UNITES STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13 D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
CBL & Associates Properties, Inc.
- -------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title Class of Securities)
24830100
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(CUSIP Number)
- -------------------------------------------------------------------------
Charles B. Lebovitz
Chairman, President and Chief Executive Officer
CBL & Associates Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
(423) 855-0001
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 22, 1997
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(Date of Event which Requires Filing of this Statement)
If this 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 schedule because of Rule 13d-1(b)(3) or (4), check the following
box. Yes [ ] No [ ]
Check the following box if a fee is being paid with this 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.)
<PAGE>
CUSIP No. 124830100
=============================================================================
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Charles B. Lebovitz
- -----------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. Source of Funds
OO
- -----------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
- -----------------------------------------------------------------------------
7. Sole Voting Power
Number of ------------------------------------------------------------
Shares 9,269,958
Beneficially ------------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting
Person With 101,600
------------------------------------------------------------
9. Sole Dispositive Power
9,269,958
------------------------------------------------------------
10. Shared Dispositive Power
101,600
- -----------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Person
9,371,558
- -----------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- -----------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.4%
- -----------------------------------------------------------------------------
14. Type of Reporting Person
IN
- -----------------------------------------------------------------------------
<PAGE>
CUSIP No. 124830100
=============================================================================
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CBL & ASSOCIATES, INC.
- -----------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. Source of Funds
WC
- -----------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6. Citizenship or Place of Organization
Tennessee
- -----------------------------------------------------------------------------
7. Sole Voting Power
Number of
Shares 8,628,843
Beneficially ------------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting
Person With 0
------------------------------------------------------------
9. Sole Dispositive Power
8,628,843
------------------------------------------------------------
10. Shared Dispositive Power
0
------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Person
9,371,558
- -----------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- -----------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.4%
- -----------------------------------------------------------------------------
14. Type of Reporting Person
CO
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<PAGE>
CUSIP No. 124830100
=============================================================================
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
COLLEGE STATION ASSOCIATES
- -----------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. Source of Funds
OO
----------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6. Citizenship or Place of Organization
Tennessee
- -----------------------------------------------------------------------------
7. Sole Voting Power
Number of
Shares 228,194
Beneficially -----------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting
Person With 0
-----------------------------------------------------------
9. Sole Dispositive Power
228,194
-----------------------------------------------------------
10. Shared Dispositive Power
0
-----------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Person
9,371,558
- -----------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- -----------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.4%
- -----------------------------------------------------------------------------
14. Type of Reporting Person
PN
- -----------------------------------------------------------------------------
<PAGE>
CUSIP No. 124830100
=============================================================================
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CBL EMPLOYEES PARTNERSHIP/CONWAY
- -----------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. Source of Funds
OO
- -----------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6. Citizenship or Place of Organization
Tennessee
- -----------------------------------------------------------------------------
7. Sole Voting Power
Number of
Shares 27,157
Beneficially -----------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting
Person With 0
-----------------------------------------------------------
9. Sole Dispositive Power
27,157
-----------------------------------------------------------
10. Shared Dispositive Power
0
-----------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Person
9,371,558
- -----------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- -----------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.4%
- -----------------------------------------------------------------------------
14. Type of Reporting Person
PN
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<PAGE>
CUSIP No. 124830100
=============================================================================
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
FOOTHILLS PLAZA PARTNERSHIP
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2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
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3. SEC USE ONLY
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4. Source of Funds
OO
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5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6. Citizenship or Place of Organization
Tennessee
- -----------------------------------------------------------------------------
7. Sole Voting Power
Number of
Shares 43,296
Beneficially -------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting
Person With 0
-------------------------------------------------------
9. Sole Dispositive Power
43,296
-------------------------------------------------------
10. Shared Dispositive Power
0
-------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Person
9,371,558
- -----------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- -----------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.4%
- -----------------------------------------------------------------------------
14. Type of Reporting Person
PN
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<PAGE>
CUSIP No. 124830100
=============================================================================
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GIRVIN ROAD PARTNERSHIP
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2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. Source of Funds
OO
- -----------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6. Citizenship or Place of Organization
Tennessee
- -----------------------------------------------------------------------------
7. Sole Voting Power
Number of
Shares 3,385
Beneficially --------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting
Person With 0
--------------------------------------------------------
9. Sole Dispositive Power
3,385
--------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Person
9,371,558
- -----------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- -----------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.4%
- -----------------------------------------------------------------------------
14. Type of Reporting Person
PN
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<PAGE>
CUSIP No. 124830100
=============================================================================
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WAREHOUSE PARTNERSHIP
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2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
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3. SEC USE ONLY
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4. Source of Funds
OO
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5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6. Citizenship or Place of Organization
Tennessee
- -----------------------------------------------------------------------------
7. Sole Voting Power
Number of
Shares 23,528
Beneficially ----------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting
Person With 0
----------------------------------------------------------
9. Sole Dispositive Power
23,528
----------------------------------------------------------
10. Shared Dispositive Power
0
----------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Person
9,371,558
- -----------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- -----------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.4%
- -----------------------------------------------------------------------------
14. Type of Reporting Person
PN
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<PAGE>
CUSIP No. 124830100
=============================================================================
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TRUST U/W MOSES LEBOVITZ, FBO CHARLES B. LEBOVITZ
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2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4. Source of Funds
OO
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5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6. Citizenship or Place of Organization
Tennessee
- -----------------------------------------------------------------------------
7. Sole Voting Power
Number of
Shares 0
Beneficially ----------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting
Person With 50,800
----------------------------------------------------------
9. Sole Dispositive Power
0
----------------------------------------------------------
10. Shared Dispositive Power
50,800
----------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Person
9,371,558
- -----------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- -----------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.4%
- -----------------------------------------------------------------------------
14. Type of Reporting Person
OO
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<PAGE>
CUSIP No. 124830100
=============================================================================
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
TRUST U/W MOSES LEBOVITZ, FBO FAYE ISRAEL
- -----------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------
4. Source of Funds
OO
- -----------------------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6. Citizenship or Place of Organization
Tennessee
- -----------------------------------------------------------------------------
7. Sole Voting Power
Number of
Shares 0
Beneficially --------------------------------------------------------
Owned by Each 8. Shared Voting Power
Reporting
Person With 50,800
--------------------------------------------------------
9. Sole Dispositive Power
0
--------------------------------------------------------
10. Shared Dispositive Power
50,800
--------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Person
9,371,558
- -----------------------------------------------------------------------------
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
- -----------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.4%
- -----------------------------------------------------------------------------
14. Type of Reporting Person
OO
- -----------------------------------------------------------------------------
<PAGE>
The Reporting Persons, as defined below, hereby restate and
supplement, in this Amendment No. 5 to Schedule 13D, the Statement on
Schedule 13D originally filed on November 15, 1993 (the "Schedule 13D"),
as amended by Amendment No. 1 thereto filed on December 1, 1993,
Amendment No. 2 thereto filed on January 4, 1994, Amendment No. 3
thereto filed on January 26, 1995, and Amendment No. 4 thereto filed
on September 29, 1995, with respect to the common stock, par value $.01
per share (the "Common Stock"), of CBL & Associates Properties, Inc.
(the "Issuer").
Item 1. Security and Issuer.
This statement relates to the Common Stock of the Issuer. The Issuer's
principal executive offices are located at One Park Place, 6148
Lee Highway, Chattanooga, Tennessee 37421.
Item 2. Identity and Background.
This statement is being filed by (i) Charles B. Lebovitz
("Lebovitz"), (ii) CBL & Associates, Inc., a Tennessee
corporation ("CBL"), (iii) College Station Associates, a
Tennessee general partnership ("College Station"), (iv) CBL
Employees Partnership/Conway, a Tennessee general partnership
("CBL Employees"), (v) Foothills Plaza Partnership, a Tennessee
general partnership ("Foothills"), (vi) Girvin Road Partnership,
a Tennessee general partnership ("Girvin"), (vii) Warehouse Partner-
ship, a Tennessee general partnership ("Warehouse"), (viii) Trust
U/W Moses Lebovitz f/b/o Charles B. Lebovitz ("Lebovitz Trust"), and
(ix) Trust U/W Moses Lebovitz f/b/o Faye Israel ("Israel Trust").
Lebovitz, CBL, College Station, CBL Employees, Foothills, Girvin,
Warehouse, the Lebovitz Trust, and the Israel Trust are sometimes
referred to herein together as the "Reporting Persons".
<PAGE>
The principal occupation of Lebovitz, a natural person, is
to act as Chairman of the Board, President and Chief Executive
Officer of the Issuer. The business address of Lebovitz is c/o
CBL & Associates Properties, Inc., One Park Place, 6148 Lee
Highway, Chattanooga, Tennessee 37421. Lebovitz is a United
States citizen.
The principal business of CBL is the ownership of a limited
partner interest in CBL & Associates Limited Partnership, a
Delaware limited partnership (the "Operating Partnership"), ownership of
a certain amount of the shares of the Common Stock of the Issuer and
the ownership of certain real properties. The principal place of
business and principal office of CBL is located at One Park
Place, 6148 Lee Highway, Chattanooga, Tennessee 37421. Schedule
1 attached hereto and incorporated herein by reference sets forth
certain additional information with respect to each executive
officer and director of CBL.
