limited Partnership (the "Operating
Partnership").
The K-SCUs will be issued based on an agreed-upon value of $47.50 per
K-SCU. The K-SCUs will pay a dividend at a rate of 6.0%, or $2.85 per K-SCU, for
the first year following the close of the transaction and 6.25%, or $2.96875 per
K-SCU, thereafter. CBL will issue approximately 1.09 million K-SCUs. When the
quarterly distribution on CBL's common stock exceeds the quarterly K-SCU
distribution for four consecutive quarters, the K-SCUs will receive
distributions thereafter at the rate equal to that paid on CBL's common stock.
At any time following the first anniversary of the closing date, the holders of
the K-SCUs may exchange them, on a one-for-one basis, for shares of CBL's common
stock or, at CBL's election, their cash equivalent.
Apart from the transactions described herein, CBL and its affiliates have
no other material relationships with the sellers or any of their affiliates.
The press release announcing this transaction is attached as exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
99.1 Press Release - CBL & Associates Properties To Acquire Three-Mall Portfolio
For $516.9 Million
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.
/s/ Farzana K. Mitchell
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Farzana K. Mitchell
Senior Vice President - Finance
Date: October 21, 2005