<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CATELLUS DEVELOPMENT CORPORATION
(Name of Subject Company)
Common Shares, $0.01 par value
(Title of Class of Securities)
149-111-106
(CUSIP Number)
Judd D. Malkin
JMB/Bay Area Partners
100 Bush Street, 27th Floor
San Francisco, California 94014
Tel. No. (415) 772-3500
(Name, Address and Telephone Number of
Persons Authorized to Receive
Notices and Communications)
February 21, 1994
(Date of Event Which Requires
Filing of this Statement
<PAGE>
<PAGE> This Amendment No. 4 amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed by
California Public Employees' Retirement System ("CalPERS"), a
governmental employee pension fund, which is a unit of the State
and Consumer Services Agency of the State of California, and Bay
Area Real Estate Investment Associates L.P. ("BAREIA"), a limited
partnership formed under the California Revised Limited
Partnership Act of which CalPERS is the sole limited partner,
with respect to the common stock, par value $0.01 per share (the
"Common Stock") of Catellus Development Corporation, a Delaware
corporation (the "Issuer"). Capitalized terms used but not
defined in this Amendment No. 4 have the meanings given to such
terms in the Schedule 13D.
Item 2. Identity and Background.
Information with respect to persons identified in
Schedule A of Item 2 is amended as follows:
Information concerning the current executive officers
and members of the Board of Administration of CalPERS is set
forth in Schedule A to this Amendment No. 4. Each of such
executive officers and members of the Board of Administration is
a citizen of the United States.
To the best of the knowledge of the filing persons, no
person named in Schedule A to this Amendment No. 4 during the
last five years (i) has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors); or
(ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 4. Purpose of the Transaction.
Item 4 is amended by adding to the end thereof the
following information:
On February 21, 1994, BAREIA executed and delivered a
letter agreement dated February 21, 1994, between BAREIA and Itel
Corporation, a Delaware corporation (the "Itel Letter
Agreement"). The description of the terms and provisions of the
Itel Letter Agreement is qualified in its entirety by reference
to the text of such agreement, which is filed as Exhibit 12
hereto and incorporated herein by this reference.
Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding to the end of 5(a)-(c) the
following information:
<PAGE>
<PAGE>
On February 21, 1994, BAREIA executed and delivered the
Itel Letter Agreement. The description of the terms and
provisions of such agreement is qualified in its entirety by
reference to the text of such agreement, which is filed as
Exhibit 12 hereto and incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings Where
Relationship With Respect to Securities of the Issuer.
Item 6 is amended by adding to the end thereof the
following information:
On February 21, 1994, BAREIA executed and delivered the
Itel Letter Agreement. The description of the terms and
provisions of such agreement is qualified in its entirety by
reference to the text of such agreement, which is filed as
Exhibit 12 hereto and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits:
Item 7 is hereby amended by adding the following
exhibit.
12. Letter Agreement dated February 21, 1994 between
BAREIA and Itel Corporation.
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 22, 1994 BAY AREA REAL ESTATE INVESTMENT
ASSOCIATES L.P.
By: JMB/Bay Area Partners, an
Illinois general partnership,
its General Partner
By: JMB/IH-II, Inc., a General
Partner
By: /s/ Judd D. Malkin
Judd D. Malkin
Title: Chairman
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 24, 1994 CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ James E. Burton
James E. Burton
Title: Assistant Executive
Officer
Investment Operations
<PAGE>
<PAGE>
SCHEDULE A
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
Listed below are the executive officers and members of
the Board of Administration of the California Public Employees'
Retirement System and their present principal occupations and
residence or business addresses.
Executive Officers
Dale M. Hanson Executive Officer
California Retirement Employees'
Retirement System
Lincoln Plaza
400 P Street
Sacramento, California 94229-2701
James E. Burton Assistant Executive Officer/Investment
Operations
California Retirement Employees'
Retirement System
Lincoln Plaza
400 P Street
Sacramento, California 94229-2701
Members of the Board of
Administration
Kathleen Brown Treasurer of the State of California
915 Capital Mall, Suite 110
Sacramento, California 95814
Robert Carlson Retired
2120 Lambeth Way
Carmichael, California 95608
Thomas Clark Retired
2267 Albury Avenue
Long Beach, California 90815
William Crist Professor of Economics
California State University - Stanislaus
801 Monte Vista Avenue
Turlock, California 95380
Gray Davis Controller of the State of California
300 Capital Mall, 18th Floor
Sacramento, California 95814
<PAGE>
<PAGE>
Jake Petrosino Planning Graphics Supervisor
City Hall
200 South Anaheim Boulevard
Anaheim, California 92805
Kurato Shimada Landscape/Grounds Custodial Supervisor
Oak Grove School District
6578 Santa Teresa Boulevard
San Jose, California 95119
David Tirapella Director, Department of Personnel
Administration
North Building, Suite 400
1515 S Street
Sacramento, California 95814
Charles F. Valdes Attorney
California Department of Transportation
P.O. Box 1438
Sacramento, California 95807
William Rosenberg Retired
5362 Algarrobo, Unit N
Laguna Hills, California 92653
Jerry Cremins Retired
3720 Fairmeade Road
Pasadena, California 91107
Alfred Villalobos Private Investment Banker
4431 Nogales Drive
Tarzana, California 91356
<PAGE>
<PAGE>
EXHIBIT INDEX
Number Page
99.12* Letter Agreement dated February 21,
1994 between BAREIA and Itel Corporation. 11
*Filed as Exhibit 99 pursuant to EDGAR rules.
<PAGE>
<PAGE> UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
CATELLUS DEVELOPMENT CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
149-111-106
(CUSIP Number)
Neil G. Bluhm
JMB/Bay Area Partners
44 Montgomery Street, 37th Floor
San Francisco, CA 94104 (415) 772-3500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 4, 1990
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ x ] (a fee is not required only if the reporting person:
[ x ] (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and [ ] (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
<PAGE> SCHEDULE 13D
CUSIP No. 149-111-106 Page 2 of 52 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bay Area Real Estate
Investment Associates L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH
10,740,538
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
10,740,538
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,740,538
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approx. 19.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> SCHEDULE 13D
CUSIP No. 149-111-106 Page 3 of 52 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
California Public Employees' Retirement System
I.R.S. I.D. No. 94-620-7465
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Unit of the State and Consumer Services Agency of the State
of California
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 269,168
REPORTING PERSON
WITH 8 SHARED VOTING POWER
10,740,538
9 SOLE DISPOSITIVE POWER
269,168
10 SHARED DISPOSITIVE POWER
10,740,538
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,009,706
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approx. 20.40%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
Item 1. Security and Issuer.
