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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 9
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CATELLUS DEVELOPMENT CORPORATION
--------------------------------
(Name of Subject Company)
Common Shares, $0.01 par value
------------------------------
(Title of Class of Securities)
149-111-106
--------------
(CUSIP Number)
Sheryl Pressler
Chief Investment Officer
California Public Employees'
Retirement System
Lincoln Plaza, 400 "P" Street
Sacramento, California 95814
Tel. No. (916) 326-3828
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(Name, Address and Telephone Number of
Persons Authorized to Receive
Notices and Communications)
October 8, 1997
-----------------------------
(Date of Event Which Requires
Filing of this Statement)
Page 1 of 7 Pages
The Index to Exhibits is on Page 6
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This Amendment No. 9 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") filed by California Public Employees' Retirement System
("CalPERS"), a governmental employee pension fund, which is a unit of the State
and Consumer Services Agency of the State of California, with respect to the
common stock, par value $0.01 per share (the "Common Stock"), of Catellus
Development Corporation, a Delaware corporation (the "Issuer"). Capitalized
terms used but not defined in this Amendment No. 9 have the meanings given to
such terms in the Schedule 13D.
Item 4. Purpose of the Transaction.
Item 4 is amended by adding to the end thereof the following
information:
CalPERS currently holds 37,757,250 shares of the Issuer's Common Stock.
By letter dated October 8, 1997 (the "Registration Request") CalPERS requested,
pursuant to Section 3 of the Registration Rights Agreement between CalPERS and
the Issuer, that the Issuer file a registration statement under the Securities
Act of 1933, as amended, covering the registration of 18,975,000 of such shares
(including up to 2,475,000 shares to cover overallotments) which CalPERS intends
to distribute by means of an underwritten public offering. If all of the shares
to be registered are sold, immediately after the public offering CalPERS would
continue to own 18,782,250 shares of Common Stock, or approximately 17.6% of the
outstanding Common Stock. The description of the Registration Request is
qualified in its entirety by reference to the text of such document, which is
filed as Exhibit 15 hereto and incorporated herein by this reference.
The proposed sale of a portion of its Common Stock is intended to
further the ongoing diversification of CalPERS' $6.4 billion real estate
portfolio while permitting it to continue to invest in the Issuer. CalPERS will
continue to hold its remaining shares of Common Stock as an investment; this
investment represents a significant component of CalPERS' strategic commitment
to real estate investment in California. CalPERS may from time to time seek to
increase, reduce or dispose of its investment in the Common Stock in the open
market, in privately negotiated transactions or otherwise. The determination to
effect any such transaction will depend upon, among other things, the market
price of the Common Stock, availability of funds, borrowing costs, market
conditions, developments affecting the Company and CalPERS, other opportunities
available to CalPERS, the remaining composition of CalPERS' real estate
portfolio, and other considerations. CalPERS intends to continue to review and
evaluate its investment in the Common Stock and to take such action with respect
to its investment as it considers desirable in light of circumstances from time
to time prevailing.
Page 2 of 7 Pages
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Offers of the shares of Common Stock covered by the proposed
registration statement will be made only by means of a prospectus. The
securities covered by the proposed registration statement may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This Schedule 13D shall not constitute an offer to sell or
the solicitation of any offer to buy nor shall there be any sale of the shares
of Common Stock in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.
Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding to the end thereof the following
information:
On October 8, 1997 CalPERS delivered the Registration Request and
thereby requested, pursuant to Section 3 of the Registration Rights Agreement
between CalPERS and the Issuer, that the Issuer file a registration statement
under the Securities Act of 1933, as amended, covering the registration of
18,975,000 shares of the Issuer's Common Stock (including up to 2,475,000 shares
to cover overallotments) which CalPERS intends to distribute by means of an
underwritten public offering. If all of the shares to be registered are sold,
immediately after the public offering CalPERS would continue to own 18,782,250
shares of Common Stock, or approximately 17.6% of the outstanding Common Stock.
The description of the Registration Request is qualified in its entirety by
reference to the text of such document, which is filed as Exhibit 15 hereto and
incorporated herein by this reference.
Offers of the shares of Common Stock covered by the proposed
registration statement will be made only by means of a prospectus. The
securities covered by the proposed registration statement may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This Schedule 13D shall not constitute an offer to sell or
the solicitation of any offer to buy nor shall there be any sale of the shares
of Common Stock in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.
Item 6. Contracts, Arrangements, Understandings Where Relationship With
Respect to Securities of the Issuer.
Item 6 is amended by adding to the end thereof the following
information:
On October 8, 1997 CalPERS delivered the Registration Request and
thereby requested, pursuant to Section 3 of the
Page 3 of 7 Pages
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Registration Rights Agreement between CalPERS and the Issuer, that the Issuer
file a registration statement under the Securities Act of 1933, as amended,
covering the registration of 18,975,000 shares of the Issuer's Common Stock
(including up to 2,475,000 shares to cover overallotments) which CalPERS intends
to distribute by means of an underwritten public offering. The description of
the Registration Request is qualified in its entirety by reference to the text
of such document, which is filed as Exhibit 15 hereto, and incorporated herein
by this reference.
Offers of the shares of Common Stock covered by the proposed
registration statement will be made only by means of a prospectus. The
securities covered by the proposed registration statement may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This Schedule 13D shall not constitute an offer to sell or
the solicitation of any offer to buy nor shall there be any sale of the shares
of Common Stock in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following exhibit:
15. Registration Request dated October 8, 1997.
Page 4 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 8, 1997 CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ SHERYL PRESSLER
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Sheryl Pressler
Title: Chief Investment Officer
Page 5 of 7 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Page
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<S> <C> <C>
15. The Registration Request dated October 8, 1997. 7
</TABLE>
Page 6 of 7 Pages
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California Public Employees'
Retirement System
Lincoln Plaza, 400 "P" Street
Sacramento, California 95814
October 8, 1997
Catellus Development Corporation
201 Mission Street
San Francisco, CA 94105
Attn: Nelson C. Rising, President
Kathleen Smalley, General Counsel
Re: Request for Registration
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Ladies and Gentlemen:
Reference is made to the Registration Rights Agreement dated as of
December 29, 1989 by and among Catellus Development Corporation (the "Company")
and certain other persons (including CalPERS' predecessor in interest), the
First Amendment to such Agreement dated as of January 29, 1993, and the letter
agreement between the Company and CalPERS dated November 14, 1995
(collectively, the "Registration Rights Agreement"). CalPERS hereby requests
pursuant to Section 3 of the Registration Rights Agreement that the Company
promptly file a registration statement under the Securities Act of 1933 covering
the registration of 18,975,000 shares of the Company's common stock currently
held by CalPERS (including up to 2,475,000 shares to cover overallotments).
CalPERS intends to distribute the shares of common stock covered by this request
by means of an underwritten public offering in accordance with Section 3(b) of
the Registration Rights Agreement.
Very truly yours,
CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ DAVID GILBERT
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David Gilbert, Senior
Real Estate Investment Officer
Page 7 of 7 Pages