The principal business of College Station is the ownership
of a limited partner interest in the Operating Partnership. The
principal place of business and principal office of College
Station is c/o CBL & Associates Properties, Inc., One Park Place,
6148 Lee Highway, Chattanooga, Tennessee 37421. Schedule 2
attached hereto and incorporated herein by reference sets forth
certain additional information with respect to each general
partner of College Station.
The principal business of CBL Employees is the ownership of
a limited partner interest in the Operating Partnership. The
principal place of business and principal office of CBL Employees
is c/o CBL & Associates Properties, Inc., One Park Place, 6148
Lee Highway, Chattanooga, Tennessee 37421. Schedule 3 attached
hereto and incorporated herein by reference sets forth certain
additional information with respect to each general partner of
CBL Employees.
<PAGE>
The principal business of Foothills involves (i) acquiring,
owning, operating and holding for investment real and personal
property and (ii) the ownership of a limited partner interest in
the Operating Partnership. The principal place of business and
principal office of Foothills is c/o CBL & Associates Properties,
Inc., One Park Place, 6148 Lee Highway, Chattanooga, Tennessee
37421. Schedule 4 attached hereto and incorporated herein by
reference sets forth certain additional information with respect
to each general partner of Foothills.
The principal business of Girvin is the ownership of a
limited partner interest in the Operating Partnership. The
principal place of business and principal office of Girvin is c/o
CBL & Associates Properties, Inc., One Park Place, 6148 Lee
Highway, Chattanooga, Tennessee 37421. Schedule 5 attached
hereto and incorporated herein by reference sets forth certain
additional information with respect to each general partner of
Girvin.
The principal business of Warehouse is the ownership of a
limited partner interest in the Operating Partnership. The
principal place of business and principal office of Warehouse is
c/o CBL & Associates Properties, Inc., One Park Place, 6148 Lee
Highway, Chattanooga, Tennessee 37421. Schedule 6 attached
hereto and incorporated herein by reference sets forth certain
additional information with respect to each general partner of
Warehouse.
The Lebovitz Trust is a testamentary trust established under
the laws of Tennessee for the benefit of Charles B. Lebovitz, the
son of Moses Lebovitz, the settlor of the Lebovitz Trust. Lebovitz
is one of the three trustees of the Lebovitz Trust. Schedule 7
attached hereto and incorporated herein by reference sets forth
certain additional information with respect to each trustee of the
Lebovitz Trust.
<PAGE>
The Israel Trust is a testamentary trust established under the
laws of the State of Tennessee for the benefit of Faye Israel, the
daughter of Moses Lebovitz, the settlor of the Israel Trust.
Lebovitz is one of three trustees of the Israel Trust. Schedule 8
attached hereto and incorporated herein by reference sets forth
certain additional information with respect to each trustee of the
Israel Trust.
On December 31, 1993, Real Estate Finance, Inc., a Wyoming
corporation and originally a Reporting Person for purposes of
this Schedule 13D ("REFI"), was merged with and into CBL (the
"CBL/REFI Merger"), whereupon the separate existence of REFI
ceased with CBL remaining as the surviving corporation. Therefore,
from and after December 31, 1993 (and as used in this Amendment),
REFI was no longer considered a Reporting Person for purposes
of this Schedule 13D with respect to the Common Stock of the Issuer
and discontinued filing joint statements on Schedule 13D with
respect to the Common Stock of the Issuer. Accordingly, Schedule 7
hereto (which set forth certain information with respect to REFI) was
thereby deleted in its entirety and Schedule 8 (which set forth certain
information with respect to the general partners of Warehouse) was
thereby renumbered Schedule 7. All references to Schedule 8 herein
were thereby replaced with references to Schedule 7.
In addition to the Reporting Persons named in Item 2 of the
initial Schedule 13D, as amended by Amendment No. 2 thereto, a state-
ment was also filed on January 26, 1995 as Amendment No. 3 to Schedule
13D by (i) the Lebovitz Trust and (ii) the Israel Trust. The term
"Reporting Persons" then included the Lebovitz Trust and the Israel Trust.
<PAGE>
On December 2, 1994, the Marital Trust U/W Moses Lebovitz (the
"Trust") was terminated, and the Trust distributed its assets,
including its limited partner interest in the Operating Partnership,
to the Lebovitz Trust and the Israel Trust. The Trust, therefore, was
no longer considered a Reporting Person for purposes of, and discontinued
filing joint statements on, this Schedule 13D. Schedule 6 hereto
(which set forth certain information with regard to the Trust) was
thereby deleted, and Schedule 7 hereto (which set forth certain
information with regard to Warehouse) was renumbered as Schedule 6.
Schedule 7 attached hereto and incorporated by reference sets forth
certain additional information with respect to each trustee of the
Lebovitz Trust. Schedule 8 attached hereto and incorporated herein by
reference sets forth certain additional information with respect to
each trustee of the Israel Trust.
All references to Schedules 1-7 in this Schedule 13D were then
replaced with references to Schedules 1-8.
None of the Reporting Persons nor, to the best of their
knowledge, any person listed in Schedules 1 through 8 hereto, has
been, during the last five years, (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
or (b) 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 violations with respect to such laws.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons own shares of the Issuer's Common Stock,
options to acquire shares of the Issuer's Common Stock and limited
partner interests in the Operating Partnership, which partnership
interests, pursuant to certain immediately exercisable rights (the
"CBL Rights"), are exchangeable for shares of Common Stock, as more
fully described herein.
The Reporting Persons acquired their limited partner
interests in the Operating Partnership in connection with the
formation of the Operating Partnership and the completion of the
Issuer's initial public offerings, inside and outside of the
United States, of an aggregate 15,400,000 shares of Common Stock
(the "Initial Offerings"). Specifically, the Issuer used approximately
$277 million of the net proceeds of the Initial Offerings, together with
the contribution of certain development property land options
acquired by the Issuer from the limited partners (the "Limited
Partners") of the Operating Partnership for approximately $3.5
million, to acquire a 59.7% general partner interest in the
Operating Partnership.
In addition, pursuant to the Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, dated as of November 3, 1993
(the "Partnership Agreement"), a copy of which, together with relevant
exhibits, was attached hereto as Exhibit 2 upon the filing of this initial
Schedule 13D on November 15, 1993 and is incorporated herein by reference,
the Limited Partners (which include the Reporting Persons) acquired an
aggregate 35.4% limited partner interest in the Operating Partnership in
in exchange for contribution of their interests in certain (i) property owning
partnerships, (ii) fee titles and (iii) rights to purchase partnership
interests in property owning partnerships of joint venture partners.
The Limited Partners also acquired an aggregate 4.9% limited partner
interest in the Operating Partnership in exchange for contributions of
$24.4 million in cash out of the proceeds they received from the Issuer as
repayment of indebtedness (approximately $26.6 million) and reimbursement
of development property costs (approximately $3.5 million). Following the
completion of the Offerings, the Limited Partners owned an aggregate 40.3%
limited partner interest in the Operating Partnership.
<PAGE>
As of November 3, 1993, the Reporting Persons owned 34.6% of
the aggregate 40.3% limited partner interests owned by the Limited
Partners. On November 4, 1993, REFI assigned a portion of its interest
as a Limited Partner to certain Reporting Persons, among others, in
repayment of debts owed to such assignees. Accordingly, as of
November 4, 1993, the Reporting Persons held an aggregate 34.4%
limited partner interest in the Operating Partnership. The individual
percentage interests of the Reporting Persons in the Operating Partnership
as of November 4, 1993 were set forth on Exhibit 3 which was attached hereto
upon the initial filing of this Schedule 13D on November 15, 1993 and which
is incorporated herein by reference. As of January 29, 1997 the Reporting
Persons hold an aggregate 23.6% limited partner interest in the
Operating Partnership.
Pursuant to the Partnership Agreement, each Reporting
Person was granted the CBL Rights, consisting of the rights to:
(i) convert all or a portion of its partnership interest in the
Operating Partnership into shares of Common Stock (based on the
trading price of the Common Stock at the time of conversion)
until it owns up to the applicable share ownership limit; and
subsequently, after November 3, 1996, the third anniversary of
the consummation of the Initial Offerings, (ii) sell to the
Issuer part or all of its remaining partnership interest in the
Operating Partnership in exchange for shares of Common Stock or
their cash equivalent (based on the trading price of the Common
Stock), at the Issuer's election. The Issuer, however, may not
pay in shares of Common Stock to the extent that this would
result in a Reporting Person beneficially or constructively
owning in the aggregate more than the applicable ownership limit
or otherwise jeopardize, in the opinion of counsel to the Issuer,
the Issuer's qualification as a real estate investment trust for
tax purposes.
<PAGE>
The purchase price (the "Purchase Price") payable upon
exercise of CBL Rights is the fair market value of the
partnership interests with respect to which CBL Rights are
exercised. The number of shares of Common Stock and/or cash
received by the Reporting Person upon exercise of CBL Rights will
be based upon the trading price of the Common Stock having a
market value at the time of exercise equal to the Purchase Price.
If the CBL Rights are satisfied in cash and the Issuer raises
such funds through a public offering of its securities, by
borrowing or otherwise, the purchase price otherwise payable for
the offered interests will be reduced by the amount equal to the
transaction expenses incurred by the Issuer in so raising such
funds (but not exceeding 5% of the Purchase Price computed
without regard to such expenses).