This Statement relates to the common stock, par value
$0.01 per share (the "Common Stock"), of Catellus Development
Corporation, a Delaware corporation (the "Issuer"), which has its
principal executive offices at 201 Mission Street, San Francisco,
California 94105. The Common Stock of the Issuer became
registered under the Securities Exchange Act of 1934 (the
"Exchange Act") in connection with the transaction described in
Item 5(c).
Item 2. Identity and Background.
This Statement is filed on behalf of the following
persons, who are collectively referred to as the "Filing
Persons":
California Public Employees' Retirement System
("CalPERS") is a governmental employee pension fund,
which is a unit of the State and Consumer Services
Agency of the State of California, with its principal
office and business located at Lincoln Plaza, 400 P
Street, Sacramento, California.
Bay Area Real Estate Investment Associates L.P.
("BAREIA") is a limited partnership formed under the
California Revised Limited Partnership Act, with its
principal office and business located at 44 Montgomery
Street, 37th Floor, San Francisco, California. BAREIA
is principally engaged in the business of owning,
holding and disposing of its investment in the Common
Stock. CalPERS is the sole limited partner of BAREIA.
Information concerning the executive officers and
members of the Board of Administration of CalPERS is set forth in
Schedule A to this statement. Each of such executive officers
and members of the Board of Administration is a citizen of the
United States.
The general partner of BAREIA is JMB/Bay Area Partners,
an Illinois general partnership. The general partners of JMB/Bay
Area Partners are JMB/IH-II, Inc., an Illinois corporation, which
is the managing partner, and JMB Acquisition Associates, an
Illinois general partnership. Information concerning the
executive officers and directors of JMB/IH-II, Inc. is set forth
in Schedule B to this statement. Each of such executive officers
and directors is a citizen of the United States.
None of the Filing Persons nor, to the best of their
knowledge, any person named in this Item 2 or in Schedule A or B
to this statement, during the last five years (i) has been
convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors); or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent
<PAGE>jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Sources and Amount of Funds or Other Considerations.
On December 29, 1989, BAREIA purchased 19.9% of the
Common Stock of the Issuer for $398,000,000 using funds
contributed to BAREIA as capital by CalPERS and by BAREIA's
general partner, JMB Bay Area Partners. CalPERS has made capital
contributions to BAREIA totaling $479,998,080 from pension trust
funds under CalPERS' administration. JMB/Bay Area Partners has
made capital contributions to BAREIA totaling $961,920 from its
working capital funds. On December 4, 1990, CalPERS acquired
312,168 shares from Santa Fe Pacific Corporation ("Santa Fe")
pursuant to a spin-off transaction as described more fully in
Item 5(c). These 312,168 shares have been reduced to 269,168
shares pursuant to sales transactions conducted since December 4,
1990 as described more fully in Item 5(c).
Item 4. Purpose of the Transaction.
The Filing Persons have acquired the shares of Common
Stock reported herein for investment purposes. The Filing
Persons may from time to time seek to increase, reduce or dispose
of their investment in the Common Stock in the open market, in
privately negotiated transactions or otherwise. The
determination to effect any such transactions will depend, among
other things, on the market price of the Common Stock,
availability of funds, borrowing costs, market conditions,
developments affecting the Issuer and the Filing Persons, other
opportunities available to the Filing Persons and other
considerations. The Filing Persons intend, from time to time, to
review their investment in the Issuer and to take such action
with respect to their investment as they consider desirable in
light of the circumstances then prevailing.
In December 1989, BAREIA acquired 19.9% of the Common
Stock of the Issuer directly from the Issuer. At the time of
this investment, BAREIA entered into three agreements with Itel
Corporation ("Itel") and with Olympia & York Developments Limited
("O&Y") or its wholly owned subsidiary, Olympia & York SF
Holdings Corporation. BAREIA, Itel and O&Y are the three
principal stockholders of the Issuer. According to the Schedule
13D filed by Itel on November 19, 1990, Itel expected to receive
6,123,407 shares (12.4%) of the Common Stock of the Issuer as a
result of the transaction described in Item 5(c). According to
the Form 10 filed by the Issuer on November 20, 1990, O&Y was
expected to receive 7,382,656 shares (14.95%) of the Common Stock
of the Issuer as a result of the transaction described in Item
5(c). The agreements among the parties are discussed below.
<PAGE>
Long-Term Stockholders Agreement. BAREIA, Itel and
Olympia & York SF Holdings Corporation have entered into a
Long-Term Stockholders Agreement dated December 29, 1989 (the
"Stockholders Agreement") effective as of December 4, 1990
pursuant to which each party has agreed to certain arrangements
regarding the election of directors of the Issuer and certain
restrictions on transfer of its Common Stock. Each party has
agreed to vote its shares of Common Stock to set the number of
directors constituting the Board of Directors of the Issuer at
nine and to elect the following nominees as directors of the
Issuer: two nominees of each party (six nominees in the
aggregate); the Chief Executive Officer of the Issuer and two
individuals who are not affiliates of the Issuer or of any party
to the Stockholders Agreement, as selected by the Nominating
Committee of the Board of Directors of the Issuer (which shall
consist of one representative of each of the parties and one
person who is not an affiliate of any such party or the Issuer).
These voting provisions will remain in effect with respect to a
party provided such party owns at least 10% of the issued and
outstanding Common Stock. If a party's beneficial ownership is
reduced to less than 10% but remains more than 5%, such party
shall be entitled to one nominee. The current BAREIA
representatives on the Board of Directors of the Issuer are Judd
D. Malkin and Darla Totusek Flanagan.
The Stockholders Agreement also provides for certain
rights of first offer and rights of inclusion with respect to the
transfer of Common Stock. Pursuant to the right of first offer,
each time a party to the Stockholders Agreement proposes to offer
for sale any shares of Common Stock, such party must first make
an offering of such Common Stock to each other party (which has
the right to purchase the shares pro rata) before the offering
party otherwise sells or disposes of such Common Stock. The
right of first offer does not apply to certain corporate
transactions or to sales of Common Stock by a party in
unsolicited "brokers' transactions," as defined in Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act"),
at a price equal to the price generally prevailing in the market.
