<PAGE> UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
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)
March 4, 1994
(Date of Event Which Requires
Filing of this Statement)
Page 1 of 7 Pages
<PAGE>
<PAGE> SCHEDULE 13D
CUSIP No. 149-111-106 Page 2 of 7 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*
OO
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
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 37,730,342
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
37,730,342
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
37,730,342
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approx. 46.7%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> SCHEDULE 13D
CUSIP No. 149-111-106 Page 3 of 7 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*
OO
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
7 SOLE VOTING POWER
27,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 37,730,342
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 27,000
PERSON WITH
10 SHARED DISPOSITIVE POWER
37,730,342
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. 5 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. 5 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 March 4, 1994, CalPERS made a capital contribution
to BAREIA of 242,168 shares of Common Stock. The shares so
contributed to the capital of BAREIA were acquired by CalPERS on
December 4, 1990 from Santa Fe Pacific Corporation pursuant to a
spin-off transaction described more fully in Item 5 of the
Schedule 13D originally filed by CalPERS and BAREIA. In
connection with such transaction, JMB/Bay Area Partners will make
a capital contribution to BAREIA of approximately $6,066 from its
working capital funds.
Item 4. Purpose of the Transaction.
Item 4 is amended by adding to the end thereof the
following information:
On March 4, 1994, CalPERS made a capital contribution
to BAREIA of 242,168 shares of Common Stock. As a result of that
transaction the BAREIA Percentage, as that term is defined in the
BAREIA Agreement, is 41.08.
Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding to the end of 5(a)-(c) the
following information:
On March 4, 1994, CalPERS made a capital contribution
to BAREIA of 242,168 shares of Common Stock.
Page 4 of 7 Pages
<PAGE>
CalPERS has sole power to vote or to direct the vote of
and sole power to dispose of or to direct the disposition of
27,000 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 37,730,342
shares of Common Stock, including 7,757,737 shares of Common
Stock currently issuable upon conversion of 1,405,702 shares of
Preferred Stock. 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 37,730,342 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 46.7% 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.
Page 5 of 7 Pages
<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: March 11, 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
Chairman
Page 6 of 7 Pages
<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: March 11, 1994 CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ Dale M. Hanson
Dale M. Hanson
Chief Executive Officer
Page 7 of 7 Pages
