<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1996
REGISTRATION NO. 333-03019
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CATELLUS DEVELOPMENT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
94-2953477
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
------------------------
201 MISSION STREET
SAN FRANCISCO, CALIFORNIA 94105
(415) 974-4500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
<TABLE>
<S> <C>
MAUREEN SULLIVAN, ESQ. COPY TO:
VICE PRESIDENT LAW, GENERAL COUNSEL AND SECRETARY JAMES R. UKROPINA, ESQ.
CATELLUS DEVELOPMENT CORPORATION O'MELVENY & MYERS
201 MISSION STREET 400 SOUTH HOPE STREET
SAN FRANCISCO, CALIFORNIA 94105 LOS ANGELES, CALIFORNIA 90071
(415) 974-4500 (213) 669-6000
</TABLE>
(Name, address, including zip code, and telephone number,
including area code, of registrant's agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the
effective date of this Registration Statement as determined by market
conditions.
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<PAGE> 2
PROSPECTUS
------------------------
CATELLUS DEVELOPMENT CORPORATION
1,528,421 SHARES
COMMON STOCK
$0.01 PAR VALUE
------------------------
All of the shares of the Common Stock, $0.01 par value per share (the
"Common Stock"), of Catellus Development Corporation (the "Company") offered by
this Prospectus (the "Shares") are being offered for the account of Bruce K.
Akins, Trustee of the Akins Family Revocable Trust, Carl S. Akins, Trustee of
the Carl S. Akins Family Revocable Trust and Bruce T. Lehman (collectively, the
"Individual Selling Stockholders") and may be offered by certain other entities
as described herein (together with the Individual Selling Stockholders, the
"Selling Stockholders"). The Company will not receive any proceeds from this
offering. See "SELLING STOCKHOLDERS" below.
The Common Stock is listed on the New York Stock Exchange, the Pacific
Stock Exchange and the Chicago Stock Exchange under the symbol "CDX." On July
31, 1996, the closing price of the Common Stock as reported by the New York
Stock Exchange was $8.75 per share.
SEE "RISK FACTORS" STARTING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS
OF THE SHARES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Shares may be sold by the Selling Stockholders from time to time in one
or more transactions on the New York Stock Exchange, the Pacific Stock Exchange
or the Chicago Stock Exchange, in negotiated transactions, or a combination of
such methods of sale, or otherwise, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. See "PLAN OF DISTRIBUTION" below.
The date of this Prospectus is August 5, 1996.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, information statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the following Regional Offices
of the Commission: 7 World Trade Center, 13th Floor, New York, New York 10048
and Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Common Stock is listed on the New York Stock Exchange, the Pacific Stock
Exchange and the Chicago Stock Exchange. Reports, proxy statements, information
statements and other information filed by the Company can also be inspected at
the offices of (i) the New York Stock Exchange at 20 Broad Street, Seventh
Floor, New York, New York 10005, (ii) the Pacific Stock Exchange at 301 Pine
Street, San Francisco, California 94104, and (iii) the Chicago Stock Exchange at
One Financial Place, 440 South LaSalle Street, Chicago, Illinois, 60605-1070.
This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 (No. 333-03019) (the "Registration
Statement") of which this Prospectus is a part, including the exhibits thereto,
which has been filed with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). Copies of the Registration Statement and the
exhibits thereto may be obtained, upon payment of the fee prescribed by the
Commission, or may be examined without charge, at the office of the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company (File No. 0-18694) with the
Commission pursuant to the Exchange Act are incorporated into this Prospectus by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as amended by Amendment No. 1 thereto on Form 10-K/A.
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1996, as amended by Amendment No. 1 thereto on Form 10-Q/A.
3. The Company's Current Report on Form 8-K dated July 31, 1996.
4. The description of the Common Stock, par value $0.01 per share (the
"Common Stock"), of the Company contained in its Registration Statement
on Form 10 dated July 18, 1990.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, subsequent to the date of this Prospectus and prior
to termination of this offering, shall be deemed to be incorporated into this
Prospectus by reference and to be a part hereof from the date of filing of such
document. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Copies of any or all documents incorporated by reference, including
exhibits to such documents, will be provided by the Company without charge to
each person, including any beneficial owner, to whom a copy of this Prospectus
has been delivered upon the written or oral request of such person. Requests for
copies should be made to Catellus Development Corporation, 201 Mission Street,
San Francisco, California 94105, Attention: Corporate Communications, (415)
974-4500.
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<PAGE> 4
RISK FACTORS
The following factors should be considered carefully by prospective
investors in the Shares offered hereby.
