<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 12
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
---------------------------
(Name, Address and Telephone Number of
Persons Authorized to Receive
Notices and Communications)
December 2, 1997
-----------------------------
(Date of Event Which Requires
Filings of this Statement)
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP No. 149-111-106 Page 2 of 5 Pages
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
California Public Employees' Retirement System
I.R.S. I.D. No. 94-620-7465
- -----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [ ]
TO ITEMS 2(d) or 2(e)
- -----------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- -----------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
18,782,250
NUMBER OF -------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 18,782,250
PERSON WITH -------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,782,250
- -----------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
- -----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
EP
- -----------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 5 Pages
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This Amendment No. 12 amends and supplements the Statement on Schedule
13D (the "Schedule 13D") filed by California Public Employees' Retirement
System ("CalPERS"), a government 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. 12 have the meanings given to
such terms in the Schedule 13D.
Item 3. Source and Amount of Funds.
Item 3 is amended by adding to the end thereof the following
information:
On December 2, 1997, pursuant to the closing of transactions
contemplated by that certain Underwriting Agreement (the "Underwriting
Agreement") dated November 25, 1997, among CalPERS, the Issuer, and Morgan
Stanley & Co., Inc. on behalf of itself and the several Underwriters named in
Schedule I to the Underwriting Agreement and Morgan Stanley & Co. International
Limited on behalf of itself and the several Underwriters named in Schedule II to
the Underwriting Agreement, CalPERS sold 18,975,000 shares of the Issuer's
Common Stock held by CalPERS (the "Shares"). Included within the Shares were
2,475,000 shares of Common Stock sold pursuant to the Underwriters' exercise in
full on December 1, 1997 of an overallotment option granted to them in the
Underwriting Agreement. The Underwriters purchased the Shares from CalPERS at a
purchase price of $17.145 per share which resulted in total proceeds to CalPERS
of $325,326,375, less $500 which was paid to First Chicago Trust Company of New
York (the "Custodian") to reimburse it for certain expenses incurred while
acting as the Custodian of the Shares pursuant to that certain Custody Agreement
between CalPERS and the Custodian dated November 25, 1997.
Item 4. Purpose of the Transaction.
Item 4 is amended by adding to the end thereof the following
information:
On December 2, 1997, pursuant to the closing of transactions
contemplated by the Underwriting Agreement, CalPERS sold to the several
Underwriters named therein a total of 18,975,000 shares of the Issuer's Common
Stock held by CalPERS (the "Shares"). Included within the Shares were 2,475,000
shares of Common Stock sold pursuant to the Underwriters' exercise in full on
December 1, 1997 of an overallotment option granted to them in the Underwriting
Agreement. The Underwriters purchased the Shares from CalPERS at a purchase
price of $17.145 per share which resulted in total proceeds to CalPERS of
$325,326,375, less $500 which was paid to the Custodian to reimburse the
Custodian for expenses incurred in connection with the performance of its duties
under the Custody Agreement. After the sale of the Shares, CalPERS holds a
total of 18,782,250 shares of the Issuer's Common Stock or 17.6% of such class.
Page 3 of 5 Pages
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Item 5. Interest in Securities of Issuer.
Item 5 is amended by adding to the end thereof the following
information:
On December 2, 1997, pursuant to the closing of transactions
contemplated by the Underwriting Agreement, CalPERS sold to the several
Underwriters named therein a total of 18,975,000 shares of the Issuer's Common
Stock held by CalPERS (the "Shares"). Included within the Shares were 2,475,000
shares of Common Stock sold pursuant to the Underwriters' exercise in full on
December 1, 1997 of an overallotment option granted to them in the Underwriting
Agreement. The Underwriters purchased the Shares from CalPERS at a purchase
price of $17.145 per share which resulted in total proceeds to CalPERS of
$325,326,375, less $500 which was paid to the Custodian to reimburse the
Custodian for expenses incurred in connection with the performance of its duties
under the Custody Agreement. After the sale of the Shares, CalPERS holds a total
of 18,782,250 shares of the Issuer's Common Stock or 17.6% of such class.
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 December 2, 1997, pursuant to the closing of transactions
contemplated by the Underwriting Agreement, CalPERS sold to the several
Underwriters named therein a total of 18,975,000 shares of the Issuer's Common
Stock held by CalPERS (the "Shares"). Included within the Shares were 2,475,000
shares of Common Stock sold pursuant to the Underwriters' exercise in full on
December 1, 1997 of an overallotment option granted to them in the Underwriting
Agreement. The Underwriters purchased the Shares from CalPERS at a purchase
price of $17.145 per share which resulted in total proceeds to CalPERS of
$325,326,375, less $500 which was paid to the Custodian to reimburse the
Custodian for expenses incurred in connection with the performance of its duties
under the Custody Agreement. After the sale of the Shares, CalPERS holds a total
of 18,782,250 shares of the Issuer's Common Stock or 17.6% of such class.
Page 4 of 5 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: December 3, 1997 CALIFORNIA PUBLIC EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ SHERYL PRESSLER
---------------------------
Sheryl Pressler
Title: Chief Investment Officer
Page 5 of 5 Pages