The CBL Rights will expire on the 50th anniversary of the
completion of the Initial Offerings if not exercised prior to that
date. Lebovitz and James L. Wolford, a general partner of College
Station, Girvin and Warehouse, and their respective affiliates
(as defined under the attribution rules of the Internal Revenue
Code of 1986, as amended (the "Code")), may not transfer rights to
acquire more than 6% of the outstanding shares of Common Stock to
any single entity that is not an affiliate under the applicable
attribution rules of the Code.
<PAGE>
CBL used funds from its capital reserves, in the aggregate
amount of $3,093,750.00, to purchase, on September 25, 1995,
150,000 shares of the Common Stock, at $20.625 per share, in a
public offering (the " 1995 Supplemental Public Offering") by the
Issuer of an aggregate of 4,163,500 shares (including 523,500
shares purchased by the underwriters pursuant to the exercise
of their over-allotment option) of Common Stock.
CBL used funds from its capital reserves, in the aggregate
amount of $1,436,875 to purchase, on January 22, 1997, 55,000
shares of the Common Stock, at $26.125 per share, in a public
offering (the "1997 Supplemental Public Offering") by the Issuer of an
aggregate of 3,000,000 shares (exclusive of 441,750 shares
that may be purchased by the underwriters pursuant to an
exercise of their over-allotment option for a period of 30
days from January 15, 1997.)
Item 4. Purpose of Transaction.
The Issuer, as a newly-formed corporation in 1993, had succeeded
to the business of CBL which was controlled by Lebovitz. Lebovitz
serves as the Chairman of the Board, President and Chief
Executive Officer of the Issuer and directs all financial and
development activities, establishes corporate policy and provides
overall strategic direction for the Issuer.
The Reporting Persons may acquire shares of Common Stock
through the exercise of CBL rights at any time. The Reporting
Persons may also acquire or, subject to certain restrictions on
transfer described in Item 6, dispose of shares of Common Stock
through open market or privately negotiated transactions, or
otherwise. The Reporting Persons may maintain their investment
at current levels, or, subject to certain restrictions on
transfer described in Item 6, sell all or a part of their
investment. In any such case, the decision by the Reporting
Persons would depend upon a continuing evaluation of the Issuer's
business, prospects and financial condition, the market for the
shares of Common Stock, other investment opportunities available
to the Reporting Persons, general economic conditions, stock
market conditions, availability of funds and other factors and
future developments that the Reporting Persons may deem relevant
from time to time.
<PAGE>
On November 30, 1993, REFI delivered to the Issuer a written
notice (a copy of which was attached hereto as Exhibit 5 upon the
filing of Amendment No. 1 to this Schedule 13D on December 1,
1993 and is incorporated herein by reference), pursuant to which
it exercised its CBL Rights to exchange its entire 4.735627%
limited partner interest in the Operating Partnership for
1,221,744 shares of Common Stock (the "REFI Exchange"). After
giving effect to the REFI Exchange, REFI held approximately 7.3%
of the Issuer's outstanding shares and the Issuer increased its
general partner interest in the Operating Partnership from 59.7%
to 64.4%. Closing of the REFI Exchange occurred on December 30,
1993 and REFI acquired 1,221,744 shares of Common Stock in
exchange for its 4.735627% limited partner interest in the
Operating Partnership.
REFI elected to exercise its CBL Rights in order to
facilitate certain tax planning objectives of the Reporting
Persons and to enable the Reporting Persons to gain voting rights
with respect to the shares for which REFI's partnership interest
was exchangeable.
On December 31, 1993, as a result of the CBL/REFI Merger, CBL
succeeded to the direct beneficial ownership of the 1,221,744
shares of Common Stock which REFI had acquired in the REFI Exchange.
Pursuant to a Purchase Option and Right of First Refusal
Agreement dated as of October 29, 1993 (the "Valley Crossing Option
Agreement") by and between CBL Peripheral Properties Limited
Partnership, a Tennessee limited partnership ("Peripheral Properties")
and Valley Crossing Associates Limited Partnership, a Tennessee
Limited Partnership ("Valley Crossing"), a copy of which was attached
hereto as Exhibit 7 upon the filing of Amendment No. 2 to this
Schedule 13D on January 26, 1996 and incorporated herein by
reference, Valley Crossing was granted an option to acquire all
of Peripheral Properties' right, title and interest in and to
Peripheral Properties' interest in a ground lease of a certain
parcel of real property (the site of a vacant Phar-Mor store)
<PAGE>
located in the Valley Crossing community center in Hickory,
North Carolina (the "Interest in the Site"). On October 31,
1994, Valley Crossing assigned its rights under the Valley Crossing
Option Agreement to the Operating Partnership and Peripheral
Properties assigned its rights under the Valley Crossing Option
Agreement to CBL. On October 31, 1994, the Operating Partnership
exercised the option to acquire the Interest in the Site. CBL
elected, pursuant to the Valley Crossing Option Agreement, to
receive the $3,575,400 purchase price for the Interest in the Site
in the form of a 0.5376644% limited partner interest in the
Operating Partnership.
On December 14, 1994, pursuant to an Acquisition Option
Agreement dated as of October 29, 1993 between CBL and the
Operating Partnership (the "Hamilton Place Option Agreement"), a
copy of which was attached hereto as Exhibit 8 upon the filing of
Amendment No. 3 to this Schedule 13D on January 26, 1995 and
incorporated herein by reference, the Operating Partnership
exercised its option to acquire all of CBL's right, title and
interest in and to CBL's one-tenth of one percent (.1%) of
the cash flow and profits of Lebcon Associates, a Tennessee
limited partnership, which owned fee title to the real property,
together with all of the improvements, known as Hamilton Place
Mall, located in Chattanooga, Tennessee. Pursuant to the
Hamilton Place Option Agreement, the consideration paid to
CBL upon exercise of the option was an increase of 0.005994%
in CBL's percentage interest in the Operating Partnership
and a credit to CBL's capital account in the Operating
Partnership in the amount of $22,790,000, representing CBL's
capital account in Lebcon Associates as of the date the
option was exercised.
<PAGE>
On December 14, 1994, pursuant to an Acquisition Option
Agreement dated as of October 29, 1993 between CBL and the
Operating Partnership (the "Hamilton Crossing Option Agreement"),
a copy of which was attached hereto as Exhibit 9 upon the
filing of Amendment No. 3 to this Schedule 13D on January 26,
1995 and incorporated herein by reference, the Operating
Partnership exercised its option to acquire all of CBL's right,
title and interest in and to CBL's one percent (1%) of the
cash flow and profits of Lebcon I, Ltd., a Tennessee limited
partnership, which owned fee title to the real property,
together with all of the improvements, known as Hamilton
Crossing, located in Chattanooga, Tennessee. Pursuant to
Hamilton Crossing Option Agreement, the consideration paid
to CBL upon exercise of the option was an increase of
0.003360% in CBL's percentage interest in the Operating
Partnership and a credit to CBL's capital account in the
Operating Partnership in the amount of $1,500,000,
representing CBL's capital account in Lebcon I, Ltd. as of the
date the option was exercised.
On December 14, 1994, pursuant to an Acquisition Option
Agreement dated as of November 2, 1993 between Madison-Huntsville
and the Operating Partnership (the "Madison Square Option
Agreement"), a copy of which was attached hereto as Exhibit 10
upon the filing of Amendment No. 3 to this Schedule 13D on
January 26, 1995 and incorporated herein by reference, the
Operating Partnership exercised its option to acquire all
of Madison-Huntsville's right, title and interest in and to
Madison-Huntsville's one-tenth of one percent (.1%) of the
cash flow and profits of Madison Square Associates, Ltd.,
an Alabama limited partnership, which owned fee title to the
real property, together with all of the improvements, known as
Madison Square, located in Huntsville, Alabama. Pursuant to
the Madison Square Option Agreement, the consideration paid to
Madison-Huntsville upon exercise of the option was a 0.0060008%
limited partner interest in the Operating Partnership, which
interest Madison-Huntsville then distributed to its partners,
with CBL receiving 1.96% of such interest, representing a
0.0001176% limited partner interest.
<PAGE>
On December 14, 1994, pursuant to an Acquisition Option
Agreement dated as of October 29, 1993 between CBL and the
Operating Partnership (the "One Park Place Option Agreement"),
a copy of which was attached hereto as Exhibit 11 upon the
filing of Amendment No. 3 to this Schedule 13D on January 26,
1995 and incorporated herein by reference, the Operating
Partnership exercised its option to acquire all of CBL's
right, title and interest in and to CBL's one percent (1%)
of the cash flow and profits of Lee Partners, a Tennessee
limited partnership, which owned fee title to the real
property, together with all of the improvements, known as
One Park Place, located in Chattanooga, Tennessee.
Pursuant to the One Park Place Option Agreement, the
consideration paid to CBL upon exercise of the option was
an increase of 0.003202% in CBL's percentage interest in
the Operating Partnership and a credit to CBL's capital
account in the Operating Partnership in the amount of
$1,500,000, representing CBL's capital account in Lee
Partners as of the date the option was exercised.
