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):
September 11, 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 OF ASSETS
ACQUISITION OF TWO MALLS
On August 27, 1998, CBL & Associates Properties, Inc. (the
"Registrant"), through its Operating Partnership, entered into
Contribution and Exchange Agreements (the "Contribution and Exchange
Agreements") with Samuel's Associates, Inc., an unaffiliated party
("Transferor"), pursuant to which Transferor contributed two malls,
Meridian Mall in Lansing, Michigan and Janesville Mall in Janesville,
Wisconsin (the "Properties") to the Operating Partnership in exchange
for Operating Partnership Units, the agreement of the Operating
Partnership to take title to the Properties subject to certain existing
indebtedness and the agreement of the Operating Partnership to refinance
such existing indebtedness. The properties total approximately 1.4
million square feet of Gross Leaseable Area ("GLA").
The following table contains certain information concerning each
of the Properties:
Mall Average Mall Store
Center GLA Sales per foot Occupancy(1)
Meridian Mall 766,960 $277 94%
Janesville Mall 614,658 290 83%
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(1) Tenants in occupancy and paying rent on Mayf 31, 1998.
The aggregate transaction value was approximately $138 million
(before closing costs, deferred maintenance and closing adjustments).
Concurrently with the execution of the Contribution and Exchange
Agreements, the Registrant obtained a loan from US Bank Corp. for the
refinancing of Meridian Mall's existing indebtedness with a two year
variable rate loan in the principal amount of $80 million. The
Registrant also issued a total of 2,118,299 Operating Partnership Units
valued at $25 per share for the Properties and assumed a $17.1 million
mortgage on Janesville Mall.
Material factors considered by the Registrant in assessing the
Properties include historical net operating income, occupancy and
rental rates, the prospects for new leasing and the ability to raise
occupancy and rental rates. The Registrant also considered the capital
expenditures necessary to maintain the Properties in class A condition,
the capitalization rates for comparable real estate and the ability to
reduce expenses through self management of the Properties. The
registrant after reasonable inquiry is not aware of any material factors
relating to the Properties other than those discussed above that would
cause the reported financial information not to be necessarily
indicative of future operating results.
The description contained herein of the acquisition transaction
described above does not purport to be complete and is qualified in its
entirety by reference to the Contribution and Exchange Agreements which
are filed as an exhibit hereto.
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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 on Janesville Mall
Statements of Excess Revenues over Specific Operating
Expenses for Janesville Mall for the Twelve Months Ended
December 31, 1997
Notes to Financial Statements for Janesville mall
Report of Independent Public Accountants on Meridian Mall
Statements of Excess Revenues over Specific Operating
Expenses for Meridian Mall for the Twelve Months Ended
December 31, 1997
Notes to Financial Statements for Meridian Mall
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 Six Months Ended June 30, 1998.
(Unaudited)
Pro Forma Consolidated Balance Sheet as of
June 30, 1998. (Unaudited)
C) EXHIBITS
Contribution and Exchange Agreement dated August 27, 1998
between Janesville Properties Co. L.P. an Ohio Limited
Partnership (Contributor) and CBL & Associates Limited
Partnership, a Delaware limited partnership (Acquiror)
Contribution, Exchange and Sale Agreement dated August 27,
1998 between Meridian Mall Associates Limited LLC an Ohio
Limited Liability Company (Meridian) and CBL & Associates
Limited Partnership, a Delaware limited partnership
(Acquiror)
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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.
/s/ 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: September 11, 1998
EXHIBITS INDEX
Exhibit:
2.1 Contribution and Exchange Agreement dated August 27, 1998
between Janesville Properties Co. Limited Partnership an Ohio
Limited Partnership (Contributor) and CBL & Associates Limited
Partnership, a Delaware limited partnership (Acquiror)
2.2 Contribution, Exchange and Sale Agreement dated August 27,
1998 between Meridian Mall Associates Limited LLC an Ohio
Limited Liability Company (Meridian) and CBL & Associates
Limited Partnership, a Delaware limited partnership
(Acquiror)