RECENT OPERATING RESULTS
Historically, the aggregate costs of holding and operating the Company's
real estate assets, servicing debt and paying preferred stock dividends have
exceeded revenue from property operations, development and other recurring
sources. In addition, the Company's cash requirements have been increased by the
funds necessary to support the predevelopment and entitlement efforts for its
major land development projects. The resulting cash flow deficits have been
funded by borrowings, the issuance of preferred stock and the sale of sufficient
assets to meet the Company's overall cash requirements. Although many of the
markets in which the Company owns properties experienced some level of recovery
in 1995, no assurance can be given that the Company will be able to continue to
sell assets in the future at favorable prices.
FISCAL YEAR ENDED DECEMBER 31, 1995
The Company had a net loss applicable to Common stockholders of $56.8
million and $26.3 million for the fiscal years ended December 31, 1995 and 1994,
respectively. During 1995, the Company took a non-cash, pretax charge of $102.4
million to adjust the carrying value of certain properties, which included $84.4
million resulting from the Company's decision to terminate the 1991 Development
Agreement for its Mission Bay project in San Francisco.
FISCAL QUARTERS ENDED MARCH 31, 1996 AND JUNE 30, 1996
The Company had a net loss applicable to Common stockholders of $4.2
million and $0.6 million for the fiscal quarters ended March 31, 1996 and 1995,
respectively. For the fiscal quarter ended June 30, 1996, the Company had net
income applicable to Common stockholders of $2.9 million compared to a net loss
applicable to Common stockholders of $2.8 million in the second quarter of 1995.
For the six months ended June 30, 1996, the Company had a net loss applicable to
Common stockholders of $1.4 million compared to a net loss applicable to Common
stockholders of $3.4 million for the six months ended June 30, 1995. The Company
capitalized approximately $5 million of interest in each of the quarters ended
March 31, 1995 and June 30, 1995 relating to the Mission Bay project and certain
other properties for which no interest was capitalized in the comparable periods
in 1996. Continuing net losses could eventually result in the need for the
Company to rely more heavily on cash generated from asset sales or modify its
development timetable.
GENERAL REAL ESTATE INVESTMENT RISKS
GENERAL
Real estate investments are relatively illiquid and the related market
values may be adversely affected by changes in the local economies in which the
properties are located, including oversupply of space, a reduction in demand for
rental space, the attractiveness of certain sites to tenants, competition from
other available space, the ability of the Company to provide for adequate
maintenance and insurance and increased operating expenses. Income and real
estate values may also be adversely affected by such factors as applicable laws
(e.g., the Americans with Disabilities Act (the "ADA"), environmental
regulations and tax laws), interest rate levels and the availability of
financing. Although many of the markets in which the Company owns properties
experienced some level of recovery during 1995, the Company's operating income
and asset values have been adversely affected by local economic conditions,
particularly in California, over the past five years.
RISKS IN THE COMPANY'S OPERATIONS
Reductions in Rental Revenues from Lower Lease Rates. The Company had
approximately 14 million square feet of industrial, office and retail space
under lease at December 31, 1995. The leases associated with approximately 19%
of the space presently under lease will expire during 1996. Leases associated
with an additional 29% of this space will expire prior to the year 2000. In many
cases, the Company expects that the
3
<PAGE> 5
existing tenants will extend or renew upon expiration; otherwise, the space will
be marketed to potential new tenants. The lease terms associated with extension,
renewal or releasing will generally be reflective of local economic and market
factors at the time of negotiation. Consequently, the resulting lease rates may
be significantly lower than those reflected in the leases presently in place.
Reductions in Market Values Resulting in Property Write-downs. The Company
makes real estate investment and development decisions based on a detailed
analysis of economic data and market fundamentals. The Company will periodically
reassess its strategy with respect to individual assets in an effort to respond
to local economic and market factors. Unanticipated future changes in economic
circumstances or market fundamentals impacting a property could affect the
Company's ability to recover its investment and realize a profit on that
property. In certain circumstances, as with the Mission Bay project in 1995, the
Company may be required to recognize an impairment of value by recording a
write-down to the carrying value of a property or group of properties.
Illiquid Market for Property Sales. Due to the impact of local economic and
market circumstances on real estate values, it is difficult to predict with
certainty future levels of asset sales and, specifically, the sales prices that
will be realized for individual assets. The Company has announced a plan to
dispose of $100 million in nonstrategic land sales by December 31, 1996.
Additionally, the Company owns more than 790,000 acres of desert land in
California which it intends to monetize through, among other things, property
sales. Although management believes that the diversity of the Company's
portfolio provides sufficient flexibility to meet its sales objectives, there
can be no assurances that the Company will be able to meet its plan for asset
sales and achieve its estimates of current value through future sale
transactions.
