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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 8
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 Systems
Lincoln Plaza, 400 "P" Street
Sacramento, California 95814
Tel. No. (916) 326-3828
-----------------------
(Name, Address and Telephone Number of
Persons Authorized to Receive
Notices and Communications)
September 13, 1996
------------------
(Date of Event Which Requires
Filing of this Statement)
Page 1 of 11 Pages
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SCHEDULE 13D
CUSIP No. 149-111-106 PAGE 2 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
California Public Employees' Retirement System
I.R.S. I.D. No. 94-620-7465
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
37,757,250 shares
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 37,757,250 shares
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,757,250 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
EP
- --------------------------------------------------------------------------------
Page 2 of 11 Pages
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This Amendment No. 8 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. 8 have the meanings
given to such terms in the Schedule 13D.
Item 2. Identity and Background.
Information with respect to persons identified in Schedule A
of Item 2 is amended as follows:
Information concerning the current executive officers and
members of the Board of Administration of CalPERS is set forth in Schedule A to
this Amendment No. 8. Each of such executive officers and members of the Board
of Administration is a citizen of the United States.
To the best of the knowledge of the filing persons, no person
named in Schedule A to this Amendment No. 8 during the last five years (i) has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors); or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 4. Purpose of the Transaction.
Item 4 is amended by adding to the end thereof the following
information:
During the period between September 1996 and April 1997,
CalPERS converted a total of 1,405,702 shares of the $3.75 Series A Cumulative
Convertible Preferred Stock of the Issuer (the "Series A Preferred Stock") into
7,757,645 shares of the Common Stock. CalPERS also received an aggregate of
$18.42 in cash in lieu of fractional shares.
In July 1996, the Issuer called for redemption 950,000 shares
or approximately $50 million of the Series A Preferred Stock. On September 13,
1996, CalPERS converted all of its 387,077 shares of the Series A Preferred
Stock that were called for redemption and received in the aggregate 2,136,161
shares of the Common Stock and $7.90 in cash in lieu of fractional shares.
Page 3 of 11 Pages
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In December 1996, the Issuer called for redemption an
additional 475,000 shares or approximately $25 million of the Series A Preferred
Stock. On January 1, 1997, CalPERS converted all of its 194,365 shares of the
Series A Preferred Stock that were called for redemption and received in the
aggregate 1,072,641 shares of the Common Stock and $4.29 in cash in lieu of
fractional shares.
On February 5, 1997, the Issuer called for redemption an
additional 1,720,000 shares or approximately $90 million of the Series A
Preferred Stock. On March 18, 1997, CalPERS converted all of its 712,916 shares
of the Series A Preferred Stock that were called for redemption and received in
the aggregate 3,934,369 shares of the Common Stock and $4.98 in cash in lieu of
fractional shares.
On March 24, 1997, the Issuer called for redemption of the
remaining outstanding 250,000 shares or approximately $13 million of the Series
A Preferred Stock. On April 17, 1997, CalPERS converted all of its remaining
shares (111,344) of the Series A Preferred Stock and received in the aggregate
614,474 shares of the Common Stock and $1.25 in cash in lieu of fractional
shares.
As a result of the conversions described above, CalPERS
currently holds an aggregate of 37,757,250 shares of the Common Stock and no
share of any other class of securities of the Issuer. CalPERS has sole power to
vote and direct the vote and sole power to dispose of or direct the disposition
of such shares.
On September 25, 1996, CalPERS executed and delivered a letter
agreement between CalPERS and the Issuer (the "September Letter Agreement"). The
September Letter Agreement provides, among other things, that CalPERS will
maintain the confidentiality of information provided to CalPERS by the Issuer.
The description of the terms and conditions of the September Letter Agreement is
qualified in its entirety by reference to the text of such agreement, which is
filed as Exhibit 14 hereto and incorporated herein by reference.
Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding to the end thereof the following
information:
During the period between September 1996 and April 1997,
CalPERS converted a total of 1,405,702 shares of the $3.75 Series A Cumulative
Convertible Preferred Stock of the Issuer (the "Series A Preferred Stock") into
7,757,645 shares of the Common Stock. CalPERS also received an aggregate of
$18.42 in cash in lieu of fractional shares.
In July 1996, the Issuer called for redemption 950,000 shares
or approximately $50 million of the Series A Preferred Stock. On September 13,
1996, CalPERS converted all of its 387,077 shares of the Series A Preferred
Stock that were called for redemption and received in the aggregate 2,136,161
shares of the Common Stock and $7.90 in cash in lieu of fractional shares.
Page 4 of 11 Pages
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In December 1996, the Issuer called for redemption an
additional 475,000 shares or approximately $25 million of the Series A Preferred
Stock. On January 1, 1997, CalPERS converted all of its 194,365 shares of the
Series A Preferred Stock that were called for redemption and received in the
aggregate 1,072,641 shares of the Common Stock and $4.29 in cash in lieu of
fractional shares.
On February 5, 1997, the Issuer called for redemption an
additional 1,720,000 shares or approximately $90 million of the Series A
Preferred Stock. On March 18, 1997, CalPERS converted all of its 712,916 shares
of the Series A Preferred Stock that were called for redemption and received in
the aggregate 3,934,369 shares of the Common Stock and $4.98 in cash in lieu of
fractional shares.