If any party or parties decide to sell Common Stock constituting
more than 20% of the then outstanding Common Stock, the remaining
non-participating party or parties must be given notice and the
right to participate in the sale. The Stockholders Agreement is
attached hereto as Exhibit 1 and is incorporated by reference
herein.
Registration Rights Agreement. The Issuer has entered
into a Registration Rights Agreement with BAREIA, Itel and
Olympia & York SF Holdings Corporation dated December 29, 1989
(the "Registration Rights Agreement") effective as of December 4,
1990. The Registration Rights Agreement generally permits any
person (a "Holder") owning Registrable Securities (as defined in
the Registration Rights Agreement) to require the Issuer to file
a registration statement under the Securities Act, at the
Issuer's expense, covering not less than 20% of the Registrable
<PAGE>Securities of such Holder (or a lesser percent if the
aggregate offering price net of underwriting discounts and
commissions would exceed $75 million). No such registration may
be requested within the 90-day period following December 4, 1990.
Each Holder may demand two such registrations, and may
participate in registrations requested by any other Holder,
subject to certain volume limitations. In addition, if at any
time the Issuer proposes to register any Common Stock or other
securities under the Securities Act in connection with a public
offering of such securities solely for cash, each Holder has the
right to request that any of its Registrable Securities be
included in such registration statement, subject to certain
volume limitations. The Registration Rights Agreement is
attached hereto as Exhibit 2 and is incorporated by reference
herein.
Stockholder Spin-Off Representation Agreement. BAREIA,
Itel and O&Y have entered into a Stockholder Spin-Off
Representation Agreement dated December 29, 1989 (the
"Stockholder Representation Agreement"). Pursuant to the
Stockholder Representation Agreement, the parties, in addition to
agreeing to make certain representations in connection with the
distribution of securities described under Item 5(c), have agreed
(i) not to make a tender or exchange offer for any Common Stock
for a period of one year commencing December 4, 1990, except in
response to a bona fide unsolicited tender or exchange offer, and
(ii) to support any resolution by the Board of Directors of the
Issuer not to support any tender or exchange offer except under
certain conditions for a nine-month period commencing December 4,
1990. The Stockholder Representation Agreement is attached
hereto as Exhibit 3 and is incorporated by reference herein.
Other than as described above, the Filing Persons have
no current plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; (d) any change
in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's
charter, bylaws or instruments corresponding thereto or their
actions which may impede the acquisition of control of the Issuer
by any person; (h) causing a class of securities of the Issuer to
be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of
<PAGE>registration pursuant to Section 12(g)(4) of the Exchange
Act; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The aggregate number and percentage of the
outstanding Common Stock of the Issuer beneficially owned by each
of the Filing Persons, and the Filing Person as a group, are as
follows:
CalPERS has sole power to vote or to direct the vote
and sole power to dispose or to direct the disposition of 269,168
shares, which CalPERS owns individually as a result of the
distribution described in Item 5(c) below. As the sole limited
partner of BAREIA, CalPERS may be deemed to have shared power to
vote or to direct the vote and shared power to dispose or to
direct the disposition of 10,740,538 shares. Accordingly, in the
aggregate, CalPERS may be deemed to beneficially own 11,009,706
shares of the outstanding Common Stock of the Issuer, which
constitutes approximately 20.40% of such Common Stock.
BAREIA beneficially owns 10,740,538 shares of the
outstanding Common Stock of the Issuer, which constitutes
approximately 19.9% of such Common Stock. BAREIA has shared
power to dispose or to direct the disposition of and shared power
to vote or to direct the vote of such 10,740,538 shares.
To the best of the knowledge of the Filing Persons, no
other person named in Item 2 or in Schedule A or B beneficially
owns any shares of Common Stock of the Issuer.
As a result of the agreements described in Item 4,
BAREIA and CalPERS believe that BAREIA, Itel and O&Y might be
deemed to comprise a group within the meaning of Section 13(d)(3)
of the Exchange Act. However, BAREIA disclaims any beneficial
ownership of Common Stock of the Issuer owned by either Itel or
O&Y. For further information regarding the ownership of the
Common Stock of the Issuer by Itel and O&Y, reference should be
made to the Schedule 13D filings of those parties.
(c) On November 19, 1990, the board of directors of
Santa Fe authorized the distribution (the "Distribution") to
holders of Santa Fe's common stock of all the outstanding shares
of Common Stock of the Issuer held by Santa Fe prior to the
Distribution. Prior to the Distribution, CalPERS beneficially
owned 1,248,673 shares of Santa Fe common stock. Shares of
Common Stock of the Issuer were distributed on December 4, 1990
to holders of record of Santa Fe common stock at the close of
business on November 29, 1990 (the "Record Date") on the basis of
one share of Common Stock for every four shares of Santa Fe
common stock held on the Record Date. As a result of the
Distribution, CalPERS received 312,168 shares of the Common
Stock.
<PAGE>
Since the Distribution, CalPERS has sold on the New
York Stock Exchange shares of the Common Stock received in the
Distribution as follows:
Number of Price
Date Shares Sold Per Share ($)
December 6, 1990 20,000 9.6875
December 7, 1990 10,000 9.625
December 10, 1990 13,000 9.1538
No other transactions with respect to the Common Stock
have been effected by the Filing Persons during the past 60 days.
To the best of the knowledge of the Filing Persons, none of the
other persons named in Item 2 or Schedule A or B has engaged in
any transactions with respect to the Common Stock during the past
60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer.
In December 1989, BAREIA purchased from the Issuer a
convertible debenture in the principal amount of $75 million, due
on December 28, 1994, that may be converted, at any time after
December 31, 1991 until final maturity, into shares of the Common
Stock of the Issuer at a conversion price per share equal to the
market price. The market price will be determined to be the
average closing price per share for the Common Stock on the New
York Stock Exchange for the 30 trading days immediately preceding
the conversion date.
Except as described in this Schedule 13D, there are no
other contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and
between such persons and any other persons with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
1. Long-Term Stockholders Agreement, dated as of
December 29, 1989, among Bay Area Real Estate
Investment Associates L.P., Olympia & York SF
Holdings Corporation and Itel Corporation.