Credit Markets and Leverage. To date, the Company has been able to arrange
financing on competitive terms. In addition, the Company has been able to renew
or refinance its working capital and construction lines, and to obtain term and
permanent financing on a reasonable basis for projects financed by its
construction lines as these projects are completed. However, the Company's
ability to borrow money, renew its working capital and construction lines, and
refinance maturing loans may be constrained by the dynamics of real estate
credit markets. A tightening of the credit markets could result in more
stringent underwriting criteria, including low loan-to-value and high debt
service coverage requirements, and additional equity requirements for borrowers.
This would require that the Company contribute additional cash equity for new
developments and refinancings.
As of March 31, 1996, approximately $481 million of the Company's debt was
secured by a majority of the Company's income producing properties and certain
of its land assets and approximately $336 million of this debt had penalties if
paid prior to maturity. The Company on that date had unused borrowing capacity
of $48 million under an unsecured working capital line of credit, $83 million
under two construction lines of credit (use of these funds is subject to lender
pre-qualification) and a ratio of total indebtedness for money borrowed to book
value of properties of 44%. Management believes the ratio of total indebtedness
to the current value of properties is substantially lower than 44% and that it
could borrow additional sums to fund its operations, if necessary, by borrowing
against its significant unencumbered property portfolio. However, the cost of
servicing substantial additional debt incurred by the Company or a substantial
increase in the proportion of its assets encumbered by secured debt could
adversely affect its future ability to borrow.
Under the foregoing circumstances, the Company may have to rely more
extensively on cash generated from asset sales and modify its development
timetables until the required funds can be raised. To date, the Company has been
able to obtain the funding necessary to meet its needs for development and
refinancings through cash generated from property operations, asset sales and
financings. However, there are no assurances that this will continue
indefinitely.
Regulatory Approvals. Before the Company can develop a property, it must
obtain a variety of approvals (entitlements) from local and state governments
with respect to such matters as zoning, density, parking, subdivision,
architectural design and environmental issues. Because of the discretionary
nature of these approvals and the concerns often raised by various government
agencies and special interest groups during the approval and development
processes, the Company's ability to develop properties and realize future income
from its projects could be delayed, reduced or prevented. As an example, the
Company's termination of the
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<PAGE> 6
development agreement for the Mission Bay project was the result of a
combination of factors, including the Company's judgment that the existing
entitlement package was no longer attractive in light of current and anticipated
market conditions. The Company is now seeking revised entitlements for the
Mission Bay project, but there can be no assurances regarding if, or when, a
satisfactory entitlement package will be obtained.
DEPENDENCE ON THE CALIFORNIA ECONOMY
The Company's real estate activities are located predominantly in
California. The performance of the California economy affects sales of land,
occupancy, market rental rates and expenses and, consequently, has an impact on
the income derived from the Company's real estate activities and the underlying
values of property owned by the Company.
The California economy suffered from a recession which began in 1990.
National trends, such as a decline in demand for discretionary consumer goods
and leisure travel as well as heightened competition in high technology
industries, have had an adverse impact upon California. Since the second quarter
of 1993, the economic outlook for California has steadily improved; however, no
assurances can be given that the recovery of the California economy will
continue.
COMPETITION
Numerous industrial, office and retail properties and residential
developments compete with the property owned and developed by the Company in
attracting tenants to lease space and home buyers. The number of competitive
commercial and residential developments in a particular area could have a
material effect on the Company's ability to develop and lease space, and on the
rents charged for the lease of such space, as well as the Company's ability to
develop and market residential projects. In addition, property management
companies compete with the services provided by the Company and could have a
material effect on the Company's ability to generate significant earnings from
management service activities.
ENVIRONMENTAL MATTERS
Various federal, state and local laws and regulations covering the
discharge of materials into the environment, or otherwise relating to the
protection of the environment, affect the Company's operations and costs. Under
such laws and regulations, a current or previous owner or operator of real
property may be liable for the cost of removal of hazardous materials from such
property or the remediation of contaminated properties, often without regard to
whether the owner or operator knew of, or was responsible for, the presence of
such hazardous materials. Because many of the Company's properties are in urban
and industrial areas and have been leased to commercial or industrial tenants
who may have discharged hazardous materials, the Company incurs ongoing
environmental remediation costs and is subject from time to time to
environmental actions by governmental entities and private parties. In addition,
environmental conditions can increase the cost of planning, designing,
developing, managing and maintaining the Company's properties and may impede or
delay the Company's ability to develop, finance, refinance or sell affected
property. While the Company or outside consultants have evaluated the
environmental liabilities associated with most of the Company's properties, any
evaluation necessarily is based upon then prevailing law and identified site
conditions. It is possible that significant unknown costs and liabilities may
arise in the future relating to these properties and that certain development
projects may be significantly delayed, modified or cancelled as a result of
associated remediation costs. It is also possible that properties presently or
formerly owned by the Company or its corporate predecessors may require
remediation.
