<PAGE> 1
As filed with the Securities and Exchange Commission on April 30, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
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)
-------------------------------
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
(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.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / x /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
TITLE OF EACH CLASS AMOUNT PROPOSED PROPOSED AMOUNT OF
OF SECURITIES TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER UNIT OFFERING PRICE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,528,421 $8.875 (1) $13,564,736.38 (1) $4,677.50
$0.01 Par Value
===========================================================================================================================
</TABLE>
(1) For purposes of calculating the registration fee under Rule 457(c),
the proposed maximum offering price per share and the proposed
maximum aggregate offering price are based upon the average of the
high ($9.00) and low ($8.75) prices reported by the New York Stock
Exchange on April 25, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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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 U.D.T., Carl S. Akins,
Trustee of the Carl S. Akins Family Revocable Trust U.D.T. and Bruce T. Lehman
(collectively, the "Selling Stockholders") by 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
April 29, 1996, the closing price of the Common Stock as reported by the New
York Stock Exchange was $8.875 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 April __, 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-________) (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.
2. 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.
<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 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.
The Company had operating income of $66.6 million for the fiscal
year ended December 31, 1995 and operating income of $59.3 million for the
fiscal year ended December 31, 1994. The Company had a net loss before preferred
stock dividends of $33 million for the fiscal year ended December 31, 1995 and a
net loss before preferred stock dividends of $2.4 million for the fiscal year
ended December 31, 1994. During 1995, the Company took a non-cash, pretax charge
of $102.4 million to adjust the carrying value of certain property, 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.
GENERAL REAL ESTATE INVESTMENT RISKS
GENERAL
Income from the Company's real estate activities may be
adversely affected by the general economic climate, local economic conditions in
which such activities are located, such as oversupply of space or 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. In addition, real estate investments are relatively
illiquid and, therefore, will tend to limit the ability of the Company to vary
its activities promptly in response to changes in economic or other conditions.
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.
In addition to the economy, risks associated with development
activities in California include environmental conditions such as earthquakes,
fire and drought.
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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.
CAPITAL AND OPERATING ENVIRONMENT
Development Activities. The Company's real estate development
activities require a significant investment of capital. The Company must obtain
funds for its capital expenditures and operating activities through property
sales and financings. Although management believes that the diversity of its
portfolio gives it sufficient flexibility to meet its planned sales objectives,
there can be no assurance that property sales can be effected in accordance with
the Company's plan as it exists from time to time or that its price objectives
can be met if a more aggressive sales program is implemented. For these reasons,
the Company may have to defer or otherwise limit certain development activities.
Credit Markets. 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. Financial institutions in the past have imposed stringent
underwriting criteria, including loan-to-value and high debt service coverage
requirements. Many financial institutions have reduced their exposure to the
real estate industry. There can be no assurance that the Company will continue
to be able to refinance its maturing loans or to borrow the funds necessary to
finance its business on acceptable terms.
REQUIRED REGULATORY APPROVALS FOR DEVELOPMENT PROJECTS
Before the Company can develop property, it must obtain a
variety of approvals (entitlements) from local and state governments with
respect to such matters as zoning, subdivision, architectural design and
environmental issues. Because of the discretionary nature of these approvals and
concerns which may be raised by various government officials and public interest
groups during both the approval and development process, the
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<PAGE> 6
Company's ability to develop properties and realize income from its projects
could be delayed, reduced or prevented.
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.
DEVELOPMENT ACTIVITIES
The Company intends to pursue commercial/industrial property
development projects as well as residential development. The Company's
development activities will entail certain risks, including the expenditure of
funds on and devotion of management's time to projects which may not come to
fruition; the risk that construction costs of a project may exceed original
estimates, possibly making the project uneconomic; the risk that occupancy rates
and rents at a completed project will be less than anticipated; and the risk
that expenses at a completed development will be higher than anticipated.
GENERAL UNINSURED LOSSES
The Company carries commercial general liability, all risk
(including earthquake and flood coverage) and rental loss 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.
UNINSURED 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 requirement, the Company may incur additional costs to
comply with the ADA. The ultimate amount of these compliance costs is
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<PAGE> 7
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 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
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.
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.
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<PAGE> 8
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 Selling
Stockholder and (i) the number of Shares that each Selling Stockholder
beneficially owned prior to the offering hereunder, (ii) the number of Shares
that may be offered by each Selling Stockholder for sale hereunder, and (iii)
the number of Shares to be beneficially owned by each 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.
