<PAGE>
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CBL & Associates Properties, Inc.
(Exact name of issuer as specified in its charter)
Delaware 62-1545718
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
(Address of Principal Executive Offices) (Zip Code)
CBL & Associates Properties, Inc.
1993 Stock Incentive Plan
(Full title of the plan)
Charles B. Lebovitz
Chairman of the Board,
President and Chief
Executive Officer
CBL & Associates Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee
(423) 855-0001
(Name and address of agent for service)
Telephone number, including area code, of agent for service
---------------------
COPY TO:
Yaacov M. Gross, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered(1) share(2) price(2) registration fee(3)
- ---------------------- ------------- ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share 1,500,000 $20.75 $31,125,000 $10,732.76
</TABLE>
The contents of the Registration Statement on Form S-8 (Registration
No. 33-73376) (the "Initial Form S-8") of CBL & Associates Properties, Inc., a
Delaware corporation (the "Company"), filed under the Securities Act of 1933,
as amended (the "Securities Act"), on December 23, 1993 are hereby
incorporated by reference.
- ------------------------
(1) This Registration Statement covers an additional 1,500,000 shares
authorized to be granted or issued upon exercise of options to be
granted to directors or employees of CBL & Associates Properties, Inc.
or its subsidiaries, (including CBL & Associates Management, Inc.)
under the CBL & Associates Properties, Inc. 1993 Stock Incentive Plan,
as amended.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
(3) 1/29th of 1% of proposed maximum aggregate offering price.
<PAGE>
PART I
INFORMATION NOT REQUIRED
IN THE REGISTRATION STATEMENT
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") on March 29,
1996.
(b) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1996 filed under the Exchange Act on
May 14, 1996.
(c) The Company's Current Report on Form 8-K filed under
the Exchange Act on May 1, 1996.
(d) The description of the Company's common stock, $0.01
par value per share (the "Common Stock"), which is contained in the
Company's registration statement on Form 8-A filed under the
Exchange Act on October 25, 1993.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission.
<PAGE>
Item 8. EXHIBITS
Exhibit No.
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5.1 Opinion of Willkie Farr & Gallagher, counsel to the
Company, as to the legality of the shares being
registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (included in
Exhibit 5.1).
24.1 Power of Attorney (included on pages II-4 and II-5).
99.1 CBL & Associates Properties, Inc. 1993 Stock Incentive
Plan.*
99.2 Amendment No. 1 to the CBL & Associates Properties, Inc.
1993 Stock Incentive Plan.
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* Incorporated by reference to the Company's Initial Form S-8.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chattanooga, State of
Tennessee, on the 20th day of May, 1996.
CBL & ASSOCIATES PROPERTIES, INC.
By: /s/ Charles B. Lebovitz
Charles B. Lebovitz
Chairman of the Board,
President and Chief
Executive Officer
0072656.02
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles B. Lebovitz, John N. Foy and
Stephen D. Lebovitz and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he might or could
do in person thereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles B. Lebovitz Chairman of the Board of Directors, May 20, 1996
Charles B. Lebovitz President and Chief Executive Officer
(Principal Executive Officer)
/s/ John N. Foy Director, Executive Vice May 20, 1996
John N. Foy President-Finance, Chief Financial
Officer and Secretary (Principal
Financial and Accounting Officer)
/s/ Stephen D. Lebovitz Director, Senior Vice May 20, 1996
Stephen D. Lebovitz President-Community Center Development
and Treasurer
/s/ Claude M. Ballard Director May 20, 1996
Claude M. Ballard
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Leo Fields Director May 20, 1996
Leo Fields
/s/ William J. Poorvu Director May 20, 1996
William J. Poorvu
/s/ Winston W. Walker Director May 20, 1996
Winston W. Walker
</TABLE>
0072656.02
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
5.1 Opinion of Willkie Farr & Gallagher,
counsel to the Company, as to the legality
of the shares being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Willkie Farr & Gallagher Included in Exhibit 5.1
24.1 Power of Attorney Included on Pages II-4 and
II-5
99.1 CBL & Associates Properties, Inc. 1993 Incorporated by reference
Stock Incentive Plan to the Company's Initial
Form S-8
99.2 Amendment No. 1 to the CBL & Associates
Properties, Inc. 1993 Stock Incentive Plan
</TABLE>
<PAGE>1
EXHIBIT 5.1
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
May 20, 1996
CBL & Associates Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
Ladies and Gentlemen:
We have acted as counsel to CBL & Associates Properties, Inc. (the "Company"),
a corporation organized under the laws of the State of Delaware, with respect
to the Company's Form S-8 Registration Statement (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on or about May 20, 1996. The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "Act"), by the
Company of an additional 1,500,000 shares (the "Shares") of Common Stock, par
value $.01 per share, authorized to be granted or issued upon exercise of
stock options to be granted under the CBL & Associates Properties, Inc. 1993
Stock Incentive Plan (the "Plan").
As counsel for the Company, we have examined, among other things, such federal
and state laws and originals and/or copies (certified or otherwise identified
to our satisfaction) of such documents, certificates and records as we deemed
necessary and appropriate for the purpose of preparing this opinion.
Based on the foregoing, we hereby inform you that in our opinion the Shares
have been duly and validly authorized for issuance and, when issued in
accordance with the terms of the Plan for consideration in excess of $.01 per
share, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as part of the Registration
Statement.
<PAGE>2
We are members of the Bar of the State of New York and do not purport to be
experts in the laws of jurisdictions other than the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Very truly yours,
/s/ Willkie Farr & Gallagher
0121586.01
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 8, 1996, included or incorporated by reference in CBL & Associates
Properties, Inc. Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN L.L.P.
Chattanooga, Tennessee
May 17, 1996
<PAGE>
EXHIBIT 99.2
AMENDMENT NO. 1
TO THE
CBL & ASSOCIATES PROPERTIES, INC.
1993 STOCK INCENTIVE PLAN
Pursuant to resolutions of the Board of Directors of CBL &
Associates Properties, Inc. (the "Company") adopted at meetings held on
November __, 1995 and February 8, 1996, the CBL & Associates Properties, Inc.
1993 Stock Incentive Plan (the "Plan") is hereby amended as follows:
1. The first sentence of Section 3 of the Plan is
amended to read as follows: "Subject to adjustment
as provided herein, the total number of shares of
Common Stock available for distribution pursuant to
Awards under the Plan shall be 2,800,000, and the
maximum number of shares of Common Stock with
respect to which Options may be granted to any Plan
participant during any calendar year shall not
exceed 100,000."
2. The third sentence under Section 3 of the Plan is
amended by inserting, after the phrase "aggregate
number and kind of shares reserved for issuance
under the Plan," the following additional phrase:
"the maximum number of shares with respect to which
Options may be granted to any Plan participant
during any calendar year,".
The foregoing amendment is subject to the approval of the
shareholders of the Company at its next annual meeting of shareholders, and
shall not be effective unless and until such approval is obtained.
Dated: February 8, 1996 CBL & ASSOCIATES PROPERTIES, INC.
By: /s/ John N. Foy
Name: John N. Foy
Title: Executive Vice President