Costs of environmental remediation incurred in connection with operating
properties and properties previously sold are expensed. At March 31, 1996,
management has provided a reserve of $13.9 million for such costs. These costs
are expected to be incurred over an estimated ten-year period, with a
substantial portion to be incurred over the next five years. Costs of
environmental remediation incurred for properties to be sold are deferred and
will be charged to cost of sales when the properties are sold. Costs relating to
undeveloped properties are capitalized as part of development costs. At March
31, 1996, the Company's estimate of its potential liability for identified
environmental costs relating to properties to be developed or sold ranged from
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<PAGE> 7
$18 million to $62 million. These costs are expected to be capitalized as they
are incurred over an estimated twenty-year period.
Environmental issues concerning the Company's properties are diverse, as a
result of its extensive holdings. Generally, contamination arises from uses of
the properties by prior owners and tenants, including industrial and railroad
uses. The issues include problems caused by historical use of by-products,
historical application of pesticides on agricultural properties,
asbestos-containing materials in older buildings, historic landfill activities,
and groundwater contamination.
The most significant legal proceeding against the Company involving
environmental claims resulted in a settlement calling for payment by the Company
of $3.25 million, which is to be paid over time. In addition, the Company has
incurred in excess of $2 million in litigation expenses. As of March 31, 1996,
the Company has received payments from insurers totaling approximately $2.6
million relating to this matter.
In addition to the environmental issues discussed above, risks associated
with development activities in California include environmental conditions such
as earthquakes, fire and drought.
UNINSURED LOSSES
General. The Company carries commercial general liability, all risk
(including earthquake and flood coverage and rental loss coverages) insurance
with customary policy specifications, limits and deductibles. There are,
however, certain types of extraordinary losses which may be either uninsurable,
or not economically insurable. Should an uninsured loss occur, the Company could
lose its investment in, and anticipated profits and cash flows from, a property.
The Company's primary and excess general liability policies provide coverage of
$101,000,000 per occurrence and an annual aggregate of $105,000,000. The
all-risk policy provides coverage of $100,000,000 per occurrence with no annual
aggregate, except that there is a $50,000,000 per occurrence and annual
aggregate limit for earthquake and flood damage to buildings in California. The
Company's management believes that its properties are adequately covered by
insurance.
Losses from Seismic Activity. Certain of the properties owned by the
Company are located in areas that are subject to earthquake activity. No
assurance can be given that an earthquake would not render significant damage to
the properties owned by the Company, including those that have been constructed
in compliance with more recent building codes, or are in areas of lower seismic
risk. As indicated above, the Company carries earthquake insurance covering its
properties.
AMERICANS WITH DISABILITIES ACT COMPLIANCE
Under the ADA, all public accommodations and commercial facilities are
required to meet certain federal requirements related to access and use by
disabled persons. These requirements became effective in 1992. Although the
Company believes that its properties are substantially in compliance with these
requirements, the Company may incur additional costs to comply with the ADA. The
ultimate amount of these compliance costs is not currently ascertainable, but
the Company believes that such costs will not have a material adverse effect on
the Company.
CONTROL BY SIGNIFICANT STOCKHOLDER
California Public Employees' Retirement System ("CalPERS") owns 41% of the
outstanding shares of the Common Stock and 40.7% of the outstanding shares of
the Company's Series A Cumulative Convertible Preferred Stock (the "Series A
Preferred Stock"). The Series A Preferred Stock is convertible into shares of
the Common Stock at any time at a conversion price of $9.06 per share. CalPERS
has the ability to exercise significant influence over the affairs of the
Company which may be inconsistent with the interests of other stockholders.
SHARES AVAILABLE FOR FUTURE SALE
No prediction can be made as to the effect, if any, that future sales of
shares, or the availability of shares for future sale, will have on the
prevailing market price of the Common Stock from time to time. Sales of
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<PAGE> 8
substantial amounts of the Common Stock (including shares issued upon the
exercise of stock options), or the perception that such sales could occur, could
adversely affect prevailing market prices for the Common Stock.
