<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CBL & ASSOCIATES PROPERTIES, INC.
-----------------------------
(Name of issuer)
Common Stock, Par Value $.01 Per Share
-----------------------------
(Title of class of securities)
124830100
-------------
(CUSIP Number)
Cornelius J. Dwyer, Jr.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-7019
-----------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
November 3, 1995
-----------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following / /.
Check the following box if a fee is being paid with the statement /x/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
Exhibit Index on Page 9
(Page 1 of 10 Pages)
<PAGE> 2
SCHEDULE 13D
CUSIP No. 124830100 Page 2 of 10 Pages
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
Algemeen Burgerlijk Pensioenfonds
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 The Kingdom of the Netherlands
NUMBER OF 7 SOLE VOTING POWER 1,300,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER --
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 1,348,900
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER --
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,348,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.5%
14 TYPE OF REPORTING PERSON* EP
</TABLE>
(Page 2 of 10 Pages)
<PAGE> 3
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per
share (the "Common Stock"), of CBL & Associates Properties, Inc. (the
"Issuer"). The Issuer is a Delaware corporation and has its principal
executive offices located at One Park Place, 6148 Lee Highway, Chattanooga,
Tennessee, 37421.
Item 2. Identity and Background.
This statement is filed by Algemeen Burgerlijk Pensioenfonds,
an entity established under the laws of The Kingdom of the Netherlands (the
"Fund"), whose principal business is investing funds held on behalf of public
sector employees of The Kingdom of the Netherlands. The address of the Fund's
principal executive office is Oude Lindestraat 70; postbus 2980, 6401 DL
Heerlen, The Netherlands. The name, principal occupation, citizenship and
business address of each director and of each executive officer of the Fund are
as follows:
<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
J. Kleiterp Executive Chairman The Netherlands Bestuur Abp
of the Board of P.O. Box 30909
Trustees of the Fund 2500 GX 's-GRAVENHAGE
H.J. Albersen Trustee of the Fund The Netherlands CMHF
P.O. box 80204
2508 AM 's-GRAVENHAGE
E.J. Anneveld Trustee of the Fund The Netherlands C.F.O.
P.O. box 84501
2508 AM 's-GRAVENHAGE
W. Drees Trustee of the Fund The Netherlands Wieringenmeen 36
3844 NA HARDERWIJK
P.H. Holthuis Trustee of the Fund The Netherlands Ministerie van O&W/ BR/DG
P.O. box 25000
2700 LZ ZOETERMEER
L. Koopmans Trustee of the Fund The Netherlands Lange Voorhout 86, app. 24
2514 EJ DEN HAAG
R. van Leeuwen Trustee of the Fund The Netherlands ABOP
Herengracht 54
1015 BN AMSTERDAM
</TABLE>
(Page 3 of 10 Pages)
<PAGE> 4
<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
C.L.J. V. Overbeek Trustee of the Fund The Netherlands Katholieke Onderwijs
Vakorganisatie
Verrijn Stuartlaan 36
2280 EL RIJSWIJK
A.C. van Pelt Trustee of the Fund The Netherlands Ned. Gennootschap van Leraren
P.O. box 407
3300 AK DORDRECHT
D.M. Sluimers Trustee of the Fund The Netherlands Ministerie van Financien
Casuariestraat 32
2511 VB 's-GRAVENHAGE
C. van Tilbourg Trustee of the Fund The Netherlands Vereniging van Nederlandse
Gemeenten
P.O. box 30435
2500 GK 's-GRAVENHAGE
H. v.d. Walle Trustee of the Fund The Netherlands Bisschopsstraat 16
7513 AK ENSCHEDE
J.W.E. Neervens Executive Chairman of The Netherlands ABP
the Board of Directors Oude Lindestraat 70
of the Fund 6411 EJ HEERLEN
P.J. Bezemer Member of the Board of The Netherlands ABP
Directors of the Fund Oude Lindestraat 70
6411 EJ HEERLEN
J.M.G. Frijns Member of the Board The Netherlands ABP
of Directors of the Fund Oude Lindestraat 70
6411 EJ HEERLEN
J. Mensonides Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
P.A.W.M. Spijkers Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
</TABLE>
(Page 4 of 10 Pages)
<PAGE> 5
<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
J. Th. A.M. Jeurissen Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
M.G.J. Thijssen (mrs.) Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
G.J.M. van de Kerkhof Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
W. Borgdorff Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
L.C.G. Mesters Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
D.M.P. Swieringa Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
J.H. Meijer Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
H.G. Hilverink Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
W.J.M. Moes Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
M.J.M.C. Vaessen Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
H. Berkhouwer Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
</TABLE>
(Page 5 of 10 Pages)
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
<S> <C> <C> <C>
M.A. Ruys Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
D.J. Houwen Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
A.J.M. Pierik Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
H.J.P. Penders Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
J.H.J. Bijsmans Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
E.M.G. Creusen Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
J. van Eeghen Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
J.W.L.M. Croonen Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
G.H.G.M. Vankan Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
J. van den As Managing Director The Netherlands ABP
Oude Lindestraat 70
6411 EJ HEERLEN
</TABLE>
During the last five years, neither the Fund nor any of its
executive officers or directors has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) 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
(Page 6 of 10 Pages)
<PAGE> 7
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, United States federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On November 3, 1995, the Fund acquired 100,000 shares of
Common Stock for an aggregate purchase price of $2,100,000.00, raising the
number of shares of Common Stock beneficially owned by the Fund to 1,068,800
(approximately 5.1% of aggregate number of shares outstanding) and requiring
the Fund to file this statement on Schedule 13D. From November 6 - 10, 1995,
the Fund acquired an additional 280,100 shares of Common Stock, as described in
more detail in Item 5 below, raising the number of shares of Common Stock
beneficially owned by the Fund to 1,348,900 (approximately 6.5% of the
aggregate number of shares outstanding).