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<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 661,082 661,082 206,257
Owned Prior to Offering
Shares of Common
Stock to be Offered 661,082 661,082 206,257
Hereunder
Shares of Common
Stock Beneficially (1) (1) (1)
Owned After Offering
</TABLE>
- ----------------------
(1) If the 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.
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 April 29, 1996, the closing price of
the Common Stock on the New York Stock Exchange was $8.875 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.
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<PAGE> 10
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 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.
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<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.......................................................................... 20,000.00
Accountants' Fees and Expenses................................................................... 3,000.00
Miscellaneous.................................................................................... 2,822.50
Total.................................................................................. $50,000.00
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides in
general that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any suit or proceeding because such
person is or was a director, officer, employee or agent of the corporation or
was serving, at the request of the corporation, as a director, officer, employee
or agent of another corporation, against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Similar indemnity, but only for expenses (including
attorneys' fees) actually and reasonably incurred, may be provided in connection
with an action or suit by or in the right of a corporation, provided that such
person acted in good faith and in a manner such person believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification may be made in respect of any claim as to which such person has
been adjudged to be liable to the corporation unless and only to the extent that
a court shall have determined, upon application, that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides
generally that a corporation may include a provision in its certificate of
incorporation which eliminates or limits the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company has included provisions of the foregoing type in Article 5 of its
Certificate of Incorporation.
The Company maintains directors and officers liability insurance
coverage for its directors and officers providing coverage for damages,
judgments, settlements, defense costs, charges and expenses incurred by reason
10
<PAGE> 12
of any actual or alleged breach of duty, error, misstatement, misleading
statement or omission done or made in their capacities as directors and/or
officers of the Company.
Item 16. Exhibits.
The following exhibits are filed as part of this
Registration Statement:
Exhibit
No. Description
4.1 Form of Stock Certificate representing the Common Stock of
Catellus Development Corporation(1)
5.1 Opinion of O'Melveny & Myers
23.1 Consent of O'Melveny & Myers (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Landauer Associates, Inc.
24.1 Powers of Attorney
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;
(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.
- --------
(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.
11
<PAGE> 13
(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.
12
<PAGE> 14
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on this 29th day
of April, 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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ Nelson C. Rising April 29, 1996
- -------------------------
Nelson C. Rising President and Chief Executive Officer,
Director
Principal Financial Officer:
/s/ Stephen P. Wallace April 29, 1996
- -------------------------
Stephen P. Wallace Chief Financial Officer
Principal Accounting Officer:
/s/ Paul A. Lockie April 29, 1996
- -------------------------
Paul A. Lockie Controller
</TABLE>
S-1
<PAGE> 15
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
*
- ----------------------------- April 29, 1996
Joseph F. Alibrandi Director
*
- ----------------------------- April 29, 1996
Daryl J. Carter Director
*
- ----------------------------- April 29, 1996
Christine Garvey Director
*
- ----------------------------- April 29, 1996
Joseph R. Seiger Chairman and Director
*
- ----------------------------- April 29, 1996
Jacqueline R. Slater Director
*
- ----------------------------- April 29, 1996
Thomas M. Steinberg Director
*
- ----------------------------- April 29, 1996
Tom C. Stickel Director
*
- ----------------------------- April 29, 1996
Beverly Benedict Thomas Director
*By:/s/ Maureen Sullivan
------------------------- April 29, 1996
Attorney-in-Fact
</TABLE>
S-2
<PAGE> 16
EXHBIT INDEX
Exhibit
No. Description
4.1 Form of Stock Certificate representing the Common Stock of
Catellus Development Corporation(1)
5.1 Opinion of O'Melveny & Myers
23.1 Consent of O'Melveny & Myers (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Landauer Associates, Inc.
24.1 Powers of Attorney
<PAGE> 1
EXHIBIT 5.1
April
30th
1 9 9 6
143,379-12
Catellus Development Corporation
201 Mission Street
San Francisco, CA 94105
Ladies and Gentlemen:
We have acted as counsel to Catellus Development Corporation, a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act"), by the Company of
an aggregate of 1,528,421 shares of the Company's Common Stock, $0.01 par value
(the "Shares").
In our capacity as such counsel, we have examined originals or copies
of those corporate and other records and documents we considered appropriate. We
also have examined the registration statement on Form S-3 filed by the Company
with the Securities and Exchange Commission (the "Commission") for purposes of
registering the Shares under the Securities Act (the "Registration Statement").