Pursuant to a Stock Purchase Agreement dated September 19,
1995 (the "1995 Supplemental Stock Purchase Agreement") among
the Issuer, the Operating Partnership and CBL, a copy of
which was attached hereto as Exhibit 12 upon the filing
of Amendment No. 4 to this Schedule 13D on September
29, 1995 and incorporated herein by reference, on
September 25, 1995, CBL purchased 150,000 shares of
Common Stock, at $20.625 per share, in the 1995 Supplemental
Public Offering. The purpose of CBL's purchase was to
add to its investment in the Issuer and maintain a
significant percentage of the outstanding Common Stock after
the 1995 Supplemental Public Offering.
<PAGE>
Pursuant to a Stock Purchase Agreement dated January 15,
1997 (the "1997 Supplemental Stock Purchase Agreement") among the Issuer,
the Operating Partnership and CBL, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference, on
January 22, 1997, CBL purchased 55,000 shares of Common
Stock, at $26.125 per share, in the 1997 Supplemental Public Offering. The
purpose of CBL's purchase was to add to its investment in
the Issuer and maintain a significant percentage of the
outstanding Common Stock after the 1997 Supplemental Public Offering.
Except to the extent set forth above, or in any other Item
hereof, the Reporting Persons and, to the best of their
knowledge, the persons listed in Schedules 1 through 8 hereto, do
not have any present plans or proposals that relate to or would
result in any of the actions required to be described in Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the beneficial ownership of
Common Stock of each of the Reporting Persons, the adjusted
amounts of Common Stock to be outstanding and the percentage of
said ownership are set forth in the table below. Except as noted
therein, such table: (i) includes all of the Issuer's securities
as to which each Reporting Person has sole voting power and sole
investment power and all such securities as to which such
Reporting Person shares voting power and shares investment power;
and (ii) assumes the exercise, without regard to applicable
ownership limits, of all CBL Rights (all of which are presently
exercisable) beneficially owned by each Reporting Person
(individually and by the Reporting Group) and the adjustment of
the number of shares of the Common Stock that would be
outstanding subsequent to such exercise.
<PAGE>
Pursuant to the Issuer's Prospectus Supplement dated
January 15, 1997, the number of shares of Common Stock which were
issued and outstanding prior to the 1997 Supplemental Public Offering as of
September 30, 1996 was 29,921,972. The Reporting Persons believe
this number increased to 20,973,319 as the results of (i) the Stock
Awards and exercise of Stock Options pursuant to the Issuer's 1993
Stock Incentive Plan and purchases under the Issuer's Dividend
Reinvestment Plan as described in Item 5(c) below and (ii) certain
other Stock Awards pursuant to the Issuer's 1993 Stock Incentive
Plan, purchases under the Issuer's Dividend Reinvestment Plan or
exercises of Stock Options granted pursuant to the Issuer's 1993
Stock Incentive Plan all of which either (A) did not involve any of
the Reporting Persons or any of the Executives or (B) involved
transactions occurring more than 60 days prior to the date hereof
but subsequent to September 30, 1996. The Reporting Persons
believe that this number then increased to 23,973,319 as a result
of the purchase by certain underwriters in the 1997 Supplemental Public
Offering on January 22, 1997 of 2,945,000 shares of Common Stock and the
purchase by CBL on January 22, 1997 of 55,000 of the Issuer's shares
of Common Stock at a price of $26.125 per share.
<TABLE>
<CAPTION>
Adjusted
No. of No. of
Registered Shares Shares %
Equity Beneficially to be Beneficially
Securities Owned (1) Outstanding Owned
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Lebovitz Common Stock 9,371,558(2) 31,894,115 29.4%
CBL Common Stock 8,628,843(3) 31,175,418 27.7%
College Station Common Stock 228,194 24,201,513 .9%
CBL Employees Common Stock 27,157 24,000,476 .1%
Foothills Common Stock 43,296 24,016,615 .2%
Girvin Common Stock 3,385 23,976,704 .0%
Lebovitz Trust Common Stock 50,800 24,024,119 .2%
Israel Trust Common Stock 50,800 24,024,119 .2%
Warehouse Common Stock 23,528 23,996,847 .1%
Reporting Group Common Stock 9,371,558 31,894,115 29.4%
</TABLE>
<PAGE>
(1) All shares of Common Stock beneficially owned by the Reporting
Persons may be acquired through the exercise of CBL Rights
(except that Lebovitz owns 24,018 shares of Common Stock directly
(including 2,241 shares owned by Mrs. Lebovitz, 561 shares held
in trust for the benefit of his step-daughter, of which Lebovitz
disclaims beneficial ownership, and 7,560 shares held in trust for
his grandchildren, of which Lebovitz disclaims beneficial
ownership) and has options to acquire 36,000 shares of Common
Stock that are exercisable within 60 days and CBL owns 1,426,744
shares of Common Stock directly).
(2) Lebovitz has direct beneficial ownership of 376,921 shares
of Common Stock (including 2,241 shares owned by Mrs. Lebovitz,
561 shares held in trust for the benefit of his step-daughter,
of which Lebovitz disclaims beneficial ownership, and 7,560 shares
held in trust for his grandchildren, of which Lebovitz disclaims
beneficial ownership) and, by virtue of his control of College
Station, the Lebovitz Trust, the Israel Trust and CBL, which in
turn controls CBL Employees, Foothills, Girvin and Warehouse
(see footnote 3 below), may be deemed to own beneficially (as
that term is defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended ("Rule 13d-3") the 8,958,637 shares of
Common Stock of which such entities have direct or indirect
beneficial ownership. Lebovitz is the managing general partner
of College Station and owns a majority of the voting stock of
and is the President, Treasurer and Chief Executive Officer of
CBL. Lebovitz is one of the three trustees of each of the
Lebovitz Trust and the Israel Trust. In addition, Lebovitz
has options to acquire 36,000 shares of Common Stock that are
exercisable within 60 days.
<PAGE>
(3) CBL has direct beneficial ownership of 8,531,477 shares
of Common Stock and, by virtue of its control of CBL Employees,
Foothills, Girvin and Warehouse, may be deemed to beneficially
own (as that term is defined in Rule 13d-3 the 97,366 shares of
Common Stock of which such entities have direct beneficial
ownership. CBL is the managing partner of CBL Employees,
Girvin and Warehouse. Pursuant to an agreement, CBL was
assigned the rights and liabilities of Mortgage Services, Inc.
as managing general partner of Foothills, and thus possesses voting
and investment power with respect to securities beneficially owned
by Foothills.
To the knowledge of the Reporting Persons, the number
of shares of Common Stock beneficially owned by the executive
officers, directors, general partners and trustees of such
Reporting Persons listed in Schedules 1 through 8 hereto (other
than the Reporting Persons) (the Executives"), is set forth
below:
<TABLE>
<CAPTION>
No. of Shares %
Executive Beneficially Owned(1) Benefecially Owned
------------------ ------------------ ------------------
<S> <C> <C>
John N. Foy 231,588 (2) .9%
Ronald S. Fullam 0 0%
Ronald S. Gimple 138 (3) 0%
Ben S. Landress 94,538 (4) .4%
Michael I. Lebovitz 132,003 (5) .5%
Stephen D. Lebovitz 275,051 (6) 1.1%
John R. Martin, Jr. 6,256 (7) 0%
Eric P. Snyder 62,178 (8) .3%
Augustus N. Stephas 28,747 (9) .1%
Jay Wiston 92,522 (10) .4%
James L. Wolford 611,624 (11) 2.5%
<PAGE>
(1) Except as otherwise set forth below, all shares of Common
Stock beneficially owned by the Executives may be acquired
through the exercise of CBL Rights. The Executives acquired
their interests in the Operating Partnership and CBL Rights
in the same manner such interests and rights were acquired by
the Reporting Persons (see Item 3 of the Schedule 13D). Each
Executive has sole power to vote or direct the vote of and
to dispose or direct the disposition of the shares of Common
Stock of which he has beneficial ownership, except that such
shares of Common Stock, as well as each Executive's limited
partner interest in the Operating Partnership, are subject to
the restrictions on transferability contained in the Letter
Agreement and the Partnership Agreement (see Items 3 and 6
of the Schedule 13D).
(2) Includes 23,146 shares owned directly and options to
acquire 19,200 shares that are exercisable within 60 days.
Excludes shares beneficially owned by Foothills. Mortgage
Services, Inc. which is under the control of John Foy, assigned
its rights and liabilities as managing general partner of
Foothills to CBL (see footnote 3 to the preceding table)
(3) Includes 138 shares owned by Mrs. Gimple.
(4) Includes 5,131 shares owned directly, 10,000
shares owned by Mrs. Landress, beneficial ownership of which
is disclaimed by Mr. Landress, and options to acquire 19,200
shares that are exercisable within 60 days.
<PAGE>
(5) Includes 5,632 shares owned directly, 538 shares owned
by Mrs. Lebovitz and options to acquire 10,800 shares that
are exercisable within 60 days.
(6) Includes 17,173 shares owned directly, and options to
acquire 19,200 shares that are exercisable within 60 days.
(7) Includes 1,056 shares owned directly and options to
acquire 5,200 shares that are exercisable within 60 days.
(8) Includes 3,509 shares owned directly, 4,943 shares
owned by Mrs. Snyder, 3,305 shares owned by the minor children
of Eric Snyder and options to acquire 10,800 shares that are
exercisable within 60 days.
(9) Includes 1,095 shares owned directly.