The funds for the foregoing purchase of shares of the Common
Stock by the Fund were supplied from Dutch public sector pensioners'
contributions to the Fund.
Item 4. Purpose of Transaction.
The Fund has acquired the Common Stock for the purpose of
making an investment in the Issuer and not with the present intention of
acquiring control of the Issuer's business.
The Fund from time to time intends to review its investment in
the Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based on such review, the Fund will take such
actions in the future as the Fund may deem appropriate in light of the
circumstances existing from time to time. If the Fund believes that further
investment in the Issuer is attractive, whether because of the market price of
the Issuer's securities or otherwise, it may acquire shares of Common Stock or
other securities of the Issuer either in the open market or in privately
negotiated transactions. Similarly, depending on market and other factors, the
Fund may determine to dispose of some or all of the Common Stock currently
owned by the Fund or otherwise acquired by the Fund either in the open market
or in privately negotiated transactions.
Except as set forth above, the Fund has not formulated any
plans or proposals which relate to or would result in: (a) the acquisiton by
any person of additional securities
(Page 7 of 10 Pages)
<PAGE> 8
of the Issuer or the disposition of securities of the Issuer, (b) an
extraordinary corporate transaction involving the Issuer or any of its
subsidiaries, (c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries, (d) any change in the present board of
directors or managment of the Issuer, (e) any material change in the Issuer's
capitalization or dividend policy, (f) any other material change in the
Issuer's business or corporate structure, (g) any change in the Issuer's
charter or bylaws or other instrument corresponding thereto or other action
which may impede the acquisiton of control of the Issuer by any person, (h)
causing a class of the Issuer's securities to be deregistered or delisted, (i)
a class of equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the date hereof, the Fund beneficially owns
1,348,900 shares of Common Stock. Based upon information provided to the Fund
by the Issuer on November 3, 1995, such shares constitute approximately 6.5% of
the outstanding shares of Common Stock. The Fund has the sole power (i) to
vote and to dispose of 1,300,100 of such shares and (ii) to dispose of 48,800
of such shares which are held by the Fund in a separate securities account with
ABN AMRO BANK N.V. managed by Cohen & Steers Capital Management Inc., a New
York corporation. To the knowledge of the Fund, no shares of Common Stock are
beneficially owned by any director or executive officer listed under Item 2
above.
(c) The Fund has effected the following open market
purchases of the Common Stock during the past 60 days:
<TABLE>
<CAPTION>
DATE OF NUMBER OF PRICE
PURCHASE SHARES PURCHASED PER SHARE
-------- ---------------- ---------
<S> <C> <C>
11/10/95 8,600 $21.0000
11/9/95 500 21.0000
11/8/95 2,200 21.0000
11/7/95 100,000 20.6250
11/6/95 168,800 21.0000
11/3/95 100,000 21.0000
11/2/95 6,500 20.9810
11/1/95 100,000 21.0000
11/1/95 50,000 21.0000
10/31/95 100,000 20.7500
10/30/95 100,000 20.7500
10/26/95 80,000 20.7500
10/26/95 15,600 20.9970
10/25/95 115,400 20.9520
10/24/95 30,000 21.0000
10/24/95 4,600 21.0000
</TABLE>
(Page 8 of 10 Pages)
<PAGE> 9
<TABLE>
<S> <C> <C>
10/23/95 24,300 21.0000
10/20/95 17,100 21.0000
10/5/95 1,500 21.0000
</TABLE>
(d) To the knowledge of the Fund, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock beneficially owned by the
Fund.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Neither the Fund nor any of its executive officers or
directors has any contracts, arrangements or understandings with any person
with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
None.
(Page 9 of 10 Pages)
<PAGE> 10
Signature
After due 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.
Dated: November 13, 1995 ALGEMEEN BURGERLIJK PENSIOENFONDS
By s/s Wim Borgdorff
---------------------------------------------
Name: Wim Borgdorff
Title: Executive Managing Director of the
Real Estate Division
(Page 10 of 10 Pages)