On March 24, 1997, the Issuer called for redemption of the
remaining outstanding 250,000 shares or approximately $13 million of the Series
A Preferred Stock. On April 17, 1997, CalPERS converted all of its remaining
shares (111,344) of the Series A Preferred Stock and received in the aggregate
614,474 shares of the Common Stock and $1.25 in cash in lieu of fractional
shares. CalPERS has sole power to vote and direct the vote and sole power to
dispose of or direct the disposition of such shares.
As a result of the conversions described above, CalPERS
currently holds an aggregate of 37,757,250 shares of the Common Stock and no
share of any other class of securities of the Issuer. CalPERS has sole power to
vote and direct the vote and sole power to dispose of or direct the disposition
of such shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is amended by adding to the end thereof the following
information:
CalPERS has executed and delivered the September Letter
Agreement, which among other things confirms that CalPERS will maintain the
confidentiality of information provided to CalPERS by the Issuer. The
description of terms of the September Letter Agreement is qualified in its
entirety by reference to the text of such Agreement, which is filed as Exhibit
14 hereto and incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
Item 7 is amended by adding the following exhibit:
14. Letter agreement dated September 25, 1996 between CalPERS
and the Issuer.
Page 5 of 11 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: August 29, 1997 CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ SHERYL PRESSLER
-------------------------------------
Sheryl Pressler
Title: Chief Investment
Officer
Page 6 of 11 Pages
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SCHEDULE A
CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM
Listed below are the executive officers and members of the
Board of Administration of the California Public Employees' Retirement System
and their present principal occupations and residence or business addresses.
Executive Officers
- ------------------
James E. Burton Chief Executive Officer
California Retirement Employees'
Retirement System
Lincoln Plaza
400 "P" Street
Sacramento, California 94229-2701
Sheryl Pressler Chief Investment Officer
California Retirement Employees'
Retirement System
Lincoln Plaza
400 "P" Street
Sacramento, California 94229-2701
Members of the Board of
Administration
- -----------------------
Ronald L. Alvarado Executive Director
Capital Area Development Authority
1530 Capitol Avenue
Sacramento, California 95814
Robert Carlson Retired
2120 Lambeth Way
Carmichael, California 95608
Thomas Clark Retired
2267 Albury Avenue
Long Beach, California 90815
Page 7 of 11 Pages
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Kathleen Connell Controller of the State of California
300 Capital Mall, 18th Floor
Sacramento, California 95814
William Crist Professor of Economics
California State University
Stanislaus
801 Monte Vista Avenue
Turlock, California 95380
Michael Flaherman Economist
Bay Area Rapid Transit
800 Madison Street, Room 432
Oakland, California 94657
Matt Fong Treasurer of the State of California
915 Capital Mall, Suite 110
Sacramento, California 95814
William Rosenberg Retired
555 Pierce Street, #721
Albany, California 94706
Kurato Shimada Landscape/Grounds Custodial
Supervisor
Oak Grove School District
6578 Santa Teresa Boulevard
San Jose, California 95119
Joseph A. Thomas Pacific Mutual Life Insurance
P.O. Box 8926
Newport Beach, California 92658
David Tirapelle Director, Department of Personnel
Administration
North Building, Suite 400
1515 S Street
Sacramento, California 95814
Charles F. Valdes Attorney
California Department of
Transportation
P.O. Box 1438
Sacramento, California 95807
Page 8 of 11 Pages
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EXHIBIT INDEX
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Number Page
14 Letter agreement dated September 25, 1996
between CalPERS and the Issuer 10
Page 9 of 11 Pages
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CATELLUS DEVELOPMENT CORPORATION
September 19, 1996
Mr. David J. Gilbert
Sr. Real Estate Investment Officer
California Public Employees' Retirement System
400 P Street, Room 3492
Sacramento, California 95814
Dear Mr. Gilbert:
In my capacity as the Chief Financial Officer of the Catellus
Development Corporation ("Catellus"), you have advised me that you need
additional financial material and data to assist you in connection with
formulating your advice with respect to certain investment decisions pertaining
to Catellus now confronting CalPERS. In particular, CalPERS is considering
whether to elect to tender a portion of the Catellus Series A Convertible Common
Preferred Stock for partial redemption or to elect to convert that stock into
Catellus Common Preferred Stock. To assist you in analyzing these matters on
behalf of CalPERS, you have requested that we supply you with valuation
materials concerning certain of Catellus' properties. Those matters are
contained in a binder which we have prepared dated September 9, 1996 (the
"Binder").
In order to induce Catellus to deliver the Binder to you, you hereby
agree that you shall not disclose any information in the Binder to third
parties, if it is not public knowledge. You also agree that you will only use
the information contained in the Binder in connection with the above-referenced
investment decisions. Finally, you agree that you will not make copies of the
materials in the Binder, except if Catellus so authorizes in writing. You also
agree that you will return the Binder and any copies thereof to Catellus upon
your completion of the analysis referenced above.
Very truly yours,
By: /s/ Stephen P. Wallace
------------------------------------------
Stephen P. Wallace
Senior Vice President &
Chief Financial Officer
Catellus Development Corporation
Page 10 of 11 Pages
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Agreed and accepted
this 25 day of September, 1996
By: /s/ David J. Gilbert
-------------------------------------------------
David J. Gilbert
California Public Employees' Retirement System
Page 11 of 11 Pages
