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 22, 1998
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CBL & Associates Properties, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-12494 62-1545718
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(Commission File Number) (I.R.S. Employer Identification No.)
6148 Lee Highway, Suite 300
Chattanooga, Tennessee 37421
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(Address of principal executive offices)
Registrant's telephone number, including area code:(423) 855-0001
Not Applicable
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
On June 22, 1998, CBL & Associates Properties, Inc. (the "Company") and CBL &
Associates Limited Partnership executed a master Underwriting Agreement (the
"Underwriting Agreement") in connection with the Company's Registration
Statement on Form S-3 (Securities Act File No. 333-47041) (the "Registration
Statement"), pursuant to which the Company may from time to time offer (i) one
or more series of its preferred stock, (ii) shares of its common stock and (iii)
warrants to purchase its common stock with an aggregate public offering price of
up to $350 million. A copy of the Underwriting Agreement is attached hereto as
Exhibit 1 and is incorporated herein by reference.
On June 23, 1998, the Company filed with the Securities and Exchange Commission,
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the
Company's Prospectus Supplement, dated June 22, 1998, and the accompanying
Prospectus, dated March 23, 1998, relating to an offering of 2,500,000 shares of
the Company's 9.0% Series A Cumulative Redeemable Preferred Stock (the "Series A
Preferred Stock"). A copy of the Certificate of Designations, Number, Voting
Powers, Preferences and Rights of the Series A Preferred Stock is attached
hereto as Exhibit 3.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses being acquired:
Not Applicable.
(b) Pro forma financial information: Not Applicable.
(c) Exhibits:
1 Underwriting Agreement dated June 22, 1998 by the Company and CBL
& Associates Limited Partnership
3.1 Form of Certificate of Designations of the Company's 9.0% Series
A Cumulative Redeemable Preferred Stock
SIGNATURES
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.
Dated: June 24, 1998 By: /s/ John N. Foy
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John N. Foy
Executive Vice President and
Chief Financial Officer