EFFECT OF REGISTRATION RIGHTS AGREEMENT
Pursuant to a Registration Rights Agreement between the Company and a prior
holder of the shares of the Common Stock and the Series A Preferred Stock now
held by CalPERS, CalPERS may require the Company to register the resale of such
shares, assuming certain requirements are satisfied. As described above, sales
of substantial amounts of securities, or the perception that such sales could
occur, might adversely affect prevailing market prices for such securities.
Accordingly, the ability of CalPERS to sell its shares of the Common Stock and
the Series A Preferred Stock upon exercise of its registration rights could have
an adverse effect on the market for the Common Stock. The Registration Rights
Agreement requires the Company to register all shares currently held by CalPERS.
As of May 31, 1996, CalPERS held 1,405,702 shares of the Series A Preferred
Stock (which are convertible at any time into 7,757,737 shares of the Common
Stock) and 29,999,605 shares of the Common Stock.
JOINT VENTURE RISKS
As of December 31, 1995, the Company had equity interests ranging from 25%
to 72% in a number of joint ventures. A joint venture may involve special risks
associated with the possibility that (i) the venture partner at any time may
have economic or business interests or goals that are inconsistent with those of
the Company, (ii) the venture partner may take actions contrary to the
instructions or requests of the Company or contrary to the Company's policies or
objectives with respect to its real estate investments or (iii) the Company's
venture partner(s) could experience financial difficulties.
Actions by the Company's venture partners may have the result of subjecting
property owned by the joint venture to liabilities in excess of those
contemplated by the terms of the joint venture agreement or have other adverse
consequences. In its role as a general partner of certain joint ventures, the
Company may be jointly and severally liable for the debts and liabilities of the
joint ventures.
CERTAIN ANTI-TAKEOVER PROVISIONS
Provisions of employment agreements and stock option awards with certain
executive officers of the Company may have the effect of discouraging a third
party from making an acquisition proposal for the Company and may thereby
inhibit a change in control of the Company under circumstances that could give
the holders of the Common Stock the opportunity to realize a premium over the
then-prevailing market prices.
LITIGATION
The Company, its subsidiaries and other related companies are named
defendants in several lawsuits arising from normal business activities. Certain
of these matters may involve substantial claims for damages. While the Company
cannot predict with certainty the final outcome of these proceedings, management
does not expect any of these matters to have a material adverse effect on the
business, financial condition, results of operations or liquidity of the
Company.
The Company is a party to two consolidated cases in which both the Company
and the opposing litigants claim title to a 550-foot by 75-foot strip of
property located in San Diego. The opposing litigants also seek damages for
alleged fraud, interference with prospective economic advantage and inverse
condemnation. The California Court of Appeal reversed the original trial court
ruling that the Company and some of the opposing litigants each own an undivided
one-half fee interest in the property, ruling in favor of the Company on all
issues. In July 1996, the California Supreme Court vacated this ruling and
remanded the case to the Court of Appeal for reconsideration in light of a
recent unrelated case decided by the California Supreme Court. Although an
adverse ruling by the Court of Appeal could result in an impediment to
development of property known as the Santa Fe Depot, the Company's management
does not believe it would materially affect the development of this property.
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THE COMPANY
The Company is a full-service real estate company that develops and manages
industrial, retail and office properties as well as residential developments for
its own account and others. As of December 31, 1995, the Company owned 855,170
acres of land, 14.1 million square feet of income-producing property, 5,400
acres of land leases and interests in a number of joint ventures. Approximately
80% of the Company's assets are located in California, with the balance mainly
concentrated in Dallas, metropolitan Chicago and Phoenix.
The Company's principal office is located at 201 Mission Street, San
Francisco, California 94105, and its telephone number is (415) 974-4500.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered by the Selling Stockholders. See "SELLING STOCKHOLDERS" below.
SELLING STOCKHOLDERS
The Shares are being offered for the account of (i) Bruce K. Akins, Trustee
of The Akins Family Revocable Trust U.D.T. dated June 29, 1983, as amended (the
"Bruce K. Akins Trust"), (ii) Carl S. Akins, Trustee of The Carl S. Akins Family
Revocable Trust U.D.T. dated April 25, 1988 (the "Carl S. Akins Trust") and
(iii) Bruce T. Lehman. The Shares were issued pursuant to the Merger Agreement
dated as of March 15, 1996 (the "Merger Agreement") by and between Akins Real
Estate Group, Inc., a California corporation ("Akins"), Bruce K. Akins,
individually and as Trustee of the Bruce K. Akins Trust, Carl S. Akins,
individually and as Trustee of the Carl S. Akins Trust, Bruce T. Lehman, the
Company and C/A Acquisition Subsidiary, Inc., a California corporation and
wholly-owned subsidiary of the Company ("Acquisition Subsidiary"). Pursuant to
the Merger Agreement, all of the outstanding shares of common stock, no par
value per share, of Akins were converted into the right to receive shares of the
Common Stock. The Company is obligated under the Merger Agreement to register
the resale of the Shares.
