Securities Exchange Act of 1934 -- Form 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report :
February 13, 1998
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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 BURNSVILLE CENTER, BURNSVILLE, MINNESOTA
On January 30, 1998 Burnsville Minnesota, LLC a Minnesota Limited Liability
Corporation (the "Burnsville LLC"), a majority-owned
subsidiary of CBL & Associates Properties, Inc. (The "Registrant")
acquired Burnsville Center, a super regional shopping mall located in
Burnsville (Minneapolis), Minnesota, containing approximately 1,078,568
square feet of total gross leasable area ("GLA") including mall store GLA
of 417,525 square feet. The property was acquired from Corporate Property
Investors ("CPI") pursuant to a Purchase and Sale Agreement between CPI and
Burnsville LLC (the "Purchase Agreement"). The assets acquired included, among
other things, real property, the buildings, improvements, and fixtures located
thereon, certain lease interests, personal property and rights related thereto.
The aggregate purchase price, including closing costs, was
approximately $81 million and was determined in good faith, arms
length negotiations between Registrant and CPI, 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 $81 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 $60.8 million which
Burnsville LLC placed with U.S. Bank National Association.
The Registrant intends to continue operating the mall as currently
operated and is 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
Statements of Excess Revenues over Specific
Operating Expenses for the Twelve Months Ended
December 31, 1997
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.
Pro Forma Consolidated Statement Of Operations
For the Twelve Months Ended December 31, 1997.
(Unaudited)
Pro Forma Consolidated Balance Sheet as of
December 31, 1997. (Unaudited)
C) EXHIBITS
Purchase and Sale Agreement dated December 31, 1997
between Corporate Property Investors A Massachusetts
Business Trust (seller) and Development Options, Inc.,
a Wyoming corporation (Purchaser)
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: February 13, 1998
EXHIBITS INDEX
Exhibit:
2.1 Purchase and Sale Agreement dated December 31, 1997
between Corporate Property Investors A Massachusetts
Business Trust (seller) and Development Options, Inc.,
a Wyoming corporation (Purchaser)