2. Registration Rights Agreement, dated as of
December 29, 1989, among Bay Area Real Estate
Investment Associates L.P., Olympia & York SF
Holdings Corporation and Itel Corporation.
<PAGE>
3. Stockholder Spin-off Representation Agreement,
dated as of December 29, 1989, among Bay Area Real
Estate Investment Associates L.P., Olympia & York
Developments Limited and Itel Corporation.
4. Joint Filing Agreement dated December 12, 1990.
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: December 12, 1990 BAY AREA REAL ESTATE INVESTMENT
ASSOCIATES L.P.
By: JMB/Bay Area Partners, an
Illinois general partnership,
its General Partner
By: JMB/IH-II, Inc., a General
Partner
By: /s/ Neil G. Bluhm
Neil G. Bluhm
Title: President
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: December 12, 1990 CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ Dale M. Hanson
Dale M. Hanson
Title: Executive Officer
<PAGE>
<PAGE>
SCHEDULE A
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
Listed below are the executive officer and members of the
Board of Administration of the California Public Employees'
Retirement System and their present principal occupations and
residence or business addresses.
Executive Officer
Dale M. Hanson Executive Officer
California Public Employees'
Retirement System
Lincoln Plaza
400 P Street
Sacramento, California 94229
Members of the Board of Administration
Robert Carlson Retired
2120 Lambeth Way
Carmichael, California 95608
Thomas Clark Optometrist
5479 Abbeyfield Street
Long Beach, California 90815
William Crist Professor of Economics
California State University,
Stanislaus
801 West Monte Vista Avenue
Turlock, California 95380
Gray Davis Controller of the State of
California
300 Capitol Mall, 18th floor
Sacramento, California 95814
Bill D. Ellis Retired
43-401 Arabia Street
Indio, California 92201
Jake Petrosino Planning Graphics Supervisor
City Hall
200 South Anaheim Boulevard
Anaheim, California 92805
Kurato Shimada Landscape/Grounds Custodial
Supervisor
Oak Grove School District
6578 Santa Teresa Boulevard
San Jose, California 95119
<PAGE>
Thomas Hayes Treasurer of the State of
California
915 Capitol Mall, Room 110
Sacramento, California 95814
David Tirapelle Director, Department of
Personnel Administration
North Building, Suite 400
1515 S Street
Sacramento, California 95814
Charles P. Valdes Attorney
California Department of
Transportation
P. O. Box 1438
Sacramento, California 95807
Madale Watson Housewife
437 North Irving Boulevard
Los Angeles, California 90004
Jack Wickware Vice President, General
Counsel
Metropolitan Life Insurance
Company
P. O. Box 3872
San Francisco, CA 94119-3872
Lorrie Ward Assistant to the Governor
Governor's Office
State Capitol, First Floor
Sacramento, California 95814
<PAGE>
<PAGE>
SCHEDULE B
JMB/IH-II, INC.
Listed below are the executive officers and director of
JMB/IH-II, Inc. The principal occupation of each person is as an
employee of JMB Realty Corporation or JMB/IH-II, Inc., and the
business address of each person is 900 North Michigan Avenue,
Chicago, Illinois 60611.
Executive Officers
H. Rigel Barber Vice President
Neil G. Bluhm President
Robert J. Chapman Vice President
Burton E. Glazov Vice President
Jeffrey Gluskin Vice President
R. D. Godsey Vice President
David T. Hejna Vice President,
Associate General
Counsel & Assistant Secretary
Howard Kogen Vice President & Controller
Marvin Lederman Vice President & Treasurer
Judd D. Malkin Chairman
Avrum Miller Vice President & Controller
Stuart C. Nathan Vice President
Gary Nickele Vice President, Assistant
Secretary & General Counsel
Dennis M. Quinn Associate General Counsel &
Assistant Secretary
Joan L. Weyer Assistant Secretary
Kevin B. Yates Secretary & Assistant Vice
President
Director
Neil G. Bluhm
<PAGE>
<PAGE>
EXHIBIT INDEX
Number Page
1 Long-Term Stockholders Agreement,
dated as of December 29, 1989, among
Bay Area Real Estate Investment
Associates L.P., Olympia & York SF
Holdings Corporation and Itel
Corporation. 17
2 Registration Rights Agreement, dated
as December 29, 1989, among Bay Area
Real Estate Investment Associates, L.P.,
Olympia & York SF Holdings Corporation
and Itel Corporation. 30
3 Stockholder Spin-Off Representation
Agreement, dated as of December 29, 1989,
among Bay Area Real Estate Investment
Associates L.P., Olympia & York
Developments Limited and Itel Corporation. 44
4 Joint Filing Agreement dated December 12,
1990. 50
<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CATELLUS DEVELOPMENT CORPORATION
(Name of Subject Company)
Common Shares, $0.01 par value
(Title of Class of Securities)
149-111-106
(CUSIP Number)
Judd D. Malkin
JMB/Bay Area Partners
44 Montgomery Street, 37th Floor
San Francisco, California 94014
Tel. No. (415) 772-3500
(Name, Address and Telephone Number of
Persons Authorized to Receive
Notices and Communications)
October 30, 1992
(Date of Event Which Requires
Filing of this Statement)
<PAGE>
<PAGE>
This Amendment No. 1 amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed by
California Public Employees' Retirement System ("CalPERS"), a
governmental employee pension fund, which is a unit of the State
and Consumer Services Agency of the State of California, and Bay
Area Real Estate Investment Associates L.P. ("BAREIA"), a limited
partnership formed under the California Revised Limited
Partnership Act of which CalPERS is the sole limited partner,
with respect to the common stock, par value $0.01 per share (the
"Common Stock") of Catellus Development Corporation, a Delaware
corporation (the "Issuer"). Capitalized terms used but not
defined in this Amendment No. 1 have the meanings given to such
terms in the Schedule 13D.
Item 2. Identity and Background.
Information with respect to persons identified in
Schedule A and Schedule B of Item 2 is amended as follows:
Information concerning the current executive officers
and members of the Board of Administration of CalPERS is set
forth in Schedule A to this Amendment No. 1. Each of such
executive officers and members of the Board of Administration is
a citizen of the United States.
Information concerning the current executive officers
and directors of JMB/IH-II, Inc. is set forth in Schedule B to
this Amendment No. 1. Each of such executive officers and
directors is a citizen of the United States.