Under the terms of the Merger Agreement, Acquisition Subsidiary was merged
with and into Akins. Akins continued as the surviving corporation under the name
Catellus Residential Group, Inc. ("CRG") and is a wholly-owned subsidiary of the
Company. Carl S. Akins currently serves as Chairman of CRG, Bruce K. Akins
currently serves as President of CRG and Bruce T. Lehman currently serves as
Executive Vice President of CRG. None of the Selling Stockholders has any other
position, office or material relationship with the Company.
The following table sets forth the name of each Individual Selling
Stockholder and (i) the number of Shares that each Individual Selling
Stockholder beneficially owned prior to the offering hereunder, (ii) the number
of Shares that may be offered by each Individual Selling Stockholder for sale
hereunder, and (iii) the number of Shares to be beneficially owned by each
Individual Selling Stockholder after completion of the offering hereunder. No
Selling Stockholder currently owns, and no Selling Stockholder after completion
of the offering hereunder will own, more than one percent of the outstanding
Common Stock.
<TABLE>
<CAPTION>
BRUCE K. AKINS, CARL S. AKINS,
TRUSTEE OF THE TRUSTEE OF THE
BRUCE K. AKINS CARL S. AKINS BRUCE T.
TRUST TRUST LEHMAN
--------------- -------------- --------
<S> <C> <C> <C>
Shares of Common Stock Beneficially Owned Prior to
Offering 661,082 661,082 206,257
Shares of Common Stock to be Offered Hereunder 661,082 661,082 206,257
Shares of Common Stock Beneficially Owned After Offering (1) (1) (1)
</TABLE>
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(1) If the Individual Selling Stockholders sell all of the Shares, Bruce K.
Akins, Carl S. Akins and Bruce T. Lehman will continue to hold nonqualified
stock options to acquire 100,000, 100,000 and 80,000 shares of the Common
Stock, respectively.
The Individual Selling Stockholders have informed the Company that they may
pledge all or a portion of the Shares to one or more lenders, including
broker-dealers, as security for loans that may be made to them by
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<PAGE> 10
such lender or lenders. In the event that a lender forecloses on any of such
Shares, they may be offered for sale pursuant to the offering hereunder for the
lender's own account.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders. The
Selling Stockholders have informed the Company that Shares may be sold in one or
more transactions on the New York Stock Exchange, the Pacific Stock Exchange or
the Chicago Stock Exchange, in negotiated transactions, or a combination of such
methods of sale, or otherwise, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices
including (i) through ordinary brokerage transactions in which the broker
solicits purchases, (ii) sales to one or more brokers or dealers as principal,
and the resale by such brokers or dealers for their account pursuant to this
Prospectus, including resales to other brokers and dealers, (iii) block trades
in which the broker or dealer so engaged will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal in order
to facilitate the transaction, (iv) negotiated transactions with purchasers with
or without a broker or dealer or (v) sales pursuant to Rule 144 promulgated
under the Securities Act. On July 31, 1996, the closing price of the Common
Stock on the New York Stock Exchange was $8.75 per share.
The Selling Stockholders may effect such transactions by selling the Shares
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Stockholders or commissions from purchasers of Shares for whom they may act as
agent. The Selling Stockholders and any broker or dealer participating in the
distribution of the Shares might be deemed to be "underwriters" within the
meaning of the Securities Act, and any discounts, commissions or concessions
received by any such broker, dealer or agent and any gain realized by such
broker or dealer on the sale of Shares may be deemed to be "underwriting
compensation" under the Securities Act. Any such commissions, discounts or
concessions will be paid or borne by the Selling Stockholders and not the
Company.
Upon being notified by a Selling Stockholder that any material arrangement
has been entered into with a broker-dealer for the purchase by a broker or
dealer of the Shares, a prospectus supplement will be filed pursuant to Rule
424(c) of the Securities Act, disclosing (i) the name of such Selling
Stockholder and of the participating broker-dealer(s), (ii) the number of Shares
involved, (iii) the price at which such Shares were sold, and (iv) the
commissions paid or discounts or concessions allowed to such broker-dealer(s),
where applicable.