(10) Includes 17,876 shares owned directly and 500 shares held
in a trust of which Mr. Wiston is a trustee.
(11) Includes 10,333 shares owned in trust for Mr. Wolford's
children and options to acquire 19,200 shares that are
exercisable within 60 days.
<PAGE>
(b) Each Reporting Person has sole power to vote or to
direct the vote of and to dispose or to direct the disposition of
the shares of Common Stock of which it has direct or indirect
beneficial ownership, except that shares of Common Stock acquired
through exercise of CBL Rights and each such Reporting Person's
interest in the Operating Partnership are subject to certain
restrictions on transferability contained in the Letter Agreement
(defined in Item 6) and the Partnership Agreement (see Items 3
and 6 herein). Additionally, Lebovitz, as one of three trustees
of the Lebovitz Trust and the Israel Trust, may be deemed to have
shared voting and disposition power, together with the other
trustees, with respect to the shares of Common Stock beneficially
owned by the Lebovitz Trust and the Israel Trust.
(c) On December 1, 1996, Lebovitz received a restricted stock award
of 3,125 shares of Common Stock under the Issuer's 1993 Stock Incentive
Plan. Pursuant to the terms of the award, the shares awarded will vest
two years and one month from the date of issuance.
On January 9, 1997, Lebovitz purchased 321 shares of Common Stock
via the reinvestment of the Issuer's dividends pursuant to the Issuer's
Dividend Reinvestment Plan at a purchase price of $24.225 per share.
The 321 shares so purchased by Lebovitz includes 38 shares purchased by
Mrs. Lebovitz, 10 shares purchased by a trust for the benefit of his
step daughter, of which Lebovitz disclaims beneficial ownership, and
94 shares purchased by trusts for his grandchildren, of which Lebovitz
disclaims beneficial ownership.
<PAGE>
On December 1, 1996, the following Executives received Stock Awards
totaling 10,364 shares of Common Stock under the Issuer's 1993 Stock
Incentive Plan: (i) Stephen D. Lebovitz received 3,647 shares of Common
Stock and pursuant to the terms of the award, the shares will vest two
years and one month from the date of issuance; (ii) John N. Foy received
3,062 shares of Common Stock and pursuant to the terms of the award, the
shares will vest two years and one month from the date of issuance; (iii)
Jay Wiston received 2,404 shares of Common Stock and pursuant to the terms
of the award, the shares will vest two months from the date of issuance;
(iv) Ben S. Landress received 1,042 shares of Common Stock; and (v)
John R. Martin, Jr. received 209 shares of Common Stock and pursuant to
the terms of the award, the shares will vest two years and one month from
the date of issuance.
On January 2, 1997, the following Executives received Stock Awards
totaling 2,831 shares of Common Stock under the Issuer's 1993 Stock
Incentive Plan: (i) Eric P. Snyder received 1,732 shares of Common Stock;
and (ii) James L. Wolford received 1,099 shares of Common Stock.
On January 9, 1997, the following Executives purchased a total of 934
shares of Common Stock via the reinvestment of the Issuer's dividends
pursuant to the Issuer's Dividend Reinvestment Plan at a purchase price of
$24.225 per shares: (i) John N. Foy purchased 224 shares of Common Stock;
(ii) Ben S. Landress purchased 32 shares of Common Stock; (iii)
Michael I. Lebovitz purchased 80 shares of Common Stock including 9 shares
purchased by Mrs. Lebovitz; (iv) Stephen D. Lebovitz purchased 259 shares
of Common Stock; (v) Eric P. Snyder purchased 171 shares of Common Stock
including 84 shares purchased by Mrs. Snyder and 56 shares purchased by his
minor children; (iv) Augustus N. Stephas purchased 19 shares of Common
Stock; (vii) Jay Wiston purchased 131 shares of Common Stock; and (viii)
John R. Martin, Jr. purchased 18 shares of Common Stock.
<PAGE>
On December 12, 1996, John R. Martin, Jr. exercised a Stock Option
granted to him on May 10, 1994 pursuant to the Issuer's 1993 Stock Incentive
Plan to purchase 2,600 shares of Common Stock at an exercise price of
$19.5625 per share.
Except as set forth in this Item 5 or as set forth in Item 4
above, no transactions in the shares of Common Stock have been
effected by any of the Reporting Persons, or to the knowledge of
the Reporting Persons, by any of the Executives during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Understandings or Relationships with
Respect to Securities of the Issuer.
Pursuant to Rule 13d-1(f) promulgated under the Exchange
Act, the Reporting Persons have entered into an agreement with
respect to the joint filing of this statement, and any amendment
or amendments hereto, which was attached hereto as Exhibit 1
upon the initial filing of this Schedule 13D on November 15, 1993
and is incorporated herein by reference.
<PAGE>
Pursuant to the Partnership Agreement, a copy of which
together with relevant exhibits, has attached hereto as Exhibit 2
upon the filing of this initial Schedule 13D and is incorporated
herein by reference, the Limited Partners may transfer their
interests in the Operating Partnership to a transferee, provided
that such transferee assumes all obligations of the transferor
Limited Partner and provided further that such transfer does not
cause a termination of the Operating Partnership for federal income
tax purposes and does not cause the Issuer to cease to comply with
requirements for qualification as a real estate investment trust.
Pursuant to the Partnership Agreement, the Limited Partners agreed
not to transfer, assign, sell, encumber or otherwise dispose of,
without the consent of the Issuer, 88% of their interest in the
Operating Partnership or any shares of Common Stock acquired by
them upon exercise of the CBL Rights with respect to such
interest for a period of three years after the completion of the
Initial Offerings, and the remaining 12% of their interest in
the Operating Partnership acquired for cash at a price based on
the initial public offering price or any shares of Common Stock
acquired by them upon exercise of CBL Rights with respect to such
interest for a period of two years after the completion of the
Initial Offerings, other than to certain affiliates, another
Limited Partner, bona fide pledgees, certain charitable
organizations and the equity owners of a Limited Partner,
provided, however, that the transferee agree to assume the
obligations of the transferor under the Partnership Agreement.
<PAGE>
Pursuant to the Registration Rights contained in Schedule 3
to Exhibit O to the Partnership Agreement, a copy of which,
together with relevant exhibits, was attached hereto as Exhibit 2
upon the filing of this initial Schedule 13D on November 15, 1993
and is incorporated herein by reference, the Issuer has granted
the Limited Partners certain "demand" and "piggyback" registration
rights with respect to the shares of Common Stock acquired by them
in connection with the exercise of the CBL Rights. With respect to
12% of the limited partners' interest in the Operating Partnership
(representing the interest acquired for cash at a price based on the
initial public offering price), these registration rights became
effective on the second anniversary of the Initial Offerings and,
with respect to 88% of the limited partners' interest in the Operating
Partnership (representing the interest acquired in exchange for the
interests in the property owning partnerships, fee titles and rights
to purchase partnership interests in property owning partnerships of
joint venture partners), these registration rights became
effective on the third anniversary of the Initial Offerings. With
certain limitations, the Registration Rights grant the Limited
Partners opportunities to demand registration of all or any
portion of their respective unregistered shares of Common Stock
one time in any 12-month period and the right to have such shares
of Common Stock registered incidentally to any registration being
conducted by the Issuer of shares of Common Stock or securities
substantially similar to shares of Common Stock. For offerings
in excess of $20 million pursuant to demand registration rights
and all offerings pursuant to piggyback rights, the Issuer will
bear all out-of-pocket expenses in connection with such
registration.
<PAGE>
Pursuant to a letter agreement, dated October 27, 1993 (the
"Letter Agreement"), among the Limited Partners and Goldman,
Sachs & Co., a copy of which was attached hereto as Exhibit 4
upon the initial filing of this Schedule 13D on November 15,
1993 and incorporated herein by reference, each Limited Partner,
including each Reporting Person, agreed, during the period
ending on October 27, 1996 (and with regard to 12% of the
interest of REFI, during the period ending on October 27,
1995), not to offer, sell, contract to sell or otherwise
dispose, directly or indirectly, of (i) all or any portion of
its interest in the Operating Partnership (except upon
exercise of each Limited Partner's right to convert such
interest into shares of Common Stock, which shares were then
subject to the restriction in (ii) below) and (ii) any
shares of Common Stock acquired upon exercise of its CBL
Rights, without first obtaining the prior written consent of
the Issuer and Goldman, Sachs & Co., which consent rested in
their sole discretion, provided, however, that each Limited
Partner could transfer all or any portion of its shares of
Common Stock (subject to the security interest to be granted by
the transferring Limited Partner to the Operating Partnership
under the Partnership Agreement), to (i) an affiliate of the
transferring Limited Partner, (ii) another Limited Partner, (iii)
a bona fide pledgee after a default in the obligation secured by
the pledge, and to a bona fide purchaser for value from such
pledgee, (iv) an organization that qualifies under Section
501(c)(3) or 509(a) of the Code or (v) the equity owners of the
transferor Limited Partner; provided, further, however, that such
transferee agreed to be bound by the restrictions set forth in
the Letter Agreement.
<PAGE>
The REFI Exchange was effected through the Assignment of
Partnership Interest, dated December 30, 1993, executed by REFI
and the Issuer, a copy of which was attached hereto as Exhibit 6
upon the filing of Amendment No. 2 to this Schedule 13D on
January 4, 1994 and incorporated herein by reference.