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity with originals of
all documents submitted to us as copies and the authenticity of the originals of
such copies. As to relevant factual matters, we have relied upon, among other
things, oral or written statements and representations of officers and other
representatives of the Company and others.
The law covered by this opinion is limited to the present federal law
of the United States and the present Delaware General Corporation Law. We
express no opinion as to the laws of any other jurisdiction and no opinion
regarding the statutes, administrative decisions, rules, regulations or
requirements of any county, municipality, subdivision or local authority of
any jurisdiction.
On the basis of such examination, our reliance upon the assumptions in
this opinion and our consideration of those questions of law we considered
relevant, and subject to the limitations and qualifications in this opinion, we
are of the opinion that the Shares have been duly authorized by all necessary
corporate action on the part of the Company and are legally issued, fully paid
and non-assessable.
<PAGE> 2
Page 2 - Catellus Development Corporation - April 30, 1996
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement and to the reference to our firm under
the heading "Legal Matters" in the Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers
<PAGE> 1
EXHIBIT 23.2
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 Report on Form 10-K for the year ended December 31, 1995.
We also consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on page S-1 of such Annual Report
on Form 10-K. We also consent to the reference to us under the heading
"EXPERTS" in such Prospectus.
Price Waterhouse LLP
San Francisco, California
April 29, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT REAL ESTATE APPRAISERS
We hereby consent to the incorporation by reference in this Form S-3 of
our report, dated March 12, 1996, appearing as Exhibit 99.1 of the Annual Report
on Form 10-K for the year ended December 31, 1995 of Catellus Development
Corporation.
LANDAUER ASSOCIATES, INC.
Real Estate Counselors
/s/ James C. Kafes, MAI, CRE /s/ John F. Brengelman
Managing Director Senior Vice President
New York, NY
April 24, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P.
Wallace and Maureen Sullivan, or any of them, with full power of substitution,
to sign on his or her behalf, in the capacity stated below, the Registration
Statement on Form S-3 (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 Registration
Statement, together with exhibits thereto, and any post-effective amendment to
the Registration Statement and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 20, 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 Maureen Sullivan, or any of them, with full power of substitution,
to sign on his or her behalf, in the capacity stated below, the Registration
Statement on Form S-3 (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 Registration
Statement, together with exhibits thereto, and any post-effective amendment to
the Registration Statement and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 20, 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 Maureen Sullivan, or any of them, with full power of substitution,
to sign on his or her behalf, in the capacity stated below, the Registration
Statement on Form S-3 (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 Registration
Statement, together with exhibits thereto, and any post-effective amendment to
the Registration Statement and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 20, 1996 /s/ Christine Garvey
--------------------
Christine Garvey
Director
<PAGE> 4
POWER OF ATTORNEY
The undersigned hereby authorizes Nelson C. Rising, Stephen P.
Wallace and Maureen Sullivan, or any of them, with full power of substitution,
to sign on his or her behalf, in the capacity stated below, the Registration
Statement on Form S-3 (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 Registration
Statement, together with exhibits thereto, and any post-effective amendment to
the Registration Statement and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 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 Maureen Sullivan, or any of them, with full power of substitution,
to sign on his or her behalf, in the capacity stated below, the Registration
Statement on Form S-3 (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 Registration
Statement, together with exhibits thereto, and any post-effective amendment to
the Registration Statement and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 20, 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 Maureen Sullivan, or any of them, with full power of substitution,
to sign on his or her behalf, in the capacity stated below, the Registration
Statement on Form S-3 (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 Registration
Statement, together with exhibits thereto, and any post-effective amendment to
the Registration Statement and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 20, 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 Maureen Sullivan, or any of them, with full power of substitution,
to sign on his or her behalf, in the capacity stated below, the Registration
Statement on Form S-3 (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 Registration
Statement, together with exhibits thereto, and any post-effective amendment to
the Registration Statement and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 20, 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 Maureen Sullivan, or any of them, with full power of substitution,
to sign on his or her behalf, in the capacity stated below, the Registration
Statement on Form S-3 (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 Registration
Statement, together with exhibits thereto, and any post-effective amendment to
the Registration Statement and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 20, 1996 /s/ Beverly Benedict Thomas
---------------------------
Beverly Benedict Thomas
Director