EXPERTS
The financial statements as of December 31, 1995 and 1994 and for each of
the three years in the period ended December 31, 1995 incorporated by reference
into this Prospectus have been so incorporated by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 1995, as amended by
Amendment No. 1 thereto on Form 10-K/A, in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting. The current value concurrence letter dated
March 12, 1996 prepared by Landauer Associates, Inc., incorporated by reference
into this Prospectus has been so incorporated by reference from the Company's
Annual Report on Form 10-K for the year ended December 31, 1995 in reliance upon
the authority of Landauer Associates, Inc. as experts with respect to the
appraisal of real estate.
LEGAL MATTERS
The validity of the Shares is being passed upon for the Company by
O'Melveny & Myers.
9
<PAGE> 11
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the actual and estimated expenses incurred in connection
with the registration and sale of the Shares. The Company will pay all of these
expenses except the legal fees of counsel to the Selling Stockholders.
<TABLE>
<CAPTION>
ITEM AMOUNT
----------------------------------------------------------------- ----------
<S> <C>
SEC Registration Fees............................................ $ 4,677.50
Listing Fees:
New York Stock Exchange........................................ 7,000.00
Chicago Stock Exchange......................................... 7,500.00
Pacific Stock Exchange......................................... 5,000.00
Legal Fees and Expenses.......................................... 30,000.00
Accountants' Fees and Expenses................................... 10,000.00
Miscellaneous.................................................... 2,822.50
----------
Total.................................................. $67,000.00
==========
</TABLE>
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
<C> <S>
4.1 Form of Stock Certificate representing the Common Stock of Catellus Development
Corporation(1)
5.1 Opinion of O'Melveny & Myers(2)
23.1 Consent of O'Melveny & Myers (included in Exhibit 5.1)(2)
23.2 Consent of Price Waterhouse LLP(2)
23.3 Consent of Landauer Associates, Inc.(2)
23.4 Consent of Price Waterhouse LLP
24.1 Powers of Attorney(2)
24.2 Powers of Attorney
</TABLE>
- ---------------
(1) Incorporated by reference to Exhibit of the same number of the Registration
Statement on Form 10 (Commission File No. 0-18694) as filed with the
Securities and Exchange Commission on July 18, 1990.
(2) Previously filed as an Exhibit to this Registration Statement.
ITEM 17. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any
10
<PAGE> 12
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs A.(1)(i) and A.(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
11
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement No. 333-03019 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on this 1st day of August, 1996.
CATELLUS DEVELOPMENT CORPORATION
(Registrant)
/s/ NELSON C. RISING
--------------------------------------
Name: Nelson C. Rising
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement No. 333-03019 has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ---------------
<C> <S> <C>
Principal Executive Officer:
/s/ NELSON C. RISING President and Chief August 1, 1996
- --------------------------------------------- Executive Officer,
Nelson C. Rising Director
Principal Financial Officer:
/s/ STEPHEN P. WALLACE Chief Financial Officer August 1, 1996
- ---------------------------------------------
Stephen P. Wallace
Principal Accounting Officer:
/s/ PAUL A. LOCKIE Controller August 1, 1996
- ---------------------------------------------
Paul A. Lockie
* Director
- ---------------------------------------------
Joseph F. Alibrandi
* Director
- ---------------------------------------------
Daryl J. Carter
* Director
- ---------------------------------------------
Christine Garvey
* Chairman and Director
- ---------------------------------------------
Joseph R. Seiger
* Director
- ---------------------------------------------
Jacqueline R. Slater
</TABLE>
S-1
<PAGE> 14
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ---------------
<C> <S> <C>
* Director
- ---------------------------------------------
Thomas M. Steinberg
* Director
- ---------------------------------------------
Tom C. Stickel
* Director
- ---------------------------------------------
Beverly Benedict Thomas
*By: /s/ PAUL A. LOCKIE August 1, 1996
- ---------------------------------------------
Attorney-in-Fact
</TABLE>
S-2
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 12, 1996 appearing on page F-2 of Catellus Development Corporation's
Annual Reports on Form 10-K and Form 10-K/A (filed on August 2, 1996) for the
year ended December 31, 1995. We also consent to the incorporation by reference
of our reports on the Financial Statement Schedules, which appears on page S-1
of such Annual Reports on Form 10-K and Form 10-K/A. We also consent to the
reference to us under the heading "EXPERTS" in such Prospectus.