The Valley Crossing Option Agreement, the Hamilton Place
Option Agreement, the Hamilton Crossing Option Agreement, the
Madison Square Option Agreement and the One Park Place Option
Agreement were attached hereto as Exhibits 7-11, respectively,
upon the filing of Amendment No. 3 to this Schedule 13D on
January 26, 1995 and are incorporated herein by reference.
Except as described herein, there are no contracts,
arrangements, understandings or relationships among the persons
named in Item 2 or between such persons and any other person with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
<PAGE>
EXHIBITS
Exhibit 99.1 Stock Purchase Agreement dated January 15, 1997 among
CBL & Associates Properties, Inc., CBL & Associates
Limited Partnership and CBL & Associates, Inc.
<PAGE>
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.
Dated: January 29, 1997
By: /s/ Charles B. Lebovitz
------------------------------
Charles B. Lebovitz
<PAGE>
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.
Dated: January 29, 1997
CBL & ASSOCIATES, INC.
By: /s/ Charles B. Lebovitz
------------------------------
Name: Charles B. Lebovitz
Title: President
<PAGE>
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.
Dated: January 29, 1997
COLLEGE STATION ASSOCIATES
By: /s/ Charles B. Lebovitz
-------------------------------
Charles B. Lebovitz, as
managing general partner
<PAGE>
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.
Dated: January 29, 1997
CBL EMPLOYEES PARTNERSHIP/CONWAY
By: CBL & Associates, Inc.,
as managing general partner
By: /s/ Charles B. Lebovitz
-----------------------------
Name: Charles B. Lebovitz
Title: President
<PAGE>
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.
Dated: January 29, 1997
FOOTHILLS PLAZA PARTNERSHIP
By: CBL & Associates, Inc.,
as managing partner
By: /s/ Charles B. Lebovitz
------------------------------
Name: Charles B. Lebovitz
Title: President
<PAGE>
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.
Dated: January 29, 1997
GIRVIN ROAD PARTNERSHIP
By: CBL & Associates, Inc.,
as managing general partner
By: /s/ Charles B. Lebovitz
------------------------------
Name: Charles B. Lebovitz
Title: President
<PAGE>
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.
Dated: January 29, 1997
WAREHOUSE PARTNERSHIP
By: CBL & Associates, Inc.
as managing general partner
By: /s/ Charles B. Lebovitz
------------------------------
Name: Charles B. Lebovitz
Title: President
<PAGE>
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.
Dated: January 29, 1997
TRUST U/W MOSES LEBOVITZ
FBO CHARLES B. LEBOVITZ
By: /s/ Charles B. Lebovitz
------------------------------
Charles B. Lebovitz,
as trustee
<PAGE>
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.
Dated: January 29, 1997
TRUST U/W MOSES LEBOVITZ
FBO FAYE ISRAEL
By: /s/ Charles B. Lebovitz
------------------------------
Charles B. Lebovitz as
Trustee
<PAGE>
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF
CBL & ASSOCIATES, INC.
Listed below are the names, business addresses, positions at CBL
& Associates, Inc. ("CBL") and present principal occupations of
the directors and executive officers of CBL. The directors and
executive officers of CBL are citizens of the United States of
America.
Position at CBL & Present Principal
Name and Business Address Associates, Inc. Occupation
- -------------------------- ------------------ ------------------
Charles B. Lebovitz Director, President, Chairman of the
c/o CBL & Associates Treasurer and Chief Board, President
Properties, Inc. Executive Officer and Chief
One Park Place Executive Officer
6148 Lee Highway of the Issuer
Chattanooga, Tennessee 37421
James L. Wolford Executive Vice RETIRED
c/o CBL & Associates President
Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
John N. Foy Director, Senior Director, Executive
c/o CBL & Associates Vice President Vice President -
Properties, Inc. and Secretary Finance, Chief
One Park Place Financial Officer and
6148 Lee Highway Secretary of the
Chattanooga, Tennessee 37421 Issuer
Jay Wiston Senior Vice President Executive Vice
c/o CBL & Associates President - Leasing
Properties, Inc. of the Issuer
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
<PAGE>
Position at CBL & Present Principal
Name and Business Address Associates, Inc. Occupation
- -------------------------- ------------------ ------------------
Ben S. Landress Senior Vice President Executive Vice
c/o CBL & Associates President - Management
Properties, Inc. of the Issuer
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
Stephen D. Lebovitz Director, Vice Director, Execu-
c/o CBL & Associates President tive Vice President -
Properties, Inc. Development
Watermill Center and Treasurer
800 South Street of the Issuer
Waltham, MA 02154
Ronald L. Fullam Vice President - Senior Vice
c/o CBL & Associates Development President -
Properties, Inc. Development of
One Park Place the Issuer
6148 Lee Highway
Chattanooga, Tennessee 37421
Ronald S. Gimple Vice President - Senior Vice
c/o CBL & Associates Development President and
Properties, Inc. General Counsel
One Park Place of the Issuer
6148 Lee Highway
Chattanooga, Tennessee 37421
Michael I. Lebovitz Vice President - Senior Vice
c/o CBL & Associates Development President -
Properties, Inc. Mall Projects
One Park Place of the Issuer
6148 Lee Highway
Chattanooga, Tennessee 37421
<PAGE>
Position at CBL & Present Principal
Name and Business Address Associates, Inc. Occupation
- -------------------------- ------------------ ------------------
Eric P. Snyder Vice President Senior Vice
c/o CBL & Associates and Director of President -
Properties, Inc. Corporate Leasing and Director
One Park Place of Corporate
6148 Lee Highway Leasing of the
Chattanooga, Tennessee 37421 Issuer
Augustus N. Stephas Vice President Senior Vice
c/o CBL & Associates Accounting and President -
Properties, Inc. Controller Accounting
One Park Place and Controller
6148 Lee Highway of the Issuer
Chattanooga, Tennessee 37421
<PAGE>
SCHEDULE 2
GENERAL PARTNERS OF
COLLEGE STATION ASSOCIATES
Listed below are the names, business addresses and present principal
occupations or businesses conducted by the general partners of College Station
Association ("College Station"). BAMS Enterprises is a Tennessee limited
partnership, for which Charles B. Lebovitz acts as sole general partner. The
natural persons acting as general partners of College Station are citizens of
the United States of America.
Present Principal
Occupation or
Name and Business Address Business Conducted
- -------------------------- ---------------------
MANAGING PARTNER
Charles B. Lebovitz Chairman of the
c/o CBL & Associates Board, President
Properties, Inc. and Chief
One Park Place Executive Officer
6148 Lee Highway of the Issuer
Chattanooga, Tennessee 37421
GENERAL PARTNERS
BAMS Enterprises Business involves
c/o CBL & Associates owning, developing,
Properties, Inc. managing and constructing
One Park Place real property and the
6148 Lee Highway ownership of limited
Chattanooga, Tennessee 37421 partner interests in
College Station Associates
<PAGE>
Present Principal
Occupation or
Name and Business Address Business Conducted
- -------------------------- ---------------------
James L. Wolford RETIRED
c/o CBL & Associates
Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
John N. Foy Director, Executive Vice
c/o CBL & Associates President - Finance,
Properties, Inc. Chief Financial Officer
One Park Place and Secretary of the
6148 Lee Highway Issuer
Chattanooga, Tennessee 37421
Jay Wiston Executive Vice President -
c/o CBL & Associates Leasing of the Issuer
Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
Ben S. Landress Executive Vice President -
c/o CBL & Associates Management of the Issuer
Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
<PAGE>
SCHEDULE 3
GENERAL PARTNERS OF
CBL EMPLOYEES PARTNERSHIP/CONWAY
Listed below are the names, business addresses and present principal
occupations of or businesses conducted by the general partners of CBL
Employees Partnership/Conway ("CBL Employees"). CBL & Associates, Inc.,
which is more fully described in Item 2 herein, is a Tennessee corporation
and the natural persons acting as general partners of CBL Employees are
citizens of the United States of America.
Present Principal
Occupation or
Name and Business Address Business Conducted
- -------------------------- --------------------
MANAGING PARTNER
CBL Associates, Inc. Business involves
One Park Place the ownership of
6148 Lee Highway limited partner
Chattanooga, Tennessee 37421 interests in CBL & Associates
Limited Partnership, certain
shares of Common Stock of the
Issuer and the ownership
of certain real properties
GENERAL PARTNERS
Augustus N. Stephas Senior Vice President -
c/o CBL & Associates Accounting and Controller
Properties, Inc. of the Issuer
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
John R. Martin, Jr. Vice President - Corporate
c/o CBL & Associates Relations and Marketing of
Properties, Inc. the Issuer
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
Eric P. Snyder Senior Vice President and
c/o CBL & Associates Director of Corporate
Properties, Inc. Leasing of the Issuer
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
<PAGE>
SCHEDULE 4
GENERAL PARTNERS OF
FOOTHILLS PLAZA PARTNERSHIP
Listed below are the names, business addresses and descriptions
of the business conducted by the general partners of Foothills
Plaza Partnership ("Foothills"). CBL & Associates, Inc., which
is more fully described in Item 2 herein, is a Tennessee
corporation. Employees Limited Partnership/Maryville is a
Tennessee limited partnership, for which Mortgage Services, Inc.,
a Tennessee corporation ("MSI"), serves as general partner. MSI
engages in the mortgage brokerage business and is wholly-owned by
John N. Foy ("Foy"), who also acts as President thereof. The
present principal occupation of Foy, a citizen of the United
States of America, is to act as Director, Executive Vice
President - Finance, Chief Financial Officer and Secretary of the
Issuer.