To the best of the knowledge of the filing persons, no
person named in Schedule A or Schedule B to this Amendment No. 1
during the last five years (i) has been convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors); or (ii) has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Sources and Amount of Funds.
Item 3 is amended by adding to the end thereof the
following information:
On October 30, 1992, BAREIA executed a letter of intent
("1992 LOI") with the Issuer which provides that, subject to the
negotiation and execution of a definitive agreement and certain
other conditions specified in the 1992 LOI, BAREIA would convert
its 13-1/2% Convertible Debenture due December 29, 1994 of the
Issuer (the "Debenture") into Common Stock of the Issuer, based
<PAGE>upon the stock price reflected in a concurrent public
equity offering by the Issuer based on an agreed value of the
Debenture of $141 Million. The 1992 LOI also contemplates that
BAREIA would purchase additional shares of Common Stock in the
public offering. It presently is anticipated that funds for any
additional purchases by BAREIA will be contributed 99.8% by
CalPERS and 0.2% by JMB/Bay Area Partners, that such
contributions by CalPERS will be from pension trust funds under
its administration, and that JMB/Bay Area Partners contributions
will be from its working capital funds. The descriptions of the
terms and provisions of the Debenture and the 1992 LOI are
qualified in their entirety by reference to the text of the
Debenture and the 1992 LOI, which are filed as Exhibits 5 and 6,
respectively hereto and incorporated herein by this reference.
Item 4. Purpose of the Transaction.
Item 4 is amended by adding to the end thereof the
following information:
On October 30, 1992, BAREIA executed the 1992 LOI. The
description of the terms and provisions of the Debenture and the
1992 LOI are qualified in their entirety by reference to the text
of the Debenture and the 1992 LOI, which are filed as Exhibits 5
and 6, respectively hereto and incorporated herein by this
reference.
Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding to the end of 5(a)-(b) the
following information:
On October 30, 1992, BAREIA executed the 1992 LOI. The
number of additional shares of Common Stock that would be
obtained by BAREIA if the conversion of the Debenture and
concurrent public offering transpire as described in the 1992 LOI
depends upon the price and number of shares sold in the public
offering. For example, at a price of $6.50 per share, BAREIA
would acquire an additional 21,692,307 shares upon the
conversion, which would result in BAREIA owning approximately
42.9% of the outstanding Common Stock. This percentage would be
maintained by additional purchases of Common Stock by BAREIA in
the public offering. Any increases in the Common Stock owned by
BAREIA would result in corresponding increases in the beneficial
ownership of Common Stock by CalPERS. The descriptions of the
terms and provisions of the Debenture and the 1992 LOI are
qualified in their entirety by reference to the text of the
Debenture and the 1992 LOI, which are filed as Exhibits 5 and 6,
respectively hereto and incorporated herein by this reference.
<PAGE>
Item 6. Contracts, Arrangements, Understandings Where
Relationship With Respect to Securities of the Issuer.
Item 6 is amended by adding to the end thereof the
following information:
On October 30, 1992, BAREIA executed the 1992 LOI. The
description of the terms and provisions of the Debenture and the
1992 LOI are qualified in their entirety by reference to the text
of the Debenture and the 1992 LOI, which are filed as Exhibits 5
and 6, respectively hereto and incorporated herein by this
reference.
Item 7. Material to be Filed as Exhibits:
Item 7 is hereby amended by adding the following
exhibit.
5. Form of 13-1/2% Convertible Debenture of the
Issuer due December 28, 1994.
6. Letter of Intent dated October 30, 1992 between
BAREIA and the Issuer.
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this amendment is true, complete and correct.
Date: October , 1992 BAY AREA REAL ESTATE INVESTMENT
ASSOCIATES L.P.
By: JMB/Bay Area Partners, an
Illinois general partnership,
its General Partner
By: JMB/IH-II, Inc., a General
Partner
By: /s/ Judd D. Malkin
Name: Judd D. Malkin
Title: Chairman
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this amendment is true, complete and correct.
Date: October 22, 1992 CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ James E. Burton
Name: James E. Burton
Title: Assistant Executive
Officer
Investment Operations
<PAGE>
<PAGE>
SCHEDULE A
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
Listed below are the executive officers and members of the
Board of Administration of the California Public Employees'
Retirement System and their present principal occupations and
residence or business addresses.
Executive Officers
Dale M. Hanson Executive Officer
California Public Employees' Retirement
System
Lincoln Plaza
400 P Street
Sacramento, California 94229
James E. Burton Assistant Executive Officer/Investment
Operations
California Public Employees' Retirement
Systems
Lincoln Plaza
400 P Street
Sacramento, California 94229
Members of the Board of
Administration
Kathleen Brown Treasurer of the State of California
915 Capitol Mall, Room 110
Sacramento, California 95814
Robert Carlson Retired
2120 Lambeth Way
Carmichael, California 95608
Thomas Clark Optometrist
5479 Abbeyfield Street
Long Beach, California 90815
William Crist Professor of Economics
California State University - Stanislaus
801 Monte Vista Avenue
Turlock, California 95380
Gray Davis Controller of the State of California
300 Capitol Mall, 18th Floor
Sacramento, California 95814
<PAGE>
Members of the Board of
Administration (cont'd)
Bill D. Ellis Equipment Mechanic
43-401 Arabia Street
Indio, California 92201
Jake Petrosino Planning Graphics Supervisor
City Hall
200 South Anaheim Boulevard
Anaheim, California 92805
Kurato Shimada Landscape/Grounds Custodial Supervisor
Oak Grove School District
6578 Santa Teresa Boulevard
San Jose, California 95119
David Tirapelle Director, Department of Personnel
Administration
North Building, Suite 400
1515 S Street
Sacramento, California 95814
Charles P. Valdes Attorney
California Department of Transportation
P.O. Box 1438
Sacramento, California 95807
Lorrie Ward Member, State Personnel Board
11549 Sutters Mill Circle
Gold River, California 95670
Madale Watson Housewife
437 N. Irving Boulevard
Los Angeles, California 90004
Jack Wickware Vice President, General Counsel
Metropolitan Life Insurance Co.