Price Waterhouse LLP
San Francisco, California
August 2, 1996
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace and
Paul A. Lockie, or any of them, with full power of substitution, to sign on his
or her behalf, in the capacity stated below, any and all amendments (including
pre-effective and post-effective amendments) to that certain Registration
Statement on Form S-3 No. 333-03019 (the "Registration Statement") of Catellus
Development Corporation (the "Company") relating to the registration of the
Company's common stock, par value $0.01 per share, to be issued in connection
with the acquisition of the Akins Real Estate Group and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: June 17, 1996
/s/ JOSEPH F. ALIBRANDI
--------------------------------------
Joseph F. Alibrandi
Director
<PAGE> 2
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace and
Paul A. Lockie, or any of them, with full power of substitution, to sign on his
or her behalf, in the capacity stated below, any and all amendments (including
pre-effective and post-effective amendments) to that certain Registration
Statement on Form S-3 No. 333-03019 (the "Registration Statement") of Catellus
Development Corporation (the "Company") relating to the registration of the
Company's common stock, par value $0.01 per share, to be issued in connection
with the acquisition of the Akins Real Estate Group and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: June 17, 1996
/s/ DARYL J. CARTER
-----------------------------
Daryl J. Carter
Director
<PAGE> 3
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace and
Paul A. Lockie, or any of them, with full power of substitution, to sign on his
or her behalf, in the capacity stated below, any and all amendments (including
pre-effective and post-effective amendments) to that certain Registration
Statement on Form S-3 No. 333-03019 (the "Registration Statement") of Catellus
Development Corporation (the "Company") relating to the registration of the
Company's common stock, par value $0.01 per share, to be issued in connection
with the acquisition of the Akins Real Estate Group and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: June 18, 1996
/s/ CHRISTINE GARVEY
-----------------------------------
Christine Garvey
Director
<PAGE> 4
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace and
Paul A. Lockie, or any of them, with full power of substitution, to sign on his
or her behalf, in the capacity stated below, any and all amendments (including
pre-effective and post-effective amendments) to that certain Registration
Statement on Form S-3 No. 333-03019 (the "Registration Statement") of Catellus
Development Corporation (the "Company") relating to the registration of the
Company's common stock, par value $0.01 per share, to be issued in connection
with the acquisition of the Akins Real Estate Group and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: June 20, 1996
/s/ JOSEPH R. SEIGER
----------------------------------
Joseph R. Seiger
Director
<PAGE> 5
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace and
Paul A. Lockie, or any of them, with full power of substitution, to sign on his
or her behalf, in the capacity stated below, any and all amendments (including
pre-effective and post-effective amendments) to that certain Registration
Statement on Form S-3 No. 333-03019 (the "Registration Statement") of Catellus
Development Corporation (the "Company") relating to the registration of the
Company's common stock, par value $0.01 per share, to be issued in connection
with the acquisition of the Akins Real Estate Group and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
DDated: June 17, 1996
/s/ JACQUELINE R. SLATER
-----------------------------------
Jacqueline R. Slater
Director
<PAGE> 6
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace and
Paul A. Lockie, or any of them, with full power of substitution, to sign on his
or her behalf, in the capacity stated below, any and all amendments (including
pre-effective and post-effective amendments) to that certain Registration
Statement on Form S-3 No. 333-03019 (the "Registration Statement") of Catellus
Development Corporation (the "Company") relating to the registration of the
Company's common stock, par value $0.01 per share, to be issued in connection
with the acquisition of the Akins Real Estate Group and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: June 18, 1996 /s/ THOMAS M. STEINBERG
-----------------------------------
Thomas M. Steinberg
Director
<PAGE> 7
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace and
Paul A. Lockie, or any of them, with full power of substitution, to sign on his
or her behalf, in the capacity stated below, any and all amendments (including
pre-effective and post-effective amendments) to that certain Registration
Statement on Form S-3 No. 333-03019 (the "Registration Statement") of Catellus
Development Corporation (the "Company") relating to the registration of the
Company's common stock, par value $0.01 per share, to be issued in connection
with the acquisition of the Akins Real Estate Group and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: June 17, 1996
/s/ TOM C. STICKEL
----------------------------------
Tom C. Stickel
Director
<PAGE> 8
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P. Wallace and
Paul A. Lockie, or any of them, with full power of substitution, to sign on his
or her behalf, in the capacity stated below, any and all amendments (including
pre-effective and post-effective amendments) to that certain Registration
Statement on Form S-3 No. 333-03019 (the "Registration Statement") of Catellus
Development Corporation (the "Company") relating to the registration of the
Company's common stock, par value $0.01 per share, to be issued in connection
with the acquisition of the Akins Real Estate Group and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: June 17, 1996
/s/ BEVERLY BENEDICT THOMAS
-----------------------------------
Beverly Benedict Thomas
Director