Present Principal
Name and Business Address Business
- --------------------------- ---------------------
MANAGING PARTNER
CBL & Associates, Inc.* Business is the ownership
One Park Place of limited partner interests
6148 Lee Highway in CBL & Associates Limited
Chattanooga, Tennessee 37421 Partnership, certain shares
of Common Stock of the Issuer
and the ownership of
certain real properties
GENERAL PARTNER
Employees Limited Partnership/ Business is the ownership
Maryville of partnership interests
One Park Place in Foothills
6148 Lee Highway
Chattanooga, Tennessee 37421
* Pursuant to an agreement, Mortgage Services, Inc. assigned its rights,
obligations and duties as managing general partner of Foothills to
CBL & Associates, Inc.
<PAGE>
SCHEDULE 5
GENERAL PARTNERS OF
GIRVIN ROAD PARTNERSHIP
Listed below are the names, business addresses and present
principal occupations or businesses conducted by the general
partners of Girvin Road Partnership. CBL & Associates, Inc.,
which is more fully described in Item 2 herein, is a Tennessee
corporation and James L. Wolford is a citizen of the United
States of America.
Present Principal
Occupation or
Name and Business Address Business Conducted
- ------------------------------ ----------------------
MANAGING PARTNER
CBL & Associates, Inc. Business involves
One Park Place the ownership of
6148 Lee Highway limited partner
Chattanooga, Tennessee 37421 interests in CBL &
Associates Limited
Partnership, certain
shares of Common
Stock of the Issuer
and the ownership of
certain real properties
GENERAL PARTNER
James L. Wolford RETIRED
c/o CBL & Associates
Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
<PAGE>
SCHEDULE 6
GENERAL PARTNERS OF
WAREHOUSE PARTNERSHIP
Listed below are the names, business addresses and present principal
occupations or business conducted by the general partners of Warehouse
Partnership. CBL & Associates, Inc., which is more fully described in
Item 2 herein, is a Tennessee corporation and the natural persons
acting as general partners of Warehouse are citizens of the United
States of America.
Present Principal
Occupation or
Name and Business Address Business Conducted
- ------------------------------- -------------------------
MANAGING PARTNER
CBL & Associates, Inc. Business involves the
One Park Place ownership of limited
6148 Lee Highway partner interests in
Chattanooga, Tennessee 37421 CBL & Associates Limited
Partnership, certain
shares of Common Stock
of the Issuer and the
ownership of certain
real properties
GENERAL PARTNERS
Charles B. Lebovitz Chairman of the
c/o CBL & Associates Properties, Inc. Board, President
One Park Place and Chief
6148 Lee Highway Executive Officer
Chattanooga, Tennessee 37421 of the Issuer
<PAGE>
Present Principal
Occupation or
Name and Business Address Business Conducted
- ------------------------------- -------------------------
James L. Wolford RETIRED
c/o CBL & Associates Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
Ben S. Landress Executive Vice President -
c/o CBL & Associates Properties, Inc. Management of the Issuer
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
John N. Foy Director, Executive Vice
c/o CBL & Associates Properties, Inc. President - Finance,
One Park Place Chief Financial Officer
6148 Lee Highway and Secretary of the Issuer
Chattanooga, Tennessee 37421
Jay Wiston Executive Vice President -
One Park Place Leasing of the Issuer
6148 Lee Highway
Chattanooga, Tennessee 37421
<PAGE>
SCHEDULE 7
TRUSTEES OF
TRUST U/W MOSES LEBOVITZ
FBO CHARLES B. LEBOVITZ
Listed below are the names, business addresses, and present
principal occupations of the trustees of the Trust U/W
Moses Lebovitz fbo Charles B. Lebovitz (the "Lebovitz Trust").
The trustees of the Lebovitz Trust are citizens of the United
States of America.
Present Principal
Name and Business Address Occupation
- ----------------------------- ------------------------
Charles B. Lebovitz Chairman of the
c/o CBL & Associates Board, President
Properties, Inc. and Chief Executive Officer
6148 Lee Highway of the Issuer
Chattanooga, Tennessee 37421
Ralph Shumacker Attorney affiliated with
c/o Shumacker & Thompson, P.C. Shumacker & Thompson, P.C.
Suite 500
First Tennessee Building
701 Market Street
Chattanooga, Tennessee 37402
Faye Israel Retired
c/o CBL & Associates
Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
<PAGE>
SCHEDULE 8
TRUSTEES OF
TRUST U/W MOSES LEBOVITZ
FBO FAYE ISRAEL
Listed below are the names, business addresses, and present
principal occupations of the trustees of the Trust U/W
Moses Lebovitz fbo Faye Israel (the "Israel Trust").
The trustees of the Israel Trust are citizens of the United
States of America.
Present Principal
Name and Business Address Occupation
- ------------------------------ -----------------------
Charles B. Lebovitz Chairman of the
c/o CBL & Associates Board, President
Properties, Inc. and Chief Executive Officer
6148 Lee Highway of the Issuer
Chattanooga, Tennessee 37421
Ralph Shumacker Attorney affiliated with
c/o Shumacker & Thompson, P.C. Shumacker & Thompson, P.C.
Suite 500
First Tennessee Building
701 Market Street
Chattanooga, Tennessee 37402
Faye Israel Retired
c/o CBL & Associates
Properties, Inc.
One Park Place
6148 Lee Highway
Chattanooga, Tennessee 37421
<PAGE>
EXHIBIT INDEX
Exhibits
- ----------
Exhibit 1 - Amended and Restated Joint Filing Agreement
Exhibit 2 - Amended and Restated Agreement of the Operating
Partnership, dated as of November 3, 1993, with
Exhibit A (Percentage Interests in the Operating
Partnership as of November 3, 1993) and Exhibit O
(CBL Rights Terms)
Exhibit 3 - Percentage Interests in Operating Partnership
as of November 4, 1993
Exhibit 4 - Letter Agreement, dated October 27, 1993, among
the Limited Partners and Goldman, Sachs & Co., on
behalf of the U.S. Underwriters, and Goldman Sachs
International Limited, on behalf of the
International Underwriters
Exhibit 5 - Exercise Notice dated November 30, 1993 from Real
Estate Finance, Inc. to CBL & Associates
Properties, Inc.
Exhibit 6 - Assignment of Partnership Interest, dated December 30,
1993, executed by Real Estate Finance, Inc. and
CBL & Associates Properties, Inc.
<PAGE>
Exhibits
- ----------
Exhibit 7 - Purchase Option and Right of First Refusal Agreement
dated as of October 29, 1993 by and between CBL
Peripheral Properties Limited Partnership and Valley
Crossing Associates Limited Partnership
Exhibit 8 - Acquisition Option Agreement dated as of October 29,
1993 between CBL & Associates, Inc. and CBL &
Associates Limited Partnership (Hamilton Place)
Exhibit 9 - Acquisition Option Agreement dated as of October 29,
1993 between CBL & Associates, Inc. and CBL &
Associates Limited Partnership (Hamilton Crossing)
Exhibit 10 - Acquisition Option Agreement dated as of November 2,
1993 between Madison-Huntsville Partnership and
CBL & Associates Limited Partnership (Madison Square)
Exhibit 11 - Acquisition Option Agreement dated as of October 29,
1993 between CBL & Associates, Inc. and CBL &
Associates Limited Partnership (One Park Place)
Exhibit 12 - Stock Purchase Agreement dated September 19, 1995
among CBL & Associates Properties, Inc., CBL &
Associates Limited Partnership and CBL &
Associates, Inc.
Exhibit 99 - Stock Purchase Agreement dated January 15, 1997 among
CBL & Associates Properties, Inc., CBL & Associates
Limited Partnership and CBL & Associates, Inc.
</TABLE>
EXHIBIT 99
CBL & ASSOCIATES PROPERTIES, INC.
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
____________________________________
Stock Purchase Agreement
January 15, 1997
Ladies and Gentlemen:
1. CBL & Associates Properties, Inc., a Delaware corporation (the
"Company"), which is the general partner of CBL & Associates Limited
Partnership, a Delaware limited partnership (the "Operating Partnership"),
agrees to sell to the purchaser named in Schedule I hereto (the "Purchaser")
the number of shares (the "Shares") of common stock, par value $.01 per share
(the "Common Stock") of the Company, set forth beside the Purchaser's name on
Schedule I hereto at a price of $26.125 per share, for an aggregate purchase
price of $1,436,875.
The closing (the "Closing") of the purchase and sale of the Shares
shall be held at Sullivan & Cromwell, 125 Broad Street, New York, New York
10004, on January 22, 1997 (the "Closing Date"), by the Company's delivering
to the Purchaser, against payment of the purchase price therefor, one or more
stock certificates (as the Purchaser shall have advised the Company)
evidencing the Shares to be purchased and sold hereunder, which certificates
shall be registered in the Purchaser's names, or in such other names as the
Purchaser may specify by notice to the Company prior to the Closing Date.