P.O. Box 3872
San Francisco, California 94119-3872
<PAGE>
<PAGE>
SCHEDULE B
Listed below are the executive officers and director of
JMB/IH-II, Inc. The principal occupation of each person is as an
employee of JMB Realty Corporation of JMB/IH-II, Inc., and the
business address of each person is 900 N. Michigan Avenue,
Chicago, Illinois 60611.
Executive Officers
H. Rigel Barber Vice President
Neil G. Bluhm President
Robert J. Chapman Vice President
Jeffrey Gluskin Vice President
R.D. Godsey Vice President
David T. Hejna Vice President, Associate General
Counsel and Assistant Secretary
Howard Kogen Vice President and Treasurer
Judd D. Malkin Chairman
Avrum Miller Vice President and Controller
Gary Nickele Vice President, Assistant Secretary
and General Counsel
Joan V. Weyer Assistant Secretary
Kevin B. Yates Secretary and Assistant Vice
President
Director
Gary Nickele
<PAGE>
<PAGE>
EXHIBIT INDEX
Number Page
5 Form of 13-1/2% Convertible Debenture
of Catellus Development Corporation due
December 28, 1994 . . . . . . . . . . . . . 11
6 Letter of Intent, dated October 30, 1992,
between Catellus Development Corporation
and Bay Area Real Estate Investment
Associates L.P. . . . . . . . . . . . . . . 21
<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CATELLUS DEVELOPMENT CORPORATION
(Name of Subject Company)
Common Shares, $0.01 par value
(Title of Class of Securities)
149-111-106
(CUSIP Number)
Judd D. Malkin
JMB/Bay Area Partners
100 Bush Street, 27th Floor
San Francisco, California 94014
Tel. No. (415) 772-3500
(Name, Address and Telephone Number of
Persons Authorized to Receive
Notices and Communications)
January 15, 1993
(Date of Event Which Requires
Filing of this Statement
<PAGE>
<PAGE>
This Amendment No. 2 amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed by
California Public Employees' Retirement System ("CalPERS"), a
governmental employee pension fund, which is a unit of the State
and Consumer Services Agency of the State of California, and Bay
Area Real Estate Investment Associates L.P. ("BAREIA"), a limited
partnership formed under the California Revised Limited
Partnership Act of which CalPERS is the sole limited partner,
with respect to the common stock, par value $0.01 per share (the
"Common Stock") of Catellus Development Corporation, a Delaware
corporation (the "Issuer"). Capitalized terms used but not
defined in this Amendment No. 2 have the meanings given to such
terms in the Schedule 13D.
Item 3. Sources and Amount of Funds.
Item 3 is amended by adding to the end thereof the
following information:
On January 15, 1993, BAREIA and the Issuer executed an
Agreement (the "1993 Agreement") which provides that, among other
things, upon satisfaction of certain conditions specified in the
1993 Agreement, BAREIA would convert its 13-1/2% Convertible
Debenture due December 29, 1994 of the Issuer (the "Debenture")
into Common Stock of the Issuer with an aggregate value of $141
million (assuming conversion by February 15, 1993) with a
conversion price based upon the Common Stock price at the time of
a concurrent public equity offering by the issuer. Concurrently
with the public offering, BAREIA will purchase from the Issuer a
number of shares of the class of securities sold in the public
offering calculated so that BAREIA purchases a portion of the
total number of shares of such class being sold (to BAREIA and in
the public offering) equal to BAREIA's percentage ownership of
the outstanding Common Stock (giving effect to the conversion of
the Debenture but not to the public offering). Among the
conditions to BAREIA's obligations under the 1993 Agreement are
execution and delivery by Olympia & York SF Holdings Corporation,
Itel Corporation and the Issuer of a Stockholder's Agreement and
a First Amendment to the Registration Rights Agreement among
those parties and BAREIA. The forms of Stockholders' Agreement
and First Amendment to Registration Rights Agreement are attached
as exhibits to the 1993 Agreement. It presently is anticipated
that funds for any additional purchases by BAREIA will be
contributed 99.8% by CalPERS and 0.2% by JMB/Bay Area Partners,
that such contributions by CalPERS will be from pension trust
funds under its administration, and that JMB/Bay Area Partners
contributions will be from its working capital funds. The
descriptions of the terms and provisions of the 1993 Agreement
are qualified in their entirety by reference to the text of the
1993 Agreement, which is filed as Exhibit 7 and incorporated
herein by this reference.
<PAGE>
Item 4. Purpose of the Transaction.
Item 4 is amended by adding to the end thereof the
following information:
On January 15, 1993, BAREIA executed the 1993 Agreement.
The description of the terms and provisions of the 1993 Agreement
are qualified in their entirety by reference to the text of the
1993 Agreement, which is filed as Exhibit 7 hereto and
incorporated herein by this reference.
Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding to the end of 5(a)-(b) the
following information:
On January 15, 1993, BAREIA executed the 1993 Agreement.
The number of additional shares of Common Stock that would be
obtained by BAREIA if the conversion of the Debenture and
concurrent public offering transpire as described in the 1993
Agreement depends upon the date of the closing under the 1993
Agreement, the market price for the Common Stock of the Issuer,
and, if the public offering involves Common Stock, the price and
number of shares sold in the public offering. For example, at a
price of $6.50 per share, BAREIA would acquire an additional
21,692,307 shares upon the conversion if the closing occurs on or
before February 15, 1993, which would result in BAREIA owning
approximately 42.9% of the outstanding Common Stock. This
percentage would be maintained by additional purchases of Common
Stock by BAREIA in the public offering if the public offering
were to involve Common Stock. Any increases in the Common Stock
owned by BAREIA would result in corresponding increases in the
beneficial ownership of Common Stock by CalPERS. The
descriptions of the terms and provisions of 1993 Agreement are
qualified in their entirety by reference to the text of the 1993
Agreement, which is filed as Exhibit 7 hereto and incorporated
herein by this reference.
Item 6. Contracts, Arrangements, Understandings Where
Relationship With Respect to Securities of the Issuer.
Item 6 is amended by adding to the end thereof the
following information:
On January 15, 1993, BAREIA executed the 1993 Agreement.
The description of the terms and provisions of the 1993 Agreement
are qualified in their entirety by reference to the text of the
1993 Agreement, which is filed as Exhibit 7 hereto and
incorporated herein by this reference.
<PAGE>
Item 7. Material to be Filed as Exhibits:
Item 7 is hereby amended by adding the following
exhibits.
