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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 7
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
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(CUSIP Number)
Sheryl Pressler
Chief Investment Officer
California Public Employees'
Retirement Systems
Lincoln Plaza, 400 "P" Street
Sacramento, California 95814
Tel. No. (916) 326-3828
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(Name, Address and Telephone Number of
Persons Authorized to Receive
Notices and Communications)
November 14, 1995
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(Date of Event Which Requires
Filing of this Statement
Page 1 of 13 Pages
The Index to Exhibits is on Page 11
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SCHEDULE 13D
<TABLE>
<S> <C> <C>
CUSIP No. 149-111-106 Page 2 of 13 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
California
7 SOLE VOTING POWER
NUMBER OF SHARES 37,757,342
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
0
9 SOLE DISPOSITIVE POWER
37,757,342
10 SHARED DISPOSITIVE POWER
0
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. 46.4%
14 TYPE OF REPORTING PERSON*
EP
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 13 Pages
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SCHEDULE 13D
CUSIP No. 149-111-106 Page 3 of 13 Pages
<TABLE>
<S> <C> <C>
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
NUMBER OF SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 13 Pages
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This Amendment No. 7 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 was 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. 7 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. 7. 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. 7 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 November 14, 1995, JMB/Bay Area Partners ("JMB") withdrew
as the sole general partner of BAREIA and BAREIA distributed to JMB $712,070
with respect to JMB's capital account in BAREIA. In addition, BAREIA paid
$10,914,627 to JMB in satisfaction of certain termination and management fees.
The funds distributed and paid to JMB by BAREIA consisted of $292,195 of
BAREIA's working capital and $11,334,502 received by BAREIA as a capital
contribution from CalPERS from pension trust funds under CalPERS'
administration. CalPERS thereafter commenced the dissolution and winding up of
BAREIA as a partnership and BAREIA distributed to CalPERS 29,999,605 shares of
Common Stock and 1,405,702 shares of the Issuer's $3.75 Series A Cumulative
Convertible Preferred Stock ("Preferred Stock") with respect to CalPERS'
capital account in BAREIA. The 1,405,702 shares of Preferred Stock are
Page 4 of 13 Pages
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convertible at the option of the holder into 7,757,737 shares of Common Stock
of the Issuer. CalPERS is BAREIA's liquidating partner and has exclusive
rights and responsibilities for winding up its affairs.
Item 4. Purpose of the Transaction.
Item 4 is amended by adding to the end thereof the following
information:
CalPERS executed and delivered a letter agreement dated
November 14, 1995, between CalPERS and the Issuer (the "Letter Agreement")
with respect to, among other things, the Agreement dated as of January 14,
1993 between the Issuer and BAREIA, and Amendment No. 1 thereto dated as of
January 29, 1993 (as so amended, the "BAREIA Agreement"), the Stockholders
Agreement dated as of January 29, 1993 by and among BAREIA, Olympia & York
SF Holdings Corporation ("O&Y"), Itel Corporation ("Itel") and the Issuer
(the "Stockholders Agreement"), and the Registration Rights Agreement dated
as of December 29, 1989 by and among the Issuer, O&Y, Itel, and BAREIA, and
the First Amendment to such Agreement dated as of January 29, 1993 (as so
amended, the "Registration Rights Agreement"). The Letter Agreement
confirms that the BAREIA Agreement and the Stockholders Agreement have been
terminated and that CalPERS is a holder of Registrable Securities under the
Registration Rights Agreement and is entitled to the benefits thereof. The
description of the terms and provisions of the Letter Agreement is qualified in
its entirety by reference to the text of such agreement, which is filed as
Exhibit 13 hereto and incorporated herein by this reference. CalPERS intends,
from time to time, to recommend nominees to fill vacancies on the Board of
Directors of the Issuer or otherwise to serve as directors of the Issuer, and
also may take such actions as may be necessary, including without limitation
voting its shares of the Issuer's stock, to ensure the election of such
additional nominees to the Board of Directors.
Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding to the end of 5(a)-(c) the
following information:
On November 14, 1995, JMB withdrew as the sole general partner
of BAREIA and BAREIA distributed $712,070 to JMB with respect to its capital
account in BAREIA. CalPERS thereafter commenced the dissolution and winding up
of BAREIA as a partnership. In connection with the dissolution, BAREIA
distributed to CalPERS 29,999,605 shares of Common Stock and 1,405,702 shares
of Preferred Stock with respect to CalPERS' capital account in BAREIA.
The 1,405,702 shares of Preferred Stock are convertible at the option of the
holder into 7,757,737 shares of Common Stock. CalPERS is BAREIA's liquidating
partner and has exclusive rights and responsibilities for winding up its
affairs.
CalPERS has sole power to vote and direct the vote of and sole
power to dispose of or to direct the disposition of 37,757,342 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, which would
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constitute approximately 46.4% of such Common Stock.
BAREIA beneficially owns no shares of Common Stock of the
Issuer.
