UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
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)
February 12, 1996
-------------------------------------------------------
(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 |_|. (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)
(Page 1 of 7 Pages)
<PAGE>
SCHEDULE 13D
================================================================================
CUSIP No. 124830100 Page 2 of 7 Pages
================================================================================
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Stichting Pensioenfonds ABP
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 1,634,300
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY 8 SHARED VOTING POWER --
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 1,634,300
PERSON -------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 85,500
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,719,800
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* EP
- --------------------------------------------------------------------------------
(Page 2 of 7 Pages)
<PAGE>
This Amendment No. 1 (this "Amendment") amends and supplements
the Statement on Schedule 13D filed with the Securities and Exchange Commission
on November 13, 1995 (the "Schedule 13D") by Stichting Pensioenfonds ABP
(formerly Algemeen Burgerlijk Pensioenfonds) (the "Fund"), with respect to the
Common Stock, par value $.01 per share (the "Common Stock"), of CBL & Associates
Properties, Inc., a Delaware corporation (the "Issuer"). Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the
meanings assigned to them in the Schedule 13D.
On February 12, 1996, the Fund acquired 22,400 shares of
Common Stock on the open market for an aggregate purchase price of $462,000.00,
raising the number of shares of Common Stock beneficially owned by the Fund to
1,562,600 (approximately 7.5% of the aggregate number of shares outstanding) and
requiring the Fund to file this Amendment. From February 14 - March 18, 1996,
the Fund acquired an additional 157,200 shares of Common Stock, as described in
more detail in Item 5 below (together with shares purchased on February 12,
1996, the "Additional Shares"), raising the number of shares of Common Stock
beneficially owned by the Fund to 1,719,800 (approximately 8.2% of the aggregate
number of shares outstanding).
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and supplemented
as follows:
This statement is filed by Stichting Pensioenfonds ABP
(formerly 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 2889, 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:
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
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
(Page 3 of 7 Pages)
<PAGE>
PRINCIPAL
NAME OCCUPATION CITIZENSHIP BUSINESS ADDRESS
- ---- ---------- ----------- ----------------
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
C.L.J. V. Trustee of the Fund The Netherlands Katholieke Onderwijs
Overbeek 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
A.F.P.M. Trustee of the Fund The Netherlands Icaruslaan 20
Scherf 5631 LD EINDHOVEN
X.J. den Uyl First Deputy Chair- The Netherlands Linnaeuslaan 14
man of the Fund 2012 PP HAARLEM
J.W.E. Executive Chairman The Netherlands ABP
Neervens of the Board of Oude Lindestraat 70
Directors of the 6411 EJ HEERLEN
Fund
P.J. Bezemer Member of the Board The Netherlands ABP
of Directors of the Oude Lindestraat 70
Fund 6411 EJ HEERLEN
J.M.G. Frijns Member of the Board The Netherlands ABP
of Directors of the Oude Lindestraat 70
Fund 6411 EJ HEERLEN
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 judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
(Page 4 of 7 Pages)
<PAGE>
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.
Item 3 of the Schedule 13D is hereby amended and supplemented
as follows:
The funds for the foregoing purchase of shares of the
Additional Shares by the Fund were supplied from Dutch public sector pensioners'
contributions to the Fund.
Item 4. Purpose of Transaction.
The Fund has acquired the Additional Shares 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 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.
(Page 5 of 7 Pages)
<PAGE>
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented
as follows:
(a)-(b) As of the date hereof, the Fund beneficially owns
1,719,800 shares of Common Stock. Based upon the Annual Report of the Issuer
filed on Form 10-K on March 29, 1996 with the Securities and Exchange
Commission, such shares constitute approximately 8.2% of the outstanding shares
of Common Stock. The Fund has the (i) sole power to vote and to dispose of
1,634,300 of such shares and (ii) shared power to dispose of 85,500 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:
DATE OF NUMBER OF PRICE
PURCHASE SHARES PURCHASED PER SHARE
- -------- ---------------- ---------
3/18/96 5,500 20.4977
3/11/96 7,000 20.7500
3/11/96 5,000 20.6250
3/8/96 4,000 20.7500
3/7/96 10,000 21.0000
3/6/96 10,000 20.9075
2/28/96 500 20.3740
2/28/96 25,000 20.3750
2/27/96 18,900 20.3750
2/27/96 500 20.3740
2/26/96 400 20.2500
2/22/96 7,900 20.3750
2/21/96 6,500 20.3750
2/20/96 25,000 20.3750
2/16/96 25,000 20.7500
2/15/96 1,300 20.7500
2/15/96 7,900 20.8749
2/14/96 2,600 20.8750
2/12/96 22,400 20.6250
2/7/96 2,400 20.5000
2/6/96 2,000 20.3750
(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.
(Page 6 of 7 Pages)
<PAGE>
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: April 10, 1996 STICHTING PENSIOENFONDS ABP
By s/s Jay Mensonides
Name: Jay Mensonides
Title: Managing Director
Equity Investments
By s/s P.A.W.M. Spijkers
Name: P.A.W.M. Spijkers
Title: Managing Director
Fixed Income Investments
(Page 7 of 7 Pages)
