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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CBL & ASSOCIATES PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 62-1545718
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
6148 Lee Highway, Suite 300
Chattanooga, Tennessee 37421
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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9.0% Series A Cumulative New York Stock Exchange
Redeemable Preferred
Stock, $.01 par value
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-47041.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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The description of the Registrant's 9.0% Series A Cumulative
Redeemable Preferred Stock, $.01 par value, under the captions "Description
of Series A Preferred Stock" in the Registrant's Prospectus Supplement and
"Description of Capital" in the accompanying Prospectus (i) as filed with
the Securities and Exchange Commission (the "Commission") pursuant to Rule
424(b) under the Securities Act of 1933, as amended, on June 23, 1998, and
(ii) relating to the Registrant's Registration Statement on Form S-3 (File
No. 333-47041), is incorporated herein by reference.
Item 2. Exhibits.
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3(a)(i). Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3(a) to Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form S-11
(File No. 33-677372) filed with the Commission on January 27, 1994).
3(a)(ii). Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Registrant (incorporated by reference
to Exhibit B to the Registrant's Definitive Schedule 14A, Dated April 1,
1996).
3(a)(iii). Form of Certificate of Designations, Number, Voting
Powers, Preferences and Rights of the Registrant's 9.0% Series A Cumulative
Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the
Registrant's Current Report on 8-K, dated June 24, 1998).
3(a). Amended and Restated By-laws of the Registrant (incorporated by
reference to Exhibit 3(b) to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-11 (File No. 33-677372) filed
with the Commission on January 27, 1994).
4. Specimen of the Registrant's 9.0% Series A Cumulative Redeemable
Preferred Stock Certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
CBL & ASSOCIATES PROPERTIES, INC.
Dated: June 24, 1998 By: /s/ John Foy
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Name: John Foy
Title: Executive Vice President
and Chief Financial Officer
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Exhibit 4
THIS CERTIFICATE IS TRANSFERABLE 9.0% SERIES A CUMULATIVE
IN BOSTON, MASSACHUSETTS REDEEMABLE PREFERRED STOCK
OR NEW YORK, NEW YORK
PAR VALUE $.01
PER SHARE
SEE REVERSE SIDE
FOR LEGEND CUSIP 124830 20 9
DESCRIBING CERTAIN SEE REVERSE FOR CERTAIN DEFINITIONS
RESTRICTIONS ON
TRANSFERABILITY
CBL & ASSOCIATES PROPERTIES, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE 9.0% SERIES A CUMULATIVE PREFERRED
STOCK OF
CBL & ASSOCIATES PROPERTIES,INC. transferable on the books of the Corporation by
the holder hereof in person or by duly authorized attorney upon surrender of
this certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be held subject to all of the provisions of the
Certificate of Incorporation, as amended, of the Corporation, copies of which
are on file in the office of the Transfer Agent, to all of which the holder of
this certificate by acceptance hereof assents. This certificate is not valid
until counstersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED: /s/ Charles B. Lebovitz
BANKBOSTON, N.A.
CHAIRMAN OF THE BOARD,
TRANSFER AGENT PRESIDENT AND CHIEF
AND REGISTRAR EXECUTIVE OFFICER
BY
AUTHORIZED SIGNATURE /s/ John N. Foy
SECRETARY
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CBL & ASSOCIATES PROPERTIES, INC.
_________________________________________________________________________
The shares of Equity Stock represented by this certificate are subject
to restrictions on transfer for the purpose of the Corporation's maintenance of
its status as a real estate investment trust under the Internal Revenue Code of
1986, as amended from time to time (the "Code"). Transfers in contravention of
such restrictions may be void ab initio. Unless otherwise determined by the
Board of Directors of the Corporation, no Person may (1) Beneficially Own or
Constructively Own shares of Equity Stock in excess of 8% of the total value of
the outstanding Equity Stock of the Corporation, determined as provided in the
Corporation's Amended and Restated Certificate of Incorporation, as the same may
be further amended from time to time (the "Certificate of Incorporation")
(computed taking into account all outstanding shares of Equity Stock and all
shares of Equity Stock issuable under existing Options and Exchange Rights
that have not been exercised or Deferred Stock that has not vested) unless
such Person is a member of the Lebovitz Group or the Wolford Group (in which
case a higher Ownership Limit shall be applicable); or (2) Beneficially Own
Equity Stock which would result in the Corporation being "closely held" under
Section 856(h) of the Code. Any acquisition of Equity Stock and continued
holding of ownership of Equity Stock constitutes a continuous representation of
compliance with the above limitations, and any Person who attempts to
Beneficially Own or Constructively Own shares of Equity Stock in excess of the
above limitations must immediately so notify the Corporation. If the
restrictions above are violated, the shares of Equity Stock represented hereby
will be transferred automatically and by operation of law to a Trust and shall
be designated Shares-in-Trust. In addition, certain Beneficial Owners or
Constructive Owners of Equity Stock must give written notice as to certain
information on a semi-annual or annual basis. All capitalized terms in this
legend have the meanings defined in the Certificate of Incorporation, a copy of
which, including the restrictions on transfer, will be sent without charge to
each stockholder who so requests.
________________________________________________________________________________
The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights. Such request may be made to the office of the Secretary of the
Corporation or to the Transfer Agent.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____Custodian______
(Cust) (Minor)
TEN ENT -- as tenants by the
entireties
under Uniform Gifts to Minors Act
JT TEN -- as joint tenants with right _________________________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
For Value Received, _________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
______________________________________________________________________________
__________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
__________________________________________________________________ Attorney
to transfer the said stock on the books of the within-named Corporation with
full power of substitution in the premises.
Dated: _______________________
______________________________________
NOTICE: THE SIGNATURE OF THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
By:______________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-16.