CalPERS has executed and delivered the Letter Agreement, which
confirms that the BAREIA Agreement and the Stockholders Agreement have been
terminated and that CalPERS is a holder of Registrable Securities under the
Registration Rights Agreement and is entitled to the benefits thereof. 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
13 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:
CalPERS has executed and delivered the Letter Agreement,
which confirms that the BAREIA Agreement and the Stockholders Agreement have
been terminated and that CalPERS is a holder of Registrable Securities under
the Registration Rights Agreement and is entitled to the benefits thereof. 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
13 hereto and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits:
Item 7 is hereby amended by adding the following exhibit.
13. Letter Agreement dated November 14, 1995 between
CalPERS and the Issuer.
Page 6 of 13 Pages
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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: November 15, 1995 BAY AREA REAL ESTATE INVESTMENT ASSOCIATES L.P.
By: California Public Employees'
Retirement System, its
Liquidating Partner
By: /s/ SHERYL PRESSLER
----------------------------------
Sheryl Pressler
Title: Chief Investment Officer
Page 7 of 13 Pages
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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: November 15, 1995 CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ SHERYL PRESSLER
-------------------------------
Sheryl Pressler
Title: Chief Investment Officer
Page 8 of 13 Pages
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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
<TABLE>
<S> <C>
James E. Burton Chief Executive Officer
California Retirement Employees'
Retirement System
Lincoln Plaza
400 "P" Street
Sacramento, California 94229-2701
Sheryl Pressler Chief Investment Officer
California Retirement Employees'
Retirement System
Lincoln Plaza
400 "P" Street
Sacramento, California 94229-2701
</TABLE>
<TABLE>
<CAPTION>
Members of the Board of
Administration
- -----------------------
<S> <C>
Harry Bubb Director
Pacific Mutual Life Insurance
700 Newport Center Drive
Newport Beach, California 92880
Robert Carlson Retired
2120 Lambeth Way
Carmichael, California 95608
Thomas Clark Retired
2267 Albury Avenue
Long Beach, California 90815
Kathleen Connell Controller of the State of California
300 Capital Mall, 18th Floor
Sacramento, California 95814
</TABLE>
Page 9 of 13 Pages
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<TABLE>
<S> <C>
Jerry Cremins Retired
780 La Goleta Way
Sacramento, California 95864
William Crist Professor of Economics
California State University - Stanislaus
801 Monte Vista Avenue
Turlock, California 95380
Michael Flaherman Economist
Bay Area Rapid Transit
800 Madison Street, Room 432
Oakland, California 94657
Matt Fong Treasurer of the State of California
915 Capital Mall, Suite 110
Sacramento, California 95814
William Rosenberg Retired
555 Pierce Street, #721
Albany, California 94706
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 F. Valdes Attorney
California Department of Transportation
P.O. Box 1438
Sacramento, California 95807
</TABLE>
Page 10 of 13 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Page
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<S> <C> <C>
13. Letter Agreement dated November 14, 1995 between CalPERS and the Issuer 13
</TABLE>
Page 11 of 13 Pages
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California Public Employees'
Retirement Systems
Lincoln Plaza, 400 "P" Street
Sacramento, California 95814
November 14, 1995
Mr. Nelson C. Rising
President and Chief Executive Officer
Catellus Development Corporation
201 Mission Street
San Francisco, California 94105
Dear Mr. Rising:
Reference is made to the Agreement dated as of January 14,
1993 between Catellus Development Corporation (the "Company") and Bay Area Real
Estate Investment Associates L.P. ("BAREIA"), and Amendment No. 1 thereto dated
as of January 14, 1993 (as so amended, the "BAREIA Agreement"), the
Stockholders Agreement dated as of January 29, 1993 by and among BAREIA,
Olympia & York SF Holdings Corporation ("O&Y"), Itel Corporation ("Itel") and
the Company (the "Stockholders Agreement"), and the Registration Rights
Agreement dated as of December 29, 1989 by and among the Company, O&Y, Itel,
and BAREIA, and the First Amendment to such Agreement dated as of January 29,
1993 (as so amended, the "Registration Rights Agreement").
This will confirm that BAREIA is being liquidated and
dissolved as of November 14, 1995, and that the California Public Employees'
Retirement System ("CalPERS"), as the sole limited partner of BAREIA, will
become the sole holder of the 29,999,605 shares of the Company's Common Stock
and the 1,405,702 shares of the Company's $3.7 Series A Cumulative Convertible
Preferred Stock (collectively, the "Shares") which currently are held by
BAREIA. This also will confirm our understanding that since Itel and O&Y each
have ceased to own 5% of the outstanding shares of the Company's Common Stock,
those companies no longer are parties which are bound by the Stockholders
Agreement.
This further will confirm that CalPERS agrees to be bound by
the terms of the Registration Rights Agreement in accordance with Section 13
thereof.
This will confirm our understanding and agreement that
effective as of the date of this letter the BAREIA Agreement and the
Stockholders Agreement will have been terminated and will be of no further
force and effect, and CalPERS will be a Holder of Registrable Securities under
the Registration Rights Agreement
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and be entitled to the benefits of such Agreement with respect to the
Shares.
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,
CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ SHERYL PRESSLER
-------------------------------
Chief Investment Officer
Accepted and Confirmed:
CATELLUS DEVELOPMENT CORPORATION
By: /s/ NELSON C. RISING
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Page 13 of 13 Pages