<PAGE>
At the Closing, the purchase price for the Shares shall be paid by
the Purchaser paying to the Company, against delivery of certificates
evidencing the Shares, the purchase price by wire transfer of Federal (same
day) funds to such account as the Company shall have designated prior to
Closing.
2. The Company and the Operating Partnership, jointly and severally,
represent and warrant to, and agree with, the Purchaser that:
(a) A registration statement on Form S-3 (File No. 33-92218) in
respect of the Shares has been filed with the Securities and Exchange
Commission (the "Commission"); such registration statement and any post-
effective amendment thereto, each in the form heretofore delivered or to be
delivered to the Purchaser have been declared effective by the Commission in
such form; no other document with respect to such registration statement or
document incorporated by reference therein has heretofore been filed, or
transmitted for filing, with the Commission (other than prospectuses filed
pursuant to Rule 424(b) of the rules and regulations of the Commission under
the Securities Act of 1933, as amended (the "Act"); and no stop order
suspending the effectiveness of such registration statement has been issued
and no proceeding for that purpose has been initiated or, to the knowledge of
the Company or the Operating Partnership, threatened by the Commission (any
preliminary prospectus included in such registration statement or filed with
the Commission pursuant to Rule 424(a) under the Act, is hereinafter called a
"Preliminary Prospectus"; the various parts of such registration statement,
including all exhibits thereto and the documents incorporated by reference in
the prospectus contained in the registration statement at the time such part
of the registration statement became effective, each as amended at the time
such part of the registration statement became effective, are hereinafter
collectively called the "Registration Statement"; the prospectus relating to
the Shares, in the form in which it has most recently been filed, or
<PAGE>
transmitted for filing, with the Commission on or prior to the date of this
Agreement, is hereinafter called the "Prospectus"; any reference herein to
any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to the
applicable form under the Act, as of the date of such Preliminary Prospectus
or Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and incorporated by reference
in such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment to the Registration Statement shall be deemed to
refer to and include any annual report of the Company filed pursuant to
Section 13(a) or 15(d) of the Exchange Act after the effective date of the
Registration Statement that is incorporated by reference in the Registration
Statement; and any reference to the Prospectus as amended or supplemented
shall be deemed to refer to the Prospectus as amended or supplemented in
relation to the Shares in the form in which it is filed with the Commission
pursuant to Rule 424(b) under the Act, including any documents incorporated
by reference therein as of the date of such filing);
(b) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of Delaware, with power and
authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus (except as disclosed in Item 5 of
Exhibit D, as in effect on November 3, 1993, to the Disclosure Schedule of
the Partnership Agreement (as defined below)), and has been duly qualified as
a foreign corporation for the transaction of business and is in good standing
(to the extent the concept of good standing applies in any such jurisdiction)
under the laws of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such qualification, or
is subject to no material disability by reason of the failure to be so
qualified or in good standing in any such jurisdiction; and each subsidiary
of the Company has been duly organized and is validly existing as a
partnership or corporation and is in good standing under the laws of its
jurisdiction of organization;
<PAGE>
(c) The Shares have been duly and validly authorized, and, when the
Shares are issued and delivered pursuant to this Agreement, such Shares will
be duly and validly issued and fully paid and nonassessable; the Shares
conform to the description thereof contained in the Registration Statement,
as amended or supplemented with respect to such Shares;
(d) The issue and sale of the Shares by the Company and the
compliance by the Company and the Operating Partnership with all of the
provisions of this Agreement, and the consummation of the transactions
contemplated herein and therein will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or to
which any of the property or assets of the Company or any of its subsidiaries
is subject which would have a material adverse effect on the Company or such
subsidiaries, or which would have any adverse effect on the consummation of
the issue and sale of the Shares or any other transaction contemplated
hereby, nor will such action result in any violation of (a) the provisions
of the Certificate of Incorporation or Bylaws of the Company or the
Certificate of Limited Partnership or partnership agreement of the Operating
Partnership (the "Partnership Agreement") or the partnership agreement or any
certificate of limited partnership of any Property Partnership or (b) any
statute or any order, rule or regulation of any court or governmental agency
or body having jurisdiction over the Company or any of its subsidiaries or
any of their properties which, in the case of Clause (b), would have a
material adverse effect on the Company or such subsidiaries, or which would
have any adverse effect on the consummation of the issue and sale of the
<PAGE>
Shares or any other transaction contemplated hereby; and no consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the issue and sale
of the Shares by the Company or the consummation by the Company and the
Operating Partnership of the transactions contemplated by this Agreement,
except such as have been, or will have been prior to the Closing Date,
obtained under the Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities
or Blue Sky laws in connection with the purchase and sale of the Shares by
the Purchaser; and for purposes of this Section 2(d), (i) "subsidiaries"
shall be deemed to include only the Operating Partnership, the Property
Partnerships and any other subsidiary (whether corporate or partnership)
that is a "significant subsidiary" within the meaning of Rule 1-02 of
Regulation S-X and (ii) "Property Partnerships" mean the partnerships that
own the fee title to the Hamilton Place and CoolSprings Galleria properties.
3. The obligations of the Purchaser under this Agreement relating
to the Shares shall be subject, in the discretion of the Purchaser, to the
condition that all representations and warranties and other statements of
the Company and the Operating Partnership in or incorporated by reference in
this Agreement are, at and as of the Closing Date, true and correct, the
condition that the Company and the Operating Partnership shall have
performed all of their obligations hereunder theretofore to be performed
in all material respects, and the following additional conditions:
(a) The Prospectus as amended or supplemented in relation to the
Shares shall have been filed with the Commission pursuant to Rule 424(b)
within the applicable time period prescribed for such filing by the rules
and regulations under the Act; no stop order suspending the effectiveness
of the Registration Statement or any part thereof shall have been issued
and no proceeding for that purpose shall have been initiated or threatened
by the Commission; and all requests for additional information on the part
of the Commission shall have been complied with to the Purchaser's reasonable
satisfaction;
<PAGE>
(b) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included
or incorporated by reference in the Prospectus as amended prior to the date
of this Agreement any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Prospectus as amended
prior to the date of this Agreement, and (ii) since the respective dates as
of which information is given in the Prospectus as amended prior to the date
of this Agreement there shall not have been any change in the capital stock
or long-term debt of the Company or any of its subsidiaries or any change, or
any development involving a prospective change, in or affecting the general
affairs, management, financial position, stockholders equity or results of
operations of the Company and its subsidiaries, otherwise than as set forth
or contemplated in the Prospectus as amended prior to the date of this
Agreement which would, in any such case described in Clause (i) or (ii),
have a material adverse effect on the Company or its subsidiaries taken as
a whole, or which would have any adverse effect on the consummation of the
issue and sale of the Shares or any other transaction contemplated hereby;
(c) The Shares shall have been duly listed, subject to notice of
issuance, on the New York Stock Exchange; and
(d) The Company shall have furnished or caused to be furnished to
the Purchaser at the Closing Date certificates of officers of the Company
reasonably satisfactory to the Purchaser as to the accuracy of the
representations and warranties of the Company herein at and as of the Closing
Date, as to the performance by the Company of all of its obligations
hereunder to be performed at or prior to the Closing Date, as to the matters
set forth in subsection (b) of this Section and as to such other matters as
the Purchaser may reasonably request.
<PAGE>
4. The respective agreements, representations, warranties and other
statements of the Company, the Operating Partnership and the Purchaser, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless
of any investigation (or any statement as to the results thereof) made by or
on behalf of the Purchaser, the Company or the Operating Partnership, and
shall survive delivery of and payment for the Shares.
5. All statements, requests, notices and agreements hereunder shall
be in writing, and if to the Purchaser shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Purchaser as set forth
in Schedule 1 to this Agreement; and if to the Company shall be delivered or
sent by mail, telex or facsimile transmission to the address of the Company
set forth in the Registration Statement, Attention: Secretary. Any such
statements, requests, notices or agreements shall take effect upon receipt
thereof.
6. This Agreement shall be binding upon, and inure solely to the
benefit of the Purchaser, the Company, the Operating Partnership, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement.
7. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
8. This Agreement may be executed by any one or more of the parties
hereto and thereto in any number of counterparts, each of which shall be
deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and one for the Purchaser plus one for each
counsel counterparts hereof.
Very truly yours,
CBL & Associates Properties, Inc.
By: /s/ Charles B. Lebovitz
--------------------------------
Name: Charles B. Lebovitz
Title: Chairman of the Board,
President and Chief Executive
Officer
CBL & Associates Limited Partnership
By CBL & Associates Properties, Inc.,
its general partner
CBL & Associates Properties, Inc.
By: /s/ Charles B. Lebovitz
--------------------------------
Name: Charles B. Lebovitz
Title: Chairman of the Board,
President and Chief Executive
Officer
Accepted as of the date hereof:
CBL & Associates, Inc.
By: /s/ Charles B. Lebovitz
-----------------------------
Name: Charles B. Lebovitz
Title: President and
Chief Executive Officer
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Number of Shares
Name and Address of Purchaser to be Purchased
- ----------------------------- ------------------
<S> <C>
CBL & Associates, Inc.
One Park Place
6148 Lee Highway
Chattanooga, TN 37421 55,000
--------
Total . . . . . . . . . . . . . . . . . . . 55,000
========
</TABLE>