7. Agreement dated as of January 14, 1993 between the
Issuer and BAREIA (including form of Stockholders'
Agreement and form of First Amendment to
Registration Rights Agreement).
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: January 20, 1993 BAY AREA REAL ESTATE INVESTMENT
ASSOCIATES L.P.
By: JMB/Bay Area Partners, an
Illinois general partnership,
its General Partner
By: JMB/IH-II, Inc., a General
Partner
By: /s/ Judd D. Malkin
Judd D. Malkin
Chairman
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: January 20, 1993 CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ James E. Burton
James E. Burton
Assistant Executive Officer
Investment Operations
<PAGE>
<PAGE>
EXHIBIT INDEX
Number Page
7 Agreement dated as of January 14, 1993
between the Issuer and BAREIA (including
form of Stockholders' Agreement and form
of First Amendment to Registration Rights
Agreement. . . . . . . . . . . . . . . . . 8
<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CATELLUS DEVELOPMENT CORPORATION
(Name of Subject Company)
Common Shares, $0.01 par value
(Title of Class of Securities)
149-111-106
(CUSIP Number)
Judd D. Malkin
JMB/Bay Area Partners
100 Bush Street, 27th Floor
San Francisco, California 94014
Tel. No. (415) 772-3500
(Name, Address and Telephone Number of
Persons Authorized to Receive
Notices and Communications)
February 11, 1993
(Date of Event Which Requires
Filing of this Statement)
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 149-111-106 Page 2 of 47 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bay Area Real Estate Investment Associates, L.P.
I.R.S. I.D. No. 94-310-4456
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH
8 SHARED VOTING POWER
37,488,174
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
37,488,174
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,488,174
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approx. 46.4%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 149-111-106 Page 3 of 47 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
California Public Employees' Retirement System
I.R.S. I.D. No. 94-620-7465
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Unit of the State and Consumer Services Agency of the
State of California
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH 269,168
REPORTING
PERSON WITH 8 SHARED VOTING POWER
37,488,174
9 SOLE DISPOSITIVE POWER
269,168
10 SHARED DISPOSITIVE POWER
37,488,174
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
37,757,342
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approx. 46.8%
14 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
<PAGE>
This Amendment No. 3 amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed by
California Public Employees' Retirement System ("CalPERS"), a
governmental employee pension fund, which is a unit of the State
and Consumer Services Agency of the State of California, and Bay
Area Real Estate Investment Associates L.P. ("BAREIA"), a limited
partnership formed under the California Revised Limited
Partnership Act of which CalPERS is the sole limited partner,
with respect to the common stock, par value $0.01 per share (the
"Common Stock") of Catellus Development Corporation, a Delaware
corporation (the "Issuer"). Capitalized terms used but not
defined in this Amendment No. 3 have the meanings given to such
terms in the Schedule 13D.
Item 3. Sources and Amount of Funds.
Item 3 is amended by adding to the end thereof the
following information:
On February 11, 1993, BAREIA converted its 13-1/4%
Convertible Debenture due December 29, 1994 of the Issuer (the
"Debenture") into 18,989,899 shares of Common Stock of the
Issuer. Concurrently with such conversion, BAREIA purchased from
the Issuer 1,405,702 shares of the Issuer's $3.75 Series A
Cumulative Convertible Preferred Stock ("Preferred Stock") for a
cash purchase price of $70,285,100 using funds contributed to
BAREIA's capital by CalPERS and by BAREIA's general partner,
JMB/Bay Area Partners. The conversion and the purchase were made
pursuant to the Agreement dated as of January 14, 1993, as
amended, between the Issuer and the BAREIA (the "1993
Agreement"). In connection with such transaction, CalPERS made a
capital contribution to BAREIA of approximately $70,600,000 from
pension trust funds under CalPERS' administration, and JMB/Bay
Area Partners made a capital contribution to BAREIA totalling
approximately $141,483 from its working capital funds. The
1,405,702 shares of Preferred Stock currently are convertible at
the option of the holder into 7,757,737 shares of Common Stock of
the Issuer.
Item 4. Purpose of the Transaction.
Item 4 is amended by adding to the end thereof the
following information:
On February 11, 1993 BAREIA executed and delivered:
(i) Amendment No. 1 to the 1993 Agreement between BAREIA and
the Issuer ("Amendment No. 1"); (ii) the Stockholders Agreement
dated as of January 29, 1993 among BAREIA, the Issuer, Olympia &
York SF Holdings Corporation, an Ontario corporation ("O&Y") and
Itel Corporation, a Delaware corporation ("Itel") (the
"Stockholders Agreement"); (iii) the First Amendment to
Registration Rights Agreement dated as of January 29, 1993 among
BAREIA, the Issuer, O&Y and Itel (the "Registration Rights
Amendment"), and (iv) the Standby Stockholders Agreement dated as
of February 4, 1993 among <PAGE>BAREIA, the Issuer and Itel. The
descriptions of the terms and provisions of Amendment No. 1, the
Stockholders Agreement, the Registration Rights Amendment and the
Standby Stockholders Agreement are qualified in their entirety by
reference to the text of such agreements, which are filed as
Exhibits 8, 9, 10 and 11, respectively, hereto and incorporated
herein by this reference.
Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding to the end of 5(a)-(c)
the following information:
On February 11, 1993 BAREIA converted the Debenture
into 18,989,899 shares of Common Stock of the Issuer.
Concurrently with such conversion, BAREIA purchased from the
Issuer 1,405,702 shares of Preferred Stock, which shares of
Preferred Stock currently are convertible at the option of the
holder into 7,757,737 shares of Common Stock of the Issuer. The
conversion of the Debenture and the purchase were made pursuant
to the 1993 Agreement.
CalPERS has sole power to vote or to direct the
vote of and sole power to dispose of or to direct the disposition
of 269,168 shares of Common Stock which CalPERS owns
individually. As the sole limited partner of BAREIA, CalPERS may
be deemed to have shared power to vote or to direct the vote of
and shared power to dispose of or direct the disposition of
37,488,174 shares of Common Stock, including 7,757,737 shares of
Common Stock currently issuable upon conversion of the shares of
Preferred Stock referred to above. Accordingly, in the aggregate
CalPERS may be deemed to beneficially own 37,757,342 shares of
Common Stock of the Issuer, which would constitute approximately
46.8% of such Common Stock.
