<PAGE> UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
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 37,757,342
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
37,757,342
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*
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
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 37,757,342
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH
10 SHARED DISPOSITIVE POWER
37,757,342
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. 6 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. 6 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 an additional capital
contribution to BAREIA of 27,000 shares of Common Stock; the
total number of shares contributed by CalPERS on such date
(including the 242,168 shares reported in Amendment No. 5) was
269,168. 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 transactions, JMB/Bay Area
Partners will make an aggregate capital contribution to BAREIA of
approximately $6,722 (including the $6,066 reported in Amendment
No. 5) 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 an additional capital
contribution to BAREIA of 27,000 shares of Common Stock; the
total number of shares contributed by CalPERS on such date
(including the 242,168 shares reported in Amendment No. 5) was
269,168. As a result of those transactions the BAREIA
Percentage, as that term is defined in the BAREIA Agreement, is
41.11.
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 an additional capital
contribution to BAREIA of 27,000 shares of Common Stock; the
total number of shares contributed by CalPERS on such date
(including the 242,168 shares reported in Amendment No. 5) was
269,168.
Page 4 of 7 Pages
<PAGE>
<PAGE> 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
37,757,342 shares of Common Stock, including 7,757,737 shares of
Common Stock currently issuable upon conversion of 1,405,702
shares of Preferred Stock, which would constitute approximately
46.8% of such Common Stock.
BAREIA beneficially owns 37,757,342 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 46.8% 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 15, 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 15, 1994 CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ James E. Burton
James E. Burton
Assistant Executive Officer
Investment Operations
Page 7 of 7 Pages
