Securities Exchange Act of 1934 -- Form 8-K
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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):
November 22, 1996
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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
incorporation) Number)
One Park Place, 6148 Lee Highway, Chattanooga, Tennessee 37421
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(Address of principal executive offices)
Registrant's telephone number, including area code:
(423) 855-0001
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CBL & ASSOCIATES PROPERTIES, INC.
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
ACQUISITION OF ST. CLAIR SQUARE-FAIRVIEW HEIGHTS, ILLINOIS
On November 22, 1996, St. Clair Square Limited Partnership (the
"St. Clair Square Limited Partnership"), a majority-owned
subsidiary of CBL & Associates Properties, Inc. (The "Registrant")
acquired St. Clair Mall, a regional shopping mall located near St. Louis,
Missouri, containing approximately 1,044,599 square feet of total
gross leaseable area ("GLA) including 315,656 of mall store GLA
from The Prudential Insurance Company of America ("Prudential")
pursuant to a Purchase and Sales Agreement between Prudential
and St. Clair Square Limited Partnership (the "Purchase Agreement").
The assets acquired included, among other things, real property,
the buildings, improvements, and fixtures located theron,
certain lease interests, personal property and rights related thereto.
The aggregate purchase price, including closing costs, was
approximately $86.6 million and was determined in good faith arms
length negotiations between Registrant and Prudential, an unrelated
third party. In negotiating the purchase price the Registrant
considered, among other facts, the mall's historical and projected
cash flow, the nature and term of existing leases, the current
operating costs, the physical condition of the property, and the
terms and conditions of available financing. There were no
independent appraisals obtained by the Registrant. The purchase
price consisted of $86.6 million in cash. The cash consideration
was paid from proceeds from the Registrant's lines of credit and
proceeds from a promissory note in the amount of $66 million which
St. Clair Limited Partnership placed with Wells Fargo Bank N.A..
The Registrant intends to continue operating the mall as currently
operated and leasing space therein to national and local retailers.
The description contained herein of the transaction described above
does not purport to be complete and is qualified in its entirety by
reference to the Purchase and Sale Agreement, which is filed as an
exhibit to this document.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The following financial statements have not been
completed as of the date of this report and will be
filed as an amendment to this report as soon as
practicable in accordance with Item 7 (a)(4) of Form 8-K.
Report of Independent Public Accountants
Statement of Revenues and Certain Expenses for
the year ended December 31, 1995 and for the
nine months ended September 30, 1996 and 1995.
Notes to Financial Statements
B) PRO FORMA FINANCIAL INFORMATION OF REGISTRANT
The following financial statements have not
been completed as of the date of this report
and will be filed as an amendment to this
report as soon as practicable in accordance
with Item 7 (a)(4) of Form 8-K.
Condensed Combined Statements of Income for
the nine months ended September 30, 1996 and
1995.
Condensed Combined Balance Sheet as of
September 30, 1996.
C) EXHIBITS
2.1 Purchase and Sale Agreement dated
October 4, 1996 between The Prudential
Insurance Company of America a New Jersey
corporation and St. Clair Square Limited
Partnership, an Illinois limited partnership.
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 thereunto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
John N. Foy
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John N. Foy
Executive Vice President,
Chief Financial Officer and
Secretary
(Authorized Officer of the
Registrant,
Principal Financial Officer and
Principal Accounting Officer)
Date: December 6, 1996
EXHIBITS INDEX
Exhibit:
2.1 Purchase and Sale Agreement dated October 4,
1996 between The Prudential Insurance Company of
America a New Jersey corporation and St. Clair
Square Limited Partnership, an Illinois limited
partnership.