BAREIA beneficially owns 37,488,174 shares of
Common Stock of the Issuer, including 7,757,737 shares of Common
Stock currently issuable upon conversion of the Preferred Stock
referred to above, which would constitute approximately 46.4% of
such Common Stock. BAREIA has shared power to dispose of or to
direct the disposition of and shared power to vote or direct the
vote of such shares.
By reason of the agreements described in Item 4,
BAREIA, Itel and O&Y might be deemed to comprise a group within
the meeting of Section 13(d)(3) of the Exchange Act. However,
BAREIA disclaims any beneficial ownership of Common Stock of the
Issuer owned by either Itel or 0&Y.
On February 11, 1993 BAREIA executed and delivered
Amendment No. 1, the Stockholders Agreement, the Registration
Rights Amendment and the Standby Stockholders Agreement. The
descriptions of the terms and provisions of such agreements are
qualified in their entirety by reference to the text of such
<PAGE>agreements, which are filed as Exhibits 8, 9, 10 and 11,
respectively, hereto and incorporated herein by this reference.
Item 6. Contracts, Arrangements, Understandings Where
Relationship With Respect to Securities of the Issuer.
Item 6 is amended by adding to the end thereof the
following information:
On February 11, 1993 BAREIA executed and delivered
Amendment No. 1, the Stockholders Agreement, the Registration
Rights Amendment and the Standby Stockholders Agreement. The
descriptions of the terms and provisions of such agreements are
qualified in their entirety by reference to the text of such
agreements, which are filed as Exhibits 8, 9, 10 and 11,
respectively, hereto and incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended by adding the following exhibits:
8. Amendment No. 1 to 1933 Agreement between the
Issuer and BAREIA.
9. Stockholders Agreement dated as of January 29,
1993 among the Issuer, BAREIA, Itel and O&Y.
10. First Amendment to Registration Rights
Agreement dated as of January 29, 1993 among
the Issuer, BAREIA, Itel and O&Y.
11. Standby Stockholders Agreement dated as of
February 4, 1993 among the Issuer, BAREIA and
Itel.
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this amendment is true, complete and correct.
Date: February 11, 1993 BAY AREA REAL ESTATE INVESTMENT
ASSOCIATES, L.P.
By: JMB/Bay Area Partners, an
Illinois general
partnership, its General
Partner
By: JMB/IH-II, Inc., a General
Partner
By: /s/ Judd D. Malkin
Judd D. Malkin
Chairman
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this amendment is true, complete and correct.
Date: February 11, 1993 CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ James E. Burton
James E. Burton
Assistant Executive
Officer
Investment Operations
<PAGE>
<PAGE>
EXHIBIT INDEX
Number Page
8. Amendment No. 1 to 1933 Agreement
between the Issuer and BAREIA 10
9. Stockholders Agreement dated as of
January 29, 1993 among the Issuer,
BAREIA, Itel and O&Y 12
10. First Amendment to Registration Rights
Agreement dated as of January 29, 1993
among the Issuer, BAREIA, Itel and O&Y 28
11. Standby Stockholders Agreement dated as
of February 4, 1993 among the Issuer,
BAREIA and Itel 32
<PAGE>
BAY AREA REAL ESTATE INVESTMENT
ASSOCIATES L.P.
100 BUSH STREET, 27TH FLOOR
SAN FRANCISCO, CALIFORNIA 94014
February 21, 1994
Itel Corporation
2 North Riverside Plaza
Chicago, Illinois 60606
Attn: James E. Knox, Esquire
Re: Catellus Development Corporation
Gentlemen:
Reference is made to the Stockholders Agreement (the
"Stockholders Agreement") dated as of January 29, 1993 among Bay
Area Real Estate Investment Associates L.P., a California limited
partnership ("BAREIA"), Olympia & York SF Holdings Corporation,
an Ontario corporation ("O & Y"), Itel Corporation, a Delaware
corporation ("Itel"), and Catellus Development Corporation, a
Delaware corporation (the "Company") and the right of first offer
provided for in Section 3 of the Stockholders Agreement.
Capitalized terms not defined in this letter agreement are used
as defined in the Stockholders Agreement.
Itel has advised BAREIA that the Itel Nominees who
currently serve on the Board of Directors of the Company intend
to resign from the Board and not stand for reelection, and Itel
has requested that effective upon such resignations BAREIA waive
its rights contained in Section 3 of the Stockholders Agreement
with respect to shares of Common Stock of the Company held by
Itel. In this connection, Itel covenants, represents and
warrants to BAREIA that: (i) as of the date of this letter
agreement Itel beneficially owns 6,687,575 shares of Common Stock
of the Company (the "Itel Amount"); (ii) any offer, sale or other
disposition of shares of Common Stock of the Company by Itel
shall be in compliance with applicable law, including applicable
securities laws; and (iii) subject to the requirements of
applicable law, Itel shall, and shall use all reasonable efforts
to cause its officers, employees, agents and the Itel Nominees
to, make no public disclosures concerning the Company and hold in
confidence all non-public information obtained from the Company.
<PAGE>
Itel Corporation
Attn: J. E. Knox, Esq.
February 21, 1994
Page 2
In reliance and conditioned upon the accuracy of and
Itel's compliance with the covenants, representations and
warranties contained in the preceding paragraph, BAREIA hereby
waives its rights under Section 3 of the Stockholders Agreement
with respect to shares of Common Stock of the Company held by
Itel effective upon the effective date of the resignations of the
Itel Nominees from the Company's Board of Directors. Such waiver
shall be effective until the earlier to occur of (a) two years
from the date of this letter agreement, or (b) the date Itel
becomes the beneficial owner of, or the member of a group (within
the meaning of Section 13(d)(3) of the Securities and Exchange
Act of 1934) which beneficially owns, a number of shares of
Common Stock of the Company greater than the Itel Amount.
Please sign and return the enclosed copy of this letter
agreement to us if the foregoing accurately reflects our
understanding and agreement.
Very truly yours,
BAY AREA REAL ESTATE INVESTMENT
ASSOCIATES L.P.
By JMB/Bay Area Partners, an
Illinois general
partnership, its
General Partner
By JMB/IH-II, Inc., a General
Partner
By: /s/ Judd D. Malkin
ACCEPTED AND CONFIRMED:
ITEL CORPORATION
By: /s/ James E. Knox
